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                                                                  CONFORMED COPY

                    GUARANTEE AGREEMENT dated as of July 25, 1997 among each of
               the subsidiaries listed on Schedule I hereto (each such
               subsidiary individually, a "GUARANTOR" and collectively, the
               "GUARANTORS") of FLEMING COMPANIES, INC., an Oklahoma corporation
               (the "BORROWER"), and THE CHASE MANHATTAN BANK, a New York
               banking corporation, as collateral agent ("COLLATERAL AGENT") for
               the Secured Parties (as defined in the Security Agreement of the
               date hereof).

          A.  Reference is made to the Credit Agreement dated as of July 25, 
1997 (as amended, supplemented or otherwise modified from time to time, the 
"CREDIT AGREEMENT"), among the Borrower, the Lenders from time to time party 
thereto, The Chase Manhattan Bank, as Administrative Agent for the Lenders 
and Collateral Agent, BancAmerica Securities, Inc., as Syndication Agent, and 
Societe Generale, as Documentation Agent.

          B.  Capitalized terms used and not otherwise defined herein shall 
have the meanings assigned to such terms in the Credit Agreement.

          C.  The Lenders have agreed to make Loans to the Borrower, and the 
Issuing Banks have agreed to issue Letters of Credit for the account of the 
Borrower, pursuant to, and upon the terms and subject to the conditions 
specified in, the Credit Agreement.  Each of the Guarantors is a Subsidiary 
of the Borrower and acknowledges that it will derive substantial benefit from 
the making of the Loans by the Lenders, and the issuance of the Letters of 
Credit by the Issuing Banks.  The obligations of the Lenders to make Loans 
and of the Issuing Banks to issue Letters of Credit are conditioned on, among 
other things, the execution and delivery by the Guarantors of a Guarantee 
Agreement in the form hereof.  As consideration therefor and in order to 
induce the Lenders to make Loans and the Issuing Banks to issue Letters of 
Credit, the Guarantors are willing to execute this Agreement.

          Accordingly, the parties hereto agree as follows:

          SECTION 1.  GUARANTEE.  Each Guarantor unconditionally guarantees, 
jointly with the other Guarantors and severally, as a primary obligor and not 
merely as a surety, (a) the due and punctual payment of (i) the principal of 
and premium, if any, and interest (including interest accruing during the 
pendency of any bankruptcy, insolvency, receivership or other similar 
proceeding, regardless of whether allowed or allowable in such proceeding) on 
the Loans, when and as due, whether at maturity, by acceleration, upon one or 
more dates set for prepayment or otherwise, (ii) each payment required to be 
made by the Borrower under the Credit Agreement in respect of any Letter of 
Credit, when and as due, including payments in respect of reimbursement of 
disbursements, interest thereon and obligations to provide cash collateral 
and (iii) all other monetary obligations, 


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including fees, costs, expenses and indemnities, whether primary, secondary, 
direct, contingent, fixed or otherwise (including monetary obligations 
incurred during the pendency of any bankruptcy, insolvency, receivership or 
other similar proceeding, regardless of whether allowed or allowable in such 
proceeding), of the Borrower to the Secured Parties under the Credit 
Agreement and the other Loan Documents, (b) the due and punctual performance 
of all covenants, agreements, obligations and liabilities of the Borrower 
under or pursuant to the Credit Agreement and the other Loan Documents, (c) 
the due and punctual payment and performance of all the covenants, 
agreements, obligations and liabilities of each Loan Party under or pursuant 
to this Agreement and the other Loan Documents and (d) the due and punctual 
payment and performance of all obligations of the Borrower under each Hedging 
Agreement entered into with any counterparty that was a Lender at the time 
such Hedging Agreement was entered into or that is a Lender on the date 
hereof (all the monetary and other obligations described in the preceding 
clauses (a) through (d) being collectively called the "OBLIGATIONS").  Each 
Guarantor further agrees that the Obligations may be extended or renewed, in 
whole or in part, without notice to or further assent from it, and that it 
will remain bound upon its guarantee notwithstanding any extension or renewal 
of any Obligation.
          
