CONFORMED COPY




                                FRED MEYER, INC.

                             401(k) RESTORATION PLAN

                                  April 1, 1999


Fred Meyer, Inc.
an Oregon corporation
PO Box 42121
Portland, Oregon  97242                                               Fred Meyer

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                                TABLE OF CONTENTS

Section                                                                     Page
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1.   Purposes; Administration; Plan Year......................................1

2.   Eligibility..............................................................1

3.   Compensation Deferral....................................................2

4.   Elective and Matching Contribution Credits...............................3

5.   Deferred Compensation Account; Vesting...................................5

6.   Irrevocable Trust........................................................6

7.   Time and Manner of Payment...............................................8

8.   Withdrawals..............................................................9

9.   Death or Disability.....................................................10

10.  Termination; Amendment..................................................12

11.  Claims Procedure........................................................13

12.  General Provisions......................................................13

13.  Effective Date..........................................................15

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                                FRED MEYER, INC.

                             401(k) RESTORATION PLAN

                                  April 1, 1999

Fred Meyer, Inc.
an Oregon corporation
PO Box 42121
Portland, Oregon  97242                                               Fred Meyer


     1. Purposes; Administration; Affiliates; Plan Year

          1.1 This Plan is maintained to permit eligible employees of Fred Meyer
and any of its participating Affiliates under 1.4 to defer a portion of what
would otherwise be current compensation in amounts exceeding the elective
deferrals allowed under the Fred Meyer, Inc. 401(k) Savings Plan (the 401(k)
Savings Plan). The Plan also provides deferred compensation credits for amounts
by which eligible employees' elective and matching contributions under the
401(k) Savings Plan are curtailed by legally-required limits applicable to such
tax qualified retirement plan. The Plan is designed to provide unfunded deferred
compensation for a select group of highly compensated or management employees
and to qualify as such a plan under Section 2520.104-23 and related provisions
of Department of Labor regulations under the Employee Retirement Income Security
Act of 1974, as amended.

          1.2 This Plan supersedes the Fred Meyer Excess Deferral and Benefit
Equalization Plan and its predecessors.

          1.3 The plan shall be administered by a Compensation Committee
appointed by the Board of Directors of Fred Meyer, by action of the Chair of the
Board, the Vice Chair of the Board or otherwise as the Board may decide. The
Committee shall interpret the plan and make determinations about participation
and benefits. Any decision by the Committee within its authority shall be final
and binding on all parties. The Committee shall have absolute discretion in
carrying out its responsibilities in accordance with the provisions of this plan
and applicable law. The Committee may delegate all or part of its authority.

          1.4 The plan shall apply to Fred Meyer and its Affiliates. An
Affiliate is a corporation or other entity that has been designated an Affiliate
for this purpose by the Committee. The term "Employer" refers to Fred Meyer and
all designated Affiliates.

          1.5 The plan year shall be same as the plan year of the 401(k) Savings
Plan, which is initially the 12 month period ending March 31, 2000. The 401(k)
Savings Plan provides that if approved by the Internal Revenue Service, after
its initial 12-month plan year

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ending March 31, 2000 its plan year will change to a calendar year, with a short
plan year for the period from April 1, 2000 to December 31, 2000.

     2. Eligibility

          2.1 An employee of an Employer shall be eligible to participate for a
plan year if the employee is designated by the Committee to participate in the
plan. If an employee is designated for participation but has a change in
employment status or is no longer approved by the Committee for participation
(so the employee is no longer among the group of employees described in 1.1
above), participation in compensation deferrals under 3 below and in elective
and matching contribution credits under 4 below shall end as of the date of such
change. Such discontinuation of contribution credits shall not constitute a
termination of employment and shall not trigger a distribution of benefits, nor
will it interrupt the affected participant's ability to select among guideline
investment reference options (if any) on the same basis as other participants.

          2.2 An employee eligible under 2.1 must enroll to begin participation
in this Plan. Such enrollment shall constitute acceptance of any changes
associated with merging a deferred compensation account from a prior plan into
this plan, if applicable.

          2.3 An employee eligible under 2.1 may participate in elective
deferrals and related matching credits by filing a deferral election as provided
in 3.2.

