EXHIBIT 4.2
THE KROGER CO.
EMPLOYEE STOCK PURCHASE PLAN
AMENDED AND RESTATED AS OF SEPTEMBER 15, 1994
1. Purpose of the Plan. The purpose of The Kroger Co. Employee Stock
-------------------
Purchase Plan (the "Plan") is to permit employees of The Kroger Co.
(the "Company") to obtain or increase a proprietary interest in the
Company by permitting them to make installment or other purchases of
shares of the Company's Common Stock, and thus to provide a means for
employees to share in the future success of the Company.
2. Administration. The Plan shall be administered by the Employee Stock
--------------
Purchase Plan Committee (the "Committee") consisting of not less than
three members who shall be appointed by, and shall serve at the
pleasure of, the Board of Directors of the Company. Each member of
the Committee must be a director or officer of the Company and shall
not be eligible to participate in the Plan. Subject to express
provisions of the Plan and to such instructions and limitations as
the Board of Directors of the Company may establish from time to
time, the Committee shall have the authority to prescribe, amend and
rescind rules and regulations relating to the Plan. The Committee
may interpret the Plan and may correct any defect or supply any
omission or reconcile any inconsistency in the Plan to the extent
necessary for the effective operation of the Plan. Any action taken
by the Committee on the matters referred to in this paragraph shall
be conclusive. The Committee may appoint Star Bank, National
Association as Administrator of the Plan and may delegate to the
Administrator responsibility for day-to-day operation of the Plan.
The Committee shall oversee the Administrator and may change the
designation of the Administrator.
3. Effective Date of the Plan. The Plan shall become effective on such
--------------------------
date as the Committee shall determine following approval by the Board
of Directors of the Company.
4. Shares Subject to the Plan. There is hereby reserved for issuance
--------------------------
under this Plan an aggregate of Fourteen Million (14,000,000) shares
of Common Stock, which may be authorized and unissued shares of
Common Stock, previously issued shares of Common Stock acquired by
the Company and held as treasury shares, or shares acquired through
open market or negotiated purchases, or any combination thereof.
5. Eligibility. Any other employee of the Company, and any employee of
-----------
any subsidiary of the Company which from time to time may be
designated by the Committee for inclusion under the Plan may
participate in the Plan.
6. Participation and Payroll Deduction. (a) Except as may be otherwise
----------------------------------
provided for herein, each employee who is eligible for and elects to
participate in the Plan shall be granted a Periodic Investment Right,
for as many full shares of Common Stock as may be purchased for each
participant's account as determined in the manner set forth in
Article 8. After the Plan has become effective any eligible employee
may elect to participate by completing such forms as are developed by
the Committee in conjunction with the Administrator. Payroll
deductions authorized by a participant shall be made at such time and
in such manner as the Committee or the Administrator may determine.
Reports shall be furnished to each participant, from time to time as
determined by the Committee or the Administrator, showing the balance
in the participant's account; (b) participants may, from time to
time, also make contributions to their accounts in the form of Common
Stock; and (c) participants may from time to time make cash
contributions for the purchase of shares of Common Stock by the
Administrator pursuant to such rules as the Committee may provide.
7. No Interest on Accounts. The payroll deductions of participants
----------------------
shall not bear interest.
8. Purchase Price. The purchase price for a share of Common Stock shall
--------------
be equal to 100% of the fair market value of the Common Stock as
determined below. As soon as practicable after the close of each
period, the funds accumulated through all payroll deductions shall be
transferred by the Company to the Administrator who will use such
funds to purchase shares of Common Stock. The Administrator will
credit each participant's account with the maximum number of shares
and any fractional shares, which results from dividing the total
dollar amount in the participant's account by the purchase price of
the Common Stock. The purchase price shall be the average of the
prices of all the shares purchased with such amounts after the close
of each Period. In the case of shares purchased from the Company,
the purchase price will be the average of the high and low prices of
the Common Stock on the New York Stock Exchange - Composite
Transactions or on any other national stock exchange on the business
day preceding the date of purchase or, if no such sales of Common
Stock are made on such date, on the next preceding date on which
sales of Common Stock were made on the New York Stock Exchange or on
any other national stock exchange.
9. Ownership. The Participant may elect to hold the account only in the
---------
name of the Participant or, if so indicated, in the Participant's
name jointly with one other person, with right of survivorship.
Certificates for shares of Common Stock will not be issued directly
to the Participant unless the Participant withdraws such shares from
the Participant's account pursuant to the procedures to be
established by the Committee in conjunction with the Administrator.
10. Termination or Withdrawal. Participants may terminate their accounts
-------------------------
at any time pursuant to procedures to be established by the
Committee in conjunction with the Administrator. At that time or
from time to time at the request of the Participant, a Participant
will receive certificates for the shares of Common Stock in the
Participant's account and cash for any fractional shares.
Alternatively, the Participant may request the Administrator pursuant
to procedures to be established by the Committee in conjunction with
the Administrator to sell all or some of the shares in the
Participant's account. In the latter case the Participant will
receive the net proceeds of the sale.
11. Rights as Shareholders. None of the rights or privileges of a
----------------------
shareholder of the Company shall exist with respect to shares of
Common Stock purchased under this Plan until the date as of which the
Participant's account is credited by the Administrator with the
shares purchased pursuant to the Plan.
12. Government Regulations. The Company's obligation to issue, sell, or
----------------------
deliver any shares of Common Stock under this Plan is subject to all
applicable laws and regulations and to the approval of any
governmental or regulatory authority required in connection with the
issuance, sale, or delivery of such shares. The Company shall not be
required to issue, sell, or deliver any shares of Common Stock under
this Plan prior to (a) the approval of such shares for listing on the
New York Stock Exchange or any other national stock exchange, and (b)
the completion of any registration or other qualification of such
shares under any state or Federal law or any ruling or regulation of
any governmental or regulatory authority which the Company in its
sole discretion shall determine to be necessary or advisable.
13. Designation of Subsidiaries for Inclusion in Offerings. At any time
-----------------------------------------------------
and from time to time, the Committee may designate for inclusion in
the Plan any corporation which is a subsidiary of the Company.
14. Amendment of the Plan. To the extent permitted by law, the Committee
---------------------
in conjunction with the Administrator may at any time and from time
to time make such changes in the plan and additions to it as the
Committee and the Administrator deems advisable; provided, however,
that neither the Committee nor the Administrator may make any changes
or additions which would adversely affect rights previously granted
under the Plan or may, without approval of the Board of Directors of
the Company, make any changes or additions which would (a) increase
the aggregate number of shares of Common Stock subject to the Plan,
(b) decrease the purchase price for a share of Common Stock, or (c)
change any of the provisions of the Plan relating to eligibility for
participation.
15. Duration and Termination of the Plan. The Plan shall terminate upon
------------------------------------
the earlies to occur of the following two events:
(a) The Purchase by employees of all of the shares of Common Stock
subject to the Plan; or
(b) The termination of the Plan by the Board of Directors of the
Company.
1482\1369\espp1