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                                                                   EXHIBIT 10.81



                                     FORM OF
                      RESTRICTED STOCK AWARD AGREEMENT FOR
                           THE FLEMING COMPANIES, INC.
                            1996 STOCK INCENTIVE PLAN


                  THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement")
entered into as of the ____ day of _____, _____, by and between Fleming
Companies, Inc., (hereinafter referred to as the "Company"), and ____________
(hereinafter referred to as the "Participant");

                                   WITNESSETH:

                  WHEREAS, the Company has previously adopted the Fleming
Companies, Inc. 1996 Stock Incentive Plan (the "Plan");

                  WHEREAS, in connection with his employment with the Company,
the Company has awarded the Participant ______ shares of common stock under the
Plan subject to the terms and conditions of this Agreement; and

                  NOW, THEREFORE, in consideration of the premises and the
mutual promises and covenants herein contained, the Participant and the Company
agree as follows (all capitalized terms used herein, unless otherwise defined,
have the meaning ascribed to such terms as set forth in the Plan):

                  1. The Plan. The Plan, a copy of which is attached hereto as
Exhibit A, is hereby incorporated by reference herein and made a part hereof for
all purposes, and when taken with this Agreement shall govern the rights of the
Participant and the Company with respect to the Award (as defined below).

                  2. Grant of Award. The Company hereby grants to the
Participant an award (the "Award") of _______ shares of Company common stock,
par value $2.50 per share (the "Stock"), on the terms and conditions set forth
herein and in the Plan.

                  3. Terms of Award.

                           (a) Escrow of Shares. A certificate representing the
shares of Stock subject to the Award (the "Restricted Stock") shall be issued in
the name of the Participant and shall be escrowed with the Secretary of the
Company (the "Escrow Agent") subject to removal of the restrictions placed
thereon or forfeiture pursuant to the terms of this Agreement.

                           (b) Vesting. One-third of the shares of Restricted
Stock will vest based on the Participant's continuous employment with the
Company, a Subsidiary or an Affiliated Entity through _________, one-third of
the shares of Restricted Stock will vest based on the Participant's continuous
employment with the Company, a Subsidiary or an Affiliated Entity through
_________, and the remaining one-third of the shares of Restricted Stock will
vest based on the Participant's continuous employment with the Company, a
Subsidiary or an Affiliated Entity through __________. In the event the
Participant's employment with the



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Company, a Subsidiary or an Affiliated Entity is terminated by reason of (i)
death, (ii) disability, (iii) without "Cause" (as such term is defined in
Section 3(f)(i) of this Agreement), or (iv) by the Participant for "Good Reason"
(as such term is defined in Section 3(f)(ii) of this Agreement), then all
remaining shares of Restricted Stock (including any "Accrued Dividends," as such
term is hereafter defined) which have not yet been vested shall immediately
vest. Once vested pursuant to the terms of this Agreement, the Restricted Stock
shall be deemed "Vested Stock." For purposes of this Section 3(b), "Cause" and
"Good Reason" shall be defined as provided in Section 3(f)(i) and 3(f)(ii)
respectively unless Participant has an employment agreement with the Company, a
Subsidiary or an Affiliated Entity that defines "Cause" or "Good Reason"
differently, in which case, the definition contained in the employment agreement
shall supercede the definitions of "Cause" or "Good Reason" contained in this
Agreement.

                           (c) Voting Rights and Dividends. The Participant
shall not have the voting rights attributable to the shares of Restricted Stock
issued to him. Any dividends declared and paid by the Company with respect to
shares of Restricted Stock ("Accrued Dividends") shall not be paid to the
Participant until such Restricted Stock becomes Vested Stock. Such Accrued
Dividends shall be held by the Company as a general obligation and paid to the
Participant at the time the underlying Restricted Stock becomes Vested Stock.

