Employment Agreement - Fleming Companies Inc. and John T. Standley


                       EMPLOYMENT AGREEMENT


          AGREEMENT, dated as of May 17, 1999, by and between
FLEMING COMPANIES, INC., an Oklahoma corporation (the 'Company')
and JOHN T. STANDLEY ('Executive').

          IN CONSIDERATION of the premises and the mutual
covenants set forth below, the parties hereby agree as follows:

          1.   Employment.  The Company hereby agrees to employ
Executive as Executive Vice President and Chief Financial Officer
of the Company, and Executive hereby accepts such employment, on
the terms and conditions hereinafter set forth.

          2.   Term.  The period of employment of Executive by
the Company hereunder (the 'Employment Period') shall commence on
May 17, 1999 (the 'Commencement Date') and shall continue through
May 16, 2004.  The Employment Period may be sooner terminated in
accordance with Section 6 of this Agreement.

          3.   Position and Duties.  During the Employment
Period, Executive shall report directly to the board of directors
of the Company (the 'Board').  Executive shall have those powers
and duties normally associated with the positions of Executive
Vice President and Chief Financial Officer.  Executive shall
devote substantially all of his working time, attention and
energies (other than absences due to illness or vacation) to the
performance of his duties for the Company.  Notwithstanding the
above, Executive shall be permitted, to the extent such
activities do not interfere with the performance by Executive of
his duties and responsibilities hereunder or violate Sections
10(a), (b) or (c) of this Agreement, to (i) manage Executive's
personal, financial and legal affairs, (ii) serve on civic or
charitable boards or committees and (iii) subject to the Board's
approval (which approval shall not be unreasonably withheld),
serve on the board of directors or other similar governing body
of any other corporation or other business entity or trade
organization. 

          4.   Place of Performance.  The principal place of
employment of Executive shall be at the Company's principal
executive offices.

          5.   Compensation and Related Matters.

               (a)  Base Salary.  During the Employment Period
the Company shall pay Executive a base salary at the rate of not
less than $450,000 per year ('Base Salary').  Executive's Base
Salary shall be paid in approximately equal installments in
accordance with the Company's customary payroll practices.
Executive's Base Salary shall be subject to increase, but not
decrease, pursuant to annual review by the Compensation and
Organization Committee of the Board (the 'Compensation
Committee').  Such increased Base Salary shall then constitute
the Base Salary for all purposes of this Agreement.

               (b)  Company Stock Option. The Company has
granted to Executive, on the Commencement Date, (i) a stock
option to purchase 100,000 shares of the common stock of the
Company, par value $2.50 per share (the 'Company Stock'), at an
exercise price of $9.1563 per share, pursuant to the Company's
1990 Stock Option Plan, (ii) a stock option to purchase 100,000
shares of Company Stock at an exercise price of $9.0625 per
share, pursuant to the Company's 1996 Stock Incentive Plan, and
(iii) a stock option to purchase 150,000 shares of Company Stock
at an exercise price of $9.1563 per share, pursuant to the
Company's 1999 Stock Incentive Plan (the 'New Plan'), subject to
the receipt of approval of the New Plan by the shareholders of
the Company (collectively, the 'Company Options').  The Company
shall, at the next annual meeting of the shareholders of the
Company following the Commencement Date, submit the New Plan,
together with the Company's recommendation that its shareholders
approve the New Plan, to its shareholders for their approval and
shall use its reasonable efforts to obtain such shareholder
approval.  Each of the Company Options has a scheduled 10-year
term and, subject to the terms of the applicable stock option
agreements between the Company and Executive, shall vest and
become exercisable (i) with respect to 25% of the shares of
Company Stock subject to such Company Options on each of the
first four anniversaries of the Commencement Date and (ii) upon
the occurrence of a Change of Control (as such term is defined in
that certain Change of Control Employment Agreement, dated as of
the date of this Agreement, between the Company and Executive)
with respect to 100% of the Company Stock subject to Company
Options. 

