Executive Past Service Benefit Plan - Fleming Companies Inc.

                                    FLEMING COMPANIES, INC.

                      EXECUTIVE PAST SERVICE BENEFIT PLAN










                     (Adopted Effective November 1, 1997)



                            FLEMING COMPANIES, INC.
                      EXECUTIVE PAST SERVICE BENEFIT PLAN


                              TABLE OF CONTENTS
                                                                          PAGE
                                                                          ----
ARTICLE I      Name and Purpose of Plan                                      1

          1.1  Name of Plan                                                  1
          1.2  Purpose of Plan                                               1

ARTICLE II     Definitions and Construction                                  1

          2.1  Definitions                                                   1
          2.2  Construction                                                  5

ARTICLE III    Participation                                                 5

          3.1  Participation in Consideration
               for Future Services Only                                      5
          3.2  The Agreement                                                 5

ARTICLE IV     Contributions                                                 6

          4.1  Payments by the Company                                       6

ARTICLE V      Past Service Benefit                                          6

          5.1  Past Service Benefit                                          6
          5.2  Vesting of Past Service Benefit                               7
          5.3  Payment of Past Service Benefit                               7
          5.4  Form of Benefit                                               8
          5.5  Postponed Retirement Date                                     8

ARTICLE VI     Death of a Participant                                        8

          6.1  Payment of Death Benefit                                      8
          6.2  Beneficiary Designation                                       9

ARTICLE VII    Early Retirement                                              9

          7.1  Early Retirement                                              9

ARTICLE VIII   Disability                                                    9

          8.1  Disability                                                    9
          8.2  Proof of Disability                                           9

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ARTICLE IX     Change of Control                                            10

          9.1  Acceleration of Vesting of Past Service
               Benefit Upon Change of Control                               10

ARTICLE X      Manner of Payment of Benefits                                12

         10.1  Payment at Actual Retirement                                 12

ARTICLE XI     General Benefit Provisions                                   13

         11.1  Restrictions on Alienation of Benefits                       13
         11.2  Release of Claims                                            14
         11.3  Plan Unfunded - No Assignment                                14
         11.4  Withholding and Other Employment Taxes                       14
         11.5  No Trust                                                     14

ARTICLE XII    Provisions Relating to Participants                          15

         12.1  Information Required of Participants                         15
         12.2  Abandonment of Benefits                                      15
         12.3  Benefits Payable to Incompetents                             16
         12.4  Conditions of Employment Not
               Affected by Plan                                             16

ARTICLE XIII   Administration and Committee                                 16

         13.1  Allocation of Responsibility
               for Plan Administration                                      16
         13.2  Appointment of Committee                                     16
         13.3  Claims Procedure                                             16
         13.4  Review Procedure                                             17
         13.5  Records and Reports                                          17
         13.6  Other Committee Powers and Duties                            17
         13.7  Rules and Decisions                                          18
         13.8  Committee Procedures                                         18

ARTICLE XIV    Amendment and Termination                                    19

         14.1  Right to Amend or Alter Plan                                 19
         14.2  Right to Terminate Plan                                      19
         14.3  Forfeiture of All Benefits                                   19
         14.4  Merger of Company; Successor Must Assume Plan                19

ARTICLE XV     Miscellaneous Provisions                                     20

         15.1  Articles and Section Titles and Headings                     20
         15.2  Laws of Oklahoma to Govern                                   20

                                      -ii-

                                       
                           FLEMING COMPANIES, INC.
                    EXECUTIVE PAST SERVICE BENEFIT PLAN


         FLEMING COMPANIES, INC., an Oklahoma corporation, hereby adopts the 
FLEMING COMPANIES, INC. EXECUTIVE PAST SERVICE BENEFIT PLAN upon the 
following terms and conditions.

                                   ARTICLE I

                           NAME AND PURPOSE OF PLAN

         1.1   NAME OF PLAN.  This Plan shall be hereafter known as the 
FLEMING COMPANIES, INC. EXECUTIVE PAST SERVICE BENEFIT PLAN.

         1.2   PURPOSE OF PLAN.  The Plan is established and maintained by 
the Company solely for the purpose of providing benefits for certain 
Associates of the Company who (i) were participants in the Amended and 
Restated Supplemental Retirement Income Plan of Fleming Companies, Inc. and 
Its Subsidiaries which was terminated as to such Associates effective 
November 1, 1997, and (ii) have been selected for participation in this Plan 
by the Committee.  It is intended that this Plan be unfunded for federal 
income tax purposes and for purposes of Title I of the Employee Retirement 
Income Security Act of 1974, as amended.

                                   ARTICLE II

                          DEFINITIONS AND CONSTRUCTION

         2.1   DEFINITIONS.  Where the following capitalized words and 
phrases appear in this instrument, they shall have the respective meanings 
set forth below unless a different context is clearly expressed herein.

               (a)  ACCOUNT:  The word 'Account' shall mean the account
         established under Section 5.1(b) to which will be credited each
         Participant's Past Service Benefit and earnings thereon.

               (b)  ACT:  The word 'Act' shall mean Public Law No. 93-406, the
         Employee Retirement Income Security Act of 1974, as amended from time
         to time.

               (c)  ACTUARY:  The word 'Actuary' shall mean an enrolled actuary
         selected from time to time by the Committee to provide actuarial
         services for the Plan who, as of the Effective Date, was Watson, Wyatt
         & Company.

