8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported) June 30, 1998
                                                          -------------

                                FRED MEYER, INC.
             (Exact name of registrant as specified in its charter)


         Delaware                        1-13339                91-1826443
- --------------------------------------------------------------------------------
(State or other jurisdiction of        (Commission            (IRS Employer
 incorporation or organization)          File No.)           Identification No.)


 3800 SE 22nd Avenue, Portland, Oregon                            97202
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


                                 (503) 232-8844
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Item 5.  Other Events

     Underwriting Agreement

     On June 30, 1998, in connection with the effective Registration Statement
on Form S-3 (Registration No. 333-56637), Fred Meyer, Inc. entered into an
Underwriting Agreement with certain stockholders of Fred Meyer, Inc. and
Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co.,
Morgan Stanley & Co. Incorporated and Smith Barney Inc.

     The Underwriting Agreement, which is attached hereto as Exhibit 1 is
incorporated by reference in Registration No. 333-56637 Exhibit No. 1.


Item 7.  Financial Statements and Exhibits

     (c) Exhibits

     1. Underwriting Agreement


                                       2

                                    SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


Dated:  July 1, 1998

                                       FRED MEYER, INC.

                                       By:  ROGER A. COOKE
                                            ------------------------------------
                                            Roger A. Cooke
                                            Senior Vice President


                                       3

                                  EXHIBIT INDEX


Exhibit No.        Description                               Sequential Page No.
- -----------        -----------                               -------------------

1.                 Underwriting Agreement

EX-1

                                9,897,575 Shares

                                FRED MEYER, INC.

                                  Common Stock

                             UNDERWRITING AGREEMENT



                                                                   June 30, 1998


DONALDSON, LUFKIN & JENRETTE
   SECURITIES CORPORATION
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO. INCORPORATED
SMITH BARNEY INC.
   As representatives of the several Underwriters
     named in Schedule I hereto
     c/o Donaldson, Lufkin & Jenrette Securities Corporation
       277 Park Avenue
       New York, New York 10172

Dear Sirs:

     The stockholders of Fred Meyer, Inc., a Delaware corporation (the
"Company"), named in Part A of Schedule II hereto (the "Selling Stockholders")
severally propose to sell to the several underwriters named in Schedule I hereto
(the "Underwriters") an aggregate of 8,997,795 issued and outstanding shares of
the common stock, par value $.01 per share ("Common Stock"), of the Company (the
"Firm Shares"), each Selling Stockholder selling the amount of Firm Shares set
forth opposite such Selling Stockholder's name in Part A of Schedule II hereto.
The Selling Stockholders named in Part B of Schedule II hereto also severally
propose to sell to the several Underwriters not more than an additional 899,780
issued and outstanding shares of the common stock, par value $.01 per share, of
the Company (the "Additional Shares") if requested by the Underwriters as
provided in Section 2 hereof. The Firm Shares and the Additional Shares are
hereinafter referred to collectively as the "Shares".

     SECTION 1. Registration Statement and Prospectus. The Company has prepared
and filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively, the
"Act"), a registration statement on Form S-3, including a prospectus and a
prospectus supplement, relating to the Shares. The registration statement, as
amended at the time it became effective, including the information (if any)
deemed to be part of the registration statement at the time of effectiveness
pursuant to Rule 430A under the Act, is 


hereinafter referred to as the "Registration Statement"; and the prospectus and
the prospectus supplement in the form first used to confirm sales of Shares is
hereinafter referred to as the "Prospectus" (including, in the case of all
references to the Registration Statement or the Prospectus, documents
incorporated therein by reference). If the Company has filed or is required
pursuant to the terms hereof to file a registration statement pursuant to Rule
462(b) under the Act registering additional shares of Common Stock (a "Rule
462(b) Registration Statement"), then, unless otherwise specified, any reference
herein to the term "Registration Statement" shall be deemed to include such Rule
462(b) Registration Statement. The terms "supplement" and "amendment" or "amend"
as used in this Agreement with respect to the Registration Statement or the
Prospectus shall include all documents subsequently filed by the Company with
the Commission pursuant to the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission thereunder (collectively, the
"Exchange Act") that are deemed to be incorporated by reference in the
Prospectus.

     SECTION 2. Agreements to Sell and Purchase and Lock-Up Agreements . On the
basis of the representations and warranties contained in this Agreement, and
subject to its terms and conditions, (i) each Selling Stockholder agrees,
severally and not jointly, to sell to the Underwriters the number of Firm Shares
set forth opposite such Selling Stockholder's name in Part A of Schedule II
hereto and (ii) each Underwriter agrees, severally and not jointly, to purchase
from each Selling Stockholder at a price per Firm Share of $41.16 (the "Purchase
Price") the number of Firm Shares (subject to such adjustments to eliminate
fractional shares as you may determine) that bears the same proportion to the
total number of Firm Shares to be sold by such Selling Stockholder as the number
of Firm Shares set forth opposite the name of such Underwriter in Schedule I
hereto bears to the total number of Firm Shares.

     On the basis of the representations and warranties contained in this
Agreement, and subject to the terms and conditions hereof, the Selling
Stockholders named in Part B of Schedule II hereto severally agree to sell the
Additional Shares and the Underwriters shall have the right to purchase,
severally and not jointly, up to 899,780 Additional Shares from such Selling
Stockholders at the Purchase Price. Additional Shares may be purchased solely
for the purpose of covering over-allotments made in connection with the offering
of the Firm Shares. The Underwriters may exercise their right to purchase
Additional Shares in whole or in part from time to time by giving written notice
thereof to the Company and each of the Selling Stockholders named in Part B of
Schedule II hereto within 30 days after the date of this Agreement. You shall
give any such notice on behalf of the Underwriters and such notice shall specify
the aggregate number of Additional Shares to be purchased pursuant to such
exercise and the date for payment and delivery thereof, which date shall be a
business day (i) no earlier than two business days after such notice has been
given (and, in any event, no earlier than the Closing Date (as hereinafter
defined)) and (ii) no later than ten business days after such notice has been
given. If any Additional Shares are to be purchased, each Underwriter, severally
and not jointly, agrees to purchase from the Selling Stockholders named in Part
B of Schedule II hereto the number of Additional Shares to be sold by each
Selling Stockholder (subject to such adjustments to eliminate fractional shares
as you may determine) which bears the same proportion to the total number of
Additional Shares to be purchased from the Selling Stockholders as the number of
Firm Shares set forth opposite the name of such Underwriter in Schedule I bears
to the total number of Firm Shares. The maximum number 


                                       2

of Additional Shares to be sold by each Selling Stockholder is set forth
opposite such Selling Stockholder's name in Part B of Schedule II hereto, and if
less than the maximum number of Additional Shares are to be purchased, the
number of Additional Shares to be purchased shall be allocated pro rata among
the Selling Stockholders in accordance with the number of Additional Shares set
forth opposite such Selling Stockholder's name in Part B of Schedule II hereto.

     The Company and each Selling Stockholder hereby agree not to (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock or (ii) enter into any swap or other arrangement
that transfers all or a portion of the economic consequences associated with the
ownership of any Common Stock (regardless of whether any of the transactions
described in clause (i) or (ii) is to be settled by the delivery of Common
Stock, or such other securities, in cash or otherwise), except to the
Underwriters pursuant to this Agreement, for a period of 90 days after the date
of this Agreement without the prior written consent of Donaldson, Lufkin &
Jenrette Securities Corporation. Notwithstanding the foregoing, during such
period (i) the Company may grant stock options and make other stock awards
pursuant to the Company's existing stock option and stock incentive plans, (ii)
the Company may issue shares of Common Stock upon the exercise of any warrant or
the conversion of a security outstanding on the date hereof and may issue shares
of Common Stock pursuant to the terms of its existing stock option, stock
incentive and directors stock plans, (iii) the Company may issue shares of
Common Stock in connection with one or more mergers or acquisitions, (iv)
Zell/Chilmark Fund, L.P. may distribute or otherwise transfer, directly or
indirectly, shares of Common Stock held by it to any of its direct or indirect
partners in accordance with the partnership agreement governing the rights of
such partners and as set forth in the Prospectus under "Principal and Selling
Stockholders", (v) Zell/Chilmark Fund, L.P. and Stuart M. Sloan may pledge
shares of Common Stock to a lender pursuant to a bona fide loan transaction,
(vi) Dan P. Kourkoumelis may sell up to 100,000 shares of Common Stock and (vii)
the Selling Stockholders may make bona fide gifts of shares of Common Stock
provided that prior to any such transfer the transferee shall agree in writing
to comply with the foregoing restrictions. The Company also agrees not to file
any registration statement with respect to any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock for
a period of 90 days after the date of this Agreement without the prior written
consent of Donaldson, Lufkin & Jenrette Securities Corporation, other than
pursuant to the terms of its existing registration rights agreements set forth
on Exhibit I hereto. In addition, each Selling Stockholder agrees that, for a
period of 90 days after the date of this Agreement without the prior written
consent of Donaldson, Lufkin & Jenrette Securities Corporation, it will not make
any demand for, or exercise any right with respect to, the registration of any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock. The Company shall, prior to or concurrently with
the execution of this Agreement, deliver an agreement executed by each
stockholder and officer of the Company listed on Annex I hereto to the effect
that such person will not (except as otherwise set forth in such person's
agreement), during the period commencing on the date such person signs such
agreement and ending 90 days after the date of this Agreement, without the prior
written consent of Donaldson, Lufkin & Jenrette Corporation, (A) engage in any
of the transactions described in the first sentence of this paragraph or (B)
make any demand for, or exercise any right with respect to,


                                       3

the registration of any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock.

