Restricted Stock Award Agreement - Fleming Companies Inc. and E. Stephen Davis


                  RESTRICTED STOCK AWARD AGREEMENT FOR
                      THE FLEMING COMPANIES, INC.
                       1996 STOCK INCENTIVE PLAN

     THIS RESTRICTED STOCK AWARD AGREEMENT (the 'Agreement') 
entered into as of the 20th day of July, 1999, by and between 
Fleming Companies, Inc., an Oklahoma corporation (the 'Company'), 
and E. Stephen Davis (herein referred to as the 'Participant');

                          W I T N E S S E T H:

     WHEREAS, the Company has previously adopted the Fleming 
Companies, Inc. 1996 Stock Incentive Plan  and certain amendments 
thereto (the 'Plan'); and

     WHEREAS, in connection with his employment with the 
Company, the Company has awarded the Participant 60,000 shares of 
common stock under the Plan subject to the terms and conditions 
of this Agreement.

     NOW, THEREFORE, in consideration of the premises and 
the mutual promises and covenants herein contained, the 
Participant and the Company agree as follows (all capitalized 
terms used herein, unless otherwise defined, have the meaning 
ascribed to such terms as set forth in the Plan):

     1.   The Plan.  The Plan, a copy of which is attached 
hereto as Exhibit A, is hereby incorporated by reference herein 
and made a part hereof for all purposes, and when taken with this 
Agreement shall govern the rights of the Participant and the 
Company with respect to the Award (as defined below).

     2.   Grant of Award.  The Company hereby grants to the 
Participant an award (the 'Award') of 60,000 shares of Company 
common stock, par value $2.50 (the 'Stock'), on the terms and 
conditions set forth herein and in the Plan.

     3.   Terms of Award.

          (a)   Escrow of Shares.  A certificate representing 
the shares of Stock subject to the Award (the 'Restricted Stock') 
shall be issued in the name of the Participant and shall be 
escrowed with the Secretary of the Company (the 'Escrow Agent') 
subject to removal of the restrictions placed thereon or 
forfeiture pursuant to the terms of this Agreement.  

          (b)   Vesting. Vesting of all of the shares of 
Restricted Stock is subject to fulfillment of both of the 
following conditions:  (i) continuous employment by the 
Participant with the Company through July 20, 2001 and (ii) 
achievement by the Company of the 'Target' as such term is 
defined in that certain Letter Agreement effective as of June 1, 
1999, between the Company and Ernst & Young LLP covering Phase 
II of the Low Cost Pursuit Program (the 'Performance Vesting 
Objective').  Any questions regarding satisfaction of the 
Performance Vesting Objective shall be resolved by the Chairman 
and Chief Executive Officer of the Company in his sole and 
absolute discretion.  In the event the Participant's employment 
with the Company is terminated by reason of (i) death, (ii) 
disability, (iii) without 'Cause' (as such term is defined in 
Section 3(f)(i) of this Agreement), or (iv) by the Participant 
for 'Good Reason' (as such term is defined in Section 3(f)(ii) of 
this Agreement), then all remaining shares of Restricted Stock 
(including any 'Accrued Dividends,' as such term is hereafter 
defined) which have not yet been vested shall immediately vest.  
Once vested pursuant to the terms of this Agreement, the 
Restricted Stock shall be deemed 'Vested Stock.'  

          (c)   Voting Rights and Dividends.  The Participant 
shall have all of the voting rights attributable to the shares of 
Restricted Stock issued to him.  Regular quarterly cash dividends 
declared and paid by the Company with respect to the shares of 
Restricted Stock shall be paid to the Participant.  Any 
extraordinary dividends declared and paid by the Company with 
respect to shares of Restricted Stock ('Accrued Dividends') shall 
not be paid to the Participant until such Restricted Stock 
becomes Vested Stock.  Such Accrued Dividends shall be held by 
the Company as a general obligation and paid to the Participant 
at the time the underlying Restricted Stock becomes Vested Stock. 
 