               (d)  AGREEMENT:  The word 'Agreement' shall mean that certain
         'Agreement for Past Service Benefit' which will be entered into by and
         between the Company and the Participant together with any amendments
         thereto.



               (e)  ASSOCIATE:  The word 'Associate' shall mean any person,
         employed by the Company on the basis of an employer-employee
         relationship, who receives remuneration for personal services rendered
         to the Company and who is either a highly compensated employee or a
         select management employee.

               (f)  BENEFICIARY:  The word 'Beneficiary' shall mean that person
         designated by the Participant pursuant to Section 6.2 hereof who would
         be entitled to receive his Past Service Benefit upon the death of the
         Participant.

               (g)  BOARD:  The word 'Board' shall mean the Board of Directors
         of the Company.

               (h)  CAUSE:  The word 'Cause' shall mean the termination from
         employment with the Company or a Subsidiary for one of the following
         reasons:

                         (i)  the conviction of the Participant of a felony by
               a federal or state court of competent jurisdiction; (ii) an act
               or acts of dishonesty taken by the Participant and intended to
               result in substantial personal enrichment of the Participant at
               the expense of the Company; (iii) the Participant's 'willful'
               failure to follow a direct, reasonable and lawful written order
               from his supervisor, within the reasonable scope of the Partici-
               pant's duties, which failure is not cured within 30 days; or
               (iv) the Participant's failure to perform his specified duties
               and responsibilities for a period of 45 days as determined by
               his supervisor after a warning in writing.  Further, for
               purposes of this Subsection (h):

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

                                   (2)  The Participant shall not be deemed to
                    have been terminated for Cause unless and until there shall
                    have been delivered to the Participant 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 Participant and an

                                      -2-


                    opportunity for the Participant, together with the Par-
                    ticipant's counsel, to be heard before the Board), finding
                    that in the good faith opinion of the Board the Participant
                    was guilty of conduct set forth in clauses (i), (ii), (iii)
                    or (iv) above and specifying the particulars thereof in
                    detail.

               (i)  CHANGE OF CONTROL:  The words 'Change of Control' shall
         have the meaning set forth in Section 9.1 of this Plan.

               (j)  CODE:  The word 'Code' shall mean the Internal Revenue Code
         of 1986, as amended from time to time.

               (k)  COMMITTEE:  The word 'Committee' shall mean the
         Compensation and Organization Committee appointed by the Board of
         Directors of the Company under Article XIII herein to administer the
         Plan.

               (l)  COMPANY:  The word 'Company' shall mean Fleming Companies,
         Inc., an Oklahoma corporation, or its successor.

               (m)  DISABILITY:  The word 'Disability' shall mean a condition
         whereby a Participant has become totally and permanently disabled
         within the meaning of the Long-Term Disability Plan as in effect as of
         the Effective Date of this Plan.

               (n)  DISABILITY RETIREMENT DATE:  The words 'Disability
         Retirement Date' shall mean the first day of the month after which a
         Participant terminating employment has satisfied all conditions
         specified in the foregoing Subsection for Disability.

               (o)  EARLY RETIREMENT DATE:  The words 'Early Retirement Date'
         shall mean the first day of the month coinciding with or following the
         date a Participant terminates employment with the Company or any
         Subsidiary after (i) earning at least 10 Years of Employment Service
         and (ii) attaining at least age 55.

               (p)  EFFECTIVE DATE:  The words 'Effective Date' shall mean the
         1st day of November, 1997.

               (q)  LONG-TERM DISABILITY PLAN:  The words 'Long-Term
         Disability Plan' shall mean the 'Long-Term Disability Benefit Plan of
         Fleming Companies, Inc. and Its Subsidiaries.'

                                     -3-


               (r)  NORMAL RETIREMENT AGE:  The words 'Normal Retirement Age'
         shall mean the 65th birthday of a Participant.

               (s)  NORMAL RETIREMENT DATE:  The words 'Normal Retirement Date'
         shall mean the first day of the month coinciding with or following a
         Participant's Normal Retirement Age.

               (t)  PARTICIPANT:  The word 'Participant' shall mean an
         Associate who has been selected for participation in the Plan as of
         the Effective Date, and whose name is listed on Exhibit 'A' attached
         hereto.

               (u)  PAST SERVICE BENEFIT:  The words 'Past Service Benefit'
         shall mean the benefit which has been credited to a Participant and
         adjusted pursuant to Section 5.1 hereof.

               (v)  PLAN:  The word 'Plan' shall mean the 'Fleming Companies,
         Inc. Executive Past Service Benefit Plan,' as set forth in this
         instrument, and as hereafter amended from time to time.

               (w)  POSTPONED RETIREMENT DATE:  The words 'Postponed Retirement
         Date' shall mean the first day of the month coinciding with or next
         following the date that a Participant retires under Section 5.5 herein
         subsequent to his Normal Retirement Date.

               (x)  PRIOR PLAN:  The words 'Prior Plan' shall mean the Amended
         and Restated Supplemental Retirement Income Plan of Fleming Companies,
         Inc. and Its Subsidiaries' which was terminated as to the Participants
         effective November 1, 1997.

               (y)  RETIREMENT DATE:  The words 'Retirement Date' shall mean a
         Participant's Early Retirement Date, Disability Retirement Date,
         Normal Retirement Date, or Postponed Retirement Date, whichever
         applies.

               (z)  SUBSIDIARY:  The word 'Subsidiary' shall mean any
         corporation with 80% or more of its voting capital stock being owned
         by the Company.