               (c)  Annual Bonus.  Executive shall have a target
annual bonus of 65% of Base Salary and a maximum annual bonus of
130% of Base Salary, based upon meeting performance goals
established by the Compensation Committee.  The performance goals
and corresponding bonus amounts during the Employment Period
shall be established by the Compensation Committee after detailed
consultation with Executive.

               (d)  Expenses.  The Company shall promptly
reimburse Executive for all reasonable business expenses upon the
presentation of reasonably itemized statements of such expenses
in accordance with the Company's policies and procedures now in
force or as such policies and procedures may be modified with
respect to all senior executive officers of the Company.  In
addition, the Company shall reimburse Executive for all legal
fees and expenses reasonably incurred by Executive in connection
with the negotiation and review of this Agreement and the
agreements contemplated hereby, in an amount not to exceed
$2,000.  

               (e)  Vacation.  Executive shall be entitled to
the number of weeks of vacation per year provided to the
Company's senior executive officers.

               (f)  Restricted Stock Grant.  The Company has
granted to Executive, on the Commencement Date, twenty thousand
(20,000) shares of restricted Company Stock (the 'Restricted
Stock') pursuant to the Company's 1990 Stock Incentive Plan.  In
connection with the grant of the Restricted Stock, Executive
shall make an election prior to June 16, 1999 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 Executive that
he has made such election, the Company shall pay to Executive an
additional payment in an amount necessary to cause the net amount
of such payment that is retained by 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
Executive's income taxes attributable to the Restricted Stock and
Executive's election under Section 83(b) of the Code in
connection with the Restricted Stock.  

               (g)  Welfare, Pension and Incentive Benefit
Plans.  During the Employment Period, Executive (and his spouse
and dependents to the extent provided therein) shall be entitled
to participate in and be covered under all the welfare benefit
plans or programs maintained by the Company from time to time for
the benefit of its senior executives including, without
limitation, all medical, life, hospitalization, dental,
disability, accidental death and dismemberment and travel
accident insurance plans and programs.  In addition, during the
Employment Period, Executive shall be eligible to participate in
all pension, retirement, savings and other employee benefit plans
and programs maintained from time to time by the Company for the
benefit of its senior executives or any annual incentive or long-
term performance plans.

               (h)  Offices.  Executive shall serve, without
additional compensation, as a director or trustee of the
Company's wholly-owned subsidiaries, (and as a member of any
committees of the board of directors of any such entities), and
in one or more executive positions of any of such subsidiaries,
provided that Executive is indemnified for serving in any and all
such capacities on a basis no less favorable than is then
provided to any other director of such entity.

               (i)  Relocation.  The Company shall purchase the
Executive's current house in Beaverton, Oregon at a purchase
price equal to the greater of its appraised value (as set forth
in an appraisal performed by an appraiser selected by Executive
and approved by the Company) or Executive's invested cost in such
house.  In addition, the Executive shall be provided with the
Company's standard relocation program for senior executive
officers in order to relocate to the Company's principal
executive offices, including travel costs, temporary housing,
moving costs of automobiles and household belongings, storage
costs for up to one year, and any other expenses necessary to
efficiently effect Executive's relocation. 

               (j)  Indemnification and Insurance.  Executive
shall be indemnified and held harmless by the Company during the
term of this Agreement and following any termination of this
Agreement for any reason whatsoever in the same manner as would
any other key management associate of the Company with respect to
acts or omissions occurring prior to the termination of
employment of the Executive under this Agreement.  In addition,
during the Employment Period and for a period of five years
following the termination of employment of the Executive under
this Agreement for any reason whatsoever, the Executive shall be
covered by a Company-held directors and officers liability
insurance policy covering acts or omissions occurring prior to
the termination of employment of the Executive under this
Agreement. 

          6.   Termination.  Executive's employment hereunder
may be terminated during the Employment Period under the
following circumstances:

               (a)  Death.  Executive's employment hereunder
shall terminate upon his death.

