SETTLEMENT AND SEVERANCE AGREEMENT


          THIS SETTLEMENT AND SEVERANCE AGREEMENT ("Agreement") is
entered into as of the 28th day of August, 1998, by and between
FLEMING COMPANIES, INC., an Oklahoma corporation (the "Company")
and ROBERT E. STAUTH, an individual ("Stauth") with respect to the
following:

                       W I T N E S S E T H

          WHEREAS, Stauth has resigned as Chairman of the Board and
Chief Executive Officer and as a member of the Board of Directors
of the Company effective July 18, 1998;

          WHEREAS, the Company desires to provide Stauth certain
benefits upon the severance of his employment status with the
Company; and

          WHEREAS, Stauth desires to receive those benefits in
exchange for certain promises and other consideration.

          NOW, THEREFORE, BE IT RESOLVED, that the Company and
Stauth, in consideration of the covenants herein set forth, agree
as follows:

          1.   Resignation and Retirement.  Stauth agrees to and 
does hereby voluntarily resign and retire as the Company's Chief
Executive Officer.  Stauth also agrees to and does hereby volun-
tarily resign as Chairman  and as a member of the Company's Board
of Directors (the "Board") and as a member of any committees of the
Company and/or the Board on which he currently serves.  Stauth
further agrees to and does hereby resign from all other positions
which he may currently hold as an officer or member of the board of
directors of any of the Company's subsidiaries and as a member of
any committees of such subsidiaries or their boards of directors. 
All such resignations shall be effective July 18, 1998, and Stauth
shall sign and deliver to the Company such other documents as may
be necessary to effect or reflect resignations as of that date. 
Stauth will receive his regular base pay and benefits through July
18, 1998.

          2.   Severance.

               2.1   Salary Replacement.  The Company will pay
Stauth the sum of $1,250,000 (the "Salary Replacement Amount"),
which is the equivalent of two times Stauth's current annual base
pay.  This gross amount will be paid in a lump sum payment within
ten (10) days after Stauth signs this Agreement and delivers to the
Company the General Release described in paragraph 7.1.  In the
event of Stauth's death, any unpaid portion of the Salary Replace-
ment Amount will be paid in the same manner to his executor or
personal representative, as applicable.

               2.2   EVA Target Bonus.  If the Company determines
at the conclusion of 1998 that Stauth would, if his employment had
continued through 1998, have been eligible for a bonus (the "EVA
Target Bonus") under the Economic Value Added Incentive Bonus Plan
for Fleming Companies, Inc. and its Subsidiaries (the "EVA Plan")
earned through actual corporate performance during such year, the
Company will pay Stauth a gross amount equal to twice what he would
have earned had he remained Chief Executive Officer through the
balance of 1998 up to, but not to exceed, $1,125,000, which is the
equivalent of a maximum of two times Stauth's 1998 EVA Target
Bonus.  The determination and calculation of the amount, if any, of
Stauth's EVA Target Bonus shall be made by the Company in accor-
dance with the EVA Plan as interpreted by the Company in its sole
discretion.  The Company shall be fair and reasonable and shall
make its determination for Stauth using the same criteria,
including any exclusions of extraordinary charges as has been done
in the past, as it uses for all other participants in the EVA Plan. 
The EVA Target Bonus, if any, will be paid on or about March 15,
1999.  In the event of Stauth's death prior to March 15, 1999 (or
any later payment date), the EVA Target Bonus, if any, will be paid
to his executor or personal representative, as applicable.  

               2.3   Bonus Bank.  Under the EVA Plan a portion of
a participant's bonus is retained by the Company for potential
future payout and maintained in a bookkeeping account (the "Bonus
Bank").  Stauth's Bonus Bank is $225,922 and the Company will make
a distribution to Stauth in the gross amount of $225,922 from his
Bonus Bank.  This payment will be made within ten (10) days after
Stauth signs the Agreement and delivers it to the Company with the
General Release described in paragraph 7.1.  In the event of
Stauth's death prior to his receipt of his Bonus Bank, the Bonus
Bank will be paid to his executor or personal representative, as
applicable.  

               2.4   Accrued Vacation.  The Company will pay Stauth
for three (3) weeks' accrued and unused 1998 vacation in the gross
amount of $36,058 (the "Vacation Accrual").  The Vacation Accrual
will be paid within ten (10) days after Stauth signs this Agreement
and delivers to the Company the General Release described in
paragraph 7.1.

