SECOND SUPPLEMENTAL WARRANT AGREEMENT
SECOND SUPPLEMENTAL WARRANT AGREEMENT (the "Agreement") dated as of May 27, 1999,
between THE KROGER CO., an Ohio corporation (the "Company"), and THE YUCAIPA COMPANIES, a
California general partnership, or its registered permitted assigns (the "Consultant").
WHEREAS, Fred Meyer, Inc., a Delaware corporation ("Fred Meyer"), has become a wholly-owned subsidiary
of the Company as a result of the transactions (collectively, the "Merger") contemplated in the Agreement and
Plan of Merger dated as of October 18, 1998 (the "Merger Agreement") by and between the Company, Jobsite
Holdings, Inc., a Delaware corporation, and Fred Meyer.
WHEREAS, Smith's Food and Drug Centers, Inc., a Delaware corporation ("Smith's"), became a wholly-owned
subsidiary of Fred Meyer as a result of the transaction (the "Smith's Merger") contemplated in the Agreement and
Plan of Reorganization and Merger dated as of May 11, 1997, between Smith's and FM Stores, Inc., a
Delaware corporation and predecessor to Fred Meyer.
WHEREAS, prior to the effective date of the Smith's Merger, Smith's was a party to a Warrant Agreement
dated May 23, 1996 (the "Warrant Agreement") between Smith's and the Consultant pursuant to which Smith's
issued 1,842,555 warrants to purchase an aggregate of 1,842,555 shares of Class C Common Stock, $.01 par
value per share, of Smith's.
WHEREAS, upon consummation of the Smith's Merger, the Warrant Agreement was supplemented pursuant to
its terms and Fred Meyer became a party to a Supplemental Warrant Agreement dated September 9, 1997 (the
"First Supplement") between Fred Meyer and the Consultant pursuant to which Fred Meyer issued 3,869,366
warrants to purchase an aggregate of 3,869,366 shares of common stock, $.01 par value per share, of Fred
Meyer (as adjusted to account for a 2-for-1 stock split subsequent to the effective date of the First Supplement).
Defined terms used herein and not otherwise defined herein have the meanings set forth in the