          SECTION 2.  OBLIGATIONS NOT WAIVED.  To the fullest extent 
permitted by applicable law, each Guarantor waives presentment to, demand of 
payment from and protest to the Borrower of any of the Obligations, and also 
waives notice of acceptance of its guarantee and notice of protest for 
nonpayment.  To the fullest extent permitted by applicable law, the 
obligations of each Guarantor hereunder shall not be affected by (a) the 
failure of the Collateral Agent or any other Secured Party to assert any 
claim or demand or to enforce or exercise any right or remedy against the 
Borrower or any other Guarantor under the provisions of the Credit Agreement, 
any other Loan Document or otherwise, (b) any rescission, waiver, amendment 
or modification of, or any release from any of the terms or provisions of 
this Agreement, any other Loan Document, any Guarantee or any other 
agreement, including with respect to any other Guarantor under this Agreement 
or (c) the failure to perfect any security interest in, or the release of, 
any of the security held by or on behalf of the Collateral Agent or any other 
Secured Party.

          SECTION 3.  SECURITY.  Each of the Guarantors authorizes the 
Collateral Agent and each of the other Secured Parties, to (a) take and hold 
security, as provided for in the Security Agreement and Pledge Agreement, for 
the payment of this Guarantee and the Obligations and exchange, enforce, 
waive and release any such security, (b) apply such security and direct the 
order or manner of sale thereof as they in their sole discretion may 
determine in accordance with the Security Agreement and Pledge Agreement and 
(c) release or substitute any one or more endorsees, other guarantors or 
other obligors.


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          SECTION 4.  GUARANTEE OF PAYMENT.  Each Guarantor further agrees 
that its guarantee constitutes a guarantee of payment when due and not of 
collection, and waives any right to require that any resort be had by the 
Collateral Agent or any 


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other Secured Party to any of the security held for payment of the 
Obligations or to any balance of any deposit account or credit on the books 
of the Collateral Agent or any other Secured Party in favor of the Borrower 
or any other person.

          SECTION 5.  NO DISCHARGE OR DIMINISHMENT OF GUARANTEE.  The 
obligations of each Guarantor hereunder shall not be subject to any 
reduction, limitation, impairment or termination for any reason (other than 
the indefeasible payment in full in cash of the Obligations), including any 
claim of waiver, release, surrender, alteration or compromise of any of the 
Obligations, and shall not be subject to any defense or setoff, counterclaim, 
recoupment or termination whatsoever by reason of the invalidity, illegality 
or unenforceability of the Obligations or otherwise.  Without limiting the 
generality of the foregoing, the obligations of each Guarantor hereunder 
shall not be discharged or impaired or otherwise affected by the failure of 
the Collateral Agent or any other Secured Party to assert any claim or demand 
or to enforce any remedy under the Credit Agreement, any other Loan Document 
or any other agreement, by any waiver or modification of any provision of any 
thereof, by any default, failure or delay, wilful or otherwise, in the 
performance of the Obligations, or by any other act or omission that may or 
might in any manner or to any extent vary the risk of any Guarantor or that 
would otherwise operate as a discharge of each Guarantor as a matter of law 
or equity (other than the indefeasible payment in full in cash of all the 
Obligations).

          SECTION 6.  DEFENSES OF BORROWER WAIVED.  To the fullest extent 
permitted by applicable law, each of the Guarantors waives any defense based 
on or arising out of any defense of the Borrower or the unenforceability of 
the Obligations or any part thereof from any cause, or the cessation from any 
cause of the liability of the Borrower, other than the final and indefeasible 
payment in full in cash of the Obligations.  The Collateral Agent and the 
other Secured Parties may, at their election, foreclose on any security held 
by one or more of them by one or more judicial or nonjudicial sales, accept 
an assignment of any such security in lieu of foreclosure, compromise or 
adjust any part of the Obligations, make any other accommodation with the 
Borrower or any other guarantor or grantor or exercise any other right or 
remedy available to them against the Borrower or any other guarantor or 
grantor, without affecting or impairing in any way the liability of any 
Guarantor hereunder except to the extent the Obligations have been fully, 
finally and indefeasibly paid in cash. Pursuant to applicable law, each of 
the Guarantors waives any defense arising out of any such election even 
though such election operates, pursuant to applicable law, to impair or to 
extinguish any right of reimbursement or subrogation or other right or remedy 
of such Guarantor against the Borrower or any other Guarantor or guarantor or 
grantor, as the case may be, or any security.