          3.   Stock Options.  Subject to the provisions of this
paragraph, the Compensation and Organization Committee of the Board
(the "Compensation Committee") by its approval and adoption of this
Agreement, as noted below, does hereby accelerate vesting (to the
extent not already vested) of the following nonqualified stock
options heretofore granted to Stauth under the Fleming Companies,
Inc. 1990 Stock Option Plan (the "1990 SOP") and permit Stauth (or
his executor or personal representative, as applicable) to exercise
and purchase during the two-year period from July 18, 1998 through
July 17, 2000 (the "Exercise Period") all or any part of the shares
subject to such stock options:

              Number of Options     Exercise Price  

               30,000                   $24.9375                 

          Provided, however, if, upon advice of counsel the
Compensation Committee determines it cannot or if it elects not to
amend the 1990 SOP to provide for extension of the exercise of the
referenced options through July 17, 2000, the Company shall notify
Stauth of such determination and shall nonetheless pay Stauth the
difference between the exercise price and the fair market value of
the Company common stock on the Exercise Date (herein referred to
as the "Spread").  At any time during the Exercise Period, Stauth
may select the day (the "Exercise Date") as of which he shall be
entitled to be paid the Spread by the Company; provided, however,
that prior to 9:00 a.m., central time, on the day following the
Exercise Date, Stauth shall notify the Company of his election to
exercise the stock options by receiving payment of the Spread.  In
the event of Stauth's death, such right shall vest in Stauth's
executor or personal representative.  The payment of the Spread
shall be made within five (5) days after the notice of election to
receive the Spread.

          Likewise, the Compensation Committee, by its approval and
adoption set out below, does hereby accelerate vesting (to the
extent not already vested) of the following nonqualified stock
options heretofore granted to Stauth under the Fleming Companies,
Inc. 1996 Stock Incentive Plan (the "1996 SIP") and permit Stauth
(or his executor or personal representative, as applicable) to
exercise and purchase during the two-year period from July 18, 1998
through July 17, 2000 all or any part of the shares subject to such
stock options:

          Number of Options      Exercise Price  

               30,000              $19.7500                 
               30,000              $16.3750                      
               30,000              $17.5000                      

          Notwithstanding anything to the contrary in each of the
nonqualified stock option agreements that Stauth and the Company
have executed representing the stock options described in this
paragraph 3 granted under the 1996 SIP, such agreements are hereby
amended to provide that such nonqualified stock options are
exercisable in whole or in part by Stauth (or his executor or
personal representative) during the two-year period from July 18,
1998 through July 17, 2000.  Such option agreements, as herein
modified, shall continue in full force and effect in accordance
with their terms.

          4.   Restricted Stock Awards.  The Compensation
Committee, by its approval and adoption noted below, hereby waives
all qualifying requirements and does hereby accelerate vesting and
distribution to Stauth of 22,500 shares of restricted stock (plus
paid dividends attributable to such shares) awarded to Stauth on
November 1, 1997 under the 1996 SIP which shares vested by time on
January 1, 1998 and 22,500 shares of restricted stock (plus paid
dividends attributable to such shares) awarded to Stauth on
November 1, 1997 under the 1996 SIP which shares vested by
performance on March 31, 1998 (collectively, the "Vested Restricted
Shares").  Likewise, the Compensation Committee, by its approval
and adoption below, waives the qualifying requirements and accel-
erates both vesting and distribution of 45,000 additional shares of
restricted stock (plus paid dividends attributable to such shares)
awarded to Stauth on November 1, 1997 under the 1996 SIP, 22,500
shares of which, but for the severance of the employment relation-
ship between Stauth and the Company, would have vested on January
1, 1999 and 22,500 shares of which would have vested on January 1,
2000, respectively (collectively, the "Restricted Shares").  Other
than the Vested Restricted Shares and the Restricted Shares, all
other restricted shares or awards for which Stauth might otherwise
have been eligible under the 1996 SIP or under any other Fleming
plan shall be forfeited.  Distribution of the Vested Restricted
Shares and the Restricted Shares shall be made within ten (10) days
after Stauth signs this Agreement and delivers to the Company the
General Release described in paragraph 7.1.
 
