Associate Stock Purchase Plan - Fleming Companies Inc.


                FLEMING COMPANIES, INC. ASSOCIATE STOCK PURCHASE PLAN












                          Effective Date: July 1, 1997
                                       


              FLEMING COMPANIES, INC. ASSOCIATE STOCK PURCHASE PLAN

                               TABLE OF CONTENTS


ARTICLE I     NAME AND PURPOSE OF PLAN . . . . . . . . . . . . . . . . .  B-1
              1.1  Name of Plan. . . . . . . . . . . . . . . . . . . . .  B-1
              1.2  Purpose . . . . . . . . . . . . . . . . . . . . . . .  B-1
                                                                         
ARTICLE II    DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . .  B-1
              2.1  Definitions . . . . . . . . . . . . . . . . . . . . .  B-1
              2.2  Construction. . . . . . . . . . . . . . . . . . . . .  B-3
                                                                         
ARTICLE III   FUNDING AND EARLY WITHDRAWAL OF ACCOUNTS . . . . . . . . .  B-3
              3.1  Stock Purchase Accounts . . . . . . . . . . . . . . .  B-3
              3.2  Participant's Contributions . . . . . . . . . . . . .  B-3
              3.3  Continued Participation; Voluntary Withdrawal         
                   from Plan . . . . . . . . . . . . . . . . . . . . . .  B-4
              3.4  Withdrawal by Terminating Participant . . . . . . . .  B-4
              3.5  Reparticipation . . . . . . . . . . . . . . . . . . .  B-4
              3.6  Interest Accrual. . . . . . . . . . . . . . . . . . .  B-4

ARTICLE IV    EXERCISE OF STOCK OPTION . . . . . . . . . . . . . . . . .  B-5
              4.1  Exercise. . . . . . . . . . . . . . . . . . . . . . .  B-5
              4.2  Amount of Shares of Stock . . . . . . . . . . . . . .  B-5
              4.3  Distribution. . . . . . . . . . . . . . . . . . . . .  B-5
              4.4  Issuance of Shares; Stock Certificates. . . . . . . .  B-6

ARTICLE V     MAXIMUM SHARES OF STOCK AVAILABLE  . . . . . . . . . . . .  B-6
              5.1  Maximum Number of Shares Available to Participants. .  B-6
              5.2  Maximum Authorized Shares . . . . . . . . . . . . . .  B-6
              5.3  Termination of Offering for the Second and 
                   Subsequent Purchase Periods . . . . . . . . . . . . .  B-6

ARTICLE VI    ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . .  B-6
              6.1  Appointment of Committee. . . . . . . . . . . . . . .  B-6
              6.2  Committee Powers and Duties . . . . . . . . . . . . .  B-6
              6.3  Committee to Make Rules and Interpret Plan. . . . . .  B-6

ARTICLE VII   AMENDMENT OF THE PLAN. . . . . . . . . . . . . . . . . . .  B-7

ARTICLE VIII  RECAPITALIZATION AND EFFECT OF CERTAIN TRANSACTIONS. . . .  B-7
              8.1  Stock Adjustments . . . . . . . . . . . . . . . . . .  B-7
              8.2  Effect of Certain Transactions. . . . . . . . . . . .  B-7

ARTICLE IX    MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . .  B-8
              9.1  Notices . . . . . . . . . . . . . . . . . . . . . . .  B-8
              9.2  Application of the Funds. . . . . . . . . . . . . . .  B-8
              9.3  Repurchase of Stock . . . . . . . . . . . . . . . . .  B-8
              9.4  Alternate Contribution Methods. . . . . . . . . . . .  B-8
              9.5  Nonassignability. . . . . . . . . . . . . . . . . . .  B-8
              9.6  Government Regulation . . . . . . . . . . . . . . . .  B-8

