Attachment 1


                          LOAN AGREEMENT


                             between


                     FLEMING COMPANIES, INC.


                               and


                   ___________________________





                        ___________, 1999
<PAGE>
                        TABLE OF CONTENTS
                                                                     Page

     1.   Loan Amount and Purpose  . . . . . . . . . . . . . . . . . . . .1

     2.   Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
               2.1  Interest . . . . . . . . . . . . . . . . . . . . . . .1
               2.2  Interest Moratorium. . . . . . . . . . . . . . . . . .1
               2.3  Payments . . . . . . . . . . . . . . . . . . . . . . .1

     3.   Collateral and Security Agreement  . . . . . . . . . . . . . . .1

     4.   Conditions of Lending  . . . . . . . . . . . . . . . . . . . . .2
               4.1  Loan Documents . . . . . . . . . . . . . . . . . . . .2
               4.2  No Violation . . . . . . . . . . . . . . . . . . . . .2
               4.3  No Default . . . . . . . . . . . . . . . . . . . . . .2

     5.   Representations and Warranties . . . . . . . . . . . . . . . . .2
               5.1  Capacity and Power . . . . . . . . . . . . . . . . . .2
               5.2  No Conflict. . . . . . . . . . . . . . . . . . . . . .2

     6.   Covenants of the Borrower  . . . . . . . . . . . . . . . . . . .2
               6.1  Mandatory Prepayments. . . . . . . . . . . . . . . . .2
               6.2  Pledged Shares . . . . . . . . . . . . . . . . . . . .2

     7.   Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
               7.1  Nonpayment of Note . . . . . . . . . . . . . . . . . .3
               7.2  Breach of Agreement. . . . . . . . . . . . . . . . . .3
               7.3  Representations and Warranties . . . . . . . . . . . .3
               7.4  Insolvency . . . . . . . . . . . . . . . . . . . . . .3
               7.5  Receivership . . . . . . . . . . . . . . . . . . . . .3
               7.6  Judgment . . . . . . . . . . . . . . . . . . . . . . .3
               7.7  Termination for Cause. . . . . . . . . . . . . . . . .3

     8.   Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
               8.1  Termination. . . . . . . . . . . . . . . . . . . . . .4
               8.2  Acceleration of Note . . . . . . . . . . . . . . . . .4
               8.3  Selective Enforcement. . . . . . . . . . . . . . . . .4
               8.4  Waiver of Default. . . . . . . . . . . . . . . . . . .4

     9.   Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . .4
               9.1  Expenses . . . . . . . . . . . . . . . . . . . . . . .4
               9.2  Notices. . . . . . . . . . . . . . . . . . . . . . . .5
               9.3  Severability . . . . . . . . . . . . . . . . . . . . .5
               9.4  Construction and Venue . . . . . . . . . . . . . . . .5
               9.5  No Waiver. . . . . . . . . . . . . . . . . . . . . . .5
               9.6  Counterparts . . . . . . . . . . . . . . . . . . . . .6


Exhibit "A" - Promissory Note
Exhibit "B" - Security Agreement
Exhibit "C" - Form of UCC-1 Financing Statement
Exhibit "D" - Form of Stock Power Separate from Certificate
Exhibit "E" - Form of Notice to Transfer Agent
<PAGE>
                          LOAN AGREEMENT

     THIS AGREEMENT is entered into effective this ____ day of
___________, 1999, between _____________________, an individual
(the "Borrower"), and Fleming Companies, Inc., an Oklahoma
corporation (the "Lender").

                       W I T N E S S E T H:

     1.   Loan Amount and Purpose.  Subject to the terms and
conditions of this Agreement, the Lender agrees to lend to the
Borrower such amounts as the Borrower may from time to time
request prior to April 1, 2004, but not to exceed principal
advances in the aggregate amount of _________________ Dollars
($____________).  The loan proceeds will be used solely to
purchase shares of Lender's common stock, par value $2.50 per
share (the "Shares").

     2.   Note.  The loans to be made hereunder will be evidenced
by the Promissory Note (the "Note") in the form of Exhibit "A"
attached hereto as a part hereof and payable on the following
terms:

     2.1  Interest.  Except as otherwise provided in Section 2.2
          hereof and in the Note, the unpaid principal balance of
          the Note will bear interest at the rate of seven
          percent (7%) per annum.  Interest will be payable
          quarterly throughout the loan term commencing on
          _____________, 1999, and on the last day of each
          successive December, March, June and September
          thereafter until the Note is paid in full.  All
          interest will be computed at a per diem charge for the
          actual number of days elapsed on the basis of a year
          consisting of three hundred sixty-five (365) days.

     2.2  Interest Moratorium.  Interest shall neither accrue nor
          be payable so long as Borrower is the full time
          employee of Lender.  Interest shall accrue and be
          payable as set forth in Section 2.1 from and after the
          first day following Borrower's termination as a full
          time employee of Lender.

