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


May 26, 1999



Mr. William H. Marquard
417 Greenleaf Avenue
Wilmette, IL 60091

Dear Bill:

I am very pleased to extend to you the following offer of
employment on behalf of Fleming.  We are looking forward to
having you join our Company on or about June 1, 1999.

Position:  Executive Vice President, Business Development

Base Salary:  $400,000 per year paid in accordance with Fleming's
normal payroll practices.

Incentive Compensation:  Your incentive will be based upon
Fleming's sales and earnings.  Your target bonus potential is 65%
of your base pay, and you will have potential of up to 130%
(prorated for 1999 to reflect start date).  Incentive awards are
consistent with the guidelines of the Fleming Incentive
Compensation Program.

Stock Options:  A grant of 200,000 shares to be awarded pursuant
to Fleming's stock option plans.  The options will vest 25% per
year over four years on grant anniversary dates.

Restricted Stock:  You will receive 20,000 shares of restricted
stock, vesting 50% on the first anniversary date of the grant and
the balance on the second anniversary date.  The Company will
arrange for an appropriate tax gross-up based on the initial
value of the grant on a mutually acceptable timetable.

Change of Control:  You will receive a Change of Control
Employment Agreement which will provide for three years'
employment following a change of control.  In the event you are
terminated during the interim other than for cause, you will
receive 2.99 times a formula comprised of salary and bonus.  The
contract also provides a thirty-day window one year after the
change of control during which you may leave for any reason and
still receive the termination compensation.  Upon a change of
control, all stock options and restricted stock you hold will
vest.  The agreement also provides for a gross-up payment equal
to any excise taxes imposed under Section 4999 of the Internal
Revenue Code in connection with a change of control.

Severance:  The Company will provide you 24 months of base salary
and benefit continuation if you are involuntary terminated for
any reason other than cause during your first 60 months of
continuous employment with Fleming.  The severance will not apply
in the event of death, disability, termination for cause, or your
voluntary decision to leave the Company.

As a corporate officer, you will be covered, as are all other
corporate officers, under the Company's directors and officers
liability insurance policy. 

Relocation:  You will receive up to $2,000 per month,
cumulatively, for up to two years (or a maximum of $48,000) to
enable you to secure a furnished apartment.  We will also pay to
move your personal belongings to a permanent location. 

You will receive a monthly transportation allowance of $700 for
36 months to be grossed up at the end of each month.

Benefits:  You will receive the standard benefits provided
through Company programs.

The above serves as our offer on your proposed compensation
package but is not to be considered a contract of employment or a
guarantee of employment.  A suitable employment contract
reflecting these terms will be provided in due course.

Bill, we hope you agree that this is an outstanding package.  We
believe Fleming has a tremendous future, and we are excited to
have you on the team.

Very truly yours,

MARK S. HANSEN
Mark S. Hansen

MSH/ds

c:   David Almond
     Dee Jerome
     Scott Northcutt

Reviewed and accepted as specified above:

WILLIAM H. MARQUARD
William H. Marquard

June 1, 1999
Date