Exhibit 99.1



                     FLEMING COMPANIES, INC.

                    2000 STOCK INCENTIVE PLAN
<PAGE>
                     FLEMING COMPANIES, INC.
                    2000 STOCK INCENTIVE PLAN

                        Table of Contents

                                                             Page

ARTICLE I. PURPOSE                                             1
            Section 1.1   Purpose                              1
            Section 1.2   Establishment                        1
            Section 1.3   Shares Subject to the Plan           1

ARTICLE II. DEFINITIONS                                        1

ARTICLE III. ADMINISTRATION                                    5
            Section 3.1   Administration of the  Plan;  the
            Committee                                          5
            Section 3.2   Committee  to  Make  Rules   and
            Interpret Plan                                     6

ARTICLE IV. GRANT OF AWARDS; SHARES SUBJECT TO THE PLAN        6
            Section 4.1   Committee  to  Grant  Awards  to
            Eligible Associates                                6

ARTICLE V. ELIGIBILITY                                         7

ARTICLE VI. STOCK OPTIONS                                      7
            Section 6.1   Grant of Options                     7
            Section 6.2   Conditions of Options                7

ARTICLE VII. RESTRICTED STOCK AWARDS                           9
            Section 7.1   Grant of Restricted Stock Awards     9
            Section 7.2   Conditions of  Restricted  Stock
            Awards                                             9

ARTICLE VIII. STOCK ADJUSTMENTS                               10

ARTICLE IX. GENERAL                                           11
            Section 9.1   Amendment or Termination of Plan    11
            Section 9.2   Termination   of   Employment;
            Termination of Service                            11
            Section 9.3   Limited Transferability - Options   11
            Section 9.4   Withholding Taxes                   12
            Section 9.5   Dividends    and    Dividend
            Equivalents - Awards                              12
            Section 9.6   Change of Control                   12
            Section 9.7   Amendments to Awards                12
            Section 9.8   Regulatory Approval and Listings    12
            Section 9.9   Right to Continued Employment       13
            Section 9.10  Reliance on Reports                 13
            Section 9.11  Construction                        13
            Section 9.12  Governing Law                       13
<PAGE>

                           ARTICLE I.
                             PURPOSE

     Section 1.1    Purpose.  This 2000 Stock Incentive Plan (the
"Plan") is established by Fleming Companies, Inc. (the "Company")
to  create incentives which are designed to motivate Participants
to  put forth maximum effort toward the success and growth of the
Company  and  to  enable  the  Company  to  attract  and   retain
experienced  individuals  who  by  their  position,  ability  and
diligence  are  able  to  make  important  contributions  to  the
Company's  success.  Toward these objectives, the  Plan  provides
for  the  granting  of  Options and Restricted  Stock  Awards  to
Eligible  Associates subject to the conditions set forth  in  the
Plan.

     Section 1.2    Establishment.  The Plan is effective as of
February 29, 2000 and for a period of ten years thereafter.  The
Plan shall continue in effect until all matters relating to the
payment of Awards and administration of the Plan have been
settled.

     The  Plan  shall be  approved  by the  holders of a majority
of   the   outstanding  shares  of  Common  Stock,  present,   or
represented,  and entitled to vote at a meeting called  for  such
purpose,  which  approval  must occur within  the  period  ending
twelve  months after the date the Plan is adopted by  the  Board.
Pending such approval by the shareholders, Awards under the  Plan
may be granted to Eligible Associates, but no such Awards may  be
exercised prior to receipt of shareholder approval.  In the event
shareholder  approval  is not obtained within  such  twelve-month
period, all such Awards shall be void.

     Section 1.3    Shares  Subject  to the Plan.  Subject to the
limitations set forth in the Plan, Awards may be made under  this
Plan for a total of One Million Nine Hundred Thousand (1,900,000)
shares of Common Stock.

                           ARTICLE II.
                           DEFINITIONS

     Section 2.1    "Affiliated  Entity" means any partnership or
limited  liability company in which a majority of the partnership
or  other  similar  interest  thereof  is  owned  or  controlled,
directly  or  indirectly, by the Company or one or  more  of  its
Subsidiaries  or  Affiliated Entities or a  combination  thereof.
For  purposes hereof, the Company, a Subsidiary or an  Affiliated
Entity shall be deemed to have a majority ownership interest in a
partnership  or  limited liability company if the  Company,  such
Subsidiary or Affiliated Entity shall be allocated a majority  of
partnership or limited liability company gains or losses or shall
be  or  control a managing director or a general partner of  such
partnership or limited liability company.