               (b)  Disability.  If, as a result of Executive's
incapacity due to physical or mental illness, Executive shall
have been substantially unable to perform his duties hereunder
for an entire period of six (6) consecutive months, and within
thirty (30) days after written Notice of Termination is given
after such six (6) month period, Executive shall not have
returned to the substantial performance of his duties on a full-
time basis, the Company shall have the right to terminate
Executive's employment hereunder for 'Disability', and such
termination in and of itself shall not be, nor shall it be deemed
to be, a breach of this Agreement.

               (c)  Cause.  The Company shall have the right to
terminate Executive's employment for Cause, and such termination
shall not be, nor shall it be deemed to be, a breach of this
Agreement.  For purposes of this Agreement, the Company shall
have 'Cause' to terminate Executive's employment upon:

                    (i)    Executive's conviction of a felony by
               a federal or state court of competent
               jurisdiction; or

                    (ii)   an act or acts of dishonesty taken by
               Executive and intended to result in substantial
               personal enrichment of Executive at the expense
               of the Company; or

                    (iii)  Executive's 'willful' failure to
               follow a direct, reasonable and lawful order from
               the Board and/or the Chairman and Chief Executive
               Officer, within the reasonable scope of
               Executive's duties, which failure is not cured
               within thirty (30) days.

For purposes of this Section 6(c), no act, or failure to act, by
Executive shall be considered 'willful' unless done, or omitted
to be done, by Executive not in good faith and without a
reasonable belief that the act or omission was in the best
interests of the Company.  Cause shall not exist under paragraphs
(i), (ii) or (iii) above 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
Executive) at a meeting of the Board called and held for such
purpose (after reasonable notice to Executive and an opportunity
for Executive, together with his counsel, to be heard before the
Board), finding that in the good faith opinion of the Board,
Executive was guilty of the conduct set forth in paragraphs
(i),(ii) or (iii) and specifying the particulars thereof in detail.

               (d)  Good Reason.  Executive may terminate his
employment for 'Good Reason' by providing Notice of Termination
(as defined in Section 7(a)) to the Company within one hundred
and twenty (120) days after Executive has actual knowledge of the
occurrence, without the written consent of Executive, of one of
the events set forth below.  Executive's Date of Termination for
Good Reason shall be fifteen (15) days after Notice of
Termination, unless the basis for Good Reason has been cured by
the Company prior to such date:

                    (i)    the assignment to Executive of duties
               materially and adversely inconsistent with
               Executive's status as Executive Vice President
               and Chief Financial Officer of the Company or a
               material and adverse alteration in the nature of
               Executive's duties and/or responsibilities,
               reporting obligations, titles or authority;

                    (ii)   a reduction by the Company in
               Executive's Base Salary;

                    (iii)  the relocation of (a) the Company's
               principal executive offices or Executive's own
               office location to a location more than twenty
               five (25) miles from Oklahoma City except with
               respect to one relocation during the term of this
               Agreement, provided  such relocation is pursuant
               to recommendation of the Chairman and Chief
               Executive Officer or an action by the Board
               concurred in by the Chairman and Chief Executive
               Officer, as evidenced by his vote, or (b)
               Executive's office location to a place other than
               the Company's principal executive offices except
               to the extent Executive accepts operating line
               responsibilities which would require him to
               relocate in the judgment of the Chief Executive
               Officer;

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

                    (v)    the failure of any successor to the
               Company to assume this Agreement pursuant to
               Section 12(a). 

Executive's right to terminate his employment hereunder 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)  Without Cause.  The Company shall have the
right to terminate Executive's employment hereunder without Cause
by providing Executive with a Notice of Termination, and such
termination shall not in and of itself be, nor shall it be deemed
to be, a breach of this Agreement.