                                     -i-


              9.7  Effective Date of Plan. . . . . . . . . . . . . . . .  B-8
              9.8  Termination of Plan . . . . . . . . . . . . . . . . .  B-8
              9.9  No Obligations to Exercise Stock Option . . . . . . .  B-8
              9.10 Right to Continued Employment . . . . . . . . . . . .  B-9
              9.11 Reliance on Reports . . . . . . . . . . . . . . . . .  B-9
              9.12 Applicable Law. . . . . . . . . . . . . . . . . . . .  B-9
              9.13 Construction. . . . . . . . . . . . . . . . . . . . .  B-9
                                       




                                     -ii-


            FLEMING COMPANIES, INC. ASSOCIATE STOCK PURCHASE PLAN
                                       
                                  ARTICLE I

                           NAME AND PURPOSE OF PLAN

     1.1  NAME OF PLAN.  This Plan shall be known as: Fleming Companies, Inc. 
Associate Stock Purchase Plan.

     1.2  PURPOSE.  The Fleming Companies, Inc. Associate Stock Purchase 
Plan, by offering Associates the opportunity to purchase the Company's Stock 
through payroll deductions, is intended to encourage participation in the 
ownership and economic progress of the Company.  Associates may only be 
granted Stock Options to purchase Stock.  Except as otherwise provided in the 
Plan, by reason of their employment relationship with the Company and/or the 
Employer, all Associates of all Employers will be eligible to participate in 
the Plan.

                                  ARTICLE II

                                 DEFINITIONS

     2.1  DEFINITIONS.  Where the following capitalized words and phrases 
appear in either a singular or plural form in this instrument, they shall 
have the respective meanings set forth below unless a different context is 
clearly expressed herein.

          (a)  ACCOUNT AND ACCOUNT BALANCE:

               (i)  The word 'Account' shall mean the record established and
          maintained to record the interest in the Plan of each Participant in
          accordance with Article III.

               (ii) The words 'Account Balance' shall mean the credited balance
          standing in a Participant's Account from time to time.

          (b)  ASSOCIATE:  The word 'Associate' shall mean any person employed
     by the Employer on the basis of an employer-employee relationship who
     receives remuneration for personal services rendered to the Employer.

          (c)  BOARD:  The word 'Board' shall mean the Board of Directors of the
     Company.

          (d)  CODE:  The word 'Code' shall mean the Internal Revenue Code of
     1986, as amended from time to time.

          (e)  COMMITTEE:  The word 'Committee' shall mean the Compensation
     Committee of the Board referred to in Article VI.

          (f)  COMPANY:  The word 'Company' shall mean Fleming Companies, Inc..
     an Oklahoma corporation.

          (g)  EMPLOYER:  The word 'Employer' shall mean the Company and any
     Subsidiary of the Company.

          (h)  EXERCISE DATE:  The words 'Exercise Date' shall mean June 30 of
     any year during which the Plan is in existence, being June 30, 1998, 1999,
     2000, 2001 and 2002.

                                     B-1


          (i)  FAIR MARKET VALUE:  The words 'Fair Market Value' shall mean (A)
     during such time as the Stock is listed upon the New York Stock Exchange or
     other exchanges or the NASDAQ/National Market System, the closing price of
     the Stock on such stock exchange or exchanges or the NASDAQ/ National
     Market System on the day for which such value is to be determined, or if no
     sale of the Stock shall have been made on any such stock exchange or the
     NASDAQ/National Market System that day, on the next preceding day on which
     there was a sale of such Stock or (B) during any such time as the Stock is
     not listed upon an established stock exchange or the NASDAQ/National Market
     System, the mean between dealer 'bid' and 'ask' prices of the Stock in the
     over-the-counter market on the day for which such value is to be
     determined, as reported by the National Association of Securities Dealers,
     Inc.

          (j)  GRANTING DATE:  The words 'Granting Date' shall mean the
     beginning of each applicable Purchase Period, being July 1, 1997, 1998,
     1999, 2000, 2001 and 2002.

