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Consulting Agreement - Fleming Companies Inc. and E. Dean Werries


1.   At the October 19, 1993, board meeting will relinquish the Chief Executive
     Officer title.

2.   Through the Annual Meeting in 1994 will serve the company as Chairman of
     the Board.

3.   As Chairman, he will report to the Board of Directors.

4.   Salary: No change in salary through the Annual Meeting in 1994.

5.   Consulting Fee: Beginning with the 1994 Annual Meeting, he will receive a
     consulting fee of $200,000 annually paid in quarterly installments.  This
     will continue until the Annual Meeting in 1997.

6.   Expenses: Will be reimbursed for all reasonable business and travel
     expenses incurred in the course of conducting company business.

7.   Office Space: During the consulting period, he will be provided with a
     suitable office of a size and with furnishings and other appointments and
     secretarial and other assistants as are provided to key management
     associates of the company.

8.   Automobile: During the consulting period, he shall be entitled to the use
     of a company automobile and the reimbursement of related business expenses
     (gasoline and repairs), in accordance with the plans, past practices,
     programs and policies of the company with respect to key management
     associates of the company, as approved and interpreted by the Chief
     Executive Officer.

9.   In keeping with current board policy, he may remain on the Board of
     Directors until age 70, if so nominated by the company and elected by the

10.  There will be a mutual understanding on what role he will have in the
     company beginning in October 1993 through the Annual Meeting 1994.

11.  As a consultant to the company, he will take direction exclusively from the
     Chief Executive Officer and/or the Board of Directors.

                                        FLEMING COMPANIES, INC.

     /s/ E. Dean Werries                /s/ Robert E. Stauth
     ----------------------------       -----------------------------
         E. Dean Werries                By: Robert E. Stauth


By: /s/ James G. Harlow, Jr., Chairman
        James G. Harlow, Jr., Chairman


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