{"id":39900,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-past-service-benefit-plan-fleming-companies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-past-service-benefit-plan-fleming-companies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-past-service-benefit-plan-fleming-companies-inc.html","title":{"rendered":"Executive Past Service Benefit Plan &#8211; Fleming Companies Inc."},"content":{"rendered":"<pre>                                    FLEMING COMPANIES, INC.\n\n                      EXECUTIVE PAST SERVICE BENEFIT PLAN\n\n\n\n\n\n\n\n\n\n\n                     (Adopted Effective November 1, 1997)\n\n\n\n                            FLEMING COMPANIES, INC.\n                      EXECUTIVE PAST SERVICE BENEFIT PLAN\n\n\n                              TABLE OF CONTENTS\n                                                                          PAGE\n                                                                          ----\nARTICLE I      Name and Purpose of Plan                                      1\n\n          1.1  Name of Plan                                                  1\n          1.2  Purpose of Plan                                               1\n\nARTICLE II     Definitions and Construction                                  1\n\n          2.1  Definitions                                                   1\n          2.2  Construction                                                  5\n\nARTICLE III    Participation                                                 5\n\n          3.1  Participation in Consideration\n               for Future Services Only                                      5\n          3.2  The Agreement                                                 5\n\nARTICLE IV     Contributions                                                 6\n\n          4.1  Payments by the Company                                       6\n\nARTICLE V      Past Service Benefit                                          6\n\n          5.1  Past Service Benefit                                          6\n          5.2  Vesting of Past Service Benefit                               7\n          5.3  Payment of Past Service Benefit                               7\n          5.4  Form of Benefit                                               8\n          5.5  Postponed Retirement Date                                     8\n\nARTICLE VI     Death of a Participant                                        8\n\n          6.1  Payment of Death Benefit                                      8\n          6.2  Beneficiary Designation                                       9\n\nARTICLE VII    Early Retirement                                              9\n\n          7.1  Early Retirement                                              9\n\nARTICLE VIII   Disability                                                    9\n\n          8.1  Disability                                                    9\n          8.2  Proof of Disability                                           9\n\n                                      -i-\n\n\nARTICLE IX     Change of Control                                            10\n\n          9.1  Acceleration of Vesting of Past Service\n               Benefit Upon Change of Control                               10\n\nARTICLE X      Manner of Payment of Benefits                                12\n\n         10.1  Payment at Actual Retirement                                 12\n\nARTICLE XI     General Benefit Provisions                                   13\n\n         11.1  Restrictions on Alienation of Benefits                       13\n         11.2  Release of Claims                                            14\n         11.3  Plan Unfunded - No Assignment                                14\n         11.4  Withholding and Other Employment Taxes                       14\n         11.5  No Trust                                                     14\n\nARTICLE XII    Provisions Relating to Participants                          15\n\n         12.1  Information Required of Participants                         15\n         12.2  Abandonment of Benefits                                      15\n         12.3  Benefits Payable to Incompetents                             16\n         12.4  Conditions of Employment Not\n               Affected by Plan                                             16\n\nARTICLE XIII   Administration and Committee                                 16\n\n         13.1  Allocation of Responsibility\n               for Plan Administration                                      16\n         13.2  Appointment of Committee                                     16\n         13.3  Claims Procedure                                             16\n         13.4  Review Procedure                                             17\n         13.5  Records and Reports                                          17\n         13.6  Other Committee Powers and Duties                            17\n         13.7  Rules and Decisions                                          18\n         13.8  Committee Procedures                                         18\n\nARTICLE XIV    Amendment and Termination                                    19\n\n         14.1  Right to Amend or Alter Plan                                 19\n         14.2  Right to Terminate Plan                                      19\n         14.3  Forfeiture of All Benefits                                   19\n         14.4  Merger of Company; Successor Must Assume Plan                19\n\nARTICLE XV     Miscellaneous Provisions                                     20\n\n         15.1  Articles and Section Titles and Headings                     20\n         15.2  Laws of Oklahoma to Govern                                   20\n\n                                      -ii-\n\n                                       \n                           FLEMING COMPANIES, INC.\n                    EXECUTIVE PAST SERVICE BENEFIT PLAN\n\n\n         FLEMING COMPANIES, INC., an Oklahoma corporation, hereby adopts the \nFLEMING COMPANIES, INC. EXECUTIVE PAST SERVICE BENEFIT PLAN upon the \nfollowing terms and conditions.\n\n                                   ARTICLE I\n\n                           NAME AND PURPOSE OF PLAN\n\n         1.1   NAME OF PLAN.  This Plan shall be hereafter known as the \nFLEMING COMPANIES, INC. EXECUTIVE PAST SERVICE BENEFIT PLAN.\n\n         1.2   PURPOSE OF PLAN.  The Plan is established and maintained by \nthe Company solely for the purpose of providing benefits for certain \nAssociates of the Company who (i) were participants in the Amended and \nRestated Supplemental Retirement Income Plan of Fleming Companies, Inc. and \nIts Subsidiaries which was terminated as to such Associates effective \nNovember 1, 1997, and (ii) have been selected for participation in this Plan \nby the Committee.  It is intended that this Plan be unfunded for federal \nincome tax purposes and for purposes of Title I of the Employee Retirement \nIncome Security Act of 1974, as amended.\n\n                                   ARTICLE II\n\n                          DEFINITIONS AND CONSTRUCTION\n\n         2.1   DEFINITIONS.  Where the following capitalized words and \nphrases appear in this instrument, they shall have the respective meanings \nset forth below unless a different context is clearly expressed herein.\n\n               (a)  ACCOUNT:  The word 'Account' shall mean the account\n         established under Section 5.1(b) to which will be credited each\n         Participant's Past Service Benefit and earnings thereon.\n\n               (b)  ACT:  The word 'Act' shall mean Public Law No. 93-406, the\n         Employee Retirement Income Security Act of 1974, as amended from time\n         to time.\n\n               (c)  ACTUARY:  The word 'Actuary' shall mean an enrolled actuary\n         selected from time to time by the Committee to provide actuarial\n         services for the Plan who, as of the Effective Date, was Watson, Wyatt\n         &amp; Company.\n\n               (d)  AGREEMENT:  The word 'Agreement' shall mean that certain\n         'Agreement for Past Service Benefit' which will be entered into by and\n         between the Company and the Participant together with any amendments\n         thereto.\n\n\n\n               (e)  ASSOCIATE:  The word 'Associate' shall mean any person,\n         employed by the Company on the basis of an employer-employee\n         relationship, who receives remuneration for personal services rendered\n         to the Company and who is either a highly compensated employee or a\n         select management employee.