          (k)  OPTION AGREEMENT:  The words 'Option Agreement' shall mean an
     agreement to be executed by the Participant and the Company, which shall
     comply with the terms of the Plan and shall be in such form as the
     Committee agrees upon from time to time.

          (l)  OPTION PRICE:  The words 'Option Price' shall mean the price
     which shall be paid by the Participant from his Account for any Stock
     purchased on an applicable Exercise Date pursuant to any Stock Option
     granted to such Participant; provided, such option price shall be the
     lesser of: 

               (i) 85% of the per share Fair Market Value on the Granting Date
          of the Purchase Period applicable to such Participant: or 

               (ii) 85% of the per share Fair Market Value on the Exercise Date
          of the Purchase Period applicable to such Participant.

     Provided, in no event shall the Option Price per share be less than the par
     value of the Stock.

          (m)  PARTICIPANT:  The word 'Participant' shall mean an Associate (i)
     who executes with the Company an Option Agreement on or prior to a Granting
     Date, (ii) who on such Granting Date has been continuously employed by the
     Employer for at least six months, and (iii) whose customary employment is
     more than 20 hours per week and more than five months in any calendar year.
     Provided, for purposes of calculating the foregoing six month service
     requirement for an Associate, all employment service with the Company and
     its subsidiaries will be recognized.  The word 'Participant' shall also
     include the legal representative of a deceased Participant, and a
     Participant who, within three months prior to the end of the applicable
     Purchase Period for which he is a Participant, terminates his employment
     with the Employer on account of (i) retirement on or after age 55, (ii)
     retirement because of disability, (iii) lay off by the Employer, or (iv) an
     authorized leave of absence granted by the Employer.  'Disability' for
     purposes of this Subsection (m) shall mean a physical or mental condition
     which, in the judgment of the Committee, totally and permanently prevents a
     Participant from engaging in any substantial gainful employment with the
     Employer.  A determination that disability exists shall be based upon
     independent medical evidence satisfactory to the Committee.  In the event
     that any Employer ceases to be a Subsidiary of the Company, the Associates
     of such Employer will be deemed to have terminated employment as of such
     date.

          (n)  PLAN:  The word 'Plan' shall mean this Fleming Companies, Inc.
     Associate Stock Purchase Plan, and any amendments thereto.

          (o)  PURCHASE PERIOD: The words 'Purchase Period' shall mean any one
     year period commencing on July 1 and ending on June 30 of each year during
     which the Plan is in existence, as follows: 

               (i) 'First Purchase Period'--July 1, 1997 through June 30, 1998.

                                     B-2


               (ii) 'Second Purchase Period'--July 1, 1998 through June 30,
          1999.

               (iii) 'Third Purchase Period'--July 1, 1999 through June 30,
          2000.

               (iv) 'Fourth Purchase Period'--July 1, 2000 through June 30,
          2001.

               (v) 'Fifth Purchase Period'--July 1, 2001 through June 30, 2002.

          (p)  STOCK:  The word 'Stock' shall mean any of the total number of
     shares of common stock of the Company being authorized for issuance
     pursuant to the terms of the Plan in accordance with Article V. 

          (q)  STOCK OPTION:  The words 'Stock Option' shall mean the right of a
     Participant on an applicable Exercise Date to purchase the number of whole
     shares of Stock as provided in Article IV. 

          (r)  SUBSIDIARY:  The word 'Subsidiary' shall mean any present or
     future subsidiary corporation of the Company as defined in Section 424 of
     the Code.

          (s)  TERMINATING PARTICIPANT:  The words 'Terminating Participant'
     shall mean a Participant who terminates his employment for reasons other
     than those set forth in Subsection 2.1(m).

     2.2  CONSTRUCTION.  The masculine gender, where appearing in the Plan, 
shall be deemed to include the feminine gender, unless the context clearly 
indicates to the contrary.  Any word appearing herein in the plural shall 
include the singular, where appropriate, and likewise the singular shall 
include the plural, unless the context clearly indicates to the contrary.


