AMENDED AND RESTATED
             SUPPLEMENTAL RETIREMENT INCOME AGREEMENT


          THIS AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT INCOME
AGREEMENT by and between FLEMING COMPANIES, INC., an Oklahoma
corporation (the "Company") and WILLIAM J. DOWD, an individual (the
"Executive") dated this 18th day of August, 1998 (the "Agreement").

                           WITNESSETH:

          WHEREAS, the Executive has previously executed that
certain Offer For Compensation dated July 7, 1995 (the "Offer")
which provided the Executive a "supplemental retirement income"
(the "Prior Benefit") in addition to other benefits; and

          WHEREAS, subsequent to the Offer, the Company selected
the Executive to be a participant in that certain nonqualified
retirement plan entitled "Supplemental Retirement Income Plan of
Fleming Companies, Inc. and Its Subsidiaries" (the "Prior Plan");
and

          WHEREAS, the Company and the Executive never executed an
agreement to evidence the participation of the Executive in the
Prior Plan; and

          WHEREAS, the Executive and the Company cancelled that
portion of the Offer which provided for the Prior Benefit upon the
execution of that certain Supplemental Retirement Income Agreement
dated February 25, 1997 (the "Original Agreement") and

          WHEREAS, the Company provided a "supplemental retirement
income" pursuant to the terms of the Original Agreement; and

          WHEREAS, the Company and the Executive executed that
certain First Amendment to the Supplemental Retirement Income
Agreement on February 23, 1998 (the "First Amendment"); and

          WHEREAS, the Company and the Executive desire to further
amend the Original Agreement by execution of this Amended and
Restated Supplemental Retirement Income Agreement (the "Agreement")
which shall serve as an amendment, restatement and continuation of
the Original Agreement, as amended by the First Amendment and this
Agreement.

          NOW, THEREFORE, in consideration of the covenants,
provisions and other valuable consideration, the receipt of which
is hereby acknowledged by the Executive, the parties hereto agree
as follows:

          1.   Supplemental Retirement Income and Cancellation of
Prior Benefit.  

               (a)  Supplemental Retirement Income.  The Executive
shall be entitled to receive annual supplemental retirement income
(the "Supplemental Retirement Income") upon his termination from
the employ of the Company or any subsidiary (the "Subsidiary") of
which the Company owns 80% or more of the outstanding voting common
stock, provided, he remains continuously employed as of the
following applicable dates:

                                                 Vested
                         Attained Date      Annual Supplemental
               Year      of Employment       Retirement Income 

After year     1         7/24/1996                            -0-  
               2         7/24/1997                            -0-  
               3         7/24/1998                            -0-  
               4         7/24/1999                            -0-  
               5         7/24/2000                          $81,000
               6         7/24/2001                           92,570
               7         7/24/2002                          104,140
               8         7/24/2003                          115,710
               9         7/24/2004                          127,280
               10        7/24/2005                          138,850
               11        7/24/2006                          150,420
               12        7/24/2007                          162,000

Further, in the event that the Executive terminates employment
between any of the applicable required attained dates of employ-
ment, the Executive's Supplemental Retirement Income will be
interpolated by subtracting the most recent vested amount of
Supplemental Retirement Income from the next vested amount of
Supplemental Retirement Income, dividing such difference by 12 and
multiplying the quotient by the number of completed whole months of
employment between the last attained date of employment and the
date of termination of employment of the Executive.

For example, if the Executive terminates employment with the
Company or a Subsidiary on October 15th, 2000, then, the Execu-
tive's Supplemental Retirement Income would equal  $82,928.32
calculated as follows:

Supplemental Retirement Income at 7/24/2001:              $92,570

Supplemental Retirement Income at  7/24/2000 =            $81,000
                                                          -------
Difference                                                 11,570

Divided by 12 =                                           $964.17
Completed months of service from 7/24/2000-10/15/2000    x      2
Additional Supplemental Retirement Income               $1,928.34

Vested Supplemental Retirement Income at 7/24/2000      81,000.00
                                                        ---------
Total Supplemental Retirement Income                   $82,928.34
                                                       ==========

               (b)  Cancellation of Prior Benefit.  In
consideration of the Supplemental Retirement Income provided in
this Agreement, the Prior Benefit is hereby cancelled and rescinded
in all respects.  Except to the extent that the Offer has been
amended to delete the Prior Benefit, the Offer shall continue in
accordance with its terms.