     SECTION 3. Terms of Public Offering. The Selling Stockholders are advised
by you that the Underwriters propose (i) to make a public offering of their
respective portions of the Shares as soon after the execution and delivery of
this Agreement as in your judgment is advisable and (ii) initially to offer the
Shares upon the terms set forth in the Prospectus.

     SECTION 4. Delivery and Payment. The Shares shall be represented by
definitive certificates and shall be issued in such authorized denominations and
registered in such names as Donaldson, Lufkin & Jenrette Securities Corporation
shall request no later than two business days prior to the Closing Date or the
applicable Option Closing Date (as defined below), as the case may be. The
Shares shall be delivered by or on behalf of the Selling Stockholders, with any
transfer taxes thereon duly paid by the respective Selling Stockholders, to
Donaldson, Lufkin & Jenrette Securities Corporation through the facilities of
The Depository Trust Company ("DTC"), for the respective accounts of the several
Underwriters, against payment to the Selling Stockholders of the Purchase Price
therefor by wire transfer of Federal or other funds immediately available in New
York City. The certificates representing the Shares shall be made available for
inspection not later than 9:30 a.m., New York City time, on the business day
prior to the Closing Date or the applicable Option Closing Date (as defined
below), as the case may be, at the office of DTC or its designated custodian
(the "Designated Office"). The time and date of delivery and payment for the
Firm Shares shall be 9:00 a.m., New York City time, on July 7, 1998 or such
other time on the same or such other date as Donaldson, Lufkin & Jenrette
Securities Corporation, the Company and the Selling Stockholders shall agree in
writing. The time and date of delivery and payment for the Firm Shares are
hereinafter referred to as the "Closing Date". The time and date of delivery and
payment for any Additional Shares to be purchased by the Underwriters shall be
9:00 a.m., New York City time, on the date specified in the applicable exercise
notice given by you pursuant to Section 2 or such other time on the same or such
other date as Donaldson, Lufkin & Jenrette Securities Corporation, the Company
and the Selling Stockholders shall agree in writing. The time and date of
delivery and payment for any Additional Shares are hereinafter referred to as
the "Option Closing Date".

     The documents to be delivered on the Closing Date or any Option Closing
Date on behalf of the parties hereto pursuant to Section 9 of this Agreement
shall be delivered at the offices of Stoel Rives LLP, 900 SW Fifth Avenue, Suite
2300, Portland, Oregon 97204, and the Shares shall be delivered at the
Designated Office, all on the Closing Date or such Option Closing Date, as the
case may be.

     SECTION 5. Agreements of the Company. The Company agrees with you:

     (a) To advise you promptly and, if requested by you, to confirm such advice
in writing, (i) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information, (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the suspension
of qualification of the Shares for offering or sale in any jurisdiction, or the
initiation of 


                                       4

any proceeding for such purposes, (iii) when any amendment to the Registration
Statement becomes effective, (iv) if the Company is required to file a Rule
462(b) Registration Statement after the effectiveness of this Agreement, when
the Rule 462(b) Registration Statement has become effective and (v) of the
happening of any event during the period referred to in Section 5(d) below which
makes any statement of a material fact made in the Registration Statement or the
Prospectus untrue or which requires any additions to or changes in the
Registration Statement or the Prospectus in order to make the statements therein
not misleading. If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, the Company will use
its best efforts to obtain the withdrawal or lifting of such order at the
earliest possible time.

     (b) To furnish to you, without charge, five signed copies of the
Registration Statement as first filed with the Commission and of each amendment
to it, including all exhibits and documents incorporated therein by reference,
and to furnish to you and each Underwriter designated by you such number of
conformed copies of the Registration Statement as so filed and of each amendment
to it, without exhibits but including documents incorporated therein by
reference, as you may reasonably request.

     (c) To prepare the Prospectus, the form and substance of which shall be
satisfactory to you, and to file the Prospectus in such form with the Commission
within the applicable period specified in Rule 424(b) under the Act; during the
period specified in Section 5(d) below, not to file any further amendment to the
Registration Statement and not to make any amendment or supplement to the
Prospectus of which you shall not previously have been advised or to which you
shall reasonably object after being so advised; and, during such period, to
prepare and file with the Commission, promptly upon your reasonable request, any
amendment to the Registration Statement or amendment or supplement to the
Prospectus which may be necessary or advisable in connection with the
distribution of the Shares by you, and to use its best efforts to cause any such
amendment to the Registration Statement to become promptly effective.

     (d) Prior to 10:00 a.m., New York City time, on the first business day
after the date of this Agreement and from time to time thereafter for such
period as in the opinion of counsel for the Underwriters a prospectus is
required by law to be delivered in connection with sales by an Underwriter or a
dealer, to furnish in New York City to each Underwriter and any dealer as many
copies of the Prospectus (and of any amendment or supplement to the Prospectus)
and any documents incorporated therein by reference as such Underwriter or
dealer may reasonably request.

     (e) If during the period specified in Section 5(d), any event shall occur
or condition shall exist as a result of which, in the opinion of counsel for the
Underwriters, it becomes necessary to amend or supplement the Prospectus in
order to make the statements therein, in light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of
counsel for the Underwriters, it is necessary to amend or supplement the
Prospectus to comply with applicable law, forthwith to prepare and file with the
Commission an appropriate amendment or supplement to the Prospectus so that the
statements in the Prospectus, as so amended or supplemented, will not in light
of the circumstances when it is so delivered, be misleading, or so that the
Prospectus will comply with applicable law, and to furnish to each Underwriter
and to any dealer as many copies thereof as such Underwriter or dealer may
reasonably request.


                                       5

     (f) Prior to any public offering of the Shares, to cooperate with you and
counsel for the Underwriters in connection with the registration or
qualification of the Shares for offer and sale by the several Underwriters and
by dealers under the state securities or Blue Sky laws of such jurisdictions as
you may request, to continue such registration or qualification in effect so
long as required for distribution of the Shares and to file such consents to
service of process or other documents as may be necessary in order to effect
such registration or qualification; provided, however, that the Company shall
not be required in connection therewith to qualify as a foreign corporation in
any jurisdiction in which it is not now so qualified or to take any action that
would subject it to general consent to service of process or taxation other than
as to matters and transactions relating to the Prospectus, the Registration
Statement, any preliminary prospectus or preliminary prospectus supplement or
the offering or sale of the Shares, in any jurisdiction in which it is not now
so subject.

     (g) To mail and make generally available to its stockholders as soon as
practicable an earnings statement that shall satisfy the provisions of Section
11(a) of the Act, and to advise you in writing when such statement has been so
made available.

     (h) During the period of three years after the date of this Agreement, to
furnish to you as soon as available copies of all reports or other
communications furnished to the record holders of Common Stock or furnished to
or filed with the Commission or any national securities exchange on which any
class of securities of the Company is listed and such other publicly available
information concerning the Company and its subsidiaries as you may reasonably
request.

     (i) During the period of five years after the date of this Agreement, to
mail as soon as reasonably practicable after the end of each fiscal year to the
record holders of its Common Stock a financial report of the Company and its
subsidiaries on a consolidated basis (and a similar financial report of all
unconsolidated subsidiaries, if any), all such financial reports to include a
consolidated balance sheet, a consolidated statement of operations, a
consolidated statement of cash flows and a consolidated statement of
stockholders' equity as of the end of and for such fiscal year, together with
comparable information as of the end of and for the preceding year, certified by
independent certified public accountants.

     (j) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of the obligations of the Company and,
except as otherwise provided in this Agreement, the Selling Stockholders under
this Agreement, including: (i) the fees, disbursements and expenses of the
Company's counsel, the Company's accountants and any Selling Stockholder's
counsel (in addition to the Company's counsel) in connection with the
registration and delivery of the Shares under the Act and all other fees and
expenses in connection with the preparation, printing, filing and distribution
of the Registration Statement (including financial statements and exhibits), any
preliminary prospectus or preliminary prospectus supplement, the Prospectus and
all amendments and supplements to any of the foregoing, including the mailing
and delivering of copies thereof to the Underwriters and dealers in the
quantities specified herein, (ii) all costs and expenses related to the transfer
and delivery of the Shares to the Underwriters (other than any transfer or other
taxes payable thereon, which shall be paid by the Selling Stockholders), (iii)
all costs of printing or 


                                       6

producing this Agreement and any other agreements or documents in connection
with the offering, purchase, sale or delivery of the Shares, (iv) all expenses
in connection with the registration or qualification of the Shares for offer and
sale under the securities or Blue Sky laws of the several states and all costs
of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in
connection therewith (including the filing fees and fees and disbursements of
counsel for the Underwriters in connection with such registration or
qualification and memoranda relating thereto), (v) the filing fees and
disbursements of counsel for the Underwriters in connection with the review and
clearance of the offering of the Shares by the National Association of
Securities Dealers, Inc., (vi) the cost of printing certificates representing
the Shares, (vii) the costs and charges of any transfer agent, registrar and/or
depositary, and (viii) all other costs and expenses incident to the performance
of the obligations of the Company and the Selling Stockholders hereunder for
which provision is not otherwise made in this Section. The provisions of this
Section shall not supersede or otherwise affect any agreement that the Company
and the Selling Stockholders may otherwise have for allocation of such expenses
among themselves.

     (k) To use its best efforts to do and perform all things required or
necessary to be done and performed under this Agreement by the Company prior to
the Closing Date or any Option Closing Date, as the case may be, and to satisfy
all conditions precedent to the delivery of the Shares.

     (l) If the Registration Statement at the time of the effectiveness of this
Agreement does not cover all of the Shares, to file a Rule 462(b) Registration
Statement with the Commission registering the Shares not so covered in
compliance with Rule 462(b) by 10:00 p.m., New York City time, on the date of
this Agreement and to pay to the Commission the filing fee for such Rule 462(b)
Registration Statement at the time of the filing thereof or to give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the Act.

