<PAGE>   1

                                                                   Exhibit 4.3.1

                  TWELFTH SUPPLEMENTAL INDENTURE, dated as of August 16, 2001,
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.,
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 Twelfth
Supplemental Indenture.

                  The Company and the Guarantors, pursuant to the foregoing
authority, propose in and by this Twelfth 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.

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


                                      -1-
<PAGE>   2

                  NOW, THEREFORE, THIS TWELFTH 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 Twelfth 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 Twelfth
                  Supplemental Indenture and, where so specified, to the
                  Articles and Sections of the Indenture as supplemented by this
                  Twelfth Supplemental Indenture; and

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


                  (b) For all purposes of the Indenture and this Twelfth
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.


                                      -2-
<PAGE>   3

                           "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 Twelfth Supplemental Indenture) of the
                  obligations of the Company or any 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, a
                  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.

                                      -3-
<PAGE>   4

                           "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 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 Twelfth 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


                                      -4-
<PAGE>   5

                  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, 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) Goldman, Sachs
                  & Co. 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


                                      -5-
<PAGE>   6

                  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.

Section 202.      FORM OF FACE OF SECURITY.

                                 [FACE OF BOND]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER 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


                                      -6-
<PAGE>   7

      OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
      & CO., HAS AN INTEREST HEREIN.



                                      -7-
<PAGE>   8


CUSIP:                                                $
       ---------                                                  ----------
No.
    ---


                                 THE KROGER CO.

             Puttable Reset Securities PURS(SM) due August 16, 2012

                  The Kroger Co., a corporation organized and existing under the
laws of the State of Ohio (hereinafter called the "Company", which term shall
include any successor entity), for value received, hereby promises to pay to
[      ] or registered assigns, the principal sum of [     ] on August 16, 2012
(the "Final Maturity") at any office or agency maintained for the purpose in the
Borough of Manhattan, The City of New York, New York or Cincinnati, Ohio, which
shall initially be the corporate trust office of U.S. Bank, N.A., the Trustee
under the Indenture referred to on the reverse hereof, located on the date
hereof at 425 Walnut Street, P.O. Box 1118, Cincinnati, Ohio 45201-1118, in such
coin or currency of the United States of America as at the time of payment is
legal tender for the payment of public and private debts, and to pay to the
registered holder hereof, as hereinafter provided, interest on said principal
sum at the rate described below, in like coin or currency, from and including
August 16, 2001, or from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for, on the dates set
forth below, to but excluding the date on which the principal amount is paid or
made available for payment in full. The interest so payable on any Interest
Payment Date shall, subject to certain exceptions provided in the Indenture, be
paid to the person in whose name this Bond is registered at the close of
business on the applicable Interest Payment Record Date (as defined below).
Payments of interest shall be made at any office or agency referred to above,
provided that, at the option of the Company, payments of interest may be made by
check mailed to the registered address of the persons entitled thereto.

                  From and including August 16, 2001 to but excluding August 16,
2002 (the "Floating Rate Period"), interest on the principal sum of this Bond
will accrue at LIBOR (as defined below) plus 0.75% and will be reset quarterly,
as described on the reverse side hereof. On August 16, 2002 (the "Reset Date"),
the interest rate on this Bond shall be reset so as to equal a fixed rate from
and including August 16, 2002 as determined as described on the reverse hereof,
unless the Company is obligated to repurchase this Bond on such date pursuant to
the Put Option referred to on the reverse hereof. Notwithstanding the foregoing,
the reset shall be subject to the occurrence of a Market Disruption Event or a
Failed Remarketing as described on the reverse hereof.

                  This Bond has initially been issued in the form of a Global
Security (as defined on the reverse hereof), and the Company has initially
designated The Depository


                                      -8-
<PAGE>   9

Trust Company ("DTC", which term shall include any successor) as the Depositary
(the "Depositary") for this Bond. For as long as this Bond or any portion hereof
is issued in such form, and notwithstanding the foregoing, all payments of
interest, principal and other amounts in respect of this Bond or such portion
(including payments pursuant to the Call Option and Put Option referred to on
the reverse hereof) shall be made to the Depositary or its nominee in accordance
with its Applicable Procedures (as defined on the reverse hereof), in the coin
or currency specified above and as further provided on the reverse hereof.

                  Notwithstanding the foregoing, if any payment of interest,
principal or other amount to be made in respect of this Bond (including any
payment pursuant to an exercise of the Call Option or Put Option) would
otherwise be due on a day that is not a Business Day, such payment may be made
on the next succeeding day that is a Business Day, with the same effect as if
such payment were made on the due date.

                  This Bond is continued on the reverse hereof and the
additional provisions there set forth shall for all purposes have the same
effect as if set forth at this place. Such provisions include, inter alia, the
Call Option and Put Option, interest rate and the definitions of certain terms
used on the face hereof.

                  This Bond shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture.

                  IN WITNESS WHEREOF, THE KROGER CO. has caused this instrument
to be duly executed.

Dated:

                                      THE KROGER CO.



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

ATTEST:



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




                                      -9-
<PAGE>   10


                          CERTIFICATE OF AUTHENTICATION

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


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

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





                                      -10-
<PAGE>   11



Section 203.      FORM OF REVERSE OF SECURITY.

                                 THE KROGER CO.

             Puttable Reset Securities PURS(SM) due August 16, 2012

                  1.  INDENTURE.

                  (a) This Bond is one of a duly authorized issue of debentures,
notes or other evidence of indebtedness of the Company (including the related
Guarantees, the "Securities") of the series hereinafter specified, all issued or
to be issued under and pursuant to an indenture dated as of June 25, 1999,
between the Company, and Firstar Bank, National Association, as Trustee, as
supplemented by the First Supplemental Indenture dated June 25, 1999, the Second
Supplemental Indenture dated June 25, 1999, the Third Supplemental Indenture
dated June 25, 1999, the Fourth Supplemental Indenture dated September 22, 1999,
the Fifth Supplemental Indenture dated September 22, 1999, the Sixth
Supplemental Indenture dated September 22, 1999, the Seventh Supplemental
Indenture dated February 11, 2000, the Eighth Supplemental Indenture dated
February 11, 2000, the Ninth Supplemental Indenture dated August 21, 2000, the
Tenth Supplemental Indenture dated May 11, 2001, the Eleventh Supplemental
Indenture dated May 11, 2001 and the Twelfth Supplemental Indenture dated August
16, 2001 (the "Indenture"), duly executed and delivered by the Company to U.S.
Bank, N.A.. f/k/a Firstar Bank, National Association, as Trustee (the "Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture reference is hereby made for a description of the rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of
the Securities.

                  (b) The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may be
subject to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any) and may otherwise vary as provided
in the Indenture. This Bond is one of a series of the Securities designated as
the Puttable Reset Securities PURS(SM) due August 16, 2012 of the Company,
limited in aggregate principal amount to $250,000,000 (the "Bonds"). The PURS
constitute a separate series of Securities under the Indenture.

