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                                                                  CONFORMED COPY

                    SECURITY AGREEMENT dated as of July 25, 1997 among FLEMING
               COMPANIES, INC.  an Oklahoma corporation (the "BORROWER"), each
               subsidiary of the Borrower listed on Schedule I hereto or
               becoming a party hereto as provided herein (each such subsidiary
               individually a "SUBSIDIARY GRANTOR" and collectively, the
               "SUBSIDIARY GRANTORS"; the Subsidiary Grantors and the Borrower
               are referred to collectively herein as the "GRANTORS") and THE
               CHASE MANHATTAN BANK, a New York banking corporation ("CHASE"),
               as collateral agent ("COLLATERAL AGENT") for the Secured Parties
               (as defined herein).

          Reference is made to (a) the Credit Agreement dated as of July 25, 
1997 (as amended, supplemented or otherwise modified from time to time, the 
"CREDIT AGREEMENT"), among the Borrower, the Lenders (such term and each 
other capitalized term used but not otherwise defined herein being defined as 
provided in Article I) from time to time party thereto, Chase, as 
Administrative Agent for the Lenders and Collateral Agent, BancAmerica 
Securities, Inc., as Syndication Agent, and Societe Generale, as 
Documentation Agent, and (b) the Guarantee Agreement dated as of July 25, 
1997 (as amended, supplemented or otherwise modified from time to time, the 
"GUARANTEE AGREEMENT"), among the Guarantors (as defined therein) and the 
Collateral Agent.

          The Lenders have agreed to make Loans to the Borrower, and the 
Issuing Banks have agreed to issue Letters of Credit for the account of the 
Borrower, pursuant to, and upon the terms and subject to the conditions 
specified in, the Credit Agreement.  Each of the Guarantors has agreed to 
guarantee, among other things, all the obligations of the Borrower under the 
Credit Agreement.  The obligations of the Lenders to make Loans and of the 
Issuing Banks to issue Letters of Credit are conditioned upon, among other 
things, the execution and delivery by the Grantors of an agreement in the 
form hereof to secure (a) the due and punctual payment by the Borrower of (i) 
the principal of and premium, if any, and interest (including interest 
accruing during the pendency of any bankruptcy, insolvency, receivership or 
other similar proceeding, regardless of whether allowed or allowable in such 
proceeding) on the Loans, when and as due, whether at maturity, by 
acceleration, upon one or more dates set for prepayment or otherwise, (ii) 
each payment required to be made by the Borrower under the Credit Agreement 
in respect of any Letter of Credit, when and as due, including payments in 
respect of reimbursement of disbursements, interest thereon and obligations 
to provide cash collateral and (iii) all other monetary obligations, 
including fees, costs, expenses and indemnities, whether primary, secondary, 
direct, contingent, fixed or otherwise (including monetary obligations 
incurred during the pendency of any bankruptcy, insolvency, receivership or 
other similar proceeding, regardless of whether allowed or allowable in such 
proceeding), of the Borrower to the Secured Parties under the Credit 
Agreement and the other Loan Documents, (b) the due and punctual performance 
of all covenants, 

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agreements, obligations and liabilities of the Borrower under or pursuant to 
the Credit Agreement and the other Loan Documents, (c) the due and punctual 
payment and performance of all the covenants, agreements, obligations and 
liabilities of each Loan Party under or pursuant to this Agreement and the 
other Loan Documents and (d) the due and punctual payment and performance of 
all obligations of the Borrower under each Hedging Agreement entered into 
with any counterparty that was a Lender at the time such Hedging Agreement 
was entered into or that is a Lender on the date hereof (all the monetary and 
other obligations described in the preceding clauses (a) through (d) being 
collectively called the "OBLIGATIONS").

          Accordingly, the Grantors and the Collateral Agent, on behalf of 
itself and each Secured Party (and each of their respective successors or 
assigns), hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          SECTION 1.01.  DEFINITION OF TERMS USED HEREIN.  Unless the context 
otherwise requires, all capitalized terms used but not defined herein shall 
have the meanings set forth in the Credit Agreement.

          SECTION 1.02.  DEFINITION OF CERTAIN TERMS USED HEREIN.  As used 
herein, the following terms shall have the following meanings:

          "ACCOUNT DEBTOR" means any person who is or who may become 
obligated to any Grantor under, with respect to or on account of an Account.

          "ACCOUNTS" mean any and all right, title and interest of any 
Grantor to payment for goods and services sold or leased, including any such 
right evidenced by chattel paper, whether due or to become due, whether or 
not it has been earned by performance, and whether now or hereafter acquired 
or arising in the future, excluding accounts receivable from Affiliates of 
the Grantors and Financing Notes.

          "ACCOUNTS RECEIVABLE" means all Accounts and all right, title and 
interest in any returned goods, together with all rights, titles, securities 
and guarantees with respect thereto, including, without limitation, any 
rights to stoppage in transit, replevin, reclamation and resales, and all 
related security interests, liens and pledges, whether voluntary or 
involuntary, and any liens or security interests taken in an Account Debtor 
to secure any Accounts, in each case whether now existing or owned or 
hereafter arising or acquired.

          "COLLATERAL" means all (a) Accounts Receivable, (b) Documents, (c) 
Inventory and (d) Proceeds.

          "CREDIT AGREEMENT" shall have the meaning assigned to such term in 
the preliminary statement of this Agreement.


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          "DOCUMENTS" mean all instruments, files, records, ledger sheets and 
documents covering or relating to any of the Collateral.

          "GRANTORS" means the Borrower and each Subsidiary listed on 
Schedule I hereto, as modified from time to time in accordance with Section 
4.02(a) and Section 7.15.