              (aa)  TRUST:  The word 'Trust' shall mean the Fleming Companies,
         Inc. Executive Deferred Compensation Trust which has been established
         and may be used by the Company as the device for assisting the Company
         to meet its obligations under the Plan.

                                     -4-


              (bb)  TRUSTEE OR TRUSTEES:  The words 'Trustee' or 'Trustees'
         means the entity who has been designated by the Company to serve as
         Trustee of the Trust.

              (cc)  YEAR:  The word 'Year' shall mean the annual period
         beginning on the first day following the last Saturday of December,
         and ending on the last Saturday of December of the calendar year
         immediately following.

              (dd)  YEAR OF EMPLOYMENT SERVICE:  The words 'Year of Employment
         Service' shall mean the 12 month period commencing with the
         Participant's initial date of hire (or date of rehire) with the
         Company or Subsidiary and 12 month anniversaries of such date during
         which time the Participant remained in the continuous full-time employ
         of the Company or a Subsidiary.  For the purposes of calculating a
         Year of Employment Service, service both before and after the
         Effective Date of this Plan will be considered.  With regard to the
         calculation of Years of Employment Service with respect to any
         Participant who was hired and then terminated employment and
         subsequently was rehired by the Company or a Subsidiary, then, the
         Committee shall make the determination and calculation as to the
         number of completed Years of Employment Service by disregarding the
         break in employment service and considering such periods of employment
         service to be cumulative, i.e., counting one or more periods of
         employment.

         2.2   CONSTRUCTION.  The masculine gender, where appearing in the 
Plan, shall be deemed to include the feminine gender, unless the context 
clearly indicates to the contrary.  Any word appearing herein in the plural 
shall include the singular, where appropriate, and likewise the singular 
shall include the plural, unless the context clearly indicates to the 
contrary.
                                       
                                 ARTICLE III

                                PARTICIPATION

          3.1  PARTICIPATION IN CONSIDERATION FOR FUTURE SERVICES ONLY.  The 
only Participants in the Plan are those listed on Exhibit 'A' attached 
hereto, and no additional Associates will be eligible to participate in the 
Plan.  The Past Service Benefit will be deemed to be for all purposes in 
consideration of future services which will be rendered by such Participant 
to the Company.

          3.2  THE AGREEMENT.  Each Participant shall, as a condition of 
participation, complete and return to the Committee the Agreement which 
evidences participation in the Plan and the Participant's agreement to the 
terms and conditions thereof.

                                      -5-

                                       
                                  ARTICLE IV

                                CONTRIBUTIONS

          4.1  PAYMENTS BY THE COMPANY.  The payments required to fund the cost
of the benefits provided by the Plan shall be made solely by the Company.

                                  ARTICLE V

                            PAST SERVICE BENEFIT

          5.1  PAST SERVICE BENEFIT.

               (a)  AMOUNT OF PAST SERVICE BENEFIT.  Each of the Participants
          have been selected for participation in the Plan and have previously
          been a Participant in the Prior Plan.  While eligible to participate
          in the Prior Plan, no Participant had earned any vested or accrued
          benefit in the Prior Plan as of the date of its termination.
          Notwithstanding the fact that the Participants have not earned any
          benefit under the Prior Plan, the Company desires to provide to each
          Participant the opportunity to earn a supplemental retirement benefit
          in the form of the Past Service Benefit calculated, in part, by
          considering his employment service with the Company earned prior to
          November 1, 1997.  The Actuary has determined the value of the Past
          Service Benefit based upon sound actuarial principles as of November
          1, 1997.  The amount of Past Service Benefit for each Participant is
          the amount which is set forth opposite his name on Exhibit 'A'
          attached hereto.

               (b)  ADJUSTMENTS TO PAST SERVICE BENEFIT.  With respect to the
          Past Service Benefit credited to each Participant, there shall be
          established a separate account (the 'Account') to which will be
          credited the amount of Past Service Benefit.  There shall also be
          credited to such Account earnings in an amount equal to the greater
          of (i) interest at the rate equal to 1% below the prime rate of
          interest published in THE WALL STREET JOURNAL (Southwest Edition) in
          the Money Rate Section at the beginning of each calendar quarter (the
          'Rate of Interest') determined quarterly, or (ii) the actual earnings
          of any assets held in the Trust.  Earnings of the Trust shall be
          credited in the ratio that the balance in each Participant's Account
          determined at the end of the previous quarter bears to the balance of
          all Accounts of all Participants in the Trust determined at the end
          of the previous quarter.  The Accounts established pursuant to this
          Section 5.1(b) are fictitious and are solely for 

                                      -6-


          recordkeeping purposes and shall not be considered to be funded with 
          assets set aside or segregated for any Participant, but such Accounts 
          are only established for recordkeeping purposes to determine the 
          amount of earnings which will be credited to the Past Service Benefit
          and such earnings shall be credited as provided herein until a 
          Participant's Past Service Benefit has been fully paid.

          5.2  VESTING OF PAST SERVICE BENEFIT.

               (a)  VESTING.  A Participant shall only be vested in his Past
          Service Benefit upon completion of all of the following:

                         (i)  Completing two continuous Years of Employment
               Service with the Company or any Subsidiary commencing November
               1, 1997;

                        (ii)  Attaining his Early Retirement Date; and

                       (iii)  Satisfying the 'Rule of 70' which means the
               Participant's age and Years of Employment Service must equal or
               exceed 70.

