POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned directors of THE
KROGER CO. (the "Company") hereby make, constitute and appoint Paul W. Heldman
and Bruce M. Gack, or either one of them, his or her true and lawful attorneys-
in-fact to sign and execute for and on his or her behalf, a registration
statement and any and all amendments thereto with respect to the issuance and
sale by the Company of up to $500,000,000 of Securities to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, in such form as they, or either of them, may approve and to do any and
all other acts which said attorneys-in-fact, or either one of them, may deem
necessary or desirable to enable The Kroger Co. to comply with said Act and the
rules and regulations thereunder in connection with such sale.
IN WITNESS WHEREOF, the undersigned directors have hereunto set their hands
and seal, as of the 16th day of May, 1996.
(John L. Clendenin) (Joseph A. Pichler)
John L. Clendenin Joseph A. Pichler
(John D. Ong) (T. Ballard Morton, Jr.)
John D. Ong T. Ballard Morton, Jr.
(Reuben Anderson) (Katherine D. Ortega)
Reuben V. Anderson Katherine D. Ortega
(Raymond B. Carey, Jr.) (E. M. Liddy)
Raymond B. Carey, Jr. Edward M. Liddy
(John T. LaMacchia) (Richard W. Dillon)
John T. LaMacchia Richard W. Dillon
(Patricia S. Longe) (David B. Dillon)
Patricia Shontz Longe David B. Dillon
(Thomas H. O'Leary) ________________________
Thomas H. O'Leary Martha Romayne Seger
_______________________
James D. Woods
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer of THE
KROGER CO. (the "Company") hereby makes, constitutes and appoints Paul W.
Heldman and Bruce M. Gack, or either one of them, his true and lawful attorneys-
in-fact to sign and execute for and on his behalf, a registration statement and
any and all amendments thereto with respect to the issuance and sale by the
Company of up to $500,000,000 of Securities to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they, or either of them, may approve and to do any and all other acts
which said attorneys-in-fact, or either one of them, may deem necessary or
desirable to enable The Kroger Co. to comply with said Act and the rules and
regulations thereunder in connection with such sale.
IN WITNESS WHEREOF, I have hereunto set my hand.
(W. Rodney McMullen) May 16, 1996
W. Rodney McMullen
Group Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer and
director of THE KROGER CO. (the "Company") hereby makes, constitutes and
appoints Paul W. Heldman and Bruce M. Gack, or either one of them, his true and
lawful attorneys-in-fact to sign and execute for and on his behalf, a
registration statement and any and all amendments thereto with respect to the
issuance and sale by the Company of up to $500,000,000 of Securities to be filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, in such form as they, or either of them, may approve and to do
any and all other acts which said attorneys-in-fact, or either one of them, may
deem necessary or desirable to enable The Kroger Co. to comply with said Act and
the rules and regulations thereunder in connection with such sale.
IN WITNESS WHEREOF, I have hereunto set my hand.
(Joseph A. Pichler) May 1, 1996
Joseph A. Pichler
Chairman of the Board,
Chief Executive Officer and
Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer of THE
KROGER CO. (the "Company") hereby makes, constitutes and appoints Paul W.
Heldman and Bruce M. Gack, or either one of them, his true and lawful attorneys-
in-fact to sign and execute for and on his behalf, a registration statement and
any and all amendments thereto with respect to the issuance and sale by the
Company of up to $500,000,000 of Securities to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they, or either of them, may approve and to do any and all other acts
which said attorneys-in-fact, or either one of them, may deem necessary or
desirable to enable The Kroger Co. to comply with said Act and the rules and
regulations thereunder in connection with such sale.
IN WITNESS WHEREOF, I have hereunto set my hand.
(J. Michael Schlotman) May 16, 1996
J. Michael Schlotman
Vice President and Corporate Controller
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer and
director of THE KROGER CO. (the "Company") hereby makes, constitutes and
appoints Paul W. Heldman and Bruce M. Gack, or either one of them, his true and
lawful attorneys-in-fact to sign and execute for and on his behalf, a
registration statement and any and all amendments thereto with respect to the
issuance and sale by the Company of up to $500,000,000 of Securities to be filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, in such form as they, or either of them, may approve and to do
any and all other acts which said attorneys-in-fact, or either one of them, may
deem necessary or desirable to enable The Kroger Co. to comply with said Act and
the rules and regulations thereunder in connection with such sale.
IN WITNESS WHEREOF, I have hereunto set my hand.