          5.   The Past Service Plan.  The Compensation Committee,
by its approval and adoption noted below, waives any qualifying
requirements relating to vesting or distribution of the Fleming
Companies, Inc. Executive Past Service Benefit Plan (the "Past
Service Plan") as such requirements apply to the award made to
Stauth on November 1, 1997 of $2,364,000 plus interest at the rate
of 7.5% from November 1, 1997 until paid.  This benefit will be
paid in accordance with the election previously made by Stauth
pursuant to the terms of the Past Service Plan and will commence on
November 1, 1999 after Stauth has attained age 55; provided,
however, in the event of a "Change of Control" as defined in the
Past Service Plan, the benefit shall commence on the 1st day of the
month following the "Change of Control."  Under the Internal
Revenue Service Code of 1986, as amended (the "IRC"), and the
regulations promulgated thereunder, the Past Service Plan benefit
will be subject to applicable employment taxes (FICA) and Medicare
taxes payable for the calendar year 1998.  Stauth has paid the
maximum employment taxes (FICA), and therefore no employment taxes
(FICA) will be due upon the execution of this Agreement.  However,
the Company will withhold from the Salary Replacement Amount a sum
equal to 1.45% of Stauth's Past Service Plan benefit, representing
Stauth's Medicare taxes due on the Past Service Plan benefit.

          6.   Other Benefits.
               
               6.1   The Excess Plan.  The Company has determined
that Stauth, upon attaining age 55, will qualify for early
retirement income under the Consolidated Retirement Plan for
Fleming Companies, Inc. and Its Subsidiaries (the "Qualified
Plan").  Conditioned upon Stauth qualifying for early retirement
income under the Qualified Plan, the Company hereby covenants and
agrees that Stauth shall be eligible to receive annual payments
under the Fleming Companies, Inc. Executive Deferred Compensation
Plan (the "Excess Plan") upon the attainment by Stauth of age 55;
provided, however, the Company, through the Compensation Committee,
has agreed and does hereby waive one (1) year of the 3% actuarial
reduction of benefits for early retirement prior to age 62 such
that upon Stauth's attainment of age 55 he would be entitled to
benefits under the Excess Plan as if he were 56.  (For example, age
56 benefits of $161,798 per annum would be payable at age 55 and
age 62 benefits of $180,000 would be payable at age 61).  Stauth
shall be eligible to commence receiving benefits under the Excess
Plan upon attaining age 55, which benefits shall be paid in
accordance with the foregoing and the Excess Plan and Stauth's
elections as therein provided.

          6.2  Life Insurance.  The Company shall acquire a
standard rated paid up whole life insurance policy on Stauth's life
in the amount of $500,000 written by Metropolitan Life Insurance
Company, Hartford, Connecticut (the "Policy").  The Company shall
make application therefor as soon as shall be practicable following
the execution of this Agreement.  The Company shall pay the
standard rate premium under the Policy and Stauth shall pay any ex-
cess rate over the standard rate.  Stauth designates Carol E.
Stauth, trustee, as the primary beneficiary for the first $500,000
of the death benefit under the Policy.  The Company shall be the
owner and secondary beneficiary and entitled to all dividends and
any death benefit proceeds under the Policy in excess of $500,000. 
Under the Policy, Stauth shall have the right to change the primary
beneficiary upon written notice to the Company and to Metropolitan
Life Insurance Company.  Stauth shall be responsible for all income
taxes resulting from the acquisition and maintenance of the Policy
by the Company.

               6.3   Medical Insurance Premium Reimbursement.  If
Stauth exercises his right to continued coverage under the Fleming
Companies, Inc. Health Choice Medical Plan (the "Medical Plan")
pursuant to COBRA, the Company will pay the monthly premium for
such coverage in the approximate amount of $336 per month for up to
eighteen (18) months commencing July 18, 1998, or until Stauth no
longer qualifies for continued coverage under COBRA due to
eligibility to participate in a group medical plan sponsored by or
available through another employer providing equivalent benefits to
his medical coverage with the Company, whichever is the earlier to
occur.  Thereafter, to the extent Stauth is eligible for coverage
as a retiree under the Medical Plan, the Company will pay the cost
of such coverage in the approximate amount of $5,000 per year until
Stauth is eligible for Medicare or similar coverage or until he no
longer qualifies to participate in retiree medical coverage under
the Medical Plan for any reason provided therein.

               6.4   Relocation/Home Sale Allowance.  The Company
will pay Stauth's relocation expenses and will reimburse brokerage
expenses on the sale of Stauth's residence located at 12501 Bocage
Drive, Oklahoma City, Oklahoma 73142 up to $40,000 in the aggre-
gate.  Stauth shall present to the Company's Senior Vice President
and General Counsel vouchers representing payment by Stauth of such
amounts together with such other documentation reasonably required
by such officer and the Company shall pay such reimbursement within
thirty (30) days of receipt.

               6.5   Country Club.  The Company shall reimburse
Stauth for his monthly dues at the Quail Creek Golf and Country
Club, Oklahoma City, Oklahoma from August 1, 1998 through December
31, 1998 upon his presentation to the Company's Senior Vice
President and General Counsel of satisfactory evidence of such
payment by Stauth.  

