EMPLOYMENT AGREEMENT


          AGREEMENT, dated as of November 30, 1998, by and between FLEMING
COMPANIES, INC., an Oklahoma corporation (the "Company") and MARK S. HANSEN
("Executive").

          IN CONSIDERATION of the premises and the mutual covenants set forth
below, the parties hereby agree as follows:

          1.    EMPLOYMENT.  The Company hereby agrees to employ Executive as
the Chairman and Chief Executive Officer of the Company, and Executive hereby
accepts such employment, on the terms and conditions hereinafter set forth.

          2.    TERM.  The period of employment of Executive by the Company
hereunder (the "Employment Period") shall commence on November 30, 1998 (the
"Commencement Date") and shall continue through November 29, 2003.  The
Employment Period may be sooner terminated in accordance with Section 6 of this
Agreement.

          3.    POSITION AND DUTIES.  During the Employment Period, Executive
shall report directly to the board of directors of the Company (the "Board"). 
Executive shall have those powers and duties normally associated with the
positions of Chairman and Chief Executive Officer.  Executive shall devote
substantially all of his working time, attention and energies (other than
absences due to illness or vacation) to the performance of his duties for the
Company.  Notwithstanding the above, Executive shall be permitted, to the extent
such activities do not interfere with the performance by Executive of his duties
and responsibilities hereunder or violate Sections 10(a), (b) or (c) of this
Agreement, to (i) manage Executive's personal, financial and legal affairs, (ii)
serve on civic or charitable boards or committees and (iii) serve on the board
of directors or other similar governing body of Apple Bee's International,
Swander Pace Capital, Independent Grocers Alliance and Food Distributors
International and, subject to the Board's approval (which approval shall not be
unreasonably withheld), serve on the board of directors or other similar
governing body of any other corporation or other business entity or trade
organization. 

          4.    PLACE OF PERFORMANCE.  The principal place of employment of
Executive shall be at the Company's principal executive offices in Oklahoma
City, Oklahoma.

          5.    COMPENSATION AND RELATED MATTERS.

                (a) BASE SALARY.  During the Employment Period the Company
shall pay Executive a base salary at the rate of not less than $750,000 per year
("Base Salary").  Executive's Base Salary shall be paid in approximately equal
installments in accordance with the Company's customary payroll practices.
Executive's Base Salary shall be subject to increase, but not decrease, pursuant
to annual review by the Compensation and Organization Committee of the Board
(the "Compensation Committee").  Such increased Base Salary shall then
constitute the Base Salary for all purposes of this Agreement.

<PAGE>

                (b) COMPANY STOCK OPTION. The Company has granted to
Executive, on the Commencement Date, (i) a stock option to purchase 425,750
shares of the common stock of the Company, par value $2.50 per share (the
"Company Stock"), at an exercise price of $9.7188 per share, pursuant to the
Company's 1990 Stock Option Plan, (ii) a stock option to purchase 100,000 shares
of Company Stock at an exercise price of $10.0625 per share, pursuant to the
Company's 1996 Stock Incentive Plan, and (iii) a stock option to purchase
274,250 shares of Company Stock at an exercise price of $9.7188 per share,
pursuant to the Company's Stock Incentive Plan (the "New Plan"), subject to the
receipt of approval of the New Plan by the shareholders of the Company
(collectively, the "Company Options").  The Company shall, at the next annual
meeting of the shareholders of the Company following the Commencement Date,
submit the New Plan, together with the Company's recommendation that its
shareholders approve the New Plan, to its shareholders for their approval and
shall use its reasonable efforts to obtain such shareholder approval.  Each of
the Company Options has a scheduled 10-year term and, subject to the terms of
the applicable stock option agreements between the Company and Executive, shall
vest and become exercisable (i) with respect to 25% of the shares of Company
Stock subject to such Company Options on each of the first four anniversaries of
the Commencement Date and (ii) upon the occurrence of a Change of Control (as
such term is defined in that certain Change of Control Employment Agreement,
dated as of the date of this Agreement, between the Company and Executive) with
respect to 100% of the Company Stock subject to Company Options. 

                (c) ANNUAL BONUS.  Commencing in fiscal 1999, Executive
shall have a target annual bonus of 75% of Base Salary and a maximum annual
bonus of 150% of Base Salary, based upon meeting performance goals established
by the Compensation Committee.  The performance goals and corresponding bonus
amounts during the Employment Period shall be established by the Compensation
Committee after detailed consultation with Executive.

                (d) EXPENSES.  The Company shall promptly reimburse
Executive for all reasonable business expenses upon the presentation of
reasonably itemized statements of such expenses in accordance with the Company's
policies and procedures now in force or as such policies and procedures may be
modified with respect to all senior executive officers of the Company.  In
addition, the Company shall reimburse Executive for all legal fees and expenses
reasonably incurred by Executive in connection with the negotiation and review
of this Agreement and the agreements contemplated hereby, in an amount not to
exceed $6,000.  

                (e) VACATION.  Executive shall be entitled to the number of
weeks of vacation per year provided to the Company's senior executive officers.

                (f) RESTRICTED STOCK GRANT.  The Company has granted to
Executive, on the Commencement Date, thirty-two thousand (32,000) shares of
restricted Company Stock (the "Restricted Stock") pursuant to the Company's 1990
Stock Incentive Plan.  In connection with the grant of the Restricted Stock,
Executive shall make an election prior to December 30, 1998 to include in gross
income the value of the Restricted Stock on the date of grant pursuant to
Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"). 
Upon notification from


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<PAGE>

Executive that he has made such election, the Company shall pay to Executive an
additional payment in an amount necessary to cause the net amount of such
payment that is retained by Executive after the calculation and deduction of any
and all federal, state and local income taxes and employment taxes on such
payment to be equal to Executive's income taxes attributable to the Restricted
Stock and Executive's election under Section 83(b) of the Code in connection
with the Restricted Stock.  

                (g) WELFARE, PENSION AND INCENTIVE BENEFIT PLANS.  During
the Employment Period, Executive (and his spouse and dependents to the extent
provided therein) shall be entitled to participate in and be covered under all
the welfare benefit plans or programs maintained by the Company from time to
time for the benefit of its senior executives including, without limitation, all
medical, life, hospitalization, dental, disability, accidental death and
dismemberment and travel accident insurance plans and programs.  In addition,
during the Employment Period, Executive shall be eligible to participate in all
pension, retirement, savings and other employee benefit plans and programs
maintained from time to time by the Company for the benefit of its senior
executives or any annual incentive or long-term performance plans.

                (h) OFFICES.  Executive shall serve, without additional
compensation, as a director or trustee of the Company or any of its wholly-owned
subsidiaries, (and as a member of any committees of the board of directors of
any such entities), and in one or more executive positions of any of such
subsidiaries, provided that Executive is indemnified for serving in any and all
such capacities on a basis no less favorable than is then provided to any other
director of such entity.

                (i) RELOCATION.  The Company shall purchase the Executive's
current house in, at the Executive's election, Bentonville or Chicago at a
purchase price equal to the greater of its appraised value (as set forth in an
appraisal performed by an appraiser selected by Executive and approved by the
Company) or Executive's invested cost in such house.  In addition, the Executive
shall be provided with the Company's standard relocation program for senior
executive officers in order to relocate to Oklahoma City, including travel
costs, temporary housing, moving costs of automobiles and household belongings,
storage costs for up to one year, and any other expenses necessary to
efficiently effect Executive's relocation. 

                (j) INDEMNIFICATION AND INSURANCE.  Executive shall be
indemnified and held harmless by the Company during the term of this Agreement
and following any termination of this Agreement for any reason whatsoever in the
same manner as would any other key management associate of the Company with
respect to acts or omissions occurring prior to the termination of employment of
the Executive under this Agreement.  In addition, during the Employment Period
and for a period of five years following the termination of employment of the
Executive under this Agreement for any reason whatsoever, the Executive shall be
covered by a Company-held directors and officers liability insurance policy
covering acts or omissions occurring prior to the termination of employment of
the Executive under this Agreement. 