                                     ARTICLE III

                       FUNDING AND EARLY WITHDRAWAL OF ACCOUNTS

     3.1  STOCK PURCHASE ACCOUNTS.  As of the applicable Granting Date, there 
shall be established and maintained under the Plan in the name of each 
Participant (who is a Participant with respect to the Purchase Period 
pertaining to such Granting Date) an Account which shall be debited and 
credited in accordance with the following Sections of this Article III.

     3.2  PARTICIPANT'S CONTRIBUTIONS.  By becoming a Participant, 
authorization shall be deemed to be automatically given by the Participant 
for his periodic contributions which shall be credited to his Account 
calculated as follows: 

          FIRST:  The Participant's basic compensation rate (excluding any form
     of extraordinary compensation such as overtime, prizes, bonuses,
     commissions, reimbursed relocation expenses and the like), as of the date
     ('Determination Date') which is three months prior to the applicable
     Granting Date, shall be determined and annualized ('Annual Compensation'). 
     Increases in such basic compensation rate after such Determination Date
     shall be disregarded for that Purchase Period, Decreases in such basic
     compensation rate shall be adjusted as provided hereinafter.

          SECOND:  Prior to the applicable Granting Date, the Participant shall
     elect in his Option Agreement filed with the Committee a percentage of
     either 1%, 2%, 3%, 4%, 5%, or 6% ('Contribution Rate'); provided, an
     election, once effective with respect to the first Purchase Period
     applicable to such Participant following such election cannot thereafter be
     changed; and provided, a Participant may elect to change his Contribution
     Rate for succeeding Purchase Periods by notifying the Committee within 10
     days of any succeeding Granting Date.  If a Participant receives a
     'hardship withdrawal' from a cash or deferred arrangement established by


                                     B-3


     the Employer under Code Section 401(k), he shall be prohibited from making
     contributions to his Account under this Plan for a period of 12 months
     after receipt of such hardship distribution.

          THIRD:  The Participant's Annual Compensation for the applicable
     Purchase Period shall be multiplied by his Contribution Rate, and the
     product thereof shall equal his aggregate maximum contributions ('Aggregate
     Contributions') to be made under the Plan for the applicable Purchase
     Period.

          FOURTH:  A Participant's Aggregate Contributions shall be divided by
     the number of his payroll payment dates falling within the applicable
     Purchase Period to determine the dollar amount of equal periodic
     contributions which shall be withheld by the Employer by payroll deduction.
     If a Participant's number of payroll payment dates thereafter shall be
     changed, appropriate adjustment shall be made so that equal periodic
     contributions shall be made.  Provided, in the event that a Participant
     incurs a decrease in his basic compensation during any Purchase Period, and
     such Participant is not a Terminating Participant or has not voluntarily
     withdrawn from the Plan, then, in such event, and if requested by the
     Participant, appropriate adjustments will be made by the Committee to
     reduce the maximum amount of periodic contributions which such Participant
     would otherwise make pursuant to the Plan to his Stock Purchase Account. 
     The reduction shall occur by determining the Participant's reduced basic
     compensation rate and then multiplying such rate by the Contribution Rate
     which such Participant had previously elected for that Purchase Period. 
     This reduced amount thereafter will be credited to the Stock Purchase
     Account of such Participant for the balance of the applicable Purchase
     Period.

     3.3  CONTINUED PARTICIPATION; VOLUNTARY WITHDRAWAL FROM PLAN.  Once a
Participant elects to participate in the Plan, he shall thereafter remain as a
Participant until expiration or termination of the Plan, unless he otherwise
withdraws from, or otherwise becomes ineligible to participate in the Plan.  A
legal representative of a deceased participant and a Participant who terminates
employment for any reasons specified in Subsection 2.1(m) within three months
prior to the end of the applicable Purchase Period will continue to be a
Participant in the Plan until the next succeeding Exercise Date unless such
Participant or his representative (in the event of the Participant's death)
elects to withdraw from the Plan pursuant to this Section 3.3.  A Participant
may withdraw from the Plan at any time by filing a written notice with the
Committee of withdrawal prior to the next applicable Exercise Date.  Upon a
Participant's withdrawal, his entire Account Balance, if any, on the date of
withdrawal shall be refunded to him.

