EXHIBIT 24.2
POWER OF ATTORNEY
We, the undersigned officers and directors of ATI, Inc. (hereinafter
the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr.,
David R. Almond and John M. Thompson, and each of them, severally, our true and
lawful attorneys-in-fact with full power to them and each of them to sign for
us, and in our names as officers or directors, or both, of the Company, a
Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ DONALD N. EYLER President (Chief )
- ------------------------- Executive Officer and Chief)
Donald N. Eyler Accounting Officer) )
and Director )
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
/s/ HARRY L. WINN, JR. Director )
- ------------------------- )
Harry L. Winn, Jr. )
POWER OF ATTORNEY
We, the undersigned officers and directors of Badger Markets, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ RONALD R. LUSIC President (Chief )
- ------------------------- Executive Officer) )
Ronald R. Lusic )
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
/s/ MARK K. BATENIC Director )
- ------------------------- )
Mark K. Batenic )
)
/s/ MICHAEL J. GEORGE Director )
- ------------------------- )
Michael J. George )
POWER OF ATTORNEY
We, the undersigned officers and directors of Baker's Supermarkets,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ JACK W. BAKER Chairman, President )
- ------------------------- and Chief )
Jack W. Baker Executive Officer )
)
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) )
)
)
/s/ JACK W. BAKER Director ) September 2, 1994
- ------------------------- )
Jack W. Baker )
)
/s/ HARRY L. WINN, JR. Director )
- ------------------------- )
Harry L. Winn, Jr. )
)
/s/ THOMAS L. ZARICKI Director )
- ------------------------- )
Thomas L. Zaricki )
POWER OF ATTORNEY
We, the undersigned officers and directors of Ball Motor Service,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr. David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ RONALD R. LUSIC President (Chief )
- ------------------------- Executive Officer) )
Ronald R. Lusic )
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
/s/ MARK K. BATENIC Director )
- ------------------------- )
Mark K. Batenic )
)
/s/ MICHAEL J. GEORGE Director )
- ------------------------- )
Michael J. George )
POWER OF ATTORNEY
We, the undersigned officers and directors of Big W of Florida, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ DONALD A. LAWRENCE President (Chief )
- ------------------------- Executive Officer )
Donald A. Lawrence )
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ J. PAUL QUINN Vice President-Controller )
- ------------------------- (Chief Accounting )
J. Paul Quinn Officer) )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
/s/ HARRY L. WINN, JR. Director )
- ------------------------- )
Harry L. Winn, Jr. )
)
/s/ THOMAS L. ZARICKI Director )
- ------------------------- )
Thomas L. Zaricki )
POWER OF ATTORNEY
We, the undersigned officers and directors of Boogaart Stores of
Nebraska, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Central Park Super
Duper, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Commercial Cold/Dry
Storage Company (hereinafter the "Company") hereby severally constitute Robert
E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of D. L. Food Stores,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ IVAN D. MULLEN President (Chief )
- ------------------------- Executive Officer) and )
Ivan D. Mullen Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Del-Arrow Super Duper,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Festival Foods, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Direct Sales
Corporation (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ WILLIAM H. AHRENS President (Chief )
- ------------------------- Executive Officer) )
William H. Ahrens )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
/s/ HARRY L. WINN, JR. Director )
- ------------------------- )
Harry L. Winn, Jr. )
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Foods of
Alabama, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ IVAN D. MULLEN President (Chief )
- ------------------------- Executive Officer) and )
Ivan D. Mullen Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Foods of Ohio,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ BASIL G. VIOLAND President (Chief )
- ------------------------- Executive Officer) and )
Basil G. Violand Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ STEPHEN G. MANGOLD Director )
- ------------------------- )
Stephen G. Mangold )
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Foods of
Tennessee, Inc. (hereinafter the "Company") hereby severally constitute Robert
E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ M. THOMAS KRIEGER President (Chief )
- ------------------------- Executive Officer) and )
M. Thomas Krieger Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Foods of
Texas, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ JAMES E. STUARD President (Chief )
- ------------------------- Executive Officer) and )
James E. Stuard Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
)
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Foods of
Virginia, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
)
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Foods East,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ JAMES V. PINCIOTTI President (Chief )
- ------------------------- Executive Officer) )
James V. Pinciotti )
