THE KROGER CO.

                          2002 LONG-TERM INCENTIVE PLAN



1.   Definitions



     In this Plan the following definitions apply:



     1.1  "Agreement" means a written agreement implementing a grant of an

Option or an award of Restricted Stock.



     1.2  "Board" means the Board of Directors of the Company.



     1.3  "Code" means the Internal Revenue Code of 1986, as amended.



     1.4  "Committee" means the committee appointed to administer each of the

Programs under the Plan. For purposes of the Insider Program the Committee will

be a committee of the Board meeting the standards of Rule 16b-3(d)(1) under the

Exchange Act, or any similar successor rule, appointed by the Board to

administer the Insider, which initially will be composed of those members of the

Compensation Committee of the Board who qualify as "outside directors" under

Section 162(m) of the Code. For purposes of the Non-Insider Program, the

Committee will be the Stock Option Committee.



     1.5  "Common Stock" means the common stock, par value $1.00 per Share, of

the Company.



     1.6  "Company" means THE KROGER CO.



     1.7  "Date of Exercise" means the date on which the Company receives notice

of the exercise of an Option in accordance with the terms of Article 7.



     1.8  "Date of Grant" means the date on which an Option is granted or

Restricted Stock is awarded by the Committee.



     1.9  "Director" means a member of the Board of the Company.



     1.10 "Employee" means any person determined by the Committee to be an

employee of the Company or a Subsidiary.



     1.11 "Exchange Act" means the Securities Exchange Act of 1934, as amended.



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     1.12 "Fair Market Value" of a Share of Common Stock means the amount equal

to the fair market value of a Share of Common Stock determined pursuant to a

reasonable method adopted by the Committee in good faith. Unless otherwise

provided to the contrary in an Agreement or in resolutions of the Committee, the

Fair Market Value of a Share will be the mean between the highest and lowest

selling price on the date of determination on the New York Stock

Exchange--Composite Transactions, or if no sales are made on that date, on the

most recent prior date for which sales are reported.



     1.13 "Grantee" means an Employee or a Director to whom Restricted Stock has

been awarded pursuant to Article 9.



     1.14 "Insider" means a Director or an officer or other employee of the

Company subject to Section 16(a) of the Exchange Act.



     1.15 "Insider Program" means that portion of the Plan under which grants or

awards are made to Insiders, including Directors.



     1.16 "Non-Insider Program" means that portion of the Plan under which

grants or awards are made to Employees, excluding Insiders.



     1.17 "Option" means a nonstatutory stock option granted under the Plan that

does not qualify as an incentive stock option under Section 422 of the Code.



     1.18 "Option Period" means the period during which an Option may be

exercised.



     1.19 "Option Price" means the price per Share at which an Option may be

exercised. The Option Price will be determined by the Committee, but in no event

will the Option Price of an Option be less than the Fair Market Value per Share

determined as of the Date of Grant.

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