Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned
officer of The Kroger Co. (the "Company") hereby constitutes
and appoints Paul W. Heldman and Bruce M. Gack and each of them
(with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and
in his name, place and stead, to sign, execute and affix his
seal thereto and file with the Securities and Exchange
Commission (or any other governmental or regulatory authority)
any of the documents referred to below relating to the
registration under the Securities Act of 1933, as amended, on
Form S-8 or other appropriate form of such number of shares of
the Common Stock of the Company as the Company may determine to
include in that registration statement or any amendment thereto
with respect to the selling of any such stock to the employees
of the Company or its subsidiaries pursuant to the Company's
Employee Stock Purchase Plan: (a) a registration statement
under the Securities Act of 1933, as amended, with all exhibits
and any and all documents required to be filed with respect
thereto; and (b) any and all amendments thereto (including any
amendment or amendments increasing or decreasing the amount of
the securities or changing the securities for which
registration is being sought) which may be filed from time to
time by the Company with all exhibits and any and all documents
required to be filed with respect thereto; granting unto said
attorneys, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand.
(Joseph A. Pichler) September 15 , 1994
----------------------------
Joseph A. Pichler
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned
officer of The Kroger Co. (the "Company") hereby constitutes
and appoints Paul W. Heldman and Bruce M. Gack and each of them
(with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and
in his name, place and stead, to sign, execute and affix his
seal thereto and file with the Securities and Exchange
Commission (or any other governmental or regulatory authority)
any of the documents referred to below relating to the
registration under the Securities Act of 1933, as amended, on
Form S-8 or other appropriate form of such number of shares of
the Common Stock of the Company as the Company may determine to
include in that registration statement or any amendment thereto
with respect to the selling of any such stock to the employees
of the Company or its subsidiaries pursuant to the Company's
Employee Stock Purchase Plan: (a) a registration statement
under the Securities Act of 1933, as amended, with all exhibits
and any and all documents required to be filed with respect
thereto; and (b) any and all amendments thereto (including any
amendment or amendments increasing or decreasing the amount of
the securities or changing the securities for which
registration is being sought) which may be filed from time to
time by the Company with all exhibits and any and all documents
required to be filed with respect thereto; granting unto said
attorneys, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand.
(Rodney McMullen) September 15, 1994
------------------------------
Rodney McMullen
Vice President -
Financial Services and Control
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned
officer of The Kroger Co. (the "Company") hereby constitutes
and appoints Paul W. Heldman and Bruce M. Gack and each of them
(with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and
in his name, place and stead, to sign, execute and affix his
seal thereto and file with the Securities and Exchange
Commission (or any other governmental or regulatory authority)
any of the documents referred to below relating to the
registration under the Securities Act of 1933, as amended, on
Form S-8 or other appropriate form of such number of shares of
the Common Stock of the Company as the Company may determine to
include in that registration statement or any amendment thereto
with respect to the selling of any such stock to the employees
of the Company or its subsidiaries pursuant to the Company's
Employee Stock Purchase Plan: (a) a registration statement
under the Securities Act of 1933, as amended, with all exhibits
and any and all documents required to be filed with respect
thereto; and (b) any and all amendments thereto (including any
amendment or amendments increasing or decreasing the amount of
the securities or changing the securities for which
registration is being sought) which may be filed from time to
time by the Company with all exhibits and any and all documents
required to be filed with respect thereto; granting unto said
attorneys, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand.
(William J. Sinkula) September 15, 1994
------------------------------------
William J. Sinkula
Executive Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned
officer of The Kroger Co. (the "Company") hereby constitutes
and appoints Paul W. Heldman and Bruce M. Gack and each of them
(with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and
in his name, place and stead, to sign, execute and affix his
seal thereto and file with the Securities and Exchange
Commission (or any other governmental or regulatory authority)
any of the documents referred to below relating to the
registration under the Securities Act of 1933, as amended, on
Form S-8 or other appropriate form of such number of shares of
the Common Stock of the Company as the Company may determine to
include in that registration statement or any amendment thereto
with respect to the selling of any such stock to the employees
of the Company or its subsidiaries pursuant to the Company's
Employee Stock Purchase Plan: (a) a registration statement
under the Securities Act of 1933, as amended, with all exhibits
and any and all documents required to be filed with respect
thereto; and (b) any and all amendments thereto (including any
amendment or amendments increasing or decreasing the amount of
the securities or changing the securities for which
registration is being sought) which may be filed from time to
time by the Company with all exhibits and any and all documents
required to be filed with respect thereto; granting unto said
attorneys, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand.