     2.3  Payments.  Each payment on the Note will be applied
          first to accrued and unpaid interest, if any, and the
          remainder to the principal balance of the Note.  The
          entire unpaid principal balance of the Note, together
          with all accrued and unpaid interest thereon, if any,
          will be due and payable upon acceleration as provided
          in the Note or, if not accelerated, on April 1, 2005.

     3.   Collateral and Security Agreement.  Payment of the Note
          will be secured by a first lien on and security interest
          in the Collateral (as defined in the Security Agreement
          in the form of  Exhibit "B" attached hereto as a part
          hereof; the "Security Agreement").  All existing and
          future Collateral will be subject to the Security
          Agreement.

     4.   Conditions of Lending.  The obligation of the Lender to
perform this Agreement and to make the initial or any subsequent
advance under the Note is subject to the following conditions
precedent:

     4.1  Loan Documents.  This Agreement, the Note, the Security
          Agreement, UCC-1 Financing Statements, Stock Powers,
          the Notice to Transfer Agent, and any related documents
          and all extensions, amendments and modifications
          thereof (collectively the "Loan Documents") will have
          been duly executed, acknowledged (where appropriate) by
          all parties thereto and delivered to the Lender, all in
          form and substance satisfactory to the Lender.
          Borrower's spouse and any other joint owner of the
          Collateral must execute and deliver a Security
          Agreement, UCC-1 Financing Statement, Stock Power and
          Notice to Transfer Agent to the Lender prior to any
          advance being made hereunder.

     4.2  No Violation.  The advance shall not cause the Lender
          to be in violation of any law, rule, regulation or
          covenant applicable to the Lender.

     4.3  No Default.  There will have occurred and be continuing
          no event of default as of the date of this Agreement or
          the date of any advances under the Note.

     5.   Representations and Warranties.  In order to induce the
Lender to enter into and perform the Loan Documents, the Borrower
represents and warrants to the Lender as follows:

     5.1  Capacity and Power.  The Borrower has adequate
          capacity, power and legal right to enter into, execute,
          deliver and perform the terms of the Loan Documents, to
          borrow money, to give security for borrowings (either
          alone or together with any additional Pledgor who has
          executed the Security Agreement) and to consummate the
          transactions contemplated by the Loan Documents.

     5.2  No Conflict.  The execution, delivery and performance
          of the Loan Documents by the Borrower will not violate
          any law, regulation, rule or any other agreement or
          instrument binding on the Borrower or the Collateral.

     6.   Covenants of the Borrower.  Until the expiration of the
Lender's obligation to advance funds under this Agreement and
payment in full of the Note:

     6.1  Mandatory Prepayments.  The Borrower will promptly
          apply at least one-half of any cash proceeds and one
          hundred percent (100%) of all distributions (other than
          scheduled dividends) received in respect of the
          Collateral as prepayments of principal amounts owing
          under the Note.  In the event of a voluntary sale,
          shares cannot be released if such release would cause
          the Lender to fail to satisfy Regulation U.

     6.2  Pledged Shares.  All Shares acquired by Borrower with
          the proceeds of the Note and all Shares acquired by
          Borrower relating to the Shares pledged as Collateral,
          whether by dividend, stock split or otherwise, shall be
          pledged to the Lender hereunder and shall immediately
          be subject to the security interest created by the
          Security Agreement.  All certificates representing such
          Shares shall be issued in the individual name of the
          Borrower; provided that certificates evidencing Shares
          may be registered jointly in the name of the Borrower
          and any joint owner if such joint owner shall have
          executed and delivered a Security Agreement, UCC-1
          Financing Statement, Stock Powers and a Notice to
          Transfer Agent.  Borrower shall direct the transfer
          agent or the issuer, as applicable, to deliver
          certificates representing the Shares directly to the
          office of Lender's Corporate Secretary.

     7.   Default.  The Lender may terminate all of the Lender's
obligations under the Loan Documents and may declare the Note and
all other indebtedness and obligations of the Borrower owing to
the Lender to be due and payable if any of the following events
of default occur and have not been cured or waived by the Lender:

     7.1  Nonpayment of Note.  Default in payment when due of any
          interest on or principal of the Note; or

     7.2  Breach of Agreement.  Default in the performance or
          observance of any covenant contained in the Loan
          Documents or under the terms of any other instrument
          delivered to the Lender in connection with this
          Agreement; or

     7.3  Representations and Warranties.  Any representation or
          statement made or furnished to the Lender by or on
          behalf of the Borrower proves to be false or erroneous
          in any material respect or any warranty ceases to be
          complied with in any material respect; or

     7.4  Insolvency.  The Borrower admits the inability to pay
          the Borrower's debts as such debts mature; or any
          bankruptcy, reorganization, readjustment of debt,
          liquidation or receivership proceedings by or against
          the Borrower is commenced under the Bankruptcy Code, as
          amended, or any part thereof, or under any other laws,
          for the relief of debtors, whether state or federal,
          now or hereafter existing; or

     7.5  Receivership.  The appointment of a receiver or trustee
          for the Borrower or for any substantial part of the
          Collateral; or

     7.6  Judgment.  Entry by any court of a final judgment
          against the Borrower attaching any part of the
          Collateral by any means, including, without limitation,
          levy, distraint, replevin or self-help, which is not
          discharged or stayed within ten (10) days thereof; or

     7.7  Termination for Cause.  Borrower is terminated as an
          employee of Lender for Cause as defined herein.  For
          purposes of this Agreement, "Cause" shall be deemed to
          exist when Borrower shall have committed any
          intentional act which involves moral turpitude and
          which causes a significant adverse effect on Borrower,
          its business, properties or prospects.

