Restricted Stock Award Agreement - Fleming Companies Inc. and Dennis C. Lucas


                   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 28th day of July, 1999, by and between 
Fleming Companies, Inc., an Oklahoma corporation (the 'Company'), 
and Dennis C. Lucas (herein referred to as the 'Participant');

                          W I T N E S S E T H:

     WHEREAS, the Participant has entered into an Employment 
Agreement with the Company of even date pursuant to which he will 
serve the Company as Executive Vice President, President - Retail 
(the 'Employment Agreement'); and

     WHEREAS, the Company has previously adopted the Fleming 
Companies, Inc. 1990 Stock Incentive Plan  and certain amendments 
thereto (the 'Plan'); and

     WHEREAS, pursuant to the Employment Agreement, the 
Company has awarded the Participant 20,000 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 twenty thousand 
(20,000) 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.  One-half of the shares of 
Restricted Stock will vest based on the Participant's continuous 
employment with the Company through July 28, 2000 and the 
remaining one-half of the shares of Restricted Stock will vest 
based on the Participant's continuous employment with the Company 
through July 28, 2001.  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 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 together with a check in the amount of all Accrued 
Dividends attributed to such Vested Stock without interest 
thereon.

          (e)      Forfeiture.  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.

     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. 1990 STOCK 
             INCENTIVE PLAN DATED THE 28TH DAY OF JULY, 
             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 the address set forth in the Employment 
Agreement.

     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.

     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'
                                    DENNIS C. LUCAS      
                                    Dennis C. Lucas, Participant