     Section 2.2    "Award" means,  individually or collectively,
any Option or Restricted Stock Award granted under the Plan to an
Eligible  Associate  by the  Committee  pursuant  to  such terms,
conditions,  restrictions,  and/or limitations, if  any,  as  the
Committee may establish by the Award Agreement or otherwise.

     Section 2.3    "Award Agreement" means any written instrument
that establishes the terms, conditions, restrictions, and/or
limitations applicable to an Award in addition to those
established by this Plan and by the Committee's exercise of its
administrative powers.

     Section 2.4    "Board" means the Board of Directors of the
Company.

     Section 2.5    "Change of Control Event" means each of the
following:

     (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 "Outstanding  Company
Voting   Securities");  provided,  however,  in  the  event   the
"Incumbent Board" (as such term is hereinafter defined)  pursuant
to authority granted in any rights agreement to which the Company
is  a  party  (the  "Rights Agreement")  lowers  the  acquisition
threshold  percentages  set forth in such Rights  Agreement,  the
Triggering Percentage shall be automatically reduced to equal the
threshold  percentages set pursuant to authority granted  to  the
board  in  the Rights Agreement; and provided, further,  however,
that the following acquisitions 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, or (iv) any
acquisition  by  any corporation pursuant to a transaction  which
complies with clauses (x), (y), and (z) of subsection (c) of this
Section 2.5; 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 or
acquisition of assets of another corporation (a "Business
Combination"), in each case, unless, following such Business
Combination, (x) 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 Business Combination will
beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled 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 will own 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, (y) no Person (excluding
any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) will
beneficially own, 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 Business Combination, and (z) at least a
majority of the members of the board of directors of the
corporation resulting from such Business Combination will have
been 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

     (d)  Approval by the shareholders of the Company of (x) a
complete liquidation or dissolution of the Company or, (y) 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
50% 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 will be 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 proportion 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 will be
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 will have been 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.

     Section 2.6    "Code" means the Internal Revenue Code of 1986, as
amended. References in the Plan to any section of the Code  shall
be  deemed  to include any amendments or successor provisions  to
such section and any regulations under such section.

     Section 2.7    "Committee" shall have the meaning set forth in
Section 3.1.

     Section 2.8    "Common Stock" means the common stock, par value
$2.50 per share, of the Company, and after substitution, such
other stock as shall be substituted therefor as provided in
Article VIII.

     Section 2.9    "Company" means Fleming Companies, Inc., an
Oklahoma corporation.

     Section 2.10   "Compensation Committee" means the Compensation
and Organization Committee of the Board.

     Section 2.11   "Date of Grant" means the date on which the
granting of an Award to an Eligible Associate is authorized by
the Committee or such later date as may be specified by the
Committee in such authorization.

     Section 2.12   "Eligible Associate" means any key associate of
the Company, a Subsidiary, or an Affiliated Entity.

     Section 2.13   "Exchange Act" means the Securities Exchange Act
of 1934, as amended.

     Section 2.14   "Executive Officer Participants" means
Participants who are subject to the provisions of Section 16 of
the Exchange Act.

     Section 2.15   "Fair Market Value" means (A) during such time as
the Common Stock is listed upon the New York Stock Exchange or
other exchanges or the NASDAQ/ National Market System, the
average of the highest and lowest sales prices of the Common
Stock as reported by such stock exchange or exchanges or the
NASDAQ/National Market System on the day for which such value is
to be determined, or if no sale of the Common Stock shall have
been made on any such stock exchange or the NASDAQ/National
Market System that day, on the next preceding day on which there
was a sale of such Common Stock or (B) during any such time as
the Common Stock is not listed upon an established stock exchange
or the NASDAQ/National Market System, the mean between dealer
"bid" and  "ask" prices of the Common Stock in the over-the-
counter market on the day for which such value is to be
determined, as reported by the National Association of Securities
Dealers, Inc.

     Section 2.16   "Incentive Stock Option" means an Option within
the meaning of Section 422 of the Code.

     Section 2.17   "Non-Executive Officer Participants" means
Participants who are not subject to the provisions of Section 16
of the Exchange Act.

     Section 2.18   "Nonqualified Stock Option" means an Option which
is not an Incentive Stock Option.

     Section 2.19   "Option" means an Award granted under Article VI
of the Plan and includes both Nonqualified Stock Options and
Incentive Stock Options to purchase shares of Common Stock.

