The Employment Protection Agreement in the form attached has been entered
into by certain officers including David Jessick and Kenneth Thrasher.
<PAGE>

                         EMPLOYMENT PROTECTION AGREEMENT

          This Agreement (this "Agreement") is made as of the 22nd day of
September, 1998, among Fred Meyer, Inc., a corporation organized under the laws
of the State of Delaware (together with any successor thereto, "Fred Meyer"),
Fred Meyer Stores, Inc., a Delaware corporation and wholly owned subsidiary of
Fred Meyer (together with any successor thereto, "Employer"), and
_______________________ ("Executive").

                                WITNESSETH THAT:

          WHEREAS, Executive is currently employed as a member of the executive
management team of the Company and is currently party to an Executive Severance
Agreement, dated October 15, 1997 (the "Current Agreement");

          WHEREAS, the Company considers it essential to its best interests and
the best interests of the shareholders of Fred Meyer to foster the continued
employment of the members of the Company's executive management team, including
Executive, and to reinforce and encourage the continued attention and dedication
of such individuals to their respective assigned duties without distraction in
the event that the possibility of a change in control exists;

          WHEREAS, the Company recognizes that the possibility of a change in
control exists and that such possibility and the uncertainty and questions which
may arise among members of its executive management team regarding the
consequences of any such change in control may result in the distraction or
departure of one or more of such individuals, to the detriment of the Company
and the shareholders of Fred Meyer;

          NOW, THEREFORE, to provide Executive an incentive to continue his
dedication to the Company and to make available to the Company his advice and
counsel notwithstanding the possibility of a change in control of the Company,
and to encourage Executive to remain in the employ of the Company, and for other
good and valuable consideration, the Company and Executive hereby agree as
follows:

     1. Definitions.

          (i) "Annual Cash Compensation" shall mean an amount equal to the sum
of (x) Executive's annual base salary, at the annual rate in effect immediately
prior to the Qualifying Termination, and (y) the percentage of such base salary
payable to Executive under the terms of the Company's annual bonus plan for its
senior executives as in effect for the plan year which includes the Closing Date
and assuming that the maximum performance objectives for such plan year had been
achieved; provided that, if Executive's employment is terminated by Executive
for Good Reason as a result of a reduction in Executive's annual base salary or
the percentage of

                                        1

<PAGE>
such base salary payable to Executive as an annual bonus, Annual Cash
Compensation shall be determined on the basis of Executive's annual base salary
at the rate in effect immediately prior to such reduction and the percentage
thereof payable to Executive as an annual bonus in effect prior to any reduction
thereof.

          (ii) "Cause," when used in connection with the termination of
Executive's employment by Employer shall mean the occurrence of any of the
following events: (a) Executive's material dishonesty or misappropriation in
connection with the performance of the duties of his position with the Company
that adversely affects the Company or its property or funds; (b) Executive's
extreme misconduct, including reckless or willful destruction of Company
property, unauthorized disclosure of confidential information or sexual, racial
or other actionable harassment; (c) Executive's conviction of or plea of nolo
contendere to a felony or any other crime involving moral turpitude; or (d)
Executive's illegal, immoral, dishonest or fraudulent conduct in connection with
the performance of the duties of his position with the Company that results in
material harm to the business reputation of the Company or subjects the Company
to material financial loss or material loss of business.

          (iii) "Change in Control" shall mean the occurrence of any of the
following events:

     (a) the shareholders of Fred Meyer approve: (i) any merger, statutory plan
     of exchange or other business combination involving Fred Meyer, other than
     any such transaction immediately following which the holders of Fred Meyer
     capital stock immediately prior to such transaction continue to own equity
     securities of the surviving entity representing more than 50 per cent of
     the equity securities of such entity entitled to vote generally in the
     election of directors of such entity, or (ii) any sale, lease, exchange, or
     other transfer (in one transaction or a series of related transactions) of
     all or substantially all of the assets of the Company or the adoption by
     Fred Meyer of any plan or proposal for the liquidation or dissolution of
     the Company;