     SECTION 6. Representations and Warranties of the Company. The Company
represents and warrants to each Underwriter that:

     (a) The Registration Statement has become effective (other than any Rule
462(b) Registration Statement to be filed by the Company after the effectiveness
of this Agreement); any Rule 462(b) Registration Statement filed after the
effectiveness of this Agreement will become effective no later than 10:00 p.m.,
New York City time, on the date of this Agreement; and no stop order suspending
the effectiveness of the Registration Statement is in effect, and no proceedings
for such purpose are pending before or threatened by the Commission.

     (b) (i) Each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the Prospectus complied or will
comply when so filed in all material respects with the Exchange Act; (ii) the
Registration Statement (other than any Rule 462(b) Registration Statement to be
filed by the Company after the effectiveness of this Agreement), when it became
effective, did not contain and, as amended, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
(iii) the Registration Statement (other than any Rule 462(b) Registration
Statement to be filed by the Company after the effectiveness of this Agreement)


                                       7

and the Prospectus comply and, as amended or supplemented, if applicable, will
comply in all material respects with the Act, (iv) if the Company is required to
file a Rule 462(b) Registration Statement after the effectiveness of this
Agreement, such Rule 462(b) Registration Statement and any amendments thereto,
when they become effective (A) will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (B) will comply in
all material respects with the Act and (v) the Prospectus does not contain and,
as amended or supplemented, if applicable, will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, except that the representations and warranties set forth in this
paragraph do not apply to statements or omissions in the Registration Statement
or the Prospectus based upon information relating to any Underwriter furnished
to the Company in writing by such Underwriter through you expressly for use
therein.

     (c) Each preliminary prospectus and preliminary prospectus supplement filed
as part of the registration statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 under the Act, complied when so
filed in all material respects with the Act, and did not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this paragraph do not apply to
statements or omissions in any preliminary prospectus or preliminary prospectus
supplement based upon information relating to any Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use therein.

     (d) Each of the Company and its subsidiaries has been duly incorporated, is
validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation and has the corporate power and authority to carry
on its business as it is currently being conducted and to own, lease and operate
its properties, and each is duly qualified and is in good standing as a foreign
corporation authorized to do business in each jurisdiction in which the nature
of its business or its ownership or leasing of property requires such
qualification, except where the failure to be so qualified would not have a
material adverse effect on the business, prospects, financial condition or
results of operations of the Company and its subsidiaries, taken as a whole.

     (e) There are no outstanding subscriptions, rights, warrants, options,
calls, convertible securities, commitments of sale or liens granted or issued by
the Company or any of its subsidiaries relating to or entitling any person to
purchase or otherwise to acquire any shares of the capital stock of the Company
or any of its subsidiaries, except as otherwise disclosed in the Registration
Statement.

     (f) All the outstanding shares of capital stock of the Company (including
the Shares to be sold by the Selling Stockholders except those to be sold by Dan
P. Kourkoumelis (the "Kourkoumelis Shares")) have been duly authorized and
validly issued and are fully paid, non-assessable and not subject to any
preemptive or similar rights. The Kourkoumelis Shares have been duly authorized
and, when issued and delivered in accordance with the terms of this 


                                       8

Agreement, will be validly issued and fully paid, non-assessable and not subject
to any preemptive or similar rights.

     (g) All of the outstanding shares of capital stock of each of the Company's
subsidiaries have been duly authorized and validly issued and are fully paid and
non-assessable, and are owned by the Company, directly or indirectly through one
or more subsidiaries, free and clear of any security interest, claim, lien,
encumbrance or adverse interest of any nature, other than security interests
securing (i) the Company's senior credit facilities (the "Senior Credit
Facilities") consisting of a $1.625 billion term loan facility and a $1.875
billion revolving credit facility and (ii) the Company's lease facility (the
"Lease Facility") consisting of a $500 million facility.

     (h) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.

     (i) Neither the Company nor any of its subsidiaries is in violation of its
respective charter or by-laws or in default in the performance of any
obligation, agreement, covenant or condition contained in any indenture, loan
agreement, mortgage, lease or other agreement or instrument that is material to
the Company and its subsidiaries, taken as a whole, to which the Company or any
of its subsidiaries is a party or by which the Company or any of its
subsidiaries or their respective property is bound.

     (j) The execution, delivery and performance of this Agreement by the
Company, the compliance by the Company with all the provisions hereof and the
consummation of the transactions contemplated hereby will not (i) require any
consent, approval, authorization or other order of, or qualification with, any
court or governmental body or agency (except such as may be required under the
securities or Blue Sky laws of the various states), (ii) conflict with or
constitute a breach of any of the terms or provisions of, or a default under,
the charter or by-laws of the Company or any of its subsidiaries or any
indenture, loan agreement, mortgage, lease or other agreement or instrument that
is material to the Company and its subsidiaries, taken as a whole, to which the
Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries or their respective property is bound, (iii) violate or
conflict with any applicable law or any rule, regulation, judgment, order or
decree of any court or any governmental body or agency having jurisdiction over
the Company, any of its subsidiaries or their respective property or (iv) result
in the suspension, termination or revocation of any Authorization (as defined
below) of the Company or any of its subsidiaries or any other impairment of the
rights of the holder of any such Authorization.

     (k) There are no legal or governmental proceedings pending or threatened to
which the Company or any of its subsidiaries is or could be a party or to which
any of their respective property is or could be subject that are required to be
described in the Registration Statement or the Prospectus and are not so
described; nor are there any statutes, regulations, contracts or other documents
that are required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement that are not
so described or filed or incorporated by reference therein as required or
otherwise permitted.


                                       9

     (l) Neither the Company nor any of its subsidiaries has violated any
provisions of the Employee Retirement Income Security Act of 1974, as amended,
or any provisions of the Foreign Corrupt Practices Act or the rules and
regulations promulgated thereunder, except for such violations which, singly or
in the aggregate, would not have a material adverse effect on the business,
prospects, financial condition or results of operation of the Company and its
subsidiaries, taken as a whole.

     (m) Except as set forth in or contemplated in the Prospectus, each of the
Company and its subsidiaries (i) is in compliance with any and all applicable
foreign, federal, state and local laws and regulations and the common law
relating to pollution or the protection of human health and safety, the
environment or hazardous or toxic substances, materials, constituents or wastes,
or pollutants or contaminants ("Environmental Laws"), (ii) has received and is
in compliance with all permits, licenses or other approvals required of them
under Environmental Laws to conduct their respective businesses and (iii) has
not received notice of any actual or potential liability for the investigation
or remediation of any disposal or release of hazardous or toxic substances,
materials, constituents or wastes, or pollutants or contaminants or any other
claim or demand under any Environmental Law, and there are no past or present
events, conditions, circumstances or activities which would reasonably be
expected to prevent compliance with or give rise to liability under any
Environmental Laws, except where such non-compliance with Environmental Laws,
failure to receive required permits, licenses or other approvals, or liability,
claim or demand would not, individually or in the aggregate, have a material
adverse effect on the Company and its subsidiaries, taken as a whole. Neither
the Company nor any of its subsidiaries has been named as a "potentially
responsible party" under the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, or any comparable state or local law
except as set forth in the Prospectus and except where the naming of the Company
or any of its subsidiaries as a "potentially responsible party" would not,
individually or in the aggregate, have a material adverse effect on the Company
and its subsidiaries, taken as a whole.

     (n) In the ordinary course of their respective businesses, each of the
Company and its subsidiaries periodically reviews the effect of Environmental
Laws on the business, operations and properties of it and its subsidiaries,
respectively, in the course of which it identifies and evaluates associated
costs and liabilities (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with
Environmental Laws, or any permit, license or approval, any related constraints
on operating activities and any potential liabilities to third parties). On the
basis of such review, the Company has reasonably concluded that such associated
costs and liabilities would not, singly or in the aggregate, have a material
adverse effect on the Company and its subsidiaries, taken as a whole.

     (o) Each of the Company and its subsidiaries has such permits, licenses,
consents, exemptions, franchises, authorizations and other approvals (each, an
"Authorization") of, and has made all filings with and notices to, all
governmental or regulatory authorities and self-regulatory organizations and all
courts and other tribunals as are necessary to own, lease, license and operate
its respective properties and to conduct its business, except where the failure
to have any such Authorization or to make any such filing or notice would not,
singly or in the aggregate, have a material adverse effect on the business,
prospects, financial condition or results of operations of the 


                                       10

Company and its subsidiaries, taken as a whole. Each such Authorization is valid
and in full force and effect and each of the Company and its subsidiaries is in
compliance with all the terms and conditions thereof and with the rules and
regulations of the authorities and governing bodies having jurisdiction with
respect thereto; and no event has occurred (including, without limitation, the
receipt of any notice from any authority or governing body) which allows or,
after notice or lapse of time or both, would allow, revocation, suspension or
termination of any such Authorization or results or, after notice or lapse of
time or both, would result in any other impairment of the rights of the holder
of any such Authorization; and such Authorizations contain no restrictions that
are burdensome to the Company or any of its subsidiaries; except where such
failure to be valid and in full force and effect or to be in compliance, the
occurrence of any such event or the presence of any such restriction would not,
singly or in the aggregate, have a material adverse effect on the business,
prospects, financial condition or results of operations of the Company and its
subsidiaries, taken as a whole.

     (p) This Agreement has been duly authorized, executed and delivered by the
Company.

     (q) Deloitte & Touche LLP and Arthur Andersen LLP are independent public
accountants with respect to the Company and the Company's subsidiaries as
required by the Act.

