AMENDED AND RESTATED AGREEMENT FOR
               EXECUTIVE DEFERRED COMPENSATION PLAN


          THIS AMENDED AND RESTATED AGREEMENT FOR FLEMING
COMPANIES, INC. EXECUTIVE DEFERRED COMPENSATION PLAN is made as of
the 18th day of August, 1998 by and between __________, an indi-
vidual (herein referred to as the "Participant") and FLEMING
COMPANIES, INC. (the "Company") with respect to the following:

          WHEREAS, the Company has adopted that certain non-qualified 
deferred compensation plan known as "Fleming Companies,
Inc. Executive Deferred Compensation Plan" (the "Plan") which is an
"excess plan" providing for benefits to the Participants in the
Plan in excess of the limitations on benefits under qualified plans
imposed by Sections 415 and/or 401(a)(17) of the Internal Revenue
Code of 1986, as amended; and

          WHEREAS, the Company and the Participant entered into
that certain Agreement For Fleming Companies, Inc. Executive
Deferred Compensation Plan (the "Original Agreement") to evidence
the Participant's participation in the Plan and his agreement to be
bound by the terms and provisions of the Plan and the Original
Agreement; and

          WHEREAS, the Company and the Executive desire to amend
the Original Agreement by execution of this Amended and Restated
Agreement for Fleming Companies, Inc. Executive Deferred Compensa-
tion Plan (the "Agreement") which shall serve as an amendment,
restatement and continuation of the Original Agreement, as amended
by this Agreement.

          NOW, THEREFORE, in consideration of mutual covenants
hereinafter contained, the parties hereto agree as follows.  All
capitalized words used in this Agreement shall have the same
meaning ascribed to such terms in the Plan unless specifically
denoted otherwise.

          1.   Purpose of Plan.  The purpose of the Plan and this
Agreement is to provide to the Participant, the opportunity to earn 
supplemental retirement income as provided in the Plan in order to
retain the Participant, as a key management Associate, with the
Company.  Payment of the Supplemental Normal Retirement Income
shall be made to the Participant in consideration of future
services rendered by the Participant and shall be paid to the
Participant or the Participant's Beneficiary as hereinafter
provided.  A copy of the Plan is attached hereto as Exhibit "A,"
and is incorporated by reference herein and made a part hereof for
all purposes and when taken with this Agreement, shall govern the
Participant's rights and those of the Company with respect to the
Participant's benefits under the Plan.

          2.   Calculation and Manner of Payment of Supplemental 
Normal Retirement Income.

               (a)  General.  The Participant is also a participant
in the Qualified Plan sponsored by the Company.  Further, the
Participant have also earned a benefit in the form of a Normal
Retirement Income pursuant to the terms of the Qualified Plan as of
the Effective Date or a date subsequent thereto.  The Participant's
Supplemental Normal Retirement Income will equal the difference
between the Participant's Qualified Plan Benefit and the benefit
which would otherwise be provided to the Participant under the
Qualified Plan without considering the limitations imposed by
Internal Revenue Service under Section 415 and/or 401(a)(17) of the
Code which limits the amount of compensation which may be consid-
ered for calculation of benefits under the Qualified Plan.  An
example of the calculation of the calculation of a  Supplemental
Normal Retirement Income under the Plan is described on Exhibit "B"
attached hereto.

               (b)  Manner of Payment of Supplemental Normal
Retirement Income.  As of the date of this Agreement, the Partici-
pant must elect the form under which his Supplemental Normal
Retirement Income will be paid in the future following the Partici-
pant's termination of employment under the terms of the Plan. 
Please check the form in which the Participant's Supplemental
Normal Retirement Income will be paid in the box provided below:
(Please Check and Initial One Box Only)
          