          "INVENTORY" means all goods of any Grantor, whether now owned or 
hereafter acquired, held for sale or lease, or furnished or to be furnished 
by any Grantor under contracts of service, or consumed in any Grantor's 
business, including raw materials, intermediates, work in process, packaging 
materials, finished goods, semi-finished inventory, scrap inventory, 
manufacturing supplies and spare parts, and all such goods that have been 
returned to or repossessed by or on behalf of any Grantor.

          "OBLIGATIONS" shall have the meaning assigned to such term in the 
preliminary statement of this Agreement.

          "PERFECTION CERTIFICATE" means a certificate substantially in the 
form of Annex 1 hereto, completed and supplemented with the schedules and 
attachments contemplated thereby, and duly executed by a Financial Officer of 
the Borrower.

          "PROCEEDS" shall mean any consideration received from the sale, 
exchange, lease or other disposition of any asset or property that 
constitutes Collateral, any value received as a consequence of the possession 
of any Collateral and any payment received from any insurer or other person 
or entity as a result of the destruction, loss, theft, damage or other 
involuntary conversion of whatever nature of any asset or property which 
constitutes Collateral, including any and all amounts from time to time paid 
or payable under or in connection with any of the Collateral.

          "SECURED PARTIES" means (a) the Lenders, (b) the Administrative 
Agent, (c) the Collateral Agent, (d) the Issuing Banks, (e) each counterparty 
to a Hedging Agreement entered into with the Borrower if such counterparty 
was a Lender at the time the Hedging Agreement was entered into or that is a 
Lender on the date hereof, (f) the beneficiaries of each indemnification 
obligation undertaken by any Grantor under any Loan Document and (g) the 
successors and assigns of each of the foregoing.

          "SECURITY INTEREST" shall have the meaning assigned to such term in 
Section 2.01.

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


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                                   ARTICLE II

                                SECURITY INTEREST

          SECTION 2.01.  SECURITY INTEREST.  As security for the payment or 
performance, as the case may be, in full of the Obligations, each Grantor 
hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, 
hypothecates and transfers to the Collateral Agent, its successors and 
assigns, for the ratable benefit of the Secured Parties, and hereby grants to 
the Collateral Agent, its successors and assigns, for the ratable benefit of 
the Secured Parties, a security interest in, all of such Grantor's right, 
title and interest in, to and under the Collateral (the "Security Interest"). 
 Without limiting the foregoing, the Collateral Agent is hereby authorized to 
file one or more financing statements, continuation statements or other 
documents for the purpose of perfecting, confirming, continuing, enforcing or 
protecting the Security Interest granted by each Grantor, without the 
signature of any Grantor, and naming any Grantor or the Grantors as debtors 
and the Collateral Agent as secured party.

          SECTION 2.02.   NO ASSUMPTION OF LIABILITY.  The Security Interest 
is granted as security only and shall not subject the Collateral Agent or any 
other Secured Party to, or in any way alter or modify, any obligation or 
liability of any Grantor with respect to or arising out of the Collateral.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          The Grantors jointly and severally represent and warrant to the 
Collateral Agent and the Secured Parties that:

          SECTION 3.01.   TITLE AND AUTHORITY.   Each Grantor has good and 
valid rights in and title to the Collateral with respect to which it has 
purported to grant a Security Interest hereunder and has full power and 
authority to grant to the Collateral Agent the Security Interest in such 
Collateral pursuant hereto and to execute, deliver and perform its 
obligations in accordance with the terms of this Agreement, without the 
consent or approval of any other person other than any consent or approval 
which has been obtained.

          SECTION 3.02.  FILINGS.  The Perfection Certificate has been duly 
prepared, completed and executed and the information set forth therein is 
correct and complete.  Fully executed Uniform Commercial Code financing 
statements or other appropriate filings containing a description of the 
Collateral have been delivered to the Collateral Agent for filing in each 
governmental, municipal or other office specified in Schedule 6 to the 
Perfection Certificate, which are all the filings that are necessary to 
publish notice of and protect the validity of and to establish a legal, valid 
and perfected security interest in favor of the Collateral Agent (for the 
ratable benefit of the Secured Parties) in respect of all Collateral in which 
the Security Interest may be perfected by filing in the United States (or 


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any political subdivision thereof) and its territories and possessions, and 
no further or subsequent filing or  refiling is necessary in any such 
jurisdiction, except as provided under applicable law with respect to the 
filing of continuation statements.

          SECTION 3.03.   VALIDITY OF SECURITY INTEREST.   The Security 
Interest constitutes (a) a legal and valid security interest in all the 
Collateral securing the payment and performance of the Obligations and (b) 
subject to the filings described in Section 3.02 above, a perfected security 
interest in all Collateral in which a security interest may be perfected by 
filing, recording or registering a financing statement or analogous document 
in the United States (or any political subdivision thereof) and its 
territories and possessions pursuant to the Uniform Commercial Code or other 
applicable law in such jurisdictions. The Security Interest is and shall be 
prior to any other Lien on any of the Collateral, other than Liens that are 
permitted to exist under paragraphs (b), (c), (e), (f) and (h) of Section 
6.01 of the Credit Agreement and Liens that are permitted under Section 
6.01(g) of the Credit Agreement that arise in connection with paragraphs (b), 
(c), (e) and (f) of such Section.