\n\n               (f)  BENEFICIARY:  The word 'Beneficiary' shall mean that person\n         designated by the Participant pursuant to Section 6.2 hereof who would\n         be entitled to receive his Past Service Benefit upon the death of the\n         Participant.\n\n               (g)  BOARD:  The word 'Board' shall mean the Board of Directors\n         of the Company.\n\n               (h)  CAUSE:  The word 'Cause' shall mean the termination from\n         employment with the Company or a Subsidiary for one of the following\n         reasons:\n\n                         (i)  the conviction of the Participant of a felony by\n               a federal or state court of competent jurisdiction; (ii) an act\n               or acts of dishonesty taken by the Participant and intended to\n               result in substantial personal enrichment of the Participant at\n               the expense of the Company; (iii) the Participant's 'willful'\n               failure to follow a direct, reasonable and lawful written order\n               from his supervisor, within the reasonable scope of the Partici-\n               pant's duties, which failure is not cured within 30 days; or\n               (iv) the Participant's failure to perform his specified duties\n               and responsibilities for a period of 45 days as determined by\n               his supervisor after a warning in writing.  Further, for\n               purposes of this Subsection (h):\n\n                                   (1)  No act or failure to act, on the\n                    Participant's part shall be deemed 'willful' unless done,\n                    or omitted to be done, by the Participant not in good faith\n                    and without reasonable belief that the Participant's action\n                    or omission was in the best interest of the Company.\n\n                                   (2)  The Participant shall not be deemed to\n                    have been terminated for Cause unless and until there shall\n                    have been delivered to the Participant a copy of a\n                    resolution duly adopted by the affirmative vote of not less\n                    than three-fourths (3\/4ths) of the entire membership of the\n                    Board at a meeting of the Board called and held for such\n                    purpose (after reasonable notice to the Participant and an\n\n                                      -2-\n\n\n                    opportunity for the Participant, together with the Par-\n                    ticipant's counsel, to be heard before the Board), finding\n                    that in the good faith opinion of the Board the Participant\n                    was guilty of conduct set forth in clauses (i), (ii), (iii)\n                    or (iv) above and specifying the particulars thereof in\n                    detail.\n\n               (i)  CHANGE OF CONTROL:  The words 'Change of Control' shall\n         have the meaning set forth in Section 9.1 of this Plan.\n\n               (j)  CODE:  The word 'Code' shall mean the Internal Revenue Code\n         of 1986, as amended from time to time.\n\n               (k)  COMMITTEE:  The word 'Committee' shall mean the\n         Compensation and Organization Committee appointed by the Board of\n         Directors of the Company under Article XIII herein to administer the\n         Plan.\n\n               (l)  COMPANY:  The word 'Company' shall mean Fleming Companies,\n         Inc., an Oklahoma corporation, or its successor.\n\n               (m)  DISABILITY:  The word 'Disability' shall mean a condition\n         whereby a Participant has become totally and permanently disabled\n         within the meaning of the Long-Term Disability Plan as in effect as of\n         the Effective Date of this Plan.\n\n               (n)  DISABILITY RETIREMENT DATE:  The words 'Disability\n         Retirement Date' shall mean the first day of the month after which a\n         Participant terminating employment has satisfied all conditions\n         specified in the foregoing Subsection for Disability.\n\n               (o)  EARLY RETIREMENT DATE:  The words 'Early Retirement Date'\n         shall mean the first day of the month coinciding with or following the\n         date a Participant terminates employment with the Company or any\n         Subsidiary after (i) earning at least 10 Years of Employment Service\n         and (ii) attaining at least age 55.\n\n               (p)  EFFECTIVE DATE:  The words 'Effective Date' shall mean the\n         1st day of November, 1997.\n\n               (q)  LONG-TERM DISABILITY PLAN:  The words 'Long-Term\n         Disability Plan' shall mean the 'Long-Term Disability Benefit Plan of\n         Fleming Companies, Inc. and Its Subsidiaries.'\n\n                                     -3-\n\n\n               (r)  NORMAL RETIREMENT AGE:  The words 'Normal Retirement Age'\n         shall mean the 65th birthday of a Participant.\n\n               (s)  NORMAL RETIREMENT DATE:  The words 'Normal Retirement Date'\n         shall mean the first day of the month coinciding with or following a\n         Participant's Normal Retirement Age.\n\n               (t)  PARTICIPANT:  The word 'Participant' shall mean an\n         Associate who has been selected for participation in the Plan as of\n         the Effective Date, and whose name is listed on Exhibit 'A' attached\n         hereto.\n\n               (u)  PAST SERVICE BENEFIT:  The words 'Past Service Benefit'\n         shall mean the benefit which has been credited to a Participant and\n         adjusted pursuant to Section 5.1 hereof.\n\n               (v)  PLAN:  The word 'Plan' shall mean the 'Fleming Companies,\n         Inc. Executive Past Service Benefit Plan,' as set forth in this\n         instrument, and as hereafter amended from time to time.\n\n               (w)  POSTPONED RETIREMENT DATE:  The words 'Postponed Retirement\n         Date' shall mean the first day of the month coinciding with or next\n         following the date that a Participant retires under Section 5.5 herein\n         subsequent to his Normal Retirement Date.\n\n               (x)  PRIOR PLAN:  The words 'Prior Plan' shall mean the Amended\n         and Restated Supplemental Retirement Income Plan of Fleming Companies,\n         Inc. and Its Subsidiaries' which was terminated as to the Participants\n         effective November 1, 1997.\n\n               (y)  RETIREMENT DATE:  The words 'Retirement Date' shall mean a\n         Participant's Early Retirement Date, Disability Retirement Date,\n         Normal Retirement Date, or Postponed Retirement Date, whichever\n         applies.\n\n               (z)  SUBSIDIARY:  The word 'Subsidiary' shall mean any\n         corporation with 80% or more of its voting capital stock being owned\n         by the Company.\n\n              (aa)  TRUST:  The word 'Trust' shall mean the Fleming Companies,\n         Inc. Executive Deferred Compensation Trust which has been established\n         and may be used by the Company as the device for assisting the Company\n         to meet its obligations under the Plan.\n\n                                     -4-\n\n\n              (bb)  TRUSTEE OR TRUSTEES:  The words 'Trustee' or 'Trustees'\n         means the entity who has been designated by the Company to serve as\n         Trustee of the Trust.\n\n              (cc)  YEAR:  The word 'Year' shall mean the annual period\n         beginning on the first day following the last Saturday of December,\n         and ending on the last Saturday of December of the calendar year\n         immediately following.\n\n              (dd)  YEAR OF EMPLOYMENT SERVICE:  The words 'Year of Employment\n         Service' shall mean the 12 month period commencing with the\n         Participant's initial date of hire (or date of rehire) with the\n         Company or Subsidiary and 12 month anniversaries of such date during\n         which time the Participant remained in the continuous full-time employ\n         of the Company or a Subsidiary.  For the purposes of calculating a\n         Year of Employment Service, service both before and after the\n         Effective Date of this Plan will be considered.  