<PAGE>


                                                                   Exhibit 4.3.1


     FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of June 17, 2002, between The
Kroger Co., a corporation duly organized and existing under the laws of the
State of Ohio (herein called the "Company"), having its principal office at 1014
Vine Street, Cincinnati, Ohio 45202, the Guarantors listed on the signature
pages and Schedule I hereto (each, a "Guarantor") and U.S. Bank, N.A. (formerly
known as Firstar Bank, N.A.), a banking corporation duly organized and existing
under the laws of the State of Ohio, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

                       "Attributable Debt" means, in connection with a Sale and
               Lease-Back Transaction, as of any particular time, the aggregate
               of present values (discounted at a rate per annum equal to the
               interest

                                      -2-

<PAGE>

               rate borne by the Securities of the series created by this
               Fourteenth 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 or
               Sunday or a day on which banking institutions in New York City or
               Cincinnati, Ohio are authorized or obligated by law or executive
               order to close.

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

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

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

                                      -3-

<PAGE>

                       "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 Fourteenth Supplemental
               Indenture, and any refinancing or other restructuring of such
               agreement or facility.

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

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

                       "Operating Assets" means all merchandise inventories,
               furniture, fixtures and equipment (including all transportation
               and

                                      -4-

<PAGE>

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

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

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

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

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

                                      -5-

<PAGE>

                  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.

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

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

                                 THE KROGER CO.

                           6.20% Senior Notes due 2012

CUSIP No. 501044 CD 1
No. ........                                                       $ ........

                  The Kroger Co., a corporation duly organized and existing
under the laws of the State of Ohio (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to , or registered assigns, the principal
sum of $ on June 15, 2012 and to pay interest thereon from June 17, 2002, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on June 15 and December 15 in each year,
commencing December 15, 2002 at the rate of interest of 6.20% per annum until
the principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or

                                      -6-

<PAGE>

duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the June 1 or December 1 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.

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

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

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

                                      -7-

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

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

Dated: June 17, 2002
                                             THE KROGER CO.


                                             By ________________________________

Attest:

______________________________

               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_________________________________
                                                       Authorized Officer

Section 203.   Form of Reverse of Security.

               This Security is one of a duly authorized issue of Securities of
the Company (including the related Guarantees, the "Securities") issued and to
be issued under an Indenture dated as of June 25, 1999, as supplemented by the
First Supplemental Indenture dated as of June 25, 1999, the Second Supplemental
Indenture dated as of June 25, 1999, the Third Supplemental Indenture dated as
of June 25, 1999, the Fourth Supplemental Indenture dated as of September 22,
1999, the Fifth Supplemental Indenture dated as of September 22, 1999, the Sixth
Supplemental Indenture dated as of September 22, 1999, the Seventh Supplemental
Indenture dated as of February 11, 2000, the Eighth Supplemental Indenture dated
as of February 11, 2000, the Ninth Supplemental Indenture dated as of August 21,
2000, the Tenth Supplemental Indenture dated as of May 11, 2001, the Eleventh
Supplemental Indenture dated as of May 11, 2001, the Twelfth Supplemental
Indenture dated as of August 16, 2001, the Thirteenth Supplemental Indenture
dated as of April 3, 2002, and the Fourteenth Supplemental

                                      -8-

<PAGE>

Indenture dated as of June 17, 2002 (as so supplemented, herein called the
"Indenture"), each between the Company and the Guarantors named therein, and
Firstar Bank, N.A. (now known as U.S. Bank, N.A.), as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Guarantors named therein, the Trustee
and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof, initially limited in aggregate principal
amount to $350,000,000.

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

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

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

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

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

               The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of 50% in aggregate

                                      -9-

<PAGE>

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

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

               No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.

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

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

                                      -10-

<PAGE>

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

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

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

Section 204.   Form of Guarantee.