          SECTION 3.04.   ABSENCE OF OTHER LIENS.  The Collateral is owned by 
the Grantors free and clear of any Lien, except for Liens expressly permitted 
pursuant to Section 6.01 of the Credit Agreement.  No Grantor has filed or 
consented to the filing of (a) any financing statement or analogous document 
under the Uniform Commercial Code or any other applicable laws covering any 
Collateral or (b) any assignment in which any Grantor assigns any Collateral 
or any security agreement or similar instrument covering any Collateral with 
any foreign governmental, municipal or other office, which financing 
statement or analogous document, assignment, security agreement or similar 
instrument is still in effect, except, in each case, for Liens expressly 
permitted pursuant to Section 6.01 of the Credit Agreement.

                                   ARTICLE IV

                                    COVENANTS

          SECTION 4.01.  CHANGE OF NAME; LOCATION OF COLLATERAL; RECORDS; 
PLACE OF BUSINESS.  (a)  Each Grantor agrees promptly to notify the 
Collateral Agent in writing of any change (i) in its corporate name or in any 
trade name used to identify it in the conduct of its business or in the 
ownership of its properties, (ii) in the location of its chief executive 
office, its principal place of business, any office in which it maintains 
books or records relating to Collateral owned by it or any office or facility 
at which Collateral owned by it is located (including the establishment of 
any such new office or facility), (iii) in its identity or corporate 
structure or (iv) in its Federal Taxpayer Identification Number.  Each 
Grantor agrees not to effect or permit any change referred to in the 
preceding sentence unless all filings have been made under the Uniform 
Commercial Code or otherwise that are required in order for the Collateral 
Agent to continue at all times following such change to 

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have a valid, legal and perfected first priority security interest in all the 
Collateral. Each Grantor agrees promptly to notify the Collateral Agent if 
any material portion of the Collateral owned or held by such Grantor is 
damaged or destroyed. 
 

          (b)  Each Grantor agrees to maintain, at its own cost and expense, 
such complete and accurate records with respect to the Collateral owned by it 
as is consistent with its current practices and in accordance with such 
prudent and standard practices used in industries that are the same as or 
similar to those in which such Grantor is engaged, but in any event to 
include complete accounting records indicating all payments and proceeds 
received with respect to any part of the Collateral, and, at such time or 
times as the Collateral Agent may reasonably request, promptly to prepare and 
deliver to the Collateral Agent a duly certified schedule or schedules in 
form and detail satisfactory to the Collateral Agent showing the identity, 
amount and location of any and all Collateral.

          SECTION 4.02.  PERIODIC CERTIFICATION.  Each year, at the time of 
delivery of annual financial statements with respect to the preceding fiscal 
year pursuant to Section 5.01(a) of the Credit Agreement, the Borrower shall 
deliver to the Collateral Agent a certificate executed by a Financial Officer 
(a) setting forth the information required pursuant to Section 2 of the 
Perfection Certificate or confirming that there has been no change in such 
information since the date of such certificate or the date of the most recent 
certificate delivered pursuant to this Section 4.02 and (b) certifying that 
all Uniform Commercial Code financing statements or other appropriate 
filings, including all refilings (other than continuation statements), 
containing a description of the Collateral have been filed of record in each 
governmental, municipal or other appropriate office in each jurisdiction 
identified pursuant to clause (b) above to the extent necessary to protect 
and perfect the Security Interest.
          
          SECTION 4.03.  PROTECTION OF SECURITY.  Each Grantor shall, at its 
own cost and expense, take any and all actions necessary to defend title to 
the Collateral against all persons and to defend the Security Interest of the 
Collateral Agent in the Collateral and the priority thereof against any Lien 
not expressly permitted pursuant to Section 6.01 of the Credit Agreement.

          SECTION 4.04.   FURTHER ASSURANCES.  Each Grantor agrees, at its 
own expense, to execute, acknowledge, deliver and cause to be duly filed all 
such further instruments and documents and take all such actions as the 
Collateral Agent may from time to time request to better assure, preserve, 
protect and perfect the Security Interest and the rights and remedies created 
hereby, including the payment of any fees and taxes required in connection 
with the execution and delivery of this Agreement, the granting of the 
Security Interest and the filing of any financing statements or other 
documents in connection herewith or therewith.  If any amount payable under 
or in connection with any of the Collateral shall be or become evidenced by 
any 

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promissory note or other instrument, such note or instrument shall be 
immediately pledged and delivered to the Collateral Agent, duly endorsed in a 
manner satisfactory to the Collateral Agent.

          SECTION 4.05.  INSPECTION AND VERIFICATION.  The Collateral Agent 
and such persons as the Collateral Agent may reasonably designate shall have 
the right to inspect the Collateral, all records related thereto (and to make 
extracts and copies from such records) and the premises upon which any of the 
Collateral is located, to discuss the Grantors' affairs with the officers of 
the Grantors and their independent accountants and to verify under reasonable 
procedures the validity, amount, quality, quantity, value, condition and 
status of, or any other matter relating to, the Collateral, including, in the 
case of Accounts or Collateral in the possession of any third person, by 
contacting Account Debtors or the third person possessing such Collateral for 
the purpose of making such a verification.  The Grantors shall bear the cost 
and expense of any such inspection and verification that is conducted once 
per  year or upon the occurrence and during the continuance of an Event of 
Default.  The Collateral Agent shall have the absolute right to share any 
information it gains from such inspection or verification with any Secured 
Party (it being understood that any such information shall be deemed to be 
"Information" subject to the provisions of Section 9.12 of the Credit 
Agreement).