                  (c) The provisions of this Bond (including those relating to
the Call Option and Put Option), together with the provisions of the Indenture,
shall govern the rights, obligations, duties and immunities of the holders
hereof, the Company and the Trustee with respect to this Bond, provided that, if
any provision of this Bond necessarily conflicts with any provision of the
Indenture, the provision of this Bond shall be controlling to the fullest extent
permitted under the Indenture.


                                      -11-
<PAGE>   12

                  (d) Terms used and not defined herein that are defined in the
Indenture shall have the respective meanings assigned thereto in the Indenture.
Unless the context requires otherwise, terms defined herein include the plural
as well as the singular and vice-versa, and the words "herein" and "hereof", and
words of similar import, refer to this Bond as a whole and not to any particular
paragraph or other subdivision.

                  2.  CALL OPTION.

                  (a) Citibank, N.A., which term shall include any successor
(the "Call Option Holder"), shall have the right to purchase, on the Reset Date,
all of the Bonds outstanding on the Reset Date (in whole and not in part),
including this Bond, from the registered holders thereof on the Reset Date (such
right, the "Call Option"), at a price equal to 100% of the principal amount of
the Bonds purchased (the "Face Value") and subject to the Call Option Holder
giving notice of its intention to purchase the outstanding Bonds as described
below (a "Call Notice"). Whether or not the Call Option is exercised with
respect to the Reset Date, the Company shall remain obligated to pay all accrued
and unpaid interest on this Bond, and interest that becomes payable on this Bond
on the Reset Date shall be payable to the registered holder of this Bond on the
corresponding Interest Payment Record Date, as provided herein and in the
Indenture.

                  (b) To exercise the Call Option, the Call Option Holder must
give a Call Notice to the registered holder of this Bond no later than the tenth
Market Day prior to the Reset Date, in the manner described in paragraph 11
below. Subject to paragraph 5(a) below, in the event a Call Notice is duly
given, the registered holder of this Bond on the Reset Date shall be obligated
to sell this Bond to the Call Option Holder, and the Call Option Holder shall be
obligated to purchase this Bond from such holder, at the Face Value on the Reset
Date. Each such sale and purchase shall be effected through the facilities of
the Depositary, with the registered holder being deemed to have automatically
tendered this Bond for sale to the Call Option Holder on the Reset Date in
accordance with the Depositary's Applicable Procedures as provided in paragraph
5 below. The registered holder's automatic tender of this Bond on the Reset Date
shall be subject to receipt of payment of the Face Value of this Bond as
provided in paragraph 5(a) below. Notwithstanding any exercise of the Call
Option with respect to this Bond, this Bond will remain outstanding until it
otherwise ceases to be outstanding pursuant to the Indenture. As used herein,
"Market Day" means a Business Day other than a day on which dealings in the U.S.
Treasury bond market are generally not being conducted.

                  (c) If the Call Option is exercised, this Bond shall be
subject to purchase by the Call Option Holder on the Reset Date as provided
herein and subject to paragraph 5(a) below. This will be the case for every
holder (and every beneficial holder) of the Bonds outstanding on the Reset Date,
including any holder that acquires an interest in this Bond after the Call
Notice is given or who is otherwise unaware that the Call Notice has been given.


                                      -12-
<PAGE>   13


                  3.  PUT OPTION.

                  (a) If the Call Option Holder does not exercise the Call
Option, the registered holder of this Bond on the Reset Date shall have the
right to require the Company to repurchase this Bond (in whole and not in part)
from such holder on the Reset Date (such right, the holder's "Put Option") at a
price equal to 100% of the principal amount of this Bond repurchased (the "Put
Price"), in the circumstances described in the next paragraph. In the event the
Put Option is exercised, the Put Price shall be payable by the Company to the
registered holder of this Bond on the Reset Date, whereas the accrued and unpaid
interest on this Bond that becomes payable on the Reset Date shall be payable by
the Company to the registered holder of this Bond on the corresponding Interest
Payment Record Date, as provided herein and in the Indenture. If for any reason
payment of the Put Price is not made when due on this Bond, the accrued interest
from the Reset Date to the date such payment is made would be payable by the
Company as part of the Put Price for this Bond, to the person entitled to
receive the Put Price.

                  (b) On the Reset Date, the registered holder of this Bond on
the Reset Date shall be deemed to have exercised its Put Option automatically,
without any action on its part, for the full principal amount of this Bond held
of record by such holder on the Reset Date unless either (x) the Call Option
Holder has duly given a Call Notice or (y) if the Call Option Holder does not
exercise the Call Option, (i) no later than 10:00 A.M. (Cincinnati, Ohio time)
on the seventh Market Day prior to the Reset Date, the registered holder of this
Bond at the time gives notice to the Trustee that such holder elects not to sell
this Bond to the Company on the Reset Date (a "Hold Notice") and (ii) such
notice is effective (an "Effective Hold Notice") under the 10% Requirement (as
defined below). A Hold Notice must be given in the manner described in paragraph
11 below. Consequently, with respect to this Bond on the Reset Date, if a Call
Notice is not duly given by the Call Option Holder and an Effective Hold Notice
is not duly given by the applicable holder as provided above, the Company shall
be obligated to repurchase this Bond from the registered holder on the Reset
Date, and the registered holder of this Bond on the Reset Date shall be
obligated to sell this Bond to the Company, at the Put Price on the Reset Date.
Any such sale and purchase shall be effected through the facilities of the
Depositary, with the registered holder of this Bond on the Reset Date being
deemed (in the absence of an Effective Hold Notice) to have automatically
tendered this Bond in whole for sale to the Company on the Reset Date, all in
accordance with the Depositary's Applicable Procedures as provided in paragraph
5 below. Notwithstanding any exercise of the Put Option with respect to this
Bond, this Bond shall remain outstanding until it otherwise ceases to be
outstanding pursuant to the Indenture.

                  (c) Notwithstanding the foregoing, no Hold Notice for this
Bond shall be effective unless Hold Notices are duly given with respect to at
least 10% of the


                                      -13-

<PAGE>   14

principal amount of the Bonds outstanding. The provision described in this
paragraph is called the "10% Requirement". If a Hold Notice is duly given for
this Bond but the 10% Requirement is not satisfied, the Trustee shall give
written notice of that fact (a "10% Requirement Notice") to the registered
holder of this Bond and the Company not later than the close of business on the
seventh Market Day before the Reset Date, in the manner described in paragraph
11 below.

                  (d) Notwithstanding the foregoing, the Put Option shall be
deemed to be automatically exercised if the Call Option Holder exercises the
Call Option but either (i) a Market Disruption Event or Failed Remarketing
occurs, as provided in paragraph 4 below, or (ii) the Call Option Holder fails
to pay the Face Value on the Reset Date, as provided in paragraph 5(a) below.

                  4.  INTEREST RATE.

                  During the Floating Rate Period, the Company shall pay
interest quarterly in arrears on November 16, 2001, February 16, 2002, May 16,
2002 and August 16, 2002 (each, an "Interest Payment Date"), to the person in
whose name this Bond is registered at the close of business on the fifteenth
calendar day (prior to the Reset Date, each, an "Interest Payment Record Date"),
whether or not it is a Business Day, immediately preceding the Interest Payment
Date.