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
/s/ GERALD G. AUSTIN Director )
- ------------------------- )
Gerald G. Austin )
)
/s/ MARK K. BATENIC Director )
- ------------------------- )
Mark K. Batenic )
)
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Foods South,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ JAMES E. STUARD President (Chief )
- ------------------------- Executive Officer) and )
James E. Stuard Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Foods West,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ DIXON E. SIMPSON President (Chief )
- ------------------------- Executive Officer) and )
Dixon E. Simpson Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
)
)
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Foreign Sales
Corporation (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ JAMES M. WALLACE President (Chief )
- ------------------------- Executive Officer) and )
James M. Wallace Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ WILLIAM M. LAWSON, JR. Director )
- ------------------------- )
William M. Lawson, Jr. )
)
/s/ SHARON L. LEACH Director )
- ------------------------- )
Sharon L. Leach )
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Franchising,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ JOHN S. RUNYAN President (Chief )
- ------------------------- Executive Officer) and )
John S. Runyan Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Holdings, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming International
Ltd. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ J. STEVEN MOLL President (Chief )
- ------------------------- Executive Officer) )
J. Steven Moll )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ HARRY L. WINN, JR. Director )
- ------------------------- )
Harry L. Winn, Jr. )
)
/s/ WILLIAM M. LAWSON, JR. Director )
- ------------------------- )
William M. Lawson, Jr. )
)
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Site Media,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ JOHN S. RUNYAN President (Chief )
- ------------------------- Executive Officer) and )
John S. Runyan Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ HARRY L. WINN, JR. Director )
- ------------------------- )
Harry L. Winn, Jr. )
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Supermarkets
of Florida, Inc. (hereinafter the "Company") hereby severally constitute Robert
E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ DONALD A. LAWRENCE President (Chief )
- ------------------------- Executive Officer and )
Donald A. Lawrence Director )
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ J. PAUL QUINN Vice President-Controller )
- ------------------------- (Chief Accounting )
J. Paul Quinn Officer) )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
/s/ HARRY L. WINN, JR. Director )
- ------------------------- )
Harry L. Winn, Jr. )
)
/s/ THOMAS L. ZARICKI Director )
- ------------------------- )
Thomas L. Zaricki )
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Technology
Leasing Company, Inc. (hereinafter the "Company") hereby severally constitute
Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and
each of them, severally, our true and lawful attorneys-in-fact with full power
to them and each of them to sign for us, and in our names as officers or
directors, or both, of the Company, a Registration Statement (and any and all
amendments thereto, including post-effective amendments) on Form S-3 to be filed
with the Securities and Exchange Commission for the purpose of registering under
the Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ THOMAS J. DOONER, JR. President (Chief )
- ------------------------- Executive Officer) and )
Thomas J. Dooner, Jr. Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Transportation
Service, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ E. STEPHEN DAVIS President (Chief )
- ------------------------- Executive Officer )
E. Stephen Davis and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
)
POWER OF ATTORNEY
We, the undersigned officers and directors of Food Brands, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Food-4-Less, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Food Holdings, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Food Saver of Iowa,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Gateway Development
Co., Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Gateway Foods
Distributors, Inc. (hereinafter the "Company") hereby severally constitute
Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and
each of them, severally, our true and lawful attorneys-in-fact with full power
to them and each of them to sign for us, and in our names as officers or
directors, or both, of the Company, a Registration Statement (and any and all
amendments thereto, including post-effective amendments) on Form S-3 to be filed
with the Securities and Exchange Commission for the purpose of registering under
the Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Gateway Foods, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Gateway Foods of
Altoona, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Gateway Foods of
Pennsylvania, Inc. (hereinafter the "Company") hereby severally constitute
Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and
each of them, severally, our true and lawful attorneys-in-fact with full power
to them and each of them to sign for us, and in our names as officers or
directors, or both, of the Company, a Registration Statement (and any and all