                           (d) Vested Stock - Removal of Restrictions. Upon
Restricted Stock becoming Vested Stock, all restrictions shall be removed from
the certificates representing such Stock and the Secretary of the Company shall
deliver to the Participant certificates representing such Vested Stock free and
clear of all restrictions, except for any applicable securities laws
restrictions, together with a check in the amount of all Accrued Dividends
attributed to such Vested Stock without interest thereon.

                           (e) Forfeiture. Restricted Stock that does not become
Vested Stock pursuant to the terms of this Agreement shall be absolutely
forfeited and the Participant shall have no future interest therein of any kind
whatsoever. In the event the Participant's employment with the Company, a
Subsidiary or an Affiliated Entity terminates prior to all shares of Restricted
Stock becoming Vested Stock for any reason other than (i) death, (ii)
disability, (iii) without Cause, or (iv) by the Participant for Good Reason,
then all remaining shares of Restricted Stock which have not yet been vested
(including any Accrued Dividends) shall be absolutely forfeited and the
Participant shall have no further interest therein of any kind whatsoever.

                           (f) Certain Definitions.

                                    (i) Cause. For purposes of this Agreement,
termination of the employment by the Company for Cause shall mean termination
for one of the following reasons: (A) the conviction of the Participant of a
felony by a federal or state court of competent jurisdiction; (B) an act or acts
of dishonesty taken by the Participant and intended to result in substantial
personal enrichment of the Participant at the expense of the Company; or (C) the
Participant's "willful" failure to follow a direct, reasonable and lawful
written order from his supervisor, within the reasonable scope of the
Participant's duties, which failure is not cured within 30 days. Further, for
purposes of this Section 3(f)(i):



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

                                    (2) The Participant shall not be deemed to
have been terminated for Cause unless and until there shall have been delivered
to the Participant a copy of a resolution duly adopted by the affirmative vote
of not less than three-fourths (3/4ths) of the entire membership of the Board at
a meeting of the Board called and held for such purpose (after reasonable notice
to the Participant and an opportunity for the Participant, together with the
Participant's counsel, to be heard before the Board), finding that in the good
faith opinion of the Board the Participant was guilty of conduct set forth in
clauses (A), (B) or (C) above and specifying the particulars thereof in detail.

                           (ii) Good Reason. For purposes of this Agreement,
"Good Reason" means:

                                    (A) the assignment to the Participant of any
duties inconsistent in any respect with the Participant's position (including
status, offices, titles and reporting requirements), authority, duties or
responsibilities or any other action by the Company which results in a
diminishment in such position, compensation, authority, duties or
responsibilities, other than an insubstantial and inadvertent action which is
remedied by the Company promptly after receipt of written notice thereof given
by the Participant, or

                                    (B) the Company's requiring the Participant
to be based at any office or location more than 25 miles from where the
Participant was employed immediately prior to a Change of Control, except for
periodic travel reasonably required in the performance of the Participant's
responsibilities.

                  4. Change of Control. Upon the occurrence of a Change of
Control Event on or prior to _________, all Restricted Stock shall become Vested
Stock and the Company shall deliver to the Participant certificates representing
the Vested Stock free and clear of all restrictions, except for any applicable
securities law restrictions, together with any Accrued Dividends attributable to
such Vested Stock without interest thereon.

                  5. Legends. The shares of Stock which are the subject of the
Award shall be subject to the following legend:

                  "THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT
TO AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN RESTRICTED STOCK
AWARD AGREEMENT FOR THE FLEMING COMPANIES, INC. 1996 STOCK INCENTIVE PLAN DATED
THE 30th DAY OF APRIL, 2001. ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK
EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND
VOID AND WITHOUT EFFECT. A COPY OF THE AGREEMENT MAY BE OBTAINED FROM THE
SECRETARY OF FLEMING COMPANIES, INC."



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                  6. Stock Power. The Participant hereby agrees to execute and
deliver to the Secretary of the Company a stock power (endorsed in blank) in the
form of Exhibit B hereto covering his Award and authorizes the Secretary to
deliver to the Company any and all shares of Restricted Stock that are forfeited
under the provisions of this Agreement. The Participant further authorizes the
Company to hold as a general obligation of the Company any Accrued Dividends and
to pay such dividends to the Participant at the time the underlying Restricted
Stock becomes Vested Stock.