                  During the Floating Rate Period, the interest rate on this
Bond will be calculated by the Trustee, and will be equal to LIBOR, as
determined below, plus 0.75%. The Trustee will set the interest rate on August
16, 2001 and reset the interest rate on November 16, 2001, February 16, 2002 and
May 16, 2002 (each of which, including August 16, 2001, a "Floating Rate Reset
Date"). Prior to the Reset Date, interest on this Bond will be calculated on the
basis of a 360-day year for the actual number of days elapsed.

                  The second London Business Day preceding each Floating Reset
Date is referred to as the "Floating Rate Determination Date" for that Floating
Reset Date. "London Business Day" means any day on which dealings in U.S.
dollars are transacted in the London interbank market.

                  The interest rate in effect on each date during the Floating
Rate Period that is not a Floating Rate Reset Date will be the interest rate
determined as of the Floating Rate Determination Date pertaining to the
immediately preceding Floating Rate Reset Date. The interest rate in effect on
each date during the Floating Rate Period that is a Floating Rate Reset Date
will be the interest rate determined as of the Floating Rate Determination Date
pertaining to that Floating Rate Reset Date.

                  "LIBOR" will be determined by the Trustee in accordance with
the


                                      -14-



<PAGE>   15


following provisions:

                  (1) With respect to any Floating Rate Determination Date,
LIBOR will be the rate for deposits in U.S. dollars having a maturity of three
months commencing on the first day of the applicable interest period that
appears on Telerate Page 3750 as of 11:00 a.m., London time, on that Floating
Rate Determination Date. If no applicable rate appears on Telerate Page 3750 on
that Floating Rate Determination Date, LIBOR, in respect of that Floating Rate
Determination Date, will be determined in accordance with the provisions
described in (2) below.

                  (2) With respect to a Floating Rate Determination Date on
which no rate appears on Telerate Page 3750, as specified in (1) above, the
Trustee will request the principal London offices of each of four major
reference banks in the London interbank market, as selected by the Trustee, to
provide it with its offered quotation for deposits in U.S. dollars for the
period of three months, commencing on the first day of the applicable interest
period, to prime banks in the London interbank market at approximately 11:00
a.m., London time, on that Floating Rate Determination Date and in a principal
amount that is representative for a single transaction in U.S. dollars in that
market at that time. If at least two quotations are provided, then LIBOR on that
Floating Rate Determination Date will be the arithmetic mean of those
quotations. If fewer than two quotations are provided, then LIBOR on the
Floating Rate Determination Date will be the arithmetic mean (rounded, if
necessary, to the nearest one-hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upwards) of the rates quoted
at approximately 11:00 a.m., New York City time, on the Floating Rate
Determination Date by three major banks in New York City selected by the Trustee
for loans in U.S. dollars to leading European banks, having a three month,
maturity and in a principal amount that is representative for a single
transaction in U.S. dollars in that market at that time. If the banks selected
by the Trustee are not providing quotations in the manner described in this
sentence, LIBOR for the interest period commencing on the Floating Rate Reset
Date following the Floating Rate Determination Date will be LIBOR in effect on
that Floating Rate Determination Date.

                  "Telerate Page 3750" means the display designated as "Page
3750" on Dow Jones Market Service or any successor service, for the purpose of
displaying the London interbank offered rates for U.S. dollar deposits.

                  The interest rate on this Bond shall be reset on the Reset
Date (or, if the Reset Date is not a Market Day, on the next Market Day
following the Reset Date), unless the Company is obligated to purchase this Bond
on such date pursuant to the Put Option. After the interest rate has been reset,
interest on this Bond will accrue from the Reset Date (even if it is not a
Market Day) at the new interest rate. Notwithstanding the foregoing, reset of
the interest rate shall be subject to the occurrence of a Market Disruption
Event or a Failed Remarketing as described below.


                                      -15-

<PAGE>   16


                  Following the Reset Date, the Company shall pay interest
semi-annually in arrears on February 16 and August 16, to the person in whose
name this Bond is registered at the close of business on February 2 and August
2, respectively (from and after the Reset Date, each, an "Interest Payment
Record Date"), whether or not it is a Business Day, immediately preceding the
Interest Payment Date. Following the Reset Date interest will be computed on the
basis of a 360-day year of twelve 30-day months.

                  Subject to its right to terminate the appointment of any such
agent, the Company shall take such action as is necessary to ensure that there
shall at all relevant times be a qualified financial institution appointed and
acting as its agent for the purpose of performing the actions contemplated
hereby to be performed by the Calculation Agent (such agent, including any
successor agent, the "Calculation Agent"). The Company has initially appointed
the Call Option Holder as Calculation Agent. If the interest rate is to be reset
on the Reset Date, the Calculation Agent shall effect the reset as set forth
below.

                  Between the tenth Market Day prior to the Reset Date and 11:00
A.M., New York City time, on the Calculation Date (as defined below), the
Calculation Agent shall select three leading financial institutions (one of
which will be Salomon Smith Barney Inc. if Salomon Smith Barney Inc. so
requests) that deal actively in the publicly-traded debt securities of the
Company in New York City and have agreed to participate as reference dealers in
connection with the rest of this Bond (the "Reference Dealers"). If the Call
Option Holder has exercised the Call Option and so requests, each Reference
Dealer must include in its participation agreement a written commitment
(satisfactory to the Call Option Holder) that, if it is selected as the Final
Dealer (as defined below), it shall purchase from the Call Option Holder on the
Calculation Date for settlement on the Reset Date and at the Final Offer Price
(as defined below), its Pro Rata (as defined below) portion of the Bonds that
the Call Option Holder purchases pursuant to the Call Option and tenders for
resale to the Final Dealer on the Reset Date. For each Reference Dealer, the
Calculation Agent shall request the name of and telephone and facsimile numbers
for one individual to represent such Reference Dealer.

                  On the sixth Market Day prior to the Reset Date (the
"Calculation Date"), the Calculation Agent shall undertake the following actions
to calculate a fixed rate at which interest will accrue on the Bonds from and
including the Reset Date to but excluding the Final Maturity (the "Reset
Period"). In paragraphs (a) and (b) below, all references to specific hours are
references to prevailing Cincinnati, Ohio time, and each notice shall be given
telephonically and shall be confirmed as soon as possible by facsimile to each
of the Calculation Agent and the Company. The times set forth below are
guidelines for action, and the Calculation Agent shall use reasonable efforts to
adhere to these times.