          SECTION 7.  AGREEMENT TO PAY; SUBORDINATION.  In furtherance of the
foregoing and not in limitation of any other right that the Collateral Agent or
any other Secured Party has at law or in equity against any Guarantor by virtue
hereof, upon the failure of the 

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Borrower or any other Loan Party to pay any Obligation when and as the same 
shall become due, whether at maturity, by acceleration, after notice of 
prepayment or otherwise, each Guarantor hereby promises to and will forthwith 
pay, or cause to be paid, to the Collateral Agent or such other Secured Party 
as designated thereby in cash the amount of such unpaid Obligations.  Upon 
payment by any Guarantor of any sums to the Collateral Agent or any Secured 
Party as provided above, all rights of such Guarantor against the Borrower 
arising as a result thereof by way of right of subrogation, contribution, 
reimbursement, indemnity or otherwise shall in all respects be subordinate 
and junior in right of payment to the prior indefeasible payment in full in 
cash of all the Obligations.  In addition, any Indebtedness of the Borrower 
now or hereafter held by any Guarantor is hereby subordinated in right of 
payment to the prior payment in full of the Obligations.  If any amount shall 
erroneously be paid to any Guarantor on account of (i) such subrogation, 
contribution, reimbursement, indemnity or similar right or (ii) any such 
Indebtedness of the Borrower, such amount shall be held in trust for the 
benefit of the Secured Parties and shall forthwith be paid to the Collateral 
Agent to be credited against the payment of the Obligations, whether matured 
or unmatured, in accordance with the terms of the Loan Documents.

          SECTION 8.  INFORMATION.  Each of the Guarantors assumes all 
responsibility for being and keeping itself informed of the Borrower's 
financial condition and assets, and of all other circumstances bearing upon 
the risk of nonpayment of the Obligations and the nature, scope and extent of 
the risks that such Guarantor assumes and incurs hereunder, and agrees that 
none of the Collateral Agent or the other Secured Parties will have any duty 
to advise any of the Guarantors of information known to it or any of them 
regarding such circumstances or risks.

          SECTION 9.  REPRESENTATIONS AND WARRANTIES.  Each of the Guarantors 
represents and warrants as to itself that all representations and warranties 
relating to it contained in the Credit Agreement are true and correct.
     
          SECTION 10.  TERMINATION.  This Agreement and the Guarantees made 
hereunder (a) shall terminate when all the Obligations have been indefeasibly 
paid in full and the Lenders have no further commitment to lend under the 
Credit Agreement, the L/C Exposure has been reduced to zero and the Issuing 
Banks have no further obligation to issue Letters of Credit under the Credit 
Agreement and (b) shall continue to be effective or be reinstated, as the 
case may be, if at any time payment, or any part thereof, of any Obligation 
is rescinded or must otherwise be restored by any Secured Party or any 
Guarantor or Grantor upon the bankruptcy or reorganization of the Borrower, 
any Guarantor, Subsidiary Grantor or otherwise.

