Employment Agreement - Fleming Companies Inc. and Dennis C. Lucas


                           EMPLOYMENT AGREEMENT


          THIS EMPLOYMENT AGREEMENT (the 'Agreement'), is made 
effective the 28th day of July, 1999 (the 'Effective Date'), by 
and between Fleming Companies, Inc., an Oklahoma corporation (the 
'Company') and Dennis C. Lucas (the 'Executive').

          In consideration of their mutual obligations contained 
in this Agreement, the Company hereby employs the Executive and 
the Executive hereby accepts employment with the Company as of 
the Effective Date upon the following terms and conditions:

          1.     Term of Agreement and Employment.  The term of 
this Agreement and of the Executive's employment (collectively, 
the 'Employment Period') shall be for a period of sixty (60) 
months commencing on the Effective Date or for a shorter period 
if the Agreement and the Executive's employment are terminated 
earlier as provided in Section 9.

          2.     Position and Duties of Executive.   During the 
Employment Period, the Executive shall devote his full 
professional and business-related time, skills and best efforts 
to the regular duties of the position of Executive Vice President 
and President-Retail or to such other appropriate position and/or 
reasonable duties as may be assigned to him as a corporate 
officer of the Company from time to time by the Board of 
Directors (the 'Board') and/or the Chairman and Chief Executive 
Officer of the Company.  Unless otherwise agreed to in advance in 
writing by the Company, during the Employment Period, the 
Executive shall not be employed by others or be engaged in self-
employment or in any professional or business-related activities 
which are or may be detrimental to or in conflict or competition 
with the business of the Company.

          3.     Annual Base Salary.  During the Employment 
Period, the Company shall pay the Executive a base salary of 
$400,000 per each fiscal year, in installments consistent with 
the Company's regular payroll practices applicable to senior 
executive officers.  The Company shall review such base salary 
annually and may in its discretion increase such base salary.

          4.     Annual Incentive Bonus.  In addition to the base 
salary described in Section 3, the Executive will be eligible for 
a target annual incentive bonus of 65% of his annual base salary, 
with a potential maximum annual incentive bonus of 130% of his 
annual base salary.  Any annual incentive bonus for fiscal 1999 
or subsequent years shall be awarded in the discretion of the 
Compensation Committee using substantially the same performance 
goals as are applicable to other senior executive officers.

          5.     Company Common Stock Options.  The Company shall 
grant the Executive a stock option to purchase 300,000 shares of 
Company Stock pursuant to the Fleming Companies, Inc. 1999 Stock 
Incentive Plan.  The exercise dates and price and the other terms 
and conditions of the 300,000 stock options shall be as described 
in the Non-Qualified Stock Option Agreement under Fleming 
Companies, Inc. 1999 Stock Incentive Plan which is being executed 
contemporaneously with this Agreement.

          6.     Company Restricted Stock Award.  The Company 
shall grant the Executive an award of 20,000 shares of restricted 
Company Stock pursuant to the Fleming Companies, Inc. 1990 Stock 
Incentive Plan.  The terms and conditions of the stock award 
shall be as described in the Restricted Stock Award Agreement for 
the Fleming Companies, Inc. 1990 Stock Incentive Plan which is 
being executed contemporaneously with this Agreement.  In 
connection with the grant of the Restricted Stock, the Executive 
shall make an election within thirty (30) days of the Effective 
Date to include in gross income the value of the Restricted Stock 
on the date of grant pursuant to Section 83(b) of the Internal 
Revenue Code of 1986, as amended (the 'Code').  Upon notification 
from the Executive that he has made such election, the Company 
shall pay to the Executive an additional payment in an amount 
necessary to cause the net amount of such payment that is 
retained by the Executive after the calculation and deduction of 
any and all federal, state and local income taxes and employment 
taxes on such payment to be equal to the Executive's income taxes 
attributable to the Restricted Stock and the Executive's election 
under Section 83(b) of the Code in connection with the Restricted 
Stock.

          7.     Vacation and Other Paid Leave Programs and 
Welfare, Pension, Incentive and Other Benefit Plans.  During the 
Employment Period, the Executive shall be entitled to participate 
in and be covered by all vacation and other paid and unpaid leave 
programs and welfare, pension, incentive and other plans as may 
be adopted and maintained from time to time by the Company as 
applicable to its senior executive officers.

          8.     Expenses.

                 (a)     Initial Relocation Expenses.  In 
connection with the Executive's initial relocation to Oklahoma 
City, Oklahoma, or other corporate offices of the Company, the 
Company shall provide the Executive with the relocation package 
for new senior executive officers outlined in the Company's 
current relocation policy.  The Company will also make an 
additional payment to the Executive in an amount necessary to 
offset any and all federal, state and local income taxes and 
employment taxes which the Executive shall be required to pay in 
connection with his initial relocation to Oklahoma City, 
Oklahoma.  Also at the Executive's option, at any time during up to
the first two (2) years of the Employment Period, the Company shall
purchase the residence in Boise, Idaho currently owned by the 
Executive at a purchase price equal to the greater of its appraised
value (as set by an appraiser designated by the Company) or the 
Executive's documented invested cost in that residence.

                 (b)     Ongoing Business Expenses.  The Company 
shall reimburse the Executive for all reasonable and necessary 
business expenses incurred by the Executive relating to the 
conduct of business of the Company, including expenses incurred 
in connection with the Executive's travel to and from the 
Company's corporate offices, upon presentation of an itemized 
account and appropriate supporting documentation, all in 
accordance with the Company's policies applicable to its senior 
executive officers.

          9.     Termination of Agreement and Employment.  This 
Agreement and the Executive's employment may be terminated 
earlier than sixty (60) months following the Effective Date under 
the following circumstances:

                 (a)     Death or Disability.  This Agreement and 
the Executive's employment shall terminate automatically upon the 
Executive's death.   If, because of physical or mental illness, 
the Executive has been substantially unable to perform the 
essential duties of his position (with or without 'reasonable 
accommodation,' as defined under the Americans With Disabilities 
Act) for a period in excess of six (6) months ('Disability'), the 
Company may terminate this Agreement and the Executive's 
employment for Disability.

                 (b)     Cause.  If the Executive (i) is convicted 
of a felony, (ii) engages in an act of personal dishonesty which 
is intended to result in personal enrichment of the Executive at 
the expense of the Company, or (iii) 'willfully' fails to follow 
a direct, reasonable and lawful order of the Board and/or the 
Chairman and Chief Executive Officer, within the reasonable scope 
of the Executive's duties, and such failure, if curable, is not 
cured within thirty (30) days, the Company may terminate this 
Agreement and the Executive's employment for Cause.  For purposes 
of this Section 9(b), no act, or failure to act, by the Executive 
shall be deemed 'willful' unless done, or omitted to be done, by 
the Executive not in good faith and without reasonable belief 
that the Executive's action or omission was in the best interest 
of the Company.  Cause shall not exist under this Section 9(b) 
unless and until the Company has delivered to Executive a copy of 
a resolution duly adopted by not less than three-fourths (3/4ths) 
of the Board (excluding, if applicable, the Executive) at a 
meeting of the Board called and held for such purpose (after 
reasonable notice to the Executive and an opportunity for the 
Executive, together with his counsel, to be heard before the 
Board), finding that in the good faith opinion of the Board, the 
Executive was guilty of the conduct set forth above and 
specifying the particulars of such conduct in detail.

                 (c)     Without Cause.  The Company may terminate 
this Agreement and the Executive's employment at any time without 
Cause.

                 (d)     Good Reason.  The Executive may terminate 
this Agreement and his employment for 'Good Reason' by providing 
a Notice of Termination (as defined in Section 9(f)) to the 
Company within one hundred and twenty (120) days after the 
Executive has actual knowledge of the occurrence, without the 
written consent of the Executive, of one of the events set forth 
below.  The Executive's Date of Termination shall be fifteen (15) 
days after the Notice of Termination, unless the basis for Good 
Reason has been cured by the Company prior to such date:

                         (i)  the assignment of the Executive to a 
position materially and adversely inconsistent with the 
Executive's then current position with the Company or a material 
and adverse alteration in the nature of the Executive's duties 
and/or responsibilities, reporting obligations, titles or 
authority;

                        (ii)  a reduction by the Company in the 
Executive's then current base salary described in Section 3;

                       (iii)  the Company's failure to provide any 
material employee benefits due to be provided to the Executive 
(other than any such failure which affects all senior executive 
officers); or

                        (iv)   the failure of any successor to the 
Company to assume this Agreement pursuant to Section 14(a). 