     Section 2.20   "Participant" means an Eligible Associate of the
Company, a Subsidiary, or an Affiliated Entity to whom an Award
has been granted by the Committee under the Plan.

     Section 2.21   "Plan" means Fleming Companies, Inc. 2000 Stock
Incentive Plan.

     Section 2.22   "Regular Award Committee" means a committee
comprised of the individual who is the Company's chairman and
chief executive officer.

     Section 2.23   "Restricted Stock Award" means an Award granted to
an Eligible Associate under Article VII of the Plan.

     Section 2.24   "Subsidiary" shall have the same meaning set forth
in Section 424 of the Code.

                          ARTICLE III.
                         ADMINISTRATION

     Section 3.1    Administration of the Plan; the Committee.  For
purposes  of administration, the Plan shall be deemed to  consist
of  two  separate stock incentive plans, a "Non-Executive Officer
Participant  Plan"  which  is limited  to  Non-Executive  Officer
Participants and an "Executive Officer Participant Plan" which is
limited   to   Executive   Officer   Participants.   Except   for
administration  and the category of Eligible Associates  eligible
to  receive  Awards,  the  terms  of  the  Non-Executive  Officer
Participant Plan and the Executive Officer Participant  Plan  are
identical.

     The  Non-Executive Officer Participant  Plan  shall  be
administered  by  both  the  Regular  Award  Committee  and   the
Compensation Committee. The Regular Award Committee may only  act
within guidelines established by the Compensation Committee.  The
Executive Officer Participant Plan shall be administered  by  the
Compensation Committee. With respect to the Non-Executive Officer
Participant  Plan  and  to  decisions relating  to  Non-Executive
Officer  Participants, including the grant of  Awards,  the  term
"Committee" shall mean both the Regular Award Committee  and  the
Compensation Committee; and with respect to the Executive Officer
Participant  Plan  and  to decisions relating  to  the  Executive
Officer Participants, including the granting of Awards, the  term
"Committee" shall mean only the Compensation Committee.

     Unless otherwise provided in the by-laws of the Company
or  the  resolutions  adopted from time  to  time  by  the  Board
establishing  the  Committee, the Board may  from  time  to  time
remove  members from, or add members to, the Committee. Vacancies
on  the  Committee, however caused, shall be filled by the Board.
The Committee shall hold meetings at such times and places as  it
may  determine. A majority of the members of the Committee  shall
constitute  a quorum, and the acts of a majority of  the  members
present  at  any  meeting at which a quorum is  present  or  acts
reduced to or approved in writing by a majority of the members of
the Committee shall be the valid acts of the Committee.

     Subject  to  the provisions of the Plan, the  Committee
shall have exclusive power to:

     (a)  Select the Eligible Associates to participate in the Plan.

     (b)  Determine the time or times when Awards will be made.

     (c)  Determine the form of an Award, whether an Option or a
Restricted Stock Award, the number of shares of Common Stock
subject to the Award, all the terms, conditions (including
performance requirements), restrictions and/or limitations, if
any, of an Award, including the time and conditions of exercise
or vesting, and the terms of any Award Agreement, which may
include the waiver or amendment of prior terms and conditions or
acceleration or early vesting or payment of an Award under
certain circumstances determined by the Committee.

     (d)  Determine whether Awards will be granted singly or in
combination.

     (e)  Accelerate the vesting, exercise or payment of an Award or
the performance period of an Award.

     (f)  Take any and all other action it deems necessary or
advisable for the proper operation or administration of the Plan.

     Section 3.2    Committee to Make Rules and Interpret Plan.  The
Committee  in  its  sole  discretion shall  have  the  authority,
subject  to the provisions of the Plan, to establish,  adopt,  or
revise   such  rules  and  regulations  and  to  make  all   such
determinations relating to the Plan as it may deem  necessary  or
advisable  for  the administration of the Plan.  The  Committee's
interpretation  of the Plan or any Awards and all  decisions  and
determinations by the Committee with respect to the Plan shall be
final, binding, and conclusive on all parties.

                           ARTICLE IV.
           GRANT OF AWARDS; SHARES SUBJECT TO THE PLAN

     Section 4.1    Committee to Grant Awards to Eligible Associates.
The Committee may, from time to time, grant Awards to one or more
Eligible Associates, provided, however, that:

     (a)  Subject to Article VIII, the aggregate number of shares of
Common Stock made subject to the Award of Options to any Eligible
Associate in any calendar year may not exceed 300,000.

