EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the ?Agreement?) is made as of the 22^nd day of April, 2002 (the ?Effective Date?) between THE KROGER CO., an Ohio corporation (?Employer?), and W. RODNEY McMULLEN (?Executive?).

RECITALS

A.    Executive is currently serving as Executive Vice President, Strategy, Planning and Finance, of Employer, and Employer desires to secure the continued employment of Executive in accordance with this Agreement.

B.    Executive is willing to continue to remain in the employ of Employer, and any successor to Employer, on the terms and conditions set forth in this Agreement.

C.    The parties intend that this Agreement will replace and supersede any and all prior employment agreements between Employer and Executive.

In consideration of the foregoing premises, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged by the parties, the parties agree as follows:

1.    Employment.    By this Agreement, Employer and Executive set forth the terms of Employer?s employment of Executive on and after the Effective Date. Any prior agreements or understandings with respect to Executive?s employment by Employer are canceled as of the Effective Date.

2.    Term of Agreement.    The term of this Agreement shall be the three-year period commencing on the Effective Date and ending at 11:59 p.m. on September 27, 2004. Notwithstanding the foregoing, the term of this Agreement is subject to termination as provided in Section 8.

3.    Duties:

A.    Executive will serve as Executive Vice President, Strategy, Planning and Finance of Employer or in such other equivalent capacity as may be designated by the Board of Directors of Employer, and he will have such responsibilities, duties and authority as are customary for someone of that position.

B.    Executive shall furnish such managerial, executive, financial, technical, and other skills, advice, and assistance in operating Employer and its Affiliates as Employer may reasonably request. For purposes of this Agreement, ?Affiliate? means each corporation which

is a member of a controlled group of corporations (within the meaning of section 1563(a) of the Internal Revenue Code of 1986, as amended (the ?Code?)) which includes Employer.

C.    Executive shall also perform such other duties as are reasonably assigned to Executive by the Board of Directors of Employer.

D.    Executive shall devote Executive?s entire time, attention, and energies to the business of Employer and its Affiliates. The words ?entire time, attention, and energies? are intended to mean that Executive shall devote Executive?s full effort during reasonable working hours to the business of Employer and its Affiliates. Executive shall travel to such places as are necessary in the performance of Executive?s duties.

4.    Compensation.

A.    Subject to Section 4.C. below, Executive shall receive a base salary (the ?Base Salary?) of at least $605,000 per year, payable in equal installments over 13 pay periods, or such other pay periods as Employer may establish for its management and executive employees, for each year during the term of this Agreement, subject to proration for any partial year. Such Base Salary, and all other amounts payable under this Agreement, shall be subject to withholding as required by law.

B.    Subject to Section 4.C. below, in addition to the Base Salary, Executive shall be entitled to receive an annual bonus (the ?Bonus?) (if earned) for each calendar year for which services are performed under this Agreement. Any Bonus for a calendar year shall be payable after the conclusion of the calendar year in accordance with Employer?s regular bonus payment policies. Each year, Executive shall be given a Bonus target, by Employer?s Compensation Committee, of not less than $600,000, subject to terms applicable to the annual bonus arrangements of management and executive employees generally.

C.    On at least an annual basis, Executive shall be considered for Base Salary and/or Bonus target increases. During periods of adverse business conditions that, in the judgment of the Compensation Committee of the Board of Directors (the ?Compensation Committee?), require reductions in the salaries or bonuses of other elected senior officers of Employer, the Compensation Committee may reduce the amount of Executive?s Base Salary or Bonus, or both, by the same average percentage reduction applied to salaries or bonuses of such other elected officers.

5.    Expenses.    All reasonable and necessary expenses incurred by Executive in the course of the performance of Executive?s duties to Employer shall be reimbursable in accordance with Employer?s then current travel and expense policies.

6.    Benefits.

A.    While Executive remains in the employ of Employer, Executive shall be entitled to participate in and shall receive all benefits under savings and retirement programs, welfare benefits plans, fringe benefit programs and perquisites provided by Employer to its management and executive employees generally.

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