     8.   Remedies.  On the occurrence of an event of default the
Lender may, at the Lender's option:

     8.1  Termination.  Terminate the Lender's obligations
          hereunder, including the obligation to make any
          advances under the Note.

     8.2  Acceleration of Note.  Declare the Note and all sums
          due pursuant to the Loan Documents to be immediately
          due and payable, whereupon the same will become
          forthwith due and payable, and the Lender will be
          entitled to proceed to selectively and successively
          enforce the Lender's rights under the Loan Documents or
          any other instruments delivered to the Lender in
          connection with the Loan Documents; provided that if
          any event of default specified in Sections 7.4, 7.5 or
          7.6 shall occur, all amounts owing under the Loan
          Documents, including the Note, shall thereafter become
          due and payable concurrently therewith, and the
          Lender's obligations hereunder shall automatically
          terminate, without presentment, demand, protest, notice
          of default, notice of acceleration or intention to
          accelerate or other notice of any kind, all of which
          the Borrower hereby expressly waives; and further
          provided that if any event of default specified in
          Section 7.7 shall occur, all amounts owing under the
          Loan Documents, including the Note, shall become due
          and payable on the ninetieth (90th) day following such
          termination without presentment, demand, protest,
          notice of default, notice of acceleration or intention
          to accelerate or other notice of any kind, all of which
          the Borrower hereby expressly waives.

     8.3  Selective Enforcement.  In the event the Lender elects
          to selectively and successively enforce the Lender's
          rights under any one or more of the instruments
          securing payment of the indebtedness evidenced by the
          Note, such action will not be deemed a waiver or
          discharge of any other lien or encumbrance securing
          payment of any of the indebtedness evidenced by the
          Note until such time as the Lender has been paid in
          full all sums advanced by the Lender plus all accrued
          interest thereon.

     8.4  Waiver of Default.  The Lender may, by an instrument or
          instruments in writing, signed by the Lender, waive any
          default which has occurred and any of the consequences
          of such default, and, in such event, the Lender and the
          Borrower will be restored to their respective former
          positions, rights and obligations hereunder.  Any
          default so waived will, for all purposes of this
          Agreement, be deemed to have been cured and not to be
          continuing, but no such waiver will extend to any
          subsequent or other default or impair any consequence
          of such subsequent or other default.

     9.   Miscellaneous.  It is further agreed as follows:

     9.1  Expenses.  All reasonable out-of-pocket expenses
          incurred by the Lender in connection with the
          enforcement of the Loan Documents including, without
          limitation, reasonable attorneys' fees, will be paid by
          the Borrower.

     9.2  Notices.  All notices, requests and demands will be
          served by hand delivery, telefacsimile or by registered
          or certified mail, with return receipt requested, as
          follows:

          To the Borrower:    _________________________
                              _________________________
                              _________________________

                         Fax No. (   ) _____________

          To the Lender: Fleming Companies, Inc.
                         P.O. Box 26647
                         Oklahoma City, Oklahoma 73126-0647
                         Fax No. (405) 841-8504
                         Attention:  Treasury Department/Margin Loans

          or at such other address as either party designates for
          such purpose in a written notice to the other party.
          Notice will be deemed to have been given on the date
          actually received in the event of personal or
          telefacsimile delivery or on the date two (2) days
          after notice is deposited in the mail, properly
          addressed, postage prepaid.

     9.3  Severability.  In the event any one or more of the
          provisions contained in any of the Loan Documents is
          determined to be invalid, illegal or unenforceable in
          any respect in any jurisdiction, the validity, legality
          and enforceability of such provision or provisions will
          not in any way be affected or impaired thereby in any
          other jurisdiction nor will the validity, legality and
          enforceability of the remaining provisions contained in
          the Loan Documents in any way be affected or impaired
          thereby.

     9.4  Construction and Venue.  This Agreement and the
          documents issued hereunder are executed and delivered
          as an incident to a lending transaction negotiated and
          to be performed in Oklahoma City, Oklahoma. The Loan
          Documents are intended to constitute a contract made
          under the laws of the State of Oklahoma and to be
          construed in accordance with the internal laws of the
          State of Oklahoma.  The descriptive headings of the
          paragraphs of this Agreement are for convenience only
          and are not to be used in the construction of the
          content of this Agreement.  All actions relating to or
          arising under the Loan Documents will be instituted in
          the courts of the State of Oklahoma sitting in Oklahoma
          County, Oklahoma, or the United States District Court
          for the Western District of Oklahoma, and the Borrower
          irrevocably and unconditionally waives any objection to
          the venue in such court and any claim that any action
          has been brought in an inconvenient forum.