     (b) the commencement of a tender or exchange offer (other than one made by
     Fred Meyer) for any capital stock of Fred Meyer (or securities convertible
     into such capital stock), provided a Change in Control shall be deemed to
     have occurred only if such offer results in a portion of those securities
     being purchased and the offeror after the consummation of the offer is the
     beneficial owner (as determined pursuant to Section 13(d) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act")), directly or
     indirectly, of securities representing at least 20 percent of the voting
     power of outstanding securities of Fred Meyer;

     (c) a report on Schedule 13D of the Exchange Act is filed with the
     Securities and exchange Commission or is received by Fred Meyer reporting
     the beneficial ownership by any person of securities representing 20
     percent or more of the voting power of outstanding securities of Fred
     Meyer, except that if such report shall be filed or so received during a
     tender offer or exchange offer described in subparagraph (b) above, the
     provisions of such subparagraph shall apply in determining whether a Change
     in Control occurs; or

                                        2

<PAGE>
     (d) during any period of 12 consecutive months or less, individuals who at
     the beginning of such period constituted a majority of the Board of
     Directors of Fred Meyer cease for any reason to constitute a majority
     thereof unless the nomination or election of such new directors was
     approved by a vote of at least two-thirds of the directors then still in
     office who were directors at the beginning of such period.

Notwithstanding anything in the foregoing to the contrary, no Change of Control
shall be deemed to have occurred for purposes of this Agreement by virtue of any
transaction which results in Executive, or a group (within the meaning of
section 13(d)(3) of the Exchange Act) of persons which includes Executive,
acquiring, directly or indirectly, securities representing 20 percent or more of
the voting power of outstanding securities of Fred Meyer.

          (iv) "Closing Date" shall mean the date of the consummation of a
transaction constituting a Control in Control, provided, that if the Change in
Control transaction is effected through a series of transactions or other
occurrences, the term "Closing Date" shall mean the date on which the first such
transaction is consummated or the date of the first such occurrence.

          (v) "Company" shall mean, collectively, Fred Meyer, Employer and their
respective subsidiaries and affiliates and any successor to any such entity.

          (vi) "Contract Period" shall mean the period commencing on any Closing
Date and ending on the eighteen month anniversary of such Closing Date.

          (vii) "Disability," when used in connection with the termination of
Executive's employment with Employer, shall mean Executive's failure to
substantially perform the duties of his employment with Employer due to
Executive's illness or incapacity lasting for a period of six consecutive months
after notice thereof has been delivered by Employer to Executive. The
determination of Executive's disability shall be made by the Board of Directors
of Fred Meyer in good faith based upon the advice and evidence of Executive's
personal physician and a competent medical expert retained for such purpose by
the Board.

          (viii) "Good Reason," when used in connection with the termination of
Executive's employment with Employer by Executive, shall mean the occurrence of
any of the following events: (a) any change in Executive's title with the
Company in effect immediately prior to the Closing Date or such change, other
than any such change to which Executive has given his or her prior written
consent, or a substantial reduction of the powers or functions associated with
Executive's positions, duties, responsibilities or status with the Company
immediately prior to the Closing Date or such reduction; or (b) a reduction in
Executive's aggregate compensation from the level in effect immediately prior to
the Closing Date or such reduction;

          (ix) "Qualifying Termination" shall have the meaning specified in
Section 2(ii) hereof.

                                        3

<PAGE>
          (x) "Severance Period" shall mean the period commencing on the
Termination Date and ending on the three year anniversary of the Termination
Date.

          (xi) "Termination Date" shall mean, in the case of a termination of
Executive's employment with Employer (a) by Employer for Cause, immediately upon
receipt by Executive of written notice of such termination, (b) by Employer
Without Cause or by Executive for or without Good Reason, as of the date
specified in the written notice of such termination delivered by Employer or
Executive, as the case may be, to the other, which date shall not be less than
14 days nor more than 28 days following the date of delivery thereof, (c) by
Employer due to Executive's Disability, the date which is at least 30 days
following the date written notice of such termination and the specific reasons
therefore is delivered to Executive, or (d) due to Executive's death, the date
of death.