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<PAGE>

          6.    TERMINATION.  Executive's employment hereunder may be
terminated during the Employment Period under the following circumstances:

                (a) DEATH.  Executive's employment hereunder shall terminate
upon his death.

                (b) DISABILITY.  If, as a result of Executive's incapacity
due to physical or mental illness, Executive shall have been substantially
unable to perform his duties hereunder for an entire period of six (6)
consecutive months, and within thirty (30) days after written Notice of
Termination is given after such six (6) month period, Executive shall not have
returned to the substantial performance of his duties on a full-time basis, the
Company shall have the right to terminate Executive's employment hereunder for
"Disability", and such termination in and of itself shall not be, nor shall it
be deemed to be, a breach of this Agreement.

                (c) CAUSE.  The Company shall have the right to terminate
Executive's employment for Cause, and such termination shall not be, nor shall
it be deemed to be, a breach of this Agreement.  For purposes of this Agreement,
the Company shall have "Cause" to terminate Executive's employment upon:

                      (i)     Executive's conviction of a felony by a federal or
                state court of competent jurisdiction; or

                      (ii)    an act or acts of dishonesty taken by Executive
                and intended to result in substantial personal enrichment of
                Executive at the expense of the Company; or

                      (iii)   Executive's "willful" failure to follow a direct,
                reasonable and lawful order from the Board, within the
                reasonable scope of Executive's duties, which failure is not
                cured within thirty (30) days.

For purposes of this Section 6(c), no act, or failure to act, by Executive shall
be considered "willful" unless done, or omitted to be done, by Executive not in
good faith and without a reasonable belief that the act or omission was in the
best interests of the Company.  Cause shall not exist under paragraphs (i), (ii)
or (iii) above unless and until the Company has delivered to Executive a copy of
a resolution duly adopted by not less than three-fourths (3/4ths) of the Board
(excluding Executive) at a meeting of the Board called and held for such purpose
(after reasonable notice to Executive and an opportunity for Executive, together
with his counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, Executive was guilty of the conduct set forth in
paragraphs (i),(ii) or (iii) and specifying the particulars thereof in detail.

                (d)    GOOD REASON.  Executive may terminate his employment for
"Good Reason" by providing Notice of Termination (as defined in Section 7(a)) to
the Company within one hundred and twenty (120) days after Executive has actual
knowledge of the occurrence, without the


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<PAGE>

written consent of Executive, of one of the events set forth below.  Executive's
Date of Termination for Good Reason shall be fifteen (15) days after Notice of
Termination, unless the basis for Good Reason has been cured by the Company
prior to such date:

                      (i)     the assignment to Executive of duties materially
                and adversely inconsistent with Executive's status as Chairman
                and Chief Executive Officer of the Company or a material and
                adverse alteration in the nature of Executive's duties and/or
                responsibilities, reporting obligations, titles or authority;

                      (ii)    a reduction by the Company in Executive's Base
                Salary;

                      (iii)   the relocation of the Company's principal
                executive offices or Executive's own office location to a
                location more than twenty-five (25) miles from Oklahoma City or
                the relocation of Executive's office location to a place other
                than the Company's principal executive offices (unless such
                relocation is pursuant to Executive's recommendation or an
                action by the Board concurred in by Executive, as evidenced by
                his vote);

                      (iv)    the Company's failure to provide any material
                employee benefits due to be provided to Executive (other than
                any such failure which affects all senior executive officers);
                or 

                      (v)     the failure of any successor to the Company to
                assume this Agreement pursuant to Section 12(a).

Executive's right to terminate his employment hereunder for Good Reason shall
not be affected by his incapacity due to physical or mental illness. 
Executive's continued employment during the one hundred and twenty (120) day
period referred to above in this paragraph (d) shall not constitute consent to,
or a waiver of rights with respect to, any act or failure to act constituting
Good Reason hereunder.

                (e)    WITHOUT CAUSE.  The Company shall have the right to
terminate Executive's employment hereunder without Cause by providing Executive
with a Notice of Termination, and such termination shall not in and of itself
be, nor shall it be deemed to be, a breach of this Agreement.

          7.    TERMINATION PROCEDURE.

                (a)    NOTICE OF TERMINATION.  Any termination of Executive's
employment by the Company or by Executive during the Employment Period (other
than termination pursuant to Section 6(a)) shall be communicated by written
Notice of Termination to the other party hereto in accordance with Section 13. 
For purposes of this Agreement, a "Notice of Termination" shall


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<PAGE>

mean a written notice which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated.

                (b)    DATE OF TERMINATION.  "Date of Termination" shall mean
(i) if Executive's employment is terminated by his death, the date of his death,
(ii) if Executive's employment is terminated pursuant to Section 6(b), thirty
(30) days after Notice of Termination (provided that Executive shall not have
returned to the substantial performance of his duties on a full-time basis
during such thirty (30) day period), (iii) if Executive's employment is
terminated pursuant to Section 6(d), the date provided in such Section, and (iv)
if Executive's employment is terminated for any other reason, the date on which
a Notice of Termination is given or any later date (within thirty (30) days
after the giving of such notice) set forth in such Notice of Termination.

          8.    COMPENSATION UPON TERMINATION OR DURING DISABILITY.  In the
event Executive is disabled or his employment terminates during the Employment
Period, the Company shall provide Executive with the payments and benefits set
forth below.  Executive acknowledges and agrees that the payments set forth in
this Section 8, and the other agreements and plans referenced in this Agreement,
constitute the sole and liquidated damages for termination of his employment
during the Employment Period.

                (a)    TERMINATION BY COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR
GOOD REASON.  If Executive's employment is terminated by the Company without
Cause or by Executive for Good Reason:

                      (i)     the Company shall pay to Executive (A) his Base
                Salary and accrued vacation pay through the Date of
                Termination, as soon as practicable following the Date of
                Termination, and (B) continued Base Salary (as provided for in
                Section 5(a)) for a period of twenty-four (24) months following
                the Date of Termination;

                      (ii)    the Company shall maintain in full force and
                effect, for the continued benefit of Executive, his spouse and
                his dependents for a period of twenty-four (24) months
                following the Date of Termination the medical, hospitalization,
                dental, and life insurance programs in which Executive, his
                spouse and his dependents were participating immediately prior
                to the Date of Termination at the level in effect and upon
                substantially the same terms and conditions (including without
                limitation contributions required by Executive for such
                benefits) as existed immediately prior to the Date of
                Termination; provided, that if Executive, his spouse or his
                dependents cannot continue to participate in the Company
                programs providing such benefits, the Company shall arrange to
                provide Executive, his spouse and his dependents with the
                economic equivalent of such benefits which they otherwise would
                have been entitled to receive under such plans and programs
                ("Continued


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<PAGE>

                Benefits"); provided, that if Executive becomes reemployed with
                another employer and is eligible to receive medical or other
                welfare benefits under another employer-provided plan, the
                medical and other welfare benefits described herein shall be
                secondary to those provided under such other plan during such
                applicable period; 

                      (iii)   the Company shall reimburse Executive pursuant to
                Section 5(d) for reasonable expenses incurred, but not paid,
                prior to such termination of employment; and

                      (iv)    Executive shall be entitled to any other rights,
                compensation and/or benefits as may be due to Executive
                following such termination to which he is otherwise entitled in
                accordance with the terms and provisions of any agreements,
                plans or programs of the Company.

                (b)    CAUSE OR BY EXECUTIVE WITHOUT GOOD REASON.  If
Executive's employment is terminated by the Company for Cause or by Executive
(other than for Good Reason):

                      (i)     the Company shall pay Executive his Base Salary
                and his accrued vacation pay (to the extent required by law or
                the Company's vacation policy) through the Date of Termination,
                as soon as practicable following the Date of Termination; 

                      (ii)    the Company shall reimburse Executive pursuant to
                Section 5(d) for reasonable expenses incurred, but not paid,
                prior to such termination of employment, unless such
                termination resulted from a misappropriation of Company funds;
                and

                      (iii)   Executive shall be entitled to any other rights,
                compensation and/or benefits as may be due to Executive
                following such termination to which he is otherwise entitled in
                accordance with the terms and provisions of any agreements,
                plans or programs of the Company.