          (d)   Vested Stock - Removal of Restrictions.  Upon 
Restricted Stock becoming Vested Stock, all restrictions shall be 
removed from the certificates representing such Stock and the 
Secretary of the Company shall deliver to the Participant 
certificates representing such Vested Stock free and clear of all 
restrictions, except for any applicable securities laws 
restrictions, together with a check in the amount of all Accrued 
Dividends attributed to such Vested Stock without interest 
thereon.

          (e)   Forfeiture.  Restricted Stock that does not 
become Vested Stock pursuant to the terms of this Agreement shall 
be absolutely forfeited and the Participant shall have no future 
interest therein of any kind whatsoever.  In the event the 
Participant's employment with the Company is terminated for any 
reason other than (i) death, (ii) disability, (iii) without 
Cause, or (iv) by the Participant for Good Reason prior to all 
shares of Restricted Stock becoming Vested Stock, then, all 
remaining shares of Restricted Stock which have not yet been 
vested (including any Accrued Dividends) shall be absolutely 
forfeited and the Participant shall have no further interest 
therein of any kind whatsoever.

         (f)   Certain Definitions.

               (i)  Cause.  For purposes of this Agreement, 
termination of the employment by the Company for Cause shall mean 
termination for one of the following reasons: (A) the conviction 
of the Participant of a felony by a federal or state court of 
competent jurisdiction; (B) an act or acts of dishonesty taken by 
the Participant and intended to result in substantial personal 
enrichment of the Participant at the expense of the Company; or 
(C) the Participant's 'willful' failure to follow a direct, 
reasonable and lawful written order from his supervisor, within 
the reasonable scope of the Participant's duties, which failure 
is not cured within 30 days.  Further, for purposes of this 
Section 3(f)(i):

                   (1)   No act, or failure to act, on the 
Participant's part shall be deemed 'willful' unless done, or 
omitted to be done, by the Participant not in good faith and 
without reasonable belief that the Participant's action or 
omission was in the best interest of the Company.

                   (2)   The Participant shall not be deemed to 
have been terminated for Cause unless and until there shall have 
been delivered to the Participant a copy of a resolution duly 
adopted by the affirmative vote of not less than three-fourths 
(3/4ths) of the entire membership of the Board at a meeting of 
the Board called and held for such purpose (after reasonable 
notice to the Participant and an opportunity for the Participant, 
together with the Participant's counsel, to be heard before the 
Board), finding that in the good faith opinion of the Board the 
Participant was guilty of conduct set forth in clauses (A), (B) 
or (C) above and specifying the particulars thereof in detail.

              (ii)   Good Reason.  For purposes of this 
Agreement, 'Good Reason' means: 

                   (A)   the assignment to the Participant of any 
duties inconsistent in any respect with the Participant's 
position (including status, offices, titles and reporting 
requirements), authority, duties or responsibilities or any other 
action by the Company which results in a diminishment in such 
position, compensation, authority, duties or responsibilities, 
other than an insubstantial and inadvertent action which is 
remedied by the Company promptly after receipt of written notice 
thereof given by the Participant, or

                   (B)   the Company's requiring the Participant 
to be based at any office or location more than 25 miles from 
where the Participant was employed immediately prior to a Change 
of Control, except for periodic travel reasonably required in the 
performance of the Participant's responsibilities.

     4.   Change of Control.  

          (a)   In the event of a Change of Control, all 
Restricted Stock shall become Vested Stock and the Company shall 
deliver to the Participant certificates representing the Vested 
Stock free and clear of all restrictions, together with any 
Accrued Dividends attributable to such Vested Stock without 
interest thereon.

          (b)   The Company shall also pay to the Participant 
any Gross-Up Payment determined in accordance with Section 9.2 of 
the Plan.

     5.   Legends.  The shares of Stock which are the 
subject of the Award shall be subject to the following legend:

     'THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE 
SUBJECT TO AND ARE TRANSFERRABLE ONLY IN ACCORDANCE WITH THAT 
CERTAIN RESTRICTED STOCK AWARD AGREEMENT FOR THE FLEMING 
COMPANIES, INC. 1996 STOCK INCENTIVE PLAN DATED THE 2OTH DAY OF 
JUNE, 1999.  ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK 
EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT 
SHALL BE NULL AND VOID AND WITHOUT EFFECT.  A COPY OF THE 
AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF FLEMING 
COMPANIES, INC.'

