Restricted Stock Award Agreement - Fleming Companies Inc. and William H. Marquard


                                              RESTRICTED STOCK AWARD AGREEMENT FOR
                   THE FLEMING COMPANIES, INC.
                    1990 STOCK INCENTIVE PLAN

          THIS RESTRICTED STOCK AWARD AGREEMENT (the 'Agreement')
entered into as of the 21st day of December, 1999, by and between
Fleming Companies, Inc., an Oklahoma corporation (the 'Company'),
and William H. Marquard (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. 1990 Stock Incentive Plan  and certain amendments
thereto (the 'Plan');

          WHEREAS, in recognition of his contribution to the
Company, the Company has awarded the Participant 20,000 shares of
common stock under the Plan subject to the terms and conditions
of this Agreement; and

          WHEREAS, the Participant has previously entered into an
Employment Agreement with the Company dated as of June 1, 1999
(the 'Employment 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 20,000 shares of Company
common stock, par value $2.50 per share (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.  One-half of the shares of
Restricted Stock will vest based on the Participant's continuous
employment with the Company or a 'Subsidiary' (as such term is
defined in Section 14(i) of this Agreement) through December 21,
2000 and the remaining one-half of the shares of Restricted Stock
will vest based on the Participant's continuous employment with
the Company or a Subsidiary through December 21, 2001.  In the
event the Participant's employment with the Company or a
Subsidiary is terminated by reason of (i) death, (ii) disability,
(iii) without 'Cause' (as such term is defined in the Employment
Agreement), or (iv) by the Participant for 'Good Reason' (as such
term is defined in the Employment 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 or a Subsidiary is
terminated prior to all shares of Restricted Stock becoming
Vested Stock for any reason other than (i) death, (ii)
disability, (iii) without Cause, or (iv) by the Participant for
Good Reason, 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.

          4.   Change of Control.

               (a)  In the event of a Change of Control prior to
December 21, 2001, 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,
except for any applicable securities law 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. 1990 STOCK INCENTIVE PLAN DATED THE 21st DAY OF
DECEMBER, 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.  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.

          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 Texas.

          10.  Withholding.  The Company and the Participant
shall comply with all federal and state laws and regulations with
respect to 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 Company's Business as Consideration.  As
specific consideration to the Company for this Award, the
Participant agrees:

               (a)  Limitations on Competition.  The Participant and the 
Company recognize and agree that the in addition to Participant's general
duties with the Company, the Participant has significant duties
related to the Company's Project Grow.  Subject to subsection
(g), the Participant will not, without the Company's written
consent, (i) directly or indirectly, in association with or as a
shareholder, principal, agent, partner, officer, director,
employee or consultant of any direct competitor, or of any
subsidiary, affiliate or successor of any direct competitor, of
(x) the Company, any Subsidiary or of the type of business
contemplated by, or developed in connection with, Project Grow,
or (y) any of the limited assortment stores owned by the Company
or any of its Subsidiaries or affiliates or targeted to be
acquired, or developed, by the Company or any of its Subsidiaries
or affiliates or (ii) be employed by any entity to develop the
type of business contemplated by Project Grow (collectively, the
'Competitors').

               (b)  Confidential Information; No Disparaging Statements.
The Participant acknowledges that during the course of  Participant's
employment with the Company or any Subsidiary, he will have
access to and gain knowledge of highly confidential and
proprietary information and trade secrets.  The Participant
further acknowledges that the misuse, misappropriation or
disclosure of this information could cause irreparable harm to
the Company and/or a Subsidiary, both during and after the term
of the Participant's employment.  Therefore, the Participant
agrees that during his employment and at all times thereafter he
will hold in a fiduciary capacity for the benefit of the Company
and/or a Subsidiary 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 or
any of its Subsidiaries, customers, suppliers, joint ventures,
licensors, licensees, distributors and other persons and entities
with whom the Company or any of its Subsidiaries do business
('Confidential Data'), except upon the Company's written consent
or as required by his duties with the Company or any of its
Subsidiaries, 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 or a Subsidiary.   The
Participant agrees, during his employment with the Company or any
of its Subsidiaries and at all times thereafter, not to make
disparaging statements about the Company or any of its
Subsidiaries or their officers, directors, agents, employees,
products or services which he knows, or has reason to know, are
false or misleading.

               (c)  No Solicitation of Employees or Business.  The 
Participant agrees that he will not either directly, or in concert with
others, recruit, solicit or induce, or attempt to induce, any
employee or employees of the Company or any of its Subsidiaries
to terminate their employment with the Company or any of its
Subsidiaries and/or become associated with another employer.  The
Participant further agrees that he will not either directly, or
in concert with others, solicit, divert or take away or attempt
to divert or take away, the business of any of the customers or
accounts of the Company or any its Subsidiaries or related to the
type of business contemplated by or developed in connection with
Project Grow, or any of the limited assortment stores owned by
the Company or any of its Subsidiaries or targeted to be
acquired, or developed by the Company or any of its Subsidiaries
before or on his date of termination/separation.

               (d)  Term of the Participant's Promises Under This 
Section. The Participant agrees that except as otherwise provided in
subsection (b), his promises contained in this Section 14 shall
continue in effect during his employment with the Company or any
of its Subsidiaries and until the first anniversary of his
termination/separation.

               (e)  Consequences of Breach of Limitations.  Subject 
to subsection (g), 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 December 21,
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, then (x) with
respect to any shares of Restricted Stock, effective the date the
Participant enters into such activity, all such Restricted Stock
(including any Accrued Dividends) 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 (y) 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.  This shall be in
addition to any injunctive or other relief to which the Company
may be entitle under subsection (f)

               (f)  Consequences of Other Breaches of this Section.   
The Participant acknowledges that damages which may arise from any
breach of any of his promises contained in this Section 14 may be
impossible to ascertain or prove with certainty. The Participant
agrees if Participant breaches any of his promises contained in
this Section 14, in addition to the remedies provided under
subsection (e), if applicable, and any other legal remedies which
may be available, the Company shall be entitled to immediate
injunctive relief from a court of competent jurisdiction, pending
arbitration under Section 15 or otherwise, to end such breach,
without further proof of damage.

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

               (h)  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
geographic area, duration or scope of activity or due to any
other restriction or limitation, this Section 14 shall be
considered divisible and shall become and be immediately amended
to only such geographic area, duration and scope of activity
and/or restrictions or limitations as shall be determined to be
reasonable and enforceable by an arbitrator or a court 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 geographic area, duration and
scope of the limitations and the restrictions described in
subsections (a) through (e) are reasonable.

               (i)  Definition of term 'Subsidiary'.  For purposes of 
this Agreement, the term 'Subsidiary' shall mean any entity with 50%
or more of its voting power being owned, directly or indirectly,
by the Company.

          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 Dallas, Texas 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 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'                      WILLIAM H. MARQUARD
                                   William H. Marquard


                            Exhibit A
                                
                                
[Copy of 1990 Stock Incentive Plan]