          The Executive's right to terminate this Agreement and 
his employment for Good Reason shall not be affected by his 
incapacity due to physical or mental illness.  Executive's 
continued employment during the one hundred and twenty (120) day 
period referred to above in this paragraph (d) shall not 
constitute consent to, or a waiver of rights with respect to, any 
act or failure to act constituting Good Reason hereunder.

                 (e)     Voluntary Termination.  The Executive may 
terminate this Agreement and his employment at any time 
voluntarily (a 'Voluntary Termination').  A Voluntary Termination 
is any termination of employment by the Executive other than 
termination due to death, Disability, with or without Cause or 
for Good Reason.

                 (f)     Notice of and Date of Termination.  Any 
termination of this Agreement and the Executive's employment 
under Section 9 of this Agreement by the Company or the 
Executive, other than termination due to death, shall be 
communicated by a Notice of Termination to the other party in 
accordance with Section 18.  For purposes of this Agreement, a 
'Notice of Termination' means a written notice  which indicates 
the specific termination provision in Section 9 relied upon and 
sets forth in reasonable detail the facts and circumstances 
claimed to provide a basis for termination of the Agreement.  The 
Executive's 'Termination Date' shall be the date the Notice of 
Termination is deemed given pursuant to Section 18, except in the 
event of a termination due to the Executive's death, when the 
Termination Date shall be the date of death, or in the event of a 
termination by the Executive for Good Reason, when the 
Termination Date shall be as provided in Section 9(d).

         10.     Obligations of the Company Upon Termination.  
In the event this Agreement and the Executive's employment are 
terminated pursuant to Section 9, the Company shall provide the 
Executive with the payments and benefits set forth below.  The 
Executive acknowledges and agrees that the payments set forth in 
this Section 10 and the other agreements and plans referenced in 
this Agreement, constitute the sole and liquidated damages for a 
termination of this Agreement and his employment under Section 9. 
The Company's obligation to make the payments provided for in 
this Agreement and otherwise to perform its obligations hereunder 
shall not be affected by any setoff or counterclaim which the 
Company may have against the Executive except that the Company 
shall have the right to deduct any amounts owed by the Executive 
to the Company due to the Executive's misappropriation of Company 
funds or property from the payments set forth in this Section 10.

                 (a)     Termination Because of Disability or for 
Cause by the Company or Due to Death or a Voluntary Termination 
by the Executive.  If this Agreement and the Executive's 
employment are terminated because of Disability or for Cause by 
the Company or due to the death or through a Voluntary 
Termination by the Executive:

                         (i)  the Company shall pay the Executive (or 
his beneficiary or legal representative, if applicable) his then 
current base salary described in Section 3 and his accrued, 
unused vacation pay through the Termination Date, as soon as 
practicable following the Termination Date; 

                        (ii)  the Company shall reimburse the 
Executive (or his beneficiary or legal representative, if 
applicable) for reasonable business expenses incurred, but not 
paid, prior to the Termination Date; and

                       (iii)  the Executive (or his beneficiary or 
legal representative, if applicable) shall receive any other 
rights, compensation and/or benefits as may be due to the 
Executive following such termination to which he is entitled in 
accordance with the terms and provisions of any agreements 
referenced herein or plans or programs of the Company.

                 (b)     Termination By the Company without Cause 
or by the Executive for Good Reason.  If this Agreement and the 
Executive's employment are terminated by the Company without 
Cause or by the Executive for Good Reason:

                         (i)  the Company shall pay the Executive (A) 
his then current base salary described in Section 3 and accrued, 
unused vacation pay through the Termination Date, as soon as 
practicable following the Termination Date, and (B) continued 
then current monthly base salary described in Section 3 for a 
period of twenty-four (24) months following the Termination Date;

                        (ii)  the Company shall maintain in full 
force and effect for the continued benefit of the Executive, for 
a period of twenty-four (24) months following the Termination 
Date, the welfare programs in which the Executive, his spouse and 
his dependents were participating immediately prior to the 
Termination Date at the level in effect and upon substantially 
the same terms and conditions (including without limitation 
contributions required by the Executive for such benefits) as 
existed immediately prior to the Termination Date; provided, that 
if the Executive, his spouse or his dependents cannot continue to 
participate in the Company programs providing such benefits, the 
Company shall arrange to provide Executive, his spouse and his 
dependents with the economic equivalent of such benefits which 
they otherwise would have been entitled to receive under such 
plans and programs; provided, that if the Executive becomes 
reemployed with another employer and is eligible to receive 
medical or other welfare benefits under another employer-provided 
plan, the medical and other welfare benefits described herein 
shall be secondary to those provided under such other plan during 
such applicable period.  