                    Provided, if not sooner vested, a Participant shall be 100%
               vested in his Past Service Benefit upon a Change of Control, his
               death or Disability.

               (b)  FORFEITURE.  In the event that a Participant terminates
          employment prior to having satisfied the requirements for vesting as
          described under Section 5.2(a) above, or if any of the provisions of
          Section 14.3 are applicable to such Participant, then, the Past
          Service Benefit of such Participant shall be forfeited in its
          entirety and the Participant or his Beneficiary shall have no right,
          claim or interest to any Past Service Benefit under this Plan or the
          Agreement.

               (c)  POWER TO ACCELERATE VESTING.  Notwithstanding any other
          provisions of this Plan to the contrary, the Committee may, in its
          sole and absolute discretion, waive, modify or amend any of the terms
          and provisions of this Section 5.2 with respect to any Participant
          with regard to the acceleration of the time during which a
          Participant's Past Service Benefit may be vested or otherwise payable
          pursuant to Section 5.3 below.

          5.3  PAYMENT OF PAST SERVICE BENEFIT.  Except in the case of 
termination of employment due to death, Disability, or termination upon or 
after a Change of Control, no portion of Participant's Past Service Benefit 
to which he may be entitled shall be payable 

                                      -7-


prior to the date that (i) he satisfies all of the requirements for vesting 
in his Past Service Benefit under Section 5.2(a) above, and (ii) the 
Participant terminates employment with the Company or a Subsidiary.  Payment 
of the vested Past Service Benefit to a Participant shall commence no later 
than 30 days following the Participant's termination of employment or date of 
death, as the case may be.

          5.4  FORM OF BENEFIT.  A Participant shall be entitled to receive 
and be paid his vested Past Service Benefit as provided in Article X hereof, 
and such payment will be made in cash.

          5.5  POSTPONED RETIREMENT DATE.  If a Participant continues his 
employment with the Company or Subsidiary to a date after his Normal 
Retirement Date, referred to as his Postponed Retirement Date, his Past 
Service Benefit shall be deferred until his Postponed Retirement Date.  
Benefits to which he shall be entitled as of his Postponed Retirement Date 
shall be his Past Service Benefit as of his Normal Retirement Date with 
adjustment after such date in accordance with Section 5.1(b) hereof.
                                       
                                   ARTICLE VI

                           DEATH OF A PARTICIPANT
 
          6.1  PAYMENT OF DEATH BENEFIT.

               (a)  BEFORE TERMINATION OF EMPLOYMENT.  In the event that a
          Participant dies while employed by the Company or any Subsidiary,
          then, such Participant's Past Service Benefit shall be paid to the
          Participant's designated Beneficiary in the same manner as he has
          previously elected in his Agreement unless the Committee approves an
          optional form of payment under Section 10.1 hereof.

               (b)  AFTER TERMINATION OF EMPLOYMENT.  In the event that a
          Participant dies after he has terminated employment with the Company
          or any Subsidiary and he has not yet received all the Past Service
          Benefit to which he is otherwise entitled under this Plan, then, the
          remaining portion of the Past Service Benefit which would otherwise
          have been paid to the Participant had he survived would then be paid
          to the Participant's Beneficiary in the same form elected by the
          Participant pursuant to Article X hereof.

               (c)  SPECIAL DEATH BENEFIT.  In the event that a Participant has
          elected to receive his Supplemental Normal Retirement Income for the
          'Life of Participant Only' (Option 1) and such Participant dies prior
          to the time that benefits actually commence pursuant to the terms of
          this Plan, then, the Beneficiary of such 

                                      -8-


          deceased Participant shall receive the actuarial equivalent of such 
          Participant's Supplemental Normal Retirement Income paid as a '50% 
          Joint Annuitant Survivor Benefit' (Option 2) as described in Section 
          10.1 hereof.

          6.2  BENEFICIARY DESIGNATION.  The Participant shall designate a 
Beneficiary in his Agreement who will receive the deceased Participant's Past 
Service Benefit.  Such Beneficiary may be changed by the Participant upon 
notice to the Company pursuant to the terms of the Agreement.  In the event 
that the Beneficiary designated to receive the Past Service Benefit otherwise 
payable to a Participant hereunder is not then surviving at the date of the 
Participant's death, then, such Past Service Benefit shall be paid to the 
Beneficiary designated by the Participant who is then surviving and if there 
is no Beneficiary then surviving, such benefits will automatically be paid to 
the estate of such Participant.
                                       
                                  ARTICLE VII

                               EARLY RETIREMENT

          7.1  EARLY RETIREMENT.  A Participant who has attained his Early 
Retirement Date and who is vested in his Past Service Benefit as provided in 
Section 5.2(a) hereof may retire early from the Company or any Subsidiary and 
commence payment of his Past Service Benefit in the form elected by the 
Participant under Article X hereof.

                                 ARTICLE VIII

                                  DISABILITY

          8.1  DISABILITY.  In the event that a Participant incurs a 
Disability and he terminates employment with the Company or any Subsidiary 
(the 'Disability Retirement Date'), then, in such event, the Participant 
shall be entitled to receive his Past Service Benefit in the form as elected 
by the Participant in accordance with Article X hereof.