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

                                    GUARANTEE

     For value received, each of the undersigned hereby absolutely, fully and
unconditionally and irrevocably guarantees, jointly and severally with each
other Guarantor, to the holder of 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 Fourteenth
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: June 17, 2002


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

______________________________       By: _____________________________
Assistant Secretary/Secretary            Name:
                                         Title:

                                      -11-

<PAGE>

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


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


                                 RICHIE'S INC., as Guarantor of the Securities


                                 By: ________________________________
                                     Name:  Thomas P. O'Brien, Jr.
                                     Title: Vice President


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


                                 By: ________________________________
                                     Name:  Paul Schweitzer
                                     Title: Vice President

                                      -12-

<PAGE>

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

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


                                            By: ________________________________
                                                Name:
                                                Title:

                                      -13-

<PAGE>

                                   SCHEDULE I

                                   Guarantors

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

Alpha Beta Company                             California
Bay Area Warehouse Stores, Inc.                California
Bell Markets, Inc.                             California
Cala Co.                                       Delaware
Cala Foods, Inc.                               California
CB&S Advertising Agency, Inc.                  Oregon
Crawford Stores, Inc.                          California
Dillon Companies, Inc.                         Kansas
Dillon Real Estate Co., Inc.                   Kansas
Distribution Trucking Company                  Oregon
Drugs Distributors, Inc.                       Indiana
F4L L.P.                                       Ohio
FM, Inc.                                       Utah
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
Hughes Markets, Inc.                           California
Hughes Realty, Inc.                            California
Inter-American Foods, Inc.                     Ohio
Junior Food Stores of West Florida, Inc.       Florida
J.V. Distributing, Inc.                        Michigan
KRGP Inc.                                      Ohio
KRLP Inc.                                      Ohio
The Kroger Co. of Michigan                     Michigan
Kroger Dedicated Logistics Co.                 Ohio
Kroger Group Cooperative, Inc.                 Ohio
Kroger Limited Partnership I                   Ohio
Kroger Limited Partnership II                  Ohio
Kroger Texas L.P.                              Ohio
KU Acquisition Corporation                     Washington
Kwik Shop, Inc.                                Kansas

                                      -14-

<PAGE>

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

Mini Mart, Inc.                                Wyoming
Peyton's-Southeastern, Inc.                    Tennessee
QFC Sub, Inc.                                  Washington
Quality Food Centers, Inc.                     Washington
Quality Food Holdings, Inc.                    Delaware
Quality Food, Inc.                             Delaware
Quik Stop Markets, Inc.                        California
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
THGP Co., Inc.                                 Pennsylvania
THLP Co., Inc.                                 Pennsylvania
Topvalco, Inc.                                 Ohio
Turkey Hill, L.P.                              Pennsylvania
Wells Aircraft, Inc.                           Kansas

                                      -15-

<PAGE>

                                  ARTICLE THREE

                            THE SERIES OF SECURITIES

Section 301.   Title and Terms.

               There shall be a series of Securities designated as the "6.20%
Senior Notes due 2012" of the Company. Their Stated Maturity shall be June 15,
2012, and they shall bear interest at the rate of 6.20% per annum.

               Interest on the Securities of this series will be payable
semi-annually on June 15 and December 15 of each year, commencing December 15,
2002, until the principal thereof is made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will be paid to the Person in whose name the Securities of this series (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the June 1 or December 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.

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

               The aggregate principal amount of Securities of this series which
may be authenticated and delivered under this Fourteenth Supplemental Indenture
is initially limited to $350,000,000, except for Securities authenticated and
delivered upon registration or transfer of, or in exchange for, or in lieu of,
other Securities of this series pursuant to Section 304, 305 and 306 of the
Indenture and except for any Securities of this series which, pursuant to
Section 303 of the Indenture, are deemed never to have been authenticated and
delivered under the Indenture. Notwithstanding the foregoing, the Company may
from time to time, without notice to or consent of the registered holders of the
Securities issue further Securities ("Additional Securities"). The Additional
Securities will rank equal with the Securities in all respects (or in all
respects other than the payment of interest accruing prior to the issue date of
the Additional Securities, or except for the first payment of interest following
the issue date of the Additional Securities). The Additional Securities may be
consolidated and form a single series with the Securities and may have the same
terms as to status, redemption, or otherwise, as the Securities.

               The Securities of this series will be represented by two or more
Global Securities representing the entire $350,000,000 aggregate principal
amount of the Securities of this series (as such amount may be increased by the
Additional Securities), and the Depositary with respect to such Global Security
or Global Securities will be The Depository Trust Company.