With regard to the\n         calculation of Years of Employment Service with respect to any\n         Participant who was hired and then terminated employment and\n         subsequently was rehired by the Company or a Subsidiary, then, the\n         Committee shall make the determination and calculation as to the\n         number of completed Years of Employment Service by disregarding the\n         break in employment service and considering such periods of employment\n         service to be cumulative, i.e., counting one or more periods of\n         employment.\n\n         2.2   CONSTRUCTION.  The masculine gender, where appearing in the \nPlan, shall be deemed to include the feminine gender, unless the context \nclearly indicates to the contrary.  Any word appearing herein in the plural \nshall include the singular, where appropriate, and likewise the singular \nshall include the plural, unless the context clearly indicates to the \ncontrary.\n                                       \n                                 ARTICLE III\n\n                                PARTICIPATION\n\n          3.1  PARTICIPATION IN CONSIDERATION FOR FUTURE SERVICES ONLY.  The \nonly Participants in the Plan are those listed on Exhibit 'A' attached \nhereto, and no additional Associates will be eligible to participate in the \nPlan.  The Past Service Benefit will be deemed to be for all purposes in \nconsideration of future services which will be rendered by such Participant \nto the Company.\n\n          3.2  THE AGREEMENT.  Each Participant shall, as a condition of \nparticipation, complete and return to the Committee the Agreement which \nevidences participation in the Plan and the Participant's agreement to the \nterms and conditions thereof.\n\n                                      -5-\n\n                                       \n                                  ARTICLE IV\n\n                                CONTRIBUTIONS\n\n          4.1  PAYMENTS BY THE COMPANY.  The payments required to fund the cost\nof the benefits provided by the Plan shall be made solely by the Company.\n\n                                  ARTICLE V\n\n                            PAST SERVICE BENEFIT\n\n          5.1  PAST SERVICE BENEFIT.\n\n               (a)  AMOUNT OF PAST SERVICE BENEFIT.  Each of the Participants\n          have been selected for participation in the Plan and have previously\n          been a Participant in the Prior Plan.  While eligible to participate\n          in the Prior Plan, no Participant had earned any vested or accrued\n          benefit in the Prior Plan as of the date of its termination.\n          Notwithstanding the fact that the Participants have not earned any\n          benefit under the Prior Plan, the Company desires to provide to each\n          Participant the opportunity to earn a supplemental retirement benefit\n          in the form of the Past Service Benefit calculated, in part, by\n          considering his employment service with the Company earned prior to\n          November 1, 1997.  The Actuary has determined the value of the Past\n          Service Benefit based upon sound actuarial principles as of November\n          1, 1997.  The amount of Past Service Benefit for each Participant is\n          the amount which is set forth opposite his name on Exhibit 'A'\n          attached hereto.\n\n               (b)  ADJUSTMENTS TO PAST SERVICE BENEFIT.  With respect to the\n          Past Service Benefit credited to each Participant, there shall be\n          established a separate account (the 'Account') to which will be\n          credited the amount of Past Service Benefit.  There shall also be\n          credited to such Account earnings in an amount equal to the greater\n          of (i) interest at the rate equal to 1% below the prime rate of\n          interest published in THE WALL STREET JOURNAL (Southwest Edition) in\n          the Money Rate Section at the beginning of each calendar quarter (the\n          'Rate of Interest') determined quarterly, or (ii) the actual earnings\n          of any assets held in the Trust.  Earnings of the Trust shall be\n          credited in the ratio that the balance in each Participant's Account\n          determined at the end of the previous quarter bears to the balance of\n          all Accounts of all Participants in the Trust determined at the end\n          of the previous quarter.  The Accounts established pursuant to this\n          Section 5.1(b) are fictitious and are solely for \n\n                                      -6-\n\n\n          recordkeeping purposes and shall not be considered to be funded with \n          assets set aside or segregated for any Participant, but such Accounts \n          are only established for recordkeeping purposes to determine the \n          amount of earnings which will be credited to the Past Service Benefit\n          and such earnings shall be credited as provided herein until a \n          Participant's Past Service Benefit has been fully paid.\n\n          5.2  VESTING OF PAST SERVICE BENEFIT.\n\n               (a)  VESTING.  A Participant shall only be vested in his Past\n          Service Benefit upon completion of all of the following:\n\n                         (i)  Completing two continuous Years of Employment\n               Service with the Company or any Subsidiary commencing November\n               1, 1997;\n\n                        (ii)  Attaining his Early Retirement Date; and\n\n                       (iii)  Satisfying the 'Rule of 70' which means the\n               Participant's age and Years of Employment Service must equal or\n               exceed 70.\n\n                    Provided, if not sooner vested, a Participant shall be 100%\n               vested in his Past Service Benefit upon a Change of Control, his\n               death or Disability.\n\n               (b)  FORFEITURE.  In the event that a Participant terminates\n          employment prior to having satisfied the requirements for vesting as\n          described under Section 5.2(a) above, or if any of the provisions of\n          Section 14.3 are applicable to such Participant, then, the Past\n          Service Benefit of such Participant shall be forfeited in its\n          entirety and the Participant or his Beneficiary shall have no right,\n          claim or interest to any Past Service Benefit under this Plan or the\n          Agreement.\n\n               (c)  POWER TO ACCELERATE VESTING.  Notwithstanding any other\n          provisions of this Plan to the contrary, the Committee may, in its\n          sole and absolute discretion, waive, modify or amend any of the terms\n          and provisions of this Section 5.2 with respect to any Participant\n          with regard to the acceleration of the time during which a\n          Participant's Past Service Benefit may be vested or otherwise payable\n          pursuant to Section 5.3 below.\n\n          5.3  PAYMENT OF PAST SERVICE BENEFIT.  Except in the case of \ntermination of employment due to death, Disability, or termination upon or \nafter a Change of Control, no portion of Participant's Past Service Benefit \nto which he may be entitled shall be payable \n\n                                      -7-\n\n\nprior to the date that (i) he satisfies all of the requirements for vesting \nin his Past Service Benefit under Section 5.2(a) above, and (ii) the \nParticipant terminates employment with the Company or a Subsidiary.  Payment \nof the vested Past Service Benefit to a Participant shall commence no later \nthan 30 days following the Participant's termination of employment or date of \ndeath, as the case may be.\n\n          5.4  FORM OF BENEFIT.  A Participant shall be entitled to receive \nand be paid his vested Past Service Benefit as provided in Article X hereof, \nand such payment will be made in cash.\n\n          5.5  POSTPONED RETIREMENT DATE.  If a Participant continues his \nemployment with the Company or Subsidiary to a date after his Normal \nRetirement Date, referred to as his Postponed Retirement Date, his Past \nService Benefit shall be deferred until his Postponed Retirement Date.  \nBenefits to which he shall be entitled as of his Postponed Retirement Date \nshall be his Past Service Benefit as of his Normal Retirement Date with \nadjustment after such date in accordance with Section 5.1(b) hereof.\n                                       \n                                   ARTICLE VI\n\n                           DEATH OF A PARTICIPANT\n \n          6.1  PAYMENT OF DEATH BENEFIT.\n\n               (a)  BEFORE TERMINATION OF EMPLOYMENT.  In the event that a\n          Participant dies while employed by the Company or any Subsidiary,\n          then, such Participant's Past Service Benefit shall be paid to the\n          Participant's designated Beneficiary in the same manner as he has\n          previously elected in his Agreement unless the Committee approves an\n          optional form of payment under Section 10.1 hereof.\n\n               (b)  AFTER TERMINATION OF EMPLOYMENT.  In the event that a\n          Participant dies after he has terminated employment with the Company\n          or any Subsidiary and he has not yet received all the Past Service\n          Benefit to which he is otherwise entitled under this Plan, then, the\n          remaining portion of the Past Service Benefit which would otherwise\n          have been paid to the Participant had he survived would then be paid\n          to the Participant's Beneficiary in the same form elected by the\n          Participant pursuant to Article X hereof.\n\n               (c)  SPECIAL DEATH BENEFIT.  In the event that a Participant has\n          elected to receive his Supplemental Normal Retirement Income for the\n          'Life of Participant Only' (Option 1) and such Participant dies prior\n          to the time that benefits actually commence pursuant to the terms of\n          this Plan, then, the Beneficiary of such \n\n                                      -8-\n\n\n          deceased Participant shall receive the actuarial equivalent of such \n          Participant's Supplemental Normal Retirement Income paid as a '50% \n          Joint Annuitant Survivor Benefit' (Option 2) as described in Section \n          10.1 hereof.\n\n          6.2  BENEFICIARY DESIGNATION.  The Participant shall designate a \nBeneficiary in his Agreement who will receive the deceased Participant's Past \nService Benefit.  Such Beneficiary may be changed by the Participant upon \nnotice to the Company pursuant to the terms of the Agreement.  In the event \nthat the Beneficiary designated to receive the Past Service Benefit otherwise \npayable to a Participant hereunder is not then surviving at the date of the \nParticipant's death, then, such Past Service Benefit shall be paid to the \nBeneficiary designated by the Participant who is then surviving and if there \nis no Beneficiary then surviving, such benefits will automatically be paid to \nthe estate of such Participant.\n                                       \n                                  ARTICLE VII\n\n                               EARLY RETIREMENT\n\n          7.1  EARLY RETIREMENT.  A Participant who has attained his Early \nRetirement Date and who is vested in his Past Service Benefit as provided in \nSection 5.2(a) hereof may retire early from the Company or any Subsidiary and \ncommence payment of his Past Service Benefit in the form elected by the \nParticipant under Article X hereof.\n\n                                 ARTICLE VIII\n\n                                  DISABILITY\n\n          8.1  DISABILITY.  In the event that a Participant incurs a \nDisability and he terminates employment with the Company or any Subsidiary \n(the 'Disability Retirement Date'), then, in such event, the Participant \nshall be entitled to receive his Past Service Benefit in the form as elected \nby the Participant in accordance with Article X hereof.\n\n          8.2  PROOF OF DISABILITY.  After a Participant's Disability \nRetirement Date the Committee may require that the Participant's continuing \nDisability be verified by medical examination at a location convenient to the \nParticipant; provided, such Participant shall not be required to submit to \nmore than one examination in a 12 month period.  If a Participant fails to \nallow such verification to occur, or if it does occur and the Participant is \nno longer suffering a Disability as determined by the Committee, then, the \nCommittee may cease further payments of such Past Service Benefit.\n\n                                      -9-\n\n\n                                  ARTICLE IX\n\n                              CHANGE OF CONTROL\n\n          9.1  ACCELERATION OF VESTING OF PAST SERVICE BENEFIT UPON CHANGE OF \nCONTROL.  In the event that there is a 'Change of Control,' as defined below, \nthen, subject to Section 14.3 hereof, each Participant shall be fully vested \nin his Past Service Benefit with payment of such Past Service Benefit to be \npaid in the form as elected by the Participant as provided in Section 10.1 \nhereof immediately following his termination of employment.  Anything in this \nPlan to the contrary notwithstanding, if a Participant's employment with the \nCompany or a Subsidiary is terminated on or prior to the date on which a \nChange of Control occurs, and it is reasonably demonstrated that such \ntermination (i) was at the request of a third party who has taken steps \nreasonably calculated to effect a Change of Control or (ii) otherwise arose \nin connection with or anticipation of a Change of Control, then for all \npurposes of this Plan as to such terminated Participant, a Change of Control \nshall be determined to have occurred as of the date immediately prior to the \ndate of such termination.  For the purposes of this Plan, the term 'Change of \nControl' shall mean:\n\n               (a)  The acquisition by any individual, entity or group (within\n          the meaning of Section 13(d)(3) or 14(d)(2) of the Securities\n          Exchange Act of 1934, as amended (the 'Exchange Act')) (a 'Person')\n          of beneficial ownership (within the meaning of Rule 13d-3 promulgated\n          under the Exchange Act) of 20% or more (the 'Triggering Percentage')\n          of either (i) the then outstanding shares of Common Stock of the\n          Company (the 'Outstanding Company Common Stock') or (ii) the combined\n          voting power of the then outstanding voting securities of the Company\n          entitled to vote generally in the election of directors (the 'Out-\n          standing Company Voting Securities'); provided, however, in the event\n          the 'Incumbent Board' (as such term is hereinafter defined) in\n          accordance with any share rights agreement to which the Company is a\n          party that may be in effect (the 'Rights Agreement') lowers the\n          threshold amounts set forth in the Rights Agreement, the Triggering\n          Percentage shall be automatically reduced to equal the reduced\n          threshold amount set by the Incumbent Board pursuant to the Rights\n          Agreement; and provided, further, however, that the following acquisi-\n          tions shall not constitute a change of control: (i) any acquisition\n          directly from the Company, (ii) any acquisition by the Company; (iii)\n          any acquisition by any employee benefit plan (or related trust)\n          sponsored or maintained by the Company or any corporation controlled\n          by the Company, (iv) any acquisition previously approved by at least\n          a majority of the members of the Incumbent Board, (v) any acquisition\n          approved by at least a majority of the \n\n                                     -10-\n\n\n          members of the Incumbent Board within five (5) business days after \n          the Company has notice of such acquisition, or (vi) any acquisition \n          by any corporation pursuant to a transaction which complies with \n          clauses (i), (ii), and (iii) of subsection (c) of this Section 9.1; or\n\n               (b)  Individuals who, as of the date hereof, constitute the\n          Board (the 'Incumbent Board') cease for any reason to constitute at\n          least a majority of the Board; provided, however, that any individual\n          becoming a director subsequent to the date hereof whose election,\n          appointment or nomination for election by the Company's shareholders,\n          was approved by a vote of at least a majority of the directors then\n          comprising the Incumbent Board shall be considered as though such\n          individual were a member of the Incumbent Board, but excluding, for\n          purposes of this definition, any such individual whose initial\n          assumption of office occurs as a result of an actual or threatened\n          election contest with respect to the election or removal of directors\n          or other actual or threatened solicitation of proxies or consents by\n          or on behalf of a Person other than the Board; or\n\n               (c)  Approval by the shareholders of the Company of a\n          reorganization, share exchange, merger or consolidation (a 'Business\n          