                  7. Nontransferability of Award. The Participant shall not have
the right to sell, assign, transfer, convey, dispose, pledge, hypothecate,
burden, encumber or charge any shares of Restricted Stock or any interest
therein in any manner whatsoever.

                  8. Notices. All notices or other communications relating to
the Plan and this Agreement as it relates to the Participant shall be in
writing, shall be deemed to have been made if personally delivered in return for
a receipt, or if mailed, by regular U.S. mail, postage prepaid, by the Company
to the Participant at his last known address evidenced on the payroll records of
the Company.

                  9. Binding Effect and Governing Law. This Agreement shall be
(i) binding upon and inure to the benefit of the parties hereto and their
respective heirs, successors and assigns except as may be limited by the Plan
and (ii) governed and construed under the laws of the State of Texas.

                  10. Withholding. The Company and the Participant shall comply
with all federal and state laws and regulations with respect to the withholding,
deposit and payment of any income, employment or other taxes relating to the
Award (including Accrued Dividends).

                  11. Award Subject to Claims or Creditors. The Participant
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 earn an Award
(including Accrued Dividends) under the Plan and this Agreement; and the
Participant 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.

                  12. Captions. The captions of specific provisions of this
Agreement are for convenience and reference only, and in no way define,
describe, extend or limit the scope of this Agreement or the intent of any
provision hereof.

                  13. Counterparts. This Agreement may be executed in any number
of identical counterparts, each of which shall be deemed an original for all
purposes, but all of which taken together shall form but one agreement.

                  14. PROTECTION OF COMPANY'S BUSINESS AS CONSIDERATION. AS
SPECIFIC CONSIDERATION TO THE COMPANY FOR THIS AWARD, THE PARTICIPANT AGREES:

                           (a) LIMITATIONS ON COMPETITION. SUBJECT TO SUBSECTION
(g), THE PARTICIPANT WILL NOT, WITHOUT THE COMPANY'S WRITTEN CONSENT, DIRECTLY
OR INDIRECTLY, BE A SHAREHOLDER, PRINCIPAL, AGENT, PARTNER, OFFICER, DIRECTOR,
EMPLOYEE OR CONSULTANT OF



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SUPERVALU, INC., NASH FINCH COMPANY OR ANY OTHER DIRECT COMPETITOR OF THE
COMPANY, EXCLUDING NATIONAL RETAIL CHAINS, OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES, AFFILIATES OR SUCCESSORS (COLLECTIVELY, THE "COMPETITORS").