                  (a)      At 12:00 P.M., the Calculation Agent shall:

                                      -16-

<PAGE>   17


                           (i) determine (or obtain from the Call Option Holder,
                  if the Call Option Holder has exercised the Call Option) the
                  approximate ten-year U.S. Treasury bond yield at or about such
                  time, which shall be expressed as a percentage (the
                  "Designated Treasury Yield") and shall be based on the yield
                  of the most recently issued ten-year U.S. Treasury bond that
                  had an original settlement date on or before August 1, 2002
                  (the "Designated Treasury Bond");

                           (ii) calculate and provide to the Reference Dealers,
                  on a preliminary basis, a hypothetical price at which the
                  Bonds might be offered for sale to a Reference Dealer on the
                  Reset Date (the "Offer Price"). The Offer Price shall be
                  expressed as a percentage of the principal amount of the Bonds
                  and will equal 100% plus the Margin (as defined below), if the
                  Treasury Rate Difference (as defined below) is positive, or
                  100% minus the Margin, if the Treasury Rate Difference is
                  negative. The "Margin" means the present value, expressed as a
                  percentage of the principal amount of the Bonds, of the
                  absolute value of the Treasury Rate Difference applied to
                  twenty semi-annual periods (i.e., ten years), discounted at
                  the Designated Treasury Yield divided by two. The "Treasury
                  Rate Difference" means the percentage (which may be positive
                  or negative) equal to (x) 5.036% (the "Initial Treasury
                  Yield") minus (y) the Designated Treasury Yield; and

                           (iii) request each Reference Dealer to provide to the
                  Calculation Agent, when notified of the Final Offer Price as
                  described in paragraph (b) below, a firm bid, expressed as a
                  percentage representing an interest rate spread over the
                  Designated Treasury Yield (the "Spread"), at which such
                  Reference Dealer would be willing to purchase on the
                  Calculation Date for settlement on the Reset Date, at the
                  Final Offer Price, all of the Bonds. Each such firm bid must
                  be given on an "all-in" basis and must remain open for at
                  least 30 minutes after it is given.

                  (b) At 12:30 P.M., the Calculation Agent shall determine (or
obtain from the Call Option Holder, if the Call Option Holder has exercised the
Call Option) the Designated Treasury Yield on a final basis, and calculate and
provide to the Reference Dealers the Offer Price on a final basis (the "Final
Offer Price") and request each


                                      -17-



<PAGE>   18


Reference Dealer to submit its bid immediately as described in clause (a)(iii)
above. If the Calculation Agent receives at least two bids, the following shall
occur:

                           (i) the Reference Dealer providing the bid presenting
                  the lowest all-in Spread (the "Final Spread") shall be the
                  "Final Dealer"; provided that if more than one Reference
                  Dealer has provided a bid representing the lowest all-in
                  Spread (a "Qualifying Reference Dealer"), the Calculation
                  Agent will so notify each Qualifying Reference Dealer and each
                  Qualifying Reference Dealer will have the opportunity
                  immediately thereafter to submit a second firm bid in the
                  manner and on the terms specified in clause (a)(iii) above,
                  and the Qualifying Reference Dealer providing the bid
                  representing the lowest all-in Spread will be the Final Dealer
                  and if more than one Qualifying Reference Dealer has provided
                  a bid representing the lowest all-in Spread, each of such
                  Qualifying Reference Dealers will be a Final Dealer (also,
                  each referred to herein as the Final Dealer);

                           (ii) if the Call Option Holder has exercised the Call
                  Option, the Final Dealer shall purchase from the Call Option
                  Holder at the Final Offer Price, for settlement on the Reset
                  Date, its Pro Rata portion of the Bonds that the Call Option
                  Holder purchases pursuant to the Call Option and tenders for
                  resale to the Final Dealer on the Reset Date (assuming that
                  the interest rate on the Bonds will be reset so as to equal
                  the Adjusted Rate (as defined below) during the Reset Period)
                  (as used herein "Pro Rata" shall mean the amount equal to the
                  aggregate outstanding principal amount of the Bonds that the
                  Call Option Holder purchases pursuant to the Call Option
                  divided by the number of Final Dealers); the Final Dealer
                  shall not be obligated to purchase any Bonds if the Call
                  Option Holder has not exercised the Call Option;

                           (iii) the Calculation Agent shall calculate and
                  provide to the Company the "Adjusted Rate", which shall be the
                  semi-annual, bond-equivalent, fixed interest rate on the Bonds
                  required to produce, during the Reset Period, a semi-annual,
                  bond-equivalent yield on the Bonds that equals the sum of the
                  Final Spread plus the final Designated Treasury Yield,
                  assuming that the Bonds are purchased on the Reset Date at the
                  Final Offer Price; and


                                      -18-

<PAGE>   19


                           (iv) the interest rate on the Bonds shall be adjusted
                  so as to equal the Adjusted Rate, effective from and including
                  the Reset Date to but excluding the Final Maturity. If the
                  Call Option Holder has not exercised the Call Option and an
                  Effective Hold Notice is given for this Bond, the Company
                  shall promptly give written notice of the Adjusted Rate to the
                  registered holder.

All determinations regarding the Designated Treasury Yield and the Designated
Treasury Bond as described in clause (a)(i) and the first sentence of paragraph
(b) above shall be made by the Call Option Holder if another party is acting as
the Calculation Agent, unless the Call Option Holder has elected not to exercise
the Call Option, in which case such determinations will be made as necessary by
the Calculation Agent.

                  If the Calculation Agent determines that, on the Calculation
Date, (x) a Market Disruption Event (as defined below) has occurred or is
continuing or (y) fewer than two Reference Dealers have provided firm bids in a
timely manner pursuant to participation agreements satisfactory to the Call
Option Holder substantially as described above (a "Failed Remarketing"), the
steps contemplated above shall be taken on the next Market Day on which the
Calculation Agent determines that no Market Disruption Event has occurred or is
continuing and at least two Reference Dealers have provided bids pursuant to
participation agreements satisfactory to the Call Option Holder substantially as
described above. If the Calculation Agent determines that a Market Disruption
Event and/or a Failed Remarketing has occurred or is continuing for at least
four consecutive Market Days starting on the Calculation Date, then the Call
Option Holder shall be deemed not to have exercised the Call Option and the
Company shall repurchase this Bond on the Reset Date at the Put Price from the
registered holder hereof on the Reset Date, all as if the Put Option on this
Bond had been exercised, and the Company shall pay to the Call Option Holder, an
amount equal to the Margin, if the Treasury Rate Difference is positive. For
purposes of calculating the amount that the Company will pay to the Call Option
Holder, the Calculation Agent will redetermine the Designated Treasury Yield,
the Treasury Rate Difference and the Margin at 3:00 p.m., New York City time on
such fourth Market Day. In these circumstances, the registered holder may not
continue to hold this Bond by giving an Effective Hold Notice. The Calculation
Agent shall notify the Company of such determination promptly after the close of
business on such fourth Market Day. The Company shall give notice to the
registered holder that this Bond will be repurchased by the Company at the Put
Price, from the registered holder on the Reset Date, such notice to be given no
later than the second Market Day prior to the Reset Date in the manner described
below.

                  Notwithstanding the foregoing, if at any time the Call Option
Holder is not acting as Calculation Agent, then the determinations and notice to
the Company described


                                      -19-

<PAGE>   20


in the preceding paragraph shall be made and given by the Call Option Holder,
unless the Call Option Holder does not exercise the Call Option, in which case
such determinations and notice will be made and given by the Calculation Agent.

                  "Market Disruption Event" means any of the following: (i) a
suspension or material limitation in trading in securities generally on the New
York Stock Exchange or the establishment of minimum prices on such exchange;
(ii) a general moratorium on commercial banking activities declared by either
federal or New York State authorities; (iii) any material adverse change in the
existing financial, political or economic conditions in the United States of
America; (iv) an outbreak or escalation of hostilities involving the United
States of America or the declaration of a national emergency or war by the
United States of America; or (v) any material disruption of the U.S. government
securities market, U.S. corporate bond market and/or U.S. federal wire system.