Combination'), in each case, unless, following such Business\n          Combination, (i) all or substantially all of the individuals and\n          entities who were the beneficial owners, respectively, of the Out-\n          standing Company Common Stock and Outstanding Company Voting\n          Securities immediately prior to such Business Combination\n          beneficially own, directly or indirectly, more than 70% of,\n          respectively, the then outstanding shares of common stock and the\n          combined voting power of the then outstanding voting securities enti-\n          tled to vote generally in the election of directors, as the case may\n          be, of the corporation resulting from such Business Combination\n          (including, without limitation, a corporation which as a result of\n          such transaction owns the Company through one or more subsidiaries)\n          in substantially the same proportions as their ownership, immediately\n          prior to such Business Combination, of the Outstanding Company Common\n          Stock and Outstanding Company Voting Securities, as the case may be,\n          (ii) no Person (excluding any employee benefit plan (or related\n          trust) of the Company or such corporation resulting from such\n          Business Combination) beneficially owns, directly or indirectly, 20%\n          or more of, respectively, the then outstanding shares of common stock\n          of the corporation resulting from such Business Combination or the\n          combined voting power of the then outstanding voting securities of\n          such corporation except to the extent that such ownership existed\n          prior to the \n\n                                     -11-\n\n\n          Business Combination, and (iii) at least a majority of the members of \n          the board of directors of the corporation resulting from such \n          Business Combination were members of the Incumbent Board at the time \n          of the execution of the initial agreement, or of the action of the \n          Board, providing for such Business Combination or were elected, \n          appointed or nominated by the Board; or\n\n               (d)  Approval by the shareholders of the Company of (i) a\n          complete liquidation or dissolution of the Company or, (ii) the sale\n          or other disposition of all or substantially all of the assets of the\n          Company, other than to a corporation, with respect to which following\n          such sale or other disposition, (A) more than 70% of, respectively,\n          the then outstanding shares of common stock of such corporation and\n          the combined voting power of the then outstanding voting securities\n          of such corporation entitled to vote generally in the election of\n          directors is then beneficially owned, directly or indirectly, by all\n          or substantially all of the individuals and entities who were the\n          beneficial owners, respectively, of the Outstanding Company Common\n          Stock and Outstanding Company Voting Securities immediately prior to\n          such sale or other disposition in substantially the same proportions\n          as their ownership, immediately prior to such sale or other\n          disposition, of the Outstanding Company Common Stock and Outstanding\n          Company Voting Securities, as the case may be, (B) less than 20% of,\n          respectively, the then outstanding shares of common stock of such\n          corporation and the combined voting power of the then outstanding\n          voting securities of such corporation entitled to vote generally in\n          the election of directors is then beneficially owned, directly or\n          indirectly, by any Person (excluding any employee benefit plan (or\n          related trust) of the Company or such corporation), except to the\n          extent that such Person owned 20% or more of the Outstanding Company\n          Common Stock or Outstanding Company Voting Securities prior to the\n          sale or disposition, and (C) at least a majority of the members of\n          the board of directors of such corporation were members of the\n          Incumbent Board at the time of the execution of the initial\n          agreement, or of the action of the Board, providing for such sale or\n          other disposition of assets of the Company or were elected, appointed\n          or nominated by the Board.\n                                       \n                                   ARTICLE X\n\n                       MANNER OF PAYMENT OF BENEFITS\n\n          10.1  PAYMENT AT ACTUAL RETIREMENT.  Except as provided in Section \n9.1 herein, with respect to termination upon or following a Change of \nControl, each Participant shall be paid his Past \n\n                                     -12-\n\n\nService Benefit upon terminating his employment with the Company or any \nSubsidiary on his applicable Retirement Date.  The Past Service Benefit will \nbe paid in one of the optional forms described below and elected by the \nParticipant in his Agreement.  Except as pro vided in Section 10.2 below, \nsuch elections are irrevocable.  The optional forms of payment permitted \nunder the Plan are as follows:\n\n                    OPTIONAL FORMS OF PAYMENT\n\n                    Life of Participant Only\n              50% Joint Annuitant Survivor Benefit\n             75%  Joint Annuitant Survivor Benefit\n             100% Joint Annuitant Survivor Benefit\n                     5 Year Period Certain\n                    10 Year Period Certain\n                    15 Year Period Certain\n\nA description of the optional forms of payment is contained in Exhibit 'B' \nattached hereto.  The Actuary for the Plan shall actuarially adjust the \namount of Past Service Benefit otherwise payable to the Participant as if \nsuch payment was to be made on a single life basis to reflect the age of the \nParticipant or his Beneficiary, as the case may be, and the optional form of \nbenefit elected by the Participant.  Provided, notwithstanding that the \nParticipant has elected the optional form of benefit as provided in this \nSection 10.1, at any time prior to the date the payment of the Participant's \nPast Service Benefit commences, the Participant (or his Beneficiary in the \ncase of death) may make a written request to the Committee that his Past \nService Benefit be paid in any of the optional forms of payment described \nabove or in the form of a single lump sum payment, and, if the Committee \napproves such request considering all relevant facts and circumstances, \npayment may be made in one of such optional forms of payment or in a lump \nsum.  The decision to make payment in one of the optional forms of payment or \nin a lump sum shall be made in the Committee's sole discretion; and, if \npayment is made in one of such optional forms of payment or in a lump sum for \none Participant, this in no way requires the Committee to make payment in the \nsame manner for any other Participant.\n                                       \n                                   ARTICLE XI\n\n                          GENERAL BENEFIT PROVISIONS\n\n          11.1  RESTRICTIONS ON ALIENATION OF BENEFITS.  No right or benefit \nunder this Plan shall be subject to anticipation, alienation, sale, \nassignment, pledge, encumbrance, or charge, and any attempt to anticipate, \nalienate, sell, assign, pledge, encumber, or charge the same shall be void.  \nNo right or benefit hereunder shall in any manner be liable for or subject to \nthe debts, contracts, liabilities, or torts of the person entitled to such \nbenefit.  If any Participant or Beneficiary under this Plan \n\n                                     -13-\n\n\nshould become bankrupt or attempt to anticipate, alienate, sell, assign, \npledge, encumber, or charge any right or benefit under this Plan, then such \nright or benefit shall, in the discretion of the Committee, be held or \napplied for the benefit of such Partici pant or Beneficiary, his or her \nspouse, children, or other dependents, or any of them, in such manner and in \nsuch portion as the Committee, in its sole and absolute discretion, may deem \nproper.\n\n          11.2  RELEASE OF CLAIMS.  The Participant was previously eligible \nto participate in the Prior Plan.  The Prior Plan was terminated effective as \nof November 1, 1997.  