          8.2  PROOF OF DISABILITY.  After a Participant's Disability 
Retirement Date the Committee may require that the Participant's continuing 
Disability be verified by medical examination at a location convenient to the 
Participant; provided, such Participant shall not be required to submit to 
more than one examination in a 12 month period.  If a Participant fails to 
allow such verification to occur, or if it does occur and the Participant is 
no longer suffering a Disability as determined by the Committee, then, the 
Committee may cease further payments of such Past Service Benefit.

                                      -9-


                                  ARTICLE IX

                              CHANGE OF CONTROL

          9.1  ACCELERATION OF VESTING OF PAST SERVICE BENEFIT UPON CHANGE OF 
CONTROL.  In the event that there is a 'Change of Control,' as defined below, 
then, subject to Section 14.3 hereof, each Participant shall be fully vested 
in his Past Service Benefit with payment of such Past Service Benefit to be 
paid in the form as elected by the Participant as provided in Section 10.1 
hereof immediately following his termination of employment.  Anything in this 
Plan to the contrary notwithstanding, if a Participant's employment with the 
Company or a Subsidiary is terminated on or 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 Plan as to such terminated Participant, a Change of Control 
shall be determined to have occurred as of the date immediately prior to the 
date of such termination.  For the purposes of this Plan, the term 'Change of 
Control' shall mean:

               (a)  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 (i) the then outstanding shares of Common Stock of the
          Company (the 'Outstanding Company Common Stock') or (ii) the combined
          voting power of the then outstanding voting securities of the Company
          entitled to vote generally in the election of directors (the 'Out-
          standing Company Voting Securities'); provided, however, in the event
          the 'Incumbent Board' (as such term is hereinafter defined) in
          accordance with any share rights agreement to which the Company is a
          party that may be in effect (the 'Rights Agreement') lowers the
          threshold amounts set forth in the Rights Agreement, the Triggering
          Percentage shall be automatically reduced to equal the reduced
          threshold amount set by the Incumbent Board pursuant to the Rights
          Agreement; and provided, further, however, that the following acquisi-
          tions shall not constitute a change of control: (i) any acquisition
          directly from the Company, (ii) any acquisition by the Company; (iii)
          any acquisition by any employee benefit plan (or related trust)
          sponsored or maintained by the Company or any corporation controlled
          by the Company, (iv) any acquisition previously approved by at least
          a majority of the members of the Incumbent Board, (v) any acquisition
          approved by at least a majority of the 

                                     -10-


          members of the Incumbent Board within five (5) business days after 
          the Company has notice of such acquisition, or (vi) any acquisition 
          by any corporation pursuant to a transaction which complies with 
          clauses (i), (ii), and (iii) of subsection (c) of this Section 9.1; or

               (b)  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

               (c)  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, (i) all or substantially all of the individuals and
          entities who were the beneficial owners, respectively, of the Out-
          standing 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 enti-
          tled 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,
          (ii) 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 

                                     -11-


          Business Combination, and (iii) 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

               (d)  Approval by the shareholders of the Company of (i) a
          complete liquidation or dissolution of the Company or, (ii) 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.
                                       
                                   ARTICLE X

                       MANNER OF PAYMENT OF BENEFITS

          10.1  PAYMENT AT ACTUAL RETIREMENT.  Except as provided in Section 
9.1 herein, with respect to termination upon or following a Change of 
Control, each Participant shall be paid his Past 

                                     -12-


Service Benefit upon terminating his employment with the Company or any 
Subsidiary on his applicable Retirement Date.  The Past Service Benefit will 
be paid in one of the optional forms described below and elected by the 
Participant in his Agreement.  Except as pro vided in Section 10.2 below, 
such elections are irrevocable.  The optional forms of payment permitted 
under the Plan are as follows:

                    OPTIONAL FORMS OF PAYMENT

                    Life of Participant Only
              50% Joint Annuitant Survivor Benefit
             75%  Joint Annuitant Survivor Benefit
             100% Joint Annuitant Survivor Benefit
                     5 Year Period Certain
                    10 Year Period Certain
                    15 Year Period Certain

A description of the optional forms of payment is contained in Exhibit 'B' 
attached hereto.  The Actuary for the Plan shall actuarially adjust the 
amount of Past Service Benefit otherwise payable to the Participant as if 
such payment was to be made on a single life basis to reflect the age of the 
Participant or his Beneficiary, as the case may be, and the optional form of 
benefit elected by the Participant.  Provided, notwithstanding that the 
Participant has elected the optional form of benefit as provided in this 
Section 10.1, at any time prior to the date the payment of the Participant's 
Past Service Benefit commences, the Participant (or his Beneficiary in the 
case of death) may make a written request to the Committee that his Past 
Service Benefit be paid in any of the optional forms of payment described 
above or in the form of a single lump sum payment, and, if the Committee 
approves such request considering all relevant facts and circumstances, 
payment may be made in one of such optional forms of payment or in a lump 
sum.  The decision to make payment in one of the optional forms of payment or 
in a lump sum shall be made in the Committee's sole discretion; and, if 
payment is made in one of such optional forms of payment or in a lump sum for 
one Participant, this in no way requires the Committee to make payment in the 
same manner for any other Participant.
                                       
                                   ARTICLE XI

                          GENERAL BENEFIT PROVISIONS

          11.1  RESTRICTIONS ON ALIENATION OF BENEFITS.  No right or benefit 
under this Plan shall be subject to anticipation, alienation, sale, 
assignment, pledge, encumbrance, or charge, and any attempt to anticipate, 
alienate, sell, assign, pledge, encumber, or charge the same shall be void.  
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 any Participant or Beneficiary under this Plan 

                                     -13-


should become bankrupt or attempt to anticipate, alienate, sell, assign, 
pledge, encumber, or charge any right or benefit under this Plan, then such 
right or benefit shall, in the discretion of the Committee, be held or 
applied for the benefit of such Partici pant or Beneficiary, his or her 
spouse, children, or other dependents, or any of them, in such manner and in 
such portion as the Committee, in its sole and absolute discretion, may deem 
proper.