          SECTION 11.  BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENTS.  
Whenever in this Agreement any of the parties hereto is referred to, such 
reference shall be deemed to include the successors and assigns of such 
party, and all covenants, promises and agreements by or on 

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behalf of the Guarantors that are contained in this Agreement shall bind and 
inure to the benefit of each party hereto and their respective successors and 
assigns.  This Agreement shall become effective as to any Guarantor when a 
counterpart hereof executed on behalf of such Guarantor shall have been 
delivered to the Collateral Agent, and a counterpart hereof shall have been 
executed on behalf of the Collateral Agent, and thereafter shall be binding 
upon such Guarantor and the Collateral Agent and their respective successors 
and assigns, and shall inure to the benefit of such Guarantor, the Collateral 
Agent and the other Secured Parties, and their respective successors and 
assigns, except that no Guarantor shall have the right to assign its rights 
or obligations hereunder or any interest herein (and any such attempted 
assignment shall be void).  If all of the capital stock of a Guarantor is 
sold, transferred or otherwise disposed of pursuant to a transaction 
permitted by Section 6.02 of the Credit Agreement, such Guarantor shall be 
released from its obligations under this Agreement without further action.  
This Agreement shall be construed as a separate agreement with respect to 
each Guarantor and may be amended, modified, supplemented, waived or released 
with respect to any Guarantor without the approval of any other Guarantor and 
without affecting the obligations of any other Guarantor hereunder.

          SECTION 12.  WAIVERS; AMENDMENT.  (a)  No failure or delay of the 
Collateral Agent in exercising any power or right hereunder shall operate as 
a waiver thereof, nor shall any single or partial exercise of any such right 
or power, or any abandonment or discontinuance  of steps to enforce such a 
right or power, preclude any other or further exercise thereof or the 
exercise of any other right or power.  The rights and remedies of the 
Collateral Agent hereunder and of the other Secured Parties under the other 
Loan Documents are cumulative and are not exclusive of any rights or remedies 
that they would otherwise have. No waiver of any provision of this Agreement 
or consent to any departure by any Guarantor therefrom shall in any event be 
effective unless the same shall be permitted by paragraph (b) below, and then 
such waiver or consent shall be effective only in the specific instance and 
for the purpose for which given.  No notice or demand on any Guarantor in any 
case shall entitle such Guarantor to any other or further notice or demand in 
similar or other circumstances.

          (b)  Neither this Agreement nor any provision hereof may be waived, 
amended or modified except pursuant to a written agreement entered into 
between the Guarantors with respect to which such waiver, amendment or 
modification relates and the Collateral Agent, with any consent required 
under Section 9.02 of the Credit Agreement.

          SECTION 13.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, 
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          SECTION 14.  NOTICES.  All communications and notices hereunder 
shall be in writing and given as provided in Section 9.01 of 


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the Credit Agreement. All communications and notices hereunder to each 
Guarantor shall be given to it in care of the Borrower.

          SECTION 15.  SURVIVAL OF AGREEMENT; SEVERABILITY.  (a)  All 
covenants, agreements, representations and warranties made by the Guarantors 
herein and in the certificates or other instruments prepared or delivered in 
connection with or pursuant to this Agreement or any other Loan Document 
shall be considered to have been relied upon by the Collateral Agent and the 
other Secured Parties and shall survive the making by the Lenders of the 
Loans and the issuance of the Letters of Credit by the Issuing Banks 
regardless of any investigation made by the Secured Parties or on their 
behalf, and shall continue in full force and effect until this Agreement 
terminates in accordance with Section 10.

          (b)  In the event any one or more of the provisions contained in 
this Agreement or in any other Loan Document should be held invalid, illegal 
or unenforceable in any respect, the validity, legality and enforceability of 
the remaining provisions contained herein and therein shall not in any way be 
affected or impaired thereby (it being understood that the invalidity of a 
particular provision in a particular jurisdiction shall not in and of itself 
affect the validity of such provision in any other jurisdiction).  The 
parties shall endeavor in good-faith negotiations to replace the invalid, 
illegal or unenforceable provisions with valid provisions the economic effect 
of which comes as close as possible to that of the invalid, illegal or 
unenforceable provisions.

          SECTION 16.  COUNTERPARTS.  This Agreement may be executed in 
counterparts, each of which shall constitute an original, but all of which 
when taken together shall constitute a single contract, and shall become 
effective as provided in Section 11.  Delivery of an executed signature page 
to this Agreement by facsimile transmission shall be as effective as delivery 
of a manually executed counterpart of this Agreement.