     3.4  WITHDRAWAL BY TERMINATING PARTICIPANT.  A Terminating Participant 
shall be deemed to have made an election to withdraw from the Plan on the 
date his employment terminates.  Upon such withdrawal, his entire Account 
Balance, if any, on the date of withdrawal, shall be refunded to him.

     3.5  REPARTICIPATION.  A Participant who withdraws under Section 3.3 
within any Purchase Period shall not be eligible to reenter the Plan with 
respect to the same Purchase Period; provided, a Participant who withdraws 
from the Plan under Section 3.3 prior to the end of any Purchase Period shall 
not be precluded from becoming a Participant with respect to any succeeding 
Purchase Period if he satisfies the eligibility requirements of the Plan.

     3.6  INTEREST ACCRUAL.  With respect to the refund or distribution of an 
Account Balance under either of Sections 3.3 or 3.4, no interest shall be 
paid or payable.  If the Plan is terminated under either of Sections 8.2 or 
9.8, the refund of an Account Balance shall be with interest at a per annum 
rate of 5% and shall be computed upon the average balance in such 
Participant's Account for the period of time following the Granting Date 
applicable to such Participant and ending on the day of the withdrawal or 
distribution.

                                      B-4



                                  ARTICLE IV

                           EXERCISE OF STOCK OPTION

     4.1  EXERCISE.  If a Participant has not made an earlier election to 
withdraw pursuant to either of Sections 3.3 or 3.4, he shall be deemed to 
have elected to exercise his Stock Option as of each Exercise Date with 
respect to the applicable Purchase Periods.

     4.2  AMOUNT OF SHARES OF STOCK.

          (a)  Subject to the Subsection (b) following, the whole number of
     shares of Stock to which a Participant shall be entitled ('Total Stock
     Entitlement') upon the applicable Exercise Date shall be determined under
     the following formula: 

          ACCOUNT BALANCE
          --------------- = Total Stock Entitlement
          Option Price

     Provided, the Account Balance for purposes of this Section 4.2 shall be
     determined without crediting any interest thereon.

          (b)  The Total Stock Entitlement computed for each Participant shall
     be reduced to the extent that any of the following Subsections shall apply:

               (i)  No Participant shall be entitled to participate in the Plan
          to a greater extent than that permitted under Section 423(b)(3) of the
          Code.  Thus, no Employee may be granted a Stock Option if such
          Employee, immediately after the Stock Option is granted, owns stock
          possessing five percent or more of the total combined voting power or
          value of all classes of stock of the Company or of its parent or any
          Subsidiary (if applicable).  For purposes of this Subsection, the
          rules of Section 424(d) of the Code shall apply in determining the
          stock ownership of an individual, and stock which the Employee may
          purchase under all outstanding stock options shall be treated as stock
          owned by the Employee.

               (ii) No Participant shall be entitled to participate in the Plan
          to a greater extent than that permitted under Section 423(b)(8) of the
          Code.  Thus, no Employee may be granted a Stock Option which permits
          his rights to purchase stock under all such 'employee stock ownership
          plans' of the Company and its parent or any Subsidiary (if applicable)
          intended to qualify under Section 423 of the Code to accrue at a rate
          which exceeds $25,000 of fair market value of such stock (determined
          at the time such Stock Option is granted) for each calendar year in
          which such Stock Option is outstanding at any time.  For purposes of
          this Subsection, (1) the right to purchase stock under an option
          accrues when the option (or any portion thereof) first becomes
          exercisable during the calendar year; (2) the right to purchase stock
          under an option accrues at the rate provided in the option, but in no
          case may such rate exceed $25,000 of fair market value of such stock
          (determined at the time such stock option is granted) for any one
          calendar year; and (3) a right to purchase stock which has accrued
          under one option granted pursuant to any such plan may not be carried
          over to any other such stock option.