     9.5  No Waiver.  No advance of loan proceeds under the Loan
          Documents will constitute a waiver of any of the
          Borrower's representations, warranties, conditions or
          covenants under the Loan Documents.

     9.6  Counterparts.  This Agreement may be executed via
          telefacsimile in two or more counterparts and it will
          not be necessary that the signatures of all parties
          hereto be contained on any one counterpart hereof. Each
          counterpart will be deemed an original, but all
          counterparts together will constitute one and the same
          instrument.

     IN WITNESS WHEREOF, the Borrower and the Lender have
executed this Agreement effective on the date first above written.



                                   ______________________________
                                   __________________, individually

                                   (the "Borrower")




                                   FLEMING COMPANIES, INC.,
                                   an Oklahoma corporation


                                   By:_______________________________
                                      _______________________________

                                   (the "Lender")
<PAGE>

                                                              Attachment 2


                            EXHIBIT A

                         PROMISSORY NOTE


     FOR VALUE RECEIVED, the undersigned, ______________________,
an individual (the "Borrower"), promises to pay to the order of
Fleming Companies, Inc., an Oklahoma corporation (the "Lender"),
at P.O. Box 26647, Oklahoma City, Oklahoma 73126-0647, or at such
other place as may be designated in writing by the holder of this
Note, the principal sum as set forth on Schedule 1 attached
hereto and made a part hereof as follows:

     Prior to default, the unpaid principal balance of this Note
     will bear interest at seven percent (7%) per annum, payable
     quarterly throughout the loan term commencing on the date
     first indicated on Schedule 1, and on the last day of each
     successive December, March, June and September thereafter
     until this Note is paid in full.  All interest will be
     computed at a per diem charge for the actual number of days
     elapsed on the basis of a year consisting of three hundred
     sixty five (365) days; provided, however, that interest
     shall neither accrue nor be payable so long as Borrower
     remains the full-time employee of Lender.

     All payments will be applied first to any accrued and unpaid
     interest on this Note and the remainder to  the principal
     balance of this Note.  The entire unpaid principal balance
     of this Note, together with all accrued and  unpaid interest
     thereon, if any, will be due and payable upon acceleration
     hereunder or, if not accelerated, on April 1, 2005.

     The Borrower will promptly apply not less than 50% of any
     cash proceeds and 100% of any  distributions (other than
     scheduled dividend payments) received in respect of the
     Collateral as prepayments of the principal amount owing
     under  the Note.

     Except as otherwise defined herein all terms defined in the
Loan Agreement of even date herewith between the Borrower and the
Lender (the "Loan Agreement") will have the same meanings herein
as therein.   Any sum not paid when due will bear interest at
nine percent (9%) per annum and will be paid at the time of and
as a condition precedent to the curing of any default under the
Loan Documents.  During the existence of any such default, the
holder of this Note may apply payments received on any amount due
hereunder as the holder may determine.  The Borrower will have
the right to prepay this Note in whole or in part at any time
without penalty.

      Advances and payments hereunder shall be recorded on
Schedule 1 to this Note and initialed by Borrower.  Schedule 1
shall be prima facie evidence of all advances and payments made
under the Note and of the unpaid balance of this Note.  All
advances hereunder shall be made by the Lender in accordance with
the terms of the Loan Agreement.

     All Shares acquired by Borrower with the proceeds of this
Note and all Shares acquired by Borrower relating to the Shares
pledged as Collateral hereunder, whether by dividend, stock
split, or otherwise, shall be pledged to the Lender hereunder and
shall immediately be subject to the security interest created by
the Security Agreement entered into in connection herewith.  All
certificates representing such Shares shall be registered in
Borrower's individual name; provided that certificates evidencing
Shares may be registered jointly in the name of any joint owner
if such joint owner shall have executed and delivered to the
Lender a Security Agreement, UCC-1 Financing Statement, Stock
Powers and a Notice to Transfer Agent with respect to such
Shares.  Borrower shall direct the transfer agent or the issuer
of the Shares, as applicable, to deliver certificates representing
the Shares directly to the office of Lender's Corporate Secretary.

     The Borrower agrees that if, and as often as, this Note is
placed in the hands of an attorney for collection or to defend or
enforce any of the holder's rights hereunder or under any
instrument securing payment of the same, the Borrower will pay to
such holder its reasonable attorneys' fees and all reasonable
expenses incurred in connection therewith, whether or not an
action shall be instituted to enforce this Note.

     This Note is given by the Borrower and accepted by the
holder hereof pursuant to a lending transaction contracted,
consummated and to be performed in Oklahoma City, Oklahoma, and
this Note is to be construed according to the laws of the State
of Oklahoma.

     This Note is issued subject to the terms of the Loan
Agreement and is secured by the Loan Documents.  On the breach of
any provision of this Note, or any provision of the Loan
Documents at the option of the holder, the entire unpaid
indebtedness evidenced by this Note will become due, payable and
collectible then or thereafter as the holder may elect,
regardless of the date of maturity of this Note.  Notice of the
exercise of such option is hereby expressly waived.  Failure by
the holder to exercise such option will not constitute a waiver
of the right to exercise the same in the event of any subsequent
default.