          SECTION 17.  RULES OF INTERPRETATION.  The rules of interpretation 
specified in Section 1.03 of the Credit Agreement shall be applicable to this 
Agreement.

          SECTION 18.  JURISDICTION; CONSENT TO SERVICE OF PROCESS.  (a)  
Each Guarantor hereby irrevocably and unconditionally submits, for itself and 
its property, to the nonexclusive jurisdiction of any New York State court or 
Federal court of the United States of America sitting in New York City, and 
any appellate court from any thereof, in any action or proceeding arising out 
of or relating to this Agreement or the other Loan Documents, or for 
recognition or enforcement of any judgment, and each of the parties hereto 
hereby irrevocably and unconditionally agrees that all claims in respect of 
any such action or proceeding may be heard and determined in such New York 
State court or, to the extent permitted by law, in such Federal court.  Each 
of the parties hereto agrees that a final judgment in any such action or 
proceeding shall be conclusive and may be enforced in other 

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jurisdictions by suit on the judgment or in any other manner provided by law. 
Nothing in this Agreement shall affect any right that the Collateral Agent 
or any other Secured Party may otherwise have to bring any action or 
proceeding relating to this Agreement or the other Loan Documents against any 
Guarantor or its properties in the courts of any jurisdiction.

          (b)  Each Guarantor hereby irrevocably and unconditionally waives, 
to the fullest extent it may legally and effectively do so, any objection 
that it may now or hereafter have to the laying of venue of any suit, action 
or proceeding arising out of or relating to this Agreement or the other Loan 
Documents in any New York State or Federal court.  Each of the parties hereto 
hereby irrevocably waives, to the fullest extent permitted by law, the 
defense of an inconvenient forum to the maintenance of such action or 
proceeding in any such court.

          (c)  Each party to this Agreement irrevocably consents to service 
of process in the manner provided for notices in Section 14.  Nothing in this 
Agreement will affect the right of any party to this Agreement to serve 
process in any other manner permitted by law.

          SECTION 19.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY 
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY 
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY 
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN 
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR 
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT 
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE 
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO 
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, 
AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS 
IN THIS SECTION 19.

          SECTION 20.  ADDITIONAL GUARANTORS.  Upon execution and delivery 
after the date hereof by the Collateral Agent and any Subsidiary of an 
instrument in the form of Annex 1, such Subsidiary shall become a Guarantor 
hereunder with the same force and effect as if originally named as a 
Guarantor herein.  The execution and delivery of any instrument adding an 
additional Guarantor as a party to this Agreement shall not require the 
consent of any other Guarantor hereunder.  The rights and obligations of each 
Guarantor hereunder shall remain in full force and effect notwithstanding the 
addition of any new Guarantor as a party to this Agreement.

          SECTION 21.  RIGHT OF SETOFF.  If an Event of Default shall have 
occurred and be continuing, each Secured Party is hereby authorized at any 
time and from time to time, to the fullest extent permitted by law, to set 
off and apply any and all deposits (general or special, time or demand, 
provisional or final) at any time held and other Indebtedness at any time 
owing by such Secured Party to or for the credit or the account of any 
Guarantor against any or all the obligations of such Guarantor now or 
hereafter existing under this 


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Agreement and the other Loan Documents held by such Secured Party, 
irrespective of whether or not such Secured Party shall have made any demand 
under this Agreement or any other Loan Document and although such obligations 
may be unmatured.  The rights of each Secured Party under this Section 21 are 
in addition to other rights and remedies (including other rights of setoff) 
which such Secured Party may have.

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

EACH OF THE SUBSIDIARIES
LISTED ON SCHEDULE I HERETO,

  by
          /s/    John M. Thompson            
          ---------------------------------------------------
          Name:  John M. Thompson
          Title: Vice President and Treasurer


THE CHASE MANHATTAN BANK, as Collateral Agent, 

  by
          /s/    Marian N. Shulman           
          ---------------------------------------------------
          Name:  Marian N. Shulman
          Title: Vice President


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