At the time of termination of the Prior Plan, the \nParticipant did not have any vested or accrued benefit in the Prior Plan. \nHowever, because the Participant will be provided the opportunity to earn the \nPast Service Benefit under this Plan, the Company will require in the \nAgreement that the Participant release any and all claims, rights or benefits \nwhich he may have otherwise had with respect to any benefits which would have \notherwise been paid pursuant to the terms of the Prior Plan.\n\n          11.3  PLAN UNFUNDED - NO ASSIGNMENT.  The Plan at all times shall \nbe entirely unfunded as provided under Title I of the Act and no provision \nshall at any time be made with respect to segregating from claims of \ncreditors any assets of the Company, its parent, if applicable, a Subsidiary \nfor payment of any benefits hereunder.  No Participant, Beneficiary or any \nother person shall have any interest in any particular assets of the Company, \nits parent, if applicable, or any Subsidiary by reason of the right to \nreceive a benefit under the Plan and any such Participant, Beneficiary or \nother person shall have only the rights of a general unsecured creditor of \nthe Company, its parent, if applicable, or a Subsidiary with respect to any \nrights under the Plan.  No right or benefit under this Plan shall in any \nmanner be subject to anticipa tion, alienation, sale, transfer, assignment, \npledge, encumbrance, attachment, garnishment or charge by creditors of any \nParticipant or Beneficiary, and any attempt to anticipate, alienate, sell, \nassign, pledge, encumber, attach, garnish or charge the same shall be void.  \nNo right or benefit hereunder shall in any manner be liable for or subject to \nthe debts, contracts, liabilities, or torts of the person entitled to such \nbenefit.\n\n          11.4  WITHHOLDING AND OTHER EMPLOYMENT TAXES.  The Company shall \ncomply with all federal and state laws and regulations respecting the \nwithholding, deposit and payment of any income or other taxes relating to any \npayments made under this Plan.\n\n          11.5  NO TRUST.  No action under this Plan by the Company, its \nBoard or the Committee shall be construed as creating a trust, escrow or \nother secured or segregated fund in favor of the Participant, his \nBeneficiary, or any other persons otherwise entitled to his Past Service \nBenefit.  The status of the Participant and his Beneficiary with respect to \nany liabilities assumed by \n\n                                     -14-\n\n\nthe Company hereunder shall be solely those of unsecured creditors of the \nCompany, its parent, if applicable, or any Subsidiary.  Any asset acquired or \nheld by the Company, its parent, if applicable, or any Subsidiary in \nconnection with liabilities assumed by it hereunder, shall not be deemed to \nbe held under any trust, escrow or other secured or segregated fund for the \nbenefit of the Participant or his Beneficiaries or to be security for the \nperformance of the obligations of the Company, its parent, if applicable, or \nany Subsidiary, but shall be, and remain a general, unpledged, unrestricted \nasset of the Company or any Subsidiary at all times subject to the claims of \ngeneral creditors of the Company or any Subsidiary.  However, the Company may \ncontribute assets to the Trust to pay benefits under the Plan.\n\n                                 ARTICLE XII\n\n                   PROVISIONS RELATING TO PARTICIPANTS\n\n          12.1  INFORMATION REQUIRED OF PARTICIPANTS.  Payment of Benefits \nshall begin as of the payments date(s) provided in this Plan and no formal \nclaim shall be required therefor; provided, in the interest of orderly \nadministration of the Plan, the Committee may make reasonable requests of \nParticipants and Beneficiaries to furnish information which is reasonably \nnecessary and appropriate to the orderly administration of the Plan, and, to \nthat limited extent, payments under the Plan are conditioned upon the Partici-\npants and Beneficiaries promptly furnishing true, full and complete \ninformation as the Committee may reasonably request.\n\n          12.2  ABANDONMENT OF BENEFITS.  Each Participant and Beneficiary \nshall file with the Committee, from time to time in writing, his post office \naddress and each change of post office address, and any communication \naddressed to a Participant or Beneficiary at his last post office address \nfiled with the Committee, or if no such address was filed, then at his last \npost office address as shown on the Company's records, shall be binding on \nthe Participant or his Beneficiary for all purposes of the Plan, and the \nCommittee shall not be obliged to search for or ascertain the whereabouts of \nany Participant or Beneficiary; provided, that the Committee shall mail an \nannual notice of unpaid benefits to such person at such last post office \naddress.  If the Committee furnishes such annual notice to any Participant, \nor Beneficiary, that he is entitled to a distribution, and the Participant or \nBeneficiary fails to claim such distribution or make his whereabouts known to \nthe Committee within three years thereafter, such benefits shall be disposed \nof as follows:\n\n                (a)  if the whereabouts of such Participant or Beneficiary are\n          known to the Committee, payment shall be made to such Participant or\n          Beneficiary; or\n\n                                     -15-\n\n\n                (b)  if the whereabouts of such Participant and his Beneficiary\n          are unknown to the Committee, the Committee may direct the\n          distribution of a Participant's benefits on the same basis as though\n          the Participant had died without designating a Beneficiary as\n          provided in Subsection 6.2 hereof.\n\n          12.3  BENEFITS PAYABLE TO INCOMPETENTS.  Any benefits payable \nhereunder to a minor or other person under legal disability may be made, at \nthe discretion of the Committee, (i) directly to such person, or (ii) to a \nparent, spouse, relative by blood or marriage, or the legal representative of \nsuch person.  The Committee shall not be required to see to the application \nof any such payment, and the payee's receipt shall be a full and final \ndischarge of the Committee's responsibility hereunder.\n\n          12.4  CONDITIONS OF EMPLOYMENT NOT AFFECTED BY PLAN.  The \nestablishment and maintenance of the Plan shall not be construed as \nconferring any legal rights upon any Participant to the continuation of \nemployment with the Company.\n                                       \n                                 ARTICLE XIII\n\n                       ADMINISTRATION AND COMMITTEE\n\n          13.1  ALLOCATION OF RESPONSIBILITY FOR PLAN ADMINISTRATION.  The \nCommittee shall have only those specific powers, duties, responsibilities and \nobligations as are specifically given them under the Plan.  In general, the \nCompany shall have the sole responsibility for appointing and removing \nCommittee members, as provided in Section 13.2 herein.  The Company shall \nhave the sole responsibility for amending or terminating, in whole or in \npart, this Plan.  The Committee shall have the sole responsibility for the \nadministration of the Plan which responsibility is specifically described in \nthis Plan.\n\n          13.2  APPOINTMENT OF COMMITTEE.  The Plan shall be administered by \nthe Committee which shall be appointed by and serve at the pleasure of the \nBoard.  All usual and reasonable expenses of the Committee may be paid in \nwhole or in part by the Company.\n\n          13.3  CLAIMS PROCEDURE.  The Committee shall make all \ndeterminations as to the right of any person to benefits.  If any request for \na benefit is wholly or partially denied, the Committee shall notify the \nperson requesting the benefits, in writing, of such denial, including in such \nnotification the following information:\n\n                (a)  the specific reason or reasons for such denial;\n\n                                     -16-\n\n\n                (b)  the specific references to the pertinent Plan provisions\n          upon which the denial is based;\n\n                (c)  a description of any additional material and information\n          which may be needed to clarify the request, including an explanation\n          of why such information is required; and\n\n                (d)  an examination of this Plan's review procedure with\n          respect to denial of benefits.\n\nProvided, that any such notice to be delivered to any Participant or \nbeneficiary shall be mailed by certified or registered mail and shall be \nwritten to the best of the Committee's ability in a manner that may be \nunderstood without legal counsel.\n\n          13.4  REVIEW PROCEDURE.  Any Participant or Beneficiary whose claim \nhas been denied in accordance with Section 13.3 herein may appeal to the \nCommittee for review of such denial by making a written request therefor \nwithin 60 days of receipt of the notification of such denial.  Such \nParticipant or Beneficiary may examine documents pertinent to the review and \nmay submit to the Committee written issues and comments.  Within 60 days \nafter receipt of the request for review, the Committee shall communicate to \nthe claimant, in writing, its decision, and the communication shall set forth \nthe reason or reasons for the decision and specific reference to those Plan \nprovisions upon which the decision is based.\n\n          13.5  RECORDS AND REPORTS.  The Committee shall exercise such \nauthority and responsibility as it deems appropriate in order to comply with \nthe Act and governmental regulations issued thereunder relating to records of \nthe Participant's accounts and benefits which may be paid under the Plan; and \nto notify Participants and Beneficiaries as required.\n\n          13.6  OTHER COMMITTEE POWERS AND DUTIES.  The Committee shall have \nsuch duties and powers as may be necessary to discharge its duties hereunder, \nincluding, but not by way of limitation, the following:\n\n                (a)  to construe and interpret the Plan in its sole and\n          absolute discretion, decide all questions of eligibility and\n          determine the amount, manner and time of payment of any benefits\n          hereunder;\n\n                (b)  to prescribe procedures to be followed by Participants or\n          Beneficiaries filing applications for benefits;\n\n                (c)  to prepare and distribute, in such manner as the Committee\n          determines to be appropriate, information explaining the Plan;\n\n                                     -17-\n\n\n                (d)  to receive from the Company and from Participants and\n          Beneficiaries such information as shall be necessary for the proper\n          administration of the Plan;\n\n                (e)  to furnish the Company, upon request, such reports with\n          respect to the administration of the Plan as are reasonable and\n          appropriate;\n\n                (f)  to appoint and employ individuals and any other agents it\n          deems advisable, including legal counsel, to assist in the\n          administration of the Plan and to render advice with respect to any\n          responsibility of the Committee, or any of its individual members,\n          under the Plan;\n\n                (g)  to allocate among themselves who shall be responsible for\n          specific duties and to designate fiduciaries (other than Committee\n          members) to carry out responsibilities under the Plan; provided that\n          any such allocations shall be reduced to writing, signed by all\n          Committee members, and filed in a permanent Committee minute book;\n          and\n\n                (h)  to maintain continuing review of the Act, the Code and the\n          implementing regulations thereto and suggest changes and\n          modifications to the Company in connection with delegations of\n          responsibility, as appropriate, and amendments to the Plan.\n\n          13.7  RULES AND DECISIONS.  The Committee may adopt such rules as \nit deems necessary, desirable, or appropriate.  All rules and decisions of \nthe Committee shall be uniformly and consistently applied to all Participants \nand beneficiaries in similar circumstances.  When making a determination or \ncalculation, the Committee shall be entitled to rely upon information \nfurnished by a Participant or Beneficiary, the Company, or the legal counsel \nof the Company.\n\n          13.8  COMMITTEE PROCEDURES.  The Committee may act at a meeting or \nin writing without a meeting.  The Committee shall have a chairman, and \nappoint a secretary, who may or may not be a Committee member.  The secretary \nshall keep a record of all meetings in a permanent Committee minute book and \nforward all necessary communications to the Company.  The Committee may adopt \nsuch bylaws and regulations as it deems desirable for the conduct of its \naffairs.  All decisions of the Committee shall be made by the vote of the \nmajority including actions in writing taken without a meeting.  A dissenting \nCommittee member who, within a reasonable time after he has knowledge of any \naction or failure to act by the majority, registers his dissent in writing \ndelivered to the other Committee members, to the extent permitted by law, \nshall not be responsible for any such action or failure to act.\n\n                                     -18-\n\n\n                                 ARTICLE XIV\n\n                         AMENDMENT AND TERMINATION\n\n          14.1  RIGHT TO AMEND OR ALTER PLAN.  The Plan may be amended by the \nCommittee from time to time in any respect whatever by resolution of the \nCommittee specifying such amendment; provided, however, this Plan may not be \namended, modified or altered in any manner which adversely affects any \nParticipant without the written consent of the affected Participant.\n\n          14.2  RIGHT TO TERMINATE PLAN.  The Committee expressly reserves \nthe right to terminate this Plan in whole or in part at any time; provided, \nhowever, this Plan may not be terminated without the written consent of the \naffected Participant.\n\n          14.3  FORFEITURE OF ALL BENEFITS.  In the event that the \nParticipant (i) is discharged from employment service with the Company or a \nSubsidiary for Cause, or (ii) commits any other act or acts which are \ninjurious and adversely impacts the Company or any Subsidiary in any manner \nwhatsoever and would be expected to substantially enrich the Participant, \nthen, in such events, the Committee, in its sole discretion, may determine \nthat any benefit which would otherwise be provided to the Participant or his \nBeneficiary under the Agreement or the Plan shall be forfeited in its \nentirety, and it shall thereafter be deemed as if the Participant never was \nselected for participation in the Plan. Provided, however, that the \nprovisions of this Section 14.3 shall not be applicable in the event a Change \nof Control has occurred.\n\n          14.4  MERGER OF COMPANY; SUCCESSOR MUST ASSUME PLAN.  The Company \nwill require any successor (whether direct or indirect, by purchase, merger, \nconsolidation or otherwise) to all or substantially all of the business \nand\/or assets of the Company to expressly assume and agree to perform the \nCompany's and any Subsidiary's obligations under this Plan in the same manner \nand to the same extent that the Company or such Subsidiary would be required \nto perform if no such succession had taken place.  Failure of the Company to \nobtain such assumption and agreement prior to the effectiveness of any \nsuccession shall be a breach by the Company of its obligations under this \nPlan and shall entitle a Participant to compensation from the Company in the \nsame amount and on the same terms as the Participant would be entitled to \nhereunder if the Participant terminated employment following a Change of \nControl, except that for purposes of implementing the foregoing, the date on \nwhich any such succession becomes effective shall be deemed the date of \ntermination of employment.\n\n                                      -19-\n\n\n                                  ARTICLE XV\n\n                           MISCELLANEOUS PROVISIONS\n\n          15.1  ARTICLES AND SECTION TITLES AND HEADINGS.  The titles and \nheadings at the beginning of each Article and Section shall not be considered \nin construing the meaning of any provisions in this Plan.\n\n          15.2  LAWS OF OKLAHOMA TO GOVERN.  The provisions of this Plan \nshall be construed, administered and enforced according to the laws of the \nState of Oklahoma.  All contributions to the Trust, if any, shall be deemed \nto take place in the State of Oklahoma.\n\n          EXECUTED as of the 1st day of November, 1997.