Employment Agreement - Fleming Companies Inc. and William H. Marquard


                         EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT (the 'Agreement'), is made effective 
the 1st day of June, 1999 (the 'Effective Date'), by and between 
Fleming Companies, Inc., an Oklahoma corporation (the 'Company') 
and William H. Marquard (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, Business 
Development for the Company 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 200,000 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 200,000 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, including the Fleming 
Companies, Inc. 1999 Stock Incentive Plan, the Fleming Companies, 
Inc. 1990 Stock Incentive Plan and the Fleming Companies, Inc. 
Executive Deferred Compensation Plan.

          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.  In addition, the Company will pay the Executive (i) up to 
a maximum of $48,000, at the rate of up to $2,000 per month, for a 
period of up to two years from the date of this Agreement to enable 
Executive to secure a furnished apartment in or near the city in 
which the Company's corporate offices are located and (ii) a 
monthly transportation allowance (the 'Transportation Allowance') 
of $700 per month for up to thirty-six months from the date of this 
Agreement.  The Company will also pay all reasonable costs 
associated with the move of the Executive's personal belongings to 
a permanent residence in or near the city in which the Company's 
corporate offices are located.  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 the Transportation Allowance.

               (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 Company's requiring the Executive to 
close or relocate his secondary office outside the Chicago 
metropolitan area or relocate his permanent residence outside the 
Chicago metropolitan area;

                    (v)  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 comparable benefits from a third party 
insurer; 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.  If, at 
the end of the 24 month period, the Executive is receiving medical 
and dental benefits from the Company and is not eligible to receive such 
benefits under another employer-provided plan, the Executive and/or 
the Executive's family shall be entitled to continued medical and 
dental benefits under the Company programs providing such benefits 
during the 24 month period at the Executive's own expense pursuant 
to Title I, Part 6 of the Employee Retirement Income Security Act 
of 1974, as amended ('COBRA'), and for such purpose, the end of such 24 
month period shall be considered the date of the 'qualifying event' 
as such term is defined by COBRA.

                    (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, by the 
Executive for Good Reason or for Disability, the Executive will not 
(i) be a greater than 1% investor in an entity which competes with 
the Company or any of its subsidiaries or other affiliates (the 
'Designated Entities') in any of their business or (ii) be a 
consultant to, employed by or otherwise act on behalf of an entity 
which competes with the Company or any of the Designated Entities 
in any of their businesses, in either case, within the Standard 
Metropolitan Statistical Areas in which the Company or any of the 
Designated Entities conduct any of their business operations or are 
actively soliciting business as of the termination of the 
Employment Period.

               (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

          fax: 847-920-1749


          If to the Company:

          Fleming Companies, Inc.
          6301 Waterford Boulevard
          Oklahoma City, OK  73126-0647

          fax: 405-841-8504

          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              


                                  WILLIAM H. MARQUARD
                                  William H. Marquard