     (b)  Subject to Article VIII, in no event shall more than 200,000
shares of Common Stock subject to the Plan be awarded to Eligible
Associates  as  Restricted Stock Awards  (the  "Restricted  Stock
Award Limit").

     (c)  Any shares of Common Stock related to Awards which terminate
by expiration, forfeiture, cancellation or otherwise without the
issuance of shares of Common Stock or are exchanged in the
Committee's discretion for Awards not involving Common Stock,
shall be available again for grant under the Plan and shall not
be counted against the Restricted Stock Award Limit so long as
the holder of any such Restricted Stock Award received no
benefits of Common Stock ownership (including, but not limited
to, dividends) from the shares of Common Stock related to such
Award.

     (d)  Common Stock delivered by the Company in payment of any
Award under the Plan may be authorized and unissued Common Stock
or Common Stock held in the treasury of the Company.

     (e)  The Committee shall, in its sole discretion, determine the
manner in which fractional shares arising under this Plan shall
be treated.

     (f)  The Compensation Committee shall from time to time establish
guidelines for the Regular Award Committee regarding the grant of
Awards to Eligible Associates.

     (g)  Separate certificates representing Common Stock to be
delivered to an Eligible Associate Participant upon the exercise
of any Option will be issued to such Participant.

     (h)  Awards granted which vest based upon the Participant's
continued employment shall be limited in such a way that (i) no
portion of the Award will vest until one year after the Date of
Grant, (ii) no more than one-third of the shares subject to the
Award is eligible to vest until one year after Date of Grant; and
(iii) no more than two-thirds of the shares subject to the Award
is eligible to vest until at least two years after Date of Grant
and (iv) the entire Award cannot vest until at least three years
after Date of Grant.

     (i)  Awards granted which vest based upon performance standards
shall require the holder to remain in the employment of the
Company, a Subsidiary, or an Affiliated Entity for at least one
year from Date of Grant.

     (j)  The Committee shall be prohibited from canceling, reissuing
or modifying Awards if such action will have the effect of
repricing the Participant's Award.

                           ARTICLE V.
                           ELIGIBILITY

     Subject  to  the provisions of the Plan, the  Committee
shall,  from  time  to time, select from the Eligible  Associates
those  to  whom  Awards shall be granted and shall determine  the
type  or  types of Awards to be made and shall establish  in  the
related  Award  Agreements  the terms,  conditions,  restrictions
and/or  limitations, if any, applicable to the Awards in addition
to  those set forth in the Plan and the administrative rules  and
regulations issued by the Committee.

                           ARTICLE VI.
                          STOCK OPTIONS

     Section 6.1    Grant of Options.  The Committee may, from time to
time,  subject to the provisions of the Plan and such other terms
and  conditions  as it may determine, grant Options  to  Eligible
Associates.  These  Options  may be Incentive  Stock  Options  or
Nonqualified Stock Options, or a combination of both. Each  grant
of an Option shall be evidenced by an Award Agreement executed by
the  Company  and the Eligible Associate, and shall contain  such
terms  and  conditions and be in such form as the  Committee  may
from time to time approve, subject to the requirements of Section
6.2.

     Section 6.2    Conditions of Options.  Each Option so granted
shall be subject to the following conditions:

     (a)  Exercise Price.  As limited by Section 6.2(e) below, each
Option  shall state the exercise price which shall be set by  the
Committee  at  the  Date of Grant; provided, however,  no  Option
shall be granted at an exercise price which is less than the Fair
Market Value of the Common Stock on the Date of Grant.

     (b)  Form of Payment.  The exercise price of an Option may be
paid  (i) in cash or by check, bank draft or money order  payable
to  the order of the Company; (ii) by delivering shares of Common
Stock having a Fair Market Value on the date of payment equal  to
the  amount  of the exercise price, but only to the  extent  such
exercise   of  an  Option  would  not  result  in  an  accounting
compensation charge with respect to the shares used  to  pay  the
exercise  price unless otherwise determined by the Committee;  or
(iii)  a  combination  of  the  foregoing.  In  addition  to  the
foregoing, any Option granted under the Plan may be exercised  by
a  broker-dealer  acting  on  behalf  of  an  Eligible  Associate
Participant  if  (A)  the broker-dealer  has  received  from  the
Participant  or the Company a notice evidencing the  exercise  of
such Option and instructions signed by the Participant requesting
the Company to deliver the shares of Common Stock subject to such
Option  to  the  broker-dealer on behalf of the  Participant  and
specifying  the  account  into  which  such  shares   should   be
deposited,  (B) adequate provision has been made with respect  to
the  payment of any withholding taxes due upon such exercise  or,
in the case of an Incentive Stock Option, upon the disposition of
such  shares  and (C) the broker-dealer and the Participant  have
otherwise complied with Section 220.3(e)(4) of Regulation  T,  12
CFR,  Part 220 and any successor rules and regulations applicable
to such exercise.