                  All determinations regarding Market Disruption Events and
Failed Remarketings, including whether or not any such event has occurred or is
continuing, shall be made by the Calculation Agent (or the Call Option Holder,
if applicable as provided above) in its sole discretion.

                  All percentages resulting from any calculation with respect to
the Bonds will be rounded to the nearest one hundred-thousandth of a percentage
point, and all U.S. dollar amounts will be rounded to the nearest cent (with
one-half cent being rounded upwards).

                  All determinations made by the Calculation Agent (or the Call
Option Holder) regarding the matters described herein shall be final, conclusive
and binding on all concerned absent manifest error. To the extent permitted by
law, no determination made by the Calculation Agent (or the Call Option Holder)
regarding the matters described herein shall give rise to any liability on the
part of the Calculation Agent, the Call Option Holder, the Trustee or the
Company.

                  5.  SETTLEMENT ON EXERCISES OF CALL OPTION OR PUT OPTION.

                  For as long (but only for as long) as this Bond or any portion
hereof is issued in the form of a Global Security, the provisions of paragraphs
5(a) through 5(d) below, inclusive, shall apply with respect to this Bond or
such portion, as the case may be.

                  (a) If the Call Option is exercised, then, on the Reset Date,
all beneficial interests in this Bond held by or through Agent Members (as
defined below) shall be transferred to a Depositary account designated by the
Call Option Holder. The transfers shall be made automatically, without any
action on the part of any holder or beneficial owner, by book entry through the
facilities of the Depositary. The Call Option Holder shall be obligated to make
payment of the Face Value of this Bond to the Depositary or its


                                      -20-

<PAGE>   21



nominee, for credit to the accounts of the Agent Members by or through which
beneficial interests in this Bond are held, by the close of business on the
Reset Date. Each such transfer shall be made against the corresponding payment,
and each such payment shall be made against the corresponding transfer, in
accordance with the Depositary's Applicable Procedures. In all cases, the
Company shall remain obligated to make payment of accrued and unpaid interest on
this Bond, with interest payable on the Reset Date being payable to the
registered holder on the corresponding Interest Payment Record Date.

                  If the Call Option Holder fails to pay the Face Value of this
Bond on the Reset Date, the Call Option shall be deemed not to have been
exercised and the Put Option shall be deemed to have been exercised on this
Bond. In these circumstances, the registered holder on the Reset Date may not
continue to hold this Bond by giving an Effective Hold Notice, and the Company
will be obligated to pay, not later than two Business Days following the Reset
Date, the Put Price for this Bond (including accrued interest from the Reset
Date to but excluding the date payment is made), with settlement otherwise
occurring as described in paragraph 5(b).

                  As used herein, (i) "Agent Member" means, at any time, any
person who is a member of, or participant in, the Depositary at such time and
(ii) "Applicable Procedures" means, with respect to any payment, transfer or
other transaction to be effected with respect to a Global Security, through the
facilities of the Depositary at any time, the policies and procedures of the
Depositary applicable to such transaction, as in effect at such time.

                  (b) If the Put Option is exercised as to this Bond, then, on
the Reset Date, all beneficial interests in this Bond held by or through Agent
Members shall be transferred to a Depositary account designated by the Company.
The transfers shall be made automatically, without any action on the part of any
holder or beneficial owner, by book entry through the facilities of the
Depositary. The Company shall be obligated to make payment of the Put Price of
this Bond to the Depositary or its nominee, for credit to the accounts of the
Agent Members by or through which beneficial interests in this Bond are held, by
the close of business on the Reset Date. Each such transfer shall be made
against the corresponding payment, and each such payment shall be made against
the corresponding transfer, in accordance with the Depositary's Applicable
Procedures. If the Company fails to pay the Put Price for this Bond on the Reset
Date, accrued interest at the then applicable rate from the Reset Date to the
date the payment is made shall be payable as part of such Put Price, in the same
manner and for credit to the same accounts as such Put Price. Whether or not
purchased pursuant to the Put Option, the Company shall remain obligated to make
payment of accrued and unpaid interest on this Bond, with interest payable on
the Reset Date being payable to the registered holder on the corresponding
Interest Payment Record Date as provided herein and in the Indenture.


                                      -21-

<PAGE>   22


                  (c) The transactions described in paragraphs 5(a) and 5(b)
above shall be executed on the Reset Date through the facilities of the
Depositary in accordance with its Applicable Procedures, and the accounts of the
respective Agent Members shall be debited and credited and beneficial interests
in this Bond shall be delivered by book entry as necessary to effect the
purchases and sales provided for above. Unless the Depositary's Applicable
Procedures require otherwise, such transactions shall settle, and all other
payments in respect of the Bonds shall be made, in immediately available funds
through DTC's Same-Day Funds Settlement System. Notwithstanding any provision
hereof or of the Indenture, neither the Company, the Trustee, the Call Option
Holder, nor any agent of any such person, shall have any responsibility with
respect to the Applicable Procedures or for any payments, transfers or other
transactions, or any notices or other communications, among the Depositary, its
Agent Members, any other direct or indirect participants therein and any
beneficial owners of a Global Security. For all purposes of this Bond and the
Indenture, any payment or notice to be made or given with respect to this Bond
by the Company or the Call Option Holder shall be deemed made or given when made
or given to the Depositary or its nominee, in accordance with its Applicable
Procedures.

                  (d) The settlement procedures described in paragraphs 5(a),
5(b) and 5(c) above may be modified, notwithstanding any contrary terms of the
Bonds or the Indenture, to the extent required by the Depositary. In addition,
notwithstanding any contrary terms of the Bonds or the Indenture, the Company
may modify the settlement procedures described in paragraphs 5(a), 5(b) and 5(c)
above in order to facilitate the settlement process.

                  (e) If any Bonds are issued in non-book-entry form, the
Company shall modify the provisions of paragraphs 5(a) through 5(d) above,
inclusive, so as to ensure that the Reset Date settlements of transactions in
such Bonds are effected in as comparable a manner as practical, provided that
such modified procedures shall not adversely affect the interests of the holders
of the outstanding Bonds in any material respect.

                  6.  OPTIONAL REDEMPTION.

                  The Bonds will be redeemable, in whole or in part, at the
option of the Company at any time after the Reset Date at a redemption price
equal to the greater of (i) 100% of the principal amount of the Bonds 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.


                                      -22-
<PAGE>   23





                  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 Bonds or portions thereof called for redemption.

                  7.  DEFEASANCE AND COVENANT DEFEASANCE.

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

                  8.  DEFAULT, WAIVER, AMENDMENT AND ENFORCEMENT.
                      ------------------------------------------

                  (a) For all purposes of this Bond and the Indenture, any
amount payable by the Company in respect of the Put Price of this or any other
Bond (including any such amount payable by the Company because the Call Option
Holder fails to pay the Face Value of any Bond after its exercise of the Call
Option as to this Bond) shall be deemed to be an amount payable by the Company
in respect of the principal of such Bond at its maturity, and any default by the
Company in paying such amount shall be deemed to be a default in the payment of
such principal at maturity. No failure by the Call Option Holder to purchase any
Bond pursuant to the Call Option shall be deemed to be a default under this Bond
or the Indenture for any purpose.