amendments thereto, including post-effective amendments) on Form S-3 to be filed
with the Securities and Exchange Commission for the purpose of registering under
the Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Gateway Foods of Twin
Ports, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Gateway Foods Service
Corporation (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Grand Central Leasing
Corporation (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ DIXON E. SIMPSON President (Chief )
- ------------------------- Executive Officer) and )
Dixon E. Simpson Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting ) September 2, 1994
Donald N. Eyler Officer) and Director )
)
)
/s/ GERALD L. LISTER Director )
- ------------------------- )
Gerald L. Lister )
POWER OF ATTORNEY
We, the undersigned officers and directors of Great Bend
Supermarkets, Inc. (hereinafter the "Company") hereby severally constitute
Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and
each of them, severally, our true and lawful attorneys-in-fact with full power
to them and each of them to sign for us, and in our names as officers or
directors, or both, of the Company, a Registration Statement (and any and all
amendments thereto, including post-effective amendments) on Form S-3 to be filed
with the Securities and Exchange Commission for the purpose of registering under
the Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
)
POWER OF ATTORNEY
We, the undersigned officers and directors of Hub City
Transportation, Inc. (hereinafter the "Company") hereby severally constitute
Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and
each of them, severally, our true and lawful attorneys-in-fact with full power
to them and each of them to sign for us, and in our names as officers or
directors, or both, of the Company, a Registration Statement (and any and all
amendments thereto, including post-effective amendments) on Form S-3 to be filed
with the Securities and Exchange Commission for the purpose of registering under
the Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ J. DOUGLAS SCHNEEBERGER President (Chief )
- --------------------------- Executive Officer) )
J. Douglas Schneeberger )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- --------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- --------------------------- (Chief Accounting )
Donald N. Eyler Officer) )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- --------------------------- )
David R. Almond )
)
)
/s/ MICHAEL J. GEORGE Director )
- --------------------------- )
Michael J. George )
)
)
/s/ RONALD R. LUSIC Director )
- --------------------------- )
Ronald R. Lusic )
POWER OF ATTORNEY
We, the undersigned officers and directors of Kensington and Harlem,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of LAS, Inc. (hereinafter
the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr.,
David R. Almond and John M. Thompson, and each of them, severally, our true and
lawful attorneys-in-fact with full power to them and each of them to sign for
us, and in our names as officers or directors, or both, of the Company, a
Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ JOHN S. RUNYAN President (Chief )
- ------------------------- Executive Officer) and )
John S. Runyan Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ RICHARD D. BEAZER Director ) September 2, 1994
- ------------------------- )
Richard D. Beazer )
POWER OF ATTORNEY
We, the undersigned officers and directors of Ladysmith East IGA,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Ladysmith IGA, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Lake Markets, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of M&H DeSoto, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ PETER R. PETTIT President (Chief )
- ------------------------- Executive Officer) )
Peter R. Pettit )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ HARRY L. WINN, JR. Director )
- ------------------------- )
Harry L. Winn, Jr. )
POWER OF ATTORNEY
We, the undersigned officers and directors of M&H Financial Corp.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ PETER R. PETTIT President (Chief )
- ------------------------- Executive Officer) )
Peter R. Pettit )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ HARRY L. WINN, JR. Director )
- ------------------------- )
Harry L. Winn, Jr. )
)
POWER OF ATTORNEY
We, the undersigned officers and directors of M&H Realty Corp.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ PETER R. PETTIT President (Chief )
- ------------------------- Executive Officer) )
Peter R. Pettit )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ HARRY L. WINN, JR. Director )
- ------------------------- )
Harry L. Winn, Jr. )
)
POWER OF ATTORNEY
We, the undersigned officers and directors of Malone & Hyde, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ ROBERT F. HARRIS Chairman of the Board )
- ------------------------- and President (Chief )
Robert F. Harris Executive Officer) and )
Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ HARRY L. WINN, JR. Director )
- ------------------------- )
Harry L. Winn, Jr. )
)
POWER OF ATTORNEY
We, the undersigned officers and directors of Malone & Hyde of
Lafayette, Inc. (hereinafter the "Company") hereby severally constitute Robert
E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ JOHN H. KEYSER, JR. President (Chief )
- ------------------------- Executive Officer) )
