Severance Agreement - Fleming Companies Inc. and William J. Dowd


May 20, 1999



HAND DELIVERY
 
William J. Dowd


Dear Bill:

As we have just discussed, we have decided, with the concurrence of 
the Board, to request your resignation as an associate and officer 
of the Company.  We appreciate all your efforts since you came to 
Fleming, but simply believe a change needs to be made.  Your 
separation will be effective as of the close of business today.

This letter outlines the severance package Fleming is offering you 
and, along with the attached General Release, will also reflect our 
agreement if you decide to accept this package.  This is, of 
course, an individualized severance package for you.  We think it 
is appropriate and fair under all the circumstances.  We hope you 
will agree.

The terms of your severance package are as follows:

1.    Salary Replacement.  The Company will pay you salary 
replacement in the gross amount of two (2) years' base salary, 
payable in equal installments without regard to whether you have 
obtained new employment.  The first installment will be paid on the 
Company's first regular payday after you return executed copies of 
this letter agreement and the General Release referenced hereafter 
or seven (7) days following that return date, whichever is later.  
The remaining installments will be paid throughout the two year 
period on the Company's regular paydays.

2.    Bonus Potential.  If the Company determines at the conclusion 
of 1999 that you would otherwise have been eligible for a 1999 
bonus under the Fleming Companies, Inc. Corporate Officer Incentive 
Plan (the 'Bonus Plan'), the Company will pay you a gross amount 
equal to the pro rated portion of the bonus you would have earned 
under the Bonus Plan between January 1, 1999 through May 20, 1999. 
 This payment, if any, will be made in calendar year 2000 
contemporaneously with the payment of bonuses under the Bonus Plan, 
if any, to other eligible Fleming corporate officers.

3.    Accrued Vacation.  The Company will pay you for 1999 vacation 
accrued as of January 1, 1999 and not used.  You will receive this 
in a lump sum with the first installment of your salary 
replacement.

4.    'COBRA Premium' Replacement.  You have the right pursuant to 
COBRA to continued coverage under the Fleming Companies, Inc. 
Health Choice Plan (the 'Medical Plan').  The Company will pay you 
a 'COBRA premium' replacement in the amount of eighteen (18) times 
the monthly COBRA premium for your current level of coverage under 
the Medical Plan, plus a 'gross up' to offset income taxes, FICA 
and any other payroll taxes.  You will receive this payment in a 
lump sum with the first installment of your salary replacement.

5.    Automobile.  The Company will transfer title to you of the 
automobile which you have been driving in connection with Company 
business seven (7) days after you return executed copies of the 
letter agreement and General Release.

6.    Reimbursement of Relocation Costs.  The Company will 
reimburse you for costs you may incur in the twelve (12) months 
following your separation in connection with relocating your family 
members and personal possessions from your current residence to a 
residence outside a 75 mile radius of Oklahoma City, Oklahoma in 
order to accept new employment, provided that your next employer 
does not regularly pay for these types of relocation expenses for 
new executive-level employees and provided that such relocation 
costs are reasonable and would be reimbursed to Fleming associates 
under the Company's reimbursement practices regarding personal 
travel expenses to the new destination and household goods shipment 
expenses.  This reimbursement will be paid within thirty (30) days 
after you submit vouchers representing the payment of these 
relocation costs to the Company.

7.    Outplacement.  The Company will provide you with a 'Level 
One' executive outplacement package with James Farris & Associates. 
 If you prefer to use a different outplacement firm, the Company 
will pay that firm a reasonable fee (up to 15% of your annual base 
salary) for whatever substitute outplacement package you may 
select.

8.    Taxes.  Unless otherwise noted, any payments and benefits 
which are subject to federal and state income tax withholding, FICA 
and other payroll taxes will be reduced by those amounts by the 
Company.

9.    General Release.  You will execute the General Release which 
is attached and return it, along with the executed copy of this 
letter agreement, within twenty-one (21) days of the date you 
receive this letter.  You will also agree not to attempt to revoke 
or rescind the General Release at any time in the future or 
commence any action against Fleming in regard to your prior 
employment relationship.  By signing this letter, you are 
representing to the Company that you fully understand the General 
Release and will have had an opportunity to seek legal advice 
regarding the General Release and the agreement proposed by this 
letter, if you desire to do so, before signing it.  You are also 
representing to the Company that between the date of this letter 
and the date you sign the General Release, you have not commenced 
any charge, action or complaint with any court or with the Equal 
Employment Opportunity Commission, the United States or Oklahoma 
Departments of Labor or with any other judicial or administrative 
agency in regard to your employment relationship or any matters 
arising out of that relationship. Finally, you are representing to 
the Company that you fully understand that any such filing or 
commencement shall constitute a rejection by you of the Company's 
severance package offered in this letter.

10.    Continued Litigation Assistance.  You will continue to 
cooperate with and assist the Company and its representatives and 
attorneys as requested with respect to any litigation, arbitrations 
or other dispute resolutions by being available for interviews, 
depositions and/or testimony in regard to any matters in which you 
are or have been involved or with respect to which you have 
relevant information.  The Company will reimburse you for 
reasonable expenses you may incur for travel in connection with 
this obligation.

11.    Future Employment and Confidentiality of Information.  
Except with the prior written consent of the Company, during the 
period you are receiving salary replacement installments from the 
Company under paragraph 1, you will not be employed by or otherwise 
act on behalf of an entity which competes with the Company in the 
food distribution or marketing business.  Except with the prior 
written consent of the Company, you will not at any time in the 
future be employed or otherwise act as an expert witness or 
consultant or in any similar capacity in any litigation, 
arbitration, regulatory or agency hearing or other adversarial or 
investigatory proceeding involving Fleming.  Also, except with the 
prior written consent of the Company, you will not at any time 
hereafter make any independent use of or disclose to any other 
person or organization any of the Company's confidential, 
proprietary information or trade secrets.  This shall apply to any 
information concerning Fleming which is of a special and unique 
value and includes, without limitation, both written and unwritten 
information relating to operations; business planning and 
strategies; litigation strategies; finance; accounting; sales; 
personnel, salaries and management; customer names, addresses and 
contracts; customer requirements; costs of providing products and 
service; operating and maintenance costs; and pricing matters.  
This shall also apply to any trade secrets of the Company the 
protection of which is of critical importance to Fleming and 
includes, without limitation, techniques, methods, processes, data 
and the like.  This commitment of confidentiality shall also apply 
to the terms of this severance package, except for discussions with 
your spouse, your personal attorney and/or accountants, or as 
needed to enforce our agreement.  Any disclosure by such 
individuals shall be deemed a disclosure by you and shall have the 
same consequences as a breach of our agreement directly by you.

12.    Preserving Company Name.  You will not at any time in the 
future defame, disparage or make statements which could embarrass 
or cause harm to the Company's name and reputation or the names and 
reputation of any of its officers, directors or representatives, to 
the Company's current, former or prospective vendors, customers, 
professional colleagues, industry organizations, associates or 
contractors, to any governmental or regulatory agency or to the 
press or media.

13.    Forfeiture.  The continued payment by the Company and 
retention by you of any payments to be made or benefits provided 
under this letter agreement shall be contingent not only on your 
execution of the General Release described in paragraph 9, but also 
on your on-going compliance with your other obligations under our 
agreement, including your commitments in paragraphs 10, 11 and 12. 
 Breach of your obligations at any time in the future shall entitle 
the Company to cease all payments to be made or benefits provided 
under this letter agreement and shall entitle the Company to 
immediate reimbursement from you of any payments you have 
previously received.

14.    Indemnification and Insurance.  The Company shall hereafter 
indemnify you and hold you harmless in the same manner as it would 
any other key management associate of the Company with respect to 
acts or omissions occurring prior to your separation from employment.
In addition, for a period of at least five years following your 
separation from employment, the Company shall cover you under any 
Directors and Officers liability insurance policy which may be in 
effect covering acts or omissions occurring prior to the 
termination of your employment to the same extent it provides such 
coverage for directors and officers of the Company at that time.

15.    Arbitration.  You and the Company agree that your employment 
and this severance package relate to interstate commerce, and that 
any disputes, claims or controversies between you and Fleming which 
may arise out of or relate to our prior employment relationship or 
this letter agreement shall be settled by arbitration.  Our 
agreement to arbitrate shall survive the termination or rescission 
of this letter 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 we mutually agree on 
another location.  The decision of the arbitrator(s) will be 
enforceable in any court of competent jurisdiction.  The 
arbitrator(s) may 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.  We 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 from obtaining injunctive relief from a 
court of competent jurisdiction prohibiting any on-going breaches 
by you of your continuing obligations under paragraphs 9, 10, 11 or 
12 of this letter agreement pending arbitration.

The agreement of you and the Company, in the event you execute this 
letter, will be in consideration of the mutual promises described 
above.  Also, this letter and the General Release will constitute 
the entire agreement between you and Fleming with respect to your 
separation from employment and your severance package.

Please contact me if you have any questions about the severance 
package.  I will need to know your decision no later than the close 
of business twenty-one (21) days from the date you receive this 
letter.

Very truly yours,


MARK S. HANSEN
Mark S. Hansen
Chairman and Chief Executive Officer

DELIVERED BY:

MARK S. HANSEN
Mark S. Hansen                                                   
Signature

                                                   
Date  May 20, 1999


ACCEPTED AND AGREED TO BY:

WILLIAM J. DOWD                                                   
William J. Dowd

                                                   
Date  June 17, 1999


    NOTICE.  Various state and federal laws, including Title VII of 
the Civil Rights Act of 1964, the Age Discrimination in Employment 
Act, the Americans with Disabilities Act, the Employee Retirement 
Income Security Act and the Veterans Reemployment Rights Act (all 
as amended from time to time), prohibit employment discrimination 
based on sex, race, color, national origin, religion, age, 
disability, eligibility for covered employee benefits or veteran 
status.  These laws are enforced through the Equal Opportunity 
Employment Commission (EEOC), United States Department of Labor and 
various state or municipal fair employment boards, human rights 
commissions or similar agencies.

    This General Release is being provided to you in connection 
with the special, individualized severance package outlined in a 
proposed letter agreement dated May 20, 1999.  The federal Older 
Worker Benefit Protection Act requires that you have at least 
twenty-one (21) days, if you want it, to consider whether you wish 
to sign a release such as this one in connection with a special, 
individualized severance package.  You have until the close of 
business twenty-one (21) days from the date you receive the May 20, 
1999 letter and this General Release to make your decision.  You 
may accept the special, individualized severance package at any 
time during that period.  BEFORE EXECUTING THIS GENERAL RELEASE YOU 
SHOULD REVIEW IT AND THE PROPOSED LETTER AGREEMENT CAREFULLY AND 
CONSULT WITH YOUR ATTORNEY.

    You may revoke this General Release within seven (7) days after 
you sign it and it shall not become effective or enforceable until 
that revocation period has expired.  If you do not accept the 
severance package and sign and return this General Release within 
twenty-one (21) days, or if you exercise your right to revoke the 
General Release after signing it, you will not be eligible for the 
special, individualized severance package.  Any revocation must be 
in writing and must be received by Fleming Companies, Inc., 
Attention: Dee Jerome, 6301 Waterford Blvd., Oklahoma City, OK 
73126, within the seven-day period following your execution of this 
General Release.

                                                                   
                              GENERAL RELEASE

    In consideration of the special, individualized severance 
package offered to me by Fleming Companies, Inc. and the separation 
benefits I will receive as reflected in a letter dated May 20, 1999 
(the 'Letter Agreement'), I release and discharge Fleming 
Companies, Inc. and its successors, affiliates, parent, 
subsidiaries, partners, employees, officers, directors and agents 
(hereinafter referred to collectively as the 'Company') from all 
claims, liabilities, demands and causes of action, known or 
unknown, fixed or contingent, which I may have or claim to have 
against the Company, including any claims arising out of or 
relating to my past employment with the Company and the severance 
of that relationship, as well as my decision to accept the 
separation benefits described in the Letter Agreement, and do 
hereby covenant not to file a lawsuit or commence any other legal 
action to assert such claims.  This includes but is not limited to 
claims arising under federal, state, or local laws prohibiting 
employment discrimination (including the Age Discrimination in 
Employment Act), relating to any prior written, oral or implied 
contracts pertaining to employment, severance or retirement or 
growing out of any legal or equitable restrictions on the Company's 
rights not to continue an employment relationship with its 
employees, but not to include any claims under the Employee 
Retirement Income Security Act with regard to vested rights in any 
of the Company's qualified retirement plans.

    I have carefully reviewed and fully understand all the 
provisions of the Letter Agreement, the foregoing Notice and this 
General Release, which set forth the entire agreement between me 
and the Company.

    I understand that my receipt of the separation benefits under 
the Letter Agreement is dependent on my execution of this General 
Release, upon my return to the Company of any Company property 
within my possession or control and upon my continued cooperation 
in providing information necessary for transition and maintenance 
of the Company's ongoing business.  I also understand that my 
receipt and retention of the separation benefits are also 
contingent on my continued nondisclosure of the Company's 
confidential information, including the terms of my severance 
package, and that prohibited disclosure of information or any 
future defamation, disparaging remarks or statements by me to any 
third parties, other associates or the media which could embarrass 
or cause harm to the Company's name and reputation or to the name 
and reputation of its officers, directors or representatives shall 
entitle the Company to reimbursement or retention of any separation 
benefits I have received or may receive.

    I acknowledge that the Company has given me a 21-day period to 
consider this General Release and whether to accept the special, 
individualized severance package, and that the Company has advised 
me to seek independent legal advice as to these matters if I chose 
to do so.  I further acknowledge that I have not relied upon any 
representation or statement, oral or written, by the Company not 
set forth in those materials and documents.

    DATED this 17th day of June, 1999.

                                             WILLIAM J. DOWD           
(Print Name)                                 William J. Dowd

                       
(Print Name)                                 Witness