                  (b) As provided in and subject to the provisions of the
Indenture, no holder of this Bond shall have the right to institute any suit,
action or proceeding with respect to the Indenture, or for appointment of any
receiver or trustee or for any other remedy thereunder, unless an Event of
Default with respect to the Bonds shall have occurred and be continuing and such
holder previously shall have given the Trustee written notice of default and the
continuance thereof, the holders of not less than 25% in aggregate principal
amount of the Bonds then outstanding shall have made written request to the
Trustee to institute such suit, action or proceeding and shall have offered to
the Trustee reasonable indemnity and the Trustee, for 60 days after the receipt
of such notice, request and offer of indemnity, shall have neglected or refused
to institute the same and shall not have received any direction inconsistent
therewith from the holders of a majority in aggregate principal amount of all
affected Securities then outstanding; 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 Bond
on or after the respective due dates expressed herein.

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


                                      -23-


<PAGE>   24


and unconditional, to pay the principal or Put Price of and interest on this
Bond at the times, place, and rate, and in the coin or currency herein
prescribed.

                  (d) Any consent, waiver or other action by the registered
holder of this Bond provided pursuant to this Bond or the Indenture (unless
effectively revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders of this Bond and of any
Bond issued in exchange or substitution herefor, irrespective of whether or not
any notation of such consent or waiver is made upon this Bond or such other
Bond.

                  9.  FORM AND DENOMINATION; GLOBAL SECURITIES.

                  (a) The Bonds are issuable as fully registered Bonds without
coupons in the denominations of $1,000 and any whole multiple of $1,000. At the
corporate trust office of the Trustee referred to on the face hereof, and in the
manner and subject to the limitations provided herein and in the Indenture,
Bonds may be exchanged for a like aggregate principal amount of Bonds of other
authorized denominations, without payment of any charge other than a sum
sufficient to reimburse the Company for any tax or other governmental charge
incident thereto.

                  (b) The transfer of this Bond is registrable by the registered
holder hereof in person or by his attorney, duly authorized in writing, on the
books of the Company at the office or agency of the Company referred to on the
face hereof, subject to the terms of this Bond and the Indenture but without
payment of any charge other than a sum sufficient to reimburse the Company for
any tax or other governmental charge incident thereto, and upon surrender and
cancellation of this Bond upon any such transfer, a new Bond or Bonds of
authorized denomination or denominations, for the same aggregate principal
amount, shall be issued to the transferee in exchange herefor.

                  (c) The Bond evidenced by this certificate has been issued in
the form of a Global Security and, for as long as this Bond shall be issued in
such form, the provisions of paragraphs (c)(i) through (c)(iv), inclusive, below
shall apply to this Bond.

                           (i) Notwithstanding any other provision of this Bond
                  or the Indenture, this Global Security may not be exchanged in
                  whole or in part for Bonds registered, and no transfer of this
                  Global Security in whole or in part may be registered, in the
                  name of any person other than the Depositary or a nominee
                  thereof unless (A) the Depositary has notified the Company
                  that (1) it is unwilling or unable to continue as Depositary
                  or (2) has ceased to be a clearing agency registered under the
                  Exchange Act or (B) there shall have occurred and be
                  continuing an Event of Default with


                                      -24-

<PAGE>   25



                  respect to the Bonds, or except as the Company may request in
                  order to facilitate the purchase of this Bond or any portion
                  hereof by the Call Option Holder pursuant to the Call Option
                  or by the Company pursuant to the Put Option (provided that,
                  after consummation of any such purchase pursuant to the Call
                  Option, the Bond or portion so purchased may be reissued in
                  the form of a Global Security in accordance with the
                  Applicable Procedures).

                           (ii) Subject to paragraph (c)(i) above, any exchange
                  of this Global Security for other Bonds may be made in whole
                  or in part, and all Bonds issued in exchange for this Global
                  Security or any portion hereof shall be registered in such
                  names and delivered to such persons as the Depositary shall
                  direct.

                           (iii) Every Bond authenticated and delivered upon
                  registration of transfer of, or in exchange for or in lieu of,
                  this Global Security or any portion hereof shall be issued and
                  authenticated in the form of, and shall be, a Global Security,
                  shall bear such legend as the Depositary may require and shall
                  be delivered to the Depositary or a nominee thereof or
                  custodian therefor, unless such Bond is registered in the name
                  of a person other than the Depositary or a nominee thereof.

                           (iv) As used herein, (A) "Global Security" means a
                  Bond that evidences all or any portion of the Bonds and is
                  registered in the name of the Depositary (or its nominee), (B)
                  "Depositary" means a clearing agency registered under the
                  Exchange Act and designated by the Company to act as
                  Depositary for the Bonds issued in book-entry form, and (C)
                  "Exchange Act" means the Securities Exchange Act of 1934 (or
                  any successor provision) as amended from time to time.

                  10. HOLDER.

                  The Company, the Trustee and the Call Option Holder (and any
agent of any such person) may treat the person in whose name this Bond shall be
registered as of the date of determination upon the books of the Company kept
for such purpose pursuant to the Indenture as the sole and absolute owner and
holder of this Bond (whether or not this Bond shall be overdue and
notwithstanding any notation of ownership or other writing hereon) for all
purposes, including the making of any payment in respect hereof, any exercise of
the Call Option or the Put Option and consummation of any sale and

                                      -25-

<PAGE>   26



purchase hereof pursuant thereto, the giving of any Call Notice, Hold Notice or
other notice with respect hereto, and the giving of any consent or taking of any
other action with respect hereto, and neither the Company nor the Trustee or the
Call Option Holder or any such agent shall be affected by any notice to the
contrary.

                  11. NOTICES.

                  For as long as this Bond (or any portion hereof) is issued in
the form of a Global Security, each Call Notice, 10% Requirement Notice and any
other notice to be given to the holder of this Bond (or any such portion) shall
be deemed to have been duly given to such holder when given to the Depositary,
or its nominee, in accordance with its Applicable Procedures.

                  If at any time this Bond (or any portion hereof) is not issued
in the form of a Global Security, each Call Notice, 10% Requirement Notice and
any other notice to be given to the holder of this Bond (or any such portion)
shall be deemed to have been duly given to such holder upon the mailing of such
notice to the registered holder at such holder's address as it appears on the
books of the Company maintained for such purpose pursuant to the Indenture as of
the close of business preceding the day such notice is given.

                  Neither the failure to give any notice nor any defect in any
notice given to the holder of this Bond or any other Bond shall affect the
sufficiency of any notice given to another holder of any Bonds.

                  With respect to this Bond, whether or not issued in the form
of a Global Security, Hold Notices may be given by the registered holder hereof
to the Trustee only by facsimile transmission or by mail and must actually be
received by the Trustee at the following address no later than 10:00 A.M., New
York City time, on the seventh Market Day prior to the Reset Date:

                          U.S Bank, N.A.
                          425 Walnut Street, P.O. Box 1118
                          Cincinnati, Ohio 45201-1118
                          Attention:  Corporate Trust Administration
                          Facsimile no.: (513) 632-5511

Hold Notices may be given with respect to this Bond only by the registered
holder hereof.