\n\n\n                                  FLEMING COMPANIES, INC., a corporation\n\n\n                                  By:\n                                     ----------------------------------------\n                                     Robert E. Stauth, Chairman and\n                                     Chief Executive Officer\n\n\n                                              'COMPANY'\n\n\n\n\n\n                                     -20-\n\n\n                                  EXHIBIT 'B'\n\n            DESCRIPTION OF OPTIONAL FORMS OF PAYMENT\n\nOPTION 1 - Life of \nParticipant Only:                     A Supplemental Normal Retirement \n                                      Income will be paid for the Participant's \n                                      life only.  Upon the Participant's death, \n                                      all payments of Supplemental Normal\n                                      Retirement Income shall cease.\n\nOPTION 2 - 50% Joint \nAnnuitant Survivor Benefit:           A reduced amount of Supplemental Normal \n                                      Retirement Income will be paid to the\n                                      Participant for the Participant's life, \n                                      then, at the Participant's death 50% of\n                                      such amount shall be paid to the \n                                      Participant's surviving Beneficiary.  In \n                                      the event that the Participant's \n                                      surviving Beneficiary has predeceased the \n                                      Participant, or should otherwise die \n                                      after the Participant's death, then no \n                                      further payments will be paid under \n                                      Option 2 or this Agreement.\n\nOPTION 3 - 75% Joint Annuitant \nSurvivor Benefit:                     A reduced amount of Supplemental Normal \n                                      Retirement Income will be paid to the\n                                      Participant for the Participant's life, \n                                      then, at the Participant's death 75% of\n                                      such amount shall be paid to the \n                                      Participant's surviving Beneficiary.  In \n                                      the event that the Participant's \n                                      surviving Beneficiary has predeceased the \n                                      Participant, or should otherwise die after\n                                      the Participant's death, then no further\n                                      payments will be due under Option 3 or \n                                      this Agreement.\n\nOPTION 4 - 100% Joint \nAnnuitant Survivor Benefit:           A reduced amount of Supplemental Normal \n                                      Retirement Income will be paid to the\n                                      Participant for the Participant's life, \n                                      then, at the \n\n                                     -21-\n\n\n                                      Participant's death 100% of such amount \n                                      shall be paid to the Participant's \n                                      surviving Beneficiary.  In the event that \n                                      the Participant's surviving Beneficiary \n                                      has predeceased the Participant, or \n                                      should otherwise die after the \n                                      Participant's death, then no further \n                                      payments will be due under Option 4 or \n                                      this Agreement.\n\nOPTION 5 - 5 Year \nPeriod Certain:                       A reduced amount of Supplemental Normal \n                                      Retirement Income will be paid for a\n                                      period of 5 years certain.  After the \n                                      expiration of such 5 year period, \n                                      payments shall then continue for the \n                                      Participant's life in the same amount.  \n                                      In the event of the Participant's death \n                                      during the 5 year period certain, then,\n                                      the balance of such payments due only \n                                      during such 5 year period will be paid to\n                                      the Participant's surviving Beneficiary.  \n                                      After the expiration of such 5 year \n                                      period, then all payments shall cease.  \n                                      In the event of the expiration of such\n                                      5 year period, and the Participant dies, \n                                      then, no further benefits will be paid \n                                      under Option 5 or this Agreement.\n\nOPTION 6 - 10 Year \nPeriod Certain:                       A reduced amount of Supplemental Normal \n                                      Retirement Income shall be paid for a\n                                      period of 10 years certain.  After the \n                                      expiration of such 10 year period, \n                                      payments shall then continue for the \n                                      Participant's life in the same amount.  In\n                                      the event of the Participant's death \n                                      during the 10 year period certain, then,\n                                      the balance of such payments due only \n                                      during such 10 year period will be paid\n                                      to the Participant's surviving\n                                      Beneficiary.  After the expiration of \n                                      such 10 year period, then all payments \n                                      shall cease. In the event of the \n\n                                     -22-\n\n\n                                      expiration of such 10 year period, and \n                                      the Participant dies, then, no further \n                                      benefits will be paid under Option 6 or \n                                      this Agreement.\n\nOPTION 7 - 15 Year \nPeriod Certain:                       A reduced amount of Supplemental Normal \n                                      Retirement Income shall be paid for a\n                                      period of 15 years certain.  After the \n                                      expiration of such 15 year period, \n                                      payments shall then continue for the \n                                      Participant's life in the same amount.  \n                                      In the event of the Participant's death \n                                      during the 15 year period certain, then,\n                                      the balance of such payments due only \n                                      during such 15 year period will be paid\n                                      to the Participant's surviving \n                                      Beneficiary.  After the expiration of \n                                      such 15 year period, then all payments \n                                      shall cease. In the event of the \n                                      expiration of such 15 year period, and \n                                      the Participant dies, then, no further \n                                      benefits will be paid under Option 7 or \n                                      this Agreement.\n\n\n\n\n\n                                     -23-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7547],"corporate_contracts_industries":[],"corporate_contracts_types":[9540,9539],"class_list":["post-39900","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fleming-companies-inc","corporate_contracts_types-compensation__benefits","corporate_contracts_types-compensation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39900","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39900"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39900"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39900"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39900"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}