                                      -16-

<PAGE>

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

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

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

               The Securities of this series are subject to defeasance at the
option of the Company as provided in this Fourteenth 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, Section 801 of the
Indenture shall be deleted in its entirety and the following shall be
substituted therefor:

               "Section 801. Covenant Not to Merge, Consolidate, Sell or Convey
     Property Except Under Certain Conditions.

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

                                      -17-

<PAGE>

     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

               (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."

                                      -18-

<PAGE>

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 Fourteenth Supplemental Indenture):

               "Section 1009. Limitations on Liens.

               After the date hereof and so long as any Securities of the series
     created by the Fourteenth 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 Fourteenth Supplemental Indenture (together with, if the Company shall
     so determine, any other Indebtedness of the Company ranking equally with
     the Securities) shall be equally and ratably secured by a lien on such
     assets ranking ratably with and equal to (or at the Company's option prior
     to) such secured Indebtedness; provided that the foregoing restriction
     shall not apply to:

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

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

                                      -19-

<PAGE>

     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 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

                                      -20-

<PAGE>

         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 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 Fourteenth 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

                                      -21-

<PAGE>

         the Company and a Restricted Subsidiary or between Restricted
         Subsidiaries), whereby such Operating Property or Operating Asset has
         been or is to be sold or transferred by the Company or any Restricted
         Subsidiary to such Person (herein referred to as a "Sale and Lease-Back
         Transaction"), unless:

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

                                      -22-

<PAGE>

                  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 Fourteenth 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 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.

                                      -23-

<PAGE>

                  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 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.

                                      -24-

<PAGE>

                            (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 Fourteenth Supplemental
                  Indenture there has been a change in the applicable Federal
                  income tax law, in either case to the effect that and based
                  thereon such opinion shall confirm that, the Holders of the
                  Outstanding Securities of this series will not recognize
                  income, gain or loss for Federal income tax purposes as a
                  result of such Defeasance or covenant Defeasance and will be
                  subject to Federal income tax on the same amounts, in the same
                  manner and at the same times as would have been the case if
                  such Defeasance or covenant Defeasance had not occurred.

                  Section 1305.  Deposited Money and U.S. Government Obligations
         to Be Held in Trust; Other Miscellaneous Provisions.

                  Subject to the provisions of the last paragraph of Section
         1003, all money and U.S. Government Obligations (including the proceeds
         thereof) deposited with the Trustee (or other qualifying
         trustee--collectively, for purposes of this Section 1305, the

                                      -25-

<PAGE>

         "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.

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

Section 404.      Redemption of Securities.

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

                  "Section 1101. Optional Redemption.

                  The Securities will be redeemable, in whole or in part, at the
         option of the Company at any time at a redemption price equal to the
         greater of (i) 100% of the

                                      -26-

<PAGE>

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

                                  ARTICLE FIVE

                                    GUARANTEE

Section 501.      Guarantee.

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

                                      -27-

<PAGE>

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

Section 502.      Waiver of Demand.

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

Section 503.      Guarantee of Payment.

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

Section 504.      No Discharge or Diminishment of Guarantee.

                  Subject to Section 510 of this Fourteenth 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

                                      -28-

<PAGE>

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

Section 507.      Subrogation.

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

                                      -29-

<PAGE>

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 Fourteenth Supplemental Indenture is subject to Section 507
hereof.

Section 510.      Termination.

                  A Guarantor shall, upon the occurrence of either of the
following events, be automatically and unconditionally released and discharged
from all obligations under this Fourteenth 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 Fourteenth 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 Fourteenth 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.

                                      -30-

<PAGE>

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 Fourteenth Supplemental Indenture, if it has not
already done so or unless the Guarantor is prohibited from doing so by
applicable law or a provision of a contract to which it is a party or by which
it is bound.

Section 513.      Limitation of Guarantor's Liability.

                  Each Guarantor, and by its acceptance hereof each Holder,
hereby confirms that it is the intention of all such parties that the Guarantee
by such Guarantor not constitute a fraudulent transfer or conveyance for
purposes of Title 11 of the United States Code, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal of
state law. To effectuate the foregoing intention, the Holders and such Guarantor
hereby irrevocably agree that the obligations of such Guarantor under this
Fourteenth 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 Fourteenth 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.

                                      -31-

<PAGE>

Section 516.      Dealing with the Company and Others.