               6.6   Automobile.  The Company will transfer title
to the 1996 Cadillac Seville (the "Automobile") Stauth was driving
on July 18, 1998 plus an amount for income taxes owed by Stauth as
a result of the receipt of the Automobile (the "Gross-Up Payment"). 
The Gross-Up Payment shall be an amount sufficient to cover payment
by Stauth of all federal and state income and payroll taxes
assessed on the value of the Automobile and on the Gross-Up Payment
(including any interest or penalties imposed with respect to such
taxes).  The amount of the Gross-Up Payment required to be paid to
Stauth shall be determined by Deloitte & Touche, Oklahoma City,
Oklahoma, which shall provide detailed supporting calculations both
to the Company and to Stauth within fifteen (15) business days from
a request by the Company or Stauth.  The Gross-Up Payment deter-
mined under this paragraph 6.6 shall be paid to Stauth within five
(5) days of the later of (i)  receipt of such determination and
(ii) transfer of title, but in no event more than thirty (30) days
after the transfer of title.  The cost of performing all calcula-
tions with respect to determination of the applicable Gross-Up
Payment shall be paid solely by the Company.

          7.   Release and Indemnification.  

               7.1   Stauth's Release of the Company.  Stauth
agrees to execute the General Release attached as Exhibit A
contemporaneously with signing this Agreement.  The General Release
(Exhibit A) shall except the obligations of the Company contained
in this Agreement.  Stauth represents to the Company that between
July 18, 1998 and the date he signs this Agreement and the General
Release, he has not filed nor commenced and has not authorized any
other person to file or commence on his behalf any affidavit,
charge, action or complaint against the Company with any court or
judicial or administrative agency.  Stauth further agrees that in
the event he may attempt to revoke, repudiate or rescind the
General Release at any time in the future, he shall immediately
return to the Company all of the payments and benefits received by
him under this Agreement and that return to the Company of such
payments and benefits shall be a contractual prerequisite to any
legal action brought or arbitration sought by Stauth.

               7.2   The Company's Release of Stauth.  The Company
agrees to execute the General Release attached as Exhibit B contem-
poraneously with signing this Agreement.  The General Release
(Exhibit B) shall except the obligations of Stauth as contained in
this Agreement.  The Company represents to Stauth that between July
18, 1998 and the date it signs this Agreement and the General
Release, it has not filed nor commenced and has not authorized any
other person to file or commence on its behalf any affidavit,
charge, action or complaint against Stauth with any court or
judicial or administrative agency.  Nothing in this paragraph,
however, is intended to modify or abrogate the consequences of
Stauth's breach of this Agreement, as described in paragraph 12.

               7.3   Indemnification of Stauth by the Company.  The
Company will indemnify Stauth with respect to any threatened,
pending or civil action, suit or proceeding, administrative or
investigative, in which he is or becomes a party by reason of his
status or former status as an officer or director of the Company or
one of its subsidiaries.  This commitment of indemnification shall
include expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in
connection with such actions, suits or proceedings; provided,
however, that this indemnification obligation shall be applicable
only in accordance with the Company's bylaws which permit such
indemnification of an officer or a director if the officer or
director acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interest of the Company and,
with respect to any criminal action or proceeding, had no reason-
able cause to believe that such conduct was unlawful.

          8.   Obligations Regarding Pending and Future Litigation. 
Stauth agrees to assist the Company and its representatives and
attorneys as reasonably requested with respect to pending and
future litigation, arbitrations or other dispute resolutions.  This
shall include, if requested, being available to the Company and its
representatives and attorneys for interviews, depositions and/or
trial or arbitration testimony related to any pending or future
litigation in which Stauth is or has been involved or with respect
to which Stauth has relevant information.  The Company will
reimburse Stauth for reasonable attorney's fees of counsel for
Stauth chosen by the Company.  The Company shall also reimburse
Stauth for his reasonable travel expenses and costs incurred as
part of his consultation and assistance.  In addition, after July
17, 2000, the Company will also pay Stauth a per diem of $1,000 for
each day or portion of more than 50% of a day Stauth, at the
request of the Company, assists the Company in matters as to which
Stauth is not a named defendant or alleged co-conspirator.

          9.   Noncompetition and Nonsolicitation Obligation.

               9.1   Noncompetition Clause.  Stauth agrees that for
a period of one (1) year following July 18, 1998, he shall not,
directly or indirectly, own any interest in, operate, control or
participate in, as a partner, director, a holder of more than 5% of
the outstanding voting shares, principal, officer, or agent of,
enter into the employment of, act as a consultant to, or perform
any services for any person, firm, business, or corporation which
is engaged in the food distribution and marketing business in any
state or market area in which the Company operates or supplies
customers; provided, however, this covenant may be waived in
writing by the Interim Chairman of the Board or the Chief Executive
Officer in the sole discretion of either of them to permit Stauth
to act as a consultant in the marketing business.