(Richard L. Bere) September 15, 1994
Richard L. Bere
President and
Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That each of the
undersigned directors of The Kroger Co. (the "Company") hereby
constitutes and appoints Paul W. Heldman and Bruce M. Gack and
each of them (with full power to each of them to act alone) his
or her true and lawful attorney-in-fact and agent for him or
her and on his or her behalf and in his or her name, place and
stead, to sign, execute and affix his or her seal thereto and
file with the Securities and Exchange Commission (or any other
governmental or regulatory authority) any of the documents
referred to below relating to the registration under the
Securities Act of 1933, as amended, on Form S-8 or other
appropriate form of such number of shares of the Common Stock
of the Company as the Company may determine to include in that
registration statement or any amendment thereto with respect to
the selling of any such stock to the employees of the Company
or its subsidiaries pursuant to the Company's Employee Stock
Purchase Plan: (a) a registration statement under the
Securities Act of 1933, as amended, with all exhibits and any
and all documents required to be filed with respect thereto;
and (b) any and all amendments thereto (including any amendment
or amendments increasing or decreasing the amount of the
securities or changing the securities for which registration is
being sought) which may be filed from time to time by the
Company with all exhibits and any and all documents required to
be filed with respect thereto; granting unto said attorneys,
and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in and about the premises in order to effectuate the same as
fully to all intents and purposes as he or she might or could
do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned directors have hereunto set
their hands and seals, as of the 15th day of September, 1994.
(Joseph A. Pichler) (Patrica Shontz Longe)
----------------------- -------------------------
Joseph A. Pichler Patricia Shontz Longe
(Richard L. Bere) (Katherine D. Ortega)
----------------------- -------------------------
Richard L. Bere Katherine D. Ortega
(John L. Ong) (Richard W. Dillon)
----------------------- -------------------------
John L. Ong Richard W. Dillon
(Raymond B. Carey, Jr.) (John L. Clendenin)
----------------------- -------------------------
Raymond B. Carey, Jr. John L. Clendenin
(John T. LaMacchia) (T. Ballard Morton, Jr.)
----------------------- -------------------------
John T. LaMacchia T. Ballard Morton, Jr.
(James D. Woods) (Lyle Everingham)
----------------------- -----------------------
James D. Woods Lyle Everingham
(Reuben V. Anderson)
-----------------------
Reuben V. Anderson
(Martha R. Seger)
-----------------------
Martha R. Seger
THE KROGER CO.
