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Employment Agreement - Fleming Companies Inc. and James E. Stuard

FLEMING COMPANIES, INC.                      6301 Waterford Blvd.
                                             P. O. Box 26647
                                             Oklahoma City, OK 73126-0647

Corporate Staff                         November 18, 1993

Mr. James E. Stuard
6921 Brentfield
Dallas, Texas 75248

Dear Jim:

This letter will recap the mutual understanding we had November 16, 1993,
regarding your future employment with the company.

     1.   You will remain as a full-time associate until December 1, 1994.

     2.   You will remain on the payroll at full salary, benefits, and bonus
          program until April 1, 1995, at which time you will retire from the

     3.   At the time of your retirement, you will receive your age 62 benefits,
          which are as follows:

          Age 62 Pension                $138,864
          'B' Account Equivalent          26,688
          Age 62 SERP                     54,420


          You do have the option to take your 'B' account in a lump sum, thus,
          reducing the above number $26,688.

     4.   During the five months beginning December 1, 1994, until April 1,
          1995, you will work on a part-time basis, or as needed, acting as a
          consultant to your replacement and/or the company.

     5.   We agree that if the health of either you or your wife should preclude
          you from performing your duties in a satisfactory manner, you may
          retire from the company and be given your age 62 retirement benefit.
          We understand that should this actually be necessary, you agree to
          provide whatever access we might desire from your medical records
          and/or you doctors in order to assure ourselves that this action is

     6.   Upon your retirement, you will be provided with a life insurance
          policy on your life in the amount equal to one times your ending


Mr. James E. Stuard
November 18, 1993
Page 2

     7.   The company will pay for your insurance premium until both you and
          your wife reach age 65.

     8.   For 1994 FICP purposes, you will participate as if you had worked
          full time until December 31, 1994.

     9.   In recognition of your valuable service to the company, we will pay
          you a $50,000 bonus on December 1, 1993, and an additional $50,000
          bonus on December 1, 1994.  Since this is extraordinary income, these
          two bonus payments will not be used in calculating your final average
          earnings in determining your retirement income.

I am enclosing two copies of this letter.  If its contents accurately reflect
our understanding, please sign at the bottom of both, retain one copy for your
file, and forward the other one to me.

Jim, I want you to know that I am extremely excited about your continued
involvement with our company and know that your support will prove to be very
beneficial to all of us.


                                        /s/ Robert E. Stauth
                                        Robert E. Stauth
                                        President & CEO

/s/JAMES E. STUARD                                        11/26/93
   -------------------------                              --------
   James E. Stuard                                        Date


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