                  12. NO RECOURSE.

                  No recourse shall be had for the payment of the principal of,
or the interest on, this Bond or of the Face Value upon any exercise of the Call
Option or of the Put Price upon any exercise of the Put Option, or for any claim
based hereon, or otherwise in


                                      -26-

<PAGE>   27



respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation or entity, whether by virtue of any constitution, statute or rule of
law or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

                  13. PROVISIONS RELATING TO THE CALL OPTION HOLDER.

                  Insofar as the provisions of this Bond purport to provide
rights to the Call Option Holder against any holder of this Bond, such rights
(including such rights to purchase this Bond pursuant to the Call Option) shall
be rights of the Company and shall be enforceable by the Company against such
holder. Each holder of this Bond shall hold this Bond (and by holding the same
shall be deemed to have agreed to do so) subject to the foregoing. Without
limiting the foregoing, the Call Option Holder may take any action under this
Bond (including giving any notice, making any determination and effecting any
settlement pursuant to paragraphs 2, 4 and 5 hereof) that the provisions of this
Bond contemplate may be taken by the Call Option Holder.

                  Pursuant to section 6 of the Calculation Agency Agreement,
dated as of August 16, 2001, the Call Option Holder has agreed with the Company,
for the benefit of the applicable holder of this Bond from time to time, that,
if the Call Option Holder exercises the Call Option, the Call Option Holder will
purchase this Bond from the registered holder hereof on the Reset Date, upon the
terms and subject to the conditions set forth herein. Except as may be expressly
provided in section 6 of such agreement, no holder of this Bond shall have any
right, remedy or claim against the Call Option Holder under this Bond, the
Indenture or such agreement.

                  No provision of this Bond shall be invalid or unenforceable by
reason of any reference herein to the Call Option Holder. In addition, no
provision of this paragraph shall be construed to impair or otherwise affect any
rights that the Call Option Holder may have at any time as a holder of any
Securities.

                  14. GOVERNING LAW.

                  As provided in the Indenture, this Bond shall for all purposes
be governed by and construed in accordance with the laws of the State of New
York.

Section 204.      FORM OF GUARANTEE.
                  The form of Guarantee shall be set forth on the Securities
substantially as follows:

                                    GUARANTEE

                                      -27-

<PAGE>   28


         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 this Security the payment of principal of,
premium, if any, and interest on this Security upon which this Guarantee is
endorsed 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 this Security, if lawful, and the payment or performance of
all other obligations of the Company under the Indenture or the Securities, to
the holder of this Security and the Trustee, all in accordance with and subject
to the terms and limitations of this Security and Article Five of the Twelfth
Supplemental Indenture to the Indenture. This Guarantee will not become
effective until the Trustee duly executes the certificate of authentication on
this Security. 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:


Attest:
                                     Each of the Guarantors Listed on Schedule I
                                     hereto, as Guarantor of the Securities
---------------------------------
Assistant Secretary/Secretary        By:
                                        ---------------------------------------
                                        Name:
                                        Title:


Attest:                              RJD ASSURANCE, INC.,
                                     as Guarantor of the Securities
                                     VINE COURT ASSURANCE INCORPORATED,
                                     as Guarantor of the Securities
---------------------------------
Treasurer
                                     By:
                                        ---------------------------------------
                                        Name:  Bruce M. Gack
                                        Title: Senior Vice President/Vice
                                               President


                                     RICHIE'S INC., as Guarantor of the
                                     Securities

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



                                      -28-
<PAGE>   29

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

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






                                      -29-
<PAGE>   30


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

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

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





                                      -30-
<PAGE>   31


                                   SCHEDULE I

                                   Guarantors

<TABLE>
<CAPTION>
Name of Guarantor                                                        State of Organization
-----------------                                                        ---------------------
<S>                                                                      <C>
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
FM Holding Corporation                                                   Delaware
FM, Inc.                                                                 Utah
Food 4 Less GM, Inc.                                                     California
Food 4 Less Holdings, Inc.                                               Delaware
Food 4 Less Merchandising, Inc.                                          California
Food 4 Less of California, Inc.                                          California
Food 4 Less of Southern California, Inc.                                 Delaware
Fred Meyer, Inc.                                                         Delaware
Fred Meyer Jewelers, Inc.                                                California
Fred Meyer of Alaska, Inc.                                               Alaska
Fred Meyer of California, Inc.                                           California
Fred Meyer Stores, Inc.                                                  Delaware
Grand Central, Inc.                                                      Utah
Hughes Markets, Inc.                                                     California
Hughes Realty, Inc.                                                      California
Inter-American Foods, Inc.                                               Ohio
JH Properties, Inc.                                                      Washington
Junior Food Stores of West Florida, Inc.                                 Florida
J.V. Distributing, Inc.                                                  Michigan
KRGP Inc.                                                                Ohio
KRLP Inc.                                                                Ohio
Kroger Dedicated Logistics Co.                                           Ohio
Kroger Limited Partnership I                                             Ohio (limited partnership)
Kroger Limited Partnership II                                            Ohio (limited partnership)
Kroger Texas L.P.                                                        Ohio (limited partnership)
KU Acquisition Corporation                                               Washington
Kwik Shop, Inc.                                                          Kansas
Mini Mart, Inc.                                                          Wyoming
Peyton's-Southeastern, Inc.                                              Tennessee
</TABLE>


                                      -31-
<PAGE>   32

<TABLE>
<CAPTION>
Name of Guarantor                                                        State of Organization
-----------------                                                        ---------------------
<S>                                                                      <C>
QFC Sub, Inc.                                                            Washington
Quality Food Centers, Inc.                                               Washington
Quality Food Holdings, Inc.                                              Delaware
Quality Food, Inc.                                                       Delaware
Quik Stop Markets, Inc.                                                  California
Ralphs Grocery Company                                                   Delaware
Roundup Co.                                                              Washington
Second Story, Inc.                                                       Washington
Smith's Beverage of Wyoming, Inc.                                        Wyoming
Smith's Food & Drug Centers, Inc.                                        Delaware
The Kroger Co. of Michigan                                               Michigan
THGP Co., Inc.                                                           Pennsylvania
THLP Co., Inc.                                                           Pennsylvania
Topvalco, Inc.                                                           Ohio
Turkey Hill, L.P.                                                        Pennsylvania (limited partnership)
Wells Aircraft, Inc.                                                     Kansas
</TABLE>





                                      -32-
<PAGE>   33

                                  ARTICLE THREE

                            THE SERIES OF SECURITIES

Section 301.      TITLE AND TERMS.

                  There shall be a series of Securities designated as the
"Puttable Reset Securities PURS(SM) due August 16, 2012" of the Company. Their
Stated Maturity shall be August 16, 2012, and they shall bear interest as set
forth on the reverse side of the Security.

                  Certain terms of the Securities are set forth on the face and
the reverse of the Security.