          2.   Manner of Payment of Supplemental Retirement Income. 
The Supplemental Retirement Income will be paid to the Executive
and his designated beneficiary (the "Beneficiary"), if applicable,
in the manner elected below:  (Check and initial One Box Only)

                        Methods of Payment

Option    1.   [ ]  Life of Executive Only (Single Life Basis)
Option    2.   [ ]  50% Joint Annuitant Survivor Benefit
Option    3.   [ ]  75% Joint Annuitant Survivor Benefit
Option    4.   [X]  100% Joint Annuitant Survivor Benefit
Option    5.   [ ]  5 Year Period Certain
Option    6.   [ ]  10 Year Period Certain
Option    7.   [ ]  15 Year Period Certain

The actual amounts payable to the Executive will depend upon the
date that the Executive terminates employment.  The Supplemental
Retirement Income will be paid at least quarterly as determined by
the Compensation and Organization Committee (the "Committee") of
the Company.  If no election is made, the benefit will automat-
ically be paid on a "single life basis" under Option 1, above. 
Refer to Exhibit "A" for a complete description of the Methods of
Payment.

          Provided, notwithstanding that the Executive has elected
the optional form of benefit as provided in this Section 2, at any
time prior to the date the payment of the Executive's Supplemental
Retirement Income commences, the Executive (or his Beneficiary in
the case of death) may make a written request to the Committee that
his Supplemental Retirement Income be paid in any of the optional
forms of payment described above or in the form of a single lump
sum payment, and, if the Committee approves such request consid-
ering all relevant facts and circumstances, payment may be made in
one of such optional forms of payment or in a lump sum.  The deci-
sion to make payment in one of the optional forms of payment or in
a lump sum shall be made in the Committee's sole discretion and its
decision shall be final and conclusive.

          3.   Termination of Employment.

               (a)  Termination Prior to July 24, 2000.  In the
event that the Executive terminates employment for any reason prior
to July 24, 2000, then, except as provided in Section (b) below,
the Executive shall have no rights of any kind whatsoever in the
Supplemental Retirement Income (or any other benefit) otherwise
paid pursuant to this Agreement.

               (b)  Acceleration of Accrual of Supplemental
Retirement Income Upon Change of Control.  In the event that there
is a "change of control" ("Change of Control") as such term is
defined in Section 3(c) of this Agreement, and within three years
following such Change of Control, the Executive's employment is
terminated for any reason by either the Company or the Executive,
the Executive shall be entitled to his Supplemental Retirement
Income earned by such Executive as of his date of termination of
employment but in no event will the amount be less than the benefit
which the Executive would have been entitled to if the Executive
remained in the continuous employ of the Company until July 24,
2000 ($81,000 paid annually on a single life basis), with such
Supplemental Retirement Income to be paid beginning immediately
upon the termination of employment.  

               (c)  Change of Control.  For purposes of this
Agreement, a "Change of Control" shall mean:

                    (i)    The acquisition by any individual,
               entity or group (within the meaning of Section
               13(d)(3) or 14(d)(2) of the Securities Ex-
               change 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, how-
               ever, 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 Agree-
               ment, 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 acqui-
               sition by any corporation pursuant to a trans-
               action which complies with clauses (x), (y),
               and (z) of subsection (iii) of this Section
               3(c); or

                    (ii)   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; pro-
               vided, however, that any individual
               becoming a director subsequent to
               the date hereof whose election,
               appointment or nomination for elec-
               tion by the Company's shareholders,
               was approved by a vote of at least a
               majority of the directors then com-
               prising 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 indi-
               vidual whose initial assumption of
               office occurs as a result of an
               actual or threatened election con-
               test 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

