CALCULATION AGENCY AGREEMENT

                                     BETWEEN

                                 THE KROGER CO.

                                       AND

                                 CITIBANK, N.A.





August 16, 2001





                   The Kroger Co., an Ohio corporation (the "Company"), proposes

to issue and sell $250,000,000 aggregate principal amount of its Puttable Reset

Securities (PURS) due August 16, 2012 (the "Bonds") in accordance with the terms

of the 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 and the

Twelfth Supplemental Indenture, dated as of August 16, 2001 (collectively, the

"Indenture"), in each case among the Company and U.S. Bank, N.A. f/k/a Firstar

Bank, N.A., as trustee (the "Trustee") and, as applicable, the Guarantors named

therein. Terms used but not defined herein shall have the meanings assigned to

them in the Bonds.



                  For the purpose of appointing an agent to perform the

functions of Calculation Agent as described in the Bonds, and for other reasons

related thereto, the Company and Citibank, N.A. hereby agree as follows (it

being understood that the references to Citibank, N.A. in subsection 1 through 4

below mean such firm in its capacity as Calculation Agent, in sections 5 and 6

below mean such firm in its individual capacity and not as Calculation Agent,

and in sections 7 through 12 below mean such firm in either capacity, as the

context may require):



                  1. Upon the terms and subject to the conditions contained

herein, the Company hereby appoints Citibank, N.A. as agent (solely in such

capacity, the "Calculation Agent") for the purpose of performing the functions

of Calculation Agent as described in the Bonds.



                  2. (a) Subject to sections 3 and 4 below, the Calculation

Agent agrees to perform the functions of the Calculation Agent described in the

Bonds. The





                                      -4-

{PAGE}   2



Calculation Agent shall require each financial institution that is to act as a

Reference Dealer to execute a Reference Dealer agreement substantially in the

form attached hereto as Annex A, with such changes as Citibank, N.A., in its

individual capacity, reasonably may request with the approval of the Company.



                     (b) Upon the request of a registered holder of Bonds, the

Trustee or the Company, the Calculation Agent shall inform such holder, the

Trustee or the Company of the results of any calculation or determination.



                  3. The Calculation Agent accepts and agrees to perform its

obligations set forth herein, upon the terms and subject to the conditions

hereof, including the following, to all of which the Company and the Trustee

agree:



                  (a) The Company promises to reimburse the Calculation Agent

for the reasonable out-of-pocket expenses (including counsel fees and expenses)

incurred by it in connection with the services rendered hereunder by it as

Calculation Agent upon receipt of such invoices as the Company shall reasonably

require. The Company also agrees to indemnify the Calculation Agent for, and to

hold it harmless against, any and all loss, liability, damage, claims or expense

(including the costs and expenses, including reasonable legal fees and expenses,

of defending against any claim of liability) incurred by the Calculation Agent

that arises out of or in connection with its acting as Calculation Agent

hereunder, except such as may result from the gross negligence or bad faith of

the Calculation Agent. The Calculation Agent shall incur no liability to and

shall be indemnified and held harmless by the Company for, or in respect of, any

actions taken, omitted to be taken or suffered to be taken in good faith by the

Calculation Agent in reasonable reliance upon (i) the written opinion of counsel

satisfactory to it or (ii) instructions from the Trustee or the Company. The

Calculation Agent shall not be liable for any error resulting from the use of or

reliance on a source of information used in good faith and with due care to make

any determination, calculation or declaration hereunder. In no event shall the

Calculation Agent be liable for special, indirect or consequential loss or

damage of any kind whatsoever (including but not limited to lost profits), even

if the Calculation Agent has been advised of the likelihood of such loss or

damage and regardless of the form of action. The provisions of this paragraph

shall survive the termination of this Agreement.



                  (b) In acting under this Agreement and in connection with the

Bonds, the Calculation Agent is acting solely as agent of the Company and does

not assume any obligations to, or relationship of agency or trust for or with,

any of the owners or holders of the Bonds.



                  (c) Notwithstanding any other provision to the contrary set

forth in this Agreement, the Calculation Agent shall be protected against and

shall incur no liability for or in respect of any action taken or omitted to be

taken or anything suffered by it in reliance upon the terms of the Bonds or any

notice, direction, certificate, affidavit, statement or other paper, document or

communication reasonably believed by it to be

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