     The failure of the Lender to exercise any of the remedies or
options set forth in this Note, or in any instrument securing
payment hereof, upon the occurrence of one or more events of
default, shall not constitute a waiver of the right to exercise
the same or any other remedy at any subsequent time in respect to
the same or any other event of default.  The acceptance by the
Lender of any payment which is less than the total of all amounts
due and payable at the time of such payment shall not constitute
a waiver of the right to exercise any of the foregoing remedies
or options at that time or any subsequent time, or nullify any
prior exercise of such remedy or option, without the express
consent of the Lender.

     Time is of the essence of each obligation of the Borrower
hereunder.

     For the purposes of computing interest under this Note,
payments of all or any portion of the principal sum owing under
this Note will not be deemed to have been made until such
principal payments are received by the Lender in collected funds.

     The makers, endorsers, sureties, guarantors and all other
persons who may become liable for all or any part of this
obligation severally waive presentment for payment, protest,
demand and notice of nonpayment.  Said parties consent to any
extension of time (whether one or more) of payment hereof, the
modification (whether one or more) of payment hereof, release or
substitution of all or part of the security for the payment
hereof or release of any party liable for payment of this
obligation.  Any such extension or release may be made without
notice to any such party and without discharging such party's
liability hereunder.

     IN WITNESS WHEREOF, the Borrower has executed this
instrument effective the date first above written.


                              ___________________________________
                              ___________________,individually

                              (the "Borrower")
<PAGE>
                                                               Attachment 3


                            EXHIBIT B

                        SECURITY AGREEMENT

     THIS SECURITY AGREEMENT is executed effective the ____ day
of ____________, 1999, between _____________________, an
individual (the "Debtor" and a "Pledgor" hereunder), and
_____________________, an individual  (one of the "Pledgors"
hereunder; collectively, the "Pledgors"), each having a notice
address of ____________________________, and Fleming Companies,
Inc., an Oklahoma corporation having a notice address at P.O. Box
26647, Oklahoma City, Oklahoma 73126-0647 (the "Secured Party").

                      W I T N E S S E T H :

     WHEREAS, the Debtor is liable to the Secured Party under
that certain Promissory Note of even date herewith (the "Note")
in connection with that certain Loan Agreement (the "Loan
Agreement") of even date herewith between the Debtor and the
Secured Party; and

     WHEREAS, as a material condition precedent to the Secured
Party's entering into the Loan Agreement, the Pledgors have
agreed to secure payment of the Note by granting the Secured
Party a lien, security interest and pledge covering certain
assets of the Pledgors; and

     WHEREAS, each Pledgor wishes to grant to each other Pledgor,
severally, an irrevocable power of attorney to amend and modify
the list of assets covered by this Security Agreement attached
hereto as Schedule I.

     NOW, THEREFORE, (i) in order to comply with the terms and
conditions of the Loan Agreement; (ii) for and in consideration
of the premises and the agreements herein contained; and (iii)
for other good and valuable consideration, the receipt and
sufficiency of all of which are hereby acknowledged, the Pledgors
hereby agree with the Secured Party as follows:

     1.   Definitions.  Unless otherwise defined herein, all
terms which are defined in the Loan Agreement will have the same
meanings herein as therein unless the context otherwise requires,
and all terms used herein which are defined in the Oklahoma
Uniform Commercial Code ("UCC") will have the same meanings
herein unless the context otherwise requires.

     2.   Security Interest.  As collateral security for the
Secured Indebtedness, the Pledgors hereby grant to the Secured
Party a security interest in, an assignment of, and a general
lien upon the following described property (the "Collateral"):

     2.1  all of the Pledgors' right, title and interest in and
          to the shares of common stock of Fleming Companies,
          Inc., par value $2.50 per share, described at Schedule
          I attached hereto (as such schedule may be amended from
          time to time by the Secured Party  or by one or more of
          the Pledgors), and all certificates representing such
          property, and all tangible and intangible rights in
          connection therewith and all accounts, contract rights
          and general intangibles relating thereto (the "Shares");

     2.2  any additional Shares from time to time delivered to or
          deposited with the Secured Party as security for the
          obligations of the Debtor to the Secured Party or
          otherwise pursuant to the terms of this Agreement,
          including all Shares purchased with the proceeds of the
          Note and any additional Shares pledged by Pledgors
          pursuant to the Loan Agreement or otherwise; and

     2.3  all cash, securities, dividends (whether cash, property
          or stock), preferential, conversion or other rights
          attaching to the Shares, all distributions or payments
          in partial or complete liquidation or redemption or as
          a result of reclassifications, readjustments,
          reorganizations or changes in the capital structure of
          the issuer of the Shares and all rights and privileges
          pertaining thereto and all subscriptions, warrants,
          options and any other rights issued by the issuer of
          the Shares or any other person upon or in connection
          with the Shares and all other proceeds, products,
          additions to, replacements of, substitutions for and
          accessions of any and all Collateral described in this
          Section 2.