          SECTION 4.06.  TAXES; ENCUMBRANCES.  At its option and upon giving 
10 days' written notice to the Borrower, the Collateral Agent may discharge 
past due taxes, assessments, charges, fees, Liens, security interests or 
other encumbrances at any time levied or placed on the Collateral and not 
permitted pursuant to Section 6.01 of the Credit Agreement, and may pay for 
the maintenance and preservation of the Collateral to the extent any Grantor 
fails to do so as required by the Credit Agreement or this Agreement, and 
each Grantor jointly and severally agrees to reimburse the Collateral Agent 
on demand for any payment made or any expense incurred by the Collateral 
Agent pursuant to the foregoing authorization; PROVIDED, HOWEVER, that 
nothing in this Section 4.06 shall be interpreted as excusing any Grantor 
from the performance of, or imposing any obligation on the Collateral Agent 
or any Secured Party to cure or perform, any covenants or other promises of 
any Grantor with respect to taxes, assessments, charges, fees, Liens, 
security interests or other encumbrances and maintenance as set forth herein 
or in the other Loan Documents.

          SECTION 4.07.  CONTINUING OBLIGATIONS OF THE GRANTORS.   Each 
Grantor shall remain liable to observe and perform all the conditions and 
obligations to be observed and performed by it under each contract, agreement 
or instrument relating to the Collateral, all in accordance with the terms 
and conditions thereof, and each Grantor jointly and severally agrees to 
indemnify and hold harmless the Collateral Agent and the Secured Parties from 
and against any and all liability for such performance.


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          SECTION 4.08.  USE AND DISPOSITION OF COLLATERAL.   None of the 
Grantors shall make or permit to be made an assignment, pledge or 
hypothecation of the Collateral or shall grant any other Lien in respect of 
the Collateral, except as expressly permitted by Section 6.01 of the Credit 
Agreement.  None of the Grantors shall make or permit to be made any transfer 
of the Collateral and each Grantor shall remain at all times in possession of 
the Collateral owned by it, except that (a) Inventory may be sold in the 
ordinary course of business and (b) unless and until the Collateral Agent or 
the Required Lenders shall notify the Grantors that an Event of Default shall 
have occurred and be continuing and that during the continuance thereof the 
Grantors shall not sell, convey, lease, assign, transfer or otherwise dispose 
of any Collateral (which notice may be given by telephone if promptly 
confirmed in writing), the Grantors may use and dispose of the Collateral in 
any lawful manner not inconsistent with the provisions of this Agreement, the 
Credit Agreement or any other Loan Document.

          SECTION 4.09.  LIMITATION ON MODIFICATION OF ACCOUNTS.   None of 
the Grantors will, without the Collateral Agent's prior written consent, 
grant any extension of the time of payment of any of the Accounts Receivable, 
compromise, compound or settle the same for less than the full amount 
thereof, release, wholly or partly, any person liable for the payment thereof 
or allow any credit or discount whatsoever thereon, other than extensions, 
credits, discounts, compromises or settlements granted or made in the 
ordinary course of business and consistent with its current practices and in 
accordance with such prudent and standard practices used in industries that 
are the same as or similar to those in which such Grantor is engaged.

          SECTION 4.10.  INSURANCE.  The Grantors shall at all times keep the 
Inventory insured at the Grantors' own expense, to the Collateral Agent's 
reasonable satisfaction, against fire, theft and all other risks to which the 
Collateral may be subject, in such amounts and with such deductibles as would 
be maintained by operators of businesses similar to the businesses of the 
Grantors. Within 30 days of the date hereof, each policy or certificate with 
respect to such insurance shall be endorsed to the Collateral Agent's 
satisfaction for the benefit of the Collateral Agent (including, without 
limitation, by naming the Collateral Agent as an additional insured and as 
provided in the next succeeding sentence) and such policy or certificate 
shall be delivered to the Collateral Agent.  Each such policy shall state 
that (i) it cannot be canceled without 30 days' prior written notice to the 
Collateral Agent, (ii) no claim in excess of $25,000,000 shall be settled 
with the insurance provider without the prior consent of the Collateral Agent 
and (iii) the Collateral Agent shall be a loss payee on any claim in excess 
of $25,000,000.  At least 10 days prior to the expiration of any such policy 
of insurance, the relevant Grantor shall deliver to the Collateral Agent 
either (1) an extension or renewal policy or an insurance certificate 
evidencing renewal or extension of such policy, or (2) notice that such 
policy has not been extended or renewed.  If such policy has not been 
extended or renewed, such Grantor agrees to 

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consult with the Collateral Agent, and to furnish any information that the 
Collateral Agent may request, as to the status of negotiations with such 
insurance provider.  If such Grantor shall fail to insure such Collateral in 
accordance with prudent industry practices or if such Grantor shall fail to 
so endorse and deposit, or to extend or renew prior to expiration, all such 
insurance policies or certificates with respect thereto, the Collateral Agent 
shall have the right (but shall be under no obligation) to advance funds to 
procure or renew or extend such insurance and such Grantor agrees to 
reimburse the Collateral Agent for all costs and expenses thereof, with 
interest on all such funds from the date advanced until paid in full at the 
rate specified in Section 2.13(c)(ii) of the Credit Agreement.

          SECTION 4.11.  CASUALTY.  Upon the occurrence and during the 
continuance of an Event of Default, the Collateral Agent, as directed by the 
Required Banks, shall have the option to apply any Net Proceeds of insurance 
received by it pursuant to this Agreement toward the payment of the 
Obligations in accordance with Section 6.02 hereof or to continue to hold 
such proceeds as additional collateral to secure the performance of the 
Obligations.  So long as no Event of Default shall have occurred and be 
continuing, the relevant Grantor shall have the option (i) to direct the 
Collateral Agent to apply any Net Proceeds of insurance received by it toward 
payment of the Obligations in accordance with Section 6.02 hereof or (ii) to 
elect, by delivery of written notice to the Collateral Agent, to apply such 
proceeds to the repair or replacement of the item or items of Collateral in 
respect of which such proceeds were received.  In the event that such Grantor 
elects to apply such proceeds to the repair or replacement of any item of 
Collateral pursuant to clause (ii) of the preceding sentence, the Collateral 
Agent shall release such proceeds as soon as practicable following its 
receipt of such Grantor's written notice of such election.  Such Grantor 
shall upon its receipt of such proceeds promptly commence and diligently 
continue to perform such repair or promptly effect such replacement.

          SECTION 4.12.  LEGEND.   Each Grantor shall legend, in form and 
manner satisfactory to the Collateral Agent, its Accounts Receivable and its 
books, records and documents evidencing or pertaining thereto to the extent 
such Accounts Receivable are evidenced by chattel paper, with an appropriate 
reference to the fact that such Accounts Receivable have been assigned to the 
Collateral Agent for the benefit of the Secured Parties and that the 
Collateral Agent has a security interest therein.

                                    ARTICLE V

                                POWER OF ATTORNEY

          Each Grantor irrevocably makes, constitutes and appoints the
Collateral Agent (and all officers, employees or agents designated by the
Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact,
and in such capacity the Collateral Agent shall have the right, with power of
substitution for each Grantor and in each 


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Grantor's name or otherwise, for the use and benefit of the Collateral Agent 
and the Secured Parties, upon either the termination  of the Commitments or 
acceleration of Loans pursuant to Article VII of the Credit Agreement (a) to 
receive, endorse, assign and/or deliver any and all notes, acceptances, 
checks, drafts, money orders or other evidences of payment relating to the 
Collateral or any part thereof; (b) to demand, collect, receive payment of, 
give receipt for and give discharges and releases of all or any of the 
Collateral; (c) to sign the name of any Grantor on any invoice or bill of 
lading relating to any of the Collateral; (d) to send verifications of 
Accounts Receivable to any Account Debtor; (e) to commence and prosecute any 
and all suits, actions or proceedings at law or in equity in any court of 
competent jurisdiction to collect or otherwise realize on all or any of the 
Collateral or to enforce any rights in respect of any Collateral; (f) to 
settle, compromise, compound, adjust or defend any actions, suits or 
proceedings relating to all or any of the Collateral; (g) to notify, or to 
require any Grantor to notify, Account Debtors to make payment directly to 
the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make 
any agreement with respect to or otherwise deal with all or any of the 
Collateral, and to do all other acts and things necessary to carry out the 
purposes of this Agreement, as fully and completely as though the Collateral 
Agent were the absolute owner of the Collateral for all purposes; PROVIDED, 
HOWEVER, that nothing herein contained shall be construed as requiring or 
obligating the Collateral Agent or any Secured Party to make any commitment 
or to make any inquiry as to the nature or sufficiency of any payment 
received by the Collateral Agent or any Secured Party, or to present or file 
any claim or notice, or to take any action with respect to the Collateral or 
any part thereof or the moneys due or to become due in respect thereof or any 
property covered thereby, and no action taken or omitted to be taken by the 
Collateral Agent or any Secured Party with respect to the Collateral or any 
part thereof shall give rise to any defense, counterclaim or offset in favor 
of any Grantor or to any claim or action against the Collateral Agent or any 
Secured Party.  It is understood and agreed that the appointment of the 
Collateral Agent as the agent and attorney-in-fact of the Grantors for the 
purposes set forth above is coupled with an interest and is irrevocable.  The 
provisions of this Section shall in no event relieve any Grantor of any of 
its obligations hereunder or under any other Loan Document with respect to 
the Collateral or any part thereof or impose any obligation on the Collateral 
Agent or any Secured Party to proceed in any particular manner with respect 
to the Collateral or any part thereof, or in any way limit the exercise by 
the Collateral Agent or any Secured Party of any other or further right which 
it may have on the date of this Agreement or hereafter, whether hereunder, 
under any other Loan Document, by law or otherwise.


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                                   ARTICLE VI

                                    REMEDIES

          SECTION 6.01.  REMEDIES UPON DEFAULT.   Upon the occurrence and 
during the continuance of an Event of Default, each Grantor agrees to deliver 
each item of Collateral to the Collateral Agent on demand, and it is agreed 
that the Collateral Agent shall have the right,  with or without legal 
process and with or without prior notice or demand for performance, to take 
possession of the Collateral and without liability for trespass to enter any 
premises where the Collateral may be located for the purpose of taking 
possession of or removing the Collateral and, generally, to exercise any and 
all rights afforded to a secured party under the Uniform Commercial Code or 
other applicable law. Without limiting the generality of the foregoing, each 
Grantor agrees that the Collateral Agent shall have the right, subject to the 
mandatory requirements of applicable law, to sell or otherwise dispose of all 
or any part of the Collateral, at public or private sale or at any broker's 
board or on any securities exchange, for cash, upon credit or for future 
delivery as the Collateral Agent shall deem appropriate.  Each purchaser at 
any such sale shall hold the property sold absolutely, free from any claim or 
right on the part of any Grantor, and each Grantor hereby waives (to the 
extent permitted by law) all rights of redemption, stay and appraisal which 
such Grantor now has or may at any time in the future have under any rule of 
law or statute now existing or hereafter enacted.