          2.4 A person having an Account under the plan shall be known as a
participant.

     3. Compensation Deferral

          3.1 An eligible employee may elect for each plan year (or part plan
year under 3.2(a)) to defer a portion of regular compensation paid for the year
or part year as follows:

               (a) The amount deferred may be expressed as a whole
          percentage of salary and bonus or either or both, or a
          percentage of bonus over a certain dollar amount. Separate
          percentages may be stated for salary and bonuses. The
          percentage(s) designated shall apply automatically to any
          pay changes in the year.

               (b) A bonus deferral shall be governed by the election
          for the year for which the bonus is payable. If the bonus
          year does not correspond with the plan year, the bonus year
          shall be matched to the plan year during which the bonus
          year begins, except for the 1999-2000 plan

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          year. For the 1999-2000 plan year, an election may be made
          by March 31, 1999 (or by the deadline under 3.2(a) for a
          newly eligible participant) for the bonus period from
          February 1, 1999 through January 31, 2000. To be effective
          for the bonus period beginning February 1, 2000, an election
          would have to be submitted by January 31, 2000 (or by the
          deadline under 3.2(a) for a newly eligible participant).

               (c) The maximum deferral for any year will be 50
          percent of regular salary and 100 percent of bonus pay
          before reductions for contributions under this plan or the
          401(k) Savings Plan.

               (d) The amount deferred shall automatically be offset
          by the maximum elective deferral the employee could make
          under the provisions of the 401(k) Savings Plan, recognizing
          to the extent applicable the legally-required reduction to
          comply with the annual dollar limit on elective deferrals,
          the actual deferral percentage test, the limit on annual
          additions and adjustments to avoid top-heavy status. Actual
          deferrals under the 401(k) Savings Plan by the participant
          shall not affect the participant's offset under this
          provision, except to the extent that such deferrals may have
          affected general plan calculations under actual deferral
          percentage testing or top-heavy plan testing.

          3.2 Deferral elections under the plan shall be made in writing to the
Committee on a form provided for that purpose. Elections shall be effective as
follows:

               (a) An employee who becomes eligible on the April 1,
          1999 effective date of the plan may participate with respect
          to future compensation by filing an election by March 31,
          1999. An employee who later becomes eligible during a plan
          year may participate with respect to future compensation by
          filing an election within 30 days after the effective date
          of eligibility.

               (b) Except as provided in (a) above, in 3.1(b) and in
          this provision, an election shall be effective for the plan
          year starting after the plan year in which the election

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          is received by the Committee. For a bonus period that starts
          during a plan year, an election may be filed up to and
          including the day before the start of the bonus period even
          though that day occurs after the start of the plan year.

               (c) An election shall be irrevocable after the start of
          the plan year or bonus period for which it applies. An
          election may not be revoked, even prospectively, with
          respect to a plan year or bonus period to after the start of
          the applicable plan year or bonus period.

               (d) The Committee may provide for an election that is
          effective for more than one year or bonus period as
          specified in the election. A new election shall be required
          to continue or resume deferrals after such an election
          expires or is revoked. A continuing election may be revoked
          or changed prospectively for a future plan year or bonus
          period by a new election under (b).

     4. Elective and Matching Contribution Credits

          4.1 Under the 401(k) Savings Plan, Employer makes an Elective
Contribution and a Matching Contribution for each participant each year as
follows:

               (a) The Elective Contribution is made pursuant to
          elective salary deferrals under the 401(k) Savings Plan.

               (b) The Matching Contribution rate is 100% of elective
          salary deferrals up to 3% of pay for the plan year and 50%
          of elective salary deferrals up to the next 2% of pay for
          the plan year.

          4.2 Elective or Matching Contributions for a participant under the
401(k) Savings Plan may be reduced in any year as follows:

               (a) Elective Contributions may be reduced because of
          one or more of the following reasons:

                    (1) Ineligibility to participate in the plan.

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                    (2) The limit under Code section 401(a)(17)
               on compensation considered for allocations.

                    (3) The limit under Code section 415 on
               annual additions.

                    (4) An adjustment to avoid top-heavy status.

                    (5) The effect of deferral of compensation
               under this plan.

               (b) Matching Contributions may be reduced because the
          participant may be prevented from making elective deferrals
          under the 401(k) Savings Plan of 5 percent of compensation
          due to any of the reasons listed in (a) above.