          11.2  RELEASE OF CLAIMS.  The Participant was previously eligible 
to participate in the Prior Plan.  The Prior Plan was terminated effective as 
of November 1, 1997.  At the time of termination of the Prior Plan, the 
Participant did not have any vested or accrued benefit in the Prior Plan. 
However, because the Participant will be provided the opportunity to earn the 
Past Service Benefit under this Plan, the Company will require in the 
Agreement that the Participant release any and all claims, rights or benefits 
which he may have otherwise had with respect to any benefits which would have 
otherwise been paid pursuant to the terms of the Prior Plan.

          11.3  PLAN UNFUNDED - NO ASSIGNMENT.  The Plan at all times shall 
be entirely unfunded as provided under Title I of the Act and no provision 
shall at any time be made with respect to segregating from claims of 
creditors any assets of the Company, its parent, if applicable, a Subsidiary 
for payment of any benefits hereunder.  No Participant, Beneficiary or any 
other person shall have any interest in any particular assets of the Company, 
its parent, if applicable, or any Subsidiary by reason of the right to 
receive a benefit under the Plan and any such Participant, Beneficiary or 
other person shall have only the rights of a general unsecured creditor of 
the Company, its parent, if applicable, or a Subsidiary with respect to any 
rights under the Plan.  No right or benefit under this Plan shall in any 
manner be subject to anticipa tion, alienation, sale, transfer, assignment, 
pledge, encumbrance, attachment, garnishment or charge by creditors of any 
Participant or Beneficiary, and any attempt to anticipate, alienate, sell, 
assign, pledge, encumber, attach, garnish or charge the same shall be void.  
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.

          11.4  WITHHOLDING AND OTHER EMPLOYMENT TAXES.  The Company shall 
comply with all federal and state laws and regulations respecting the 
withholding, deposit and payment of any income or other taxes relating to any 
payments made under this Plan.

          11.5  NO TRUST.  No action under this Plan by the Company, its 
Board or the Committee shall be construed as creating a trust, escrow or 
other secured or segregated fund in favor of the Participant, his 
Beneficiary, or any other persons otherwise entitled to his Past Service 
Benefit.  The status of the Participant and his Beneficiary with respect to 
any liabilities assumed by 

                                     -14-


the Company hereunder shall be solely those of unsecured creditors of the 
Company, its parent, if applicable, or any Subsidiary.  Any asset acquired or 
held by the Company, its parent, if applicable, or any Subsidiary 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 Participant or his Beneficiaries or to be security for the 
performance of the obligations of the Company, its parent, if applicable, or 
any Subsidiary, but shall be, and remain a general, unpledged, unrestricted 
asset of the Company or any Subsidiary at all times subject to the claims of 
general creditors of the Company or any Subsidiary.  However, the Company may 
contribute assets to the Trust to pay benefits under the Plan.

                                 ARTICLE XII

                   PROVISIONS RELATING TO PARTICIPANTS

          12.1  INFORMATION REQUIRED OF PARTICIPANTS.  Payment of Benefits 
shall begin as of the payments date(s) provided in this Plan and no formal 
claim shall be required therefor; provided, in the interest of orderly 
administration of the Plan, the Committee may make reasonable requests of 
Participants and Beneficiaries to furnish information which is reasonably 
necessary and appropriate to the orderly administration of the Plan, and, to 
that limited extent, payments under the Plan are conditioned upon the Partici-
pants and Beneficiaries promptly furnishing true, full and complete 
information as the Committee may reasonably request.

          12.2  ABANDONMENT OF BENEFITS.  Each Participant and Beneficiary 
shall file with the Committee, from time to time in writing, his post office 
address and each change of post office address, and any communication 
addressed to a Participant or Beneficiary at his last post office address 
filed with the Committee, or if no such address was filed, then at his last 
post office address as shown on the Company's records, shall be binding on 
the Participant or his Beneficiary for all purposes of the Plan, and the 
Committee shall not be obliged to search for or ascertain the whereabouts of 
any Participant or Beneficiary; provided, that the Committee shall mail an 
annual notice of unpaid benefits to such person at such last post office 
address.  If the Committee furnishes such annual notice to any Participant, 
or Beneficiary, that he is entitled to a distribution, and the Participant or 
Beneficiary fails to claim such distribution or make his whereabouts known to 
the Committee within three years thereafter, such benefits shall be disposed 
of as follows:

                (a)  if the whereabouts of such Participant or Beneficiary are
          known to the Committee, payment shall be made to such Participant or
          Beneficiary; or

                                     -15-


                (b)  if the whereabouts of such Participant and his Beneficiary
          are unknown to the Committee, the Committee may direct the
          distribution of a Participant's benefits on the same basis as though
          the Participant had died without designating a Beneficiary as
          provided in Subsection 6.2 hereof.