          7.   Termination Procedure.

               (a)  Notice of Termination.  Any termination of
Executive's employment by the Company or by Executive during the
Employment Period (other than termination pursuant to Section
6(a)) shall be communicated by written Notice of Termination to
the other party hereto in accordance with Section 13.  For
purposes of this Agreement, a 'Notice of Termination' shall mean
a written notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide
a basis for termination of Executive's employment under the
provision so indicated.

               (b)  Date of Termination.  'Date of Termination'
shall mean (i) if Executive's employment is terminated by his
death, the date of his death, (ii) if Executive's employment is
terminated pursuant to Section 6(b), thirty (30) days after
Notice of Termination (provided that Executive shall not have
returned to the substantial performance of his duties on a full-
time basis during such thirty (30) day period), (iii) if
Executive's employment is terminated pursuant to Section 6(d),
the date provided in such Section, and (iv) if Executive's
employment is terminated for any other reason, the date on which
a Notice of Termination is given or any later date (within thirty
(30) days after the giving of such notice) set forth in such
Notice of Termination.

          8.   Compensation Upon Termination or During
Disability.  In the event Executive is disabled or his employment
terminates during the Employment Period, the Company shall
provide Executive with the payments and benefits set forth below. 
Executive acknowledges and agrees that the payments set forth in
this Section 8, and the other agreements and plans referenced in
this Agreement, constitute the sole and liquidated damages for
termination of his employment during the Employment Period.

               (a)  Termination By Company without Cause or By
Executive for Good Reason.  If Executive's employment is
terminated by the Company without Cause or by Executive for Good
Reason:

                    (i)    the Company shall pay to Executive
               (A) his Base Salary and accrued vacation pay
               through the Date of Termination, as soon as
               practicable following the Date of Termination,
               and (B) continued Base Salary (as provided for in
               Section 5(a)) for a period of twenty-four (24)
               months following the Date of Termination;

                    (ii)  the Company shall maintain in full
               force and effect, for the continued benefit of
               Executive, his spouse and his dependents for a
               period of twenty-four (24) months following the
               Date of Termination the medical, hospitalization,
               dental, and life insurance programs in which
               Executive, his spouse and his dependents were
               participating immediately prior to the Date of
               Termination at the level in effect and upon
               substantially the same terms and conditions
               (including without limitation contributions
               required by Executive for such benefits) as
               existed immediately prior to the Date of
               Termination; provided, that if 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 ('Continued
               Benefits'); provided, that if 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 Executive
               pursuant to Section 5(d) for reasonable expenses
               incurred, but not paid, prior to such termination
               of employment; and

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

               (b)  Cause or By Executive Without Good Reason. 
If Executive's employment is terminated by the Company for Cause
or by Executive (other than for Good Reason):

                    (i)    the Company shall pay Executive his
               Base Salary and his accrued vacation pay (to the
               extent required by law or the Company's vacation
               policy) through the Date of Termination, as soon
               as practicable following the Date of Termination; 

                    (ii)   the Company shall reimburse Executive
               pursuant to Section 5(d) for reasonable expenses
               incurred, but not paid, prior to such termination
               of employment, unless such termination resulted
               from a misappropriation of Company funds; and

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

               (c)  Disability.  During any period that
Executive fails to perform his duties hereunder as a result of
incapacity due to physical or mental illness ('Disability
Period'), Executive shall continue to receive his full Base
Salary set forth in Section 5(a) until his employment is
terminated pursuant to Section 6(b).  In the event Executive's
employment is terminated for Disability pursuant to Section 6(b):

                     (i)    the Company shall pay to Executive
               (A) his Base Salary and accrued vacation pay
               through the Date of Termination, as soon as
               practicable following the Date of Termination,
               and (B) provide Executive with disability
               benefits pursuant to the terms of the Company's
               disability programs; 

                    (ii)   the Company shall reimburse Executive
               pursuant to Section 5(d) for reasonable expenses
               incurred, but not paid, prior to such termination
               of employment; and

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

               (d)  Death.  If Executive's employment is
terminated by his death:

                     (i)    the Company shall pay in a lump sum
               to Executive's beneficiary, legal representatives
               or estate, as the case may be, Executive's Base
               Salary through the Date of Termination;

                    (ii)   the Company shall reimburse
               Executive's beneficiary, legal representatives,
               or estate, as the case may be, pursuant to
               Section 5(d) for reasonable expenses incurred,
               but not paid, prior to such termination of
               employment; and

                    (iii)  Executive's beneficiary, legal
               representatives or estate, as the case may be,
               shall be entitled to any other rights,
               compensation and benefits as may be due to any
               such persons or estate following such termination
               to which such persons or estate is otherwise
               entitled in accordance with the terms and
               provisions of any agreements, plans or programs
               of the Company.

          9.   Mitigation.  Executive shall not be required to
mitigate amounts payable under this Agreement by seeking other
employment or otherwise, and there shall be no offset against
amounts due Executive under this Agreement on account of
subsequent employment except as specifically provided herein.

          10.  Confidential Information, Ownership of Documents;
Non-Competition.

               (a)  Confidential Information.  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 Executive
during Executive's employment by the Company and which is not
generally available public knowledge (other than by acts by
Executive in violation of this Agreement).  Except as may be
required or appropriate in connection with his carrying out his
duties under this Agreement, 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 a protective order
against disclosure by a court of competent jurisdiction),
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 duties hereunder.
          
               (b)  Removal of Documents; Rights to Products;
Other Property.  All records, files, drawings, documents, models,
equipment, and the like relating to the Company's business and
its Affiliates, which Executive has control over 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 Executive's carrying out his
duties under this Agreement and, if so removed, shall be returned
to the Company promptly after termination of Executive's
employment hereunder, or otherwise promptly after removal if such
removal occurs following termination of employment.  Executive
shall assign to the Company all rights to trade secrets and other
products relating to the Company's business developed by him
alone or in conjunction with others at any time while employed by
the Company.  Executive shall also return to the Company all
Company-provided vehicles in his possession or control.

               (c)  Protection of Business.  During the
Employment Period and until the second anniversary of Executive's
Date of Termination (other than if such termination is by the
Company without Cause or by Executive for Good Reason), the
Executive will not directly or indirectly, alone, in association
with or as a shareholder, principal, agent, partner, officer,
director, employee or consultant of any other organization,
engage in the business of the retail sale or wholesale
distribution of food and related products (including, without
limitation, health and beauty care and general merchandise
products and all other products sold to the supermarket industry
(the 'Food Distribution Business')) within the Standard
Metropolitan Statistical Areas ('SMSAs') in which the Company or
any of its subsidiaries are conducting material business
operations or actively soliciting business as of the Date of
Termination; provided, however, this Section 10(c) shall not
preclude Executive's employment or other relationship with any
national retail chain engaged in the Food Distribution Business,
regardless of location, such as Kroger, Albertson's, or Safeway. 
Notwithstanding the preceding sentence, Executive shall not be
prohibited from owning less than one percent (1%) of any publicly
traded corporation (or from owning any greater percentage if such
ownership is through a mutual fund or other diversified
investment vehicle in which he has a passive and minority
interest), whether or not such corporation is in the Food
Distribution Business.  If, at any time, the provisions of this
Section 10(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 10(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 Executive agrees that
this Section 10(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 duration and
geographic area for which the covenant not to compete set forth
in this Section 10(c) is to be effective are reasonable.  

               (d)  Injunctive Relief.  In the event of a breach
or threatened breach of this Section 10, Executive agrees that
the Company shall be entitled to injunctive relief in a court of
appropriate jurisdiction to remedy any such breach or threatened
breach, Executive acknowledging that damages would be inadequate
and insufficient.

               (e)  Continuing Operation.  Except as
specifically provided in this Section 10, the termination of
Executive's employment or of this Agreement shall have no effect
on the continuing operation of this Section 10.