John H. Keyser, Jr. )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ HARRY L. WINN, JR. Director )
- ------------------------- )
Harry L. Winn, Jr. )
)
)
/s/ JAMES E. STUARD Director )
- ------------------------- )
James E. Stuard )
POWER OF ATTORNEY
We, the undersigned officers and directors of Manitowoc IGA, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Moberly Foods, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
POWER OF ATTORNEY
We, the undersigned officers and directors of Mt. Morris Super
Duper, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Niagara Falls Super
Duper, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Northern Supermarkets
of Oregon, Inc. (hereinafter the "Company") hereby severally constitute Robert
E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ WILLIAM H. AHRENS President (Chief )
- ------------------------- Executive Officer) )
William H. Ahrens )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ HARRY L. WINN, JR. Director )
- ------------------------- )
Harry L. Winn, Jr. )
)
)
/s/ THOMAS L. ZARICKI )
- ------------------------- )
Thomas L. Zaricki )
POWER OF ATTORNEY
We, the undersigned officers and directors of Northgate Plaza, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of 109 West Main Street,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of 121 East Main Street,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Peshtigo IGA, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Piggly Wiggly
Corporation (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ LAWRENCE L. CRANE, JR. President (Chief )
- ------------------------- Executive Officer) and )
Lawrence L. Crane, Jr. Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) )
)
)
/s/ HARRY L. WINN, JR. Director ) September 2, 1994
- ------------------------- )
Harry L. Winn, Jr. )
)
)
/s/ JOHN S. RUNYAN Director )
- ------------------------- )
John S. Runyan )
POWER OF ATTORNEY
We, the undersigned officers and directors of Quality Incentive
Company, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ RICHARD G. BROWN President (Chief )
- ------------------------- Executive Officer) )
Richard G. Brown )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ GERALD G. AUSTIN Director )
- ------------------------- )
Gerald G. Austin )
)
)
/s/ HARRY L. WINN, JR. Director )
- -------------------------
Harry L. Winn, Jr.
POWER OF ATTORNEY
We, the undersigned officers and directors of Rainbow Transportation
Services, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ MICHAEL J. GEORGE President (Chief )
- ------------------------- Executive Officer) and )
Michael J. George Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
POWER OF ATTORNEY
We, the undersigned officers and directors of Route 16, Inc. (hereinafter
the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr.,
David R. Almond and John M. Thompson, and each of them, severally, our true and
lawful attorneys-in-fact with full power to them and each of them to sign for
us, and in our names as officers or directors, or both, of the Company, a
Registration Statement (and any and all amendments thereto, including post-
effective amendments) on Form S-3 to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933 the
guarantee by the Company of up to a maximum of $500,000,000 principal amount of
unsecured debt instruments of Fleming Companies, Inc., granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and to perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
) September 2, 1994
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and )
Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Route 219, Inc. (hereinafter
the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr.,
David R. Almond and John M. Thompson, and each of them, severally, our true and
lawful attorneys-in-fact with full power to them and each of them to sign for
us, and in our names as officers or directors, or both, of the Company, a
Registration Statement (and any and all amendments thereto, including post-
effective amendments) on Form S-3 to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933 the
guarantee by the Company of up to a maximum of $500,000,000 principal amount of
unsecured debt instruments of Fleming Companies, Inc., granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and to perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
) September 2, 1994
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and )
Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Route 417, Inc. (hereinafter
the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr.,
David R. Almond and John M. Thompson, and each of them, severally, our true and
lawful attorneys-in-fact with full power to them and each of them to sign for
us, and in our names as officers or directors, or both, of the Company, a
Registration Statement (and any and all amendments thereto, including post-
effective amendments) on Form S-3 to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933 the
guarantee by the Company of up to a maximum of $500,000,000 principal amount of
unsecured debt instruments of Fleming Companies, Inc., granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and to perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
) September 2, 1994
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and )
Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Richland Center IGA,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Scrivner, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ E. STEPHEN DAVID President (Chief )