     3.   Upon the prepayment of all or any portion of the
principal amount of the Secured Indebtedness, Borrower shall be
entitled to receive, free and clear of the security interest
created by the Loan Documents, certificates representing that
number of Shares equal to the product of (x) the number of Shares
subject to the Security Agreement immediately prior to the
prepayment multiplied by (y) a fraction, the numerator of which
shall be the dollar amount of the principal prepayment and the
denominator of which shall be the principal amount of the Secured
Indebtedness immediately prior to the prepayment; provided,
however, that no collateral shall be released if the Secured
Party would not be in compliance with Reg. U immediately
following such proposed release.  Certificates shall be delivered
to Borrower as soon as practicable after release hereunder.

     4.   Secured Indebtedness.  The security interest granted
hereby in the Collateral is given to secure the Debtor's payment
of: (a) the Note together with interest thereon, if any; (b) all
extensions, renewals, amendments, modifications, substitutions
and changes in form to the Note; (c) all costs and expenses
incurred in connection with the collection of the Note and
enforcement of the Loan Documents and the Secured Party's rights
under this Agreement and all other Loan Documents, including
attorneys' fees and expenses; (d) all advances made by the
Secured Party to protect the security hereof, including advances
made for or on account of levies, insurance, repairs, taxes and
for maintenance or recovery of the Collateral, together with
interest thereon at the rate specified in the Note; and (e)
performance of the agreements herein set forth (the foregoing
items (a) through (e) are collectively referred to herein as the
"Secured Indebtedness").

     5.   Debtors' Representations and Covenants.  The Pledgors
hereby warrant, represent and agree as follows:

     5.1  Principal Place of Business.  The Debtor's principal
          place of business is P.O. Box 26647, Oklahoma City,
          Oklahoma 73126-0647.

     5.2  Title.  The Pledgors have absolute title to the
          Collateral free and clear of all liens, encumbrances,
          negative pledges and security interests except the
          security interest hereby granted to the Secured Party,
          and the Pledgors warrant and will defend the same unto
          the Secured Party against the claims and demands of all
          other persons and parties whomsoever.

     5.3  Transfers.  Without the prior written consent of the
          Secured Party, the Pledgors agree that the Pledgors
          will not sell, exchange or in any manner dispose of any
          of the Collateral or any interest therein nor permit
          any other lien, encumbrance or security interest to
          attach thereto except those contemplated herein.

     5.4  Secured Party's Security Interest.  This Agreement
          creates a valid and binding security interest in the
          Collateral securing the Secured Indebtedness.  There
          are no consents required in connection with the grant
          by the Pledgors of the security interests in the
          Collateral. The Pledgors have good, right and lawful
          authority to pledge the Collateral in the manner hereby
          done or contemplated.  All filings and other actions
          necessary or appropriate to perfect or protect such
          security interest will be or have been duly taken.

     5.5  Further Assurances.  The Pledgors will from time to
          time sign, execute, deliver and file, alone or with the
          Secured Party, any financing statements, stock powers,
          notices to issuers of securities constituting
          collateral security, security agreements or other
          documents; procure any instruments or documents as may
          be reasonably requested by the Secured Party; and take
          all further action that may be necessary or desirable,
          or that the Secured Party may reasonably request, to
          confirm, perfect, preserve and protect the security
          interests intended to be granted hereby, and in
          addition, the Pledgors hereby authorize the Secured
          Party to execute and deliver on behalf of the Pledgors
          and file such financing statements, stock powers,
          security agreements and other documents without the
          signature of the Pledgors either in the Secured Party's
          name or in the name of the Pledgors and as agent and
          attorney-in-fact for the Pledgors.  The Pledgors shall
          do all such additional and further acts or things, give
          such assurances and execute such documents or
          instruments as the Secured Party requires to vest more
          completely in and assure to the Secured Party its
          rights under the Loan Documents.

     5.6  Filing Reproductions.  At the option of the Secured
          Party, a carbon, photographic or other reproduction of
          this Agreement or of a financing statement covering the
          Collateral shall be sufficient as a financing statement
          and may be filed as a financing statement.

     5.7  Possession.  Physical possession of the certificates
          representing or evidencing the Shares, together with
          duly executed stock powers, shall be delivered to and
          held by Secured Party.

     6.   Secured Party's Expenditures.  If the Pledgors fail to
make any expenditure or pay any sum necessary to discharge any
lien, encumbrance, levy, security interest or other charge on the
Collateral as required hereby, the Secured Party may but shall
not be required to make any expenditure for such purpose or
purposes and all sums so expended shall be payable on demand,
shall bear interest at the rate specified in the Note and all
such sums and interest will additionally be secured hereby.  The
Pledgors will pay all costs of filing any financing, continuation
or termination statements with respect to the security interest
granted hereby in the Collateral.