          4.3 All participants under this plan shall be considered as though
they have elected the greatest amount of elective contributions permitted for
them under the 401(k) Savings Plan, regardless of their actual rate of
participation in that plan. If Elective or Matching Contributions, or both, are
reduced under 4.2 with respect to any plan year of the 401(k) Savings Plan for
an employee eligible to participate under 2.1 with respect to the corresponding
plan year of this plan, the participant shall receive a corresponding credit or
credits to the participant's Account in this plan as follows:

               (a) The Matching Contribution credit with respect to
          each plan year shall be determined at year end and shall
          equal the additional Matching Contribution, if any, the
          participant would have been allocated under the 401(k)
          Savings Plan if the amounts actually deferred under this
          plan had been allowed as elective deferrals under the 401(k)
          Savings Plan. The amount credited shall be controlled by the
          deferral election under 3.2 in effect for the year to which
          the Matching Contribution relates.

               (b) The Elective Contribution Credit shall equal the
          amount of Elective Contribution reduction for the
          participant for the year under 4.2(a), unless the
          participant has elected not to have such reduction affect
          the rate of elective contributions under this plan.

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               (c) The Elective or Matching Contribution credit shall
          be reserved by Employer or paid to the trust under 6 below
          at a time fixed by the Committee. Amounts shall be credited
          for accounting and guideline investment purposes when paid
          or reserved.

          4.4 Elective and Matching Contribution credits under 4.3 shall be
recorded, adjusted for investment guideline credits and paid out in accordance
with this plan.

     5. Deferred Compensation Account; Vesting

          5.1 As of the end of each payroll accounting period, Employer shall
credit a participant's Account with the amount deferred for that payroll
accounting period pursuant to the participants' election.

          5.2 Employer shall credit a participant's Account with a Matching
Contribution credit at the time(s) specified in 4.3(a).

          5.3 Employer shall make guideline investment adjustments with respect
to each participant's Account, until the entire Account has been paid out, as
follows:

               (a) The Committee shall establish guideline investment
          funds with investment objectives fixed by the Committee. The
          guideline funds may parallel the investment funds created
          under the 401(k) Savings Plan, funds or other investments
          available under any insurance policy or policies purchased
          by the Company in connection with this plan, funds available
          under any irrevocable trust established under Section 6,
          below, or other investment indexes established from time to
          time by the Committee with reference to investment reference
          standards published in the Wall Street Journal (such as the
          Dow Jones Indusrial Average, or the Standard and Poors 500
          indexes).

               (b) Each participant shall, under procedures
          established by the Committee, elect among available
          guideline fund(s) or index(s) for the participant's Accounts
          under this plan, including amounts attributable to Elective
          and Matching Contribution Credits. In the absence of a
          proper election, a balanced guideline fund will be used.

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          Participant elections may be changed at such times and
          subject to such limits as may be fixed by the Committee.

               (c) The Committee shall adjust all Accounts in
          accordance with the elected guidelines in accordance with
          procedures established by the Committee to reaonably
          approximate the time that participant accounts are adjusted
          under the 401(k) Savings Plan. For this purpose, Accounts
          shall be treated as though Elective Contribution Credits had
          been made at the times as of which such contributions would
          have been credited to participant's accounts if made under
          the 401(k) Savings Plan. Matching Contribution credits shall
          be made as of the end of each plan year as provided in
          4.3(a) above.

               (d) When an Account is in pay status, the Committee may
          require use of a cash equivalent guideline fund to the
          extent necessary to allow more frequent adjustments to
          coincide with the timing of pay distributions.

          5.4 Each participant's Account shall be maintained on the books of the
Fred Meyer or other Employer designated by Fred Meyer until full payment has
been made to the participant or beneficiaries under Sections 7 and 8 and the
following shall apply, subject to 6.3:

               (a) Employer shall not be obligated to set aside or
          earmark any funds for the Account, which shall be purely a
          bookkeeping device.

               (b) All amounts of deferred compensation under this
          plan shall remain at all times the unrestricted assets of
          the Employer, and the promise to pay the deferred amounts
          shall at all times remain unfunded as to the participants.

          5.5 A participant's Account, including Elective and Matching
Contribution credits, shall be 100 percent vested at all times.