                  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 Twelfth Supplemental Indenture.


                                  ARTICLE FOUR

                  MODIFICATIONS AND ADDITIONS TO THE INDENTURE

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


                  With respect to the Securities of this series, each of
Sections 801 and 802 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


                                      -33-
<PAGE>   34


                  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
                  Twelfth Supplemental Indenture, including the due and punctual
                  payment of the principal of and interest on all the Securities
                  of the series created by the Twelfth 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 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


                                      -34-
<PAGE>   35

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

                  "Section 1009.  LIMITATIONS ON LIENS.

                  After the date hereof and so long as any Securities of the
                  series created by the Twelfth 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 Twelfth 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:


                                      -35-
<PAGE>   36

(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 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


                                      -36-
<PAGE>   37

                  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 arising out of
                  judgments or awards against the Company or any Restricted
                  Subsidiary with respect to which the Company or such
                  Restricted


                                      -37-
<PAGE>   38

                  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 Twelfth 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


                                      -38-
<PAGE>   39

                  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 Twelfth Supplemental
                  Indenture pursuant to Section 1009; or

(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 Twelfth
                  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 Twelfth 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


                                      -39-
<PAGE>   40

                  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 Twelfth 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 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


                                      -40-
<PAGE>   41

         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, 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


                                      -41-
<PAGE>   42

                  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 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 Twelfth Supplemental


                                      -42-
<PAGE>   43

                  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.


                                      -43-
<PAGE>   44

                  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 after the Reset Date 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


                                      -44-
<PAGE>   45

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 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.


                                      -45-
<PAGE>   46

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 Twelfth 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 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 Twelfth 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.


                                      -46-
<PAGE>   47

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 Twelfth 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 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 Twelfth Supplemental Indenture is subject to Section 507
hereof.


                                      -47-
<PAGE>   48

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 Twelfth 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 Twelfth 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 Twelfth Supplemental Indenture and its
Guarantee.


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 Twelfth 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


                                      -48-
<PAGE>   49

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
Twelth 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 Twelfth 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 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;


                                      -49-
<PAGE>   50

                  (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
Twelfth 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.

                   (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 Twelfth Supplemental Indenture on behalf of each Guarantor.


                                      -50-
<PAGE>   51

                                   ARTICLE SIX

                                                   MISCELLANEOUS

Section 601.      MISCELLANEOUS.

                  (a) The Trustee accepts the trusts created by the Indenture,
as supplemented by this Twelfth Supplemental Indenture, and agrees to perform
the same upon the terms and conditions of the Indenture, as supplemented by this
Twelfth 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
Twelfth 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 Twelfth Supplemental Indenture all of its
respective representations, covenants and agreements set forth in the Indenture.

                  (e) All covenants and agreements in this Twelfth 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 Twelfth 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 Twelfth 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 Twelfth
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 Twelfth
Supplemental Indenture as so modified or excluded, as the case may be.


                                      -51-
<PAGE>   52

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

                  (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 Twelfth Supplemental Indenture
shall be deemed to be incorporated in, and made a part of, the Indenture; and
the Indenture, as supplemented by this Twelfth 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.




                                      -52-
<PAGE>   53



                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all 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:
------------------------------       ------------------------------------------
Assistant Secretary/Secretary        Name:  Paul W. Heldman
                                     Title: Senior Vice President/Vice President

Attest:                           RJD ASSURANCE, INC., as Guarantor of the
                                  Securities VINE COURT ASSURANCE INCORPORATED,
                                  as Guarantor of the Securities
------------------------------
 Treasurer                        By:
                                     ------------------------------------------
                                     Name:  Bruce M. Gack
                                     Title: Senior Vice President/ Vice
                                            President

                                  RICHIE'S INC., as Guarantor of the Securities

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

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

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




                                      -53-
<PAGE>   54



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

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






                                      -54-
<PAGE>   55


                                   SCHEDULE I

                                   Guarantors


<TABLE>
<CAPTION>
Name of Guarantor                                                        State of Organization
-----------------                                                        ---------------------
<S>                                                                      <C>
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
FM Holding Corporation                                                   Delaware
FM, Inc.                                                                 Utah
Food 4 Less GM, Inc.                                                     California
Food 4 Less Holdings, Inc.                                               Delaware
Food 4 Less Merchandising, Inc.                                          California
Food 4 Less of California, Inc.                                          California
Food 4 Less of Southern California, Inc.                                 Delaware
Fred Meyer, Inc.                                                         Delaware
Fred Meyer Jewelers, Inc.                                                California
Fred Meyer of Alaska, Inc.                                               Alaska
Fred Meyer of California, Inc.                                           California
Fred Meyer Stores, Inc.                                                  Delaware
Grand Central, Inc.                                                      Utah
Hughes Markets, Inc.                                                     California
Hughes Realty, Inc.                                                      California
Inter-American Foods, Inc.                                               Ohio
JH Properties, Inc.                                                      Washington
Junior Food Stores of West Florida, Inc.                                 Florida
J.V. Distributing, Inc.                                                  Michigan
KRGP Inc.                                                                Ohio
KRLP Inc.                                                                Ohio
Kroger Dedicated Logistics Co.                                           Ohio
Kroger Limited Partnership I                                             Ohio (limited partnership)
Kroger Limited Partnership II                                            Ohio (limited partnership)
Kroger Texas L.P.                                                        Ohio (limited partnership)
KU Acquisition Corporation                                               Washington
Kwik Shop, Inc.                                                          Kansas
Mini Mart, Inc.                                                          Wyoming
Peyton's-Southeastern, Inc.                                              Tennessee
</TABLE>


                                      -55-
<PAGE>   56

<TABLE>
<CAPTION>
Name of Guarantor                                                        State of Organization
-----------------                                                        ---------------------
<S>                                                                      <C>
QFC Sub, Inc.                                                            Washington
Quality Food Centers, Inc.                                               Washington
Quality Food Holdings, Inc.                                              Delaware
Quality Food, Inc.                                                       Delaware
Quik Stop Markets, Inc.                                                  California
Ralphs Grocery Company                                                   Delaware
Roundup Co.                                                              Washington
Second Story, Inc.                                                       Washington
Smith's Beverage of Wyoming, Inc.                                        Wyoming
Smith's Food & Drug Centers, Inc.                                        Delaware
The Kroger Co. of Michigan                                               Michigan
THGP Co., Inc.                                                           Pennsylvania
THLP Co., Inc.                                                           Pennsylvania
Topvalco, Inc.                                                           Ohio
Turkey Hill, L.P.                                                        Pennsylvania (limited partnership)
Wells Aircraft, Inc.                                                     Kansas
</TABLE>




                                      -56-
<PAGE>   57







STATE OF _________   )
                   )  ss.:
COUNTY OF ________ )


                  On the day of August, 2001, 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 day of August, 2001, 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>   58


STATE OF _________  )
                    )  ss.:
COUNTY OF ________  )


                  On the day of August, 2001, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he is _________________ of 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 day of August, 2001, 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.


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                                      -2-
<PAGE>   59


STATE OF __________  )
                     )  ss.:
COUNTY OF _________  )


                  On the day of August, 2001, 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.



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