     (c)  Exercise of Options.  Options granted under the Plan shall
be exercisable, in whole or in such installments and at such
times, and shall expire at such time, as shall be provided by the
Committee in the Award Agreement. Exercise of an Option shall be
by written notice to the Secretary at least two business days in
advance of such exercise stating the election to exercise in the
form and manner determined by the Committee. Every share of
Common Stock acquired through the exercise of an Option shall be
deemed to be fully paid at the time of exercise and payment of
the exercise price.

     (d)  Other Terms and Conditions.  Among other conditions that may
be imposed by the Committee, if deemed appropriate, are those
relating to (i) the period or periods and the conditions of
exercisability of any Option; (ii) the minimum periods during
which Participants must be employed by the Company, its
Subsidiaries, or an Affiliated Entity, or must hold Options
before they may be exercised; (iii) the minimum periods during
which shares acquired upon exercise must be held before sale or
transfer shall be permitted; (iv) conditions under which such
Options or shares may be subject to forfeiture; (v) the frequency
of exercise or the minimum or maximum number of shares that may
be acquired at any one time; (vi) the achievement by the Company
of specified performance criteria; and (vii) non-compete and
protection of business matters.

     (e)  Special Restrictions Relating to Incentive Stock Options.
Options issued in the form of Incentive Stock Options shall only
be granted to Eligible Associates of the Company or a Subsidiary,
and not to Eligible Associates of an Affiliated Entity.
Furthermore, Incentive Stock Options shall, in addition to being
subject to all applicable terms, conditions, restrictions and/or
limitations established by the Committee, comply with the
requirements of Section 422 of the Code, including, without
limitation, the requirement that the exercise price of an
Incentive Stock Option not be less than 100% of the Fair Market
Value of the Common Stock on the Date of Grant, the requirement
that each Incentive Stock Option, unless sooner exercised,
terminated or cancelled, expire no later than 10 years from its
Date of Grant, and the requirement that the aggregate Fair Market
Value (determined on the Date of Grant) of the Common Stock with
respect to which Incentive Stock Options are exercisable for the
first time by a Participant during any calendar year (under this
Plan or any other plan of the Company or any Subsidiary) not
exceed $100,000.

     (f)  Application of Funds.  The proceeds received by the Company
from the sale of Common Stock pursuant to Options will be used
for general corporate purposes.

     (g)  Shareholder Rights.  No Participant shall have a right as a
shareholder with respect to any share of Common Stock subject to
an Option prior to purchase of such shares of Common Stock by
exercise of the Option.

                          ARTICLE VII.
                     RESTRICTED STOCK AWARDS

     Section 7.1    Grant of Restricted Stock Awards.  The Committee
may, from time to time, subject to the provisions of the Plan and
such  other  terms  and conditions as it may determine,  grant  a
Restricted  Stock  Award  to any Eligible  Associate.  Restricted
Stock  Awards shall be awarded in such number and at  such  times
during  the  term  of the Plan as the Committee shall  determine.
Each  Restricted Stock Award may be evidenced in such  manner  as
the Committee deems appropriate, including, without limitation, a
book-entry  registration or issuance of a  stock  certificate  or
certificates, and by an Award Agreement setting forth  the  terms
of such Restricted Stock Award.

     Section 7.2    Conditions of Restricted Stock Awards.  The grant
of a Restricted Stock Award shall be subject to the following:

     (a)  Restriction Period.  In addition to any vesting conditions
determined  by  the  Committee, including,  but  not  by  way  of
limitation,   the  achievement  by  the  Company   of   specified
performance  criteria,  vesting of each  Restricted  Stock  Award
shall  require  the  holder to remain in the  employment  of  the
Company,  a  Subsidiary, or an Affiliated Entity for a prescribed
period (a "Restriction Period").  Subject to Sections 4.1(h)  and
(i)  the  Committee  shall determine the  Restriction  Period  or
Periods  which shall apply to the shares of Common Stock  covered
by each Restricted Stock Award or portion thereof.  At the end of
the  Restriction Period, assuming the fulfillment  of  any  other
specified  vesting conditions, the restrictions  imposed  by  the
Committee shall lapse with respect to the shares of Common  Stock
covered  by  the Restricted Stock Award or portion  thereof.   In
addition  to  acceleration of vesting upon the  occurrence  of  a
Change of Control Event as provided in Section 9.6, the Committee
may, in its sole discretion, modify or accelerate the vesting  of
a  Restricted  Stock  Award  (i) in the  case  of  the  death  or
disability of the Participant, (ii) in the case the Participant's
employment is terminated by the Company without "cause"  as  such
term shall be defined by the Committee in the Award Agreement, or
(iii)  in the case the Participant terminates his employment  for
"good  reason" as such term shall be defined by the Committee  in
the  Award  Agreement.  In addition, with respect  to  Restricted
Stock Awards representing an aggregate of 20,000 shares under the
Plan (10% of the Restricted Stock Award Limit), the Committee may
in  its sole discretion modify or accelerate the vesting of  such
Restricted  Stock  Awards under such circumstances  as  it  deems
appropriate.

     (b)  Restrictions.  The holder of a Restricted Stock Award may
not  sell,  transfer, pledge, exchange, hypothecate, or otherwise
dispose  of  the  shares  of  Common  Stock  represented  by  the
Restricted Stock Award during the applicable Restriction  Period.
The Committee shall impose such other restrictions and conditions
on any shares of Common Stock covered by a Restricted Stock Award
as   it   may   deem  advisable  including,  without  limitation,
restrictions  under applicable Federal or state securities  laws,
and may legend the certificates representing Restricted Stock  to
give appropriate notice of such restrictions.

     (c)  Rights as Shareholders.  During any Restriction Period, the
Committee may, in its discretion, grant to the holder of a
Restricted Stock Award all or any of the rights of a shareholder
with respect to the shares, including, but not by way of
limitation, the right to vote such shares and to receive
dividends. If any dividends or other distributions are paid in
shares of Common Stock, all such shares shall be subject to the
same restrictions on transferability as the shares of Restricted
Stock with respect to which they were paid.

                          ARTICLE VIII.
                        STOCK ADJUSTMENTS

     In  the  event  that  the shares of  Common  Stock,  as
presently constituted, shall be changed into or exchanged  for  a
different  number or kind of shares of stock or other  securities
of  the  Company or of another corporation (whether by reason  of
merger, consolidation, recapitalization, reclassification,  stock
split,  combination of shares or otherwise), or if the number  of
such  shares  of  Common  Stock shall be  increased  through  the
payment  of  a  stock dividend, or a dividend on  the  shares  of
Common Stock or rights or warrants to purchase securities of  the
Company  shall  be  issued to holders of all  outstanding  Common
Stock, then there shall be substituted for or added to each share
available  under  and  subject  to  the  Plan,  and  each   share
theretofore appropriated under the Plan, the number and  kind  of
shares  of  stock or other securities into which each outstanding
share of Common Stock shall be so changed or for which each  such
share  shall  be exchanged or to which each such share  shall  be
entitled, as the case may be, on a fair and equivalent  basis  in
accordance with the applicable provisions of Section 424  of  the
Code;  provided,  however, with respect to Options,  in  no  such
event will such adjustment result in a modification of any Option
as  defined  in  Section 424(h) of the Code. In the  event  there
shall  be  any  other  change  in  the  number  or  kind  of  the
outstanding  shares  of  Common Stock,  or  any  stock  or  other
securities into which the Common Stock shall have been changed or
for  which  it  shall have been exchanged, then if the  Committee
shall,  in  its  sole  discretion,  determine  that  such  change
equitably  requires an adjustment in the shares  available  under
and  subject  to the Plan, or in any Award, theretofore  granted,
such   adjustments  shall  be  made  in  accordance   with   such
determination, except that no adjustment of the number of  shares
of  Common  Stock available under the Plan or to which any  Award
relates that would otherwise be required shall be made unless and
until  such adjustment either by itself or with other adjustments
not  previously made would require an increase or decrease of  at
least  1% in the number of shares of Common Stock available under
the  Plan or to which any Award relates immediately prior to  the
making  of  such  adjustment  (the  "Minimum  Adjustment").   Any
adjustment representing a change of less than such minimum amount
shall  be  carried  forward and made as soon as  such  adjustment
together with other adjustments required by this Article VIII and
not  previously  made  would  result  in  a  Minimum  Adjustment.
Notwithstanding  the foregoing, any adjustment required  by  this
Article  VIII  which  otherwise would not  result  in  a  Minimum
Adjustment  shall be made with respect to shares of Common  Stock
relating  to any Award immediately prior to exercise, payment  or
settlement of such Award.