                    Optional Forms of Payment
                   
          1.   [ ]  Life of Participant Only
                   
          2.   [ ]  50% Joint Annuitant Survivor Benefit

          3.   [ ]  75% Joint Annuitant Survivor Benefit
                 
          4.   [ ]  100% Joint Annuitant Survivor Benefit
                 
          5.   [ ]  5 Year Period Certain
                 
          6.   [ ]  10 Year Period Certain
                 
          7.   [ ]  15 Year Period Certain

The actual amounts payable at retirement or death will depend upon
the Participant's age and/or the age of his Beneficiary and form of
payment elected by the Participant.  With the consent of the
Committee, and if requested by the Participant or his Beneficiary
in the case of the Participant's death, the Participant or his
Beneficiary may request that the Participant's Supplemental Normal
Retirement Income be paid in any of the optional forms described
above.  See Section 10.1 of the Plan.  Further, in the event that
a Participant has elected to receive his Supplemental Normal
Retirement Income for the "Life of Participant Only" (Option 1) and
such Participant dies, before payment of such benefit would other-
wise commence in accordance with the terms of the Plan, then, such
deceased Participant's Beneficiary shall be automatically paid a
"survivor benefit" in the form of a "50% Joint Annuitant Survivor
Benefit" (Option 2).  Refer to Exhibit "C" for a complete Descrip-
tion of Payment.

          3.   Commencement of Supplemental Retirement Income.
Subject to the provisions of Section 9.2 of the Plan with respect
to termination following a Change of Control, based upon the manner
of payment elected by the Participant for payment of the Partici-
pant's Supplemental Normal Retirement Income, payments shall
commence as of the Participant's Early Retirement Date, Normal
Retirement Date, Disability Retirement Date, Postponed Retirement
Date, or date of death, as the case may be, and will continue to be
paid in accordance with the form of payment elected by the Partici-
pant.

          4.   Amendment or Termination.  This Agreement may be
amended, altered or terminated by the Company from time to time
upon notice to the Participant as provided in paragraph 13 below;
provided, however, this Agreement may not be amended, modified, or
altered or terminated in any manner which adversely affects the
Participant's Supplemental Normal Retirement Income earned as of
the date of amendment or termination, as the case may be, without
the consent of the Participant.  Further, in such event of termina-
tion, the Participant's Supplemental Normal Retirement Income
earned as of such date will be paid pursuant to the Plan.

          5.   Expenses.  The expenses of administering this
Agreement shall be borne by the Company and shall not be charged
against the Participant's Supplemental Normal Retirement Income.

          6.   Applicable Law.  The provisions of this Agreement
shall be construed, administered and enforced according to the laws
of the State of Oklahoma.

          7.   No Assignability.  Neither the Participant, his
Beneficiary, nor any other person shall acquire any right to or
interest in any Supplemental Normal Retirement Income and accruals
thereon, otherwise than by actual payment in accordance with the
provisions of this Agreement, or have any power to transfer,
assign, anticipate, pledge, mortgage or otherwise encumber or
alienate any rights hereunder in advance of any of the payments to
be made pursuant to the Agreement or any portion thereof which is
expressly declared to be nonassignable and nontransferable.  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.

          8.   Agreement Does Not Guarantee Continued Employment of
Participant.  The execution of this Agreement by the Company and
the Participant, in no way whatsoever guarantees the continuation
of employment of the Participant with the Company.

          9.   Withholding.  The Company and the Participant shall
comply with all federal and state laws and regulations respecting
the withholding, deposit and payment of any income, employment or
other taxes relating to any payments or rights to payments under
this Agreement.

          10.  Designation of Beneficiary.

               (a)  The Participant, as the Participant, hereby
designate the following individual as his Beneficiary to receive
any Supplemental Death Benefit (including any benefit to be paid to
such Beneficiary as the surviving "joint annuitant" pursuant to
Section 2(b) hereof) payable to the Participant under this
Agreement or the Plan in the event of the Participant's death:

Name                     Address                    Relationship

___________    ___________________________          _____________
               ___________________________

               (b)  The Participant understand that during his
lifetime, the Participant may at any time change the Beneficiary
designated herein by delivering to the Committee a new designation
of a Beneficiary, executed by the Participant and the Committee. 
If the Participant desires to change a beneficiary designation,
please contact the Senior Vice President, Human Resources for a new
beneficiary designation form.

          11.  Relationship Between Agreement and Plan.  This
Agreement has been entered into by and between the Company and the
Participant in accordance with and pursuant to authority granted to
the Committee pursuant to the terms and provisions of the Plan. 
Except for the definition of the term "Change of Control" which
shall be governed by Section 17 of this Agreement and not by
Section 9.2 of the Plan, in the event that there develops a
conflict between this Agreement and the terms and provisions of the
Plan, the terms and provisions of the Plan, as interpreted by the
Committee in its sole discretion, shall control and be final and
conclusive.

          12.  Limitation on Payment of Benefits.  The payment of
the Supplemental Normal Retirement Income as provided in this
Agreement shall accrue and be payable to the Participant or his
Beneficiary, as the case may be, only at such times and upon the
occurrence of such conditions as heretofore described.  In no event
whatsoever shall the Participant or the Participant's Beneficiary
have any right, claim, or interest of any kind whatsoever in any
future payments of such Supplemental Normal Retirement Income and
such payments shall accrue and be payable only on a monthly basis
as provided hereinabove.  In no event may the Participant or the
Participant's Beneficiary be entitled to receive a lump sum payment
or other sum approximating the right to receive any future payments
of Supplemental Normal Retirement Income hereunder.

          13.  Notices.  All notices that are required or may be
given pursuant to this Agreement must be in writing and delivered
personally, by a recognized courier service, by a recognized
overnight delivery service, by facsimile or by registered or
certified mail, postage prepaid, to the parties at the following
addresses (or to the attention of such other person or such other
address as either party may provide to the other party by notice in
accordance with this paragraph 13:

if to the Company:

          Fleming Companies, Inc.    
          6301 Waterford Boulevard
          Oklahoma City  OK  73126             
          Attn:  Craig A. Grant
            Senior Vice President -  
                 Organizational Strategies
                 and Management Development
          Facsimile:  (405) 840-7226 

if to the Participant:

          ______________________________
          ______________________________
          ______________________________
          
          14.  Agreement Supersedes All Other Benefits and Release
of Claims.  Effective as of the date of the execution and delivery
of this Agreement, this Agreement shall supersede and replace any
and all other agreements entered into by and between the Company or
any Subsidiary and the Participant with respect to the providing of
supplemental retirement benefits on a nonqualified basis pursuant
to the Prior Plan which was terminated by the Company effective
November 1, 1997.  The Participant agrees that as of the date of
termination of the Prior Plan, the Participant was not entitled to
any benefit under the Prior Plan and any rights or interest in the
Prior Plan were subject to total forfeiture as of November 1, 1997. 
Further, recognizing that the Participant has been selected by the
Committee to participate in this Plan and the Fleming Companies,
Inc. Executive Past Service Benefit Plan, both of which may provide
substantial benefits to the Participant, the Participant hereby
releases the Company, its officers, directors, agents and assigns
from any and all obligations under the Prior Plan and agrees that
the Participant will not bring any action, claim or demand of any
kind whatsoever with respect to any benefits to which the Partici-
pant would have otherwise been entitled had the Participant
continued participating in the Prior Plan.

          15.  Benefit Subject to Claims of Creditors.  The
Participant and his Beneficiary shall not have any interest in any
particular assets of the Company, its parent, if applicable, or any
Subsidiary by reason of the right to receive a benefit under the
Plan or this Agreement, and the Participant and his Beneficiary or
any other person shall have only the rights of a general unsecured
creditor of the Company, its parent, if applicable, or a Subsidiary
with respect to any rights under the Plan or this Agreement.