(David B. Dillon) May 3, 1996
David B. Dillon
President, Chief Operating Officer, and
Director
RESOLUTION
WHEREAS, The management of the Company has determined that it is
advantageous to the Company to purchase on the open market or to redeem certain
of its outstanding public indebtedness (the "Repurchased Debt");
WHEREAS, The amount of funds which can be expended for such Redeemed Debt
is, under certain circumstances, limited by the terms of the Indentures under
its publicly and privately issued debt (together the "Indentures"); and
WHEREAS, The Company is considering the issuance of debt (the "Securities")
through private placement or through public offering, and the use of the
proceeds from the sale of the Securities to purchase or redeem Repurchased Debt
and for other general corporate purposes; now, therefore,
RESOLVED, That, subject to the limitations set forth in these resolutions
and the Indentures, the Company is authorized to issue, from time to time, up
to $500,000,000 of Securities to the public, or to one or more institutional
investors, on such terms and conditions as shall be determined by this Board;
and further
RESOLVED, That in connection with the proposed public offering or private
placement of the Securities or the proposed debt repurchase program, the Board
of Directors shall determine whether to issue the Securities, and, if issued,
whether to offer the Securities through a public offering or through private
transactions, and whether to purchase the Repurchased Debt; and further
RESOLVED, That this Board may designate one or more persons (a
"Committee"), who may or may not be a member of the Board, to act as and for
the Board in such capacity as the Board may direct; and further
RESOLVED, That the Board or a Committee may, at any time prior to December
31, 1998, authorize one or more issuances and sales of the Securities by the
Company and authorize one or more purchases of Repurchased Debt for so long as,
or at such times as, economically advantageous to the Company, and, in
connection with any such authorization, issue, determine, approve, or appoint,
as the case may be:
(a) the type of Security or Securities and title or titles thereof;
(b) the aggregate principal amount, not to exceed $500,000,000, the
denominations, and terms, of the Securities;
(c) the price at which such Securities are to be sold (which may be issued at
an "original issue discount" within the meaning of the Internal Revenue
Code of
1986, as amended), and the interest rate or rates, if any, to be
established for the Securities, which rate or rates may vary from time to
time;
(d) the issuance of the Securities in any foreign currency or European currency
units and if European currency units are issued, the currency or currencies
in which interest is payable;
(e) the maturity or maturities, which shall not be more than 30 years; and,
furthermore, the determination that any issue of Securities may be of
varying maturities and amounts;
(f) the sinking fund, if any, and related redemption prices of the Securities;
(g) the optional redemption rights, if any, of the Company and of the holders
of the Securities, and related redemption prices and any limitations on
such redemption;
(h) the restrictive covenants, if any, to be imposed upon the Company relating
to any of the Securities;
(i) the form of Registration Statement on Form S-3, or such other form as the
Board or a Committee shall determine (the "Registration Statement"), for
the purpose of registering the Securities, if so required, under the
Securities Act of 1933, as amended, and any amendments thereto;
(j) the amount of Repurchased Debt to be purchased or redeemed by the Company;
(k) the price at which such Repurchased Debt is to be purchased, if purchased;
(l) any underwriting, standby, or similar agreement between the Company and an
underwriter or underwriters;
(m) the use, form, execution, and delivery of the Securities, indentures, note
agreement, loan agreement, distribution agreement, reimbursement agreement,
warrant agreement, notes, or such other contracts or agreements, including
listing applications, as the Board or a Committee shall deem necessary or
appropriate;
(n) any transfer, authenticating, placement, exchange, distribution, or paying
agent, or registrar, trustee or underwriter, or any other person or entity
to act in connection with the Securities or the Repurchased Debt; including
the selection of a financial institution or institutions, whether foreign
or domestic, to advise the Company;
(o) whether the issuance of the Securities or the purchase or redemption of
Repurchased Debt is permitted under the terms of the Indentures; and
(p) such other terms, conditions, and provisions as the Board or a Committee
shall deem necessary or appropriate; and further
RESOLVED, That the elected officers of the Company be, and each of them
hereby is, authorized, in the name and on behalf of the Company, to execute the
Registration Statement with such changes therein as the officer executing the
same may approve, such execution to be conclusive evidence of such approval,
and to execute any and all amendments thereto as deemed necessary or desirable;
and further
RESOLVED, That upon the execution of the Registration Statement or any
amendments thereto, including post-effective amendments, by directors and
officers of the Company, as required by law, either in person or by a duly
authorized attorney or attorneys, the elected officers of the Company be, and
each of them hereby is, authorized to cause the Registration Statement and any
amendments thereto to be filed with the Securities and Exchange Commission (the
