PRICING AGREEMENT by Kroger Co

PRICING AGREEMENT

Exhibit 1.1.1

PRICING AGREEMENT

в–‡в–‡в–‡в–‡в–‡в–‡в–� в–‡в–‡в–‡в–‡в–� в–‡в–‡в–‡в–‡в–‡в–‡ INC.
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
в–�.в–�. в–‡в–‡в–‡в–‡в–‡в–‡ SECURITIES INC.
As Representatives of the several
Underwriters named in Schedule II hereto,

March 26, 2002

Dear Sirs:

The Kroger Co., an Ohio corporation (the "Company"), and the
Guarantors on Schedule I and on the signature pages hereto propose, subject to
the terms and conditions stated herein and in the Underwriting Agreement, dated
March 26, 2002 (the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule II hereto (the "Underwriters") the Securities
(the "Designated Securities") and related Guarantees specified in Schedule III
hereto. Each of the provisions of the Underwriting Agreement is incorporated
herein by reference in its entirety, and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set forth in full
herein; and each of the representations and warranties set forth therein shall
be deemed to have been made at and as of the date of this Pricing Agreement,
except that each representation and warranty which refers to the Prospectus in
Section 2 of the Underwriting Agreement shall be deemed to be a representation
or warranty as of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined), and also a representation and warranty as of
the date of this Pricing Agreement in relation to the Prospectus as amended or
supplemented relating to the Designated Securities and related Guarantees. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of each of the Underwriters of the Designated Securities and
related Guarantees pursuant to Section 12 of the Underwriting Agreement and the
address of the Representatives referred to in such Section 12 are set forth at
the end of Schedule III hereto.

An amendment to the Registration Statement, or a supplement to
the Prospectus, as the case may be, relating to the Designated Securities and
related Guarantees, in the form heretofore delivered to you is now proposed to
be filed with the Commission.

Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time and
place and at the purchase price to the Underwriters, and under other terms and
conditions set forth in Schedule III hereto, the principal amount of Designated
Securities set forth opposite the name of such Underwriter in Schedule II
hereto.

If the foregoing is in accordance with your understanding,
please sign and return to us six counterparts hereof, and upon acceptance hereof
by you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters, the Company and each of the Guarantors. It is understood that your
acceptance of this letter on behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Company for examination upon
request, but without warranty on the part of the Representatives as to the
authority of the signers thereof.

Very Truly Yours,

Attest: THE KROGER CO.
Each of the Guarantors Listed on Schedule I
hereto, as Guarantor of the Designated Securities

By:
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в–‡в–‡в–‡в–‡в–� в–�. в–‡в–‡в–‡в–‡ Name: в–‡в–‡в–‡в–‡ в–�. в–‡в–‡в–‡в–‡в–‡в–‡в–�
Assistant Secretary/Secretary Title: Senior Vice President/President/Vice
President

Attest: QUEEN CITY ASSURANCE, INC.
as Guarantor of the Designated Securities
RJD ASSURANCE, INC.,
as Guarantor of the Designated Securities
VINE COURT ASSURANCE INCORPORATED,
as Guarantor of the Designated Securities

By:
----------------------------------- --------------------------------------------------
в–‡в–‡в–‡в–‡в–� в–�. в–‡в–‡в–‡в–‡в–‡в–‡в–‡в–‡в–� Name: в–‡в–‡в–‡в–‡в–� в–�. в–‡в–‡в–‡в–‡
Treasurer Title: Senior Vice President/Vice President

RICHIE'S INC., as Guarantor of the Designated Securities

By:
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Name: в–‡в–‡в–‡в–‡в–‡в–‡ в–�. O`Brien, Jr.
Title: Vice President, Secretary and
Treasurer

ROCKET NEWCO, INC.,
as Guarantor of the Designated Securities

HENPIL, INC.,
as Guarantor of the Designated Securities

By:
--------------------------------------
Name: в–‡в–‡в–‡в–‡в–‡в–‡ в–�. O`Brien, Jr.
Title: President/Vice President