                      (iii)  the Company shall reimburse the 
Executive for reasonable business expenses incurred, but not 
paid, prior to the Termination Date; and

                       (iv)  the Executive shall receive any other 
rights, compensation and/or benefits as may be due to the 
Executive following such termination to which he is entitled in 
accordance with the terms and provisions of any other agreements, 
plans or programs of the Company.

         11.     Change of Control.  Contemporaneously with this 
Agreement, the parties have entered into a 'Change of Control 
Employment Agreement.'

         12.     Confidential Information, Ownership of 
Documents and Other Property, and Non-Competition.

                 (a)     Confidential Information.  The Executive 
shall hold in a fiduciary capacity for the benefit of the Company 
all trade secrets and confidential information, knowledge or data 
relating to the Company and its businesses and investments and 
its affiliates, which shall have been obtained by the Executive 
during Executive's employment by the Company and which is not 
generally available public knowledge (other than by acts by the 
Executive in violation of this Agreement).  Except as may be 
required or appropriate in connection with his carrying out his 
duties under this Agreement, the Executive shall not, without the 
prior written consent of the Company or as may otherwise be 
required by law or any legal process, or as is necessary in 
connection with any adversarial proceeding against the Company 
(in which case Executive shall use his reasonable best efforts in 
cooperating with the Company in obtaining from a court of 
competent jurisdiction a protective order against disclosure) 
communicate or divulge any such trade secrets, information, 
knowledge or data to anyone other than the Company and those 
designated by the Company or on behalf of the Company in the 
furtherance of its business or to perform his duties hereunder.

                 (b)     Ownership of Documents and Other Property. 
All documents (including databases, records, files, models, and 
the like) and all other property relating to the Company's 
business and its affiliates as to which the Executive has access 
or control shall be and remain the property of the Company and 
shall not be removed from the Company's premises without its 
written consent, unless such removal is in the furtherance of the 
Company's business or is in connection with the Executive's 
carrying out his duties under this Agreement.  All such documents 
and other property shall be returned to the Company promptly 
after the Employment Period ends, or otherwise promptly after 
removal if such removal occurs following the Employment Period.

                 (c)     Non-Competition.  For twenty-four (24) 
months following the termination of the Employment Period (other 
than if such termination is by the Company without Cause or by 
the Executive for Good Reason), the Executive will not, directly 
or indirectly, in association with or as a shareholder, 
principal, agent, partner, officer, director, employee or 
consultant of any retail chain or any subsidiary or affiliate of 
any retail chain, engage in the business of the retail sale of 
food and related products within the Standard Metropolitan 
Statistical Areas in which the Company or any of its subsidiaries 
was conducting business or was actively soliciting business as of 
the Executive's Termination Date; provided, however, this Section 
12(c) shall not prohibit (i) the Executive's employment or other 
relationship with any national chain engaged in the retail sale of
food and related products, regardless of location, such as Kroger,
Albertson's or Safeway or (ii) the Executive from owning less than
one percent (1%) of any such retail chain.  If, at any time, the 
provisions of this Section 12(c) shall be determined to be 
invalid or unenforceable, by reason of being vague or 
unreasonable as to area, duration or scope of activity, this 
Section 12(c) shall be considered divisible and shall become and 
be immediately amended to only such area, duration and scope of 
activity as shall be determined to be reasonable and enforceable 
by the court or other body having jurisdiction over the matter; 
and the Executive agrees that this Section 12(c) as so amended 
shall be valid and binding as though any invalid or unenforceable 
provision had not been included herein.  The parties agree that 
the area, duration and scope of activity for which the covenant 
not to compete set forth in this Section 12(c) is to be effective 
are reasonable.

                 (d)     Injunctive Relief.  In the event of a 
breach or threatened breach of this Section 12, the Executive 
agrees that the Company shall be entitled to injunctive relief in a 
court of appropriate jurisdiction to address any such breach or 
threatened breach pending arbitration under Section 13 of this 
Agreement.

                 (e)     Continuing Operation.  The expiration or 
termination of this Agreement or of Executive's employment shall 
have no effect on the continuing operation of this Section 12.