     No  fractional shares of Common Stock or units of other
securities  shall be issued pursuant to any such adjustment,  and
any  fractions  resulting  from  any  such  adjustment  shall  be
eliminated in each case by rounding downward to the nearest whole
share.

                           ARTICLE IX.
                             GENERAL

     Section 9.1    Amendment or Termination of Plan.  The Board may
alter,  suspend or terminate the Plan at any time.  In  addition,
the  Board may, from time to time, amend the Plan in any  manner,
but  may  not  without shareholder approval adopt  any  amendment
which would (i) increase the aggregate number of shares of Common
Stock  available under the Plan (except by operation  of  Article
VIII),  (ii) materially modify the requirements as to eligibility
of  Eligible Associates for participation in the Plan,  or  (iii)
materially increase the benefits to Participants provided by  the
Plan.

     Section 9.2    Termination of Employment; Termination of Service.
If  an  Eligible  Associate's  employment  with  the  Company,  a
Subsidiary, or an Affiliated Entity terminates for a reason other
than  death, disability, retirement, or any approved reason,  all
unexercised, unearned, and/or unpaid Awards, including,  but  not
by way of limitation, Awards earned, but not yet paid, all unpaid
dividends  and  dividend equivalents, and all interest,  if  any,
accrued on the foregoing shall be cancelled or forfeited, as  the
case  may  be,  unless the Eligible Associate's  Award  Agreement
provides otherwise. The Committee shall (i) determine what events
constitute disability, retirement, or termination for an approved
reason for purposes of the Plan, and (ii) determine the treatment
of a Participant under the Plan in the event of his or her death,
disability,  retirement, or termination for an  approved  reason.
The  Committee  shall  also determine the  method,  if  any,  for
accelerating  the vesting or exercisability of  any  Options,  or
providing  for  the exercise of any unexercised  Options  in  the
event  of  an Eligible Associate's death, disability, retirement,
or  termination for an approved reason. In the event an  Eligible
Associate's  employment  is  terminated  due  to  retirement   in
accordance with the Company's regular retirement policies, unless
the  Eligible Associate's Award Agreement provides otherwise, the
Eligible  Associate shall have a period of three years  following
his date of retirement to exercise any Nonqualified Stock Options
which are otherwise exercisable on his date of retirement.

     Section 9.3    Limited Transferability - Options.  The Committee
may, in its discretion, authorize all or a portion of the
Nonqualified Stock Options to be granted under this Plan to be on
terms which permit transfer by the Participant to (i) the ex-
spouse of the Participant pursuant to the terms of a domestic
relations order, (ii) the spouse, children or grandchildren of
the Participant ("Immediate Family Members"), (iii) a trust or
trusts for the exclusive benefit of such immediate Family
Members, or (iv) a partnership in which such Immediate Family
Members are the only partners.  In addition (x) there may be no
consideration for any such transfer, (y) the Award Agreement
pursuant to which such Nonqualified Stock Options are granted
must be approved by the Committee, and must expressly provide for
transferability in a manner consistent with this paragraph, and
(z) subsequent transfers of transferred Nonqualified Stock
Options shall be prohibited except as set forth below in this
Section 9.3. Following transfer, any such Nonqualified Stock
Options shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer,
provided that for purposes of Section 9.2 hereof the term
"Participant" shall be deemed to refer to the transferee. The
events of termination of employment of Section 9.2 hereof shall
continue to be applied with respect to the original Participant,
following which the Nonqualified Stock Options shall be
exercisable by the transferee only to the extent, and for the
periods specified in Section 9.2 hereof. No transfer pursuant to
this Section 9.3 shall be effective to bind the Company unless
the Company shall have been furnished with written notice of such
transfer together with such other documents regarding the
transfer as the Committee shall request. In addition, subject to
the foregoing provisions of this Section 9.3, Awards shall be
transferable only by will or the laws of descent and
distribution; however, no such transfer of an Award by the
Participant shall be effective to bind the Company unless the
Company shall have been furnished with written notice of such
transfer and an authenticated copy of the will and/or such other
evidence as the Committee may deem necessary to establish the
validity of the transfer and the acceptance by the transferee of
the terms and conditions of such Award.