               9.2   Nonsolicitation of Employees.  Stauth agrees
that for a period of two (2) years following July 18, 1998, he will
neither directly nor indirectly solicit or attempt to solicit any
employee of the Company to terminate his/her employment, nor
solicit or attempt to solicit any employee of the Company to go to
work for another employer (including Stauth), nor hire any employee
of the Company to work for another employer (including Stauth).

               9.3   Acknowledgment of Reasonableness/Agreement to
Modification.  The Company and Stauth acknowledge that they have
attempted to specify a reasonable period of time, a reasonable area
and reasonable restrictions to which this covenant not to compete
and covenant of nonsolicitation of employees shall apply.  The
Company and Stauth agree that if a court or arbitrator(s) should
subsequently determine that the scope and terms of either the
covenant not to compete or the covenant of nonsolicitation of
employees is greater than reasonably necessary to protect the
Company's interest, the Company will waive those terms which are
found by a court or arbitrator(s) to be greater than reasonably
necessary to protect the Company's interest, and the Company and
Stauth shall request that the court or arbitrator(s) reform this
Agreement specifying a reasonable period of time and such other
reasonable restrictions as the court or arbitrator(s) deem
necessary and enforceable.

          10.  Other Precluded Employment.  Stauth agrees that,
except with the prior written consent of the Company, he will not
at any time hereafter be employed or otherwise act as an "expert
witness" or "consultant" or in any similar capacity in any
litigation, arbitration, regulatory or agency hearing or other
adversarial and investigatory proceeding involving the Company.

          11.  Property and Information of the Company.

               11.1  Return and Restriction on Use of Company
Property.  Stauth acknowledges that from time to time in the course
of performing his duties as a director and officer of the Company,
he has had an opportunity to inspect and use certain exclusive
property of the Company, in which he has no right or proprietary
interest.  Stauth has returned or will immediately return all
Company property, except as otherwise provided in this Agreement,
including without limitation any of the Company information
described in subparagraph 11.2.

               11.2  Restriction on Use of Company Information.
Stauth agrees that he will not at any time hereafter make any
independent use of or disclose to any other person or organization
any of the Company's confidential, private or proprietary informa-
tion.  This prohibition shall apply to any information concerning
the Company including without limitation both written and unwritten
information relating to operations; business planning and strategy;
finance; accounting; legal strategies; sales; personnel, salaries
and management; customer names, addresses and contracts; customer
requirements; costs of providing products and service; operating
and maintenance costs; and pricing matters.  This prohibition shall
also apply to any trade secrets of the Company, including without
limitation any techniques, methods, processes, data and similar
information.

          12.  Conditions to Continued Payments and Benefits. 
Stauth agrees that the Company's continuing obligations and his
retention of any severance or other payments or benefits to be
provided by the Company under this Agreement and to which he is not
otherwise entitled shall be contingent not only upon his execution
of the General Release described in paragraph 7.1, but also his
ongoing compliance with his obligations described elsewhere in this
Agreement, including without limitation, the obligations specified
in paragraphs 8, 9, 10, 11 and 13.  Accordingly, Stauth agrees that
any material breach of his obligations under this Agreement at any
time in the future shall entitle the Company to cease all payments
and benefits otherwise to be made or provided under this Agreement
and shall also entitle the Company to obtain immediate reimburse-
ment from Stauth of any and all such payments and the value of such
benefits as he has previously received hereunder and to which he is
not otherwise entitled.

          13.  Confidentiality of Agreement.  The parties represent
that, except for Stauth's discussions with his spouse, the
Company's discussions with the Compensation Committee, the Board
and certain Fleming associates on a need to know basis, and each of
their discussions with their respective attorneys, accountants or
other professional, confidential consultants, they have not
disclosed any details or specific provisions of the negotiations
with respect to this Agreement, nor its terms with any third
parties at any time prior to the execution hereof.  The parties
further agree to maintain such negotiations and the terms of this
Agreement in confidence in the future and not to disclose such
information to third parties at any time, except as required to
obtain tax advice or, as mandated by the rules and regulations of
the Securities Exchange Commission or other government agency, for
purposes of enforcement of this Agreement or pursuant to court
order.