          5.6 Amounts deferred or credited as Elective or Matching Contribution
credits are treated as wages for FICA and FUTA taxes and withholding as follows:

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               (a) Subject to (b) and (c), required withholding shall
          be imposed on other current pay of the participant, not on
          the amount deferred or otherwise credited.

               (b) A participant may, under rules of the Committee,
          elect to have any required withholding satisfied by reducing
          the credits under this plan or by direct payment by the
          participant.

               (c) If the participant's other current pay is
          insufficient to cover the required withholding, the
          difference shall be satisfied from the amount otherwise
          credited unless timely paid by the participant under
          Committee rules.

               (d) Guideline investment adjustments are not intended
          to be subject to FICA or FUTA tax or withholding and are not
          intended to trigger currently taxable gains or losses for
          income tax purposes when they occur under a participant's
          Account in this plan.

     6. Irrevocable Trust

          6.1 Employer may but shall not be required to establish an irrevocable
trust to assume the liabilities to participants in certain circumstances, and
may transfer cash to such a trust.

          6.2 If Employer creates a trust under 6.1 above, assets transferred to
the trust shall be invested as follows:

               (a) Investment of such assets shall be at the absolute
          discretion of the Committee, the trustee, or both on a
          shared basis, as provided in the trust.

               (b) The guideline investment funds under 5.3 shall be
          purely for measuring the amount of time-value adjustments
          for Accounts.

               (c) Neither employer nor the trustee shall be required
          to invest in such funds in accordance with participants'
          elections. Employer and the trustee may, however, choose, in
          their discretion, to invest in the 

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          elected guideline funds in accordance with the elections,
          and shall incur no liability for doing so.

          6.3 The trust under 6.1 shall be a grantor's trust and all assets held
in trust shall be assets of Employer subject to the trust terms. All assets of
the trust shall at all times be subject to the claims of creditors of Employer
in circumstances described in the trust. Participants will not receive a vested
priority interest in the trust assets ahead of such creditors. Participants'
interests in the trust will be governed by the trust terms at all times.

     7. Time and Manner of Payment

          7.1 Subject to 7.3 and 8.1 a participant's Payment Date shall be one
of the following as selected under 7.3:

               (a) The date the participant's employment has
          terminated under 7.5 for any reason.

               (b) The date the participant's employment has
          terminated under 7.5 and has reached an age up to 70
          specified in the deferral election. A date (up to the
          participant's 70th birthday) may be specified in lieu of an
          age.

          7.2 A participant's Account shall be paid in one of the following ways
as selected under 7.3 and 7.4:

               (a) In a lump sum within 30 days after the Payment
          Date.

               (b) In a lump sum within 30 days after the January 1
          following the Payment Date.

               (c) In installments under 7.4 starting the first of the
          month after the Payment Date.

               (d) In installments under 7.4, starting the January 1
          following the Payment Date.

          7.3 In the deferral election a participant shall select the Payment
Date under 7.1 and the form of payment under 7.2. The selection shall be
irrevocable for the portion of the Account attributable to amounts deferred
under the election. If different selections are made in deferral elections
applicable to different years, the Account shall be appropriately divided for

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distribution. A participant may have up to five different combinations of
choices under 7.1 and 7.2 in effect. Once five different elections have been
made, the range of choices for future elections shall be limited to the five
already in effect.

          7.4 If installments are selected, the payout period shall be specified
in the deferral election. The payout period may be a whole number of years up to
20, based on the anniversary of the benefit starting date. The installment size
shall be fixed as of the benefit starting date and each later January 1 as
though equal installments were to be paid for the balance of the payment period
including investment guideline credits at a rate estimated as of the date of
calculation. The installment period may be monthly, quarterly or annually, as
elected by the participant at termination of employment. If participant fails to
make an election within 30 days after notification that an election must be
made, installment payments shall automatically be made on an annual basis, with
the first installment on the benefit starting date and each later installment as
of January 1.

          7.5 A participant terminates employment when no longer employed by an
Employer or by a nonparticipating Affiliate of an Employer. A transfer from one
Employer or Affiliate to another shall not constitute a termination of
employment.

          7.6 The Employer may withhold from any payments any income tax or
other amounts as required by law. Payments are generally not subject to FICA or
FUTA tax or related withholding.

