THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Kroger Co. (The) (KR)

5/15/2006 Proxy Information

Mr. McMullen served as Executive Vice President of Strategy, Planning and Finance of The Kroger Co. until 2003 and was Chief Financial Officer until 2000.

5/16/2005 Proxy Information

Mr. McMullen served as Executive Vice President of Strategy, Planning and Finance of The Kroger Co. until 2003 and was Chief Financial Officer until 2000.

5/14/2004 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.

5/15/2003 Proxy Information

The law firm of Phelps Dunbar, of which Reuben V. Anderson is a partner, rendered legal services to the Company that resulted in fees paid to the law firm by the Company in 2002 of $44,397. The management of the Company has determined that amounts paid by the Company for the services are fair and competitive. As of January 1, 2003, Phelps Dunbar no longer provides legal services to the Company .-Proxy 2003

The Company had a management agreement for management and financial services with The Yucaipa Companies (“Yucaipa”), whose managing general partner became Chairman of the Executive Committee of the Board, effective May 27, 1999, but who resigned from the Board of Directors on January 8, 2001.

Yucaipa, or an affiliate or former partner of an affiliate, holds warrants for the purchase of up to 4.3 million shares of Common Stock at an exercise price of $11.91 per share. Of those warrants, 0.6 million expire in 2005 and 3.7 million expire in 2006. Additionally, at the option of the holder, the warrants are exercisable without the payment of cash consideration. Under this condition, the Company will withhold upon exercise the number of shares having a market value equal to the aggregate exercise price from the shares issuable.