          14.  Future Comments and Public Statements.  The Company
and Stauth agree not to make any comments in the future with
respect to the other which would disparage or be likely to cause
harm to the good name and reputation of the other, including the
subsidiaries, officers, directors and associates of the Company. 
The Company and Stauth further agree that any public information
releases or statements relating to Stauth and the Company, except
such public statements and filings as are mandated by the rules and
regulations of the Securities Exchange Commission or other
government agency, shall be prepared through coordination between
them and/or their attorneys and shall be mutually agreeable to both
parties prior to release.

          15.  Arbitration of Disputes.  The parties agree that the
subject matter of this Agreement relates to interstate commerce. 
All disputes, claims or controversies between Stauth and the
Company arising out of or related to this Agreement or out of the
parties' prior employment relationship shall be settled by arbi-
tration as provided herein.  This agreement to arbitrate shall
survive the termination or rescission of this Agreement.  All
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 to another loca-
tion.  The decision of the arbitrator(s) will be enforceable in any
court of competent jurisdiction.  In the event the Company is the
prevailing party in such an arbitration, each party shall bear
its/his own costs and attorneys' fees in connection with the
arbitration; if, however, Stauth is the prevailing party in such
arbitration, the Company shall pay his reasonable costs and
attorneys' fees.  The parties agree that punitive, liquidated or
indirect damages shall not be awarded by the arbitrator(s). 
Nothing in this agreement to arbitrate shall preclude either party
from obtaining injunctive relief from a court of competent
jurisdiction prohibiting any on-going breaches by the other of his
(its) continuing obligations pending arbitration.

          16.  No Representations.  In executing this Agreement and
the General Releases attached as Exhibits A and B, it is understood
and expressly agreed that, except for representations specifically
made in this Agreement, the parties shall rely solely on their own
independent analysis, judgment, belief and knowledge and the advice
of their respective attorneys.  The parties represent to one
another that they have not been influenced in any way whatsoever in
executing this Agreement and the attached Exhibits A and B by any
representations made by the other or the other's attorneys or
representatives.  The parties and their attorneys expressly except
and assume the risk that their independent analysis and their own
judgments, beliefs and knowledge on which they rely in executing
this Agreement and the General Releases attached as Exhibits A and
B may prove to be inaccurate or different and expressly agree that
the terms of this Agreement shall be in all respects effective and
not subject to termination or rescission by any such inaccuracy or
difference.

          17.  Successors Bound; Assignability.  This Agreement
shall be binding on Stauth and the Company and their respective
heirs, successors and assigns, including without limitation any
corporation or other entity into which the Company may be merged,
reorganized or liquidated, or by which it may be acquired.  The
Company's obligations under this Agreement may be assigned without
limitation; however, as the obligations to be performed and the
services to be rendered by Stauth under this Agreement are unique
based upon his skills and qualifications, Stauth's obligations
under this Agreement may not be assigned nor may Stauth's right to
receive various amounts of money be assigned, pledged, mortgaged
nor hypothecated in any manner whatsoever.

          18.  Taxation.  All payments made to Stauth in accordance
with paragraphs 2.1 (Salary Replacement Amount), 2.2 (EVA Target
Bonus), 2.3 (Bonus Bank), 2.4 (Accrued Vacation), 3 (Stock
Options), 4 (Restricted Stock Awards), 5 (The Past Service Plan),
6.1 (The Excess Plan), 6.2 (Life Insurance), 6.3 (Medical Insurance
Premium Reimbursement), 6.4 (Relocation/Home Sale Allowance), 6.5
(Country Club), 6.6 (Automobile) and any other payment required
under this Agreement will be reduced by or Stauth will pay
applicable withholding and employment taxes (FICA) and Medicare
taxes, as assessed under the IRC and the regulations promulgated
thereunder, and the applicable state tax laws.  The amount of such
reduction for applicable withholding and employment taxes (FICA)
and Medicare taxes shall be determined by the Company in accordance
with the IRC and the regulations promulgated thereunder and the
applicable state tax laws and the regulations promulgated there-
under as interpreted by the Company in its sole discretion.  It is
further agreed by Stauth, in the event it is determined that any
additional FICA or Medicare taxes are due by the Company with
respect to payments which have been or are to be made to Stauth
under this Agreement or any plan, program or agreement referenced
under this Agreement, and if such taxes have not previously been
withheld by the Company, then, Stauth shall reimburse the Company
for such taxes.  In the event that Stauth fails to reimburse the
Company for such taxes, within five (5) days from the Company's
request, the Company may offset the amount of such taxes from sums
which are to be paid Stauth under this Agreement or under any plan,
program or agreement referenced in this Agreement.