     4.3  DISTRIBUTION.  A Participant's Total Stock Entitlement as 
determined under Section 4.2 shall be distributed to him pursuant to Section 
4.4(b) together with any cash which is not applied toward the purchase of 
whole shares of Stock.  No interest shall be payable upon such refunded 
Account Balance.

                                      B-5


     4.4  ISSUANCE OF SHARES; STOCK CERTIFICATES.

          (a)  The shares of Stock purchased by a Participant on the applicable
     Exercise Date shall for all purposes, be deemed to have been issued and
     sold at the close of business on such Exercise Date.  Prior to that time,
     none of the rights or privileges of a stockholder of the Company shall
     exist with respect to such shares.

          (b)  As soon as practicable after each Exercise Date, the Company
     shall issue and deliver a certificate, registered in the Participant's
     name, for the number of shares of Stock purchased.


                                  ARTICLE V

                      MAXIMUM SHARES OF STOCK AVAILABLE

     5.1  MAXIMUM NUMBER OF SHARES AVAILABLE TO PARTICIPANTS.  If on the 
Exercise Date of any Purchase Period the Total Stock Entitlement for all 
Participants, determined under Section 4.2 hereof exceeds the number of 
shares of Stock available for issuance under the Plan, there shall be a 
proportionate reduction for the ensuing applicable Purchase Period of each 
Participant's Total Stock Entitlement in order to eliminate such excess.

     5.2  MAXIMUM AUTHORIZED SHARES.  Subject to adjustment under Article 
VIII, the maximum number of shares of Stock which may be issued under the 
Plan shall not in the aggregate exceed 60,000 shares of Stock.

     5.3  TERMINATION OF OFFERING FOR THE SECOND AND SUBSEQUENT PURCHASE 
PERIODS.  If in the opinion of the Committee, there is insufficient Stock 
available for Stock Options at any Granting Date after the July 1, 1997 
Granting Date, the Committee may terminate the offering contemplated for any 
or all succeeding Purchase Periods.


                                  ARTICLE VI

                                ADMINISTRATION

     6.1  APPOINTMENT OF COMMITTEE.  The Plan shall be administered by the 
Committee appointed by the Board and consisting of not less than two members 
from the Board none of whom shall be employees of the Company or a subsidiary 
of the Company while serving on the Committee.  The members of the Committee 
shall serve at the pleasure of the Board and shall be ineligible to 
participate under the Plan.  Any member may serve concurrently as a member of 
any other administrative committee of any other plan of the Company or its 
affiliates entitling participants therein to acquire stock, stock options or 
deferred compensation rights including stock appreciation rights.

     6.2  COMMITTEE POWERS AND DUTIES.  The Committee shall have all the 
powers and authorities which are reasonably appropriate and necessary to 
discharge its duties under the Plan.

     6.3  COMMITTEE TO MAKE RULES AND INTERPRET PLAN.  The Committee, in its 
sole discretion, shall have the authority, subject to the provisions of the 
Plan, to establish, adopt, or revise rules and regulations with respect to 
the administration of the Plan and to make all such determinations relating 
to the Plan as it may deem necessary or advisable for the administration of 
the Plan. The Committee's interpretation of the Plan and all decisions and 
determinations by the Committee with respect to the Plan shall be final, 
binding, and conclusive on all parties unless otherwise determined by the 
Board.

                                      B-6


                                 ARTICLE VII

                            AMENDMENT OF THE PLAN

     The Board may at any time, or from time to time, amend the Plan in any 
respect consistent with Sections 421 and 423 of the Code, except that, 
without approval of the stockholders, no amendment shall (i) increase the 
maximum number of shares reserved under the Plan other than as provided in 
Article VIII, or (ii) make the Plan available to any person who is not a 
Participant.