          The Collateral Agent shall give the Grantors 10 days' written 
notice (which each Grantor agrees is reasonable notice within the meaning of 
Section 9-504(3) of the Uniform Commercial Code as in effect in the State of 
New York or its equivalent in other jurisdictions) of the Collateral Agent's 
intention to make any sale of Collateral.  Such notice, in the case of a 
public sale, shall state the time and place for such sale and, in the case of 
a sale at a broker's board or on a securities exchange, shall state the board 
or exchange at which such sale is to be made and the day on which the 
Collateral, or portion thereof, will first be offered for sale at such board 
or exchange.  Any such public sale shall be held at such time or times within 
ordinary business hours and at such place or places as the Collateral Agent 
may fix and state in the notice (if any) of such sale.  At any such sale, the 
Collateral, or portion thereof, to be sold may be sold in one lot as an 
entirety or in separate parcels, as the Collateral Agent may (in its sole and 
absolute discretion) determine.  The Collateral Agent shall not be obligated 
to make any sale of any Collateral if it shall determine not to do so, 
regardless of the fact that notice of sale of such Collateral shall have been 
given.  The Collateral Agent may, without notice or publication, adjourn any 
public or private sale or cause the same to be adjourned from time to time by 
announcement at the time and place fixed for sale, and such sale may, without 
further notice, be made at the time and place to which the same was so 
adjourned.  In case any sale of all or any part of the Collateral is made on 
credit or for future delivery, the Collateral so sold may be retained by the 
Collateral 

                                       -11-

<PAGE>

Agent until the sale price is paid by the purchaser or purchasers thereof, 
but the Collateral Agent shall not incur any liability in case any such 
purchaser or purchasers shall fail to take up and pay for the Collateral so 
sold and, in case of any such failure, such Collateral may be sold again upon 
like notice.  At any public (or, to the extent permitted by law, private) 
sale made pursuant to this Section, any Secured Party may bid for or 
purchase, free (to the extent permitted by law) from any right of redemption, 
stay, valuation or appraisal on the part of any Grantor (all said rights 
being also hereby waived and released to the extent permitted by law), the 
Collateral or any part thereof offered for sale and may make payment on 
account thereof by using any claim then due and payable to such Secured Party 
from any Grantor as a credit against the purchase price, and such Secured 
Party may, upon compliance with the terms of sale, hold, retain and dispose 
of such property without further accountability to any Grantor therefor.  For 
purposes hereof, a written agreement to purchase the Collateral or any 
portion thereof shall be treated as a sale thereof; the Collateral Agent 
shall be free to carry out such sale pursuant to such agreement and no 
Grantor shall be entitled to the return of the Collateral or any portion 
thereof subject thereto, notwithstanding the fact that after the Collateral 
Agent shall have entered into such an agreement all Events of Default shall 
have been remedied and the Obligations paid in full.  As an alternative to 
exercising the power of sale herein conferred upon it, the Collateral Agent 
may proceed by a suit or suits at law or in equity to foreclose this 
Agreement and to sell the Collateral or any portion thereof pursuant to a 
judgment or decree of a court or courts having competent jurisdiction or 
pursuant to a proceeding by a court-appointed receiver.

          SECTION 6.02.  APPLICATION OF PROCEEDS.  The Collateral Agent shall 
apply the proceeds of any collection or sale of the Collateral, as well as 
any Collateral consisting of cash, as follows:

          FIRST, to the payment of all costs and expenses incurred by the
     Administrative Agent or the Collateral Agent (in its capacity as such
     hereunder or under any other Loan Document) in connection with such
     collection or sale or otherwise in connection with this Agreement or any of
     the Obligations, including all court costs and the fees and expenses of its
     agents and legal counsel, the repayment of all advances made by the
     Collateral Agent hereunder or under any other Loan Document on behalf of
     any Grantor and any other costs or expenses incurred in connection with the
     exercise of any right or remedy hereunder or under any other Loan Document;

          SECOND, to the payment in full of the Obligations (the amounts so
     applied to be distributed among the Secured Parties pro rata in accordance
     with the amounts of the Obligations owed to them on the date of any such
     distribution); and 

          THIRD, to the Grantors, their successors or assigns, or as a court of
     competent jurisdiction may otherwise direct.


                                       -12-

<PAGE>

The Collateral Agent shall have absolute discretion as to the time of 
application of any such proceeds, moneys or balances in accordance with this 
Agreement.  Upon any sale of the Collateral by the Collateral Agent 
(including pursuant to a power of sale granted by statute or under a judicial 
proceeding), the receipt of the Collateral Agent or of the officer making the 
sale shall be a sufficient discharge to the purchaser or purchasers of the 
Collateral so sold and such purchaser or purchasers shall not be obligated to 
see to the application of any part of the purchase money paid over to the 
Collateral Agent or such officer or be answerable in any way for the 
misapplication thereof.

                                   ARTICLE VII

                                  MISCELLANEOUS

          SECTION 7.01.  NOTICES.  All communications and notices hereunder 
shall (except as otherwise expressly permitted herein) be in writing and 
given as provided in Section 9.01 of the Credit Agreement.  All 
communications and notices hereunder to any Subsidiary Grantor shall be given 
to it in care of the Borrower.

          SECTION 7.02.  SECURITY INTEREST ABSOLUTE.   All rights of the 
Collateral Agent hereunder, the Security Interest and all obligations of the 
Grantors hereunder shall be absolute and unconditional irrespective of (a) 
any lack of validity or enforceability of the Credit Agreement, any other 
Loan Document, any agreement with respect to any of the Obligations or any 
other agreement or instrument relating to any of the foregoing, (b) any 
change in the time, manner or place of payment of, or in any other term of, 
all or any of the Obligations, or any other amendment or waiver of or any 
consent to any departure from the Credit Agreement, any other Loan Document 
or any other agreement or instrument, (c) any exchange, release or 
non-perfection of any Lien on other collateral, or any release or amendment 
or waiver of or consent under or departure from any guarantee, securing or 
guaranteeing all or any of the Obligations, or (d) any other circumstance 
that might otherwise constitute a defense available to, or a discharge of, 
any Grantor in respect of the Obligations or this Agreement.