          19.  Severability.  In the event that any one or more of
the provisions of this Agreement or any word, phrase, clause,
sentence or any portion thereof shall be deemed to be illegal or
unenforceable for any reason, such provision or portion shall be
modified or deleted in such a manner as to make this Agreement, as
modified, legal and enforceable to the fullest extent permitted
under applicable law.

          20.  Entire Agreement.  This Agreement supersedes all
prior agreements or understandings and, together with the General
Releases attached as Exhibits A and B, constitutes the entire
Agreement between the Company and Stauth with regard to the subject
matter hereof.  There are no agreements, understandings, specific
restrictions, warranties or representations relating to such
subject matter between the parties (or any of their respective
representatives or agents) other than those set forth herein.

          21.  Counterparts.  This Agreement may be executed in two
or more counterparts, each of which will take effect as an original
and all of which shall evidence one and the same Agreement.

          22.  Amendment and Modification.  This Agreement may only
be amended, modified or terminated prior to the end of its term by
the mutual agreement of the parties.  Such agreement by the Company
shall be made by the affirmative vote of a majority of the
Compensation Committee.

          23.  No Admission of Wrongdoing.  Nothing in this
Agreement shall be construed in any way as an admission by the
Company of any act, practice or policy of discrimination or a
breach of contract, in violation of law or otherwise.

          24.  Notices.  All notices and other communications
hereunder shall be in writing and shall be given by hand delivery
to the other party or by telefacsimile transmission, registered or
certified mail, return receipt requested, postage prepaid,
addressed as follows:

               If to Stauth:

               Mr. Robert E. Stauth
               12501 Bocage Drive
               Oklahoma City, Oklahoma  73142
               Fax:  (312) 609-5005 (in care of Vedder, Price,
                     Kaufman & Kammholz)

               With a copy to:

               Vedder, Price, Kaufman & Kammholz
               222 North La Salle Street
               Chicago, Illinois  60601-1003
               Attention: Robert J. Stucker, Esq.
                          William F. Walsh, Esq.
               Fax:  (312) 609-5005

               If to the Company:
               Fleming Companies, Inc.
               6301 Waterford Blvd.
               P. O. Box 26647
               Oklahoma City, OK  73126

               Attention:   David R. Almond, Senior Vice President,
                              General Counsel and Secretary
               Fax:  (405) 841-8504

               With a copy to:

               McAfee & Taft A Professional Corporation
               Tenth Floor, Two Leadership Square
               211 N. Robinson
               Oklahoma City, OK  73102-7103
               Attention:  John M. Mee, Esq.
               Fax:  (405) 235-0439

                     and 

               Wachtell, Lipton, Rosen & Katz
               51 West 52nd Street
               New York, New York 10019-6150
               Attention:  Michael S. Katzke, Esq.
               Fax:  (212) 403-2345

or to such other address as either party shall have furnished to
the other in writing in accordance herewith.  Notice and communica-
tions shall be effective when actually received by the addressee.

          25.  Governing Law.  Except as provided in paragraph 15,
the terms of this Agreement shall be governed by and construed in
accordance with the laws of the State of Oklahoma.

          EXECUTED the day and year first above written.


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


                              By  WILLIAM J. DOWD
                                  William J. Dowd
                                  President and Chief Operating
                                    Officer



"STAUTH"                      ROBERT E. STAUTH
                              Robert E. Stauth

<PAGE>
                       APPROVAL AND ADOPTION

          The foregoing Settlement and Severance Agreement
between Fleming Companies, Inc. and Robert E. Stauth is hereby
approved, ratified and adopted this 28th day of August, 1998.

                                COMPENSATION AND ORGANIZATION
                                COMMITTEE


                                By  GUY A. OSBORN
                                    Guy A. Osborn, Chairman
<PAGE>

                            EXHIBIT A


          NOTICE:  Various State and Federal laws, including
Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act, the Americans With Disabilities Act and the
Veterans Reemployment Rights Act, prohibit employment discrimina-
tion based on age, sex, race, color, national origin, religion or
disability or veteran status.  These laws are enforced through
the Equal Opportunity Employment Commission (EEOC), the United
States Department of Labor and state human rights commissions, or
similar agencies.  Before executing this General Release, you
should review it carefully and consult with your lawyer.  You
have up to twenty-one (21) days to decide whether you wish to
sign it.  Further, you may revoke this General Release within
seven (7) days following execution and this General Release shall
not become effective or enforceable until that revocation period
has expired.  Any revocation must be in writing and must be
received by David R. Almond, Senior Vice President, General
Counsel and Secretary, Fleming Companies, Inc., 6301 Waterford
Boulevard, Oklahoma City, Oklahoma 73126, within the seven-day
period following execution of this General Release.