"Commission") and to execute and file all such instruments, make all such
payments, and to do such other acts and things as, in their opinion or in the
opinion of any of them, may be necessary or desirable in order to effect such
filing, to cause the Registration Statement to become effective, and to
maintain the Registration Statement in effect for as long as they deem it to be
in the best interests of the Company; and further
RESOLVED, That Paul W. Heldman and Bruce M. Gack, or either one of them,
be, and each of them hereby is, made, constituted, and appointed the true and
lawful attorneys-in-fact, with authority to sign and execute on behalf of this
Company, and on behalf of the directors and officers thereof in their official
capacities, the Registration Statement and any and all amendments thereto,
which either of them, in their discretion, deem necessary or advisable to be
filed with the Commission; and further
RESOLVED, That Paul W. Heldman, Vice President, Secretary and General
Counsel of the Company, whose address is 1014 Vine Street, Cincinnati, Ohio,
be, and he hereby is, designated as the Agent for Service to be named in the
Registration Statement, with authority to receive notices and communications
with respect to such Registration Statement and with all powers consequent upon
such designation under the rules and regulations of the Commission; and further
RESOLVED, That, subject to the limitations set forth in these resolutions,
the Securities Committee may approve the form of the Securities; that the
elected officers of the Company be, and each of them hereby is, authorized to
execute, in the name and on behalf of the Company, the Securities; that the
signature of each of such officers on the Securities may be manual or by
facsimile; that Securities
bearing the manual or facsimile signatures of individuals who were at any time
the elected officers of the Company shall bind the Company notwithstanding that
such individuals or any of them cease to hold such offices; that the elected
officers of the Company be, and each of them hereby is, authorized to deliver or
cause to be delivered the Securities for authentication and delivery in the
principal amount thereof as shall have been determined by the Board or a
Committee; and further
RESOLVED, That the elected officers of the Company be, and each of them
hereby is, authorized and directed, if such officer or officers shall deem it
necessary in connection with the offering of any of the Securities, to appoint
a withholding agent and attorney for the Company for the purpose of withholding
any and all taxes required to be withheld by the Company, under any Federal or
other laws or regulations from time to time in effect, from the interest paid
from time to time on the Securities, and to authorize and direct such agent to
make any and all payments and reports and to file any and all returns and
accompanying certificates with any governmental authority which such agent may
be permitted or required to make or file as such agent under such laws or
regulations; and further
RESOLVED, That the elected officers of the Company be, and each of them
hereby is, authorized in the name and on behalf of this Company to take any and
all action which they deem necessary or advisable to effect the registration or
qualification (or exemptions therefrom) of the Securities for issue, offer,
sale, or trade under the Blue Sky or securities laws of any State of the United
States of America, any Province of Canada, or of any other country 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 the
Securities for as long as they may deem necessary or as required by law; and
further
RESOLVED, That the elected officers of the Company be, and each of them
hereby is, authorized in the name and on behalf of this Company to execute and
file an application or applications for the listing of the Securities on the
New York Stock Exchange, to appear before officials of the New York Stock
Exchange 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 the Securities,
necessary, incidental, or convenient to effectuate such listing; and further
RESOLVED, That the elected officers of the Company be, and each of them
hereby is, authorized in the name and on behalf of this Company to execute and
cause to be filed with the Commission and the New York Stock Exchange an
application on Form 8-A, or such other form as may be required for the purpose
of registering the Securities on a national securities exchange, pursuant to
the Securities Exchange Act of 1934; and further
RESOLVED, That the elected officers of the Company be, and each of them
hereby is, authorized and directed to advise the Company's senior lenders and
the trustees under the Indentures of the issuance of Securities or the purchase
or redemption of Repurchased Debt, as any such officer shall deem necessary or
appropriate; and further
RESOLVED, That the Securities Committee and each of the elected officers of
the Company be, and each of them hereby is, authorized and directed to do and
perform, or cause to be done and performed, all such acts, deeds, and things
and to make, execute, and deliver, or cause to be made, executed, and
delivered, all such agreements, undertakings, documents, instruments, or
certificates, in the name and on behalf of the Company or otherwise, including,
without limitation, indentures, loan agreements, underwriting, placement,
exchange or agency agreements, and trust agreements, all as the Board or a
Committee or any of the elected officers deem necessary or appropriate to
effect the purposes and intent of the foregoing resolutions.