     (r) The consolidated financial statements included in or incorporated by
reference into the Registration Statement and the Prospectus, together with
related schedules and notes, present fairly the consolidated financial position,
results of operations and changes in financial position of the Company and its
subsidiaries on the basis stated therein at the respective dates or for the
respective periods to which they apply; such statements and related schedules
and notes have been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved, except as
disclosed therein; the supporting schedules, if any, included in the
Registration Statement present fairly in accordance with generally accepted
accounting principles the information required to be stated therein; and the
other financial and statistical information and data set forth in the
Registration Statement and the Prospectus are, in all material respects,
accurately presented and prepared on a basis consistent with such financial
statements and the books and records of the Company.

     (s) The pro forma financial statements of the Company and its subsidiaries
and the related notes thereto set forth and incorporated by reference in the
Registration Statement and the Prospectus have been prepared on a basis
consistent with the historical financial statements of the Company and its
subsidiaries, give effect to the assumptions used in the preparation thereof on
a reasonable basis and in good faith and present fairly the historical and
proposed transactions contemplated by the Registration Statement and the
Prospectus. The pro forma financial statements contained or incorporated by
reference in the Registration Statement and the Prospectus comply in all
material respects with the applicable requirements of Regulation S-X under the
Act and the pro forma adjustments have been properly applied to the historical
amounts in the compilation of those statements.


                                       11

     (t) The Company is not and, after giving effect to the offering and sale of
the Shares will not be, an "investment company" as such term is defined in the
Investment Company Act of 1940, as amended.

     (u) Except as set forth in Exhibit I, there are no contracts, agreements or
understandings between the Company and any person granting such person the right
to require the Company to file a registration statement under the Act with
respect to any securities of the Company or to require the Company to include
such securities with the Shares registered pursuant to the Registration
Statement.

     (v) Since the respective dates as of which information is given in the
Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there has not occurred any material adverse change or any development involving
a prospective material adverse change in the condition, financial or otherwise,
or the earnings, business, management or operations of the Company and its
subsidiaries, taken as a whole, (ii) there has not been any material adverse
change or any development involving a prospective material adverse change in the
capital stock or in the long-term debt of the Company or any of its subsidiaries
and (iii) neither the Company nor any of its subsidiaries has incurred any
material liability or obligation, direct or contingent.

     (w) Each certificate signed by any officer of the Company and delivered to
the Underwriters or counsel for the Underwriters shall be deemed to be a
representation and warranty by the Company to the Underwriters as to the matters
covered thereby.

     (x) The Company and its subsidiaries have good and marketable title in fee
simple to all real property and good and marketable title to all personal
property owned by them which is material to the business of the Company and its
subsidiaries, in each case free and clear of all liens, encumbrances and defects
except such as are described in the Prospectus or such as do not materially
affect the value of such property and do not interfere with the use made and
proposed to be made of such property by the Company and its subsidiaries; and
any real property and buildings held under lease by the Company and its
subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made
and proposed to be made of such property and buildings by the Company and its
subsidiaries, in each case except as described in the Prospectus.

     (y) The Company and its subsidiaries own or possess, or can acquire on
reasonable terms, all patents, patent rights, licenses, inventions, copyrights,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), trademarks,
service marks and trade names ("intellectual property") currently employed by
them in connection with the business now operated by them except where the
failure to own or possess or otherwise be able to acquire such intellectual
property would not, singly or in the aggregate, have a material adverse effect
on the business, prospects, financial condition or results of operation of the
Company and its subsidiaries, taken as a whole; and neither the Company nor any
of its subsidiaries has received any notice of infringement of or conflict with
asserted rights of others with respect to any of such intellectual property
which, singly or in the aggregate, if the 


                                       12

subject of an unfavorable decision, ruling or finding, would have a material
adverse effect on the business, prospects, financial condition or results of
operations of the Company and its subsidiaries, taken as a whole.

     (z) The Company and each of its subsidiaries are insured by insurers of
recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which they are
engaged; and neither the Company nor any of its subsidiaries (i) has received
notice from any insurer or agent of such insurer that substantial capital
improvements or other material expenditures will have to be made in order to
continue such insurance or (ii) has any reason to believe that it will not be
able to renew its existing insurance coverage as and when such coverage expires
or to obtain similar coverage from similar insurers at a cost that would not
have a material adverse effect on the business, prospects, financial conditions
or results of operations of the Company and its subsidiaries, taken as a whole.

     (aa) No "nationally recognized statistical rating organization" (as such
term is defined for purposes of Rule 436(g)(2) under the Act) has indicated to
the Company that it is considering (i) the downgrading, suspension or withdrawal
of, or any review for a possible change that does not indicate the direction of
the possible change in, any rating assigned to the Company or any securities of
the Company or (ii) any change in the outlook for any rating of the Company or
any securities of the Company.

     (bb) No relationship, direct or indirect, exists between or among the
Company or any of its subsidiaries on the one hand, and the directors, officers,
stockholders, customers or suppliers of the Company or any of its subsidiaries
on the other hand, which is required by the Act to be described in the
Registration Statement or the Prospectus which is not so described.

     (cc) There is no (i) significant unfair labor practice complaint, grievance
or arbitration proceeding pending or threatened against the Company or any of
its subsidiaries before the National Labor Relations Board or any state or local
labor relations board, (ii) strike, labor dispute, slowdown or stoppage pending
or threatened against the Company or any of its subsidiaries or (iii) union
representation question existing with respect to the employees of the Company
and its subsidiaries, except for such actions specified in clause (i), (ii) or
(iii) above, which, singly or in the aggregate, would not have a material
adverse effect on the business, prospects, financial condition or results of
operations of the Company and its subsidiaries, taken as a whole.

     (dd) The Company and each of its subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.


                                       13

     (ee) All material tax returns required to be filed by the Company and each
of its subsidiaries in any jurisdiction have been filed, other than those
filings being contested in good faith, and all material taxes, including
withholding taxes, penalties and interest, assessments, fees and other charges
due pursuant to such returns or pursuant to any assessment received by the
Company or any of its subsidiaries have been paid, other than those being
contested in good faith and for which adequate reserves have been provided.

     SECTION 7. Representations and Warranties of the Selling Stockholders. Each
Selling Stockholder, severally and not jointly, represents and warrants to each
Underwriter that:

     (a) Such Selling Stockholder is (or, in the case solely of Dan P.
Kourkoumelis, on the Closing Date will be) the lawful owner of the Firm Shares
and Additional Shares to be sold by such Selling Stockholder pursuant to this
Agreement and has (or, in the case solely of Dan P. Kourkoumelis, on the Closing
Date will have), and on the Closing Date will have, good and clear title to such
Firm Shares and Additional Shares, free of all restrictions on transfer, liens,
encumbrances, security interests, equities and claims whatsoever (subject to any
lien created hereby).

     (b) Such Selling Stockholder has, and on the Closing Date will have, full
legal right, power and authority, and all authorization and approval required by
law, to enter into this Agreement and, if applicable, the Custody Agreement (the
"Custody Agreement") signed by such Selling Stockholder and the Company, as
Custodian, relating to the deposit of the Firm Shares and Additional Shares to
be sold by such Selling Stockholder and, if applicable, the Power of Attorney
(the "Power of Attorney") with respect to the appointment of certain individuals
as such Selling Stockholder's attorneys-in-fact (the "Attorneys") to the extent
set forth therein, relating to the transactions contemplated hereby and by the
Registration Statement and to sell, assign, transfer and deliver the Firm Shares
and Additional Shares to be sold by such Selling Stockholder in the manner
provided herein and therein.

     (c) This Agreement has been duly authorized, executed and delivered by or
on behalf of such Selling Stockholder.

     (d) Each of the Custody Agreement and the Power of Attorney of such Selling
Stockholder (if applicable) has been duly authorized, executed and delivered by
such Selling Stockholder and is a valid and binding agreement of such Selling
Stockholder, enforceable in accordance with its terms.

     (e) Pursuant to the Power of Attorney (if applicable), such Selling
Stockholder has, among other things, authorized the Attorneys, or any one of
them, to execute and deliver on such Selling Stockholder's behalf this Agreement
and any other document that they, or any one of them, may deem necessary or
desirable in connection with the transactions contemplated hereby and thereby
and to deliver the Firm Shares and Additional Shares to be sold by such Selling
Stockholder pursuant to this Agreement.

     (f) Upon delivery of and payment for the Firm Shares and Additional Shares
to be sold by such Selling Stockholder pursuant to this Agreement, good and
clear title to such Firm Shares 


                                       14

and Additional Shares will pass to the Underwriters, free of all restrictions on
transfer, liens, encumbrances, security interests, equities and claims
whatsoever.

     (g) The execution, delivery and performance of this Agreement, the Custody
Agreement and the Power of Attorney (if applicable) of such Selling Stockholder
by or on behalf of such Selling Stockholder, the compliance by such Selling
Stockholder with all the provisions hereof and thereof and the consummation of
the transactions contemplated hereby and thereby will not (i) require any
consent, approval, authorization or other order of, or qualification with, any
court or governmental body or agency (except such as may be required under the
Act and the securities or Blue Sky laws of the various states), (ii) conflict
with or constitute a breach of any of the terms or provisions of, or a default
under, the organizational documents of such Selling Stockholder, if such Selling
Stockholder is not an individual, or any indenture, loan agreement, mortgage,
lease or other agreement or instrument to which such Selling Stockholder is a
party or by which such Selling Stockholder or any property of such Selling
Stockholder is bound or (iii) violate or conflict with any applicable law or any
rule, regulation, judgment, order or decree of any court or any governmental
body or agency having jurisdiction over such Selling Stockholder or any property
of such Selling Stockholder, other than, in the case of clauses (ii) and (iii),
any conflict or violation that would not affect the validity of, or adversely
affect the Selling Stockholder's ability to consummate, the transactions
contemplated hereunder.