                           (b) CONFIDENTIAL INFORMATION; NO DISPARAGING
STATEMENTS. THE PARTICIPANT ACKNOWLEDGES THAT DURING THE COURSE OF PARTICIPANT'S
EMPLOYMENT WITH THE COMPANY, A SUBSIDIARY OR AFFILIATED ENTITY, HE WILL HAVE
ACCESS TO AND GAIN KNOWLEDGE OF HIGHLY CONFIDENTIAL AND PROPRIETARY INFORMATION
AND TRADE SECRETS. THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE MISUSE,
MISAPPROPRIATION OR DISCLOSURE OF THIS INFORMATION COULD CAUSE IRREPARABLE HARM
TO THE COMPANY, A SUBSIDIARY AND/OR AFFILIATED ENTITY, BOTH DURING AND AFTER THE
TERM OF THE PARTICIPANT'S EMPLOYMENT. THEREFORE, THE PARTICIPANT AGREES THAT
DURING HIS EMPLOYMENT AND AT ALL TIMES THEREAFTER HE WILL HOLD IN A FIDUCIARY
CAPACITY FOR THE BENEFIT OF THE COMPANY, A SUBSIDIARY AND/OR AFFILIATED ENTITY
AND WILL NOT DIVULGE OR DISCLOSE, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON,
FIRM OR BUSINESS, ALL CONFIDENTIAL OR PROPRIETARY INFORMATION, KNOWLEDGE AND
DATA (INCLUDING, BUT NOT LIMITED TO, PROCESSES, PROGRAMS, TRADE "KNOW HOW,"
IDEAS, DETAILS OF CONTRACTS, MARKETING PLANS, STRATEGIES, BUSINESS DEVELOPMENT
TECHNIQUES, BUSINESS ACQUISITION PLANS, PERSONNEL PLANS, PRICING PRACTICES AND
BUSINESS METHODS AND PRACTICES) RELATING IN ANY WAY TO THE BUSINESS OF THE
COMPANY, ITS SUBSIDIARIES OR AFFILIATED ENTITIES, CUSTOMERS, SUPPLIERS, JOINT
VENTURES, LICENSORS, LICENSEES, DISTRIBUTORS AND OTHER PERSONS AND ENTITIES WITH
WHOM THE COMPANY, ITS SUBSIDIARIES OR AFFILIATED ENTITIES DO BUSINESS
("CONFIDENTIAL DATA"), EXCEPT UPON THE COMPANY'S WRITTEN CONSENT OR AS REQUIRED
BY HIS DUTIES WITH THE COMPANY, ITS SUBSIDIARIES OR AFFILIATED ENTITIES, FOR SO
LONG AS SUCH CONFIDENTIAL DATA REMAINS CONFIDENTIAL AND ALL SUCH CONFIDENTIAL
DATA, TOGETHER WITH ALL COPIES THEREOF AND NOTES AND OTHER REFERENCES THERETO,
SHALL REMAIN THE SOLE PROPERTY OF THE COMPANY, A SUBSIDIARY OR AFFILIATED
ENTITY. THE PARTICIPANT AGREES, DURING HIS EMPLOYMENT WITH THE COMPANY, ITS
SUBSIDIARIES OR AFFILIATED ENTITIES AND AT ALL TIMES THEREAFTER, NOT TO MAKE
DISPARAGING STATEMENTS ABOUT THE COMPANY, ITS SUBSIDIARIES OR AFFILIATED
ENTITIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, PRODUCTS OR
SERVICES WHICH HE KNOWS, OR HAS REASON TO KNOW, ARE FALSE OR MISLEADING.

                           (c) NO SOLICITATION OF EMPLOYEES OR BUSINESS. THE
PARTICIPANT AGREES THAT HE WILL NOT, EITHER DIRECTLY OR IN CONCERT WITH OTHERS,
RECRUIT, SOLICIT OR INDUCE, OR ATTEMPT TO INDUCE, ANY EMPLOYEE OF THE COMPANY,
ITS SUBSIDIARIES OR AFFILIATED ENTITIES TO TERMINATE EMPLOYMENT WITH THE
COMPANY, ITS SUBSIDIARIES OR AFFILIATED ENTITIES AND/OR BECOME ASSOCIATED WITH
ANOTHER EMPLOYER. THE PARTICIPANT FURTHER AGREES THAT HE WILL NOT, EITHER
DIRECTLY OR IN CONCERT WITH OTHERS, SOLICIT, DIVERT OR TAKE AWAY OR ATTEMPT TO
DIVERT OR TAKE AWAY, THE BUSINESS OF ANY OF THE CUSTOMERS OR ACCOUNTS OF THE
COMPANY, ITS SUBSIDIARIES OR AFFILIATED ENTITIES WHICH THE COMPANY, A SUBSIDIARY
OR AFFILIATED ENTITY HAD OR WAS ACTIVELY SOLICITING BEFORE AND/OR ON HIS DATE OF
TERMINATION/SEPARATION.

                           (d) TERM OF THE PARTICIPANT'S PROMISES UNDER THIS
SECTION. THE PARTICIPANT AGREES THAT EXCEPT AS OTHERWISE PROVIDED IN SUBSECTION
(b), HIS PROMISES CONTAINED IN THIS SECTION 14 SHALL CONTINUE IN EFFECT DURING
HIS EMPLOYMENT WITH THE COMPANY, ITS SUBSIDIARIES OR AFFILIATED ENTITIES AND
UNTIL THE FIRST ANNIVERSARY OF HIS TERMINATION/SEPARATION.