     7.   Powers of Attorney.  The Pledgors hereby grant the
following irrevocable powers of attorney:

          7.1  Secured Party.  The Secured Party is hereby fully
     authorized and empowered  (without the necessity of any
     further consent or authorization from the Pledgors), and the
     Pledgors hereby constitute, appoint and make the Secured
     Party, the Pledgors' true and lawful attorney-in-fact and
     agent for the Pledgors and in the Pledgors' name, place and
     stead with full power of substitution, in the Secured
     Party's name or the Pledgors' name or otherwise, for Secured
     Party's sole use and benefit, but at the Pledgors' cost and
     expense, to exercise, without notice, all or any of the
     following powers at any time with respect to all or any of
     the Collateral after the occurrence of any default under
     this Agreement or any of the other Loan Documents which has
     not been timely cured:  (a) all voting rights, all other
     corporate rights and all conversion, exchange, subscription
     or other rights pertaining to the Shares, whether or not the
     Shares have been registered in the Secured Party's name and
     this Agreement will constitute the Pledgors' proxy to the
     Secured Party for such purpose; (b) to demand, sue for,
     collect, receive and give acquittance for any and all monies
     due or to become due by virtue thereof and otherwise deal
     with proceeds; (c) to receive, take, endorse, assign and
     deliver any and all checks, notes, drafts, documents and
     other negotiable and non-negotiable instruments and chattel
     paper taken or received by the Secured Party in connection
     therewith; (d) to settle, compromise, compound, prosecute or
     defend any action or proceeding with respect thereto; (e) to
     sell, transfer, assign or otherwise deal in or with the same
     or the proceeds or avails thereof as fully and effectively
     as if the Secured Party were the absolute owner thereof; and
     (f) to extend the time of payment of any or all thereof and
     to grant waivers and make any allowance or other adjustment
     with reference thereto; provided, however, the Secured Party
     shall be under no obligation or duty to exercise any of the
     powers hereby conferred upon it and shall be without
     liability for any act or failure to act in connection with
     the collection of, or the preservation of any rights under,
     any Collateral.

          7.2  Other Pledgors.  Each Pledgor is hereby fully
     authorized and empowered severally by each other Pledgor
     (without the necessity of any further consent or
     authorization from any Pledgor), and each Pledgor hereby
     severally constitutes, appoints and makes each other
     Pledgor, the granting Pledgor's true and lawful
     attorney-in-fact and agent to amend, modify or supplement
     the list of shares pledged hereunder from time to time on
     Schedule I attached hereto.  This grant shall be irrevocable
     and shall be deemed to be coupled with an interest until all
     of the Secured Indebtedness is paid in full as the same
     becomes due and payable and until the Secured Party, upon
     request of the Pledgors, has executed a written termination
     statement pursuant to Section 10 hereof.

     8.   Default; Remedies.  On the occurrence of any event of
default under any of the Loan Documents or if the Pledgors fail
to keep, observe, comply with and perform all of the material
obligations and undertakings under this Agreement or any of the
other Loan Documents or fail to pay any principal or interest on
the Note when due, then, and in any such event, the Secured Party
may, at its option and without notice to any party, declare all
or any portion of the Secured Indebtedness to be due and payable
and may proceed to enforce payment of the same, to exercise any
or all rights and remedies provided herein, in the other Loan
Documents, and by the UCC and otherwise available at law or in
equity.  All remedies hereunder are cumulative, and any
indulgence or waiver by the Secured Party shall not be construed
as an abandonment of any other right hereunder or of the power to
enforce the same or another right at a later time.  Whether the
Secured Party elects to exercise any other rights or remedies
under this Agreement or applicable law, the Secured Party will be
entitled to have a receiver appointed to take possession of the
Collateral without notice, which notice the Pledgors hereby
waive, notwithstanding anything contained in this Agreement or
any law heretofore or hereafter enacted.

     9.   Secured Party's Duties.  The powers conferred upon the
Secured Party by this Agreement are solely to protect its
interest in the Collateral and will not impose any duty upon the
Secured Party to exercise any such powers. The Secured Party
shall be under no duty whatsoever to make or give any
presentment, demand for performance, notice of nonperformance,
protest, notice of protest, notice of dishonor, or other notice
or demand in connection with any of the Collateral or the Secured
Indebtedness, or to take any steps necessary to preserve any
rights against prior parties.  The Secured Party shall not be
liable for failure to collect or realize upon any or all of the
Secured Indebtedness or Collateral, or for any delay in so doing,
nor shall the Secured Party be under any duty to take any action
whatsoever with regard thereto.

     10.  Continuing Agreement.  This is a continuing Agreement
and the grant of a security interest hereunder shall remain in
full force and effect and all the rights, powers and remedies of
the Secured Party hereunder shall continue to exist until all of
the Secured Indebtedness is paid in full as the same becomes due
and payable and until the Secured Party, upon request of the
Pledgors, has executed a written termination statement,
reassigned to the Pledgor, without recourse, the Collateral and
all rights conveyed hereby and returned possession of any
Collateral in the Secured Party's possession to the Pledgors.

     11.  Preservation of Liability.  Neither this Agreement nor
the exercise by the Secured Party of (or the failure to so
exercise) any right, power or remedy conferred herein or by law
shall be construed as relieving any person liable on the Secured
Indebtedness from liability on the Secured Indebtedness and for
any deficiency thereon.

