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 25,000,000 additional shares of common stock, 12,500,000 preferred stock purchase rights associated therewith 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 25,000,000 additional shares, 12,500,000 preferred stock purchase rights associated therewith 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, Preferred Stock purchase rights 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 12,500,000 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 Common Stock may be

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