     (h) The information in the Registration Statement under the caption
"Principal and Selling Stockholders" and furnished in writing to the Company by
or on behalf of such Selling Stockholder for inclusion therein does not, and
will not on the Closing Date, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

     (i) Such Selling Stockholder has not taken, and will not take, directly or
indirectly, any action designed to, or which might reasonably be expected to,
cause or result in stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Shares pursuant to the
distribution contemplated by this Agreement, and other than as permitted by the
Act, such Selling Stockholder has not distributed and will not distribute any
prospectus or other offering material in connection with the offering and sale
of the Shares.

     (j) At any time during the period described in Section 5(d), if there is
any change in the information referred to in Section 7(h), such Selling
Stockholder will immediately notify you of such change.

     (k) Each certificate signed by or on behalf of such Selling Stockholder and
delivered to the Underwriters or counsel for the Underwriters shall be deemed to
be a representation and warranty by such Selling Stockholder to the Underwriters
as to the matters covered thereby.

     SECTION 8. Indemnification.

     (a) (i) The Company agrees to indemnify and hold harmless each Underwriter,
its directors, its officers and each person, if any, who controls any
Underwriter within the meaning of 


                                       15

Section 15 of the Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages, liabilities and judgments (including, without
limitation, any legal or other expenses incurred in connection with
investigating or defending any matter, including any action, that could give
rise to any such losses, claims, damages, liabilities or judgments) caused by
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement (or any amendment thereto), the Prospectus (or any
amendment or supplement thereto) or any preliminary prospectus or preliminary
prospectus supplement, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or judgments are caused by any such untrue statement or
omission or alleged untrue statement or omission based upon information relating
to any Underwriter furnished in writing to the Company by such Underwriter
through you expressly for use therein; provided, however, that the foregoing
indemnity agreement with respect to any preliminary prospectus or preliminary
prospectus supplement shall not inure to the benefit of any Underwriter who
failed to deliver a Prospectus (as then amended or supplemented, provided by the
Company to the several Underwriters in the requisite quantity and on a timely
basis to permit proper delivery on or prior to the Closing Date) to the person
asserting any losses, claims, damages and liabilities and judgments caused by
any untrue statement or alleged untrue statement of a material fact contained in
any preliminary prospectus or preliminary prospectus supplement, or caused by
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, if
such material misstatement or omission or alleged material misstatement or
omission was cured in such Prospectus and such Prospectus was required by law to
be delivered at or prior to the written confirmation of sale to such person.

          (ii) Each of the Selling Stockholders agrees, severally and not
jointly, to indemnify and hold harmless each Underwriter, its directors,
officers and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnity from the Company to such Underwriter
(including the proviso) but only with reference to information relating to such
Selling Stockholder in its capacity as a Selling Stockholder and furnished in
writing by or on behalf of such Selling Stockholder to the Company for inclusion
in the Registration Statement (or any amendment thereto), the Prospectus (or any
amendment or supplement thereto) or any preliminary prospectus or preliminary
prospectus supplement. Notwithstanding the foregoing, the aggregate liability of
any Selling Stockholder pursuant to this Section 8(a) shall be limited to an
amount equal to the total proceeds (before deducting underwriting discounts and
commissions and expenses) received by such Selling Stockholder from the
Underwriters for the sale of the Shares sold by such Selling Stockholder
hereunder.

     The Company and the Selling Stockholders may enter into other agreements
amongst themselves with respect to the indemnity obligations hereunder, provided
that such agreements shall not affect the indemnification obligations of the
Company and the Selling Stockholders to the several Underwriters under this
Agreement.

     (b) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers who sign the Registration
Statement, each person, if any, 


                                       16

who controls the Company within the meaning of Section 15 of the Act or Section
20 of the Exchange Act, each Selling Stockholder and each person, if any, who
controls such Selling Stockholder within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Company and the Selling Stockholders to such Underwriter but only with
reference to information relating to such Underwriter furnished in writing to
the Company by such Underwriter through you expressly for use in the
Registration Statement (or any amendment thereto), the Prospectus (or any
amendment or supplement thereto) or any preliminary prospectus or preliminary
prospectus supplement.

     (c) In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), the Underwriter shall not be required to assume
the defense of such action pursuant to this Section 8(c), but may employ
separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
such Underwriter). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for (i) the fees and expenses of more than one separate firm of attorneys
(in addition to any local counsel) for all Underwriters, their officers and
directors and all persons, if any, who control any Underwriter within the
meaning of either Section 15 of the Act or Section 20 of the Exchange Act, (ii)
the fees and expenses of more than one separate firm of attorneys (in addition
to any local counsel) for the Company, its directors, its officers who sign the
Registration Statement and all persons, if any, who control the Company within
the meaning of either such Section and (iii) the fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) for all
Selling Stockholders and all persons, if any, who control any Selling
Stockholder within the meaning of either such Section, and all such fees and
expenses shall be reimbursed as they are incurred. In the case of any such
separate firm for the Underwriters, their officers and directors and such
control persons of any Underwriters, such firm shall be designated in writing by
Donaldson, Lufkin & Jenrette Securities Corporation. In the case of any such
separate firm for the Company and such directors, officers and control persons
of the Company, such firm shall be designated in writing by the Company. In the
case of any such separate firm for the Selling 


                                       17

Stockholders and such control persons of any Selling Stockholders, such firm
shall be designated in writing by the Selling Stockholders. The indemnifying
party shall indemnify and hold harmless the indemnified party from and against
any and all losses, claims, damages, liabilities and judgments by reason of any
settlement of any action (i) effected with its written consent or (ii) effected
without its written consent if the settlement is entered into more than twenty
business days after the indemnifying party shall have received a request from
the indemnified party for reimbursement for the fees and expenses of counsel (in
any case where such fees and expenses are at the expense of the indemnifying
party) and, prior to the date of such settlement, the indemnifying party shall
have failed to comply with such reimbursement request. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement or compromise of, or consent to the entry of judgment with respect
to, any pending or threatened action in respect of which the indemnified party
is or could have been a party and indemnity or contribution may be or could have
been sought hereunder by the indemnified party, unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability on claims that are or could have been the subject
matter of such action and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf of the
indemnified party.

     (d) To the extent the indemnification provided for in this Section 8 is
unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and judgments (i) in the case of
the Company (x) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Selling Stockholders on the one hand
and the Underwriters on the other hand from the offering of the Shares or (y) if
the allocation provided by clause 8(d)(i)(x) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause 8(d)(i)(x) above but also the relative
fault of the Company and the Selling Stockholders on the one hand and the
Underwriters on the other hand in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or judgments, as
well as any other relevant equitable considerations and (ii) in the case of any
Selling Stockholder (x) in such proportion as is appropriate to reflect the
relative benefits received by such Selling Stockholder on the one hand and the
Underwriters on the other hand from the offering of the Shares sold by such
Selling Stockholder or (y) if the allocation provided by clause 8(d)(ii)(x)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 8(d)(ii)(x)
above but also the relative fault of such Selling Stockholder on the one hand
and the Underwriters on the other hand in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The relative
benefits received (A) as between the Company and the Selling Stockholders on the
one hand and the Underwriters on the other hand shall be deemed to be in the
same proportion as the total net proceeds from the offering (after deducting
underwriting discounts and commissions, but before deducting 


                                       18

expenses) received by the Selling Stockholders, and the total underwriting
discounts and commissions received by the Underwriters, bear to the total price
to the public of the Shares and (B) as between each Selling Stockholder on the
one hand and the Underwriters on the other hand shall be deemed to be in the
same proportion as the total proceeds from the offering (after deducting
underwriting discounts and commissions, but before deducting expenses) received
by such Selling Stockholder bear to the underwriting discounts and commissions
received by the Underwriters in respect of the Shares sold by such Selling
Stockholder, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault (A) as between the Company and the Selling
Stockholders on the one hand and the Underwriters on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the Selling
Stockholders on the one hand or the Underwriters on the other hand and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission and (B) as between each Selling
Stockholder on the one hand and the Underwriters on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such Selling Stockholder on
the one hand or the Underwriters on the other hand and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

     The Company, the Selling Stockholders and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 8(d)
were determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or judgments referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
indemnified party in connection with investigating or defending any matter,
including any action, that could have given rise to such losses, claims,
damages, liabilities or judgments. Notwithstanding the provisions of this
Section 8, no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Shares underwritten by it
and distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission and
no Selling Stockholder shall be required to contribute any amount in excess of
the amount by which the total price at which the Shares of such Selling
Stockholder were offered to the public exceeds the amount of any damages which
such Selling Stockholder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission and no
Selling Stockholder shall be required to contribute in respect of any losses,
claims, damages, liabilities or judgments (or expenses incurred in connection
therewith) unless the same arise with respect to information relating to such
Selling Stockholder in its capacity as a Selling Stockholder furnished in
writing by or on behalf of the Selling Stockholder for inclusion in the
Registration Statement (or any amendment thereto), the Prospectus (or any
amendment or supplement thereto) or any preliminary prospectus or preliminary
prospectus supplement. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute pursuant to this Section 8(d) are
several in proportion to the respective number of Shares purchased by each of
the Underwriters hereunder and not joint.


                                       19

     (e) The remedies provided for in this Section 8 are not exclusive and shall
not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.

     (f) Each Selling Stockholder hereby designates Fred Meyer, Inc., 3800 S.E.
22nd Avenue, Portland, Oregon 97202, Attention: Roger A. Cooke, as its
authorized agent, upon which process may be served in any action which may be
instituted in any state or federal court in the State of New York by any
Underwriter, any director or officer of any Underwriter or any person
controlling any Underwriter asserting a claim for indemnification or
contribution under or pursuant to this Section 8, and each Selling Stockholder
will accept the jurisdiction of such court in such action, and waives, to the
fullest extent permitted by applicable law, any defense based upon lack of
personal jurisdiction or venue. A copy of any such process shall be sent or
given to such Selling Stockholder, at the address for notices specified in
Section 12 hereof.

     SECTION 9. Conditions of Underwriters' Obligations. The several obligations
of the Underwriters to purchase the Firm Shares under this Agreement are subject
to the satisfaction of each of the following conditions:

     (a) All the representations and warranties of the Company contained in this
Agreement shall be true and correct on the Closing Date with the same force and
effect as if made on and as of the Closing Date.

     (b) If the Company is required to file a Rule 462(b) Registration Statement
after the effectiveness of this Agreement, such Rule 462(b) Registration
Statement shall have become effective by 10:00 p.m., New York City time, on the
date of this Agreement; and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been commenced or shall be pending before or contemplated by
the Commission.

     (c) You shall have received on the Closing Date a certificate dated the
Closing Date, signed by David R. Jessick and Roger A. Cooke, in their capacities
as Senior Vice President and Chief Financial Officer and Senior Vice President
and General Counsel, respectively, of the Company, confirming the matters set
forth in Sections 6(v), 9(a) and 9(b) and that the Company has complied with all
of the agreements and satisfied all of the conditions herein contained and
required to be complied with or satisfied by the Company on or prior to the
Closing Date.

     (d) Since the respective dates as of which information is given in the
Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there shall not have occurred any change or any development involving a
prospective change in the condition, financial or otherwise, or the earnings,
business, management or operations of the Company and its subsidiaries, taken as
a whole, (ii) there shall not have been any change or any development involving
a prospective change in the capital stock or in the long-term debt of the
Company or any of its subsidiaries and (iii) neither the Company nor any of its
subsidiaries shall have incurred any liability or obligation, direct or
contingent, the effect of which, in any such case described in clause 9(d)(i),
9(d)(ii) or 9(d)(iii), in your judgment, is 


                                       20

material and adverse and, in your judgment, makes it impracticable to market the
Shares on the terms and in the manner contemplated in the Prospectus.

     (e) All the representations and warranties of each Selling Stockholder
contained in this Agreement shall be true and correct on the Closing Date with
the same force and effect as if made on and as of the Closing Date and you shall
have received on the Closing Date a certificate dated the Closing Date from each
Selling Stockholder to such effect and to the effect that such Selling
Stockholder has complied with all of the agreements and satisfied all of the
conditions herein contained and required to be complied with or satisfied by
such Selling Stockholder on or prior to the Closing Date.

     (f) You shall have received on the Closing Date an opinion (satisfactory to
you and counsel for the Underwriters), dated the Closing Date, of Stoel Rives
LLP, counsel for the Company, to the effect that:

          (i) each of the Company and Fred Meyer Stores, Inc., Smith's Food &
     Drug Centers, Inc., Quality Food Centers, Inc. and Food 4 Less Holdings,
     Inc. (collectively, the "Principal Subsidiaries"), has been duly
     incorporated, is validly existing as a corporation in good standing under
     the laws of its jurisdiction of incorporation and has the corporate power
     and authority to carry on its business as described in the Prospectus and
     to own, lease and operate its properties;

          (ii) each of the Company and the Principal Subsidiaries is duly
     qualified and is in good standing or validly existing, as the case may be,
     as a foreign corporation under the laws of those jurisdictions designated
     by an officer of the Company as material to the business of the Company and
     its Principal Subsidiaries;

          (iii) all the outstanding shares of capital stock of the Company
     (including the Shares to be sold by the Selling Stockholders) have been
     duly authorized and validly issued and are fully paid, non-assessable and
     not subject to any preemptive or similar rights;

          (iv) all of the outstanding shares of capital stock of each of the
     Principal Subsidiaries have been duly authorized and validly issued and are
     fully paid and non-assessable, and are owned by the Company, directly or
     indirectly through one or more subsidiaries, free and clear of any security
     interest, claim, lien, encumbrance or adverse interest of any nature, other
     than security interests securing the Senior Credit Facilities and the Lease
     Facility;

          (v) this Agreement has been duly authorized, executed and delivered by
     the Company;

          (vi) the authorized capital stock of the Company conforms as to legal
     matters to the description thereof contained in the Prospectus;


                                       21

          (vii) the Registration Statement has become effective under the Act,
     no stop order suspending its effectiveness has been issued and no
     proceedings for that purpose are, to the best of such counsel's knowledge,
     pending before or contemplated by the Commission;

          (viii) the statements under the caption "Description of Capital Stock"
     in the Prospectus, the caption "Certain Relationships and Related
     Transactions" in the Company's Proxy Statement for the 1998 Annual Meeting
     of Stockholders of the Company, and Item 15 of Part II of the Registration
     Statement, insofar as such statements constitute a summary of the legal
     matters, documents or proceedings referred to therein, fairly present the
     information called for with respect to such legal matters, documents and
     proceedings;

          (ix) the execution, delivery and performance of this Agreement by the
     Company, the compliance by the Company with all the provisions hereof and
     the consummation of the transactions contemplated hereby will not (A)
     require any consent, approval, authorization or other order of, or
     qualification with, any governmental body or agency (except such as may be
     required under the securities or Blue Sky laws of the various states) or,
     to such counsel's knowledge, any court, (B) conflict with or constitute a
     breach of any of the terms or provisions of, or a default under, the
     charter or by-laws of the Company or any Principal Subsidiary or any
     indenture, loan agreement, mortgage, lease or other agreement or instrument
     designated by an officer of the Company as material to the business of the
     Company and its Principal Subsidiaries, to which the Company or any of its
     subsidiaries is a party or by which the Company or any of its subsidiaries
     or their respective property is bound, or (C) violate or conflict with any
     applicable law, rule or regulation, or, to such counsel's knowledge, any
     judgment, order or decree of any court or any governmental body or agency
     having jurisdiction over the Company, any of its subsidiaries or their
     respective property.

          (x) such counsel does not know of any legal or governmental
     proceedings pending or threatened to which the Company or any of its
     subsidiaries is or could be a party or to which any of their respective
     property is or could be subject that are required to be described in the
     Registration Statement or the Prospectus and are not so described, or of
     any statutes, regulations, contracts or other documents that are required
     to be described in the Registration Statement or the Prospectus or to be
     filed as exhibits to the Registration Statement that are not so described
     or filed as required;

          (xi) the Company is not and, after giving effect to the offering and
     sale of the Shares and the application of the proceeds thereof as described
     in the Prospectus, will not be, an "investment company" as such term is
     defined in the Investment Company Act of 1940, as amended;


                                       22

          (xii) to the best of such counsel's knowledge, there are no contracts,
     agreements or understandings between the Company and any person (A)
     granting such person the right to require the Company to file a
     registration statement under the Act with respect to any securities of the
     Company except as set forth on Exhibit I hereto or (B) to require the
     Company to include such securities with the Shares registered pursuant to
     the Registration Statement; and

          (xiii) (A) each document, if any, filed pursuant to the Exchange Act
     and incorporated by reference in the Prospectus (except for financial
     statements and other financial data included therein as to which no opinion
     need be expressed) complied when so filed as to form with the Exchange Act,
     (B) the Registration Statement and the Prospectus and any supplement or
     amendment thereto (except for the financial statements and other financial
     data included therein as to which no opinion need be expressed) comply as
     to form with the Act, (C) nothing has come to such counsel's attention that
     has caused such counsel to believe that at the time the Registration
     Statement became effective or on the date of this Agreement, the
     Registration Statement and the prospectus and prospectus supplement
     included therein (except for the financial statements and other financial
     data as to which such counsel need not express any belief) contained any
     untrue statement of a material fact or omitted to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading and (D) nothing has come to such counsel's attention that
     has caused such counsel to believe that the Prospectus, as amended or
     supplemented, if applicable (except for the financial statements and other
     financial data, as aforesaid) contains any untrue statement of a material
     fact or omits to state a material fact necessary in order to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading.

     The opinion of Stoel Rives LLP described in Section 9(f) above shall be
rendered to you at the request of the Company and shall so state therein.

     (g) You shall have received on the Closing Date an opinion (satisfactory to
you and counsel for the Underwriters), dated the Closing Date, of (A) Rosenberg
& Liebentritt, counsel for Zell/Chilmark Fund, L.P. and Stuart M. Sloan, with
respect to matters relating to Zell/Chilmark Fund, L.P. and Stuart M. Sloan, (B)
Cahill Gordon & Reindel, counsel for Bankers Trust Corporation and BT Investment
Partners, Inc., with respect to matters relating to Bankers Trust Corporation
and BT Investment Partners, Inc., (C) John Carroll, counsel for CSFB IGP and
Merchant GP, Inc., with respect to matters relating to CSFB IGP and Merchant GP,
Inc. and (D) Stoel Rives LLP, counsel for Dan Kourkoumelis, with respect to
matters relating to Dan Kourkoumelis, to the effect that:

          (i) such Selling Stockholder is the lawful owner of the Shares to be
     sold by such Selling Stockholder pursuant to this Agreement and has good
     and clear title to such Shares, free of all restrictions on transfer,
     liens, encumbrances, security interests, equities and claims whatsoever;


                                       23

          (ii) such Selling Stockholder has full legal right, power and
     authority, and all authorization and approval required by law, to enter
     into this Agreement and the Custody Agreement of such Selling Stockholder
     and to sell, assign, transfer and deliver the Shares to be sold by such
     Selling Stockholder in the manner provided herein and therein;

          (iii) this Agreement has been duly authorized, executed and delivered
     by or on behalf of such Selling Stockholder;

          (iv) each of the Custody Agreement and Power of Attorney of such
     Selling Stockholder (if applicable) has been duly authorized, executed and
     delivered by such Selling Stockholder and is a valid and binding agreement
     of such Selling Stockholder, enforceable in accordance with its terms;

