POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, true and lawful attorney and agent, to do any and all acts and things and execute in his name as a director or officer of the Company the Annual Report on Form 10-K for the year ended January 31, 1998 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents an each of them shall do or cause to be done by virtue hereof. Any one of said attorney or agents shall have, and may exercise, all powers conferred. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of April, 1998. ROBERT D. BEYER ------------------------------------- Robert D. Beyer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, true and lawful attorney and agent, to do any and all acts and things and execute in his name as a director or officer of the Company the Annual Report on Form 10-K for the year ended January 31, 1998 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof. Any one of said attorney or agents shall have, and may exercise, all powers conferred. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of April, 1998. VIVIAN A. BULL ------------------------------------- Vivian A. Bull POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, true and lawful attorney and agent, to do any and all acts and things and execute in his name as a director or officer of the Company the Annual Report on Form 10-K for the year ended January 31, 1998 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof. Any one of said attorneys or agents shall have, and may exercise, all powers conferred. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of April, 1998. RONALD W. BURKLE ------------------------------------- Ronald W. Burkle POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, true and lawful attorney and agent, to do any and all acts and things and execute in his name as a director or officer of the Company the Annual Report on Form 10-K for the year ended January 31, 1998 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof. Any one of said attorney or agents shall have, and may exercise, all powers conferred. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of April, 1998. JAMES J. CURRAN ------------------------------------- James J. Curran POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, true and lawful attorney and agent, to do any and all acts and things and execute in his name as a director or officer of the Company the Annual Report on Form 10-K for the year ended January 31, 1998 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents a each of them shall do or cause to be done by virtue hereof. Any one of said attorney or agents shall have, and may exercise, all powers conferred. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of April, 1998. A. M. GLEASON ------------------------------------- A. M. Gleason POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, true and lawful attorney and agent, to do any and all acts and things and execute in his name as a director or officer of the Company the Annual Report on Form 10-K for the year ended January 31, 1998 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents an each of them shall do or cause to be done by virtue hereof. Any one of said attorney or agents shall have, and may exercise, all powers conferred. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of April, 1998. CARLTON J. JENKINS ------------------------------------- Carlton J. Jenkins POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, true and lawful attorney and agent, to do any and all acts and things and execute in his name as a director or officer of the Company the Annual Report on Form 10-K for the year ended January 31, 1998 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof. Any one of said attorneys or agents shall have, and may exercise, all powers conferred. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of April, 1998. BRUCE KARATZ ------------------------------------- Bruce Karatz POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, true and lawful attorney and agent, to do any and all acts and things and execute in his name as a director or officer of the Company the Annual Report on Form 10-K for the year ended January 31, 1998 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof. Any one of said attorneys or agents shall have, and may exercise, all powers conferred. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of April, 1998. JOHN G. KING ------------------------------------- John G. King POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, true and lawful attorney and agent, to do any and all acts and things and execute in his name as a director or officer of the Company the Annual Report on Form 10-K for the year ended January 31, 1998 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof. Any one of said attorneys or agents shall have, and may exercise, all powers conferred. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of April, 1998. ROGER S. MEIER ------------------------------------- Roger S. Meier POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, true and lawful attorney and agent, to do any an all acts and things and execute in his name as a director or officer of the Company the Annual Report on Form 10-K for the year ended January 31, 1998 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents an each of them shall do or cause to be done by virtue hereof. Any one of said attorney or agents shall have, and may exercise, all powers conferred. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of April, 1998. ROBERT G. MILLER ------------------------------------- Robert G. Miller POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, true and lawful attorney and agent, to do any and all acts and things and execute in his name as a director or officer of the Company the Annual Report on Form 10-K for the year ended January 31, 1998 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof. Any one of said attorneys or agents shall have, and may exercise, all powers conferred. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of April, 1998. STEVEN R. ROGEL ------------------------------------- Steven R. Rogel POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, true and lawful attorney and agent, to do any and all acts and things and execute in his name as a director or officer of the Company the Annual Report on Form 10-K for the year ended January 31, 1998 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof. Any one of said attorneys or agents shall have, and may exercise, all powers conferred. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of April, 1998. STUART M. SLOAN ------------------------------------- Stuart M. Sloan POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, true and lawful attorney and agent, to do any and all acts and things and execute in his name as a director or officer of the Company the Annual Report on Form 10-K for the year ended January 31, 1998 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof. Any one of said attorneys or agents shall have, and may exercise, all powers conferred. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of April, 1998. JEFFREY P. SMITH ------------------------------------- Jeffrey P. Smith POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, true and lawful attorney and agent, to do any and all acts and things and execute in his name as a director or officer of the Company the Annual Report on Form 10-K for the year ended January 31, 1998 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof. Any one of said attorneys or agents shall have, and may exercise, all powers conferred. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of April, 1998. BERTRAM R. ZWEIG ------------------------------------- Bertram R. Zweig POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, true and lawful attorney and agent, to do any and all acts and things and execute in his name as a director or officer of the Company the Annual Report on Form 10-K for the year ended January 31, 1998 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof. Any one of said attorneys or agents shall have, and may exercise, all powers conferred. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of April, 1998. MARC H. RAPAPORT ------------------------------------- Marc H. Rapaport