EXECUTIVE EMPLOYMENT AGREEMENT



       This Executive Employment Agreement (the "Agreement") is made as of the

7th day of June, 2002 (the "Effective Date") between THE KROGER CO., an Ohio

corporation ("Employer"), and MICHAEL S. HESCHEL ("Executive").



                                    RECITALS



       A. Executive is currently serving as Executive Vice President 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 entered into a letter agreement dated as of June 27, 1991

(the "Pre-Hire Letter") under which Employer agreed to provide 15 years of

credited service under Employer's pension plan provided that Executive remain in

the employ of Employer for at least seven years, and Executive's benefits under

Employer's pension plan were to be offset by benefits payable to Executive under

pension plans of his previous employers. A copy of the Pre-Hire Letter is

attached as Exhibit A to this Agreement.



       D. The parties intend that this Agreement will replace and supersede any

and all prior employment agreements between Employer and Executive, except the

Pre-Hire Letter as modified by this Agreement.



       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 cancelled as of the Effective Date.



       2. Term of Agreement. The term of this Agreement shall commence on the

Effective Date and end 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 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.



{PAGE}



       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 duties as are reasonably assigned to

Executive by the Board of Directors of Employer or by such officer of the

Employer to whom Executive may now or hereafter be assigned to report.



       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 $565,000 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 $540,000, 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

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