          (v) pursuant to the applicable Custody Agreement and Power of
     Attorney, such Selling Stockholder has (if applicable), among other things,
     authorized the Attorneys, or any one of them, to execute and deliver on
     such Selling Stockholder's behalf this Agreement and any other document
     they, or any one of them, may deem necessary or desirable in connection
     with the transactions contemplated hereby and thereby and to deliver the
     Shares to be sold by such Selling Stockholder pursuant to this Agreement;

          (vi) upon delivery of and payment for the Shares to be sold by such
     Selling Stockholder pursuant to this Agreement, good and clear title to
     such Shares will pass to the Underwriters, free of all restrictions on
     transfer, liens, encumbrances, security interests, equities and claims
     whatsoever; and

          (vii) the execution, delivery and performance of this Agreement, the
     Custody Agreement and the Power of Attorney of such Selling Stockholder by
     such Selling Stockholder (if applicable), the compliance by such Selling
     Stockholder with all the provisions hereof and thereof and the consummation
     of the transactions contemplated hereby and thereby will not (A) require
     any consent, approval, authorization or other order of, or qualification
     with, any court or governmental body or agency (except such as may be
     required under the securities or Blue Sky laws of the various states), (B)
     conflict with or constitute a breach of any of the terms or provisions of,
     or a default under, the organizational documents of such Selling
     Stockholder, if such Selling Stockholder is not an individual, or any
     indenture, loan agreement, mortgage, lease or other agreement or instrument
     to which such Selling Stockholder is a party or by which any property of
     such Selling Stockholder is bound or (C) violate or conflict with any
     applicable law or any rule, regulation, judgment, order or decree of any
     court or any governmental body or agency having jurisdiction over such
     Selling Stockholder or any property of such Selling Stockholder.


                                       24

     The opinions of counsel described in Section 9(g) above shall be rendered
to you at the request of the relevant Selling Stockholder and shall so state
therein.

     (h) You shall have received on the Closing Date an opinion, dated the
Closing Date, of Latham & Watkins, counsel for the Underwriters, in form and
substance reasonably satisfactory to you.

     (i) You shall have received, on each of the date hereof and the Closing
Date, letters dated the date hereof or the Closing Date, as the case may be, in
form and substance satisfactory to you, from Deloitte & Touche LLP and Arthur
Andersen LLP, independent public accountants, containing the information and
statements of the type ordinarily included in accountants' "comfort letters" to
Underwriters with respect to the financial statements and certain financial
information contained in or incorporated by reference into the Registration
Statement and the Prospectus.

     (j) The Company shall have delivered to you the agreements specified in
Section 2 hereof which agreements shall be in full force and effect on the
Closing Date.

     (k) The Company and the Selling Stockholders shall not have failed on or
prior to the Closing Date to perform or comply with any of the agreements herein
contained and required to be performed or complied with by the Company or the
Selling Stockholders, as the case may be, on or prior to the Closing Date.

     (l) You shall have received on the Closing Date, a certificate of each
Selling Stockholder who is not a U.S. Person (as defined under applicable U.S.
federal tax legislation) to the effect that such Selling Stockholder is not a
U.S. Person, which certificate may be in the form of a properly completed and
executed United States Treasury Department Form W-8 (or other applicable form or
statement specified by Treasury Department regulations in lieu thereof).

     (m) On or after the date hereof, (i) there shall not have occurred any
downgrading, suspension or withdrawal of, nor shall any notice have been given
of any potential or intended downgrading, suspension or withdrawal of, or of any
review (or of any potential or intended review) for a possible change that does
not indicate the direction of the possible change in, any rating of the Company
or any securities of the Company (including, without limitation, the placing of
any of the foregoing ratings on credit watch with negative or developing
implications or under review with an uncertain direction) by any "nationally
recognized statistical rating organization" as such term is defined for purposes
of Rule 436(g)(2) under the Act and (ii) there shall not have occurred any
change, nor shall any notice have been given of any potential or intended
change, in the outlook for any rating of the Company or any securities of the
Company by any such rating organization.

     The several obligations of the Underwriters to purchase any Additional
Shares hereunder are subject to the delivery to you on the applicable Option
Closing Date of such documents as you may reasonably request with respect to the
good standing of the Company, the due authorization and issuance of such
Additional Shares and other matters related to the issuance of such Additional
Shares.


                                       25

     SECTION 10. Effectiveness of Agreement and Termination. This Agreement
shall become effective upon the execution and delivery of this Agreement by the
parties hereto.

     This Agreement may be terminated at any time on or prior to the Closing
Date by you by written notice to the Company and the Selling Stockholders if any
of the following has occurred: (i) any outbreak or escalation of hostilities or
other national or international calamity or crisis or change in economic
conditions or in the financial markets of the United States or elsewhere that,
in your judgment, is material and adverse and, in your judgment, makes it
impracticable to market the Shares on the terms and in the manner contemplated
in the Prospectus, (ii) the suspension or material limitation of trading in
securities or other instruments on the New York Stock Exchange, the American
Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile
Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation
on prices for securities or other instruments on any such exchange or the Nasdaq
National Market, (iii) the suspension of trading of any securities of the
Company on any exchange or in the over-the-counter market, (iv) the enactment,
publication, decree or other promulgation of any federal or state statute,
regulation, rule or order of any court or other governmental authority which in
your opinion materially and adversely affects, or will materially and adversely
affect, the business, prospects, financial condition or results of operations of
the Company and its subsidiaries, taken as a whole, (v) the declaration of a
banking moratorium by either federal or New York State authorities or (vi) the
taking of any action by any federal, state or local government or agency in
respect of its monetary or fiscal affairs which in your opinion has a material
adverse effect on the financial markets in the United States.

     If on the Closing Date or on an Option Closing Date, as the case may be,
any one or more of the Underwriters shall fail or refuse to purchase the Firm
Shares or Additional Shares, as the case may be, which it has or they have
agreed to purchase hereunder on such date and the aggregate number of Firm
Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the total number of Firm Shares or Additional Shares, as the
case may be, to be purchased on such date by all Underwriters, each
non-defaulting Underwriter shall be obligated severally, in the proportion which
the number of Firm Shares set forth opposite its name in Schedule I bears to the
total number of Firm Shares which all the non-defaulting Underwriters have
agreed to purchase, or in such other proportion as you may specify, to purchase
the Firm Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such
date; provided that in no event shall the number of Firm Shares or Additional
Shares, as the case may be, which any Underwriter has agreed to purchase
pursuant to Section 2 hereof be increased pursuant to this Section 10 by an
amount in excess of one-ninth of such number of Firm Shares or Additional
Shares, as the case may be, without the written consent of such Underwriter. If
on the Closing Date any Underwriter or Underwriters shall fail or refuse to
purchase Firm Shares and the aggregate number of Firm Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of Firm
Shares to be purchased by all Underwriters and arrangements satisfactory to you,
the Company and the Selling Stockholders for purchase of such Firm Shares are
not made within 48 hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Underwriter, the Company or
the Selling Stockholders. In any such case which does not result in termination
of this Agreement, 


                                       26

either you or the Selling Stockholders shall have the right to postpone the
Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and the Prospectus or
any other documents or arrangements may be effected. If, on an Option Closing
Date, any Underwriter or Underwriters shall fail or refuse to purchase
Additional Shares and the aggregate number of Additional Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of
Additional Shares to be purchased on such date, the non-defaulting Underwriters
shall have the option to (i) terminate their obligation hereunder to purchase
such Additional Shares or (ii) purchase not less than the number of Additional
Shares that such non-defaulting Underwriters would have been obligated to
purchase on such date in the absence of such default. Any action taken under
this paragraph shall not relieve any defaulting Underwriter from liability in
respect of any default of any such Underwriter under this Agreement.

     SECTION 11. Agreements of the Selling Stockholders. Each Selling
Stockholder severally agrees with you and the Company:

     (a) To pay or to cause to be paid all expenses required to be paid by the
Selling Stockholders hereunder, including, without limitation, all transfer
taxes payable in connection with the transfer of the Shares to be sold by such
Selling Stockholder to the Underwriters and other expenses to be paid under
applicable registration rights agreements with the Company.

     (b) At any time during the period described in Section 5(d), if there is
any change in the information referred to in Section 7(h), such Selling
Stockholder will immediately notify you of such change.

     (c) To do and perform all things to be done and performed by such Selling
Stockholder under this Agreement prior to the Closing Date and to satisfy all
conditions precedent to the delivery of the Shares to be sold by such Selling
Stockholder pursuant to this Agreement.

     SECTION 12. Miscellaneous. Notices given pursuant to any provision of this
Agreement shall be addressed as follows: (i) if to the Company, to Fred Meyer,
Inc., 3800 SE 22nd Avenue, Portland, Oregon 97202, Attention: Roger A. Cooke,
(ii) if to any of the Selling Stockholders, to such Selling Stockholder at the
address set forth in Schedule III hereto and (iii) if to any Underwriter or to
you, to you c/o Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park
Avenue, New York, New York 10172, Attention: Syndicate Department, or in any
case to such other address as the person to be notified may have requested in
writing.

     The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company, the Selling Stockholders and the
several Underwriters set forth in or made pursuant to this Agreement shall
remain operative and in full force and effect, and will survive delivery of and
payment for the Shares, regardless of (i) any investigation, or statement as to
the results thereof, made by or on behalf of any Underwriter, the officers or
directors of any Underwriter, any person controlling any Underwriter, the
Company, the officers or directors of the Company, any person controlling the
Company, any Selling Stockholder or any person controlling such Selling
Stockholder, (ii) acceptance of the Shares and payment for them hereunder and
(iii) termination of this Agreement.


