Supplemental Retirement Income Agreement - Fleming Companies Inc. and Robert E. Stauth


AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT INCOME AGREEMENT

FOR

ROBERT E. STAUTH

AMENDED AND RESTATED
AGREEMENT FOR SUPPLEMENTAL RETIREMENT INCOME


  THIS AMENDED AND RESTATED AGREEMENT FOR SUPPLEMENTAL RETIREMENT INCOME (the
'Agreement') is made as of this 24th day of February, 1997 by and between ROBERT
E. STAUTH, an individual (the 'Participant') and FLEMING COMPANIES, INC. (the
'Company') with respect to the following:

  WHEREAS, the Company and the Participant are parties to that certain Agreement
for Supplemental Retirement Income (the 'Old Agreement') which Agreement was
adopted pursuant to the Supplemental Retirement Income Plan of Fleming
Companies, Inc. and Its Subsidiaries; and

  WHEREAS, the Board of Directors of the Company has adopted the Amended and
Restated Supplemental Plan effective January 1, 1995 (the 'Supplemental Plan');
and

  WHEREAS, the Company and the Participant desire to terminate the Old Agreement
and replace it with this Agreement.

  NOW, THEREFORE, in consideration of mutual covenants hereinafter contained,
the parties hereto agree as follows.  All capitalized words used in this
Agreement shall have the same meaning as such terms are used in the Supplemental
Plan unless specifically denoted otherwise.

1.  Purpose of Supplemental Plan.  The purpose of the Supplemental Plan and this
Agreement is to provide to you, the Participant, the opportunity to earn a
Supplemental Income as provided in this Agreement in order to retain you, as a
key management associate, with the Company.  Payment of the Supplemental Normal
Retirement Income shall be made to you in consideration of future services
rendered by you and shall be paid to you or your Beneficiary as hereinafter
provided.

2.  Maximum Amount of Target Benefit.  The maximum amount of Target Benefit to
which you will be entitled at your Normal Retirement Date will be seventy-seven
percent (77%) of your Annual Final Compensation.  This is your Target Benefit.
This assumes that you will earn thirty-seven years (37) Years of Credited
Service as of your Normal Retirement Date.

3.  Calculation and Manner of Payment of Supplemental  Normal Retirement Income.

(a)  General.  You, as a Participant, are also a participant in the Qualified
Retirement Plan sponsored by the Company.  Further, you have also earned a
benefit in the form of a Basic Retirement Income pursuant to the terms of the
Qualified Retirement Plan as of the Effective Date or a date subsequent thereto.
Your Supplemental Normal Retirement Income will equal the difference between the
applicable Target Benefit selected for you by the Committee and the Offset
Amounts otherwise payable to you as of your applicable Retirement Date,
consisting of the following:

(1) the amount payable to you under Fleming's Qualified Retirement Plan; and

(2) Social Security amount payable to you and your spouse.



(b) Manner of Payment of Supplemental Normal Retirement Income.  The
Supplemental Normal Retirement Income will be paid to you and your Beneficiary,
if applicable, in the manner elected by you below: (Check One Box Only)

Methods of Payment

1. [ ] Life of Participant Only

2. [ ] 50% Joint Annuitant Survivor Benefit

3. [ ] 75% Joint Annuitant Survivor Benefit

4. [ ] 100% Joint Annuitant Survivor Benefit

5. [ ] 5 Year Period Certain

6. [X] 10 Year Period Certain

7. [ ] 15 Year Period Certain

The actual amounts payable at retirement or death will depend upon your age
and/or your Beneficiary.  Refer to Exhibit 'A' for a complete description of the
Methods of Payment.

(c) Calculation.  Exhibit 'B' hereto contains an example calculation of
Supplemental Normal Retirement Income assuming a retirement at age 65 and
Exhibit 'C' hereto contains an example calculation of Supplemental Early
Retirement Income assuming retirement at age 55.

4.  Commencement of Supplemental Retirement Income. Subject to the provisions of
Section 9.2 of the Supplemental Plan, based upon the manner of payment elected
by you for payment of your Supplemental Normal Retirement Income, payments shall
actually commence as of your Early Retirement Date (only with the consent of the
Committee), Normal Retirement Date, Disability Retirement Date, Postponed
Retirement Date, or date of death, as the case may be, and shall be payable
monthly to you or your Beneficiary, as the case may be, until payments cease as
provided hereafter.

5.  Amendment or Termination.  This Agreement may be amended or terminated only
with the consent of the Company and you, the Participant.

6.  Expenses.  The expenses of administering this Agreement shall be borne by
the Company and shall not be charged against your Supplemental Normal Retirement
Income.