          16.  Effective Date.  This Agreement shall be effective
from and after the day and year first above written.

          17.  Change of Control.  Notwithstanding the language of
Section 9.2 of the Plan, for purposes of this Agreement and this
Participant, the term "Change of Control" shall have the meaning
set forth in this Section 17 and not in Section 9.2 of the Plan. 
Except for the definition of the term Change of Control, all other
provisions of Section 9.2 of the Plan shall be applicable to this
Participant.  For purposes of this Agreement and this Participant,
the term 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,
          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 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
          17; 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; provided,
          however, that any individual becoming a direc-
          tor subsequent to the date hereof whose elec-
          tion, 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

               (iii)  Approval by the shareholders of
          the Company of a reorganization, share ex-
          change, merger or consolidation or acquisition
          of assets of another corporation (a "Business
          Combination"), in each case, unless, following
          such Business Combination, (x) all or substan-
          tially all of the individuals and entities who
          were the beneficial owners, respectively, of
          the Outstanding Company Common Stock and
          Outstanding Company Voting Securities immedi-
          ately prior to such Business Combination will
          beneficially own, directly or indirectly, more
          than 50% of, respectively, the then outstand-
          ing 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 transac-
          tion will own the Company through one or more
          subsidiaries) in substantially the same pro-
          portions as their ownership, immediately prior
          to such Business Combination of the Outstand-
          ing 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 Combi-
          nation, 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 Combi-
          nation; or

               (iv) 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 out-
          standing 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 Out-
          standing Company Common Stock and Outstanding
          Company Voting Securities immediately prior to
          such sale or other disposition in substantial-
          ly the same proportion as their ownership,
          immediately prior to such sale or other dispo-
          sition, 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 corporation entitled
          to vote generally in the election of directors
          will be beneficially owned, directly or indi-
          rectly, 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 Outstand-
          ing Company Voting Securities prior to the
          sale or disposition, and (C) at least a major-
          ity of the members of the board of directors
          of such corporation will have been members of
          the Incumbent 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 Compa-
          ny."

          DATED the day and year first above written.

                              FLEMING COMPANIES, INC., an Oklahoma
                              corporation


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


                               -----------------------------------------
                               ----------------------------- 
                                                           

                                                          "PARTICIPANT"
<PAGE>
                           EXHIBIT "B"

                                 
          EXAMPLE OF CALCULATION OF SUPPLEMENTAL NORMAL
         RETIREMENT INCOME ASSUMING RETIREMENT AT AGE 65

                                                         $225,000
Retirement Income (Annual)*
Using Qualified Plan
formula without
IRS limitations

Less:

Qualified Plan Benefit (Annual)                          $125,000
                                                         --------
Supplemental Norman Retirement
Income (Annual) payable at 65                            $100,000
                                                         ========

* This calculation is only an example of how a Supplemental
Retirement Income will be calculated, and does not represent the
benefit which the Participant would be entitled under the Plan.

<PAGE>
                           EXHIBIT "C"

             Description of Optional Forms of Payment



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

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

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

OPTION 4 - 100% 
Joint Annuitant
Survivor Benefit:             A reduced amount of Supplemental
                              Normal Retirement Income will be
                              paid to the Participant for the
                              Participant's life, then, at the
                              Participant's death 100% of such
                              amount shall be paid to the Parti-
                              cipant's surviving Beneficiary.  In
                              the event that the Participant's
                              surviving Beneficiary has predeceased 
                              the Participant, or should           
                              otherwise die after the Participant's
                              death, then no further pay-
                              ments will be due under OPTION 4 or
                              this Agreement.

OPTION 5 - 5 Year
Period Certain:               A reduced amount of Supplemental
                              Normal Retirement Income will be
                              paid for a period of 5 years cer-
                              tain.  After the expiration of such
                              5 year period, payments shall then
                              continue for the Participant's life
                              in the same amount.  In the event of
                              the Participant's death during the 5
                              year period certain, then, the bal-
                              ance of such payments due only dur-
                              ing such 5 year period will be paid
                              to the Participant's surviving Bene-
                              ficiary.  After the expiration of
                              such 5 year period, then all pay-
                              ments shall cease.  In the event of
                              the expiration of such 5 year
                              period, and the Participant dies,
                              then, no further benefits will be
                              paid under OPTION 5 or this Agree-
                              ment.

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

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