                                       27

     If the sale of the Shares provided for herein is not consummated because of
the refusal, inability or failure of any Selling Stockholder to perform its
agreements herein, comply with any provision hereof or satisfy any condition to
the obligations of the Underwriters set forth in Section 9 hereof (in each case,
other than by reason of a default by any of the Underwriters), such defaulting
Selling Stockholder agrees, severally and not jointly, to reimburse the several
Underwriters for all out of pocket expenses (including reasonable fees and
disbursements of counsel) incurred by them as a result of such refusal,
inability or failure. If the sale of the Shares provided for herein is not
consummated because of the refusal, inability or failure of the Company to
perform its agreements herein, comply with any provision hereof or satisfy any
condition to the obligations of the Underwriters set forth in Section 9 hereof
(in each case, other than by reason of a default by any of the Underwriters),
the Company agrees, severally and not jointly, to reimburse the several
Underwriters for all out of pocket expenses (including reasonable fees and
disbursements of counsel) incurred by them as a result of such refusal,
inability or failure. Notwithstanding any termination of this Agreement, the
Company shall be liable for all expenses which it has agreed to pay pursuant to
Section 5(i) hereof. Each Selling Stockholder also agrees, severally and not
jointly, to reimburse the several Underwriters, their directors and officers and
any persons controlling any of the Underwriters for all out of pocket expenses
(including reasonable fees and disbursements of counsel) incurred by them in
connection with enforcing their rights hereunder against such Selling
Stockholder (including, without limitation, pursuant to Section 8 hereof). The
Company also agrees to reimburse the several Underwriters, their directors and
officers and any persons controlling any of the Underwriters for all out of
pocket expenses (including reasonable fees and disbursements of counsel)
incurred by them in connection with enforcing their rights hereunder against the
Company (including, without limitation, pursuant to Section 8 hereof).

     Except as otherwise provided, this Agreement has been and is made solely
for the benefit of and shall be binding upon the Company, the Selling
Stockholders, the Underwriters, the Underwriters' directors and officers, any
controlling persons referred to herein, the Company's directors and the
Company's officers who sign the Registration Statement and their respective
successors and assigns, all as and to the extent provided in this Agreement, and
no other person shall acquire or have any right under or by virtue of this
Agreement. The term "successors and assigns" shall not include a purchaser of
any of the Shares from any of the several Underwriters merely because of such
purchase.

     This Agreement shall be governed and construed in accordance with the laws
of the State of New York.

     This Agreement may be signed in various counterparts which together shall
constitute one and the same instrument.


                                       28

     Please confirm that the foregoing correctly sets forth the agreement among
the Company, the Selling Stockholders and the several Underwriters.

                                       Very truly yours,

                                       FRED MEYER, INC.


                                       By ROGER A. COOKE
                                          --------------------------------------
                                          Name:  Roger A. Cooke
                                          Title: Senior Vice President


                                       ZELL/CHILMARK FUND, L.P.

                                       By: ZC Limited Partnership,
                                           general partner

                                       By: ZC Partnership, general partner

                                       By:  ZC Inc., a partner


                                       By SHELI Z. ROSENBERG
                                          --------------------------------------
                                          Name:   Sheli Z. Rosenberg
                                          Title:  Vice President


                                       STUART M. SLOAN
                                       -----------------------------------------
                                       Stuart M. Sloan



                                       Bankers Trust Corporation


                                       By ROGER A. COOKE
                                          --------------------------------------
                                          Name:  Roger A. Cooke
                                          Title: Attorney-in-Fact


                                       BT Investment Partners, Inc.


                                       By ROGER A. COOKE
                                          --------------------------------------
                                            Name:  Roger A. Cooke
                                            Title: Attorney-in-Fact


                                      S-1

                                       CSFB IGP


                                       By ROGER A. COOKE
                                          --------------------------------------
                                          Name:  Roger A. Cooke
                                          Title: Attorney-in-Fact



                                       Merchant GP, Inc.


                                       By ROGER A. COOKE
                                          --------------------------------------
                                          Name:  Roger A. Cooke
                                          Title: Attorney-in-Fact


                                       DAN P. KOURKOUMELIS
                                       -----------------------------------------
                                       Dan P. Kourkoumelis



DONALDSON, LUFKIN & JENRETTE
    SECURITIES CORPORATION

Acting severally on behalf of
    themselves and the several
    Underwriters named in
    Schedule I hereto


    By MICHAEL J. CONNOLLY
       --------------------------------
       Name:  Michael J. Connolly
       Title: Vice President


                                      S-2

                                   SCHEDULE I


                                                                  Number of Firm
                                                                   Shares to be
 Underwriters                                                        Purchased
 ------------                                                        ---------

 Donaldson, Lufkin & Jenrette Securities Corporation                 1,954,679

 Goldman, Sachs & Co.                                                1,954,678

 Morgan Stanley & Co. Incorporated                                   1,954,678

 Smith Barney Inc.                                                   1,954,678

 ABN AMRO Incorporated                                                 112,293

 Credit Suisse First Boston Corporation                                112,293

 A.G. Edwards & Sons, Inc.                                             112,293

 Merrill Lynch, Pierce, Fenner & Smith Incorporated                    112,293

 Prudential Securities Incorporated                                    112,293

 Black & Company, Inc.                                                  56,147

 William Blair & Company, L.L.C.                                        56,147

 D.A. Davidson & Co., Inc.                                              56,147

 Ferris, Baker Watts, Inc.                                              56,147

 Gabelli & Company Inc.                                                 56,147

 Legg Mason Wood Walker Incorporated                                    56,147

 McDonald & Company Securities, Inc.                                    56,147

 Pacific Crest Securities                                               56,147

 Piper Jaffray Inc.                                                     56,147

 Ragen Mackenzie Incorporated                                           56,147

 Wit Capital Corporation                                                56,147
                                                                     ---------

          Total                                                      8,997,795
                                                                     =========


                                  Schedule I-1

                                   SCHEDULE II

                              Selling Stockholders


                              Part A - Firm Shares
                              --------------------


                                                                 Number of Firm
Name                                                           Shares Being Sold
- ----                                                           -----------------
Zell/Chilmark Fund, L.P.                                           6,127,415
Stuart M. Sloan                                                      909,091
Bankers Trust Corporation                                            143,386
BT Investment Partners, Inc.                                       1,022,449
CSFB IGP                                                              28,908
Merchant GP, Inc.                                                    334,728
Dan Kourkoumelis                                                     431,818
                                                                   ---------

         Total                                                     8,997,795
                                                                   =========


                           Part B - Additional Shares
                                                            Number of Additional
Name                                                         Shares Being Sold
- ----                                                        --------------------
Zell/Chilmark Fund, L.P.                                             612,742
Stuart M. Sloan                                                       90,909
Bankers Trust Corporation                                             14,338
BT Investment Partners, Inc.                                         102,245
Merchant GP, Inc.                                                     36,364
Dan Kourkoumelis                                                      43,182
                                                                     -------
                                                                     899,780
                                                                     =======


                                 Schedule II-1

                                  SCHEDULE III

                         Notice To Selling Stockholders

     All communications to the Selling Stockholders pursuant to Section 12 of
the Underwriting Agreement will be mailed, delivered or telegraphed and
confirmed to the Selling Stockholders at their respective addresses set forth
below:

If to Zell/Chilmark Fund, L.P., to:

     Zell/Chilmark Fund, L.P.
     2 North Riverside Plaza, Suite 600
     Chicago, Illinois  60606
     Attn:  Rod Dammeyer


If to Stuart M. Sloan, to:

     1301 Fifth Avenue, Suite 3000
     Seattle, Washington  98101


If to Bankers Trust Corporation or BT Investment Partners, Inc., to:

     130 Liberty Street, 25th Floor
     New York, New York  10006
     Attention:  Joseph Wood


If to CSFB IGP, to:

     Bahnhofstrasse #17
     CH-6301 Zug, Switzerland
     Attention:  Richard Thornburgh


If to Merchant GP, Inc., to:

     c/o Credit Suisse First Boston
     11 Madison Avenue
     New York, New York  10010
     Attention:  Nancy Farese


If to Dan P. Kourkoumelis, to:

     c/o Quality Food Centers, Inc.
     10112 N.E. 10th Street, Suite 201
     Bellevue, Washington  98004


                                 Schedule III-1

                                     Annex I


Robert G. Miller

Mary F. Sammons

George G. Golleher

Abel T. Porter

Kenneth Thrasher

Kenneth A. Martindale

George A. Schnug

David R. Jessick

Roger A. Cooke

Sammy K. Duncan

James C. Aalberg

Thomas R. Hughes

Ronald W. Burkle

The Yucaipa Companies

Yucaipa Arizona Partners, L.P.

Yucaipa Smitty's Partners, L.P.

Yucaipa Smitty's Partners II, L.P.

Yucaipa SSV Partners, L.P.

F4L Equity Partners, L.P.

FFL Partners

Fred Meyer/Smith's Foundation

Yucaipa Capital Fund

Yucaipa/F4L Partners


                                  Annex I - 1

                                    Exhibit I

Registration Rights Agreement, dated as of September 9, 1997, by and among Fred
Meyer, Inc. The Yucaipa Companies and the parties listed on the signature pages
thereto, as amended by that certain Amendment to Registration Rights Agreement,
dated as of March 10, 1998 by and among Fred Meyer, Inc., The Yucaipa Companies
and the parties listed on the signature pages thereto.

Registration Rights Agreement, dated as of March 9, 1998, by and between Fred
Meyer, Inc., Zell/Chilmark Fund, L.P. and Stuart M. Sloan.

Registration Rights Agreement, dated as of March 10, 1998, by and among Fred
Meyer, Inc. and the parties listed on the signature pages thereto.


                                 Exhibit I - 1