          SECTION 7.03.  SURVIVAL OF AGREEMENT.   All covenants, agreements, 
representations and warranties made by any Grantor herein and in the 
certificates or other instruments prepared or delivered in connection with or 
pursuant to this Agreement shall be considered to have been relied upon by 
the Secured Parties and shall survive the making by the Lenders of the Loans, 
and the execution and delivery to the Lenders of any notes evidencing such 
Loans, regardless of any investigation made by the Lenders or on their 
behalf, and shall continue in full force and effect until this Agreement 
shall terminate.


                                       -13-

<PAGE>

          SECTION 7.04.  BINDING EFFECT; SEVERAL AGREEMENT.  This Agreement 
shall become effective as to any Grantor when a counterpart hereof executed 
on behalf of such Grantor shall have been delivered to the Collateral Agent 
and a counterpart hereof shall have been executed on behalf of the Collateral 
Agent, and thereafter shall be binding upon such Grantor and the Collateral 
Agent and their respective successors and assigns, and shall inure to the 
benefit of such Grantor, the Collateral Agent and the other Secured Parties 
and their respective successors and assigns, except that no Grantor shall 
have the right to assign or transfer its rights or obligations hereunder or 
any interest herein or in the Collateral (and any such assignment or transfer 
shall be void) except as expressly contemplated by this Agreement or the 
Credit Agreement.  This Agreement shall be construed as a separate agreement 
with respect to each Grantor and may be amended, modified, supplemented, 
waived or released with respect to any Grantor without the approval of any 
other Grantor and without affecting the obligations of any other Grantor 
hereunder.

          SECTION 7.05.  SUCCESSORS AND ASSIGNS.  Whenever in this Agreement 
any of the parties hereto is referred to, such reference shall be deemed to 
include the successors and assigns of such party; and all covenants, promises 
and agreements by or on behalf of any Grantor or the Collateral Agent that 
are contained in this Agreement shall bind and inure to the benefit of their 
respective successors and assigns.

          SECTION 7.06.  COLLATERAL AGENT'S FEES AND EXPENSES; 
INDEMNIFICATION. (a) Each Grantor jointly and severally agrees to pay upon 
demand to the Collateral Agent the amount of any and all reasonable expenses, 
including the reasonable fees, disbursements and other charges of its counsel 
and of any experts or agents, which the Collateral Agent may incur in 
connection with (i) the administration of this Agreement, (ii) the custody or 
preservation of, or the sale of, collection from or other realization upon 
any of the Collateral, (iii) the exercise, enforcement or protection of any 
of the rights of the Collateral Agent hereunder or (iv) the failure of any 
Grantor to perform or observe any of the provisions hereof.

          (b)  Without limitation of its indemnification obligations under 
the other Loan Documents, each Grantor jointly and severally agrees to 
indemnify the Collateral Agent, each Secured Party and each Related Party 
thereof (each such person being called an "INDEMNITEE")  against, and hold 
each of them harmless from, any and all losses, claims, damages, liabilities 
and related expenses, including reasonable fees, disbursements and other 
charges of counsel, incurred by or asserted against any of them arising out 
of, in any way connected with, or as a result of, the execution, delivery or 
performance of this Agreement or any claim, litigation, investigation or 
proceeding relating hereto or to the Collateral, whether or not any 
Indemnitee is a party thereto; PROVIDED that such indemnity shall not, as to 
any Indemnitee, be available to the extent that such losses, claims, damages, 
liabilities or related expenses resulted from the gross negligence or willful 
misconduct of such Indemnitee.


                                       -14-

<PAGE>

          (c)  Any such amounts payable as provided hereunder shall be 
additional Obligations secured hereby and by the other Security Documents.  
The provisions of this Section 7.06 shall remain operative and in full force 
and effect regardless of the termination of this Agreement or any other Loan 
Document, the consummation of the transactions contemplated hereby, the 
repayment of any of the Loans, the invalidity or unenforceability of any term 
or provision of this Agreement or any other Loan Document, or any 
investigation made by or on behalf of the Collateral Agent or any Lender.  
All amounts due under this Section 7.06 shall be payable on written demand 
therefor.

          SECTION 7.07.  GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN 
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

          SECTION 7.08.  WAIVERS; AMENDMENT.   (a)  No failure or delay of 
the Collateral Agent in exercising any power or right hereunder shall operate 
as a waiver thereof, nor shall any single or partial exercise of any such 
right or power, or any abandonment or discontinuance of steps to enforce such 
a right or power, preclude any other or further exercise thereof or the 
exercise of any other right or power.  The rights and remedies of the 
Collateral Agent hereunder and of the Collateral Agent, the Issuing Banks, 
the Administrative Agent and the Lenders under the other Loan Documents are 
cumulative and are not exclusive of any rights or remedies that they would 
otherwise have.  No waiver of any provisions of this Agreement or any other 
Loan Document or consent to any departure by any Grantor therefrom shall in 
any event be effective unless the same shall be permitted by paragraph (b) 
below, and then such waiver or consent shall be effective only in the 
specific instance and for the purpose for which given.  No notice to or 
demand on any Grantor in any case shall entitle such Grantor or any other 
Grantor to any other or further notice or demand in similar or other 
circumstances.

          (b)  Neither this Agreement nor any provision hereof may be waived, 
amended or modified except pursuant to an agreement or agreements in writing 
entered into by the Collateral Agent and the Grantor or Grantors with respect 
to which such waiver, amendment or modification is to apply, with any consent 
required under Section 9.02 of the Credit Agreement.