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                           (e) CONSEQUENCES OF BREACH OF LIMITATIONS. SUBJECT TO
SUBSECTION (g), IF AT ANY TIME WITHIN (i) THE TERM OF THIS AGREEMENT OR (II)
WITHIN ONE (1) YEAR FOLLOWING THE PARTICIPANT'S DATE OF TERMINATION/SEPARATION,
OR (III) WITHIN ONE (1) YEAR AFTER VESTING ANY PORTION OF THE RESTRICTED STOCK,
WHICHEVER IS LATEST, THE PARTICIPANT, WITHOUT THE COMPANY'S WRITTEN CONSENT,
DIRECTLY OR INDIRECTLY, IS A SHAREHOLDER, PRINCIPAL, AGENT, PARTNER, OFFICER,
DIRECTOR, EMPLOYEE OR CONSULTANT OF ANY OF THE COMPETITORS, THEN (x) WITH
RESPECT TO ANY SHARES OF RESTRICTED STOCK, EFFECTIVE THE DATE THE PARTICIPANT
ENTERS INTO SUCH ACTIVITY, ALL SUCH RESTRICTED STOCK (INCLUDING ANY ACCRUED
DIVIDENDS) SHALL BE ABSOLUTELY FORFEITED AND THE PARTICIPANT SHALL HAVE NO
FURTHER INTEREST THEREIN OF ANY KIND WHATSOEVER (UNLESS FORFEITED SOONER BY
OPERATION OF ANOTHER TERM OR CONDITION OF THIS AGREEMENT OR THE PLAN), AND (y)
WITH RESPECT TO ANY SHARES OF VESTED STOCK, THE PARTICIPANT SHALL BE REQUIRED TO
RETURN TO THE COMPANY ALL OF THE ACTUAL SHARES OF VESTED STOCK, OR OTHER
EQUIVALENT SHARES OF COMPANY COMMON STOCK, WITHIN THIRTY (30) DAYS AFTER THE
DATE OF WRITTEN NOTICE FROM THE COMPANY THAT PURSUANT TO THE PROVISIONS OF THIS
SUBSECTION DELIVERY OF SUCH SHARES IS DUE AND THE PARTICIPANT SHALL FORFEIT ALL
RIGHTS TO SUCH SHARES OF VESTED STOCK. THIS SHALL BE IN ADDITION TO ANY
INJUNCTIVE OR OTHER RELIEF TO WHICH THE COMPANY, ITS SUBSIDIARIES OR AFFILIATED
ENTITIES MAY BE ENTITLED UNDER SUBSECTION (f).

                           (f) CONSEQUENCES OF OTHER BREACHES OF THIS SECTION.
THE PARTICIPANT ACKNOWLEDGES THAT DAMAGES WHICH MAY ARISE FROM ANY BREACH OF ANY
OF HIS PROMISES CONTAINED IN THIS SECTION 14 MAY BE IMPOSSIBLE TO ASCERTAIN OR
PROVE WITH CERTAINTY. THE PARTICIPANT AGREES IF PARTICIPANT BREACHES ANY OF HIS
PROMISES CONTAINED IN THIS SECTION 14, IN ADDITION TO THE REMEDIES PROVIDED
UNDER SUBSECTION (e), IF APPLICABLE, AND ANY OTHER LEGAL REMEDIES WHICH MAY BE
AVAILABLE, THE COMPANY, A SUBSIDIARY OR AFFILIATED ENTITY (AS APPLICABLE) SHALL
BE ENTITLED TO IMMEDIATE INJUNCTIVE RELIEF FROM A COURT OF COMPETENT
JURISDICTION, PENDING ARBITRATION UNDER SECTION 15 OR OTHERWISE, TO END SUCH
BREACH, WITHOUT FURTHER PROOF OF DAMAGE.