- ------------------------- Executive Officer) )
E. Stephen David )
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ HARRY L. WINN, JR. Director ) September 2, 1994
- ------------------------- )
Harry L. Winn, Jr. )
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Scrivner-Food
Holdings, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Scrivner of Alabama,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Scrivner of Illinois,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Scrivner of Iowa, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Scrivner of Kansas,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Scrivner of New York,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Scrivner of North
Carolina, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Scrivner of
Pennsylvania, Inc. (hereinafter the "Company") hereby severally constitute
Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and
each of them, severally, our true and lawful attorneys-in-fact with full power
to them and each of them to sign for us, and in our names as officers or
directors, or both, of the Company, a Registration Statement (and any and all
amendments thereto, including post-effective amendments) on Form S-3 to be filed
with the Securities and Exchange Commission for the purpose of registering under
the Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Scrivner of Tennessee,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Scrivner of Texas,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Scrivner Super Stores
of Illinois, Inc. (hereinafter the "Company") hereby severally constitute Robert
E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Scrivner Super Stores
of Iowa, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Scrivner
Transportation, Inc. (hereinafter the "Company") hereby severally constitute
Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and
each of them, severally, our true and lawful attorneys-in-fact with full power
to them and each of them to sign for us, and in our names as officers or
directors, or both, of the Company, a Registration Statement (and any and all
amendments thereto, including post-effective amendments) on Form S-3 to be filed
with the Securities and Exchange Commission for the purpose of registering under
the Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President ) September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Sehon Foods, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ BASIL G. VIOLAND President (Chief )
- ------------------------- Executive Officer) and )
Basil G. Violand Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) )
)
)
/s/ HARRY L. WINN, JR. Director ) September 2, 1994
- ------------------------- )
Harry L. Winn, Jr. )
)
)
/s/ KEITH A. HIGGS Director )
- ------------------------- )
Keith A. Higgs )
)
)
/s/ E. A. SCHULTZ Director )
- ------------------------- )
E. A. Schultz )
POWER OF ATTORNEY
We, the undersigned officers and directors of Selected Products,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ ROBERT E. STAUTH President (Chief )
- ------------------------- Executive Officer) and )
Robert E. Stauth Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
POWER OF ATTORNEY
We, the undersigned officers and directors of Sentry Markets, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ RONALD R. LUSIC President (Chief )
- ------------------------- Executive Officer) )
Ronald R. Lusic )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) )
)
)
/s/ DAVID R. ALMOND Director ) September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ MARK K. BATENIC Director )
- ------------------------- )
Mark K. Batenic )
)
)
/s/ MICHAEL J. GEORGE Director )
- ------------------------ )
Michael J. George )
POWER OF ATTORNEY
We, the undersigned officers and directors of SmarTrans, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of South Ogden Super
Duper, Inc. (hereinafter the "Company") hereby severally constitute Robert E.
Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of
them, severally, our true and lawful attorneys-in-fact with full power to them
and each of them to sign for us, and in our names as officers or directors, or
both, of the Company, a Registration Statement (and any and all amendments
thereto, including post-effective amendments) on Form S-3 to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Southern Supermarkets,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ GERALD G. AUSTIN President (Chief )
- ------------------------- Executive Officer) and )
Gerald G. Austin Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) )
)
)
/s/ DAVID R. ALMOND Director )September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ MATTHEW G. JONAS Director )
- ------------------------- )
Matthew G. Jonas )
)
)
/s/ STEPHEN G. MANGOLD Director )
- ------------------------- )
Stephen G. Mangold )
POWER OF ATTORNEY
We, the undersigned officers and directors of Southern Supermarkets,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ JAMES E. STUARD President (Chief )
- ------------------------- Executive Officer) )
James E. Stuard )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ DONALD E. JEROME Director )
- ------------------------- )
Donald E. Jerome )
)
)
/s/ STEPHEN G. MANGOLD Director )
- ------------------------- )
Stephen G. Mangold )
POWER OF ATTORNEY
We, the undersigned officers and directors of Southern Supermarkets