     Section 9.4    Withholding Taxes.  Unless otherwise paid by the
Participant, the Company shall be entitled to deduct from any
payment under the Plan, regardless of the form of such payment,
the amount of all applicable income and employment taxes required
by law to be withheld with respect to such payment or may require
the Participant to pay to it such tax prior to and as a condition
of the making of such payment. In accordance with any applicable
administrative guidelines it establishes, the Committee may allow
a Participant to pay the amount of taxes required by law to be
withheld from an Award by (i) directing the Company to withhold
from any payment of the Award a number of shares of Common Stock
having a Fair Market Value of the date of payment equal to the
amount of the required withholding taxes or (ii) delivering to
the Company previously owned shares of Common Stock having a Fair
Market Value on the date of payment equal to the amount of the
required withholding taxes; provided, the foregoing
notwithstanding, any payment made by the Participant pursuant to
either of the foregoing clauses (i) or (ii) shall not be
permitted if it would result in an accounting charge with respect
to such shares used to pay such taxes unless otherwise approved
by the Committee.

     Section 9.5    Dividends and Dividend Equivalents - Awards.  The
Committee may choose, at the time of the grant of any Award or
any time thereafter up to the time of payment of such Award, to
include as part of such Award an entitlement to receive dividends
or dividend equivalents subject to such terms, conditions,
restrictions, and/or limitations, if any, as the Committee may
establish. Dividends and dividend equivalents granted hereunder
shall be paid in such form and manner (i.e., lump sum or
installments), and at such time as the Committee shall determine.
All dividends or dividend equivalents which are not paid
currently may, at the Committee's discretion, accrue interest.

     Section 9.6    Change of Control.  Awards granted under the Plan
to any Eligible Associate may, in the discretion of the
Committee, provide that such Awards shall be immediately vested,
fully earned and exercisable upon the occurrence of a Change of
Control Event.

     Section 9.7    Amendments to Awards.  The Committee may at any
time unilaterally amend the terms of any Award Agreement, whether
or not presently exercisable or vested, to the extent it deems
appropriate; provided, however, that any such amendment which is
adverse to the Participant shall require the Participant's
consent.

     Section 9.8    Regulatory Approval and Listings.  The Company
shall use its best efforts to file with the Securities and
Exchange Commission as soon as practicable following approval by
the shareholders of the Company of the Plan as provided in
Section 1.2 of the Plan, and keep continuously effectively, a
Registration Statement on Form S-8 with respect to shares of
Common Stock subject to Awards hereunder. Notwithstanding
anything contained in this Plan to the contrary, the Company
shall have no obligation to issue shares of Common Stock under
this Plan prior to:

     (a)  the obtaining of any approval from, or satisfaction of any
waiting  period  or other condition imposed by, any  governmental
agency  which  the  Committee  shall,  in  its  sole  discretion,
determine to be necessary or advisable;

     (b)  the admission of such shares to listing on the stock
exchange on which the Common Stock may be listed; and

     (c)  the completion of any registration or other qualification
of such shares under any state or Federal law or ruling of any
governmental body which the Committee shall, in its sole
discretion, determine to be necessary or advisable.

     Section 9.9    Right to Continued Employment.  Participation in
the  Plan  shall  not give any Eligible Associate  any  right  to
remain  in  the  employ of the Company, any  Subsidiary,  or  any
Affiliated Entity. The Company or, in the case of employment with
a   Subsidiary  or  an  Affiliated  Entity,  the  Subsidiary   or
Affiliated  Entity reserves the right to terminate  any  Eligible
Associate  at any time. Further, the adoption of this Plan  shall
not  be  deemed  to  give  any Eligible Associate  or  any  other
individual  any right to be selected as a Participant  or  to  be
granted an Award.

     Section 9.10   Reliance on Reports.  Each member of the Committee
and  each member of the Board shall be fully justified in relying
or  acting  in good faith upon any report made by the independent
public  accountants of the Company and its Subsidiaries and  upon
any  other information furnished in connection with the  Plan  by
any  person or persons other than himself or herself. In no event
shall  any  person  who is or shall have been  a  member  of  the
Committee or of the Board be liable for any determination made or
other  action taken or any omission to act in reliance  upon  any
such report or information or for any action taken, including the
furnishing of information, or failure to act, if in good faith.

     Section 9.11   Construction.  Masculine pronouns and other words
of masculine gender shall refer to both men and women. The titles
and headings of the sections in the Plan are for the convenience
of reference only, and in the event of any conflict, the text of
the Plan, rather than such titles or headings, shall control.

     Section 9.12   Governing Law.  The Plan shall be governed by and
construed in accordance with the laws of the State of Oklahoma
except as superseded by applicable Federal law.