          12.3  BENEFITS PAYABLE TO INCOMPETENTS.  Any benefits payable 
hereunder to a minor or other person under legal disability may be made, at 
the discretion of the Committee, (i) directly to such person, or (ii) to a 
parent, spouse, relative by blood or marriage, or the legal representative of 
such person.  The Committee shall not be required to see to the application 
of any such payment, and the payee's receipt shall be a full and final 
discharge of the Committee's responsibility hereunder.

          12.4  CONDITIONS OF EMPLOYMENT NOT AFFECTED BY PLAN.  The 
establishment and maintenance of the Plan shall not be construed as 
conferring any legal rights upon any Participant to the continuation of 
employment with the Company.
                                       
                                 ARTICLE XIII

                       ADMINISTRATION AND COMMITTEE

          13.1  ALLOCATION OF RESPONSIBILITY FOR PLAN ADMINISTRATION.  The 
Committee shall have only those specific powers, duties, responsibilities and 
obligations as are specifically given them under the Plan.  In general, the 
Company shall have the sole responsibility for appointing and removing 
Committee members, as provided in Section 13.2 herein.  The Company shall 
have the sole responsibility for amending or terminating, in whole or in 
part, this Plan.  The Committee shall have the sole responsibility for the 
administration of the Plan which responsibility is specifically described in 
this Plan.

          13.2  APPOINTMENT OF COMMITTEE.  The Plan shall be administered by 
the Committee which shall be appointed by and serve at the pleasure of the 
Board.  All usual and reasonable expenses of the Committee may be paid in 
whole or in part by the Company.

          13.3  CLAIMS PROCEDURE.  The Committee shall make all 
determinations as to the right of any person to benefits.  If any request for 
a benefit is wholly or partially denied, the Committee shall notify the 
person requesting the benefits, in writing, of such denial, including in such 
notification the following information:

                (a)  the specific reason or reasons for such denial;

                                     -16-


                (b)  the specific references to the pertinent Plan provisions
          upon which the denial is based;

                (c)  a description of any additional material and information
          which may be needed to clarify the request, including an explanation
          of why such information is required; and

                (d)  an examination of this Plan's review procedure with
          respect to denial of benefits.

Provided, that any such notice to be delivered to any Participant or 
beneficiary shall be mailed by certified or registered mail and shall be 
written to the best of the Committee's ability in a manner that may be 
understood without legal counsel.

          13.4  REVIEW PROCEDURE.  Any Participant or Beneficiary whose claim 
has been denied in accordance with Section 13.3 herein may appeal to the 
Committee for review of such denial by making a written request therefor 
within 60 days of receipt of the notification of such denial.  Such 
Participant or Beneficiary may examine documents pertinent to the review and 
may submit to the Committee written issues and comments.  Within 60 days 
after receipt of the request for review, the Committee shall communicate to 
the claimant, in writing, its decision, and the communication shall set forth 
the reason or reasons for the decision and specific reference to those Plan 
provisions upon which the decision is based.

          13.5  RECORDS AND REPORTS.  The Committee shall exercise such 
authority and responsibility as it deems appropriate in order to comply with 
the Act and governmental regulations issued thereunder relating to records of 
the Participant's accounts and benefits which may be paid under the Plan; and 
to notify Participants and Beneficiaries as required.

          13.6  OTHER COMMITTEE POWERS AND DUTIES.  The Committee shall have 
such duties and powers as may be necessary to discharge its duties hereunder, 
including, but not by way of limitation, the following:

                (a)  to construe and interpret the Plan in its sole and
          absolute discretion, decide all questions of eligibility and
          determine the amount, manner and time of payment of any benefits
          hereunder;

                (b)  to prescribe procedures to be followed by Participants or
          Beneficiaries filing applications for benefits;

                (c)  to prepare and distribute, in such manner as the Committee
          determines to be appropriate, information explaining the Plan;

                                     -17-


                (d)  to receive from the Company and from Participants and
          Beneficiaries such information as shall be necessary for the proper
          administration of the Plan;

                (e)  to furnish the Company, upon request, such reports with
          respect to the administration of the Plan as are reasonable and
          appropriate;

                (f)  to appoint and employ individuals and any other agents it
          deems advisable, including legal counsel, to assist in the
          administration of the Plan and to render advice with respect to any
          responsibility of the Committee, or any of its individual members,
          under the Plan;

                (g)  to allocate among themselves who shall be responsible for
          specific duties and to designate fiduciaries (other than Committee
          members) to carry out responsibilities under the Plan; provided that
          any such allocations shall be reduced to writing, signed by all
          Committee members, and filed in a permanent Committee minute book;
          and

                (h)  to maintain continuing review of the Act, the Code and the
          implementing regulations thereto and suggest changes and
          modifications to the Company in connection with delegations of
          responsibility, as appropriate, and amendments to the Plan.

          13.7  RULES AND DECISIONS.  The Committee may adopt such rules as 
it deems necessary, desirable, or appropriate.  All rules and decisions of 
the Committee shall be uniformly and consistently applied to all Participants 
and beneficiaries in similar circumstances.  When making a determination or 
calculation, the Committee shall be entitled to rely upon information 
furnished by a Participant or Beneficiary, the Company, or the legal counsel 
of the Company.

          13.8  COMMITTEE PROCEDURES.  The Committee may act at a meeting or 
in writing without a meeting.  The Committee shall have a chairman, and 
appoint a secretary, who may or may not be a Committee member.  The secretary 
shall keep a record of all meetings in a permanent Committee minute book and 
forward all necessary communications to the Company.  The Committee may adopt 
such bylaws and regulations as it deems desirable for the conduct of its 
affairs.  All decisions of the Committee shall be made by the vote of the 
majority including actions in writing taken without a meeting.  A dissenting 
Committee member who, within a reasonable time after he has knowledge of any 
action or failure to act by the majority, registers his dissent in writing 
delivered to the other Committee members, to the extent permitted by law, 
shall not be responsible for any such action or failure to act.