                                  ARTICLE VIII

             RECAPITALIZATION AND EFFECT OF CERTAIN TRANSACTIONS

     8.1  STOCK ADJUSTMENTS. In the event that the shares of Stock, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Company or of another corporation
(whether by reason of merger, consolidation, recapitalization, reclassification,
stock split, combination of shares or otherwise), or if the number of such
shares of Stock shall be increased through the payment of a stock dividend, then
there shall be substituted for or added to each share available under and
subject to the Plan as provided in Section 5.3 hereof, and each share
theretofore appropriated or thereafter subject or which may become subject to
Stock Options under the Plan, the number and kind of shares of stock or other
securities into which each outstanding share of Stock shall be so changed or for
which each such share shall be exchanged or to which each such share shall be
entitled, as the case may be, on a fair and equivalent basis in accordance with
the applicable provisions of Section 424 of the Code; provided, in no such event
will such adjustment result in a modification of any Stock Option as defined in
Section 424(h) of the Code.  In the event there shall be any other change in the
number or kind of the outstanding shares of Stock, or any stock or other
securities into which the Stock shall have been changed or for which it shall
have been exchanged, then if the Committee shall, in its sole discretion,
determine that such change equitably requires an adjustment in the shares
available under and subject to the Plan, or in any Stock Option theretofore
granted or which may be granted under the Plan, such adjustments shall be made
in accordance with such determination, except that no adjustment of the number
of shares of Stock available under the Plan or to which any Stock Option relates
that would otherwise be required shall be made unless and until such adjustment
either by itself or with other adjustments not previously made would require an
increase or decrease of at least 1% in the number of shares of Stock available
under the Plan or to which a Stock Option relates immediately prior to the
making of such adjustment (the 'Minimum Adjustment').  Any adjustment
representing a change of less than such minimum amount shall be carried forward
and made as soon as such adjustment together with other adjustments required by
this Section 8.1 and not previously made would result in a Minimum Adjustment. 
Notwithstanding the foregoing, any adjustment required by this Section 8.1 which
otherwise would not result in a Minimum Adjustment shall be made with respect to
shares of Stock relating to any Stock Option immediately prior to exercise,
payment or settlement of such Stock Option.

     No fractional shares of Stock or units of other securities shall be 
issued pursuant to any such adjustment, and any fractions resulting from any 
such adjustment shall be eliminated in each case by rounding downward to the 
nearest whole share.  Any adjustments under this Section 8.1 shall be made 
according to the sole discretion of the Company, and its decision shall be 
binding and conclusive.

     8.2  EFFECT OF CERTAIN TRANSACTIONS.  Subject to any required action by 
the stockholders, if the Company shall be the surviving or resulting 
corporation in any merger or consolidation, any Stock Option hereunder shall 
pertain to and apply to the shares of stock of the Company; but a dissolution 
or liquidation of the Company or merger or consolidation in which the Company 
is not the surviving or the resulting corporation shall cause the Plan and 
any Stock Option hereunder to terminate upon the effective date of such 
dissolution, liquidation, merger or consolidation, and the Account Balance of 
each Participant shall be refunded to him.  Provided, that for the purpose of 
this Section 8.2, if any merger, consolidation or combination occurs in which 
the Company is not the surviving corporation and is the result of a mere 
change in the identity, form or place of organization of the Company 
accomplished in accordance with Section 368(a)(1)(F) of the Code, then, such 
event shall not cause a termination.

                                      B-7


                                  ARTICLE IX

                                MISCELLANEOUS

     9.1  NOTICES.  Any notice which a Participant files pursuant to the Plan 
shall be on the form prescribed by the Committee and shall be effective when 
received by the Committee.

     9.2  APPLICATION OF THE FUNDS.  All funds received by the Company under 
the Plan may be used for any corporate purpose.

     9.3  REPURCHASE OF STOCK.  The Company shall not be required to 
repurchase from any Participant shares of Stock which he acquired under the 
Plan.

