SUPPLEMENTAL INCOME TRUST

 

                                                               Exhibit 10.19

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

By   /s/  Larry A. Wagner
          Larry A. Wagner
          Senior Vice President - 
          Associate Support

BANCOKLAHOMA TRUST COMPANY

By   /s/ Ellen D. Fleming
         Ellen D. Fleming
         Senior Vice President & 
         Senior Trust Officer

                                    -2- 

Basic Info X:

Name: SUPPLEMENTAL INCOME TRUST
Type: trust
Date: March 21, 1997
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

Location:

  • Oklahoma

Person:

  • William J. Dowd
  • Larry A. Wagner Larry A. Wagner
  • Ellen D. Fleming Ellen D. Fleming