7. Applicable Law.  The provisions of this Agreement shall be construed,
administered and enforced according to the laws of the State of Oklahoma.

8.  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 you or your Beneficiary, or any other person
otherwise entitled to your Supplemental Normal Retirement Income and accruals
thereon.  The status of you and your 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 you or
your Beneficiary or to be security for the performance of the obligations of the
Company, but shall be, and remain a general,

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unpledged, unrestricted asset of the Company at all times subject to the
claims of general creditors of the Company.

9.  No Assignability.  Neither you, your Beneficiary, nor any other person shall
acquire any right to or interest in any Supplemental Normal Retirement Income
and accruals thereon, 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 the 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.  If you or your Beneficiary should become bankrupt or
attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge any
right to a benefit hereunder or under the Supplemental Plan, then such right or
benefit shall, in the discretion of the Committee, cease and terminate, and, in
such event, the Committee may hold or apply the same or any part thereof for the
benefit of you and your Beneficiary, in such manner and in such portion as the
Committee, in its sole and absolute discretion, may deem proper.

10.  Agreement Does Not Guarantee Continued Employment of  Participant.  The
execution of this Agreement by the Company and you, as the Participant, in no
way whatsoever guarantees the continuation of employment of you with the
Company.  Further, notwithstanding any provision contained in this Agreement or
the Supplemental Plan which may imply or specify to the contrary, except as
provided in the Supplemental Plan, your right to receive a Supplemental Normal
Retirement Income (or any other benefit) under this Agreement or the
Supplemental Plan shall at all times be forfeitable prior to the specific date
that you first satisfy the requirements for actually retiring on your applicable
Retirement Date or as of the date of your death, as the case may be.
Accordingly, in the event of termination of employment of Participant prior to
such applicable date (except as specifically provided in the Supplemental Plan)
neither you nor your Beneficiary, or any other person shall be entitled to any
benefit pursuant to the terms of this Agreement or the Supplemental Plan.

11.  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 any payments or rights to
payments under this Agreement.

12.  Designation of Beneficiary.

(a) You, as the Participant, hereby designate the following individual as your
Beneficiary to receive any Supplemental Death Benefit (including any benefit to
be paid to such Beneficiary as the surviving 'joint annuitant' pursuant to
Section 3(b) hereof) payable to you under this Agreement or the Supplemental
Plan in the event of your death:


Name                    Address                    Relationship

Carol E. Stauth      12501 Bocage Drive                Wife
                     Oklahoma City, OK


(b) You understand that during your lifetime, you may at any time change the
Beneficiary designated herein by delivering to the Committee a new designation
of a Beneficiary.

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13.  Relationship Between Agreement and Supplemental Plan.  This Agreement has
been entered into by and between Company and Participant in accordance with and
pursuant to authority granted to the Committee pursuant to the terms and
provisions of the Supplemental Plan.  In the event that there develops a
conflict between this Agreement and the terms and provisions of the Supplemental
Plan, the terms and provisions of the Supplemental Plan, as interpreted by the
Committee in its sole discretion, shall control and be final and conclusive.

14.  Limitation on Payment of Benefits.  The payment of the Supplemental Normal
Retirement Income as provided in this Agreement shall accrue and be payable to
you or your Beneficiary, as the case may be, only at such times and upon the
occurrence of such conditions as heretofore described.  In no event whatsoever
shall you or your Beneficiary have any right, claim, or interest of any kind
whatsoever in any future payments of such Supplemental Normal Retirement Income
and such payments shall accrue and be payable only on a monthly basis as
provided hereinabove.  In no event may you or your Beneficiary be entitled to
receive a lump sum payment or other sum approximating the right to receive any
future payments of Supplemental Normal Retirement Income hereunder.

15.  Termination of Old Agreement.  Effective as of the date of the execution
and delivery of this Agreement, the Old Agreement shall be terminated and of no
further force and effect.

16.  Effective Date.  This Agreement shall be effective from and after the day
and year first above written.

  DATED the day and year first above written.

FLEMING COMPANIES, INC., an Oklahoma corporation

By /s/ Larry A. Wagner
       Larry A. Wagner
       Senior Vice President-
       Human Resources

   'COMPANY'


   /s/ Robert E. Stauth
       Robert E. Stauth

   'PARTICIPANT'

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EXHIBIT 'A'

Description of Methods of Payment

METHOD 1 - Life of              A Supplemental Normal Retirement Income will
Participant Only:               be paid for your life only.  Upon your death,
                                all payments of Supplemental Normal Retirement
                                Income shall cease.