ASSISTANT SECRETARY'S CERTIFICATE
I, Bruce M. Gack, Assistant Secretary of The Kroger Co., a
corporation organized and existing under and by virtue of the
laws of the State of Ohio (the "Company"), do hereby certify
that the following is a true copy of certain resolutions
adopted by the Board of Directors of the Company at a meeting
duly called and held on September 15, 1994, at which a quorum
was present and acting throughout; and I further certify that
such resolutions have not been amended, modified or rescinded
and remain in full force and effect:
"RESOLVED, That The Kroger Co. Employee Stock
Purchase Plan (the "Plan"), be, and the same hereby
is, amended to provide for up to 14 million shares of
the Company's common stock to be sold, transferred,
or held in such Plan and such other related
amendments as the officers of the Company shall, upon
the advice of counsel, approve; and further
RESOLVED, That the Registration Statement of the
Company on Form S-8 or other appropriate form (the
"Registration Statement"), for the purpose of
registering such Plan under the Securities Act of
1933 be, and the same hereby is, approved and that
the proper officers of the Company be, and they
hereby are, authorized to execute such Registration
Statement on behalf of the Company and file the same
with the Securities and Exchange Commission in
substantially the form hereby approved or with such
changes therein as the officers executing the same
may approve, the approval of any such officer to be
conclusively evidenced by execution and delivery
thereof; and further
RESOLVED, That the officers of the Company be, and
they hereby are, authorized from time to time to
execute in the name and on behalf of the Company,
such further amendment or amendments to said
Registration Statement as they shall deem desirable,
to procure all other necessary signatures thereto and
to file such amendment or amendments, when so signed,
with the Securities and Exchange Commission; and
further
RESOLVED, That Paul W. Heldman and Bruce M. Gack, or
any one of them, be and they hereby are made,
constituted and appointed the true and lawful
attorneys-in-fact, with authority to sign and execute
on behalf of The Kroger Co., and on behalf of the
directors and officers thereof in their official
capacities, the Registration Statement and any and
all amendments thereto, which they in their
discretion deem necessary or advisable, to be filed
with the Securities and Exchange Commission; and
further
RESOLVED, That Paul W. Heldman, Vice President,
Secretary and General Counsel of this Company, whose
address is 1014 Vine Street, Cincinnati, Ohio, be and
he is designated as the Agent for Service to be named
in the Registration Statement, and authorized to
receive notices and communications, with respect to
the registration under the Securities Act of 1933, as
amended, of the proposed issue of the aforesaid
shares of Common Stock with all powers consequent
upon such designation under the rules and regulations
of the Securities and Exchange Commission; and
further
RESOLVED, That the officers of the Company, and any
one or more of them be, and they hereby are,
authorized and directed, in the name of and on behalf
of the Company, to take any and all action which they
deem necessary or advisable to register or qualify
the aforesaid shares of Common Stock for issue,
offer, sale or trade under the Blue Sky or securities
laws of any State of the United States or Province of
Canada and in connection therewith to sign, execute,
acknowledge, verify, deliver, file and publish all
such applications, issuer's covenants, consents to
service of process, resolutions and other papers and
documents as may be required under such laws, and to
take any and all further action which they deem
necessary or advisable in order to maintain such
registration or qualification of such shares of
Common Stock for as long as they may deem necessary
or as required by law; and further
RESOLVED, That the proper officers of the Company be,
and they hereby are, authorized in the name and on
behalf of the Company to execute and file application
for the listing of the aforesaid shares of Common
Stock on the New York Stock Exchange and such other
stock exchanges as they may deem appropriate, and to
take any and all action, and prepare, execute, and
file any and all other applications and agreements,
including an indemnity agreement relating to the use
of facsimile signatures in the execution of aforesaid
shares of Common Stock, necessary, incidental or
convenient to effectuate such listing; and further
RESOLVED, That for the purpose of executing the
aforesaid shares of Common Stock the Company hereby
adopts and acknowledges the facsimile signatures of
Joseph A. Pichler and Paul W. Heldman, its Chairman
of the Board, and Secretary, respectively, and said
shares of Common Stock may be executed by the
facsimile signatures hereby adopted until further
order of the Board of Directors, notwithstanding that
either or both of said persons may have ceased to
hold the respective aforesaid offices at the time
such shares of Common Stock shall be actually
delivered; and further
RESOLVED, That the officers of the Company be, and
they hereby are, authorized and directed in the name
and on behalf of the Company to do or cause to be
done, any and all such other acts and things, and to
prepare, execute, deliver and, where necessary or
appropriate, file with the appropriate governmental
authorities, any and all such certificates,
agreements, applications, documents, papers and
instruments as, with the advice of counsel, they may
deem necessary or desirable in order to carry into
effect the purposes and intent of the foregoing
resolutions and the various transactions contemplated
thereby."
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the corporate seal of said Company on the 16th day of
September, 1994.
(Bruce M. Gack)
Bruce M. Gack
Assistant Secretary