          11.  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 from obtaining
injunctive relief from a court of competent jurisdiction
prohibiting any on-going breaches by Executive of this Agreement
including, without limitation, violations of Section 10.  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.

          12.  Successors Binding Agreement.

               (a)  Company's Successors.  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.  As used in this Agreement, 'Company' shall mean the
Company as hereinbefore defined and any successor to its business
and/or assets (by merger, purchase or otherwise) which executes
and delivers the agreement provided for in this Section 12 or
which otherwise becomes bound by all the terms and provisions of
this Agreement by operation of law.

               (b)  Executive's Successors.  No rights or
obligations of Executive under this Agreement may be assigned or
transferred by 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 Executive's death, this
Agreement and all rights of Executive hereunder shall inure to
the benefit of and be enforceable by Executive's beneficiary or
beneficiaries, personal or legal representatives, or estate, to
the extent any such person succeeds to Executive's interests
under this Agreement.  Executive shall be entitled to select and
change a beneficiary or beneficiaries to receive any benefit or
compensation payable hereunder following Executive's death by
giving the Company written notice thereof.  In the event of
Executive's death or a judicial determination of his
incompetence, reference in this Agreement to Executive shall be
deemed, where appropriate, to refer to his beneficiary(ies),
estate or other legal representative(s).  If Executive should die
following his Date of Termination while any amounts would still
be payable to him hereunder if he had continued to live, all such
amounts unless otherwise provided herein shall be paid in
accordance with the terms of this Agreement to such person or
persons so appointed in writing by Executive, or otherwise to his
legal representatives or estate.

          13.  Notice.  For the purposes of this Agreement,
notices, demands and all other communications provided for in
this Agreement shall be in writing and shall be deemed to have
been duly given when delivered either personally or by United
States certified or registered mail, return receipt requested,
postage prepaid, addressed as follows:

          If to Executive:
                    
          At his last known address
          evidenced on the Company's
          payroll records.

          With a copy to:

          Latham & Watkins
          633 W. Fifth Street, Suite 4000
          Los Angeles, California  90071

          Attention:  James D. C. Barrall, Esq. 

          If to the Company:

          Fleming Companies, Inc.
          6301 Waterford Boulevard
          Oklahoma City, Oklahoma  73126-0647
                    
          Attention:  General Counsel

or to such other address as any party may have furnished to the
others in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.

          14.  Miscellaneous.  No provisions of this Agreement
may be amended, modified, or waived unless such amendment or
modification is agreed to in writing signed by Executive and by a
duly authorized officer of the Company, and such waiver is set
forth in writing and signed by the party to be charged.  No
waiver by either party hereto at any time of any breach by the
other party hereto of any condition or provision of this
Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time.  The respective rights
and obligations of the parties hereunder shall survive
Executive's termination of employment and the termination of this
Agreement to the extent necessary for the intended preservation
of such rights and obligations.  The validity, interpretation,
construction and performance of this Agreement shall be governed
by the laws of the State of Oklahoma without regard to its
conflicts of law principles.

          15.  Validity.  The invalidity or unenforceability of
any provision or provisions of this Agreement shall not affect
the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.

          16.  Counterparts.  This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.

          17.  Entire Agreement.  This Agreement sets forth the
entire agreement of the parties hereto in respect of the subject
matter contained herein and supersedes all prior agreements,
promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto in
respect of such subject matter.  Any prior agreement of the
parties hereto in respect of the subject matter contained herein
is hereby terminated and cancelled.

          18.  Withholding.  All payments hereunder shall be
subject to any required withholding of Federal, state and local
taxes pursuant to any applicable law or regulation.

          19.  Section Headings.  The section headings in this
Agreement are for convenience of reference only, and they form no
part of this Agreement and shall not affect its interpretation.

          IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the date first above written.
               
                               FLEMING COMPANIES, INC.

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

                               JOHN T. STANDLEY
                               John T. Standley