     8. Withdrawals

          8.1 A participant may withdraw amounts from the participant's Account
(including all subaccounts under 7.3) as follows:

               (a) Upon approval of the Committee, up to 100 percent
          of the amount reasonably necessary to meet an unforeseeable
          emergency under 8.2, as determined by the Committee (an
          Emergency Withdrawal).

               (b) At the participant's option, 100 percent of the
          full Account balance less a forfeiture of 10 percent of the
          amount withdrawn (a Forfeiture Withdrawal). The participant
          shall be permanently ineligible to participate after a
          Forfeiture Withdrawal. Partial withdrawals are not allowed
          under this provision.

               (c) Withdrawals under (a) or (b) may be made before or
          after a participant's Payment Date.

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          8.2 "Unforseen emergency" means a participant's severe financial
hardship that cannot be met from other reasonably available resources and is
caused by one or more of the following:

               (a) Illness or accident of the participant or a
          dependent under Internal Revenue Code section 152(a).

               (b) Loss of the participant's property due to casualty.

               (c) Other similar extraordinary and unforeseeable
          circumstances arising as a result of events beyond the
          control of the participant.

          8.3 Other resources are reasonably available if assets can be
liquidated without that itself creating severe financial hardship, if insurance
or other reimbursement is available, or if deferrals under this plan can be
stopped.

          8.4 The Committee shall establish guidelines and procedure for
implementing withdrawals. An application for withdrawal shall be written, shall
be signed by the participant and shall include the following:

               (a) For Hardship Withdrawal, a statement of the facts
          causing the financial hardship and any other facts as may be
          required by the Committee.

               (b) For Forfeiture Withdrawal, an acknowledgment of the
          forfeiture and future ineligibility.

          8.5 The withdrawal date shall be fixed by the Committee. The Committee
may require a minimum advance notice and may limit the amount, time and
frequency of withdrawals.

          8.6 Amounts forfeited under 8.1(b) shall be applied at the first
opportunity to offset contributions by Employer that may otherwise be payable to
a trust created under 6.1.

     9. Death or Disability

          9.1 A Participant's Account shall be payable under this Section on the
participant's death or disability regardless of the provisions of Section 7.

          9.2 On death the Account shall be paid under 9.3 within 30 days as
follows:

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               (a) If the recipient is the surviving spouse and the
          participant had selected payment by installments, the
          surviving spouse shall receive payment by installments in
          accordance with the selection.

               (b) In all other cases, by a lump sum as soon as
          practicable.

          9.3 An amount payable on death of a participant shall be paid to the
participant's beneficiary in the following order of priority:

               (a) To the surviving beneficiaries designated by the
          participant in writing to the Committee. The beneficiary
          designation provisions under the 401(k) Savings Plan shall
          apply to designating beneficiaries under this plan,
          including any applicable provisions automatically changing
          designations upon change in marital status.

               (b) To the surviving beneficiaries designated by the
          participant to receive death benefits under the 401(k)
          Savings Plan.

               (c) To the participant's surviving spouse.

               (d) To the participant's surviving children in equal
          shares.

               (e) To the participant's estate.

          9.4 If a surviving spouse is receiving installments and dies when a
balance remains, the balance shall be paid in a lump sum to the spouse's estate.

          9.5 If a participant is temporarily disabled while employed or is
receiving long-term disability benefits under a plan described in 9.6 the
following shall apply:

               (a) The participant shall be treated as employed until
          age 65, and no payments will be made from the Account before
          age 65 except as provided below.

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               (b) If disability benefits stop and disability
          continues, the Account shall be paid in accordance with the
          election under Section 7.

               (c) If the participant dies, the provisions applicable
          to death shall be followed.

               (d) If the participant ceases to be disabled and does
          not resume employment, the provisions applicable to
          termination of employment shall be followed.

          9.6 A participant is disabled if the Committee determines that either
of the following applies:

               (a) The participant is eligible to receive long-term
          disability benefits under a plan maintained by the Employer
          or an Affiliate or would have been eligible if covered by
          the plan maintained by the Employer or Affiliate employing
          the participant.

               (b) In the absence of a plan under (a), the participant
          is permanently and totally disabled on the basis of criteria
          established by the Committee.

     10. Termination; Amendment

          10.1 The Committee may terminate this plan effective the first day of
any month after notice to the participants or earlier as provided in 12.4. On
termination the following shall apply except as provided in 10.3:

               (a) Amounts deferred through the last month before the
          effective date of termination shall remain deferred and be
          credited to the Accounts in accordance with the plan.

