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 20th day of July, 1999, by and between
Fleming Companies, Inc., an Oklahoma corporation (the "Company"),
and E. Stephen Davis (herein referred to as the "Participant");

                          W I T N E S S E T H:

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

     WHEREAS, in connection with his employment with the
Company, the Company has awarded the Participant 60,000 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 60,000 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. Vesting of all of the shares of
Restricted Stock is subject to fulfillment of both of the
following conditions:  (i) continuous employment by the
Participant with the Company through July 20, 2001 and (ii)
achievement by the Company of the "Target" as such term is
defined in that certain Letter Agreement effective as of June 1,
1999, between the Company and Ernst & Young LLP covering Phase
II of the Low Cost Pursuit Program (the "Performance Vesting
Objective").  Any questions regarding satisfaction of the
Performance Vesting Objective shall be resolved by the Chairman
and Chief Executive Officer of the Company in his sole and
absolute discretion.  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
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."

          (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, 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 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.

         (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):

                   (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.

          (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. 1996 STOCK INCENTIVE PLAN DATED THE 2OTH DAY OF
JUNE, 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 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 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.

    14.   Protection of Business as Consideration.  As
specific consideration to the Company for the Restricted Stock
Award:

          (a)   Limitations on Competition.  Subject to
subsection (d), the Participant will not, during his employment
with the Company and until the first anniversary of his date of
termination/separation from employment with the Company, without
the Company's written consent, directly or indirectly, be a
shareholder, principal, agent, partner, officer, director,
employee or consultant of SUPERVALU, Inc., Nash Finch Company,
Associated Wholesale Grocers, Inc., Richfood Holdings, Inc. or
any other direct competitor of the Company, excluding national
retail chains, or any of their respective subsidiaries,
affiliates or successors (the "Competitors").

          (b)   Confidential Information.  The Participant
acknowledges that during the course of his employment, he will
have access to and gain knowledge of highly confidential and
proprietary information and trade secrets.  He further
acknowledges that the misuse, misappropriation or disclosure of
this information could cause irreparable harm to the Company,
both during and after the term of his employment.  Therefore, he
agrees that during his employment and at all times thereafter he
will hold in a fiduciary capacity for the benefit of the Company
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, customers, joint ventures,
licensors, licensees, distributors and other persons and entities
with whom the Company does business ("Confidential Data"), except
upon the Company's written consent or as required by the
Participant's duties with the Company, 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.

          (c)   Consequences of Breach of Limitations.
Subject to subsection (d), 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, but only if such
termination/separation occurs on a date prior to July 20, 2001,
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 or breaches the
provisions of subsection (b) regarding Confidential Information,
then (iv) with respect to any shares of Restricted Stock,
effective the date the Participant enters into such activity all
such Restricted Stock 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 (v) 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.  The Participant
acknowledges that damages which may arise from a breach of this
Section 14 may be impossible to ascertain or prove with
certainty.  In addition to the other legal or equitable remedies
which may be available, the parties agree to specific performance
of the provisions of this subsection (c), and the Company shall
be entitled to an immediate injunction from a court of competent
jurisdiction to end such breach, without further proof of
damages.

          (d)   Permitted Ownership.  Nothing in this
Section 14 shall prohibit the Participant from owning less than
one percent (1%) of any company whose securities are publicly
traded on a national securities exchange.

          (e)   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 duration or scope of activity, this Section 14
shall be considered divisible and shall become and be immediately
amended to only such duration and scope of activity as shall be
determined to be reasonable and enforceable by a court or other
body 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 duration and
scope of the limitations on competition and disclosure of
information described in subsections (a) and (b) are reasonable.

    15.   Arbitration of Disputes.  Any disputes, claims or
controversies between the Participant and the Company which may
arise out of or relate to this Agreement shall be settled by
arbitration.  This agreement to arbitrate shall survive the
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 Oklahoma City, Oklahoma 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/her 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
                              Scott M. Northcutt, Senior Vice President
                              - Human Resources


"PARTICIPANT"              E. STEPHEN DAVIS
                           E. Stephen Davis
<PAGE>


                               Exhibit A


[Copy of 1999 Stock Incentive Plan]

<PAGE>

                               Exhibit B

                  ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, __________________, an individual, hereby
irrevocably assigns and conveys to ________________________,
______________ AND NO/100 (_____) shares of the Common Capital
Stock of Fleming Companies, Inc., an Oklahoma corporation, $2.50
par value.

DATED: