FIRST AMENDMENT TO
FLEMING COMPANIES, INC.
SUPPLEMENTAL INCOME TRUST
This First Amendment to Fleming Companies, Inc.
Supplemental Income Trust dated as of this 25th day of February,
1997 (the "Amendment"), by and among Fleming Companies, Inc., an
Oklahoma corporation (the "Company"), and BANCOKLAHOMA TRUST
COMPANY, an Oklahoma corporation (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company and the Trustee entered into that
certain Fleming Companies, Inc. Supplemental Income Trust dated
as of March 16, 1995 (the "Trust Agreement").
WHEREAS, the Company and the Trustee desire to amend
the Trust Agreement.
NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants and agreements set forth herein, the Company
and the Trustee hereby amend the Trust Agreement as follows:
1. The Amendments.
(a) Exhibit "A". Exhibit "A" to the Trust
Agreement is hereby amended by adding the following:
"5. The Supplemental Retirement Income
Agreement by and between William J. Dowd and
the Company, dated as of February 25, 1997."
(b) Section 1(f). Section 1(f) of the Trust
Agreement is hereby amended to read in its entirety as follows:
"(f) Upon a Change of Control, Company shall,
as soon as possible, but in no event longer
than sixty (60) days following the Change of
Control, make an irrevocable contribution to
the Trust in an amount that is sufficient to
pay the Participants or their beneficiaries
the benefits to which the Participants or
their beneficiaries would be entitled
pursuant to the terms of the Amended and
Restated Supplemental Retirement Income Plan
of Fleming Companies, Inc. and Its
subsidiaries (the "Supplemental Plan") and
the Supplemental Retirement Income Agreement
between the Company and William J. Dowd dated
as of February 25, 1997 (the "Dowd
Agreement") as of the date on which the
Change of Control occurred assuming the
Participants have each been terminated other
than for "cause" (as such term is defined in
the Supplemental Plan and in the Dowd
Agreement), death or disability or the
Participants terminate their employment for
"good reason" as such term is defined in the
Supplemental Plan and in the Dowd Agreement."
2. The Agreement. The term "Agreement", as used in
the Trust Agreement and in this Amendment shall hereafter mean
the Trust Agreement as amended by this Amendment. The Trust
Agreement, as amended hereby, shall continue in full force and
effect in accordance with the terms thereof.
3. Governing Law. This Amendment shall be governed
by and construed in accordance with the laws of the State of
4. Counterparts. This Amendment may be executed in
one or more counterparts, all of which shall be considered one
and the same instrument, and shall become effective when one or
more of the counterparts have been signed by each of the parties
and delivered to the other parties.
IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed on the date first above written.
FLEMING COMPANIES, INC., an Oklahoma
LARRY A. WAGNER
By Larry A. Wagner
Senior Vice President -
BANCOKLAHOMA TRUST COMPANY
ELLEN D. FLEMING
By Ellen D. Fleming
Senior Vice President &
Senior Trust Officer