                    (iii)  Approval by the share-
               holders of the Company of a reorga-
               nization, share exchange, merger or
               consolidation or acquisition of
               assets of another corporation (a
               "Business Combination"), in each
               case, unless, following such Busi-
               ness Combination, (x) all or sub-
               stantially all of the individuals
               and entities who were the beneficial
               owners, respectively, of the Out-
               standing Company Common Stock and
               Outstanding Company Voting Securi-
               ties immediately prior to such Busi-
               ness 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 (in-
               cluding, without limitation, a cor-
               poration 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 Combi-
               nation) will beneficially own, di-
               rectly or indirectly, 20% or more
               of, respectively, the then outstand-
               ing 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 corpora-
               tion except to the extent that such
               ownership existed prior to the Busi-
               ness Combination, and (z) at least a
               majority of the members of the board
               of directors of the corporation
               resulting from such Business Combi-
               nation 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, pro-
               viding for such Business Combina-
               tion; or

                    (iv)   Approval by the share-
               holders of the Company of (x) a
               complete liquidation or dissolution
               of the Company or, (y) the sale or
               other disposition of all or substan-
               tially all of the assets of the
               Company, other than to a corpora-
               tion, with respect to which follow-
               ing such sale or other disposition,
               (A) more than 50% of, respectively,
               the then outstanding shares of com-
               mon 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 direc-
               tors 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 Out-
               standing Company Common Stock and
               Outstanding Company Voting Securi-
               ties immediately prior to such sale
               or other disposition in substantial-
               ly the same proportion as their
               ownership, immediately prior to such
               sale or other disposition, of the
               Outstanding Company Common Stock and
               Outstanding Company Voting Securi-
               ties, 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 corpora-
               tion 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 relat-
               ed 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 Incum-
               bent Board at the time of the execu-
               tion of the initial agreement, or of
               the action of the Board, providing
               for such sale or other disposition
               of assets of the Company.

          4.   Restrictions on Alienation of Benefits.  No right or
benefit under this Agreement shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance, or charge, and
any attempt to anticipate, alienate, sell, assign, pledge,
encumber, or charge the same shall be void.  No right or benefit
hereunder shall in any manner be liable for or subject to the
debts, contracts, liabilities, or torts of the person entitled to
such benefit.  If the Executive or Beneficiary under this Agreement
should become bankrupt or attempt to anticipate, alienate, sell,
assign, pledge, encumber, or charge any right to a benefit under
this Agreement, then such right or benefit shall, in the discretion
of the Committee, be held or applied for the benefit of the
Executive or Beneficiary, his spouse, children, or other depen-
dents, or any of them, in such manner and in such portion as the
Committee, in its sole and absolute discretion, may deem proper.

          5.   No Trust.  No action under this Agreement by the
Company, its Board of Directors or the Committee shall be construed
as creating a trust, escrow or other secured or segregated fund in
favor of the Executive, his Beneficiary, or any other persons
otherwise entitled to his Supplemental Retirement Income.  The
status of the Executive and his Beneficiary with respect to any
liabilities assumed by the Company hereunder shall be solely those
of unsecured creditors of the Company and/or any Subsidiary.  Any
asset acquired or held by the Company or any Subsidiary in
connection with liabilities assumed by it hereunder, shall not be
deemed to be held under any trust, escrow or other secured or
segregated fund for the benefit of the Executive or his Benefici-
aries or to be security for the performance of the obligations of
the Company or any Subsidiary, but shall be, and remain a general,
unpledged, unrestricted asset of the Company or any Subsidiary at
all times subject to the claims of general creditors of the Company
or any Subsidiary.

          6.   Withholding and Other Employment Taxes.  The Company
shall comply with all federal and state laws and regulations
respecting the withholding, deposit and payment of any income or
other taxes relating to any payments made under this Agreement.

          7.   Claims Procedure.

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

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

               (c)  the specific references to the pertinent
          Agreement provisions upon which the denial is based;

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

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

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

          8.   Review Procedure.  The Executive or Beneficiary
whose claim has been denied in accordance with Section 7 herein may
appeal to the Committee for review of such denial by making a
written request therefor within 60 days of receipt of the notifica-
tion of such denial.  The Executive or Beneficiary may examine
documents pertinent to the review and may submit to the Committee
written issues and comments.  Within 60 days after receipt of the
request for review, the Committee shall communicate to the
claimant, in writing, its decision, and the communication shall set
forth the reason or reasons for the decision and specific reference
to those Agreement provisions upon which the decision is based.