                (c)    DISABILITY.  During any period that Executive fails to
perform his duties hereunder as a result of incapacity due to physical or mental
illness ("Disability Period"), Executive shall continue to receive his full Base
Salary set forth in Section 5(a) until his employment is terminated pursuant to
Section 6(b).  In the event Executive's employment is terminated for Disability
pursuant to Section 6(b):

                      (i)     the Company shall pay to Executive (A) his Base
                Salary and accrued vacation pay through the Date of
                Termination, as soon as practicable following the Date of
                Termination, and (B) provide Executive


                                         -7-
<PAGE>

                with disability benefits pursuant to the terms of the Company's
                disability programs; 

                      (ii)    the Company shall reimburse Executive pursuant to
                Section 5(d) for reasonable expenses incurred, but not paid,
                prior to such termination of employment; and

                      (iii)   Executive shall be entitled to any other rights,
                compensation and/or benefits as may be due to Executive
                following such termination to which he is otherwise entitled in
                accordance with the terms and provisions of any agreements,
                plans or programs of the Company.

                (d)    DEATH.  If Executive's employment is terminated by his
death:

                      (i)     the Company shall pay in a lump sum to Executive's
                beneficiary, legal representatives or estate, as the case may
                be, Executive's Base Salary through the Date of Termination;

                      (ii)    the Company shall reimburse Executive's
                beneficiary, legal representatives, or estate, as the case may
                be, pursuant to Section 5(d) for reasonable expenses incurred,
                but not paid, prior to such termination of employment; and

                      (iii)   Executive's beneficiary, legal representatives or
                estate, as the case may be, shall be entitled to any other
                rights, compensation and benefits as may be due to any such
                persons or estate following such termination to which such
                persons or estate is otherwise entitled in accordance with the
                terms and provisions of any agreements, plans or programs of
                the Company.

          9.    MITIGATION.  Executive shall not be required to mitigate
amounts payable under this Agreement by seeking other employment or otherwise,
and there shall be no offset against amounts due Executive under this Agreement
on account of subsequent employment except as specifically provided herein.

          10.   CONFIDENTIAL INFORMATION, OWNERSHIP OF DOCUMENTS;
NON-COMPETITION.

                (a)    CONFIDENTIAL INFORMATION.  Executive shall hold in a
fiduciary capacity for the benefit of the Company all trade secrets and
confidential information, knowledge or data relating to the Company and its
businesses and investments and its Affiliates, which shall have been obtained by
Executive during Executive's employment by the Company and which is not
generally available public knowledge (other than by acts by Executive in
violation of this Agreement).  Except as may be required or appropriate in
connection with his carrying out his duties under this Agree-


                                         -8-
<PAGE>

ment, Executive shall not, without the prior written consent of the Company or
as may otherwise be required by law or any legal process, or as is necessary in
connection with any adversarial proceeding against the Company (in which case
Executive shall use his reasonable best efforts in cooperating with the Company
in obtaining a protective order against disclosure by a court of competent
jurisdiction), communicate or divulge any such trade secrets, information,
knowledge or data to anyone other than the Company and those designated by the
Company or on behalf of the Company in the furtherance of its business or to
perform duties hereunder.

                (b)    REMOVAL OF DOCUMENTS; RIGHTS TO PRODUCTS; OTHER
PROPERTY.  All records, files, drawings, documents, models, equipment, and the
like relating to the Company's business and its Affiliates, which Executive has
control over shall not be removed from the Company's premises without its
written consent, unless such removal is in the furtherance of the Company's
business or is in connection with Executive's carrying out his duties under this
Agreement and, if so removed, shall be returned to the Company promptly after
termination of Executive's employment hereunder, or otherwise promptly after
removal if such removal occurs following termination of employment.  Executive
shall assign to the Company all rights to trade secrets and other products
relating to the Company's business developed by him alone or in conjunction with
others at any time while employed by the Company.  Executive shall also return
to the Company all Company-provided vehicles in his possession or control.