-----------------------------------------------------------------

                         GENERAL RELEASE

          In consideration of the terms and provisions of the
Settlement and Severance Agreement and other consideration
offered to me by Fleming Companies, Inc. ("Fleming") as described
therein entered into as of August 28, 1998 (the "Agreement"), and
the benefits I will receive thereunder, I, on behalf of myself
and my heirs, successors and assigns, release and discharge
Fleming, its parent, successors, affiliates, subsidiaries,
partners, employees, officers, directors and agents (hereinafter
referred to collectively as the "Company") from all claims,
liabilities, demands and causes of action known or unknown, fixed
or contingent, which I may now have or claim to have against the
Company as a result of my past employment and the termination of
that relationship with the Company or otherwise with respect to
any acts, omissions or events occurring prior to the execution of
this General Release, and do hereby covenant not to file a
lawsuit to assert such claims.  This includes but is not limited
to claims arising under Federal, State, or local laws prohibiting
employment discrimination (including the Age Discrimination in
Employment Act), relating to any prior written or oral contracts
pertaining to employment or severance or growing out of any legal
or equitable restrictions on the Company's rights not to continue
an employment relationship with its employees, claims for unem-
ployment insurance benefits from the Oklahoma Employment Security
Commission or other similar agencies in Oklahoma or any other
state, claims under the Oklahoma Worker's Compensation Act or
other similar statutes in Oklahoma or any other state, but not to
include any claims under the Employee Retirement Income Security
Act with regard to vested rights in any of the Company's quali-
fied retirement plans.  In addition, I hereby waive any rights
that I may have under the Age Discrimination in Employment Act as
a result of my past employment and the severance of that rela
tionship.  This General Release excepts the obligations of the
Company as contained in the Agreement.

          I have carefully reviewed and fully understand all the
provisions of the arrangement as described in the Agreement, this
General Release, and the foregoing Notice, which set forth the
entire agreement between me and the Company.  I acknowledge that
the Company has given me a 21-day period which began on September
4, 1998, to consider this General Release and the Agreement and
has advised me to seek independent legal advice as to these
matters.  I further acknowledge that I have not relied upon any
representation or statement, oral or written, by the Company not
set forth in those materials and documents.

          DATED this 4th day of September, 1998.


                              ----------------------------------
                              Robert E. Stauth



STATE OF OKLAHOMA    )
                     ) ss:
COUNTY OF OKLAHOMA   )

          The foregoing instrument was acknowledged before me
this 4th day of September, 1998, by Robert E. Stauth.



                                  --------------------------------
                                        Notary Public
My commission expires:

---------------------                     

[SEAL]

<PAGE>
                            EXHIBIT B

                         GENERAL RELEASE


          Fleming Companies, Inc. (the "Company"), for itself and
on behalf of its subsidiaries, predecessors, successors, offi-
cers, directors, shareholders, agents, employees, representa-
tives, heirs, successors, assigns, attorneys and insurers, hereby
fully releases, acquits and forever discharges Robert E. Stauth
("Stauth"), his agents, representatives, heirs, successors,
assigns, attorneys and insurers from any and all claims, demands
and causes of action, for damages, or any other relief, in law or
equity, arising out of, attributable to or related to the employ-
ment of Stauth by the Company and for his acting as an officer
and director of the Company with respect to any acts, omissions
or events occurring prior to the execution of this General
Release.  This General Release excepts (i) the obligations of
Stauth as contained in that certain Settlement and Severance
Agreement between the Company and Stauth dated as of August 28,
1998, and (ii) Earl Gene Cauley, Jr. v. Robert E. Stauth, et al.,
CIV 96-1679-M and Richard Rosenberg v. Robert E. Stauth, et al.,
CIV 96-1808-M, both pending in the United States District Court
for the Western District of Oklahoma, and any successor or other
derivative case or cases making the same or similar allegations.

          DATED this 4th day of September, 1998.

                              FLEMING COMPANIES, INC.


                              By   
                                  David R. Almond
                                  Senior Vice President,
                                    General Counsel and Secretary
 

STATE OF OKLAHOMA    )
                     ) ss:
COUNTY OF OKLAHOMA   )

          The foregoing instrument was acknowledged before me
this 4th day of September, 1998, by David R. Almond as Senior
Vice President, General Counsel and Secretary of Fleming
Companies, Inc.


                                 ---------------------------------
                                        Notary Public
My commission expires:

----------------------                     

[SEAL]