SUPPLEMENTAL INCOME TRUST

 Exhibit 10.10

                       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
Oklahoma.

          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
                              corporation

                                 LARRY A. WAGNER
                              By Larry A. Wagner
                                 Senior Vice President -
                                 Associate Support

                              BANCOKLAHOMA TRUST COMPANY

                                 ELLEN D. FLEMING
                              By Ellen D. Fleming
                                 Senior Vice President &
                                 Senior Trust Officer 

Basic Info X:

Name: SUPPLEMENTAL INCOME TRUST
Type: trust
Date: March 14, 2000
Company: FLEMING COMPANIES INC /OK/
State: Oklahoma

Other info:

Date:

  • 25th day of February , 1997
  • March 16 , 1995
  • February 25 , 1997

Organization:

  • Restated Supplemental Retirement Income Plan of Fleming Companies , Inc.
  • Supplemental Retirement Income Agreement
  • Change of Control
  • the State of Oklahoma
  • Ellen D. Fleming Senior Vice President & Senior Trust Officer

Location:

  • Oklahoma

Person:

  • William J. Dowd
  • Larry A. Wagner
  • ELLEN D. FLEMING