                (c)    PROTECTION OF BUSINESS.  During the Employment Period
and until the second anniversary of Executive's Date of Termination (other than
if such termination is by the Company without Cause or by Executive for Good
Reason), the Executive will not (i) directly or indirectly, alone, in
association with or as a shareholder, principal, agent, partner, officer,
director, employee or consultant of any other organization, engage in the
business of the retail sale or wholesale distribution of food and related
products (including, without limitation, health and beauty care and general
merchandise products and all other products sold to the supermarket industry
(the "Food Distribution Business")) within the Standard Metropolitan Statistical
Areas ("SMSAs") in which the Company or any of its subsidiaries (the "Designated
Entities") are conducting their business operations or actively soliciting
business as of the Date of Termination; provided, however, this Section 10(c)
shall not preclude Executive's employment or other relationship with any
national retail chain engaged in the Food Distribution Business, regardless of
location, such as Kroger, Albertson's, or Safeway; (ii) divert any customer of
the Designated Entities to any entity which is engaged in the Food Distribution
Business in the same SMSA in which the Designated Entities are conducting their
business operations or actively soliciting business as of the Date of
Termination; or (iii) solicit any officer, employee (other than secretarial
staff) or consultant of any of the Designated Entities.  Notwithstanding the
preceding sentence, Executive shall not be prohibited from owning less than one
percent (1%) of any publicly traded corporation (or from owning any greater
percentage if such ownership is through a mutual fund or other diversified
investment vehicle in which he has a passive and minority interest), whether or
not such corporation is in the Food Distribution Business.  If, at any time, the
provisions of this Section 10(c) shall be determined to be invalid or
unenforceable, by reason of being vague or unreasonable as to area, duration or
scope of activity, this Section 10(c) shall be considered divisible and shall
become and be immediately


                                         -9-
<PAGE>

amended to only such area, duration and scope of activity as shall be determined
to be reasonable and enforceable by the court or other body having jurisdiction
over the matter; and Executive agrees that this Section 10(c) as so amended
shall be valid and binding as though any invalid or unenforceable provision had
not been included herein.  The parties agree that the duration and geographic
area for which the covenant not to compete set forth in this Section 10(c) is to
be effective are reasonable.  

                (d)    INJUNCTIVE RELIEF.  In the event of a breach or
threatened breach of this Section 10, Executive agrees that the Company shall be
entitled to injunctive relief in a court of appropriate jurisdiction to remedy
any such breach or threatened breach, Executive acknowledging that damages would
be inadequate and insufficient.

                (e)    CONTINUING OPERATION.  Except as specifically provided
in this Section 10, the termination of Executive's employment or of this
Agreement shall have no effect on the continuing operation of this Section 10.

          11.   ARBITRATION; LEGAL FEES AND EXPENSES.  The parties agree that
Executive's employment and this Agreement relate to interstate commerce, and
that any disputes, claims or controversies between Executive and the Company
which may arise out of or relate to the Executive's employment relationship or
this Agreement shall be settled by arbitration.  This agreement to arbitrate
shall survive the termination of this Agreement.  Any arbitration shall be in
accordance with the Rules of the American Arbitration Association and shall be
undertaken pursuant to the Federal Arbitration Act.  Arbitration will be held in
Oklahoma City, Oklahoma unless the parties mutually agree on another location. 
The decision of the arbitrator(s) will be enforceable in any court of competent
jurisdiction.  The parties agree that punitive, liquidated or indirect damages
shall not be awarded by the arbitrator(s).  Nothing in this agreement to
arbitrate, however, shall preclude the Company from obtaining injunctive relief
from a court of competent jurisdiction prohibiting any on-going breaches by
Executive of this Agreement including, without limitation, violations of Section
10.  If any contest or dispute shall arise between the Company and Executive
regarding any provision of this Agreement, the Company shall reimburse Executive
for all legal fees and expenses reasonably incurred by Executive in connection
with such contest or dispute, but only if Executive is successful in respect of
one or more of Executive's material claims or defenses brought, raised or
pursued in connection with such contest or dispute.  Such reimbursement shall be
made as soon as practicable following the resolution of such contest or dispute
to the extent the Company receives reasonable written evidence of such fees and
expenses.

