Smiths Food & Drug Centers Inc Watch

from S-3 ~20 pages Underwriting agreement

from SC 13D 1 page Exhibit 1 Joint Filing Agreement in Accordance With Rule 13d-1(f) Promulgated Under the Securities Exchange Act of 1934, as Amended, the Undersigned Hereby Agree to the Joint Filing With All Other Reporting Persons (As Such Term Is Defined in the Schedule 13d Referred to Below) on Behalf of Each of Them of a Statement on Schedule 13d (Including Amendments Thereto) With Respect to the Class B Common Stock, Par Value $.01 Per Share (The "Class B Common Stock" ), of Smith's Food & Drug Centers, Inc., a Delaware Corporation, and That This Agreement May Be Included as an Exhibit to Such Joint Filing. in Witness Whereof, the Undersigned Hereby Execute This Agreement as of May 21, 1997. /S/ Jeffrey P. Smith Jeffrey P. Smith /S/ Fred L. Smith Fred L. Smith /S/ Richard D. Smith Richard D. Smith the Dee Glen Smith Marital Trust By: /S/ Jeffrey P. Smith Name: Jeffrey P. Smith Title: Trustee Trust for the Children of Jeffrey P. Smith By: /S/ Jeffrey P. Smith Name: Jeffrey P. Smith Title: Trustee Trust for the Children of Fred L. Smith By: /S/ Fred L. Smith Name: Fred L. Smith Title: Trustee Trust for the Children of Richard D. Smith By: /S/ Richard D. Smith Name: Richard D. Smith Title: Trustee 1

from SC 13D/A ~10 pages Underwriting agreement

from SC 13D 1 page <page> Exhibit 1 Joint Filing Agreement in Accordance With Rule 13d-1(f) Promulgated Under the Securities Exchange Act of 1934, as Amended, the Undersigned Hereby Agree to the Joint Filing With All Other Reporting Persons (As Such Term Is Defined in the Schedule 13d Referred to Below) on Behalf of Each of Them of a Statement on Schedule 13d (Including Amendments Thereto) With Respect to the Class B Common Stock, Par Value $.01 Per Share (The "Class B Common Stock"), of Smith's Food & Drug Centers, Inc., a Delaware Corporation, and That This Agreement May Be Included as an Exhibit to Such Joint Filing. in Witness Whereof, the Undersigned Hereby Execute This Agreement as of May 31, 1996. Yucaipa Arizona Partners, L.P. Yucaipa Smitty's Partners, L.P. Yucaipa Smitty's Partners II, L.P. Yucaipa Ssv Partners, L.P. By: The Yucaipa Companies Its General Partner By: /S/ Mark A. Resnik Mark A. Resnik General Partner the Yucaipa Companies By: /S/ Mark A. Resnik Mark A. Resnik General Partner

from SC 13E4/A ~10 pages Larry F. Klang V. Smith's Food & Drug Centers, Inc.

from S-3/A ~20 pages Underwriting Agreement

from S-3/A ~20 pages Form of Underwriting Agreement