of Louisiana, Inc. (hereinafter the "Company") hereby severally constitute
Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and
each of them, severally, our true and lawful attorneys-in-fact with full power
to them and each of them to sign for us, and in our names as officers or
directors, or both, of the Company, a Registration Statement (and any and all
amendments thereto, including post-effective amendments) on Form S-3 to be filed
with the Securities and Exchange Commission for the purpose of registering under
the Securities Act of 1933 the guarantee by the Company of up to a maximum of
$500,000,000 principal amount of unsecured debt instruments of Fleming
Companies, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ JAMES E. STUARD President (Chief )
- ------------------------- Executive Officer) )
James E. Stuard )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ HARRY L. WINN, JR. Director )
- ------------------------- )
Harry L. Winn, Jr. )
POWER OF ATTORNEY
We, the undersigned officers and directors of Star Groceries, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ RICHARD C. JUDD President (Chief )
- ------------------------- Executive Officer) and )
Richard C. Judd Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )September 2, 1994
- ------------------------- )
David R. Almond )
)
POWER OF ATTORNEY
We, the undersigned officers and directors of Store Equipment, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ RONALD R. LUSIC President (Chief )
- ----------------------- Executive Officer) )
Ronald R. Lusic )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) )
)
)
/s/ DAVID R. ALMOND Director )September 2, 1994
- ------------------------- )
David R. Almond )
)
)
)
/s/ MARK K. BATENIC Director )
- ------------------------- )
Mark K. Batenic )
)
)
/s/ MICHAEL J. GEORGE Director )
- ------------------------- )
Michael J. George )
POWER OF ATTORNEY
We, the undersigned officers and directors of Sundries Service, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Switzer Foods, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of 35 Church Street, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of Thompson Food Basket,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of 29 Super Market, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of 27 Slayton Avenue,
Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them,
severally, our true and lawful attorneys-in-fact with full power to them and
each of them to sign for us, and in our names as officers or directors, or both,
of the Company, a Registration Statement (and any and all amendments thereto,
including post-effective amendments) on Form S-3 to be filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 the guarantee by the Company of up to a maximum of $500,000,000
principal amount of unsecured debt instruments of Fleming Companies, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )
POWER OF ATTORNEY
We, the undersigned officers and directors of University Foods, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ JERALD R. DEWEY President (Chief )
- ------------------------- Executive Officer) and )
Jerald R. Dewey Director )
)
)
/s/ JOHN M. THOMPSON Treasurer (Chief )
- ------------------------- Financial Officer) )
John M. Thompson )
)
)
/s/ TOM STRONG Vice President )
- ------------------------- (Chief Accounting )
Tom Strong Officer) )
)
)
/s/ FRANCIS J. BREWER Director )September 2, 1994
- ------------------------- )
Francis J. Brewer )
)
)
/s/ STEPHEN G. MANGOLD Director )
- ------------------------- )
Stephen G. Mangold )
)
)
/s/ TERRY W. ROGERS Director )
- ------------------------- )
Terry W. Rogers )
)
/s/ GARY L. HENDRY Director )
- ------------------------- )
Gary L. Hendry
POWER OF ATTORNEY
We, the undersigned officers and directors of WPC, Inc. (hereinafter
the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr.,
David R. Almond and John M. Thompson, and each of them, severally, our true and
lawful attorneys-in-fact with full power to them and each of them to sign for
us, and in our names as officers or directors, or both, of the Company, a
Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ ROBERT G. DOLAN, JR. President (Chief )
- ------------------------- Executive Officer) )
Robert G. Dolan, Jr. )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )September 2, 1994
- ------------------------- )
David R. Almond )
)
)
/s/ HARRY L. WINN, JR. Director )
- ------------------------- )
Harry L. Winn, Jr. )
POWER OF ATTORNEY
We, the undersigned officers and directors of Wissinger's, Inc.
(hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally,
our true and lawful attorneys-in-fact with full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement (and any and all amendments thereto, including
post-effective amendments) on Form S-3 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 the guarantee by the Company of up to a maximum of $500,000,000 principal
amount of unsecured debt instruments of Fleming Companies, Inc., granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ HARRY L. WINN, JR. President (Chief )
- ------------------------- Executive Officer) )
Harry L. Winn, Jr. and Director )
)
)
/s/ JOHN M. THOMPSON Vice President and )
- ------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
)
/s/ DONALD N. EYLER Vice President )September 2, 1994
- ------------------------- (Chief Accounting )
Donald N. Eyler Officer) and Director )
)
)
/s/ DAVID R. ALMOND Director )
- ------------------------- )
David R. Almond )