          12.   SUCCESSORS BINDING AGREEMENT.

                (a)    COMPANY'S SUCCESSORS.  No rights or obligations of the
Company under this Agreement may be assigned or transferred except that the
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to


                                         -10-
<PAGE>

perform it if no such succession had taken place.  As used in this Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor to
its business and/or assets (by merger, purchase or otherwise) which executes and
delivers the agreement provided for in this Section 12 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law.

                (b)    EXECUTIVE'S SUCCESSORS.  No rights or obligations of
Executive under this Agreement may be assigned or transferred by Executive other
than his rights to payments or benefits hereunder, which may be transferred only
by will or the laws of descent and distribution.  Upon Executive's death, this
Agreement and all rights of Executive hereunder shall inure to the benefit of
and be enforceable by Executive's beneficiary or beneficiaries, personal or
legal representatives, or estate, to the extent any such person succeeds to
Executive's interests under this Agreement.  Executive shall be entitled to
select and change a beneficiary or beneficiaries to receive any benefit or
compensation payable hereunder following Executive's death by giving the Company
written notice thereof.  In the event of Executive's death or a judicial
determination of his incompetence, reference in this Agreement to Executive
shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or
other legal representative(s).  If Executive should die following his Date of
Termination while any amounts would still be payable to him hereunder if he had
continued to live, all such amounts unless otherwise provided herein shall be
paid in accordance with the terms of this Agreement to such person or persons so
appointed in writing by Executive, or otherwise to his legal representatives or
estate.

          13.   NOTICE.  For the purposes of this Agreement, notices, demands
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered either personally or
by United States certified or registered mail, return receipt requested, postage
prepaid, addressed as follows:

          If to Executive:

          Mark S. Hansen
          Suite F8-602
          8912 East Pinnacle Peak Road
          Scottsdale, Arizona  85255

          With a copy to:

          Latham & Watkins
          633 W. Fifth Street, Suite 4000
          Los Angeles, California  90071

          Attention:  James D. C. Barrall, Esq.


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<PAGE>

          If to the Company:

          Fleming Companies, Inc.
          6301 Waterford Boulevard
          Oklahoma City, Oklahoma  73126-0647

          Attention:  General Counsel

or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

          14.   MISCELLANEOUS.  No provisions of this Agreement may be amended,
modified, or waived unless such amendment or modification is agreed to in
writing signed by Executive and by a duly authorized officer of the Company, and
such waiver is set forth in writing and signed by the party to be charged.  No
waiver by either party hereto at any time of any breach by the other party
hereto of any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  The respective
rights and obligations of the parties hereunder shall survive Executive's
termination of employment and the termination of this Agreement to the extent
necessary for the intended preservation of such rights and obligations. 
Executive is hereby required, prior to April 1, 1999, to take a physical
examination (including a drug screen) and deliver to the Company a letter from
the physician performing such physical examination to the effect that Executive
passed the drug screen and that such examination revealed no physical condition
that would prevent Executive from performing his duties to the Company under
this Agreement.  The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the State of Oklahoma without
regard to its conflicts of law principles.

          15.   VALIDITY.  The invalidity or unenforceability of any provision
or provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and
effect.

          16.   COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

          17.   ENTIRE AGREEMENT.  This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto in respect of such
subject matter.  Any prior agreement of the parties hereto in respect of the
subject matter contained herein is hereby terminated and cancelled.


                                         -12-
<PAGE>

          18.   WITHHOLDING.  All payments hereunder shall be subject to any
required withholding of Federal, state and local taxes pursuant to any
applicable law or regulation.

          19.   SECTION HEADINGS.  The section headings in this Agreement are
for convenience of reference only, and they form no part of this Agreement and
shall not affect its interpretation.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.


          FLEMING COMPANIES, INC.



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




                                      /s/ Mark S. Hansen
---------------------------------------------------------
                                    Mark S. Hansen