<PAGE>

                                                                   Exhibit 4.3.1


                  THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of April 3, 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
Thirteenth Supplemental Indenture.

                  The Company and the Guarantors, pursuant to the foregoing
authority, propose in and by this Thirteenth 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 Thirteenth 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 THIRTEENTH 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 Thirteenth 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 Thirteenth Supplemental
                  Indenture and, where so specified, to the Articles and
                  Sections of the Indenture as supplemented by this Thirteenth
                  Supplemental Indenture; and

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

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

                           6.75% Senior Notes due 2012

CUSIP No. 501044 CC 3
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 April 15, 2012 and to pay interest thereon
from April 3, 2002, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on April 15 and
October 15 in each year, commencing October 15, 2002 at the rate of interest of
6.75% 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 April 1 or October 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:
                                                     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 and the
Thirteenth Supplemental Indenture dated as of April 3, 2002 (as so supplemented,
herein called


                                      -8-
<PAGE>

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, limited in aggregate principal amount to
$500,000,000.

                  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 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.


                                      -9-
<PAGE>

                  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.

                  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.


                                      -10-
<PAGE>

                  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 Thirteenth
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: April 3, 2002





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

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




                                      -11-
<PAGE>

<TABLE>
<S>                                               <C>

                                                    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, Secretary and Treasurer


                                                    ROCKET NEWCO, INC.,
                                                    as Guarantor of the Securities

                                                    HENPIL, INC.,
                                                    as Guarantor of the Securities

                                                    By:
                                                       -------------------------------------------------
                                                         Name:      Thomas P. O`Brien, Jr.
                                                         Title:     President/Vice President
</TABLE>


                                      -12-
<PAGE>



This is one of the Guarantees referred to in the within mentioned Indenture.
<TABLE>
<S>                                             <C>
                                                    U.S. BANK, N.A.
                                                    as Trustee

                                                    By:
                                                       -------------------------------------------------
                                                          Name:
                                                          Title:
</TABLE>





                                      -13-
<PAGE>



                                   SCHEDULE I

                                   Guarantors
<TABLE>
<CAPTION>

NAME OF GUARANTOR                                              STATE OF ORGANIZATION
-----------------                                              ---------------------
<S>                                                         <C>
Alpha Beta Company                                             California
Bay Area Warehouse Stores, Inc.                                California
Bell Markets, Inc.                                             California
Cala Co.                                                       Delaware
Cala Foods, Inc.                                               California
CB&S Advertising Agency, Inc.                                  Oregon
Crawford Stores, Inc.                                          California
Dillon Companies, Inc.                                         Kansas
Dillon Real Estate Co., Inc.                                   Kansas
Distribution Trucking Company                                  Oregon
Drugs Distributors, Inc.                                       Indiana
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
</TABLE>


                                      -14-
<PAGE>
<TABLE>
<CAPTION>

NAME OF GUARANTOR                                              STATE OF ORGANIZATION
-----------------                                              ---------------------
<S>                                                         <C>
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
</TABLE>


                                      -15-
<PAGE>



                                  ARTICLE THREE

                            THE SERIES OF SECURITIES

Section 301.      TITLE AND TERMS.

                  There shall be a series of Securities designated as the "6.75%
Senior Notes due 2012" of the Company. Their Stated Maturity shall be April 15,
2012, and they shall bear interest at the rate of 6.75% per annum.

                  Interest on the Securities of this series will be payable
semi-annually on April 15 and October 15 of each year, commencing October 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 April 1 or October 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 Thirteenth Supplemental
Indenture is limited to $500,000,000, 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.

                  The Securities of this series will be represented by two or
more Global Securities representing the entire $500,000,000 aggregate principal
amount of the Securities of this series, and the Depositary with respect to such
Global Security or Global Securities will be The Depository Trust Company.

                  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.


                                      -16-
<PAGE>

                  The Securities of this series are redeemable prior to maturity
at the option of the Company as provided in this Thirteenth 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 Thirteenth 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 Thirteenth Supplemental
         Indenture, including the due and punctual payment of the principal of
         and interest on all the Securities of the series created by the
         Thirteenth Supplemental Indenture according to their tenor, and the due
         and punctual performance and observance of all of the covenants and
         conditions of the Indenture to be performed or observed by the Company,
         by supplemental indenture in form satisfactory to the Trustee, executed
         and delivered to the Trustee by such entity, and (ii) the Company, such
         person or such successor entity, as the case may be, shall not,
         immediately after such merger or consolidation, or such sale, lease or
         conveyance, be in default in the performance of any such covenant or
         condition and, immediately after giving effect to such transaction, no
         Event of Default, and no event which, after notice or lapse of time


                                      -17-
<PAGE>

         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."

