CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO
THE AMENDED ARTICLES OF INCORPORATION OF
THE KROGER CO.
Joseph A. Pichler, Chairman of the Board and Chief Executive Officer, and Paul W. Heldman, Senior Vice
President, Secretary, and General Counsel, of The Kroger Co., an Ohio corporation for profit with its principal
office at 1014 Vine Street, Cincinnati, Ohio (the "Corporation"), do hereby certify that a meeting of the
shareholders of the Corporation was duly called for the purpose of, among other items, adopting this amendment
and held on May 14, 1998, at which meeting a quorum of the shareholders was present in person or by proxy,
and by the affirmative vote of the holders of shares entitling them to exercise 73% of the voting power of the
Corporation, the following resolution was adopted:
"RESOLVED, That Article Fourth, Section A. of the Amended Articles of Incorporation of this Corporation be
amended to read as follows:
FOURTH. SECTION A. The maximum number of shares which the Corporation is authorized to have
outstanding is one billion five million (1,005,000,000), classified as follows:
five million (5,000,000) Cumulative Preferred Shares of the par value of $100.00 each; and one billion
(1,000,000,000) Common Shares of the par value of $1.00 each.
The express terms and provisions of the shares of the foregoing classes of stock of the Corporation shall be as
IN WITNESS WHEREOF, we, acting for and on behalf of the Corporation, have executed and subscribed this
Certificate of Amendment and do affirm the foregoing as true under the penalties of perjury and have affixed the
seal of the Corporation on this 21st day of October, 1998.
THE KROGER CO.
By: (Joseph A. Pichler)
Joseph A. Pichler
Chairman of the Board and Chief
By: (Paul W. Heldman)
Paul W. Heldman
Senior Vice President, Secretary,
and General Counsel