     12.  Waivers.  It is the intention of the Pledgors and
Secured Party that the validity of this Security Agreement shall
not be impaired by any defenses given to sureties or guarantors
at law or in equity.  Nonexercise by the Secured Party of any
right or remedy of the Secured Party provided in the Note, Loan
Agreement or other Loan Documents shall in no manner affect the
validity or enforceability of this Agreement or give any Pledgors
any recourse against the Secured Party.

     12.1 Certain Actions.  Each Pledgor agrees that from time to
          time, without affecting the Pledgors' obligations
          hereunder or the Secured Party's rights in the
          Collateral, and without giving notice to or obtaining
          the consent of any Pledgor, and without liability on
          the Secured Party's part, the Secured Party may, at its
          option, (i) extend the time for payment of the Note or
          any interest thereon, (ii) release anyone liable under
          the Loan Agreement or Note; (iii) renew, rearrange,
          consolidate or modify the Note; (iv) take or release
          any security or additional security for the Note or
          Loan Agreement; (v) increase or decrease the rate of
          interest payable on the Note; or (vi) grant any other
          leniencies, indulgences, or compromises under the Loan
          Agreement or Note as the Secured Party may deem
          appropriate or desirable.

     12.2 Certain Defenses.  Each Pledgor hereby waives
          diligence, presentment, demand, notice of demand,
          notice of nonpayment or dishonor, protest, notice of
          protest and all other notices of any kind whatsoever as
          to the Note, or any renewal, extension, rearrangement,
          consolidation or modification thereof.  Each Pledgor
          agrees that it shall not be necessary for the Secured
          Party, in order to enforce this Agreement, first, (i)
          to exhaust its remedies against the Debtor, any
          guarantor or others liable on the obligations evidenced
          by the Note or (ii) to enforce the Secured Party's
          rights in any other security given to secure the Note.
          Each Pledgor further waives, to the fullest extent
          permitted by law, (i) all defenses given to sureties or
          guarantors at law or in equity other than the actual
          payment of the sums evidenced by the Note and secured
          by this Agreement and the performance of the other
          covenants and agreements contained herein and (ii) any
          defense it may have to any liability hereunder based on
          any asserted lack of diligence, delay in prosecuting
          any action with regard to the Note, or any impairment
          of any other security for payment of the Note.

     12.3 Additional Waivers.  The validity of this Agreement as
          to the indebtedness secured by the Note shall not be
          affected in any manner whatsoever on account of any or
          all of the following:  (i) incapacity, death,
          disability, dissolution or termination of any person or
          entity; (ii) the failure of the Secured Party to file
          or enforce a claim against the estate (either in
          administration, bankruptcy or other proceedings) of the
          Debtor, any Pledgor or any other person or entity;
          (iii) any defenses, setoffs or counterclaims which may
          be available to the Debtor or any other person or
          entity; (iv) any modifications, extensions, amendments,
          consents, releases  or waivers with respect to the Note
          or any other instrument now or hereafter securing the
          payment of the Note, or any guaranty of the Note; (v)
          any failure of the Secured Party to give any notice to
          any Pledgor of any default under any other instrument
          securing payment of the Note; or (vi) any impairment,
          modification, change, release or limitation of the
          liability of, or stay of actions or lien enforcement
          proceedings against, the Debtor, its Collateral or its
          estate in bankruptcy resulting from the operation of
          any present or future federal or state statute relating
          to bankruptcy or insolvency or from the decision of any
          court relating thereto.  The Secured Party shall not be
          required to pursue any other remedies before invoking
          the benefits of this Agreement and, specifically, it
          shall not be required to exhaust its remedies against
          the Debtor or any guarantor or surety or to proceed
          against any other security now or hereafter existing
          for the payment of any of the indebtedness evidenced by
          the Note.  The Secured Party may exercise its rights
          hereunder without bringing a separate action against
          the Debtor.

     13.  Notices.  Any notice or demand under this Agreement or
in connection with this Agreement may be given at the addresses
set forth in the initial paragraph of this Agreement or by
telefacsimile, but actual notice, however given or received, will
always be effective.

     14.  Successors and Assigns.  The covenants and agreements
herein contained by or on behalf of the Pledgors shall bind the
Pledgors, and the Pledgors' legal representatives, successors and
assigns and shall inure to the benefit of the Secured Party and
the Secured Party's successors and assigns.

     15.  Invalidity.  If any provision hereof shall for any
reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision hereof.

     16.  Construction.  This Agreement will be governed by and
construed in accordance with the laws of the State of Oklahoma
applicable to contracts made and to be performed entirely within
the State of Oklahoma.

     IN WITNESS WHEREOF, this Agreement is executed effective the
date first above written.


                              ___________________________________
                              ____________________, individually
                              (the "Debtor" and a "Pledgor")

                              ___________________________________
                              _____________________, individually
                              (Additional "Pledgor")

                              FLEMING COMPANIES, INC.,
                              an Oklahoma corporation


                              By:________________________________
                                 ________________________________

                              (the "Lender")