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


                                      -18-
<PAGE>

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

                  "Section 1009. LIMITATIONS ON LIENS.

                  After the date hereof and so long as any Securities of the
         series created by the Thirteenth 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 Thirteenth 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 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;


                                      -19-
<PAGE>

                  (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
         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



                                      -20-
<PAGE>

         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 Thirteenth Supplemental Indenture are
         Outstanding, the Company agrees that it will not, and will not permit
         any Restricted Subsidiary to, enter into any arrangement with any
         Person providing for the leasing by the Company or a Restricted
         Subsidiary of any Operating Property or Operating Asset (other than any
         such arrangement involving a lease for a term, including renewal
         rights, for not more than 3 years and leases between the Company and a
         Restricted Subsidiary or between Restricted Subsidiaries), whereby such
         Operating Property or Operating Asset has been or is to be sold or
         transferred by the Company or any Restricted Subsidiary to such Person
         (herein referred to as a "Sale and Lease-Back Transaction"), unless:


                                      -21-
<PAGE>

                        (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 Thirteenth 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 Thirteenth
         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 Thirteenth 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

                  Section 1301. COMPANY'S OPTION TO EFFECT DEFEASANCE OR
         COVENANT DEFEASANCE.


                                      -22-
<PAGE>

                  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 Thirteenth 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 Thirteenth 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 Thirteenth 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 Thirteenth 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 Thirteenth 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 Thirteenth 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 Thirteenth 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 Thirteenth 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 Thirteenth 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 Thirteenth 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 Thirteenth
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 Thirteenth 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
Thirteenth 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 Thirteenth 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 Thirteenth Supplemental Indenture, and agrees to perform
the same upon the terms and conditions of the Indenture, as supplemented by this
Thirteenth 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
Thirteenth 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 Thirteenth Supplemental Indenture all of its
respective representations, covenants and agreements set forth in the Indenture.

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


                                      -33-
<PAGE>

             (i) This Thirteenth 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 Thirteenth Supplemental Indenture shall
be deemed to be incorporated in, and made a part of, the Indenture; and the
Indenture, as supplemented by this Thirteenth 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.
<TABLE>
<S>                                              <C>
Attest:                                             THE KROGER CO.
                                                    Each of the Guarantors Listed on Schedule I
                                                    hereto, as Guarantor of the Securities


                                                    By:
------------------------------                          -----------------------------------------------
Bruce M. Gack                                             Name:    Paul W. Heldman
Assistant 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                                        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, Secretary and   Treasurer
</TABLE>


                                      -35-
<PAGE>

<TABLE>
<S>                                              <C>
                                                    ROCKET NEWCO, INC.,
                                                    as Guarantor of the Securities

                                                    HENPIL, INC.,
                                                    as Guarantor of the Securities

                                                    By:
                                                        -----------------------------------------------
                                                         Name:     Thomas P. O`Brien, Jr.
                                                         Title:    President/Vice President
</TABLE>



                                      -36-
<PAGE>


<TABLE>
<S>                                             <C>
Attest:                                             U.S. BANK, N.A.,
                                                   as Trustee

                                                    By:
---------------------                                ---------------------------
                                                          Name:
                                                          Title :
</TABLE>



                                      -37-
<PAGE>


                                   SCHEDULE I

                                   Guarantors
<TABLE>
<CAPTION>

NAME OF GUARANTOR                                              STATE OF ORGANIZATION
-----------------                                              ---------------------
<S>                                                         <C>
Alpha Beta Company                                             California
Bay Area Warehouse Stores, Inc.                                California
Bell Markets, Inc.                                             California
Cala Co.                                                       Delaware
Cala Foods, Inc.                                               California
CB&S Advertising Agency, Inc.                                  Oregon
Crawford Stores, Inc.                                          California
Dillon Companies, Inc.                                         Kansas
Dillon Real Estate Co., Inc.                                   Kansas
Distribution Trucking Company                                  Oregon
Drugs Distributors, Inc.                                       Indiana
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
</TABLE>


                                      -38-
<PAGE>
<TABLE>
<CAPTION>

NAME OF GUARANTOR                                              STATE OF ORGANIZATION
-----------------                                              ---------------------
<S>                                                         <C>
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
</TABLE>



                                      -39-

<PAGE>





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


                  On the             day of April 3, 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             day of April 3, 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.

                                        ___________________________



                                      -i-

<PAGE>


                                                                            Page
                                                                            ----



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


                  On the             day of April 3, 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             day of April 3, 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.

                                        ___________________________



                                      -ii-


<PAGE>

                                                                            Page
                                                                            ----

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


                  On the             day of April 3, 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.

                                        ___________________________




                                     -iii-