FLEMING COMPANIES, INC. 6301 Waterford Blvd.
P. O. Box 26647
Oklahoma City, OK 73126-0647
Corporate Staff November 18, 1993
Mr. James E. Stuard
Dallas, Texas 75248
This letter will recap the mutual understanding we had November 16, 1993,
regarding your future employment with the company.
1. You will remain as a full-time associate until December 1, 1994.
2. You will remain on the payroll at full salary, benefits, and bonus
program until April 1, 1995, at which time you will retire from the
3. At the time of your retirement, you will receive your age 62 benefits,
which are as follows:
Age 62 Pension $138,864
'B' Account Equivalent 26,688
Age 62 SERP 54,420
You do have the option to take your 'B' account in a lump sum, thus,
reducing the above number $26,688.
4. During the five months beginning December 1, 1994, until April 1,
1995, you will work on a part-time basis, or as needed, acting as a
consultant to your replacement and/or the company.
5. We agree that if the health of either you or your wife should preclude
you from performing your duties in a satisfactory manner, you may
retire from the company and be given your age 62 retirement benefit.
We understand that should this actually be necessary, you agree to
provide whatever access we might desire from your medical records
and/or you doctors in order to assure ourselves that this action is
6. Upon your retirement, you will be provided with a life insurance
policy on your life in the amount equal to one times your ending
Mr. James E. Stuard
November 18, 1993
7. The company will pay for your insurance premium until both you and
your wife reach age 65.
8. For 1994 FICP purposes, you will participate as if you had worked
full time until December 31, 1994.
9. In recognition of your valuable service to the company, we will pay
you a $50,000 bonus on December 1, 1993, and an additional $50,000
bonus on December 1, 1994. Since this is extraordinary income, these
two bonus payments will not be used in calculating your final average
earnings in determining your retirement income.
I am enclosing two copies of this letter. If its contents accurately reflect
our understanding, please sign at the bottom of both, retain one copy for your
file, and forward the other one to me.
Jim, I want you to know that I am extremely excited about your continued
involvement with our company and know that your support will prove to be very
beneficial to all of us.
/s/ Robert E. Stauth
Robert E. Stauth
President & CEO
/s/JAMES E. STUARD 11/26/93
James E. Stuard Date