METHOD 2 - 50%                  A reduced amount of Supplemental Normal
Joint Annuitant                 Retirement Income will be paid to you for your
Survivor Benefit:               life, then, at your death 50% of such amount
                                shall be paid to your surviving Beneficiary.
                                In the event that your surviving Beneficiary
                                has predeceased you, or should otherwise die
                                after your death, then no further payments
                                will be paid under Method 2 or this Agreement.

METHOD 3 - 75%                  A reduced amount of Supplemental Normal
Joint Annuitant                 Retirement Income will be paid to you for your
Survivor Benefit:               life, then, at your death 75% of such amount
                                shall be paid to your surviving Beneficiary.
                                In the event that your surviving Beneficiary
                                has predeceased you, or should otherwise die
                                after your death, then no further payments
                                will be due under Method 3 or this Agreement.

METHOD 4 - 100%                 A reduced amount of Supplemental Normal
Joint Annuitant                 Retirement Income will be paid to you for your
Survivor Benefit:               life, then, at your death 100% of such amount
                                shall be paid to your surviving Beneficiary.
                                In the event that your surviving Beneficiary
                                has predeceased you, or should otherwise die
                                after your death, then no further payments
                                will be due under Method 4 or this Agreement.

METHOD 5 - 5 Year               A reduced amount of Supplemental Normal
Period Certain:                 Retirement Income will be paid for a period of
                                5 years certain.  After the expiration of such
                                5 year period, payments shall then continue
                                for your life in the same amount.  In the
                                event of your death during the 5 year period
                                certain, then, the balance of such payments
                                due only during such 5 year period will be
                                paid to your surviving Beneficiary.  After the
                                expiration of such 5 year period, then all
                                payments shall cease.  In the event of the
                                expiration of such 5 year period, and you die,
                                then, no further benefits will be paid under
                                METHOD 5 or this Agreement.

                                     -1-



METHOD 6 - 10 Year              A reduced amount of Supplemental Normal
Period Certain:                 Retirement Income shall be paid for a period
                                of 10 years certain.  After the expiration of
                                such 10 year period, payments shall then
                                continue for your life in the same amount.  In
                                the event of your death during the 10 year
                                period certain, then, the balance of such
                                payments due only during such 10 year period
                                will be paid to your surviving Beneficiary.
                                After the expiration of such 10 year period,
                                then all payments shall cease.  In the event
                                of the expiration of such 10 year period, and
                                you die, then, no further benefits will be
                                paid under METHOD 6 or this Agreement.

METHOD 7 - 15 Year              A reduced amount of Supplemental Normal
Period Certain:                 Retirement Income shall be paid for a period
                                of 15 years certain.  After the expiration of
                                such 15 year period, payments shall then
                                continue for your life in the same amount.  In
                                the event of your death during the 15 year
                                period certain, then, the balance of such
                                payments due only during such 15 year period
                                will be paid to your surviving Beneficiary.
                                After the expiration of such 15 year period,
                                then all payments shall cease.  In the event
                                of the expiration of such 15 year period, and
                                you die, then, no further benefits will be
                                paid under METHOD 7 or this Agreement. 

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EXHIBIT 'B'


EXAMPLE OF CALCULATION OF SUPPLEMENTAL NORMAL
RETIREMENT INCOME ASSUMING RETIREMENT AT AGE 65


Assumptions:

- Final Average Earnings = $200,000
- Category I Participant
- 28 Years Service
- Retire at 65
- Estimated SSA          =   13,610
- Spousal SSA            =    6,805
- 'B' Account            =  120,000
- Annual Pension         = $ 53,582


Calculations:

Final Average Earnings     $200,000
SERP Target                 x   .68

                           $136,000
Less 'B' Acct. Equivalent  - 14,748
Less Pension               - 53,582
Less Age 65 Primary SSA    - 13,610
Less Spousal SSA           -  6,805

Annual Life Only SERP      $ 47,255

                                     -3-


EXHIBIT 'C'


EXAMPLE OF CALCULATION OF SUPPLEMENTAL EARLY
RETIREMENT INCOME ASSUMING RETIREMENT AT AGE 55

Assumptions:

- Final Average Earnings  =  $200,000
- Category I Participant
- 28 Years Service
- Retire at 55
- Estimated SSA           =    13,610
- Spousal SSA             =     6,805
- 'B' Account             =   120,000
- Annual Pension          =  $ 24,899


Calculations:

Final Average Earnings          $200,000
SERP Target                      x   .68

                                $136,000
Less 42% Early Retire. Reduct.-   57,120

                                  78,880
Less 'B' Acct. Equivalent     -   12,024
Less Pension                  -   24,899
Less Age 65 Primary SSA       -   13,610
Less Spousal SSA              -    6,805

Annual Life Only SERP           $ 21,542

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