By:
-----------------------------------------------------
(в–‡в–‡в–‡в–‡в–‡в–‡в–� в–‡в–‡в–‡в–‡в–� в–‡в–‡в–‡в–‡в–‡в–‡ Inc.)
On behalf of each of the Underwriters

SCHEDULE I

GUARANTORS

NAME OF GUARANTOR STATE OF ORGANIZATION
----------------- ---------------------

Alpha Beta Company California
Bay Area Warehouse Stores, Inc. California
в–‡в–‡в–‡в–‡ Markets, Inc. California
Cala Co. Delaware
Cala Foods, Inc. California
CB&S Advertising Agency, Inc. Oregon
в–‡в–‡в–‡в–‡в–‡в–‡в–‡в–‡ Stores, Inc. California
в–‡в–‡в–‡в–‡в–‡в–‡ Companies, Inc. Kansas
в–‡в–‡в–‡в–‡в–‡в–‡ Real Estate Co., Inc. Kansas
Distribution Trucking Company Oregon
Drugs Distributors, Inc. Indiana
F4L L.P. Ohio
FM, Inc. Utah
Food 4 Less GM, Inc. California
Food 4 Less Holdings, Inc. Delaware
Food 4 Less Merchandising, Inc. California
Food 4 Less of California, Inc. California
Food 4 Less of Southern California, Inc. Delaware
в–‡в–‡в–‡в–‡ в–‡в–‡в–‡в–‡в–�, Inc. Delaware
в–‡в–‡в–‡в–‡ в–‡в–‡в–‡в–‡в–� Jewelers, Inc. California
в–‡в–‡в–‡в–‡ в–‡в–‡в–‡в–‡в–� of Alaska, Inc. Alaska
в–‡в–‡в–‡в–‡ в–‡в–‡в–‡в–‡в–� of California, Inc. California
в–‡в–‡в–‡в–‡ в–‡в–‡в–‡в–‡в–� Stores, Inc. Delaware
в–‡в–‡в–‡в–‡в–‡в–‡ Markets, Inc. California
в–‡в–‡в–‡в–‡в–‡в–‡ Realty, Inc. California
Inter-American Foods, Inc. Ohio
Junior Food Stores of West Florida, Inc. Florida
J.V. Distributing, Inc. Michigan
KRGP Inc. Ohio
KRLP Inc. Ohio
The Kroger Co. of Michigan Michigan
Kroger Dedicated Logistics Co. Ohio
Kroger Group Cooperative, Inc. Ohio
Kroger Limited Partnership I Ohio
Kroger Limited Partnership II Ohio
Kroger Texas L.P. Ohio
KU Acquisition Corporation Washington

NAME OF GUARANTOR STATE OF ORGANIZATION
----------------- ---------------------

Kwik Shop, Inc. Kansas
Mini Mart, Inc. Wyoming
Peyton's-Southeastern, Inc. Tennessee
QFC Sub, Inc. Washington
Quality Food Centers, Inc. Washington
Quality Food Holdings, Inc. Delaware
Quality Food, Inc. Delaware
Quik Stop Markets, Inc. California
Ralphs Grocery Company Delaware
Roundup Co. Washington
Second Story, Inc. Washington
в–‡в–‡в–‡в–‡в–�'в–� Beverage of Wyoming, Inc. Wyoming
в–‡в–‡в–‡в–‡в–�'в–� Food & Drug Centers, Inc. Delaware
THGP Co., Inc. Pennsylvania
THLP Co., Inc. Pennsylvania
Topvalco, Inc. Ohio
Turkey Hill, L.P. Pennsylvania
в–‡в–‡в–‡в–‡в–� Aircraft, Inc. Kansas