          SECTION 7.09.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY 
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY 
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY 
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE 
OTHER LOAN DOCUMENTS.  EACH PARTY HERETO (A) CERTIFIES THAT NO 
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, 
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF 
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT 
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT 
AND THE OTHER LOAN 

                                       -15-

<PAGE>

DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND 
CERTIFICATIONS IN THIS SECTION 7.09.

          SECTION 7.10.  SEVERABILITY.  In the event any one or more of the 
provisions contained in this Agreement should be held invalid, illegal or 
unenforceable in any respect, the validity, legality and enforceability of 
the remaining provisions contained herein shall not in any way be affected or 
impaired thereby (it being understood that the invalidity of a particular 
provision in a particular jurisdiction shall not in and of itself affect the 
validity of such provision in any other jurisdiction).  The parties shall 
endeavor in good-faith negotiations to replace the invalid, illegal or 
unenforceable provisions with valid provisions the economic effect of which 
comes as close as possible to that of the invalid, illegal or unenforceable 
provisions.

          SECTION 7.11.  COUNTERPARTS.  This Agreement may be executed in two 
or more counterparts, each of which shall constitute an original but all of 
which when taken together shall constitute but one contract (subject to 
Section 7.04), and shall become effective as provided in Section 7.04.  
Delivery of an executed signature page to this Agreement by facsimile 
transmission shall be effective as delivery of a manually executed 
counterpart hereof.

          SECTION 7.12.  HEADINGS.  Article and Section headings used herein 
are for the purpose of reference only, are not part of this Agreement and are 
not to affect the construction of, or to be taken into consideration in 
interpreting, this Agreement.

          SECTION 7.13.  JURISDICTION; CONSENT TO SERVICE OF PROCESS.  (a)  
Each Grantor hereby irrevocably and unconditionally submits, for itself and 
its property, to the nonexclusive jurisdiction of any New York State court or 
Federal court of the United States of America sitting in New York City, and 
any appellate court from any thereof, in any action or proceeding arising out 
of or relating to this Agreement or the other Loan Documents, or for 
recognition or enforcement of any judgment, and each of the parties hereto 
hereby irrevocably and unconditionally agrees that all claims in respect of 
any such action or proceeding may be heard and determined in such New York 
State court or, to the extent permitted by law, in such Federal court.  Each 
of the parties hereto agrees that a final judgment in any such action or 
proceeding shall be conclusive and may be enforced in other jurisdictions by 
suit on the judgment or in any other manner provided by law.  Nothing in this 
Agreement shall affect any right that the Collateral Agent, the 
Administrative Agent, the Issuing Banks or any Lender may otherwise have to 
bring any action or proceeding relating to this Agreement or the other Loan 
Documents against any Grantor or its properties in the courts of any 
jurisdiction.

          (b)  Each Grantor hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to 

                                       -16-

<PAGE>

this Agreement or the other Loan Documents in any New York State or Federal 
court.  Each of the parties hereto hereby irrevocably waives, to the fullest 
extent permitted by law, the defense of an inconvenient forum to the 
maintenance of such action or proceeding in any such court.

          (c)  Each party to this Agreement irrevocably consents to service 
of process in the manner provided for notices in Section 7.01.  Nothing in 
this Agreement shall affect the right of any party to this Agreement to serve 
process in any other manner permitted by law.

          SECTION 7.14.  TERMINATION.  This Agreement and the Security 
Interest shall terminate when all the Obligations have been paid in full, the 
Lenders have no further commitment to lend, the L/C Exposure has been reduced 
to zero and the Issuing Banks have no further commitment to issue Letters of 
Credit under the Credit Agreement, at which time the Collateral Agent shall 
execute and deliver to the Grantors, at the Grantors' expense, all Uniform 
Commercial Code termination statements and similar documents which the 
Grantors shall reasonably request to evidence such termination.  Any 
execution and delivery of termination statements or documents pursuant to 
this Section 7.14 shall be without recourse to or warranty by the Collateral 
Agent.  In the event that all the capital stock of a Subsidiary Grantor (or 
assets of any Grantor) shall be sold, transferred or otherwise disposed of to 
a person that is not an Affiliate of the Borrower in accordance with the 
terms of the Credit Agreement, such Subsidiary Grantor shall automatically be 
released from its obligations hereunder, the Security Interest in the 
Collateral of such Subsidiary Grantor (or the Security Interest in such 
assets) shall be automatically released and the Collateral Agent shall  sign 
applicable release statements as reasonably requested by the applicable 
Grantor; PROVIDED that the Required Lenders shall have consented to such 
sale, transfer or other disposition (if and as required by the Credit 
Agreement) and the terms of such consent did not provide otherwise.

          SECTION 7.15.  ADDITIONAL GRANTORS.  Upon execution and delivery by 
the Collateral Agent and a Subsidiary of an instrument in the form of Annex 2 
hereto, such Subsidiary shall become a Grantor hereunder with the same force 
and effect as if originally named as a Grantor herein.  The execution and 
delivery of any such instrument shall not require the consent of any Grantor 
hereunder. The rights and obligations of each Grantor hereunder shall remain 
in full force and effect notwithstanding the addition of any new Grantor as a 
party to this Agreement.


                                       -17-

<PAGE>

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

FLEMING COMPANIES, INC.,

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


EACH OF THE SUBSIDIARY GRANTORS LISTED ON SCHEDULE I HERETO,

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


THE CHASE MANHATTAN BANK, as Collateral Agent, 

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


                                      -18-