          9.   Records and Reports.  The Committee shall exercise
such authority and responsibility as it deems appropriate in order
to comply with governmental regulations relating to records of the
Executive's accounts and benefits which may be paid under the
Agreement; and to notify the Executive and Beneficiaries as
required.

          10.  Other Committee Powers and Duties.  The Committee
shall have such duties and powers as may be necessary to discharge
its duties hereunder, including, but not by way of limitation, the
following:

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

               (b)  to prescribe procedures to be followed by the
          Executive or Beneficiary filing applications for bene-
          fits;

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

               (d)  to receive from the Company and from the Execu-
          tive and Beneficiaries such information as shall be
          necessary for the proper administration of the Agreement;

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

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

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

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

          11.  Rules and Decisions.  The Committee may adopt such
rules as it deems necessary, desirable, or appropriate.  When
making a determination or calculation, the Committee shall be
entitled to rely upon information furnished by a Executive or
Beneficiary, the Company or the legal counsel of the Company.

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

          13.  Assumption of Agreement.  The Company will require
any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree
to perform the Company's and any Subsidiary's obligations under
this Agreement in the same manner and to the same extent that the
Company or such Subsidiary would be required to perform if no such
succession had taken place.  Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any succes-
sion shall be a breach by the Company of its obligations under this
Agreement and shall entitle the Executive to payment from the
Company in the same amount and on the same terms as the Executive
would be entitled to hereunder if the Executive's employment was
terminated immediately following a Change of Control, except that
for purposes of implementing the foregoing, the date on which any
such succession becomes effective shall be deemed the date of
termination of employment.

          14.  Forfeiture of All Benefits.  In the event that (i)
the Executive is discharged from employment service with the
Company for acts of dishonesty, fraud, theft, embezzlement, (ii)
upon the conviction by a court of competent jurisdiction of a crime
that is deemed to be a felony under the laws of the State of
Oklahoma (or any other state) or laws of the United States, or
(iii) in the event the Executive commits any other act or acts
which are injurious and adversely impacts the Company in any manner
whatsoever, then, in such events, the Committee, in its sole
discretion, may determine that any benefit which would otherwise be
provided to the Executive under the Agreement or the Agreement
shall be forfeited in its entirety, and it shall thereafter be
deemed as if the Executive never was selected for participation in
the Agreement.

          15.  Minimum Benefit.  Notwithstanding any provision of
this Agreement to the contrary, in the event that the Company
selects and the Executive agrees to be a participant in the Prior
Plan or any successor thereto, then, the Supplemental Retirement
Income accrued under this Agreement shall be the minimum benefits
to be provided to the Executive under such Prior Plan.

          16.  Miscellaneous.

               16.1  Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State
of Oklahoma, without reference to principles of conflict of laws.

               16.2  Headings.  The captions of this Agreement are
not part of the provisions hereof and shall have no force and
effect.

               16.3  Taxes.  The Executive acknowledges that the
payments and benefits to which he is entitled to under this
Agreement will be includable in his taxable income.  Accordingly,
Executive agrees (i) to pay all required income, employment and
other taxes attributable to such payments and benefits and (ii)
that the Company may be required to withhold all applicable taxes
from such payments and benefits. 

               16.4  Amendment.  This Agreement may not be amended
or modified otherwise than by a written agreement executed by the
parties hereto or their respective heirs, successors, assigns or
the legal representatives, as the case may be.

               16.5  Notices.  All notices and other communications
hereunder shall be in writing and shall be given by hand delivery
to the other party or by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

               If to Executive:

               William J. Dowd
               18701 Woody Creek Drive
               Oklahoma City, Oklahoma  73003

               If to the Company:

               Fleming Companies, Inc.
               6301 Waterford Boulevard
               P.O. Box 26647
               Oklahoma City, Oklahoma 73126

               Attention: Craig A. Grant, Senior Vice President -
                          Organizational Strategies and Management
                          Development
                          
or such other address as either party shall have furnished to the
other in writing in accordance herewith.  Notices and communica-
tions shall be effective when actually received by the addressee.

               16.6  Severability.  The invalidity or enforce-
ability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agree-
ment.

               16.7  No Waiver.  The Company's or the Executive's
failure to insist upon strict compliance with any provision hereof
shall not be deemed to be a waiver of such provision or any other
provision hereof.