SCHEDULE II

UNDERWRITER PRINCIPAL AMOUNT OF 6.75% SENIOR
NOTES DUE 2012 TO BE PURCHASED

в–‡в–‡в–‡в–‡в–‡в–‡в–� в–‡в–‡в–‡в–‡в–� Barney Inc. $125,000,000
Banc of America Securities LLC $125,000,000
Banc One Capital Markets, Inc. $125,000,000
в–‡в–‡ в–‡в–‡в–‡в–‡в–‡в–‡ Securities Inc. $125,000,000
-------------
Total $500,000,000

SCHEDULE III

TITLE OF DESIGNATED SECURITIES:

6.75% Senior Notes due в–‡в–‡в–‡в–‡

в–‡в–‡в–‡в–‡в–‡в–‡в–‡в–‡в–� PRINCIPAL AMOUNT:

$500,000,000 of 6.75% Senior Notes due 2012

PRICE TO PUBLIC:

99.881% of the principal amount of the 6.75% Senior Notes due 2012, plus
accrued interest from April 3, 2002.

PURCHASE PRICE BY UNDERWRITERS:

99.231% of the principal amount of the 6.75% Senior Notes due 2012, plus
accrued interest from April 3, 2002.

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

Immediately available funds

INDENTURE:

Indenture dated as of June 25, 1999, between the Company, the Guarantors
and Firstar Bank, National Association, as Trustee, as supplemented by the
First Supplemental Indenture, dated June 25, 1999, the Second Supplemental
Indenture, dated June 25, 1999, the Third Supplemental Indenture, dated
June 25, 1999, the Fourth Supplemental Indenture, dated September 22,
1999, the Fifth Supplemental Indenture, dated September 22, 1999, the
Sixth Supplemental Indenture, dated September 22, 1999, the Seventh
Supplemental Indenture, dated February 11, 2000, and the Eighth
Supplemental Indenture dated February 11, 2000, the Ninth Supplemental
Indenture, dated August 21, 2000, the Tenth Supplemental Indenture, dated
May 11, 2001, the Eleventh Supplemental Indenture, dated May 11, 2001, the
Twelfth Supplemental Indenture, dated August 16, 2001 and the Thirteenth
Supplemental Indenture, dated April 3, 2002.

MATURITY:

The 6.75% Senior Notes due 2012 will mature on April 15, 2012.

INTEREST RATES:

The 6.75% Senior Notes due 2012 will bear interest from April 3, 2002 at
6.75%.

INTEREST PAYMENT DATES:

Interest on the 6.75% Senior Notes due 2012 is payable semiannually on
April 15 and October 15 of each year commencing on October 15, 2002.

REDEMPTION PROVISIONS:

As described in the Prospectus Supplement dated March 26, 2002.

SINKING FUND PROVISION:

No sinking fund provisions.

DEFEASANCE PROVISIONS:

As described in the Prospectus Supplement dated March 26, 2002.

GUARANTEES:

Guaranteed by the Guarantors set forth on the signature pages and
Schedule I to the Pricing Agreement.

TIME OF DELIVERY:

April 3, 2002

CLOSING LOCATION:

Offices of Fried, Frank, Harris, в–‡в–‡в–‡в–‡в–‡в–‡в–� & в–‡в–‡в–‡в–‡в–‡в–‡в–‡в–‡
в–‡в–‡в–� в–‡в–‡в–� в–‡в–‡в–‡в–‡ в–‡в–‡в–‡в–‡в–�,
в–‡в–‡в–� в–‡в–‡в–‡в–‡, в–‡в–‡в–� в–‡в–‡в–‡в–‡ в–‡в–‡в–‡в–‡в–�

NAME AND ADDRESS OF REPRESENTATIVES:

в–‡в–‡в–‡в–‡в–‡в–‡в–� в–‡в–‡в–‡в–‡в–� Barney Inc.
в–‡в–‡в–� в–‡в–‡в–‡в–‡в–‡в–‡в–‡в–‡в–� в–‡в–‡в–‡в–‡в–‡в–‡
в–‡в–‡в–� в–‡в–‡в–‡в–‡, в–‡в–‡в–� в–‡в–‡в–‡в–‡ в–‡в–‡в–‡в–‡в–�

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PRICING AGREEMENT

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