     6.   Stock Powers and the Beneficiary.  The Participant 
hereby agrees to execute and deliver to the Secretary of the 
Company a stock power (endorsed in blank) in the form of Exhibit 
B hereto covering his Award and authorizes the Secretary to 
deliver to the Company any and all shares of Restricted Stock 
that are forfeited under the provisions of this Agreement.  The 
Participant further authorizes the Company to hold as a general 
obligation of the Company any Accrued Dividends and to pay such 
dividends to the Participant at the time the underlying 
Restricted Stock becomes Vested Stock. Pursuant to Section 6.2 of 
the Plan, the Participant designates his Eligible Spouse as the 
Beneficiary under this Agreement.

     7.   Nontransferability of Award.  The Participant 
shall not have the right to sell, assign, transfer, convey, 
dispose, pledge, hypothecate, burden, encumber or charge any 
shares of Restricted Stock or any interest therein in any manner 
whatsoever.

     8.   Notices.  All notices or other communications 
relating to the Plan and this Agreement as it relates to the 
Participant shall be in writing, shall be deemed to have been 
made if personally delivered in return for a receipt, or if 
mailed, by regular U.S. mail, postage prepaid, by the Company to 
the Participant at his last known address evidenced on the 
payroll records of the Company.

     9.   Binding Effect and Governing Law.  This Agreement 
shall be (i) binding upon and inure to the benefit of the parties 
hereto and their respective heirs, successors and assigns except 
as may be limited by the Plan and (ii) governed and construed 
under the laws of the State of Oklahoma.

    10.   Withholding.  The Company and the Participant 
shall comply with all federal and state laws and regulations 
respecting the withholding, deposit and payment of any income, 
employment or other taxes relating to the Award (including 
Accrued Dividends).

    11.   Award Subject to Claims or Creditors.  The 
Participant shall not have any interest in any particular assets 
of the Company, its parent, if applicable, or any Subsidiary by 
reason of the right to earn an Award (including Accrued 
Dividends) under the Plan and this Agreement, and the Participant 
or any other person shall have only the rights of a general 
unsecured creditor of the Company, its parent, if applicable, or 
a Subsidiary with respect to any rights under the Plan or this 
Agreement.

    12.   Captions.  The captions of specific provisions of 
this Agreement are for convenience and reference only, and in no 
way define, describe, extend or limit the scope of this Agreement 
or the intent of any provision hereof.

    13.   Counterparts.  This Agreement may be executed in 
any number of identical counterparts, each of which shall be 
deemed an original for all purposes, but all of which taken 
together shall form but one agreement.

    14.   Protection of Business as Consideration.  As 
specific consideration to the Company for the Restricted Stock 
Award:

          (a)   Limitations on Competition.  Subject to 
subsection (d), the Participant will not, during his employment 
with the Company and until the first anniversary of his date of 
termination/separation from employment with the Company, without 
the Company's written consent, directly or indirectly, be a 
shareholder, principal, agent, partner, officer, director, 
employee or consultant of SUPERVALU, Inc., Nash Finch Company, 
Associated Wholesale Grocers, Inc., Richfood Holdings, Inc. or 
any other direct competitor of the Company, excluding national 
retail chains, or any of their respective subsidiaries, 
affiliates or successors (the 'Competitors').

          (b)   Confidential Information.  The Participant 
acknowledges that during the course of his employment, he will 
have access to and gain knowledge of highly confidential and 
proprietary information and trade secrets.  He further 
acknowledges that the misuse, misappropriation or disclosure of 
this information could cause irreparable harm to the Company, 
both during and after the term of his employment.  Therefore, he 
agrees that during his employment and at all times thereafter he 
will hold in a fiduciary capacity for the benefit of the Company 
and will not divulge or disclose, directly or indirectly, to any 
other person, firm or business, all confidential or proprietary 
information, knowledge and data (including, but not limited to, 
processes, programs, trade 'know how,' ideas, details of 
contracts, marketing plans, strategies, business development 
techniques, business acquisition plans, personnel plans, pricing 
practices and business methods and practices) relating in any way 
to the business of the Company, customers, joint ventures, 
licensors, licensees, distributors and other persons and entities 
with whom the Company does business ('Confidential Data'), except 
upon the Company's written consent or as required by the 
Participant's duties with the Company, for so long as such 
Confidential Data remains confidential and all such Confidential 
Data, together with all copies thereof and notes and other 
references thereto, shall remain the sole property of the 
Company.