          (xii) "Without Cause," when used in connection with the termination of
Executive's employment with Employer, shall mean any termination of Executive's
employment by Employer that is not a termination for Cause or a termination due
to Executive's Disability or death.

     2. Termination of Employment of Executive.

          (i) At all times, each of Employer and Executive shall have the right
by written notice delivered to the other to terminate Executive's employment
with Employer for any reason. Following any termination of Executive's
employment with Employer, Employer shall immediately pay to Executive all
accrued and unpaid compensation for periods prior the Termination Date and
Executive shall be entitled to all accrued benefits and coverages under the
terms of any employee compensation or benefit plan of the Company in which
Executive was a participant at any time during the period of his employment with
the Company.

          (ii) In the event that the employment of Executive with Employer is
terminated by Employer Without Cause or by Executive for Good Reason (a) prior
to the Contract Period and in anticipation of a Change in Control or (b) during
the Contract Period (any such termination, a "Qualifying Termination"),
Executive shall be entitled to receive the compensation and benefits provided in
Section 3 of this Agreement. Executive shall have no right to receive any
compensation or benefits under Section 3 of this Agreement upon any other
termination of Executive's employment prior to or during the Contract Period.

     3. Severance Compensation and Benefits Payable Upon Qualifying Termination.

          (i) In the event of a Qualifying Termination, Employer shall pay or
provide to Executive as severance, and Executive shall be entitled to, the
following compensation and benefits in lieu of any other base or annual bonus
compensation or benefits for periods subsequent to the Termination Date payable
under any plan or agreement of the Company (other than the Current Agreement),
provided that all cash compensation provided under this Section 3 shall be
reduced on a dollar for dollar basis by the amount of comparable cash
compensation paid to Executive by the Company as severance pursuant to the
Current Agreement, if any, and any

                                        4

<PAGE>
benefits provided under this Section 3 shall be reduced by and to the extent of
any comparable benefits provided to Executive by the Company as an additional
severance benefit pursuant to the Current Agreement, if any:

          a)   continued payments of installments of Executive's Annual Cash
               Compensation for the Severance Period, such payments to be made
               to Executive in accordance with the Company's regular payroll
               practices in effect for its senior executives;

          b)   a single lump sum payment, to be paid to Executive as soon as
               reasonably practicable, but in no event more than 20 days,
               following the Termination Date, of a cash amount equal to the
               product of (x) the annual incentive bonus to which Executive
               would have been entitled under the executive bonus plan or
               arrangement of the Company in effect for Executive for the plan
               year that includes the Termination Date had Executive continued
               in employment until the last day of such plan year (or other date
               required to be eligible to receive an annual bonus for such year)
               and assuming that the maximum performance objectives for such
               plan year had been achieved multiplied by (y) a fraction, the
               numerator of which equals the number of days in the plan year
               that have elapsed as of the Termination date and the denominator
               of which equals 365;

          c)   continued coverage of Executive and his or her eligible
               dependents during the Severance Period under the Company's
               executive and employee medical, health and other welfare benefit
               plans in which Executive was a participant immediately prior to
               the Termination Date, subject to payment by Executive of all
               premiums and other copayment amounts required under the terms of
               such plans to be paid by participants therein of comparable
               position and seniority to Executive, provided that if Executive's
               employment is terminated by Executive for Good Reason as a result
               of a reduction in the coverage of Executive or his or her
               eligible dependents under any such plan, coverage under this
               subparagraph (c) shall be provided in accordance with the terms
               of the applicable plan or plans as in effect prior to any
               reduction thereof;

          d)   in determining the benefits payable to Executive under the Fred
               Meyer Supplemental Income Plan (the "Supplemental Plan"),
               Executive will be deemed to have continued to accrue annual
               retirement allocations and other benefits under the Supplemental
               Plan during the Severance Period and to have terminated
               employment within the meaning of Section 5.2 of the Supplemental
               Plan on the last day of the Severance Period, in each case, in
               accordance with the terms of the Supplemental Plan in effect on
               the date of this Agreement;

          e)   in accordance with the terms of the Current Agreement, all of
               Executive's stock options that are outstanding immediately prior
               to the Termination Date shall become fully vested and exercisable
               as of the Termination Date and shall thereafter remain
               exercisable in accordance with the applicable provisions of the
               relevant option agreement.

                                        5

<PAGE>
          (ii) Anything in this Agreement to the contrary notwithstanding, in
the event it shall be determined that any payment or distribution by the Company
to or for the benefit of Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this
subparagraph (ii)) (a "Payment") would be subject to the excise tax imposed by
Section 4999 of the 1986 Internal Revenue Code, as amended (the "Code"), or any
interest or penalties are incurred by the Employee with respect to such excise
tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), Employer shall make a
payment (a "Gross-Up Payment") to Executive in an amount such that, after
payment by Employee of all income or other taxes (and any interest and penalties
imposed with respect thereto) and Excise Taxes imposed upon the Gross-Up
Payment, Employee retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed upon the Payments.

          a)   Subject to the provisions of Section 3(ii)(b), all determinations
               required to be made under this Section 3(ii),including whether
               and when a Gross-Up Payment is required and the amount of such
               Gross-Up Payment and the assumptions to be utilized in arriving
               at such determination, shall be made by a certified public
               accounting firm designated by Executive (the "Accounting Firm")
               which shall provide detailed supporting calculations both to Fred
               Meyer and Executive within fifteen (15) business days of the
               receipt of notice from Executive that there has been a Payment,
               or such earlier time as is requested by Executive. If the
               Accounting Firm determines that no Excise Tax is payable by
               Executive, it shall, upon the written request of Executive,
               furnish Executive with a written opinion that failure to report
               the Excise Tax on the Executive's applicable federal income tax
               return would not result in the imposition of a negligence or
               similar penalty. The calculations prepared by the Accounting Firm
               shall be reviewed on behalf of Employer and Fred Meyer by Fred
               Meyer's independent auditors (the "Fred Meyer Accounting Firm")
               which shall provide its conclusions, together with detailed
               supporting calculations, both to Fred Meyer and to Executive
               within 15 business days after receipt of the calculations and
               supporting materials prepared by the Accounting Firm. In the
               event of a dispute between the Accounting Firm and the Fred Meyer
               Accounting Firm, such firms shall, within five business days of
               receipt of the conclusions and supporting materials prepared by
               the Fred Meyer Accounting Firm, jointly select a third nationally
               recognized certified public accounting firm (the "Third
               Accounting Firm") to resolve the dispute. The Third Accounting
               Firm shall submit its conclusions to Fred Meyer and Executive
               within 15 business days after receipt of notice of its
               appointment hereunder and the decision of the Third Accounting
               Firm shall be final, binding and conclusive upon Executive,
               Employer and Fred Meyer. All fees and expenses of all such
               accounting firms shall be borne solely by Employer. Any Gross-Up
               Payment shall be paid by Employer to Executive within five
               business days after the earlier of acceptance by Fred Meyer of
               the calculations prepared by the Accounting Firm or Fred Meyer's
               receipt of the Third Accounting Firm's determination.

                                        6

<PAGE>
          b)   As a result of the uncertainty in the application of Section 4999
               of the Code at the time of the initial determination of whether
               any Gross-Up Payment should be made hereunder, it is possible
               that a Gross-Up Payment will have been due but not made by
               Employer (an "Underpayment"), consistent with the calculations
               required to be made hereunder. In the event that Fred Meyer
               exhausts its remedies pursuant to this Section 3(ii) and
               Executive thereafter is required to make a payment of any Excise
               Tax, the Accounting Firm shall determine the amount of the
               Underpayment that has occurred and any such Underpayment shall be
               promptly paid by Employer to or for the benefit of Executive.

          c)   Executive shall notify Fred Meyer in writing of any claim by the
               Internal Revenue Service that, if successful, would require the
               payment by Employer of the Gross-Up Payment. Such notification
               shall be given as soon as practicable but no later than ten
               business days after Executive is informed in writing of such
               claim and shall apprise Fred Meyer of the nature of such claim
               and the date on which such claim is requested to be paid.
               Executive shall not pay such claim prior to the expiration of the
               thirty (30) day period of following the date on which it gives
               such notice to Fred Meyer (or such shorter period ending on the
               date that any payment of taxes with respect to such claim is
               due). If Fred Meyer notifies Executive in writing prior to the
               expiration of such period that it desires to contest such claim,
               Executive shall:


                         (1) give Fred Meyer any information reasonably
                    requested by it relating to such claim;

                         (2) take such action in connection with contesting such
                    claim as Fred Meyer shall reasonably request in writing from
                    time to time, including, without limitation, accepting legal
                    representation with respect to such claim by an attorney
                    reasonably selected by Fred Meyer and acceptable to
                    Executive;

                         (3) cooperate with Fred Meyer in good faith in order
                    effectively to contest such claim; and

                         (4) permit Fred Meyer to participate in any proceedings
                    relating to such claim;

               provided, however, that Employer shall bear and pay directly all
               costs and expenses (including additional interest and penalties)
               incurred in connection with such contest and shall indemnify and
               hold Executive harmless, on an after-tax basis, for any Excise
               Tax or income tax (including interest and penalties with respect
               thereto) imposed as a result of such representation and payment
               of costs and expenses. Without limitation on the foregoing
               provisions of this Section 3(ii), Fred Meyer shall control all
               proceedings taken in connection with such contest and, at its
               sole option, may pursue or forgo any

                                        7

<PAGE>
               and all administrative appeals, proceedings, hearings and
               conferences with the taxing authority in respect of such claim
               and may, at its sole option, either direct Executive to pay the
               tax claimed and sue for a refund or contest the claim in any
               permissible manner, and Executive agrees to prosecute such
               contest to a determination before any administrative tribunal, in
               a court of initial jurisdiction and in one or more appellate
               courts, as Fred Meyer shall determine; provided, however, that if
               Fred Meyer directs Executive to pay such claim and sue for a
               refund, Employer shall advance the amount of such payment to
               Executive, on an interest-free basis and shall indemnify and hold
               Executive harmless, on an after-tax basis, from any Excise Tax or
               income tax (including interest or penalties with respect thereto)
               imposed with respect to such advance or with respect to any
               imputed income with respect to such advance; and further provided
               that any extension of the statute of limitations relating to
               payment of taxes for the taxable year of Executive with respect
               to which such contested amount is claimed to be due is limited
               solely to such contested amount. Furthermore, Fred Meyer's
               control of the contest shall be limited to issues with respect to
               which a Gross-Up Payment would be payable hereunder and Executive
               shall be entitled to settle or contest, as the case may be, any
               other issue raised by the Internal Revenue Service or any other
               taxing authority.

          d)   If, after the receipt by Executive of an amount advanced by
               Employer pursuant to this Section 3(ii), Executive becomes
               entitled to receive any refund with respect to such claim,
               Executive shall (subject to Employer's and Fred Meyer's complying
               with the requirements of this Section 3(ii)) promptly pay to
               Employer the amount of such refund (together with any interest
               paid or credited thereon after taxes applicable thereto). If,
               after the receipt by Executive of an amount advanced by Employer
               pursuant to this Section 3(ii), a determination is made that
               Executive shall not be entitled to any refund with respect to
               such claim and Employer does not notify Executive in writing of
               its intent to contest such denial of refund prior to the
               expiration of thirty (30) days after such determination, then
               such advance shall be forgiven and shall not be required to be
               repaid and the amount of such advance shall offset, to the extent
               thereof, the amount of Gross-Up Payment required to be paid.

          (iii) Executive shall not be required to mitigate the amount of any
compensation, benefits or other payments provided for in this Agreement by
seeking other employment or otherwise. Further, the amount of any cash
compensation provided for in this Agreement shall not be reduced or offset by
any compensation or other amounts paid to or earned by Executive in connection
with any alternative employment obtained by Executive (including
self-employment). To the extent Executive and his or her eligible dependents
obtains in connection with any subsequent employment benefit coverage comparable
to that provided to Executive pursuant to Section 3(i)(c) hereof and for a
concurrent period, the benefit coverage provided hereunder will be reduced or,
if applicable, eliminated.

                                        8

<PAGE>
          (iv) Except as required pursuant to Section 3(i)(c) or 3(i)(d), no
amounts paid pursuant to this Agreement will constitute compensation for any
purpose under any retirement plan or other employee benefit plan, program,
arrangement or agreement of the Company.

     4. Assignment; Assumption of Agreement. This Agreement is personal to
Executive and Executive may not assign or transfer any part of his rights or
duties hereunder, or any payments due to him hereunder, to any other person,
except that this Agreement shall inure to the benefit of and be enforceable by
Executive's personal or legal representatives, executors, administrators, heirs,
distributees, devisees, legatees or beneficiaries. This Agreement shall be
binding on any successor to Fred Meyer or Employer, as the case may be, and may
not be assigned by Fred Meyer or Employer without the prior written consent of
Executive. Fred Meyer and Employer shall each require any successor thereto
(whether by merger, liquidation, dissolution or otherwise by operation of law),
by agreement in form and substance satisfactory to Executive, to expressly
assume and agree to perform their respective obligations under this Agreement in
the same manner and to the same extent that Fred Meyer or Employer, as the case
may be, would be required to perform such obligations if no such succession had
occurred. Failure of Fred Meyer or Employer to obtain a satisfactory assumption
agreement from any successor will be deemed to be a termination of Executive's
employment by Employer Without Cause and in anticipation of a Change in Control
entitling Executive to all compensation and benefits specified in Section 3
hereof.

     5. Modification; Waiver. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in a writing signed by Executive and by an officer of each of Fred Meyer and
Employer thereunto expressly authorized by the Board of Directors of Fred Meyer
and Employer, respectively. Waiver by any party of any breach of or failure to
comply with any provision of this Agreement by any other party shall not be
construed as, or constitute, a continuing waiver of such provision, or a waiver
of any other breach of, or failure to comply with, any other provision of this
Agreement.

     6. Arbitration of Disputes.

          (i) Any disagreement, dispute, controversy or claim arising out of or
relating to this Agreement or the interpretation or validity hereof shall be
settled exclusively and finally by arbitration. It is specifically understood
and agreed that any such disagreement, dispute or controversy which cannot be
resolved between the parties, including without limitation any matter relating
to interpretation of this Agreement, may be submitted to arbitration
irrespective of the magnitude thereof, the amount in controversy or whether such
disagreement, dispute or controversy would otherwise be considered justiciable
or ripe for resolution by a court or arbitral tribunal.

          (ii) The arbitration shall be conducted in accordance with the
Commercial Arbitration Rules (the "Arbitration Rules") of the American
Arbitration Association ("AAA").

          (iii) The arbitral tribunal shall consist of one arbitrator. The
parties to the arbitration jointly shall directly appoint such arbitrator within
30 days of initiation of the arbitration. If the parties shall fail to appoint
such arbitrator as provided above, such arbitrator

                                        9

<PAGE>
shall be appointed by the AAA as provided in the Arbitration Rules and shall be
a person who (a) maintains his principal place of business within 30 miles of
the City of Portland, Oregon and (b) has substantial experience in executive
compensation. The parties shall each pay an equal portion of the fees, if any,
and expenses of such arbitrator.

          (iv) The arbitration shall be conducted within 30 miles of the City of
Portland, Oregon or in such other city in the United States of America as the
parties to the dispute may designate by mutual written consent.

          (v) At any oral hearing of evidence in connection with the
arbitration, each party thereto or its legal counsel shall have the right to
examine its witnesses and to cross- examine the witnesses of any opposing party.
No evidence of any witness shall be presented unless the opposing party or
parties shall have the opportunity to cross-examine such witness, except as the
parties to the dispute otherwise agree in writing or except under extraordinary
circumstances where the interests of justice require a different procedure.

          (vi) Any decision or award of the arbitral tribunal shall be final and
binding upon the parties to the arbitration proceeding. The parties hereto
hereby waive to the extent permitted by law any rights to appeal or to seek
review of such award by any court or tribunal. The parties hereto agree that the
arbitral award may be enforced against the parties to the arbitration proceeding
or their assets wherever they may be found and that a judgment upon the arbitral
award may be entered in any court having jurisdiction.

          (vii) Nothing herein contained shall be deemed to give the arbitral
tribunal any authority, power, or right to alter, change, amend, modify, add to
or subtract from any of the provisions of this Agreement.

          (viii) If any dispute is not resolved within 60 days from the date of
the commencement of an arbitration, then Fred Meyer shall, at its option, elect
to pay Executive either (a) within 5 days after the end of such 60-day period,
the amount or amounts which would have been payable to Executive had there been
no dispute, subject to reimbursement to the extent consistent with the final
disposition of the dispute or (b) following final disposition of the dispute,
the amount determined in such final disposition to have been payable, together
with Interest from the date when such sums were originally payable to the date
of actual payment. For purpose of this paragraph (viii) the term "Interest"
means interest at a rate equal to 6% per annum, compounded monthly.

          (ix) Notwithstanding anything to the contrary in this Agreement, the
arbitration provisions set forth in this Section 7 shall be governed exclusively
by the Federal Arbitration Act, Title 9, United States Code.

     7. Guaranty. Each and every covenant and obligation of Employer hereunder
shall be guaranteed by Fred Meyer.

     8. Notice. All notices, requests, demands and other communications required
or permitted to be given by either party to the other party to this Agreement
(including, without

                                       10

<PAGE>
limitation, any notice of termination of employment and any notice of an
intention to arbitrate) shall be in writing and shall be deemed to have been
duly given when delivered personally or received by certified or registered
mail, return receipt requested, postage prepaid, at the address of the other
party, as follows:

         If to Fred Meyer, to:

         Fred Meyer, Inc.
         3800 S.E. 22nd Street
         Portland, Oregon 97202-2999
         Attention:  General Counsel

         If to Employer, to

         Fred Meyer Stores, Inc.
         C/O Fred Meyer, Inc., above

         If to Executive, to:

         [-----------------------]
         Fred Meyer Stores, Inc.
         3800 S.E. 22nd Avenue
         Portland, OR  97202

Any party hereto may change its address for purposes of this Section 8 by giving
fifteen (15) days' prior notice

     9. Severability. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall to any extent be invalid
'or unenforceable, the remainder of this Agreement or the application of such
term or provision to persons or circumstances other than those as to which it is
held invalid or unenforceable shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.

     10. Headings. The headings in this Agreement are inserted for convenience
of reference only and shall not be a part of or control or affect the meaning of
this Agreement.

     11. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original.

     12. Governing Law. This Agreement has been executed and delivered in the
State of Oregon and shall in all respects be governed by, and construed and
enforced in accordance with, the laws of the State of Oregon, without reference
to its principles of conflicts of law.

                                       11

<PAGE>
     13. Certain Withholdings. Employer shall withhold from any amounts payable
to Executive hereunder all federal, state, city and other taxes and withholdings
that are required to be withheld pursuant to any applicable law or regulation.

     14. Entire Agreement. This Agreement supersedes any and all other oral or
written agreements heretofore made relating to the subject matter hereof and
constitutes the entire agreement of the parties relating to the subject matter
hereof.


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

      FRED MEYER, INC.                        FRED MEYER STORES, INC.



      ROGER A. COOKE                          ROGER A. COOKE
      ------------------------------------    ----------------------------------
      By:   Roger A. Cooke                    By:   Roger A. Cooke
      Title: Executive Vice President,        Title: Executive Vice President
             General Counsel and Secretary    and Secretary




      EXECUTIVE


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

                                       12