AMENDMENT NO. 1
TO
FLEMING COMPANIES, INC.
1990 STOCK INCENTIVE PLAN
WHEREAS, Fleming Companies, Inc. (the "Company")
presently has in existence the 1990 Stock Incentive Plan (the
"Plan"); and
WHEREAS, Section 9.1 of the Plan contains a definition of
the term "change of control"; and
WHEREAS, the Company believes that Section 9.1 of the
Plan should be amended; and
WHEREAS, the Board of Directors of the Company has
authorized and approved this Amendment No. 1 to the Plan at a
meeting held on August 18, 1998;
NOW, THEREFORE, the Plan is hereby amended as follows:
Section 9.1. Section 9.1 of the Plan is
hereby amended by deleting subsections 9.1(a),
9.1(b), 9.1(c) and 9.1(d) in their entirety
and replacing them with the following:
(a) The acquisition by any individual,
entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Ex-
change Act of 1934, as amended (the "Exchange
Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more (the
"Triggering Percentage") of either (i) the
then outstanding shares of common stock of the
Company (the "Outstanding Company Common
Stock") or (ii) the combined voting power of
the then outstanding voting securities of the
Company entitled to vote generally in the
election of directors (the "Outstanding
Company Voting Securities"); provided, how-
ever, in the event the "Incumbent Board" (as
such term is hereinafter defined) pursuant to
authority granted in any rights agreement to
which the Company is a party (the "Rights
Agreement") lowers the acquisition threshold
percentages set forth in such Rights Agree-
ment, the Triggering Percentage shall be
automatically reduced to equal the threshold
percentages set pursuant to authority granted
to the board in the Rights Agreement; and
provided, further, however, that the following
acquisitions shall not constitute a Change of
Control: (i) any acquisition directly from
the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or
maintained by the Company or any corporation
controlled by the Company, or (iv) any acqui-
sition by any corporation pursuant to a trans-
action which complies with clauses (x), (y),
and (z) of subsection (c) of this Section 9.1;
or
(b) Individuals who, as of the date
hereof, constitute the Board (the "Incumbent
Board") cease for any reason to constitute at
least a majority of the Board; provided,
however, that any individual becoming a direc-
tor subsequent to the date hereof whose elec-
tion, appointment or nomination for election
by the Company's shareholders, was approved by
a vote of at least a majority of the directors
then comprising the Incumbent Board shall be
considered as though such individual were a
member of the Incumbent Board, but excluding,
for purposes of this definition, any such
individual whose initial assumption of office
occurs as a result of an actual or threatened
election contest with respect to the election
or removal of directors or other actual or
threatened solicitation of proxies or consents
by or on behalf of a Person other than the
Board; or
(c) Approval by the shareholders of the
Company of a reorganization, share exchange,
merger or consolidation or acquisition of
assets of another corporation (a "Business
Combination"), in each case, unless, following
such Business Combination, (x) all or substan-
tially all of the individuals and entities who
were the beneficial owners, respectively, of
the Outstanding Company Common Stock and
Outstanding Company Voting Securities immedi-
ately prior to such Business Combination will
beneficially own, directly or indirectly, more
than 50% of, respectively, the then outstand-
ing shares of common stock and the combined
voting power of the then outstanding voting
securities entitled to vote generally in the
election of directors, as the case may be, of
the corporation resulting from such Business
Combination (including, without limitation, a
corporation which as a result of such transac-
tion will own the Company through one or more
subsidiaries) in substantially the same pro-
portions as their ownership, immediately prior
to such Business Combination of the Outstand-
ing Company Common Stock and Outstanding
Company Voting Securities, as the case may be,
(y) no Person (excluding any employee benefit
plan (or related trust) of the Company or such
corporation resulting from such Business
Combination) will beneficially own, directly
or indirectly, 20% or more of, respectively,
the then outstanding shares of common stock of
the corporation resulting from such Business
Combination or the combined voting power of
the then outstanding voting securities of such
corporation except to the extent that such
ownership existed prior to the Business Combi-
nation, and (z) at least a majority of the
members of the board of directors of the
corporation resulting from such Business
Combination will have been members of the
Incumbent Board at the time of the execution
of the initial agreement, or of the action of
the Board, providing for such Business Combi-
nation; or
(d) Approval by the shareholders of the
Company of (x) a complete liquidation or
dissolution of the Company or, (y) the sale or
other disposition of all or substantially all
of the assets of the Company, other than to a
corporation, with respect to which following
such sale or other disposition, (A) more than
50% of, respectively, the then outstanding
shares of common stock of such corporation and
the combined voting power of the then out-
standing voting securities of such corporation
entitled to vote generally in the election of
directors will be beneficially owned, directly
or indirectly, by all or substantially all of
the individuals and entities who were the
beneficial owners, respectively, of the Out-
standing Company Common Stock and Outstanding
Company Voting Securities immediately prior to
such sale or other disposition in substantial-
ly the same proportion as their ownership,
immediately prior to such sale or other dispo-
sition, of the Outstanding Company Common
Stock and Outstanding Company Voting Securi-
ties, as the case may be, (B) less than 20%
of, respectively, the then outstanding shares
of common stock of such corporation and the
combined voting power of the then outstanding
voting securities of such corporation entitled
to vote generally in the election of directors
will be beneficially owned, directly or indi-
rectly, by any Person (excluding any employee
benefit plan (or related trust) of the Company
or such corporation), except to the extent
that such Person owned 20% or more of the
Outstanding Company Common Stock or Outstand-
ing Company Voting Securities prior to the
sale or disposition, and (C) at least a major-
ity of the members of the board of directors
of such corporation will have been members of
the Incumbent Board at the time of the execu-
tion of the initial agreement, or of the
action of the Board, providing for such sale
or other disposition of assets of the Company.
Except as provided in this Amendment No. 1, in all other
respects the Plan is hereby ratified and confirmed. The effective
date of this Amendment No. 1 shall be August 18, 1998.