                           (G) PERMITTED OWNERSHIP. NOTHING IN THIS SECTION 14
SHALL PROHIBIT THE PARTICIPANT FROM OWNING LESS THAN ONE PERCENT (1%) OF ANY
COMPANY THAT IS PUBLICLY TRADED ON ANY NATIONAL SECURITIES EXCHANGE.

                           (h) SEVERABILITY AND REASONABLENESS. IF, AT ANY TIME,
THE PROVISIONS OF THIS SECTION 14 SHALL BE DETERMINED TO BE INVALID OR
UNENFORCEABLE, BY REASON OF BEING VAGUE OR UNREASONABLE AS TO GEOGRAPHIC AREA,
DURATION OR SCOPE OF ACTIVITY OR DUE TO ANY OTHER RESTRICTION OR LIMITATION,
THIS SECTION 14 SHALL BE CONSIDERED DIVISIBLE AND SHALL BECOME AND BE
IMMEDIATELY AMENDED TO ONLY SUCH GEOGRAPHIC AREA, DURATION AND SCOPE OF ACTIVITY
AND/OR RESTRICTIONS OR LIMITATIONS AS SHALL BE DETERMINED TO BE REASONABLE AND
ENFORCEABLE BY AN ARBITRATOR OR A COURT HAVING JURISDICTION OVER THE MATTER; AND
THE PARTICIPANT AGREES THAT THIS SECTION 14 AS SO AMENDED SHALL BE VALID AND
BINDING AS THOUGH ANY INVALID OR UNENFORCEABLE PORTION HAD NOT BEEN INCLUDED
HEREIN. THE PARTIES AGREE THAT THE GEOGRAPHIC AREA, DURATION AND SCOPE OF THE
LIMITATIONS AND THE RESTRICTIONS DESCRIBED IN SUBSECTIONS (a) THROUGH (e) ARE
REASONABLE.

                  15. Arbitration of Disputes. Any disputes, claims or
controversies between the Participant and the Company, its Subsidiaries or
Affiliated Entities which may arise out of or relate to this Agreement shall be
settled by arbitration. This agreement to arbitrate shall survive the



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termination of this Agreement. Any arbitration shall be in accordance with the
Rules of the American Arbitration Association and shall be undertaken pursuant
to the Federal Arbitration Act. Arbitration will be held in Dallas, Texas unless
the parties mutually agree on another location. The decision of the
arbitrator(s) will be enforceable in any court of competent jurisdiction. The
arbitrator(s) may, but will not be required to, award such damages or other
monetary relief as either party might be entitled to receive from a court of
competent jurisdiction. Nothing in this agreement to arbitrate shall preclude
the Company from obtaining injunctive relief from a court of competent
jurisdiction prohibiting any on-going breaches of the Agreement by the
Participant pending arbitration. The arbitrator(s) may also award costs and
attorneys' fees in connection with the arbitration to the prevailing party;
however, in the arbitrator's(s') discretion, each party may be ordered to bear
its/his own costs and attorneys' fees.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.

"COMPANY"                          FLEMING COMPANIES, INC., an Oklahoma
                                   corporation


                                   By
                                      ------------------------------------------
                                      Scott M. Northcutt
                                      Executive Vice President - Human Resources


"PARTICIPANT"
                                      ------------------------------------------
                                      [Name of Participant]




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                                    Exhibit A


                         [Copy of Stock Incentive Plan]



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Exhibit B

                      ASSIGNMENT SEPARATE FROM CERTIFICATE


FOR VALUE RECEIVED, ______________, an individual, hereby irrevocably assigns
and conveys to ________________________, _________________________________
(_______) shares of the Common Capital Stock of Fleming Companies, Inc., an
Oklahoma corporation, $2.50 par value.


DATED:
        ----------------------------

                                                ================================



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The following executive officers have received a restricted stock award pursuant
to this form:

Name of Grantee            Number of Shares

Matthew H. Hildreth        5,000
Mark D. Shapiro            5,000





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