RESTRICTED STOCK AWARD AGREEMENT FOR
                       THE FLEMING COMPANIES, INC.
                       1990 STOCK INCENTIVE PLAN

     THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement")
entered into as of the 28th day of July, 1999, by and between
Fleming Companies, Inc., an Oklahoma corporation (the "Company"),
and Dennis C. Lucas (herein referred to as the "Participant");

                          W I T N E S S E T H:

     WHEREAS, the Participant has entered into an Employment
Agreement with the Company of even date pursuant to which he will
serve the Company as Executive Vice President, President - Retail
(the "Employment Agreement"); and

     WHEREAS, the Company has previously adopted the Fleming
Companies, Inc. 1990 Stock Incentive Plan  and certain amendments
thereto (the "Plan"); and

     WHEREAS, pursuant to the Employment Agreement, the
Company has awarded the Participant 20,000 shares of common stock
under the Plan subject to the terms and conditions of this
Agreement.

     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 twenty thousand
(20,000) shares of Company common stock, par value $2.50 (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-half of the shares of
Restricted Stock will vest based on the Participant's continuous
employment with the Company through July 28, 2000 and the
remaining one-half of the shares of Restricted Stock will vest
based on the Participant's continuous employment with the Company
through July 28, 2001.  In the event the Participant's employment
with the Company is terminated by reason of (i) death, (ii)
disability, (iii) without "Cause" (as such term is defined in the
Employment Agreement), or (iv) by the Participant for "Good
Reason" (as such term is defined in the Employment 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.

          (c)      Voting Rights and Dividends.  The
Participant shall have all of the voting rights attributable to
the shares of Restricted Stock issued to him.  Regular quarterly
cash dividends declared and paid by the Company with respect to
the shares of Restricted Stock shall be paid to the Participant.
 Any extraordinary 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 together with a check in the amount of all Accrued
Dividends attributed to such Vested Stock without interest
thereon.

          (e)      Forfeiture.  In the event the Participant's
employment with the Company is terminated for any reason other
than (i) death, (ii) disability, (iii) without Cause, or (iv)
by the Participant for Good Reason prior to all shares of
Restricted Stock becoming Vested Stock, 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.

     4.      Change of Control.

          (a)      In the event of a Change of Control, 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, together with any
Accrued Dividends attributable to such Vested Stock without
interest thereon.

          (b)      The Company shall also pay to the
Participant any Gross-Up Payment determined in accordance with
Section 9.2 of the Plan.

     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
             TRANSFERRABLE ONLY IN ACCORDANCE WITH THAT
             CERTAIN RESTRICTED STOCK AWARD AGREEMENT FOR
             THE FLEMING COMPANIES, INC. 1990 STOCK
             INCENTIVE PLAN DATED THE 28TH DAY OF JULY,
             1999.  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."

     6.      Stock Powers and the Beneficiary.  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. Pursuant to Section 6.2 of
the Plan, the Participant designates his Eligible Spouse as the
Beneficiary under this Agreement.

     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 the address set forth in the Employment
Agreement.

     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 Oklahoma.

    10.      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 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.

     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
                                       Scott M. Northcutt
                                       Senior Vice President -
                                       Human Resources

"PARTICIPANT"
                                    DENNIS C. LUCAS
                                    Dennis C. Lucas, Participant