          (c)   Consequences of Breach of Limitations.  
Subject to subsection (d), if at any time within (i) the term of 
this Agreement or (ii) within one (1) year following the 
Participant's date of termination/separation, but only if such 
termination/separation occurs on a date prior to July 20, 2001, 
or (iii) within one (1) year after vesting any portion of the 
Restricted Stock, whichever is latest, the Participant, without 
the Company's written consent, directly or indirectly, is a 
shareholder, principal, agent, partner, officer, director, 
employee or consultant of any of the Competitors or breaches the 
provisions of subsection (b) regarding Confidential Information, 
then (iv) with respect to any shares of Restricted Stock, 
effective the date the Participant enters into such activity all 
such Restricted Stock shall be absolutely forfeited and the 
Participant shall have no further interest therein of any kind 
whatsoever (unless forfeited sooner by operation of another term 
or condition of this Agreement or the Plan), and (v) with respect 
to any shares of Vested Stock, the Participant shall be required 
to return to the Company all of the actual shares of Vested 
Stock, or other equivalent shares of Company common stock, within 
thirty (30) days after the date of written notice from the 
Company that pursuant to the provisions of this subsection 
delivery of such shares is due and the Participant shall forfeit 
all rights to such shares of Vested Stock.  The Participant 
acknowledges that damages which may arise from a breach of this 
Section 14 may be impossible to ascertain or prove with 
certainty.  In addition to the other legal or equitable remedies 
which may be available, the parties agree to specific performance 
of the provisions of this subsection (c), and the Company shall 
be entitled to an immediate injunction from a court of competent 
jurisdiction to end such breach, without further proof of 
damages.

          (d)   Permitted Ownership.  Nothing in this 
Section 14 shall prohibit the Participant from owning less than 
one percent (1%) of any company whose securities are publicly 
traded on a national securities exchange.

          (e)   Severability and Reasonableness.  If, at any 
time, the provisions of this Section 14 shall be determined to be 
invalid or unenforceable, by reason of being vague or 
unreasonable as to duration or scope of activity, this Section 14 
shall be considered divisible and shall become and be immediately 
amended to only such duration and scope of activity as shall be 
determined to be reasonable and enforceable by a court or other 
body having jurisdiction over the matter; and the Participant 
agrees that this Section 14 as so amended shall be valid and 
binding as though any invalid or unenforceable portion had not 
been included herein.  The parties agree that the duration and 
scope of the limitations on competition and disclosure of 
information described in subsections (a) and (b) are reasonable.

    15.   Arbitration of Disputes.  Any disputes, claims or 
controversies between the Participant and the Company which may 
arise out of or relate to 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 arbitrator(s) may, but will not be required, to 
award such damages or other monetary relief as either party might 
be entitled to receive from a court of competent jurisdiction.  
Nothing in this agreement to arbitrate shall preclude the Company 
from obtaining injunctive relief from a court of competent 
jurisdiction prohibiting any on-going breaches of the Agreement by 
the Participant pending arbitration.  The arbitrator(s) may also 
award costs and attorneys' fees in connection with the arbitration 
to the prevailing party; however, in the arbitrator's(s') 
discretion, each party may be ordered to bear its/his/her own costs 
and attorneys' fees.

     IN WITNESS WHEREOF, the parties hereto have executed 
this Agreement on the day and year first above written.

'COMPANY'                  FLEMING COMPANIES, INC., an Oklahoma corporation


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


'PARTICIPANT'              E. STEPHEN DAVIS
                           E. Stephen Davis

                       

                               Exhibit A


[Copy of 1999 Stock Incentive Plan]



                               Exhibit B

                  ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, __________________, an individual, hereby 
irrevocably assigns and conveys to ________________________, 
______________ AND NO/100 (_____) shares of the Common Capital 
Stock of Fleming Companies, Inc., an Oklahoma corporation, $2.50 
par value.

DATED: