Severance Agreement - Fleming Companies Inc.


            AMENDED AND RESTATED SEVERANCE AGREEMENT

          AMENDED AND RESTATED SEVERANCE AGREEMENT (the
'Agreement') entered into between Fleming Companies, Inc., an
Oklahoma corporation (the 'Company'), and         1       , an
                                           ---------------
individual (the 'Executive'), dated as of this 2nd day of March,
1995 (the 'Effective Date').

          WHEREAS, the Company and the Executive are parties to
that a Severance Agreement (the 'Old Agreement'); and

          WHEREAS, the Company and the Executive desire to
terminate the Old Agreement and replace it with this Agreement; and

          WHEREAS, the Company deems the services of the Executive
to be of great and unique value to the business of the Company and
the Company desires to assure both itself of continuity of
management and the Executive of continued employment; and

          WHEREAS, the Executive is a key management associate of
the Company and is presently making and is expected to continue
making substantial contributions to the Company; and

          WHEREAS, it is in the best interests of the Company and
its shareholders to induce the Executive to remain in the employ of
the Company; and

          WHEREAS, the Executive presently is serving in his/her
capacity as a     2     of the Company; and
              ---------

          WHEREAS, the Company desires to provide an additional
inducement for the Executive to remain in the employ of the Company
as hereinafter provided by providing to him/her additional amounts
of compensation as provided in this Agreement in the event of
his/her termination of employment for the reasons specified herein.

          NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Executive and the Company hereby agree as provided below.

          1.   OPERATION OF AGREEMENT.  The purpose of this
Agreement is to provide to the Executive additional amounts of
compensation as provided in this Agreement in the event of his/her
termination of employment for the reasons specified herein.
Accordingly, the Company and the Executive have entered into this
Agreement in accordance with the terms and provisions herein to
provide for such protection to the Executive.

               (a)  CONTROL DATE.  The 'Control Date' shall be the
date during the 'Change of Control Period' (as defined in Section
1(b)) on which a Change of Control (as defined in Section 1(c))




occurs.  Anything in this Agreement to the contrary
notwithstanding, if the Executive's employment with the Company is
terminated prior to the date on which a Change of Control occurs,
and it is reasonably demonstrated that such termination (i) was at
the request of a third party who has taken steps reasonably
calculated to effect a Change of Control or (ii) otherwise arose in
connection with or anticipation of a Change of Control, then for
all purposes of this Agreement the 'Control Date' shall mean the
date immediately prior to the date of such termination.

               (b)  CHANGE OF CONTROL PERIOD.  The 'Change of
Control Period' is the period commencing on the Effective Date and
ending on the first to occur of (i) the second anniversary of such
date or (ii) the first day of the month coinciding with or next
following the Executive's attainment of age 65 ('Normal Retirement
Date'); provided, however, that commencing on the date one year
after the date hereof, and on each annual anniversary of such date
(the date one year after the date hereof and each annual
anniversary of such date, is hereinafter referred to as the
'Renewal Date'), the Change of Control Period shall be
automatically extended so as to terminate on the first to occur of:
(i) two years from such Renewal Date or (ii) the first day of the
month coinciding with or next following the Executive's Normal
Retirement Date, unless at least 60 days prior to the Renewal Date,
the Company shall give notice that the Change of Control Period
shall not be so extended, in which event this Agreement shall
continue for the remainder of the term of the then current Change
of Control Period and terminate as provided herein.

               (c)  DEFINITION OF CHANGE OF CONTROL.  For the
purpose of this Agreement, a 'Change of Control' shall mean:

                    (i)    The acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the 'Exchange
Act')) (a 'Person') of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 20% or more (the
'Triggering Percentage') of either (x) the then outstanding shares
of common stock of the Company (the 'Outstanding Company Common
Stock') or (y) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors (the 'Outstanding Company Voting
Securities'); provided, however, in the event the 'Incumbent Board'
(as such term is hereinafter defined) pursuant to Section 7 of the
Rights Agreement between the Company and The Liberty National Bank
and Trust Company of Oklahoma City dated as of July 7, 1986
together with any additional amendments thereto (the 'Rights
Agreement') lowers the threshold amounts set forth in Section 1(a)
or 3(a) of the Rights Agreement, the Triggering Percentage shall be
automatically reduced to equal the threshold set pursuant to
Section 7 of the Rights Agreement; and provided, further, however,
that the following acquisitions shall not constitute a change of

                              -2-



control:  (A) any acquisition directly from the Company, (B) any
acquisition by the Company; (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company, (D) any
acquisition previously approved by at least a majority of the
members of the Incumbent Board, (E) any acquisition approved by at
least a majority of the members of the Incumbent Board within five
(5) business days after the Company has notice of such acquisition,
or (F) any acquisition by any corporation pursuant to a transaction
which complies with clauses (x), (y), and (z) of subsection (iii)
of this Section 1(c); or

                    (ii)   Individuals who, as of the date hereof,
constitute the Board (the 'Incumbent Board') cease for any reason
to constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the date
hereof whose election, appointment or nomination for election by
the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the
Incumbent Board, but excluding, for purposes of this definition,
any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or

                    (iii)  Approval by the shareholders of the
Company of a reorganization, share exchange, merger or
consolidation (a 'Business Combination'), in each case, unless,
following such Business Combination, (x) all or substantially all
of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more
than 70% of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as
a result of such transaction owns the Company through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (y) no Person (excluding any
employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation
except to the extent that such ownership existed prior to the

                             -3-




Business Combination, and (z) at least a majority of the members of
the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination or were elected,
appointed or nominated by the Board; or

                    (iv)  Approval by the shareholders of the
Company of (x) a complete liquidation or dissolution of the Company
or, (y) the sale or other disposition of all or substantially all
of the assets of the Company, other than to a corporation, with
respect to which following such sale or other disposition, (A) more
than 70% of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportions as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (B) less
than 20% of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by any Person (excluding any employee
benefit plan (or related trust) of the Company or such
corporation), except to the extent that such Person owned 20% or
more of the Outstanding Company Common Stock or Outstanding Company
Voting Securities prior to the sale or disposition, and (C) at
least a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such sale or other disposition of assets of the
Company or were elected, appointed or nominated by the Board.

          2.   AGREEMENT NOT EMPLOYMENT CONTRACT.  This Agreement
shall be considered solely as a 'severance agreement' obligating
the Company to pay to the Executive certain amounts of compensation
in the event and only in the event of his termination of employment
after the Control Date for the reasons and at the times specified
herein.

          3.   TERMINATION.  Except as provided in Section 5
hereof, this Agreement shall terminate upon the first to occur of
the following events.

               (a)  DEATH.  The date of death of the Executive.

                               -4-


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

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

                    (2)    The Executive shall not be deemed to
have been terminated for Cause unless and until there shall have
been delivered to the Executive 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 Executive
and an opportunity for the Executive, together with the Executive's
counsel, to be heard before the Board), finding that in the good
faith opinion of the Board the Executive was guilty of conduct set
forth in clauses (i), (ii) or (iii) above and specifying the
particulars thereof in detail.

               (c)  GOOD REASON.  The termination of the
Executive's employment by the Executive for Good Reason.  For
purposes of this Agreement, 'Good Reason' means:

                    (i)   the assignment to the Executive of any
          duties inconsistent in any respect with the Executive'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 Executive

                    (ii)   the Company's requiring the Executive to
          be based at any office or location more than 25 miles
          from where the Executive was employed immediately prior
          to the Change of Control, except for periodic travel

                              -5-



          reasonably required in the performance of the Executive's
          responsibilities; or

                    (iii)  any failure by the Company to comply
          with and satisfy Section 11(a) of this agreement.

               (d)  FAILURE TO EXTEND AGREEMENT.  The Company gives
notice of its intent not to extend the Change of Control Period as
provided in Section 1(b) hereof.

          4.   NOTICE OF TERMINATION.  Any termination of
employment by the Company for Cause or by the Executive for Good
Reason as provided in Section 3, above, shall be communicated by
Notice of Termination to the other party hereto given in accordance
with Section 13 of this Agreement.  For purposes of this Agreement,
a 'Notice of Termination' means a written notice which (i)
indicates the specific termination provision in this Agreement
relied upon, (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated and (iii)
if the termination date is other than the date of receipt of such
notice, specifies the termination date (which date shall be not
more than 15 days after the giving of such notice).

          5.   OBLIGATIONS OF THE COMPANY UPON TERMINATION
FOLLOWING CHANGE OF CONTROL.  If (i) within 24 months of the
Control Date the Company shall terminate the Executive's employment
for any reason other than for Cause or death, or (ii) within 24
months of the Control Date the employment of the Executive shall be
terminated by the Executive for Good Reason, then, upon the
occurrence of either event as described in clauses (i) and (ii),
the Company shall pay to the Executive in a lump sum, in cash,
within 30 days after the date of termination of employment an
amount equal to 24 times the Base Compensation Rate (defined below)
on the Control Date.  'Base Compensation Rate' shall mean the
monthly rate of compensation of the Executive (before any salary
reductions on account of contributions made pursuant to either
Sections 401(k) or 125 of the Code, if applicable) in effect as of
the Effective Date or such rate as increased but not reduced) from
the Effective Date until the Control Date.  The Executive's Base
Compensation Rate as of the Effective Date is the monthly rate of
salary, payable bi-weekly.  Provided, in the event the Executive
has not attained his Normal Retirement Date as of the Control Date,
and if his Normal Retirement Date would occur within 24 months of
his Control Date assuming the Executive continued in the employ of
the Company until his Normal Retirement Date and then retired,
then, in such event, the aforesaid factor '24' shall be reduced to
equal the number of months (partial months shall be considered as
a whole month) remaining between the Control Date and the
Executive's Normal Retirement Date.  Provided further, if the
Executive has attained his Normal Retirement Date on the Control
Date, then, the factor '24' as used in this Section 5 shall be

                              -6-



reduced to zero, and such Executive shall be entitled to no payment
under this Agreement.

          6.   CERTAIN ADDITIONAL PAYMENTS BY THE COMPANy.

               (a)  Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any
payment or distribution by the Company to or for the benefit of the
Executive, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, including, by
example and not by way of limitation, acceleration by the Company
of the date of vesting or payment or rate of payment under any
plan, program or arrangement of the Company (a 'Payment'), would be
subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the  'Code') or any interest or
penalties with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter
collectively referred to as the 'Excise Tax'), then the Executive
shall be entitled to receive an additional payment (a 'Gross-Up
Payment') in an amount such that after payment by the Executive of
all taxes (including any interest or penalties imposed with respect
to such taxes), including any Excise Tax, imposed upon the Gross-Up
Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.

               (b)  Subject to the provisions of Section 6(c), all
determinations required to be made under this Section 6, including
whether a Gross-Up Payment is required and the amount of such
Gross-Up Payment, shall be made by Deloitte & Touche LLP (the
'Accounting Firm') which shall provide detailed supporting
calculations both to the Company and the Executive within 15
business days of the receipt of notice from the Executive that
there has been a Payment which would be subject to the Excise Tax,
or such earlier time as is requested by the Company.  The initial
Gross-Up Payment, if any, as determined pursuant to this Section
6(b), shall be paid to the Executive within five days of the
receipt of the Accounting Firm's determination.  If the Accounting
Firm determines that no Excise Tax is payable by the Executive, it
shall furnish the Executive with an opinion that he has substantial
authority not to report any Excise Tax on his federal income tax
return.  Any determination by the Accounting Firm shall be binding
upon the Company and the Executive.  As a result of the uncertainty
in the application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by
the Company should have been made ('Underpayment'), consistent with
the calculations required to be made hereunder.  In the event that
the Company exhausts its remedies pursuant to Section 6(c) and the
Executive thereafter is required to make a payment of any Excise
Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be

                                -7-



promptly paid by the Company to or for the benefit of the
Executive.

               (c)  The Executive shall notify the Company in
writing of any claim by the Internal Revenue Service that, if
successful, would require the payment by the Company of the Gross-
Up Payment.  Such notification shall be given as soon as
practicable but no later than ten business days after the Executive
knows of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be
paid.  The Executive shall not pay such claim prior to the
expiration of the 30-day period following the date on which it
gives such notice to the Company (or such shorter period ending on
the date that any payment of taxes with respect to such claim is
due).  If the Company notifies the Executive in writing prior to
the expiration of such period that it desires to contest such
claim, the Executive shall:

                    (i)    give the Company any information
reasonably requested by the Company relating to such claim,

                   (ii)    take such action in connection with
contesting such claim as the Company shall reasonably request in
writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney
reasonably selected by the Company,

                  (iii)    cooperate with the Company in good faith
in order effectively to contest such claim, and

                   (iv)    permit the Company to participate in any
proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all
costs and expenses (including additional interest and penalties)
incurred in connection with such contest and shall indemnify and
hold the Executive harmless, on an after-tax basis, for any Excise
Tax or income tax, including interest and penalties with respect
thereto, imposed as a result of such representation and payment of
costs and expenses.  Without limitation on the foregoing provisions
of this Section 6(c), the Company shall control all proceedings
taken in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of
such claim and may, at its sole option, either direct the Executive
to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that if
the Company directs the Executive to pay such claim and sue for a
refund, the Company shall advance the amount of such payment to the

                                -8-



Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax
or income tax, including interest or penalties with respect
thereto, imposed with respect to such advance or with respect to
any imputed income with respect to such advance; and further
provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Executive with
respect to which such contested amount is claimed to be due is
limited solely to such contested amount.  Furthermore, the
Company's control of the contest shall be limited to issues with
respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or
any other taxing authority.

               (d)  If, after the receipt by the Executive of an
amount advanced by the Company pursuant to Section 6(c), the
Executive becomes entitled to receive any refund with respect to
such claim, the Executive shall (subject to the Company's complying
with the requirements of Section 6(c)) promptly pay to the Company
the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto).  If, after the
receipt by the Executive of an amount advanced by the Company
pursuant to Section 6(c), a determination is made that the
Executive shall not be entitled to any refund with respect to such
claim and the Company does not notify the Executive in writing of
its intent to contest such denial of refund prior to the expiration
of thirty days after such determination, then such advance shall be
forgiven and shall not be required to be repaid and the amount of
such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.

          7.   NON-EXCLUSIVITY OF RIGHTS.  Nothing in this
Agreement shall prevent or limit the Executive's continuing or
future participation in any benefit, bonus, incentive or other plan
or program provided by the Company or any of its affiliated
companies and for which the Executive may qualify, nor shall
anything herein limit or otherwise affect such rights as the
Executive may have under any stock option or other agreements with
the Company or any of its affiliated companies.  Amounts which are
vested benefits or which the Executive is otherwise entitled to
receive under any plan or program of the Company or any of its
affiliated companies at or subsequent to the date of termination of
employment shall be payable in accordance with such plan or
program.

          8.   FULL SETTLEMENT.  The Company's obligation to make
the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any
circumstances, including, without limitation, any set-off,
counterclaim, recoupment, defense or other right which the Company
may have against the Executive or others.  In no event shall the

                               -9-



Executive be obligated to seek other employment by way of
mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement.

          9.   CONFIDENTIAL INFORMATION.

               (a)  REQUIREMENT OF EXECUTIVE.  The Executive shall
hold in a fiduciary capacity for the benefit of the Company all
secret or confidential information, knowledge or data relating to
the Company or any of its affiliated companies, and their
respective businesses, which shall have been obtained by the
Executive during the Executive's employment by the Company or any
of its affiliated companies and which shall not be public knowledge
(other than by acts by the Executive or his representatives in
violation of this Agreement).  After termination of the Executive's
employment with the Company, the Executive shall not, without the
prior written consent of the Company, communicate or divulge any
such information, knowledge or data to anyone other than the
Company and those designated by it.  In no event shall an asserted
violation of the provisions of this Section 9 constitute a basis
for deferring or withholding any amounts otherwise payable to the
Executive under this Agreement.

               (b)  ADDITIONAL REMEDIES.  The Executive agrees that
the remedy at law for any breach or threatened breach of any
covenant contained in this Section 9 will be inadequate, and that
the Company, in addition to such other remedies as may be available
to it, in law or in equity, shall be entitled to injunctive relief
without bond or other security.

          10.  TERMINATION OF OLD AGREEMENT.  Effective as of March
2, 1995, the date of the execution and delivery of this Agreement,
the Old Agreement shall be terminated and of no further force and
effect.

          11.  SUCCESSORS AND BINDING EFFECT.

               (a)  SUCCESSOR MUST ASSUME AGREEMENT.  The Company
will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to
expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to
perform it if no such succession had taken place.  Failure of the
Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the
Company in the same amount and on the same terms as the Executive
would be entitled to hereunder if the Executive terminated
employment for Good Reason following a Change of Control, except
that for purposes of implementing the foregoing, the date on which
any such succession becomes effective shall be deemed the date of

                               -10-



termination of employment. As used in this Agreement, 'Company'
shall mean the Company as hereinbefore defined and any successor to
its business and/or assets which assumes and agrees to perform this
Agreement by operation of law or otherwise.

               (b)  BINDING EFFECT. This Agreement shall inure to
the benefit of and be enforceable by the Executive's personal or
legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees.  If the Executive
should die while any amount would still be payable to the Executive
hereunder if the Executive had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee or
other designee or, if there is no such designee, to the Executive's
estate.

          12.  APPLICABLE LAW.  This Agreement shall be governed
by and construed in accordance with the laws of the State of
Oklahoma, without reference to principles of conflict of laws.