               (b) Deferral elections shall terminate as of the
          effective date of termination, and no further deferrals
          shall be allowed.

               (c) Amounts in an Account shall remain to the credit of
          the Account, shall continue to receive investment

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          guideline credits and shall be paid out in accordance with Sections 7,
          8 and 9.

          10.2 The Committee may amend this plan effective the first day of any
month by notice to the participants. An amendment may be retroactive within the
plan year in which notice is given except that the right of participants to
defer compensation may not be reduced for the portion of the plan year through
the month in which the notice is given.

          10.3 If the Internal Revenue Service issues a final ruling that any
amounts deferred under this plan will be subject to current income tax, all
amounts to which the ruling is applicable shall be paid to the participants
within 30 days.

     11. Claims Procedure

          11.1 Any person claiming a benefit, requesting an interpretation or
ruling under the plan, or requesting information under the plan shall present
the request in writing to the Committee, which shall respond in writing as soon
as practicable.

          11.2 If the claim or request is denied, the written notice of denial
shall state:

               (a) The reasons for denial, with specific reference to
          the plan provisions on which the denial is based.

               (b) A description of any additional materials or
          information required and an explanation of why it is
          necessary.

          11.3 The initial notice of denial shall normally be given within 90
days after receipt of the claim. If special circumstances require an extension
of time, the claimant shall be so notified and the time limit shall be 180 days.

          11.4 Any person whose claim or request is denied or who has not
received a response within 30 days may request review by notice in writing to
the Committee. The original decision shall be reviewed by the Committee which
may, but shall not be required to, grant the claimant a hearing. On review,
whether or not there is a hearing, the claimant may have representation, examine
pertinent documents and submit issues and comments in writing.

          11.5 The decision on review shall ordinarily be made within 60 days.
If an extension of time is required for a hearing or other special
circumstances, the claimant shall be notified and the time limit shall be 120
days. The decision shall be in writing and shall state the 

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reasons and the relevant plan provisions. Subject to 11.6, all decisions on
review shall be final and bind all parties concerned.

          11.6 If Employer creates a trust under 6.1, a decision of the
Committee shall be subject to review by the Trustee to the extent provided for
under the trust agreement.

     12. General Provisions

          12.1 If suit or action is instituted to enforce any rights under this
plan, the prevailing party may recover from the other party reasonable
attorneys' fees at trial and on any appeal.

          12.2 Any notice or directions under this plan shall be in writing and
shall be effective when actually delivered or, if mailed, when deposited postage
prepaid as first class mail. Mail shall be directed to Fred Meyer at the address
stated in this plan, to the participant at the address stated in the deferral
election or to such other address as a party may specify by notice to the other
parties. Notices to an Employer or the Committee shall be sent to Fred Meyer's
address.

          12.3 The rights of a participant under this plan are personal. Except
for the limited provisions of 9.3 and 12.5, no interest of a participant or any
beneficiary or representative of a participant may be directly or indirectly
transferred, encumbered, seized by legal process or in any other way subjected
to the claims of any creditor.

          12.4 If an Employer merges, consolidates, or otherwise reorganizes or
if its assets or business are acquired by another company, this plan shall
continue with respect to those eligible employees who continue in the employ of
the successor company. The transition of Employers shall not be considered a
termination of employment for purposes of this plan. In such an event, however,
a successor corporation may terminate this plan as to its employees on the
effective date of the succession by notice to eligible employees within 30 days
after the succession.

          12.5 The Committee may decide that because of the mental or physical
condition of a person entitled to payments, or because of other relevant
factors, it is in the person's best interest to make payments to others for the
benefit of the person entitled to payment. In that event the Committee may in
its discretion direct that payments be made to one or more of the following:

               (a) To a parent or spouse or a child of legal age.

               (b) To a legal guardian.

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               (c) To one furnishing maintenance, support, or
          hospitalization.

     13. Effective Date

          This Plan shall be effective April 1, 1999.

          Adopted March 31, 1999.

                                       Fred Meyer, Inc.


                                       By  ROBERT G. MILLER
                                          --------------------------------------


                                       Executed:  March 31, 1999
                                                 -------------------------------

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