               16.8  Entire Agreement.  This Agreement contains the
entire understanding of the Company and Executive with respect to
the subject matter hereof.

               16.9   Binding Effect.  This Agreement shall inure
to the benefit of and be binding upon the Company, Executive, their
respective heirs, successors, assigns or legal representatives, as
the case may be.

          IN WITNESS WHEREOF, Executive has hereunto set his hand
and, pursuant to the authorization from its Board of Directors, the
Company has caused these presents to be executed in its name on its
behalf, all as of the day and year first above written.

          EXECUTED the date and year first above written.

                                FLEMING COMPANIES, INC., a corpo-
                                ration


                                By:                              
                                    Craig A. Grant
                                   Senior Vice President -
                                     Organizational Strategies and
                                      Management Development


                                          "COMPANY"


                                William J. Dowd

                                          "EXECUTIVE"
<PAGE>

                           EXHIBIT "A"

                Description of Methods of Payment



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

METHOD 2 - 50%
Joint Annuitant
Survivor Benefit:               A reduced amount of Supplemental
                                Retirement Income will be paid to
                                the Executive for his life, then,
                                at the Executive's death 50% of
                                such amount shall be paid to the
                                Executive's surviving Bene-
                                ficiary.  In the event that the
                                Executive's surviving Beneficiary
                                has predeceased him, or should
                                otherwise die after the Execu-
                                tive's death, then no further
                                payments will be paid under
                                Method 2 or this Agreement.

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

METHOD 4 - 100% 
Joint Annuitant
Survivor Benefit:               A reduced amount of Supplemental
                                Retirement Income will be paid to
                                the Executive for his life, then,
                                at the Executive's death 100% of
                                such amount shall be paid to the
                                Executive's surviving Bene-
                                ficiary.  In the event that the
                                Executive's surviving Beneficiary
                                has predeceased him, or should
                                otherwise die after the Execu-
                                tive's death, then no further
                                payments will be due under Method
                                4 or this Agreement.

METHOD 5 - 5 Year
Period Certain:                 A reduced amount of Supplemental
                                Retirement Income will be paid
                                for a period of 5 years certain. 
                                After the expiration of such 5
                                year period, payments shall then
                                continue for the Executive's life
                                in the same amount.  In the event
                                of the Executive's death during
                                the 5 year period certain, then,
                                the balance of such payments due
                                only during such 5 year period
                                will be paid to the Executive's
                                surviving Beneficiary.  After the
                                expiration of such 5 year period,
                                then all payments shall cease. 
                                In the event of the expiration of
                                such 5 year period, and the Executive 
                                dies, then, no further benefits will 
                                be paid under METHOD 5 or this Agreement.

METHOD 6 - 10 Year
Period Certain:                 A reduced amount of Supplemental
                                Retirement Income shall be paid
                                for a period of 10 years certain. 
                                After the expiration of such 10
                                year period, payments shall then
                                continue for the Executive's life
                                in the same amount.  In the event
                                of the Executive's death during
                                the 10 year period certain, then,
                                the balance of such payments due
                                only during such 10 year period
                                will be paid to the Executive's
                                surviving Beneficiary.  After the
                                expiration of such 10 year
                                period, then all payments shall
                                cease.  In the event of the
                                expiration of such 10 year
                                period, and the Executive dies,
                                then, no further benefits will be
                                paid under METHOD 6 or this Agreement.

METHOD 7 - 15 Year
Period Certain:                 A reduced amount of Supplemental
                                Retirement Income shall be paid
                                for a period of 15 years certain. 
                                After the expiration of such 15
                                year period, payments shall then
                                continue for the Executive's life
                                in the same amount.  In the event
                                of the Executive's death during
                                the 15 year period certain, then,
                                the balance of such payments due
                                only during such 15 year period
                                will be paid to the Executive's
                                surviving Beneficiary.  After the
                                expiration of such 15 year
                                period, then all payments shall
                                cease.  In the event of the
                                expiration of such 15 year
                                period, and the Executive dies,
                                then, no further benefits will be
                                paid under METHOD 7 or this Agreement.