KROGER ADOPTS CORPORATE GOVERNANCE BEST PRACTICES

CINCINNATI, OH, December 9, 2005 – The Kroger Co. (NYSE: KR) today announced a set of corporate governance enhancements.

At a meeting Thursday, Kroger’s board of directors voted to recommend that shareholders approve the declassification of the board, in tandem with the elimination of cumulative voting, at the next annual meeting in June 2006. If the proposals are approved by shareholders, directors with terms expiring in 2006 and subsequent years will be elected to one-year terms so that by 2008, all directors will be elected annually. The board also recommended that shareholders approve:

• The elimination of the 75% supermajority requirement necessary to engage in certain transactions with shareholders owning 10% or more of the Company’s shares; and
• The opting out of the Ohio control share acquisition statute, which requires shareholder approval of proposed acquisitions of 20% or more of the voting power of the Company.

“These important enhancements reflect Kroger’s commitment to upholding the highest standards of corporate governance as best practices continue to evolve,” said David B. Dillon, Kroger chairman and chief executive officer.

Kroger’s board also adopted several other changes to the corporate governance guidelines. These changes include:

• “Poison Pill” – Kroger’s board will allow the Company’s warrant dividend plan to expire March 19, 2006.
• Executive Severance – Kroger’s board has adopted a policy that requires shareholder approval for any new severance arrangements with senior executives that would exceed 2.99 times average annual W-2 earnings over the prior five years. The limits would apply to any severance arrangement, regardless of any change-in-control provision.
• Majority Voting – Kroger’s board also adopted a policy requiring any director in an uncontested election who receives more “withheld” votes than “for” votes to tender his or her resignation. The Corporate Governance Committee or the remainder of the board will be required to act on that resignation within 90 days.

Kroger’s board also has asked the Corporate Governance Committee to study and recommend to the full board adoption of a policy requiring officers and directors to maintain certain levels of stock ownership.

Headquartered in Cincinnati, Ohio, Kroger is one of the nation’s largest retail grocery chains. At the end of the second quarter of fiscal 2005, the Company operated (either directly or through its subsidiaries) 2,515 supermarkets and multi-department stores in 32 states under two dozen local banners including Kroger, Ralphs, Fred Meyer, Food 4 Less, King Soopers, Smith’s and Smith’s Marketplace, Fry’s and Fry’s Marketplace, Dillons, QFC and City Market. Kroger also operated (either directly or through subsidiaries, franchise agreements, or operating agreements) 791 convenience stores, 431 fine jewelry stores, 559 supermarket fuel centers and 42 food processing plants. For more information about Kroger, please visit our web site at www.kroger.com.

This press release does not constitute a solicitation of proxies, which will be made after the filing of proxy materials with the Securities and Exchange Commission.

This press release contains certain forward-looking statements about the future performance of the Company. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. Such statements are indicated by the word “will.” The Company’s intention to permit the warrant dividend plan to expire could be affected by actions taken by others prior to the expiration date that the Board determines are not in the best interests of the Company, its shareholders and other constituents. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially. We assume no obligation to update the information contained herein. Please refer to Kroger’s reports and filings with the Securities and Exchange Commission for a further discussion of these risks and uncertainties.

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