         13.     Arbitration; Legal Fees and Expenses.  The 
parties agree that Executive's employment and this Agreement relate 
to interstate commerce, and that any disputes, claims or 
controversies between Executive and the Company which may arise out 
of or relate to the Executive's employment relationship or this 
Agreement shall be settled by arbitration.  This agreement to 
arbitrate shall survive the termination of this Agreement.  Any 
arbitration shall be in accordance with the Rules of the American 
Arbitration Association and shall be undertaken pursuant to the 
Federal Arbitration Act.  Arbitration will be held in Oklahoma 
City, Oklahoma unless the parties mutually agree on another 
location.  The decision of the arbitrator(s) will be enforceable in 
any court of competent jurisdiction.  The parties agree that 
punitive, liquidated or indirect damages shall not be awarded by 
the arbitrator(s).  Nothing in this agreement to arbitrate, 
however, shall preclude the Company or the Executive from obtaining 
injunctive relief from a court of competent jurisdiction 
prohibiting any on-going breaches by the Executive or the Company 
of this Agreement including, without limitation, violations of 
Section 12.  If any contest or dispute shall arise between the 
Company and Executive regarding any provision of this Agreement, 
the Company shall reimburse Executive for all legal fees and 
expenses reasonably incurred by Executive in connection with such 
contest or dispute, but only if Executive is successful in respect 
of one or more of Executive's material claims or defenses brought, 
raised or pursued in connection with such contest or dispute.  Such 
reimbursement shall be made as soon as practicable following the 
resolution of such contest or dispute to the extent the Company 
receives reasonable written evidence of such fees and expenses.

         14.     Successors and Assignability.

                 (a)     The Company's Successors and Assignability. 
No rights or obligations of the Company under this Agreement may 
be assigned or transferred except that the Company will require any 
successor (whether direct or indirect, by purchase, merger, 
consolidation or otherwise) to all or substantially all of the 
business and/or assets of the Company to expressly assume and agree 
to perform this Agreement in the same manner and to the same extent 
that the Company would be required to perform it if no such 
succession had taken place.

                  (b)     The Executive's Successors and 
Assignability.  No rights or obligations of the Executive under 
this Agreement may be assigned or transferred by the Executive 
other than his rights to payments or benefits hereunder, which may 
be transferred only by will or the laws of descent and 
distribution.  Upon the Executive's death, this Agreement and all 
rights of the Executive hereunder shall inure to the benefit of and 
be enforceable by the Executive's beneficiary or legal 
representative, to the extent any such person succeeds to the 
Executive's interests under this Agreement.

         15.     Severability.  In the event that any provision 
of this Agreement shall be deemed to be illegal or unenforceable 
for any reason, such provision shall be deemed modified or deleted 
in such a manner so as to make this Agreement as so modified legal 
and enforceable to the fullest extent permitted under applicable 
laws.

         16.     Entire Agreement; Amendment and Waiver.  This 
Agreement and the other agreements referenced herein constitute the 
entire agreement between the parties hereto with regard to the 
subject matter hereof, and there are no agreements, understandings, 
specific restrictions, warranties or representations relating to 
said subject matter between the parties other than those set forth 
herein or herein provided for.  Any provision of this Agreement may 
be amended or the observance thereof may be waived only by written 
consent signed by both parties.  Such amendment or waiver shall be 
binding upon the Company and the Executive and their successors and 
assigns.

         17.     Counterparts.  This Agreement may be executed in 
one or more counterparts, each of which will take effect as an 
original and all of which shall evidence one and the same 
Agreement.

         18.     Notices.  All notices required under this 
Agreement shall be in writing and shall be deemed given when 
delivered personally to the other party, when delivered by 
facsimile transmission or when delivered by registered or certified 
mail, return receipt requested, postage prepaid, addressed as 
follows:

     If to the Executive:

     At his last known address evidenced on
     the Company's payroll records

     If to the Company:

     Fleming Companies, Inc.

     6301 Waterford Boulevard
     Oklahoma City, OK  73126-0647
     Attention:  General Counsel

or to such other address as either party shall have 
furnished to the other in writing in accordance herewith.

          IN WITNESS WHEREOF, the parties hereto have executed 
this Agreement to become effective as of the date first above 
written.

                                   FLEMING COMPANIES, INC.


                                   By: SCOTT M. NORTHCUTT
                                       Scott M. Northcutt, 
                                       Senior Vice President - Human Resources


                                   DENNIS C. LUCAS                              
                                   Dennis C. Lucas