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Exhibit 24
RESOLUTION
WHEREAS, The Kroger Co. Savings Plan was previously adopted by the Board of
Directors of this Company on November 30, 1984, (the "Plan"); and
WHEREAS, the Company desires to register 12,000,000 additional shares of common
stock and an indeterminate amount of plan interests associated therewith under
the Plan; now, therefore,
RESOLVED, That the officers of the Company be, and they hereby are, authorized
to execute a Registration Statement for the Plan on behalf of the Company on
Form S-8 (the "Registration Statement"), for the purpose of registering
12,000,000 additional shares and accompanying plan interests under the Plan and
to file the same with the Securities and Exchange Commission in the form the
officers executing the same 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 Heldman and Bruce M. Gack, or either 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 Heldman, Senior Vice President, Secretary and General
Counsel of this 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, and authorized to receive notices and communications,
with respect to the registration under the Securities Act of 1933, as amended,
of the proposed issues of the aforesaid shares of Common Stock and the plan
interests 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 be, and they hereby are, authorized
to list the shares of Common Stock subject to the Plan, along with 6,000,000
rights under the Company's Warrant Dividend Plan, with the New York Stock
Exchange and to take any and all actions, and prepare, execute, and file any and
all applications, documents, reports, exhibits, agreements, and other papers,
including an indemnity agreement relating to the use of facsimile signatures in
the execution of the 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 Heldman, its Chairman of the Board, and Secretary,
respectively, and said shares of
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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 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 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
all such further acts and things, to prepare, execute and deliver and, where
necessary or appropriate, file with the appropriate governmental authorities,
all such certificates, contracts, agreements, registration statements,
documents, applications, instruments, or other papers, as in their judgment, or
in the judgment of any of them shall be necessary or appropriate to carry out,
comply with and effectuate the purposes and intents of the foregoing resolutions
and the various transactions contemplated thereby, including such changes to or
restatements of the prospectus for the Plan as may be necessary or desirable in
the judgment of the officers, upon advice of counsel.
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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
along with an appropriate number of Preferred Stock Purchase Rights pursuant to
the Company's Warrant Dividend Plan and an indeterminate number of plan
interests associated therewith with respect to the selling of any such stock to
the employees of the Company or its subsidiaries pursuant to The Kroger Co.
Savings 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 14, 2000
------------------------------------
Chairman and Chief Executive Officer
& Director
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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
along with an appropriate number of Preferred Stock Purchase Rights pursuant to
the Company's Warrant Dividend Plan and an indeterminate number of plan
interests associated therewith with respect to the selling of any such stock to
the employees of the Company or its subsidiaries pursuant to The Kroger Co.
Savings 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.
(J. Michael Schlotman)
------------------------------------
J. Michael Schlotman
Group Vice President &
Chief Financial Officer
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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
along with an appropriate number of Preferred Stock Purchase Rights pursuant to
the Company's Warrant Dividend Plan and an indeterminate number of plan
interests associated therewith with respect to the selling of any such stock to
the employees of the Company or its subsidiaries pursuant to The Kroger Co.
Savings 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.
(M. Elizabeth Van Oflen) September 14, 2000
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M. Elizabeth Van Oflen
Vice President and Corporate Controller
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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 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 along with an appropriate number
of Preferred Stock Purchase Rights pursuant to the Company's Warrant Dividend
Plan and an indeterminate number of plan interests associated therewith with
respect to the selling of any such stock to the employees of the Company or its
subsidiaries pursuant to The Kroger Co. Savings 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, the undersigned directors have hereunto set their hands and
seals, as of the 14th day of September, 2000.
(John L. Clendenin) (Carlton J. Jenkins)
(Steven R. Rogel) (Reuben V. Anderson)
(Katherine D. Ortega) (Bobby S. Shackouls)
(T. Ballard Morton, Jr.) (James D. Woods)
(Ronald W. Burkle) (Clyde R. Moore)
(Joseph A. Pichler)
(David B. Dillon)
(John T. LaMacchia)
(Edward M. Liddy)
