1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer and director 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-4 or other
appropriate form, of shares of the Common Stock of the Company and related
Preferred Share Purchase Rights with respect to the Agreement and Plan of
Merger, dated as of October 18, 1998, among the Company, Jobsite Holdings, Inc.,
and Fred Meyer, Inc.: (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 that 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.
/s/ David B. Dillon October 30, 1998
- ---------------------------------------------------------
Name: David B. Dillon
Title: President, Chief Operating Officer
and Director
2
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned director 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-4 or other appropriate
form, of shares of the Common Stock of the Company and related Preferred Share
Purchase Rights with respect to the Agreement and Plan of Merger, dated as of
October 18, 1998, among the Company, Jobsite Holdings, Inc., and Fred Meyer,
Inc.: (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 that 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.
/s/ Reuben V. Anderson October 29, 1998
- ---------------------------------------------------------
Name: Reuben V. Anderson
Title: Director
3
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned director 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-4 or other appropriate
form, of shares of the Common Stock of the Company and related Preferred Share
Purchase Rights with respect to the Agreement and Plan of Merger, dated as of
October 18, 1998, among the Company, Jobsite Holdings, Inc., and Fred Meyer,
Inc.: (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 that 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.
/s/ John L. Clendenin October 29, 1998
- ---------------------------------------------------------
Name: John L. Clendenin
Title: Director
4
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned director 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-4 or other appropriate
form, of shares of the Common Stock of the Company and related Preferred Share
Purchase Rights with respect to the Agreement and Plan of Merger, dated as of
October 18, 1998, among the Company, Jobsite Holdings, Inc., and Fred Meyer,
Inc.: (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 that 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.
/s/ John T. LaMacchia October 29, 1998
- ---------------------------------------------------------
Name: John T. LaMacchia
Title: Director
5
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned director 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-4 or other appropriate
form, of shares of the Common Stock of the Company and related Preferred Share
Purchase Rights with respect to the Agreement and Plan of Merger, dated as of
October 18, 1998, among the Company, Jobsite Holdings, Inc., and Fred Meyer,
Inc.: (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 that 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.
/s/ Edward M. Liddy October 29, 1998
- ---------------------------------------------------------
Name: Edward M. Liddy
Title: Director
6
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned director 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-4 or other appropriate
form, of shares of the Common Stock of the Company and related Preferred Share
Purchase Rights with respect to the Agreement and Plan of Merger, dated as of
October 18, 1998, among the Company, Jobsite Holdings, Inc., and Fred Meyer,
Inc.: (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 that 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.
/s/ John D. Ong October 29, 1998
- ---------------------------------------------------------
Name: John D. Ong
Title: Director
7
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned director 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) her true
and lawful attorney-in-fact and agent for her and on her behalf and in her name,
place and stead, to sign, execute and affix 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-4 or other appropriate
form, of shares of the Common Stock of the Company and related Preferred Share
Purchase Rights with respect to the Agreement and Plan of Merger, dated as of
October 18, 1998, among the Company, Jobsite Holdings, Inc., and Fred Meyer,
Inc.: (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 that 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 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, I have hereunto set my hand.
/s/ Katherine D. Ortega October 30, 1998
- ---------------------------------------------------------
Name: Katherine D. Ortega
Title: Director
8
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned director 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-4 or other appropriate
form, of shares of the Common Stock of the Company and related Preferred Share
Purchase Rights with respect to the Agreement and Plan of Merger, dated as of
October 18, 1998, among the Company, Jobsite Holdings, Inc., and Fred Meyer,
Inc.: (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 that 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.
/s/ Clyde R. Moore October 29, 1998
- ---------------------------------------------------------
Name: Clyde R. Moore
Title: Director
9
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned director 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-4 or other appropriate
form, of shares of the Common Stock of the Company and related Preferred Share
Purchase Rights with respect to the Agreement and Plan of Merger, dated as of
October 18, 1998, among the Company, Jobsite Holdings, Inc., and Fred Meyer,
Inc.: (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 that 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.
/s/ T. Ballard Morton, Jr. October 29, 1998
- ---------------------------------------------------------
Name: T. Ballard Morton, Jr.
Title: Director
10
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned director 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-4 or other appropriate
form, of shares of the Common Stock of the Company and related Preferred Share
Purchase Rights with respect to the Agreement and Plan of Merger, dated as of
October 18, 1998, among the Company, Jobsite Holdings, Inc., and Fred Meyer,
Inc.: (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 that 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.
/s/ Thomas H. O'Leary November 5, 1998
- ---------------------------------------------------------
Name: Thomas H. O'Leary
Title: Director
11
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned director 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) her true
and lawful attorney-in-fact and agent for her and on her behalf and in her name,
place and stead, to sign, execute and affix 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-4 or other appropriate
form, of shares of the Common Stock of the Company and related Preferred Share
Purchase Rights with respect to the Agreement and Plan of Merger, dated as of
October 18, 1998, among the Company, Jobsite Holdings, Inc., and Fred Meyer,
Inc.: (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 that 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 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, I have hereunto set my hand.
/s/ Martha Romayne Seger October 29, 1998
- ---------------------------------------------------------
Name: Martha Romayne Seger
Title: Director
12
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned director 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-4 or other appropriate
form, of shares of the Common Stock of the Company and related Preferred Share
Purchase Rights with respect to the Agreement and Plan of Merger, dated as of
October 18, 1998, among the Company, Jobsite Holdings, Inc., and Fred Meyer,
Inc.: (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 that 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.
/s/ James D. Woods October 29, 1998
- ---------------------------------------------------------
Name: James D. Woods
Title: Director