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

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

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

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

                  (d) accept compromises or arrangements from the Company;

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

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

Section 517.      Execution and Delivery of the Guarantee.

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

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

                  (c) If an officer of a Guarantor whose signature is on this
Fourteenth 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.

                                      -32-

<PAGE>

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


                                   ARTICLE SIX

                                  MISCELLANEOUS

Section 601.      Miscellaneous.

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

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

                                      -33-

<PAGE>

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

                                      -34-

<PAGE>

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

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


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


                                   RICHIE'S INC., as Guarantor of the Securities


                                   By: _____________________________________
                                       Name:  Thomas P. O'Brien, Jr.
                                       Title: Vice President

                                      -35-

<PAGE>

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

                                               By: _____________________________
                                                   Name:  Paul Schweitzer
                                                   Title: Vice President


                                      -36-

<PAGE>

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

                                                    By:_______________________
                                                       Name:
                                                       Title :

                                      -37-

<PAGE>

                                   SCHEDULE I
                                   Guarantors

Name of Guarantor                                      State of Organization

Alpha Beta Company                                     California
Bay Area Warehouse Stores, Inc.                        California
Bell Markets, Inc.                                     California
Cala Co.                                               Delaware
Cala Foods, Inc.                                       California
CB&S Advertising Agency, Inc.                          Oregon
Crawford Stores, Inc.                                  California
Dillon Companies, Inc.                                 Kansas
Dillon Real Estate Co., Inc.                           Kansas
Distribution Trucking Company                          Oregon
Drugs Distributors, Inc.                               Indiana
F4L L.P.                                               Ohio
FM, Inc.                                               Utah
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
Hughes Markets, Inc.                                   California
Hughes Realty, Inc.                                    California
Inter-American Foods, Inc.                             Ohio
Junior Food Stores of West Florida, Inc.               Florida
J.V. Distributing, Inc.                                Michigan
KRGP Inc.                                              Ohio
KRLP Inc.                                              Ohio
The Kroger Co. of Michigan                             Michigan
Kroger Dedicated Logistics Co.                         Ohio
Kroger Group Cooperative, Inc.                         Ohio
Kroger Limited Partnership I                           Ohio
Kroger Limited Partnership II                          Ohio
Kroger Texas L.P.                                      Ohio
KU Acquisition Corporation                             Washington
Kwik Shop, Inc.                                        Kansas
Mini Mart, Inc.                                        Wyoming

                                      -38-

<PAGE>

Name of Guarantor                                      State of Organization

Peyton's-Southeastern, Inc.                            Tennessee
QFC Sub, Inc.                                          Washington
Quality Food Centers, Inc.                             Washington
Quality Food Holdings, Inc.                            Delaware
Quality Food, Inc.                                     Delaware
Quik Stop Markets, Inc.                                California
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
THGP Co., Inc.                                         Pennsylvania
THLP Co., Inc.                                         Pennsylvania
Topvalco, Inc.                                         Ohio
Turkey Hill, L.P.                                      Pennsylvania
Wells Aircraft, Inc.                                   Kansas

                                      -39-

<PAGE>

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


          On the 17/th/ day of June, 2002, 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 17/th/ day of June, 2002, before me personally came
______________, to me known, who, being by me duly sworn, did depose and say
that he is ________________ of Rocket Newco, Inc. and Henpil, Inc., corporations
described in and which executed the foregoing instrument; that he knows the
seals of said corporations; that the seals affixed to said instrument are such
corporate seals; that they were so affixed by authority of the Board of
Directors of said corporations, and that he signed his name thereto by like
authority.

                                       -1-

<PAGE>


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


          On the 17/th/ day of June, 2002, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he is _________________ of Queen City Assurance, Inc., RJD Assurance, Inc.
and Vine Court Assurance Incorporated, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Boards of Directors of said
corporation, and that he signed his name thereto by like authority.



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


          On the 17/th/ day of June, 2002, before me personally came
______________, to me known, who, being by me duly sworn, did depose and say
that he is ____________ of Richie's Inc., one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Boards of Directors of said
corporation, and that he signed his name thereto by like authority.

                                      -2-

<PAGE>
STATE OF __________   )
                      )  ss.:
COUNTY OF _________   )


          On the 17/th/ day of June, 2002, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he is a _____________ of U.S. Bank, N.A., one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

                                      -3-