                                     -18-


                                 ARTICLE XIV

                         AMENDMENT AND TERMINATION

          14.1  RIGHT TO AMEND OR ALTER PLAN.  The Plan may be amended by the 
Committee from time to time in any respect whatever by resolution of the 
Committee specifying such amendment; provided, however, this Plan may not be 
amended, modified or altered in any manner which adversely affects any 
Participant without the written consent of the affected Participant.

          14.2  RIGHT TO TERMINATE PLAN.  The Committee expressly reserves 
the right to terminate this Plan in whole or in part at any time; provided, 
however, this Plan may not be terminated without the written consent of the 
affected Participant.

          14.3  FORFEITURE OF ALL BENEFITS.  In the event that the 
Participant (i) is discharged from employment service with the Company or a 
Subsidiary for Cause, or (ii) commits any other act or acts which are 
injurious and adversely impacts the Company or any Subsidiary in any manner 
whatsoever and would be expected to substantially enrich the Participant, 
then, in such events, the Committee, in its sole discretion, may determine 
that any benefit which would otherwise be provided to the Participant or his 
Beneficiary under the Agreement or the Plan shall be forfeited in its 
entirety, and it shall thereafter be deemed as if the Participant never was 
selected for participation in the Plan. Provided, however, that the 
provisions of this Section 14.3 shall not be applicable in the event a Change 
of Control has occurred.

          14.4  MERGER OF COMPANY; SUCCESSOR MUST ASSUME PLAN.  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 the 
Company's and any Subsidiary's obligations under this Plan in the same manner 
and to the same extent that the Company or such Subsidiary would be required 
to perform if no such succession had taken place.  Failure of the Company to 
obtain such assumption and agreement prior to the effectiveness of any 
succession shall be a breach by the Company of its obligations under this 
Plan and shall entitle a Participant to compensation from the Company in the 
same amount and on the same terms as the Participant would be entitled to 
hereunder if the Participant terminated employment 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 
termination of employment.

                                      -19-


                                  ARTICLE XV

                           MISCELLANEOUS PROVISIONS

          15.1  ARTICLES AND SECTION TITLES AND HEADINGS.  The titles and 
headings at the beginning of each Article and Section shall not be considered 
in construing the meaning of any provisions in this Plan.

          15.2  LAWS OF OKLAHOMA TO GOVERN.  The provisions of this Plan 
shall be construed, administered and enforced according to the laws of the 
State of Oklahoma.  All contributions to the Trust, if any, shall be deemed 
to take place in the State of Oklahoma.

          EXECUTED as of the 1st day of November, 1997.


                                  FLEMING COMPANIES, INC., a corporation


                                  By:
                                     ----------------------------------------
                                     Robert E. Stauth, Chairman and
                                     Chief Executive Officer


                                              'COMPANY'





                                     -20-


                                  EXHIBIT 'B'

            DESCRIPTION OF OPTIONAL FORMS OF PAYMENT

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

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

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

OPTION 4 - 100% Joint 
Annuitant Survivor Benefit:           A reduced amount of Supplemental Normal 
                                      Retirement Income will be paid to the
                                      Participant for the Participant's life, 
                                      then, at the 

                                     -21-


                                      Participant's death 100% of such amount 
                                      shall be paid to the Participant's 
                                      surviving Beneficiary.  In the event that 
                                      the Participant's surviving Beneficiary 
                                      has predeceased the Participant, or 
                                      should otherwise die after the 
                                      Participant's death, then no further 
                                      payments will be due under Option 4 or 
                                      this Agreement.

OPTION 5 - 5 Year 
Period Certain:                       A reduced amount of Supplemental Normal 
                                      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 the 
                                      Participant's life in the same amount.  
                                      In the event of the Participant's death 
                                      during the 5 year period certain, then,
                                      the balance of such payments due only 
                                      during such 5 year period will be paid to
                                      the Participant's 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 the Participant dies, 
                                      then, no further benefits will be paid 
                                      under Option 5 or this Agreement.

OPTION 6 - 10 Year 
Period Certain:                       A reduced amount of Supplemental Normal 
                                      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 the 
                                      Participant's life in the same amount.  In
                                      the event of the Participant's death 
                                      during the 10 year period certain, then,
                                      the balance of such payments due only 
                                      during such 10 year period will be paid
                                      to the Participant's surviving
                                      Beneficiary.  After the expiration of 
                                      such 10 year period, then all payments 
                                      shall cease. In the event of the 

                                     -22-


                                      expiration of such 10 year period, and 
                                      the Participant dies, then, no further 
                                      benefits will be paid under Option 6 or 
                                      this Agreement.

OPTION 7 - 15 Year 
Period Certain:                       A reduced amount of Supplemental Normal 
                                      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 the 
                                      Participant's life in the same amount.  
                                      In the event of the Participant's death 
                                      during the 15 year period certain, then,
                                      the balance of such payments due only 
                                      during such 15 year period will be paid
                                      to the Participant's 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 
                                      the Participant dies, then, no further 
                                      benefits will be paid under Option 7 or 
                                      this Agreement.





                                     -23-