     9.4  ALTERNATE CONTRIBUTION METHODS.  If authorized payroll deductions 
of a Participant's periodic contributions under Section 3.2 are not permitted 
by reason of the provisions of any law applicable to an Employer, the 
Committee shall adopt an appropriate alternative method under which affected 
Participants may make payment for shares of Stock purchased hereunder which 
would otherwise have been made pursuant to Section 3.2.

     9.5  NONASSIGNABILITY.  Stock Options are exercisable only by the 
Participant during his lifetime, or by his estate or the person who acquires 
the right to exercise such Stock Option upon his death by bequest or 
inheritance, and are not transferable by him other than by will or the laws 
of descent and distribution.  No Stock Option shall be subject in any manner 
to alienation, anticipation, sale, transfer, assignment, pledge, or 
encumbrance, except for transfer by will or the laws of descent and 
distribution.  Any attempt to transfer, assign, pledge, hypothecate or 
otherwise dispose of, or to subject to execution, attachment or similar 
process, any Stock Option contrary to the provisions hereof, shall be void 
and ineffective, shall give no right to any purported transferee, and may, at 
the sole discretion of the Committee, result in forfeiture of the Stock 
Option involved in such attempt.

     9.6  GOVERNMENT REGULATION.  The Company's obligation to sell and 
deliver the Stock under the Plan is at all times subject to any and all 
approvals, rules and regulations of any governmental authority required in 
connection with the authorization, issuance, sale or delivery of such Stock.  
In addition, the rights of Participants under the Plan who are subject to 
Section 16 of the Securities Exchange Act of 1934, as amended ('Section 16'), 
are subject to compliance by such Participants with the applicable provisions 
of Section 16 and the rules and regulations promulgated thereunder.

     9.7  EFFECTIVE DATE OF PLAN.  The Plan shall become effective on July 1, 
1997, if prior to that date the Plan has been approved by the holders of a 
majority of the common stock of the Company present, or represented, and 
entitled to vote at a meeting called for such purposes.

     9.8  TERMINATION OF PLAN.  The Plan shall continue in effect through 
June 30, 2002, unless terminated pursuant to Section 8.2 or by the Board, 
which shall have the right to terminate the Plan at any time.  Upon the 
termination of the Plan pursuant to this Section 9.8 or Section 8.2, the 
Account Balance of each Participant shall be refunded to him.

     9.9  NO OBLIGATIONS TO EXERCISE STOCK OPTION.  The granting of a Stock 
Option shall impose no obligation upon the Participant to exercise his Stock 
Option.

     9.10 RIGHT TO CONTINUED EMPLOYMENT.  Participation in the Plan shall not 
give any Participant any right to remain in the employ of the Employer.  The 
Employer reserves the right to terminate any Participant at any time.  
Further, the adoption of this Plan shall not be deemed to give any 
Participant or any other individual any right to be selected as a Participant 
or to be granted a Stock Option.

                                      B-8


     9.11 RELIANCE ON REPORTS.  Each member of the Committee and each member 
of the Board shall be fully justified in relying or acting in good faith upon 
any report made by the independent public accountants of the Company and upon 
any other information furnished in connection with the Plan by any person or 
persons other than himself. In no event shall any person who is or shall have 
been a member of the Committee or of the Board be liable for any 
determination made or other action taken or any omission to act in reliance 
upon any such report or information or for any action taken, including the 
furnishing of information, or failure to act, if in good faith.

     9.12 APPLICABLE LAW.  This Plan shall be governed by and interpreted in 
accordance with the laws of the State of Oklahoma.

     9.13 CONSTRUCTION.  It is intended that this Plan shall qualify in 
accordance with Sections 421 and 423 of the Code, and the provisions of this 
Plan shall be interpreted and applied in a manner consistent with such 
intent. Pursuant to the terms of the Plan and the applicable provisions of 
the Code, all Participants in the Plan will have the same rights and 
privileges and all such Participants will be treated in an equal, uniform and 
nondiscriminatory manner.






                                      B-9