POWER OF ATTORNEY
The undersigned officer of Fleming Supermarkets of Florida, Inc,
(hereinafter the "Company") hereby constitutes Robert E. Stauth, Harry L. Winn,
Jr., David R. Almond and John M. Thompson, and each of them, severally, my true
and lawful attorneys-in-fact with full power to them and each of them to sign
for me, and in my name as an officer 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 1993 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 A. Farello
- -------------------------------
Thomas A. Farello President November ___, 1994
(Chief Executive
Officer)
POWER OF ATTORNEY
The undersigned officer of Big W of Florida, Inc, (hereinafter the
"Company") hereby constitutes Robert E. Stauth, Harry L. Winn, Jr., David R.
Almond and John M. Thompson, and each of them, severally, my true and lawful
attorneys-in-fact with full power to them and each of them to sign for me, and
in my name as an officer 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 1993 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/ David R. Almond
- -------------------------------
David R. Almond Vice President October 24, 1994
(Acting Chief Executive
Officer)
POWER OF ATTORNEY
The undersigned officer of Fleming International Ltd. (hereinafter the
"Company") hereby constitutes Robert E. Stauth, Harry L. Winn, Jr., David R.
Almond and John M. Thompson, and each of them, severally, my true and lawful
attorneys-in-fact with full power to them and each of them to sign for me, and
in my name as an officer 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 1993 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/ Wayne Epperson
- -------------------------------
Wayne Epperson President October 24, 1994
(Chief Executive
Officer)
POWER OF ATTORNEY
The undersigned officer of Fleming Supermarkets of Florida, Inc.
(hereinafter the "Company") hereby constitutes Robert E. Stauth, Harry L. Winn,
Jr., David R. Almond and John M. Thompson, and each of them, severally, my true
and lawful attorneys-in-fact with full power to them and each of them to sign
for me, and in my name as an officer 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 1993 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/ David R. Almond
- -------------------------------
David R. Almond Vice President October 24, 1994
(Acting Chief Executive
Officer)
POWER OF ATTORNEY
The undersigned officer of M&H Financial Corp. (hereinafter the "Company")
hereby constitutes Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and
John M. Thompson, and each of them, severally, my true and lawful attorneys-in-
fact with full power to them and each of them to sign for me, and in my name as
an officer 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 1993 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.
- -------------------------------
Harry L. Winn, Jr. President October 24, 1994
(Chief Executive
Officer)
POWER OF ATTORNEY
The undersigned officer of M&H DeSoto, Inc. (hereinafter the "Company")
hereby constitutes Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and
John M. Thompson, and each of them, severally, my true and lawful attorneys-in-
fact with full power to them and each of them to sign for me, and in my name as
an officer 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 1993 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.
- -------------------------------
Harry L. Winn, Jr. President October 24, 1994
(Chief Executive
Officer)
POWER OF ATTORNEY
The undersigned officer of M&H Realty, Inc. (hereinafter the "Company")
hereby constitutes Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and
John M. Thompson, and each of them, severally, my true and lawful attorneys-in-
fact with full power to them and each of them to sign for me, and in my name as
an officer 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 1993 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 W. Smith
- -------------------------------
Robert W. Smith President October 24, 1994
(Chief Executive
Officer)
POWER OF ATTORNEY
The undersigned officer of Star Groceries, Inc. (hereinafter the "Company")
hereby constitutes Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and
John M. Thompson, and each of them, severally, my true and lawful attorneys-in-
fact with full power to them and each of them to sign for me, and in my name as
an officer 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 1993 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 L. Despot
- -------------------------------
Donald L. Despot President October 24, 1994
(Chief Executive
Officer) and Director
POWER OF ATTORNEY
The undersigned officer of WPC, Inc. (hereinafter the "Company")
hereby constitutes Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and
John M. Thompson, and each of them, severally, my true and lawful attorneys-in-
fact with full power to them and each of them to sign for me, and in my name as
an officer 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 1993 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 M. Lawson, Jr.
- -------------------------------
William M. Lawson, Jr. President October 24, 1994
(Chief Executive
Officer)
POWER OF ATTORNEY
The undersigned officers and directors of Consumer Markets, Inc.
(hereinafter the "Company") hereby 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 and directors 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 1993 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/ David S. Miller * President, Chief )
- ----------------------------- Executive Officer )
and Director )
)
/s/ Donald N. Eyler * Vice President (Chief )
- ----------------------------- Accounting )
Donald N. Eyler Officer) )
)
/s/ John M. Thompson * Vice President and )
- ----------------------------- Treasurer (Chief )
John M. Thompson Financial Officer) )
)
/s/ David R. Almond * Director ) November __, 1994
- ----------------------------- )
David R. Almond )
)
/s/ Harry L. Winn, Jr. * Director )
- ----------------------------- )
Harry L. Winn, Jr. )
)
/s/ Thomas L. Zaricki * Director )
- ----------------------------- )
Thomas L. Zaricki )
)
/s/ William M. Lawson, Jr. * Director )
- ----------------------------- )
William M. Lawson, Jr. )
*By /s/ John M. Thompson
--------------------------
John M. Thompson,
Attorney-in-Fact