          13.  NOTICES.    All notices and other communications
hereunder shall be in writing and shall be given by hand delivery
to the other party or by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

          IF TO THE EXECUTIVE:

          At his last known address evidenced on the Company's
          payroll records

          IF TO THE COMPANY:

          Fleming Companies, Inc.
          6301 Waterford Boulevard
          P. O. Box 26647
          Oklahoma City, Oklahoma 73126

          Attn:  Larry A. Wagner
                 Senior Vice President - Human Resources

          with a copy to:

          David R. Almond, Esq.
          Senior Vice President and General Counsel
          Fleming Companies, Inc.
          6301 Waterford Boulevard
          P.O. Box 26647
          Oklahoma City, Oklahoma  73126

                             -11-



          with a copy to:

          McAfee & Taft
          A Professional Corporation
          Tenth Floor Two Leadership Square
          Oklahoma City, Oklahoma 73102

          Attn:  John M. Mee, Esq.

or to such other address as either party shall have furnished to
the other in writing in accordance herewith.  Notice and
communications shall be effective when actually received by the
addressee.

          14.  TAXES TO BE WITHHELD.  The Company may withhold from
any amounts payable under this Agreement such Federal, state or
local taxes as shall be required to be withheld pursuant to any
applicable law or regulation.

          15.  ENTIRE AGREEMENT.  This Agreement constitutes the
entire agreement among the parties with respect to the subject
matter hereof and supersedes any and all prior or contemporaneous
oral and prior written agreements and understandings.  There are no
oral promises, conditions, representations, understandings,
interpretations or terms of any kind as conditions or inducements
to the execution hereof or in effect among the parties.

          16.  AMENDMENT.  This Agreement may not be amended, and
no provision hereof shall be waived, except by a writing signed by
all parties to this Agreement, or, in the case of a waiver, by the
party waiving compliance therewith, which states that it is
intended to amend or waive a provision of this Agreement.  Any
waiver of any rights or failure to act in a specific instance shall
relate only to such instance and shall not be construed as an
agreement to waive any rights or failure to act in any other
instance, whether or not similar.

          17.  ENFORCEABILITY.  Should any provision of this
Agreement be unenforceable or prohibited by an applicable law, this
Agreement shall be considered divisible as to such provision which
shall be inoperative, and the remainder of this Agreement shall be
valid and binding as though such provision were not included
herein.  The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.

          18.  COUNTERPARTS.  This Agreement may be executed in two
or more counterparts with the same effect as if the signatures to
all such counterparts were upon the same instrument, and all such
counterparts shall constitute but one instrument.

          19.  HEADINGS.  All headings in this Agreement are for
convenience only and are not intended to affect the meaning of any
provision hereof.

                              -12-


          20.  NO TRUST.  No action under this Agreement by the
Company or its Board of Directors shall be construed as creating a
trust, escrow or other secured or segregated fund, in favor of the
Executive or his beneficiary.  The status of the Executive and his
beneficiary with respect to any liabilities assumed by the Company
hereunder shall be solely those of unsecured creditors of the
Company.  Any asset acquired or held by the Company in connection
with liabilities assumed by it hereunder, shall not be deemed to be
held under any trust, escrow or other secured or segregated fund
for the benefit of the Executive or his beneficiary or to be
security for the performance of the obligations of the Company, but
shall be, and remain a general, unpledged, unrestricted asset of
the Company at all times subject to the claims of general creditors
of the Company.

          21.  NO ASSIGNABILITY.  Neither the Executive nor his
beneficiary, nor any other person shall acquire any right to or
interest in any payments payable under this Agreement, otherwise
than by actual payment in accordance with the provisions of this
Agreement, or have any power to transfer, assign, anticipate,
pledge, mortgage or otherwise encumber, alienate or transfer any
rights hereunder in advance of any of the payments to be made
pursuant to this Agreement or any portion thereof which is
expressly declared to be nonassignable and nontransferable.  No
right or benefit hereunder shall in any manner be liable for or
subject to the debts, contracts, liabilities, or torts of the
person entitled to such benefit.

          IN WITNESS WHEREOF, the Executive has hereunto set
his/her hand and, pursuant to the authorization from its Board of
Directors, the Company has caused these presents to be executed in
its name on its behalf all as of the day and year first above
written.

                           ------------------------------------------
                                   3

                                  'EXECUTIVE'


                           FLEMING COMPANIES, INC., an Oklahoma
                               corporation

                            By
                               --------------------------------------
                               Robert E. Stauth
                               Chairman, President & Chief
                               Executive Officer

                                   'COMPANY'

                             -13-