S-3

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2002

                                                     REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------

                            FLEMING COMPANIES, INC.
             (Exact name of Registrant as specified in its charter)

                                                    
                      OKLAHOMA                                              48-0222760
            (State or other jurisdiction                                 (I.R.S. Employer
          of incorporation or organization)                           Identification Number)



                             1945 LAKEPOINTE DRIVE
                            LEWISVILLE, TEXAS 75029
                                 (972) 906-8000
   (Address and telephone number of Registrant's principal executive offices)

      FOR CO-REGISTRANTS, SEE "TABLE OF CO-REGISTRANTS" ON FOLLOWING PAGE.

                           CARLOS M. HERNANDEZ, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            FLEMING COMPANIES, INC.
                             1945 LAKEPOINTE DRIVE
                            LEWISVILLE, TEXAS 75057
                                 (972) 906-8000
           (Name, address, including ZIP code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:

                            TRACY K. EDMONSON, ESQ.
                                LATHAM & WATKINS
                       505 MONTGOMERY STREET, SUITE 1900
                      SAN FRANCISCO, CALIFORNIA 94111-2562
                                 (415) 391-0600

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time after the effective date of this Registration Statement, as determined
by the Registrant.
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]

                        CALCULATION OF REGISTRATION FEE



- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
         TITLE OF EACH CLASS OF                   PROPOSED MAXIMUM AGGREGATE
       SECURITIES TO BE REGISTERED                   OFFERING PRICE(1)(2)                  AMOUNT OF REGISTRATION FEE(2)
- -------------------------------------------------------------------------------------------------------------------------------
                                                                               
Debt Securities(3).......................
Guarantees of Debt Securities(5)(6)......                    (4)                                        (4)
Common Stock, $2.50 par value per
  share(7)...............................
- -------------------------------------------------------------------------------------------------------------------------------
          Total..........................                $600,000,000                                 $55,200
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------


(1) Securities may be issued in U.S. dollars or the equivalent thereof in
    foreign currency or currency units.
(2) The registration fee has been calculated in accordance with Rule 457(o)
    under the Securities Act of 1933, as amended, and reflects the offering
    price rather than the principal amount of any debt securities issued at a
    discount.
(3) Debt securities may be issued in primary offerings or upon conversion of
    another series of debt securities registered hereby.
(4) Omitted pursuant to General Instruction II.D. to Form S-3 under the
    Securities Act of 1933, as amended.
(5) Any series of debt securities may be guaranteed by one or more
    co-registrants.
(6) Pursuant to Rule 457(n), no separate fee is payable with respect to the
    guarantees being registered hereby.
(7) Shares of common stock may be issued in primary offerings or upon conversion
    of debt securities registered hereby.

    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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                            TABLE OF CO-REGISTRANTS



                                              STATE OF                IRS EMPLOYER        PSICC
NAME                                  JURISDICTION OF FORMATION   IDENTIFICATION NUMBER   NUMBER
- ----                                  -------------------------   ---------------------   ------
                                                                                 
ABCO Food Group, Inc.                      Nevada                    88-044007            5411
ABCO Markets, Inc.                        Arizona                    86-0491500             *
ABCO Realty Corp.                         Arizona                    86-0491499             *
AG, L.L.C                                 Oklahoma                       **                **
American Logistics Group, Inc.            Delaware                   13-2656567           5141
Arizona Price Impact, L.L.C.              Oklahoma                   73-1546576           5411
Baker's Food Group, Inc.                   Nevada                    88-0440078           5411
Cardinal Wholesale, Inc.                 Minnesota                   41-0969178           5194
Dunigan Fuels, Inc.                        Texas                     52-2206478           5172
FAVAR CONCEPTS, LTD                       Delaware                   73-1570430           5411
Fleming Foods Management Co., L.L.C       Oklahoma                   73-1577381           5141
Fleming Foods of Texas, L.P.              Oklahoma                   73-1577380           5141
Fleming International Ltd.                Oklahoma                   73-1414701           5141
Fleming Supermarkets of Florida,
  Inc.                                    Florida                    65-0418543           5411
Fleming Transportation Service, Inc.      Oklahoma                   73-1126039           5141
Fleming Wholesale, Inc.                    Nevada                    93-1175982           5141
Food 4 Less Beverage Company, Inc.         Texas                         **                **
FuelServ, Inc.                            Delaware                   75-2894483           5172
Gateway Insurance Agency, Inc.           Wisconsin                   39-1346803           5141
LAS, Inc.                                 Oklahoma                   73-1410261           5411
Minter-Weisman Co.                       Minnesota                   41-0809931           5194
Piggly Wiggly Company                     Oklahoma                   73-1477999           6794
Progressive Realty, Inc.                  Oklahoma                   73-1485750           5141
Rainbow Food Group, Inc.                   Nevada                   88-04400079           5411
Retail Investments, Inc.                   Nevada                    86-0900985           5411
Retail Supermarkets, Inc.                  Texas                     74-0658440           5411
RFS Marketing Services, Inc.              Oklahoma                   73-1489627           5141
Richmar Foods, Inc.                      California                  68-0095094           5411
Scrivner Transportation, Inc.             Oklahoma                   73-1288028             *


- ---------------

 * Inactive entity.

** No I.R.S. Employer Identification Number or PSICC Number - subsidiary created
   solely for liquor license.


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                  SUBJECT TO COMPLETION, DATED APRIL 24, 2002

                                  $600,000,000

                            FLEMING COMPANIES, INC.

                        DEBT SECURITIES AND COMMON STOCK

                             ---------------------

     We may from time to time sell up to $600,000,000 aggregate initial offering
price of our debt securities, our common stock, $2.50 par value per share, or
any combination of our debt securities and our common stock.

     These debt securities may consist of notes, debentures or other types of
debt. We will provide specific terms of these debt securities in supplements to
this prospectus. Our payment obligations under any series of debt securities may
be guaranteed by one or more of our subsidiaries which are co-registrants. You
should read this prospectus and any prospectus supplement carefully before you
invest.

     This prospectus provides a general description of the securities we may
offer. The specific terms of the securities offered by this prospectus will be
set forth in a supplement to this prospectus and will include:

     - in the case of common stock, the number of shares, purchase price and
       terms of the offering and sale thereof; and

     - in the case of debt securities, the specific designation, aggregate
       principal amount, purchase price, maturity, interest rate, time of
       payment of interest, terms (if any) for the subordination or redemption
       thereof, and any other specific terms of the debt securities.

     Our common stock is traded on the New York Stock Exchange under the symbol
"FLM". On April 23, 2002 the last reported sale price for our common stock on
the New York Stock Exchange was $21.56 per share.

                             ---------------------

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAVE THESE
ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                             ---------------------

                The date of this prospectus is           , 2002.


     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. WE ARE
OFFERING TO SELL THE SECURITIES, AND SEEKING OFFERS TO BUY THE SECURITIES, ONLY
IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED
IN THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT IS ACCURATE ONLY
AS OF THE DATE OF THIS PROSPECTUS AND THE DATE OF ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS AND ANY
ACCOMPANYING PROSPECTUS SUPPLEMENT OR ANY SALES OF THE SECURITIES. WHEN WE
DELIVER THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT, WE ARE NOT
IMPLYING THAT THE INFORMATION IS CURRENT AS OF THE DATE OF THE DELIVERY OR SALE.
IN THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT, UNLESS OTHERWISE
INDICATED, THE "COMPANY", "WE", "US" AND "OUR" REFER TO FLEMING COMPANIES, INC.
AND ITS CONSOLIDATED SUBSIDIARIES.

                               TABLE OF CONTENTS



                                                              PAGE
                                                              ----
                                                           
About this Prospectus.......................................    1
Where You Can Find More Information.........................    1
Special Note Regarding Forward-Looking Statements...........    2
The Company.................................................    3
Use of Proceeds.............................................    3
Ratio of Earnings to Fixed Charges..........................    4
Description of Debt Securities..............................    4
Description of Capital Stock................................   12
Plan of Distribution........................................   15
Legal Matters...............................................   16
Experts.....................................................   16



                             ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that Fleming Companies,
Inc. and the co-registrants (together, the "registrants") filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, the registrants may sell any combination
of the securities described in this prospectus in one or more offerings up to a
total dollar amount of $600,000,000. This prospectus provides you with a general
description of the securities the registrants may offer. Each time the
registrants sell securities, the registrants will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described under the
next heading "Where You Can Find More Information".

                      WHERE YOU CAN FIND MORE INFORMATION

     Fleming Companies, Inc. files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You can inspect and copy these reports, proxy statements and other information
at the public reference facilities of the Securities and Exchange Commission in
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information on
the public reference room. The Securities and Exchange Commission also maintains
a web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with it
(http://www.sec.gov). Information contained in our web site is not part of this
prospectus. You can inspect reports and other information we file at the office
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

     The registrants have filed a registration statement and related exhibits
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. The registration statement contains additional information about us and
the securities. You may inspect the registration statement and exhibits without
charge at the office of the Securities and Exchange Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and you may obtain copies from the
Securities and Exchange Commission at prescribed rates.

     The Securities and Exchange Commission allows us to "incorporate by
reference" the information Fleming Companies, Inc. files with it, which means
that we can disclose important information to you by referring to those
documents. The information incorporated by reference is an important part of
this prospectus, and information that Fleming Companies, Inc. files later with
the Securities and Exchange Commission will automatically update and supersede
that information. The registrants incorporate by reference the following
documents Fleming Companies, Inc. filed with the Securities and Exchange
Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (Securities and Exchange Commission file number 001-08140) (other than
information in such documents that is deemed not to be filed):

     - Annual Report on Form 10-K for the year ended December 29, 2001
       (including information specifically incorporated by reference into our
       Form 10-K from our Proxy Statement for our 2002 Annual Meeting of
       Shareholders);

     - Our Current Reports on Form 8-K filed with the Securities and Exchange
       Commission on April 2, 2002, April 16, 2002 and April 24, 2002 (other
       than the information furnished pursuant to Item 9 of such report, which
       information is deemed not to be filed);

     - Description of Fleming Companies, Inc.'s common stock contained in our
       registration statement on Form 8-A filed with the Securities and Exchange
       Commission on April 19, 1983, including any amendments or reports filed
       for the purpose of updating such description; and

     - all documents filed by Fleming Companies, Inc. with the Securities and
       Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
       Exchange Act after the date of this prospectus and before we stop
       offering the securities (other than those portions of such documents
       described in

                                        1


       paragraphs (i), (k), and (l) of Item 402 of Regulation S-K promulgated by
       the Securities and Exchange Commission and other than information in such
       documents that is deemed not to be filed).

     You may request a copy of these filings at no cost, by writing us at the
following address or telephoning us at the following number:

                            Fleming Companies, Inc.
                       1945 Lakepointe Drive, Box 299013
                            Lewisville, Texas 75029
                         Attention: Investor Relations
                                 (972) 906-8000

     You should rely only on the information incorporated by reference or
provided in this prospectus and any prospectus supplement. The registrants have
not authorized anyone else to provide you with different information.

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     All statements other than statements of historical facts included or
incorporated by reference in this prospectus, including, without limitation,
statements regarding our future financial position, business strategy and our
management's plans and objectives for future operations, are forward-looking
statements. Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may", "will", "expect", "intend",
"estimate", "anticipate", "believe" or "continue" or the negative thereof or
variations thereon or similar terminology. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, these
expectations may not prove to be correct. These forward-looking statements and
our business and prospects are subject to a number of factors that could cause
actual results to differ materially, including:

     - our ability to obtain capital or obtain it on acceptable terms;

     - unanticipated problems with product procurement;

     - adverse effects of the changing industry environment and increased and
       intense competition;

     - sales declines and loss of customers;

     - negative effects of Kmart Corporation's bankruptcy reorganization;

     - exposure to litigation and other contingent losses;

     - failure to achieve the expected results of our growth plans;

     - the inability to integrate acquired companies and to achieve operating
       improvements at those companies;

     - increases in labor costs and disruptions in labor relations with union
       bargaining units representing our employees;

     - negative effects of our substantial indebtedness and the limitations
       imposed by restrictive covenants contained in our debt instruments; and

     - goodwill impairment due to changes in markets.

     These and other risk factors are described in our Securities and Exchange
Commission reports, including but not limited to the Annual Report on Form 10-K
for the fiscal year ended December 29, 2001. All subsequent written and oral
forward-looking statements attributable to us, or persons acting on our behalf,
are expressly qualified in their entirety by the cautionary statements. We
undertake no obligation to update forward-looking statements to reflect
developments or information obtained after the date on the cover page of this
prospectus.

                                        2


                                  THE COMPANY

     We are an industry leader in the distribution of consumable goods, and also
have a growing presence in operating "price impact" supermarkets. Through our
distribution group, we distribute products to customers that operate
approximately 3,000 supermarkets, 6,800 convenience stores and over 2,000
supercenters, discount stores, limited assortment stores, drug stores, specialty
stores and other stores across the United States.

     As of April 20, 2002, our retail group operated 119 stores, predominantly
supermarkets that focus on low prices and high quality perishables, comprised of
102 price impact supermarkets that offer everyday low prices that are typically
below the prices of market-leading conventional supermarkets and 17 limited
assortment stores under the yes!LESS(R) banner that offer a narrow selection of
low-price, private label food and other consumable goods and general merchandise
at deep-discount prices.

     Our principal executive offices are located at 1945 Lakepointe Drive,
Lewisville, Texas 75057. Our telephone number at that location is (972)
906-8000.

RECENT DEVELOPMENTS

     Core-Mark Acquisition.  On April 23, 2002, we signed a merger agreement to
acquire Core-Mark International, Inc. ("Core-Mark"), a distributor of consumer
package goods to convenience stores and other retailers in the western United
States. We will pay approximately $295 million in cash to acquire Core-Mark. In
addition, we will assume all of Core-Mark's outstanding debt as of the closing
of the merger, which we estimate to be approximately $95 million. Core-Mark
distributes consumer package goods to nearly 30,000 convenience stores and other
retailers from its network of 19 distribution centers and had fiscal 2001 sales
of approximately $3.4 billion.

     Our acquisition of Core-Mark is subject to a number of conditions,
including our receipt of certain regulatory approvals and other customary
closing conditions. Although we cannot assure you that any or all of these
conditions will be satisfied, we believe that we will complete the acquisition
during our second fiscal quarter of 2002.

     We intend to finance our acquisition of Core-Mark with a combination of
available cash, borrowings under our credit facility and the net proceeds from
public offerings of debt and/or equity securities.

     Head Distributing Acquisition.  On April 23, 2002, we acquired Head
Distributing Company ("Head Distributing") for approximately $40 million in
cash, which amount is subject to potential future de minimus adjustment as
provided in an agreement among us and Head Distributing's stockholders. Head
Distributing operates two piece-pick distribution facilities and serves
approximately 3,000 retail locations in six southeastern states and had fiscal
2001 sales of approximately $350 million.

                                USE OF PROCEEDS

     Unless we indicate otherwise in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of the securities for general
corporate purposes, which may include, but are not limited to, funding our
obligations in the acquisition of Core-Mark, including repaying the debt we
assumed from Core-Mark in connection with the acquisition, and for working
capital, capital expenditures and other potential acquisitions. We will set
forth in the applicable prospectus supplement our intended use for the net
proceeds received from our sale of any securities.

                                        3


                       RATIO OF EARNINGS TO FIXED CHARGES

     Our ratios of earnings to fixed charges for the periods indicated are as
follows:



                                                    FISCAL YEAR ENDED
                         ------------------------------------------------------------------------
                         DECEMBER 27,   DECEMBER 26,   DECEMBER 25,   DECEMBER 30,   DECEMBER 29,
                             1997           1998           1999           2000           2001
                         ------------   ------------   ------------   ------------   ------------
                                                                      
Ratio of earnings to
  fixed charges(1).....     1.41x             --             --             --          1.29x


- ---------------

(1) For purposes of computing this ratio, earnings consist of earnings before
    income taxes and fixed charges. Fixed charges consist primarily of interest
    expense, including amortization of deferred debt issuance costs and
    one-third of rental expense (the portion considered representative of the
    interest factor). Earnings were insufficient to cover fixed charges by $598
    million, $63 million and $202 million for the fiscal years ended December
    26, 1998, December 25, 1999 and December 30, 2000, respectively.

                         DESCRIPTION OF DEBT SECURITIES

     This prospectus describes certain general terms and provisions of our debt
securities. When we offer to sell a particular series of debt securities, we
will describe the specific terms of the series in a supplement to this
prospectus. We will also indicate in the supplement whether the general terms
and provisions described in this prospectus apply to a particular series of debt
securities.

     We may offer under this prospectus up to $600,000,000 aggregate principal
amount of debt securities, or if debt securities are issued at a discount, or in
a foreign currency or composite currency, such principal amount as may be sold
for an initial public offering price of up to $600,000,000. The debt securities
will represent our direct obligations and will rank equally with all of our
other unsubordinated indebtedness, unless otherwise specified in the applicable
prospectus supplement. Any series of debt securities may be guaranteed by one or
more of our subsidiaries which are co-registrants.

     The debt securities offered hereby will be issued under an indenture
between us and a trustee. We have summarized select portions of the indenture
below. The summary is not complete. We have filed a copy of the indenture as an
exhibit to the registration statement and you should read the indenture for
provisions that may be important to you. Capitalized terms used in the summary
below have the meanings specified in the indenture.

     When we refer to "we", "our", "us" and the "company" in this section, we
mean Fleming Companies, Inc. excluding, unless the context otherwise requires or
as otherwise expressly stated, our subsidiaries.

GENERAL

     The terms of each series of debt securities will be established by or
pursuant to a resolution of our board of directors and detailed or determined in
the manner provided in an officers' certificate or by a supplemental indenture.
The particular terms of each series of debt securities will be described in a
prospectus supplement relating to the series, including any pricing supplement.

     We can issue an unlimited amount of debt securities under the indenture
that may be in one or more series with the same or various maturities, at par,
at a premium, or at a discount. We will set forth in a prospectus supplement
(including any pricing supplement) relating to any series of debt securities
being offered, the initial offering price, the aggregate principal amount and
the following terms of the debt securities, if applicable:

     - the title of the debt securities;

     - the price or prices (expressed as a percentage of the aggregate principal
       amount) at which we will sell the debt securities;

     - any limit on the aggregate principal amount of the debt securities;

                                        4


     - the date or dates on which we will pay the principal on the debt
       securities;

     - the rate or rates (which may be fixed or variable) per annum or the
       method used to determine the rate or rates (including any commodity,
       commodity index, stock exchange index or financial index) at which the
       debt securities will bear interest, the date or dates from which interest
       will accrue, the date or dates on which interest will commence and be
       payable and any regular record date for the interest payable on any
       interest payment date;

     - the place or places where principal of, premium, and interest on the debt
       securities will be payable;

     - whether the debt securities rank as senior subordinated debt securities
       or subordinated debt securities;

     - the terms of any guarantee of any debt securities;

     - the terms and conditions upon which we may redeem the debt securities;

     - any obligation we have to redeem or purchase the debt securities pursuant
       to any sinking fund or analogous provisions or at the option of a holder
       of debt securities;

     - the dates on which and the price or prices at which we will repurchase
       the debt securities at the option of the holders of debt securities and
       other detailed terms and provisions of these repurchase obligations;

     - the denominations in which the debt securities will be issued, if other
       than denominations of $1,000 and any integral multiple thereof;

     - whether the debt securities will be issued in the form of certificated
       debt securities or global debt securities;

     - the portion of principal amount of the debt securities payable upon
       declaration of acceleration of the maturity date, if other than the
       principal amount;

     - the currency of denomination of the debt securities;

     - the designation of the currency, currencies or currency units in which
       payment of principal of, premium and interest on the debt securities will
       be made;

     - if payments of principal of, premium or interest on the debt securities
       will be made in one or more currencies or currency units other than that
       or those in which the debt securities are denominated, the manner in
       which the exchange rate with respect to these payments will be
       determined;

     - the manner in which the amounts of payment of principal of, premium or
       interest on the debt securities will be determined, if these amounts may
       be determined by reference to an index based on a currency or currencies
       other than that in which the debt securities are denominated or
       designated to be payable or by reference to a commodity, commodity index,
       stock exchange index or financial index;

     - whether, the ratio at which and the terms and conditions upon which, if
       any, the debt securities will be convertible into or exchangeable for our
       common stock or our other securities or securities of another person;

     - any provisions relating to any security provided for the debt securities;

     - any addition to or change in the Events of Default described in this
       prospectus or in the indenture with respect to the debt securities and
       any change in the acceleration provisions described in this prospectus or
       in the indenture with respect to the debt securities;

     - any addition to or change in the covenants described in this prospectus
       or in the indenture with respect to the debt securities;

     - any other terms of the debt securities, which may modify or delete any
       provision of the indenture as it applies to that series; and

     - any depositaries, interest rate calculation agents, exchange rate
       calculation agents or other agents with respect to the debt securities.

                                        5


     In addition, the indenture does not limit our ability to issue subordinated
debt securities. Any subordination provisions of a particular series of debt
securities will be set forth in the officers' certificate or supplemental
indenture related to that series of debt securities and will be described in the
relevant prospectus supplement.

     We may issue debt securities that provide for an amount less than their
stated principal amount to be due and payable upon declaration of acceleration
of their maturity pursuant to the terms of the indenture. We will provide you
with information on the federal income tax considerations and other special
considerations applicable to any of these debt securities in the applicable
prospectus supplement.

     If we denominate the purchase price of any of the debt securities in a
foreign currency or currencies or a foreign currency unit or units, or if the
principal of and any premium and interest on any series of debt securities is
payable in a foreign currency or currencies or a foreign currency unit or units,
we will provide you with information on the restrictions, elections, general tax
considerations, specific terms and other information with respect to that issue
of debt securities and such foreign currency or currencies or foreign currency
unit or units in the applicable prospectus supplement.

TRANSFER AND EXCHANGE

     Each debt security will be represented by either one or more global
securities registered in the name of The Depository Trust Company, as Depositary
(the "Depositary"), or a nominee of the Depositary (we will refer to any debt
security represented by a global debt security as a "book-entry debt security"),
or a certificate issued in definitive registered form (we will refer to any debt
security represented by a certificated security as a "certificated debt
security"), as described in the applicable prospectus supplement. Except as
described under "Global Debt Securities and Book-Entry System" below, book-entry
debt securities will not be issuable in certificated form.

     Certificated Debt Securities.  You may transfer or exchange certificated
debt securities at any office we maintain for this purpose in accordance with
the terms of the indenture. No service charge will be made for any transfer or
exchange of certificated debt securities, but we may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with a transfer or exchange.

     You may transfer certificated debt securities and the right to receive the
principal of, premium and interest on certificated debt securities only by
surrendering the old certificate representing those certificated debt
securities, and either we or the trustee will reissue the old certificate to the
new holder or we or the trustee will issue a new certificate to the new holder.

     Global Debt Securities and Book-Entry System.  Each global debt security
representing book-entry debt securities will be deposited with, or on behalf of,
the Depositary, and registered in the name of the Depositary or a nominee of the
Depositary.

     The Depositary has indicated it intends to follow the following procedures
with respect to book-entry debt securities.

     Ownership of beneficial interests in book-entry debt securities will be
limited to persons that have accounts with the Depositary for the related global
debt security ("participants") or persons that may hold interests through
participants. Upon the issuance of a global debt security, the Depositary will
credit, on its book-entry registration and transfer system, the participants'
accounts with the respective principal amounts of the book-entry debt securities
represented by the global debt security beneficially owned by such participants.
The accounts to be credited will be designated by any dealers, underwriters or
agents participating in the distribution of the book-entry debt securities.
Ownership of book-entry debt securities will be shown on, and the transfer of
the ownership interests will be effected only through, records maintained by the
Depositary for the related global debt security (with respect to interests of
participants) and on the records of participants (with respect to interests of
persons holding through participants). The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. These laws may impair the ability to own, transfer or pledge
beneficial interests in book-entry debt securities.

                                        6


     So long as the Depositary for a global debt security, or its nominee, is
the registered owner of that global debt security, the Depositary or its
nominee, as the case may be, will be considered the sole owner or holder of the
book-entry debt securities represented by such global debt security for all
purposes under the indenture. Except as described herein, beneficial owners of
book-entry debt securities will not be entitled to have securities registered in
their names, will not receive or be entitled to receive physical delivery of a
certificate in definitive form representing securities and will not be
considered the owners or holders of those securities under the indenture.
Accordingly, to exercise any rights of a holder under the indenture, each person
beneficially owning book-entry debt securities must rely on the procedures of
the Depositary for the related global debt security and, if that person is not a
participant, on the procedures of the participant through which that person owns
its interest.

     We understand, however, that under existing industry practice, the
Depositary will authorize the persons on whose behalf it holds a global debt
security to exercise certain rights of holders of debt securities, and the
indenture provides that we, the trustee and our respective agents will treat as
the holder of a debt security the persons specified in a written statement of
the Depositary with respect to that global debt security for purposes of
obtaining any consents or directions required to be given by holders of the debt
securities pursuant to the indenture.

     We will make payments of principal of, and premium and interest on
book-entry debt securities to the Depositary or its nominee, as the case may be,
as the registered holder of the related global debt security. We, the trustee
and any other agent of ours or agent of the trustee will not have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a global debt
security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

     We expect that the Depositary, upon receipt of any payment of principal of,
premium or interest on a global debt security, will immediately credit
participants' accounts with payments in amounts proportionate to the respective
amounts of book-entry debt securities held by each participant as shown on the
records of the Depositary. We also expect that payments by participants to
owners of beneficial interests in book-entry debt securities held through those
participants will be governed by standing customer instructions and customary
practices, as is now the case with the securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of those participants.

     We will issue certificated debt securities in exchange for each global debt
security if the Depositary is at any time unwilling or unable to continue as
Depositary or ceases to be a clearing agency registered under the Exchange Act,
and a successor Depositary registered as a clearing agency under the Exchange
Act is not appointed by us within 120 days. In addition, we may at any time and
in our sole discretion determine not to have any of the book-entry debt
securities of any series represented by one or more global debt securities and,
in that event, we will issue certificated debt securities in exchange for the
global debt securities of that series. Any certificated debt securities issued
in exchange for a global debt security will be registered in such name or names
as the Depositary shall instruct the trustee. We expect that such instructions
will be based upon directions received by the Depositary from participants with
respect to ownership of book-entry debt securities relating to such global debt
security.

     We have obtained the foregoing information in this section concerning the
Depositary and the Depositary's book-entry system from sources we believe to be
reliable, but we take no responsibility for the accuracy of this information.

NO PROTECTION IN THE EVENT OF A CHANGE OF CONTROL

     Unless we state otherwise in the applicable prospectus supplement, the debt
securities will not contain any provisions which may afford holders of the debt
securities protection in the event we have a change in control or in the event
of a highly leveraged transaction (whether or not such transaction results in a
change in control).

                                        7


COVENANTS

     Unless we state otherwise in the applicable prospectus supplement and in a
supplement to the indenture, the debt securities will not contain any
restrictive covenants, including covenants restricting us or any of our
subsidiaries from incurring, issuing, assuming or guarantying any indebtedness
secured by a lien on any of our or our subsidiaries' property or capital stock,
or restricting us or any of our subsidiaries from entering into any sale and
leaseback transactions.

CONSOLIDATION, MERGER AND SALE OF ASSETS

     We may not, in a single transaction or a series of related transactions,
consolidate with or merge with or into any other person or sell, assign, convey,
transfer or lease or otherwise dispose of all or substantially all of our
properties and assets to any person or group of affiliated persons if such
transaction or transactions, in the aggregate, would result in a sale,
assignment, conveyance, transfer, lease or disposal of all or substantially all
of our properties and assets on a consolidated basis to any other person or
group of affiliated persons, unless at the time and after giving effect thereto:

     - either:

      - we are the surviving or continuing corporation; or

      - the person (if other than us) formed by such consolidation or into which
        we are merged or the person which acquires by sale, assignment,
        conveyance, transfer, lease or disposition our properties and assets
        substantially as an entirety is a corporation duly organized and validly
        existing under the laws of the United States, any state thereof or the
        District of Columbia and, in any case, expressly assumes, by a
        supplemental indenture, executed and delivered to the trustee, in form
        satisfactory to the trustee, all of our obligations under the debt
        securities and the indenture, and the indenture remains in full force
        and effect;

     - immediately before and immediately after giving effect to the transaction
       on a pro forma basis (and treating any debt not previously an obligation
       of ours which becomes an obligation of ours in connection with or as a
       result of the transaction as having been incurred at the time of the
       transaction), no Default or Event of Default (as defined below) has
       occurred and is continuing; and

     - we deliver, or caused to be delivered, to the trustee, in form and
       substance satisfactory to the trustee, an officers' certificate and an
       opinion of counsel, each to the effect that the consolidation, merger,
       sale, assignment, conveyance, transfer, lease or other transaction and
       the supplemental indenture in respect thereto, if required, comply with
       the provisions set forth in the preceding bullet points and that all
       conditions precedent provided for in the indenture relating to the
       transaction have been complied with.

EVENTS OF DEFAULT

     "Event of Default" means with respect to any series of debt securities, any
of the following:

     - default in the payment of any interest upon any debt security of that
       series when it becomes due and payable, and continuance of that default
       for a period of 30 days;

     - default in the payment of principal of or premium on any debt security of
       that series when due and payable;

     - default in the deposit of any sinking fund payment, when and as due in
       respect of any debt security of that series;

     - default in the performance, or breach, of any other covenant or agreement
       by us in the indenture (other than a default in the performance, or
       breach, of a covenant or agreement that is specifically dealt with in the
       immediately preceding bullet points or that has been included in the
       indenture solely for the benefit of a series of debt securities other
       than that series), which default continues uncured for a period of 60
       days after we receive written notice from the trustee or we and the
       trustee receive written

                                        8

       notice from the holders of at least 25% in aggregate principal amount of
       the then outstanding debt securities of that series as provided in the
       indenture;

     - a default in the payment of the principal of any debt of ours (including
       a default with respect to debt securities of any series other than that
       series) or any of our subsidiaries shall have occurred under any
       agreements, indentures or instruments under which we or any of our
       subsidiaries then has outstanding debt in excess of $50 million when the
       same shall become due and payable in full and such default shall have
       continued after any applicable grace period and shall not have been cured
       or waived, or an event of default as defined in any of these agreements,
       indentures or instruments shall have occurred and the debt thereunder, if
       not already matured at its final maturity in accordance with its terms,
       shall have been accelerated;

     - certain events of bankruptcy, insolvency or reorganization; and

     - any other Event of Default provided with respect to debt securities of
       that series that is described in the applicable prospectus supplement
       accompanying this prospectus.

     No Event of Default with respect to a particular series of debt securities
(except as to certain events of bankruptcy, insolvency or reorganization)
necessarily constitutes an Event of Default with respect to any other series of
debt securities. An Event of Default may also be an event of default under our
bank credit agreements in existence from time to time and under certain
guaranties by us of any subsidiary indebtedness. In addition, certain Events of
Default or an acceleration under the indenture may also be an event of default
under some of our other indebtedness outstanding from time to time.

     If an Event of Default with respect to debt securities of any series at the
time outstanding occurs and is continuing, then the trustee or the holders of
not less than 25% in aggregate principal amount of the then outstanding debt
securities of that series may, by written notice to us (and to the trustee if
given by the holders), declare to be due and payable immediately the principal
(or, if the debt securities of that series are discount securities, that portion
of the principal amount as may be specified in the terms of that series) and
premium of all debt securities of that series. In the case of an Event of
Default resulting from certain events of bankruptcy, insolvency or
reorganization, the principal (or such specified amount) and premium of all
outstanding debt securities will become and be immediately due and payable
without any declaration or other act by the trustee or any holder of outstanding
debt securities. At any time after a declaration of acceleration with respect to
debt securities of any series has been made, but before the trustee has obtained
a judgment or decree for payment of the money due, the holders of a majority in
aggregate principal amount of the then outstanding debt securities of that
series may, subject to our having paid or deposited with the trustee a sum
sufficient to pay overdue interest and principal which has become due other than
by acceleration and certain other conditions, rescind and annul such
acceleration if all Events of Default, other than the non-payment of accelerated
principal and premium with respect to debt securities of that series, have been
cured or waived as provided in the indenture. For information as to waiver of
defaults see the discussion under "-- Modification and Waiver" below. We refer
you to the prospectus supplement relating to any series of debt securities that
are discount securities for the particular provisions relating to acceleration
of a portion of the principal amount of the discount securities upon the
occurrence of an Event of Default and the continuation of an Event of Default.

     The indenture provides that the trustee will be under no obligation to
exercise any of its rights or powers under the indenture at the request of any
holder of outstanding debt securities, unless the trustee receives indemnity
satisfactory to it against any loss, liability or expense. Subject to certain
rights of the trustee, the holders of a majority in aggregate principal amount
of the then outstanding debt securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee or exercising any trust or power conferred on the
trustee with respect to the debt securities of that series.

                                        9


     No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to the indenture
or for the appointment of a receiver or trustee, or for any remedy under the
indenture, unless:

     - that holder has previously given to the trustee written notice of a
       continuing Event of Default with respect to debt securities of that
       series; and

     - the holders of at least 25% in aggregate principal amount of the then
       outstanding debt securities of that series have made written request, and
       offered reasonable indemnity, to the trustee to institute such proceeding
       as trustee, and the trustee shall not have received from the holders of a
       majority in aggregate principal amount of the then outstanding debt
       securities of that series a direction inconsistent with that request and
       has failed to institute the proceeding within 60 days.

     Notwithstanding the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the principal of, premium
and any interest on that debt security on or after the due dates expressed in
that debt security and to institute suit for the enforcement of payment.

     The indenture requires us, within 90 days after the end of our fiscal year,
to furnish to the trustee a statement as to compliance with the indenture. The
indenture provides that the trustee may withhold notice to the holders of debt
securities of any series of any Default or Event of Default (except in payment
on any debt securities of that series) with respect to debt securities of that
series if it in good faith determines that withholding notice is in the interest
of the holders of those debt securities.

MODIFICATION AND WAIVER

     We and the trustee may modify and amend the indenture with the consent of
the holders of at least a majority in aggregate principal amount of the then
outstanding debt securities of each series affected by the modifications or
amendments. We and the trustee may not make any modification or amendment
without the consent of the holder of each affected debt security then
outstanding if that amendment will:

     - change the amount of debt securities whose holders must consent to an
       amendment or waiver;

     - reduce the rate of or extend the time for payment of interest (including
       default interest) on any debt security;

     - reduce the principal of or premium on or change the fixed maturity of any
       debt security or reduce the amount of, or postpone the date fixed for,
       the payment of any sinking fund or analogous obligation with respect to
       any series of debt securities;

     - reduce the principal amount of discount securities payable upon
       acceleration of maturity;

     - waive a default in the payment of the principal of, premium or interest
       on any debt security (except a rescission of acceleration of the debt
       securities of any series by the holders of at least a majority in
       aggregate principal amount of the then outstanding debt securities of
       that series and a waiver of the payment default that resulted from that
       acceleration);

     - make the principal of or premium or interest on any debt security payable
       in currency other than that stated in the debt security;

     - make any change to certain provisions of the indenture relating to, among
       other things, the right of holders of debt securities to receive payment
       of the principal of, premium and interest on those debt securities and to
       institute suit for the enforcement of any payment and to waivers or
       amendments; or

     - waive a redemption payment with respect to any debt security or change
       any of the provisions with respect to the redemption of any debt
       securities.

     Except for certain specified provisions, the holders of at least a majority
in aggregate principal amount of the then outstanding debt securities of any
series may on behalf of the holders of all debt securities of that series waive
our compliance with provisions of the indenture. The holders of a majority in
aggregate principal amount of the then outstanding debt securities of any series
may on behalf of the holders of all the debt

                                        10


securities of that series waive any past default under the indenture with
respect to that series and its consequences, except a default in the payment of
the principal of, premium or any interest on any debt security of that series;
provided, however, that the holders of a majority in aggregate principal amount
of the then outstanding debt securities of any series may rescind an
acceleration and its consequences, including any related payment default that
resulted from the acceleration.

DEFEASANCE OF DEBT SECURITIES AND CERTAIN COVENANTS IN CERTAIN CIRCUMSTANCES

     Legal Defeasance.  The indenture provides that, unless otherwise provided
by the terms of the applicable series of debt securities, we may be discharged
from any and all obligations in respect of the debt securities of any series
(except for certain obligations to register the transfer or exchange of debt
securities of the series, to replace stolen, lost or mutilated debt securities
of the series, and to maintain paying agencies and certain provisions relating
to the treatment of funds held by paying agents). We will be so discharged upon
the deposit with the trustee, in trust, of money and/or U.S. Government
Obligations or, in the case of debt securities denominated in a single currency
other than U.S. dollars, Foreign Government Obligations (as defined below),
that, through the payment of interest and principal in accordance with their
terms, will provide money in an amount sufficient in the opinion of a nationally
recognized firm of independent public accountants to pay and discharge each
installment of principal, premium and interest on and any mandatory sinking fund
payments in respect of the debt securities of that series on the stated maturity
of such payments in accordance with the terms of the indenture and those debt
securities.

     This discharge may occur only if, among other things, we have delivered to
the trustee an officers' certificate and an opinion of counsel stating that we
have received from, or there has been published by, the United States Internal
Revenue Service a ruling or, since the date of execution of the indenture, there
has been a change in the applicable United States federal income tax law, in
either case to the effect that holders of the debt securities of such series
will not recognize income, gain or loss for United States federal income tax
purposes as a result of the deposit, defeasance and discharge and will be
subject to United States federal income tax on the same amount and in the same
manner and at the same times as would have been the case if the deposit,
defeasance and discharge had not occurred.

     Defeasance of Certain Covenants.  The indenture provides that, unless
otherwise provided by the terms of the applicable series of debt securities,
upon compliance with certain conditions:

     - we may omit to comply with the restrictive covenants contained in
       Sections 4.2 through 4.6 and Section 5.1 of the indenture, as well as any
       additional covenants contained in a supplement to the indenture, a board
       resolution or an officers' certificate delivered pursuant to the
       indenture; and

     - Events of Default under Section 6.1(e) of the indenture will not
       constitute a Default or an Event of Default with respect to the debt
       securities of that series.

     The conditions include:

     - depositing with the trustee money and/or U.S. Government Obligations or,
       in the case of debt securities denominated in a single currency other
       than U.S. dollars, Foreign Government Obligations, that, through the
       payment of interest and principal in accordance with their terms, will
       provide money in an amount sufficient in the opinion of a nationally
       recognized firm of independent public accountants to pay principal,
       premium and interest on and any mandatory sinking fund payments in
       respect of the debt securities of that series on the stated maturity of
       those payments in accordance with the terms of the indenture and those
       debt securities; and

     - delivering to the trustee an opinion of counsel to the effect that the
       holders of the debt securities of that series will not recognize income,
       gain or loss for United States federal income tax purposes as a result of
       the deposit and related covenant defeasance and will be subject to United
       States federal income tax in the same amount and in the same manner and
       at the same times as would have been the case if the deposit and related
       covenant defeasance had not occurred.

                                        11


     Covenant Defeasance and Events of Default.  In the event we exercise our
option not to comply with certain covenants of the indenture with respect to any
series of debt securities and the debt securities of that series are declared
due and payable because of the occurrence of any Event of Default, the amount of
money and/or U.S. Government Obligations or Foreign Government Obligations on
deposit with the trustee will be sufficient to pay amounts due on the debt
securities of that series at the time of their stated maturity but may not be
sufficient to pay amounts due on the debt securities of that series at the time
of the acceleration resulting from the Event of Default. However, we will remain
liable for those payments.

     "Foreign Government Obligations" means, with respect to debt securities of
any series that are denominated in a currency other than U.S. dollars:

     - direct obligations of the government that issued or caused to be issued
       such currency for the payment of which obligations its full faith and
       credit is pledged, which are not callable or redeemable at the option of
       the issuer thereof; or

     - obligations of a person controlled or supervised by or acting as an
       agency or instrumentality of that government the timely payment of which
       is unconditionally guaranteed as a full faith and credit obligation by
       that government, which are not callable or redeemable at the option of
       the issuer thereof.

GOVERNING LAW

     The indenture and the debt securities will be governed by, and construed in
accordance with, the internal laws of the State of New York.

                          DESCRIPTION OF CAPITAL STOCK

GENERAL

     Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $2.50 per share, and 2,000,000 shares of preferred stock, par
value $10.00 per share. As of February 25, 2002, 44,478,000 shares of our common
stock were issued and outstanding and no shares of our preferred stock were
issued and outstanding.

COMMON STOCK

     Holders of our common stock are entitled to one vote for each share held
with respect to all matters as to which the common stock is entitled to vote.
Except as otherwise required by law, the holders of our common stock vote
together with the holders of all shares of our preferred stock that are entitled
to vote, and not as a separate class. Voting rights for the election of
directors are noncumulative. Subject to the preferential and other dividend
rights of holders of our preferred stock, holders of our common stock are
entitled to receive any dividends, payable in cash, stock or otherwise, that our
board of directors may declare at any time or from time to time out of legally
available funds. In the event of our liquidation, dissolution or winding up,
after distribution in full of any preferential or other amounts owed to holders
of our preferred stock, holders of our common stock are entitled to receive all
of our remaining assets, ratably in proportion to the number of shares of common
stock they hold. Holders of our common stock have no conversion, preemptive or
subscription rights, and shares of our common stock are not subject to
redemption. All outstanding shares of our common stock are fully paid and
nonassessable.

PREFERRED STOCK

     Our certificate of incorporation authorizes our board of directors, without
further action by our shareholders, to issue up to 2,000,000 shares of preferred
stock in one or more series. The board is authorized to fix the powers, rights,
preferences and limitations of the shares of each series of preferred stock,
including the designation and number of shares of each series, the dividend rate
payable on each series and whether dividends are cumulative or noncumulative,
voting rights, redemption rights, the creation of a sinking fund with respect to
a series, conversion rights, preference rights upon a liquidation or dissolution
and the relative
                                        12


priority of the shares of each series to shares of other classes or series, as
well as any other rights. The issuance of preferred stock could dilute the
voting power of holders of our common stock, and the likelihood that holders of
preferred stock will receive dividend payments and payments upon liquidation may
have the effect of delaying, deferring or preventing a change in control of our
company, which could depress the market price of our common stock. We have no
present plans to issue any shares of preferred stock.

ANTI-TAKEOVER PROVISIONS IN OUR CERTIFICATE OF INCORPORATION AND OKLAHOMA LAW

     Limitation on Shareholder Rights Plan -- Bylaws.  Our bylaws contain a
provision which limits our ability to "adopt or maintain a poison pill,
shareholder rights plan, rights agreement or any other form of "poison pill"
which is designed to or which has the effect of making acquisitions of large
holdings of the Corporation's shares of stock more difficult or expensive . . .
unless such a plan is first approved by a majority shareholder vote" and
prohibits the amendment, alteration, deletion or modification of such bylaw by
the board of directors without prior shareholder approval.

     Business Combination -- Certificate of Incorporation.  Our certificate of
incorporation provides that certain business combinations and transactions
involving us and a holder of 10% or more of our outstanding common stock, which
we refer to in our certificate of incorporation as an "interested shareholder,"
must be approved by the holders of at least 80% of the outstanding shares of our
common stock that are not held by interested shareholders, unless:

     - three-fourths of our directors who are not affiliated with an interested
       shareholder approve the transaction; or

     - certain minimum price criteria and procedural safeguards are satisfied.

     If the 80% vote requirement does not apply to a given transaction, then the
vote otherwise required by Oklahoma law would apply. Oklahoma law requires,
except as provided in Section 1090.3 of the Oklahoma General Corporation Act
(see below) or the Oklahoma control shares law (see below), the favorable vote
of a majority of the outstanding shares of voting stock of a corporation to
adopt a merger or consolidation, for the sale, lease or exchange of all or
substantially all of the assets of the corporation, or for a reclassification,
recapitalization, reorganization or similar transaction.

     Business Combinations -- Oklahoma Statutes.  In addition, we are subject to
Section 1090.3 of the Oklahoma General Corporation Act. In general, this statute
prohibits a publicly-held Oklahoma corporation from engaging in any business
combination with any interested shareholder for a period of three years
following the date that the shareholder became an interested shareholder,
unless:

     - prior to the date the shareholder became an interested shareholder, the
       board of directors of the corporation approved either the business
       combination or the transaction that resulted in the shareholder becoming
       an interested shareholder;

     - upon consummation of the transaction that resulted in the shareholder
       becoming an interested shareholder, the interested shareholder owned at
       least 85% of the voting stock of the corporation outstanding at the time
       the transaction commenced, excluding those shares owned by persons who
       are directors and also officers, and employee stock plans in which
       employee participants do not have the right to determine confidentially
       whether shares held subject to the plan will be tendered in a tender or
       exchange offer; or

     - subsequent to the date that the shareholder became an interested
       shareholder, the business combination is approved by the board of
       directors and authorized at an annual or special meeting of shareholders,
       and not by written consent, by the affirmative vote of at least
       two-thirds of the outstanding voting stock not held by the interested
       shareholder.

                                        13


     Section 1090.3 of the Oklahoma General Corporation Act defines "business
combination" to include:

     - any merger or consolidation involving the corporation and the interested
       shareholder;

     - sale, pledge, transfer or other disposition of 10% or more of the assets
       of the corporation involving the interested shareholder;

     - subject to exceptions, any transaction that results in the issuance or
       transfer by the corporation of any stock of the corporation to the
       interested shareholder; or

     - receipt by the interested shareholder of the benefit of any loans,
       advances, guarantees, pledges or other financial benefits provided by or
       through the corporation.

     In general, Section 1090.3 of the Oklahoma General Corporation Act defines
an "interested shareholder" as any person that owns 15% or more of the
outstanding voting stock of the corporation or any person affiliated with or
controlling or controlled by such person.

     Oklahoma Control Shares Law.  The Oklahoma control shares law, if
applicable, eliminates voting rights with respect to control shares after a
control share acquisition unless the right to vote is approved by the
affirmative vote of a majority of all voting power excluding interested shares,
i.e., shares held by the acquiring person, officers of the company and any
employee of the company who is also a director of the company. "Control shares"
means issued and outstanding shares having 20% or more of all voting power.
Certain acquisitions of control shares are excluded from the elimination of
voting power provisions, e.g., shares acquired pursuant to a merger or
acquisition to which the company is a party to the agreement of merger or
acquisition.

     Certificate of Incorporation -- Greenmail.  Our certificate of
incorporation requires a majority of the voting power of the company to approve
the purchase by us of shares from a shareholder who owns 5% or more of our
outstanding shares within two years after the person acquired such shares.

     Annual Election of Directors.  Our bylaws provide that candidates for our
board of directors may be nominated only by our board of directors or by a
shareholder who gives written notice to us not less than 60 nor more than 90
days prior to the meeting of shareholders at which the directors are to be
elected. However, directors may be elected without a meeting by unanimous
written consent of the shareholders.

     Our board of directors may consist of not less than three nor more than 20
members to be determined from time to time by our board. We amended our
certificate of incorporation in 1999 to phase out our classified board. The
effect of this was that five of the then seven members were up for election at
our annual meeting of shareholders in 2001. After our annual meeting of
shareholders in 2002, all of our directors will be of one class and serve for a
term ending at the annual meeting following the annual meeting at which each
director was elected. Between shareholder meetings, our board may appoint new
directors to fill vacancies or newly created directorships.

     Shareholder Action by Written Consent.  Our shareholders may act by written
consent without a meeting if the consent or consents are signed by the holders
of all of the outstanding stock entitled to vote on the matter.

LIMITATION OF LIABILITY AND INDEMNIFICATION

     Oklahoma law permits, and our certificate of incorporation contains, a
provision eliminating our directors' liability to us or our shareholders for
monetary damages for breach of fiduciary duty, except for liability:

     - for any breach of the director's duty of loyalty to us or our
       shareholders;

     - for acts or omissions not in good faith or which involve intentional
       misconduct or which the director knows to be a violation of law;

                                        14


     - under Section 1053 of the Oklahoma General Corporation Act (generally,
       liability for unlawful dividends or stock repurchases); or

     - for any transaction from which the director derived an improper personal
       benefit.

     In addition, our bylaws contain provisions indemnifying our directors and
officers to the fullest extent permitted by the Oklahoma General Corporation
Act, but such provisions are not exclusive of other rights to indemnification
pursuant to agreement, vote of shareholders or disinterested directors or
otherwise. We believe that these provisions will assist us in attracting and
retaining qualified individuals to serve as our directors and officers.

TRANSFER AGENT

     The transfer agent and registrar for our common stock is First Chicago
Trust Company, a division of Equiserve. First Chicago Trust Company's telephone
number is (800) 317-4445.

                              PLAN OF DISTRIBUTION

     We may sell securities to or through underwriters and also may sell
securities directly to purchasers or through agents. We will name any
underwriter or agent involved in the offer and sale of securities in the
applicable prospectus supplement.

     We may distribute the securities from time to time in one or more
transactions:

     - at a fixed price or prices, which may be changed;

     - at market prices prevailing at the time of sale;

     - at prices related to such prevailing market prices; or

     - at negotiated prices.

     We may also, from time to time, authorize dealers, acting as our agents, to
offer and sell securities upon the terms and conditions set forth in the
applicable prospectus supplement. In connection with the sale of securities, we,
or the purchasers of securities for whom the underwriters may act as agents, may
compensate underwriters in the form of discounts, concessions or commissions.
Underwriters may sell the securities to or through dealers, and those dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agent. Underwriters, dealers and agents participating in the distribution
of securities may be deemed to be underwriters under the Securities Act, and any
discounts or commissions they receive from us and any profit they realize on
resale of the securities may be deemed to be underwriting discounts and
commissions under the Securities Act. We will describe in the applicable
prospectus supplement any compensation we pay to underwriters or agents in
connection with the offering of securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers.

     We may enter into agreements to indemnify underwriters, dealers and agents
who participate in the distribution of securities against certain liabilities,
including liabilities under the Securities Act.

     To facilitate the offering of securities, certain persons participating in
the offering may engage in transactions that stabilize, maintain or otherwise
affect the price of the securities. This may include over-allotments or short
sales of the securities, which involve the sale by persons participating in the
offering of more securities than we sold to them. In these circumstances, these
persons would cover such over-allotments or short positions by making purchases
in the open market or by exercising their over-allotment option, if any. In
addition, these persons may stabilize or maintain the price of the securities by
bidding for or purchasing securities in the open market or by imposing penalty
bids, whereby selling concessions allowed to dealers participating in the
offering may be reclaimed if securities sold by them are repurchased in
connection with stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of

                                        15


the securities at a level above that which might otherwise prevail in the open
market. These transactions may be discontinued at any time.

     Certain of the underwriters, dealers or agents and their associates may
engage in transactions with and perform services for us in the ordinary course
of our business.

                                 LEGAL MATTERS

     Latham & Watkins of San Francisco, California, and McAfee & Taft of
Oklahoma City, Oklahoma, each will issue an opinion about certain legal matters
with respect to the securities for us. Any underwriters will be advised about
the other issues relating to any offering by their own legal counsel.

                                    EXPERTS

     The consolidated financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the fiscal year ended December
29, 2001 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is also incorporated in this prospectus by
reference, and have been so incorporated in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.

                                        16


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                  $600,000,000

                            FLEMING COMPANIES, INC.

                        DEBT SECURITIES AND COMMON STOCK

                                   ----------

                                   PROSPECTUS
                                   ----------

                                           , 2002

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The expenses to be paid by us in connection with the distribution of the
securities being registered are as set forth in the following table:

                                                            
Securities and Exchange Commission Fee......................   $ 55,200
*Rating Agency Fees.........................................     25,000
*Legal Fees and Expenses....................................    250,000
*Accounting Fees and Expenses...............................     25,000
*Printing Expenses..........................................     35,000
*Blue Sky Fees..............................................      7,500
*Trustee/Issuing & Paying Agent Fees and Expenses...........      5,000
*Transfer Agent Fees & Expenses.............................      5,000
*Miscellaneous..............................................     42,300
                                                               --------
     *Total.................................................   $450,000
                                                               ========



- ---------------

* Estimated

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article Thirteen of our Restated Certificate of Incorporation contains a
provision, permitted by Section 1006B.7 of the Oklahoma General Corporation Act
(the "OGCA"), limiting the personal monetary liability of directors for breach
of fiduciary duty as a director. The OGCA and our Restated Certificate of
Incorporation provide that such provision does not eliminate or limit liability,
(1) for any breach of the director's duty of loyalty to the company or our
shareholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) for unlawful payments
of dividends or unlawful stock repurchases or redemptions, as provided in
Section 1053 of the OGCA, or (4) for any transaction from which the director
derived an improper personal benefit.

     Section 1031 of the OGCA permits indemnification against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with actions, suits or
proceedings in which a director, officer, employee or agent is a party by reason
of the fact that he or she is or was such a director, officer, employee or
agent, if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the company and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. However, in connection with actions by or in
our right, such indemnification is not permitted if such person has been
adjudged liable to us unless the court determines that, under all of the
circumstances, such person is nonetheless fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

     Section 1031 also permits us to purchase and maintain insurance on behalf
of our directors and officers against any liability which may be asserted
against, or incurred by, such persons in their capacities as our directors or
officers whether or not we would have the power to indemnify such persons
against such liabilities under the provisions of such section.

     Section 1031 further provides that the statutory provision is not exclusive
of any other right to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of shareholders or
independent directors, or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such office.

     Article 8 of our bylaws contains provisions regarding indemnification which
parallel those described above. We maintain insurance policies that insure our
officers and directors against certain liabilities.
                                       II-1


ITEM 16.  EXHIBITS.



EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
  *1      Form of Underwriting Agreement.
   4.1    Restated Certificate of Incorporation of Fleming Companies,
          Inc., filed as Exhibit 3.1 to Fleming's Quarterly Report on
          Form 10-Q for the quarter ended April 17, 1999 and
          incorporated herein by reference.
   4.2    Bylaws of Fleming Companies, Inc., filed as Exhibit 3.2 to
          Fleming's Quarterly Report on Form 10-Q for the quarter
          ended April 17, 1999 and incorporated herein by reference.
   4.3    Form of Indenture.
  *4.4    Form of Debt Security.
   5.1    Opinion of Latham & Watkins.
   5.2    Opinion of McAfee & Taft.
  12      Statement Regarding Computation of Ratios.
  23.1    Consent of Deloitte & Touche LLP.
  23.2    Consent of Latham & Watkins (included in Exhibit 5.1).
  23.3    Consent of McAfee & Taft (included in Exhibit 5.2).
  24      Powers of Attorney (included on the signature pages hereto).
 *25      Statement of Eligibility of Trustee on Form T-1.


- ---------------

* To be filed by amendment or by a report on Form 8-K Pursuant to Regulation
  S-K, Item 601(b).

ITEM 17.  UNDERTAKINGS.

     (a) We hereby undertake:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Securities and Exchange Commission pursuant to Rule 424(b) if,
        in the aggregate, the changes in volume and price represent no more than
        a 20% change in the maximum aggregate offering price set forth in the
        "Calculation of Registration Fee" table in the effective registration
        statement;

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

     provided, however, that information required to be included in a
     post-effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may
     be contained in periodic reports filed by us pursuant to Section 13 or
     Section 15(d) of the Exchange Act that are incorporated by reference in the
     registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities

                                       II-2


     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
company pursuant to the provisions described in this registration statement
above, or otherwise, we have been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by us of expenses incurred or paid by a director, officer or controlling
person of us in the successful defense of any action, suit or proceeding) is
asserted against us by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

     (d) We further undertake that:

          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance under Rule 430A and contained in
     a form of prospectus filed by us pursuant to Rule 424(b)(1) or (4), or
     497(h) under the Securities Act of 1933 shall be deemed to be part of this
     registration statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

     (e) We hereby undertake to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Securities and Exchange Commission under Section
305(b)(2) of the Trust Indenture Act.

                                       II-3


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Lewisville, state of Texas, on April 22, 2002.

                                          FLEMING COMPANIES, INC.

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                   Senior Vice President,
                                               General Counsel and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Mark S. Hansen, Neal J. Rider
and Carlos M. Hernandez, with full power of substitution and full power to act
without the other, his or her true and lawful attorney-in-fact and agent to act
for him or her in his or her name, place and stead, in any and all capacities,
to sign a registration statement on Form S-3 and any or all amendments thereto
(including without limitation any post-effective amendments thereto), and any
registration statement for the same offering that is to be effective under Rule
462(b) of the Securities Act, and to file each of the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent, each
acting alone, or his substitute or substitutes, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully, to all intents
and purposes, as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                      SIGNATURE                                             TITLE
                      ---------                                             -----
                                                     
                 /s/ MARK S. HANSEN                       Chairman of the Board and Chief Executive
- -----------------------------------------------------                      Officer
                   Mark S. Hansen                               (Principal Executive Officer)

                  /s/ NEAL J. RIDER                     Executive Vice President and Chief Financial
- -----------------------------------------------------                      Officer
                    Neal J. Rider                               (Principal Financial Officer)

                 /s/ MARK D. SHAPIRO                    Senior Vice President, Finance and Operations
- -----------------------------------------------------      Control (Principal Accounting Officer)
                   Mark D. Shapiro

                 /s/ HERBERT M. BAUM                                      Director
- -----------------------------------------------------
                   Herbert M. Baum

              /s/ KENNETH M. DUBERSTEIN                                   Director
- -----------------------------------------------------
                Kenneth M. Duberstein

                 /s/ ARCHIE R. DYKES                                      Director
- -----------------------------------------------------
                   Archie R. Dykes


                                       II-4




                      SIGNATURE                                             TITLE
                      ---------                                             -----
                                                     
                /s/ CAROL B. HALLETT                                      Director
- -----------------------------------------------------
                  Carol B. Hallett

                /s/ ROBERT S. HAMADA                                      Director
- -----------------------------------------------------
                  Robert S. Hamada

             /s/ EDWARD C. JOULLIAN III                                   Director
- -----------------------------------------------------
               Edward C. Joullian III

                /s/ ALICE M. PETERSON                                     Director
- -----------------------------------------------------
                  Alice M. Peterson


                                       II-5


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Lewisville, state of Texas, on April 22, 2002.

                                          ABCO FOOD GROUP, INC., a Nevada
                                          corporation
                                          BAKER'S FOOD GROUP, INC., a Nevada
                                          corporation

                                          By:      /s/ JOHN D. SIMRELL
                                            ------------------------------------
                                                      John D. Simrell
                                               Vice President, Secretary and
                                                          Treasurer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint John D. Simrell and Carlos M.
Hernandez, with full power of substitution and full power to act without the
other, his true and lawful attorney-in-fact and agent to act for him in his
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-3 and any or all amendments thereto (including without
limitation any post-effective amendments thereto), and any registration
statement for the same offering that is to be effective under Rule 462(b) of the
Securities Act, and to file each of the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, each acting alone, or
his substitute or substitutes, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully, to all intents and purposes,
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                  SIGNATURE                                         TITLE
                  ---------                                         -----
                                             
            /s/ JAMES R. VAUGHAN                           President and Director
- ---------------------------------------------           (Principal Executive Officer)
              James R. Vaughan

             /s/ JOHN D. SIMRELL                  Vice President, Secretary, Treasurer and
- ---------------------------------------------   Director (Principal Financial and Accounting
               John D. Simrell                                    Officer)


                                       II-6


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Lewisville, state of Texas, on April 22, 2002.

                                          ABCO MARKETS, INC., an Arizona
                                          corporation
                                          ABCO REALTY CORP., an Arizona
                                          corporation
                                          RETAIL SUPERMARKETS, INC., a Texas
                                          corporation

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                Vice President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                  SIGNATURE                                        TITLE
                  ---------                                        -----
                                            
            /s/ THOMAS G. DAHLEN                          President and Director
- ---------------------------------------------          (Principal Executive Officer)
              Thomas G. Dahlen

              /s/ NEAL J. RIDER                   Vice President, Treasurer and Director
- ---------------------------------------------  (Principal Financial and Accounting Officer)
                Neal J. Rider

           /s/ CARLOS M. HERNANDEZ                               Director
- ---------------------------------------------
             Carlos M. Hernandez


                                       II-7


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          AG, L.L.C., an Oklahoma limited
                                          liability company

                                          By: Fleming Companies, Inc., its sole
                                          member

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                   Senior Vice President,
                                               General Counsel and Secretary

                                       II-8


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          AMERICAN LOGISTICS GROUP, INC.,
                                          a Delaware corporation

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                Vice President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                    SIGNATURE                                               TITLE
                    ---------                                               -----
                                                                                 
             /s/ WILLIAM A. MERRIGAN                               President and Director
 ------------------------------------------------               (Principal Executive Officer)
               William A. Merrigan


                /s/ NEAL J. RIDER                    Vice President, Treasurer, Assistant Secretary and
 ------------------------------------------------       Director (Principal Financial and Accounting
                  Neal J. Rider                                           Officer)


             /s/ CARLOS M. HERNANDEZ                                      Director
 ------------------------------------------------
               Carlos M. Hernandez


                                       II-9


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          ARIZONA PRICE IMPACT, L.L.C.,
                                          an Oklahoma limited liability company

                                          By: Fleming Companies, Inc., its sole
                                              member

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                   Senior Vice President,
                                               General Counsel and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                    SIGNATURE                                               TITLE
                    ---------                                               -----
                                                                                 
               /s/ JAMES R. VAUGHAN                                 President and Manager
 ------------------------------------------------               (Principal Executive Officer)
                 James R. Vaughan


                /s/ NEAL J. RIDER                               Vice President and Treasurer
 ------------------------------------------------       (Principal Financial and Accounting Officer)
                  Neal J. Rider


             /s/ CARLOS M. HERNANDEZ                                       Manager
 ------------------------------------------------
               Carlos M. Hernandez


               /s/ THOMAS G. DAHLEN                                        Manager
 ------------------------------------------------
                 Thomas G. Dahlen


                                      II-10


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Lewisville, state of Texas, on April 22, 2002.

                                          CARDINAL WHOLESALE, INC., a Minnesota
                                          corporation
                                          MINTER-WEISMAN CO., a Minnesota
                                          corporation

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                Vice President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                    SIGNATURE                                               TITLE
                    ---------                                               -----
                                                                                 
               /s/ E. STEPHEN DAVIS                    Chief Executive Officer, President and Director
 ------------------------------------------------               (Principal Executive Officer)
                 E. Stephen Davis


                /s/ NEAL J. RIDER                          Vice President, Treasurer and Director
 ------------------------------------------------       (Principal Financial and Accounting Officer)
                  Neal J. Rider


             /s/ CARLOS M. HERNANDEZ                                      Director
 ------------------------------------------------
               Carlos M. Hernandez


                                      II-11


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          DUNIGAN FUELS, INC., a Texas
                                          corporation

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                Vice President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                    SIGNATURE                                               TITLE
                    ---------                                               -----
                                                                                 
               /s/ THOMAS G. DAHLEN                    Chief Executive Officer, President and Director
 ------------------------------------------------               (Principal Executive Officer)
                 Thomas G. Dahlen


                /s/ NEAL J. RIDER                               Vice President and Treasurer
 ------------------------------------------------       (Principal Financial and Accounting Officer)
                  Neal J. Rider


             /s/ CARLOS M. HERNANDEZ                                      Director
 ------------------------------------------------
               Carlos M. Hernandez


              /s/ G. CRAIG BIRCHETTE                                      Director
 ------------------------------------------------
                G. Craig Birchette


                /s/ CHARLES MOONEY                                        Director
 ------------------------------------------------
                  Charles Mooney


             /s/ KIRSTEN E. RICHESSON                                     Director
 ------------------------------------------------
               Kirsten E. Richesson


                                      II-12


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          FAVAR CONCEPTS, LTD., a Delaware
                                          corporation

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                Vice President and Secretary

                                                     POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                       SIGNATURE                                              TITLE
                       ---------                                              -----
                                                        
/s/ SCOTT M. NORTHCUTT                                               President and Director
- --------------------------------------------------------          (Principal Executive Officer)
Scott M. Northcutt

/s/ NEAL J. RIDER                                            Vice President, Treasurer and Director
- --------------------------------------------------------       (Principal Financial and Accounting
Neal J. Rider                                                               Officer)

/s/ CARLOS M. HERNANDEZ                                                     Director
- --------------------------------------------------------
Carlos M. Hernandez


                                      II-13


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          FLEMING FOODS MANAGEMENT CO., L.L.C.,
                                          an Oklahoma limited liability company

                                          By: Fleming Companies, Inc., its sole
                                          member

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                   Senior Vice President,
                                               General Counsel and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                       SIGNATURE                                              TITLE
                       ---------                                              -----
                                                        
/s/ E. STEPHEN DAVIS                                          Chairman, President, Chief Executive
- --------------------------------------------------------                     Officer
E. Stephen Davis                                                           and Manager
                                                                  (Principal Executive Officer)

/s/ MARK D. SHAPIRO                                               Vice President and Treasurer
- --------------------------------------------------------       (Principal Financial and Accounting
Mark D. Shapiro                                                             Officer)

/s/ CARLOS M. HERNANDEZ                                                      Manager
- --------------------------------------------------------
Carlos M. Hernandez


                                      II-14


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          FLEMING FOODS OF TEXAS, L.P., an
                                          Oklahoma limited partnership

                                          By: Fleming Companies, Inc., its
                                          general partner

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                   Senior Vice President,
                                               General Counsel and Secretary

                                                     POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                       SIGNATURE                                              TITLE
                       ---------                                              -----
                                                        
/s/ E. STEPHEN DAVIS                                          President and Chief Executive Officer
- --------------------------------------------------------          (Principal Executive Officer)
E. Stephen Davis

/s/ MARK D. SHAPIRO                                               Vice President and Treasurer
- --------------------------------------------------------       (Principal Financial and Accounting
Mark D. Shapiro                                                             Officer)


                                      II-15


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Lewisville, state of Texas, on April 22, 2002.

                                          FLEMING INTERNATIONAL LTD., an
                                          Oklahoma corporation
                                          FLEMING WHOLESALE, INC., a Nevada
                                          corporation
                                          LAS, INC., an Oklahoma corporation
                                          RFS MARKETING SERVICES, INC., an
                                          Oklahoma corporation

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                Vice President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                       SIGNATURE                                              TITLE
                       ---------                                              -----
                                                        
/s/ NEAL J. RIDER                                                    President and Director
- --------------------------------------------------------          (Principal Executive Officer)
Neal J. Rider

/s/ MARK D. SHAPIRO                                           Vice President, Treasurer, Assistant
- --------------------------------------------------------             Secretary and Director
Mark D. Shapiro                                                (Principal Financial and Accounting
                                                                            Officer)

/s/ CARLOS M. HERNANDEZ                                                     Director
- --------------------------------------------------------
Carlos M. Hernandez


                                      II-16


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          FLEMING SUPERMARKETS OF FLORIDA, INC.,
                                          a Florida corporation

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                Vice President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                       SIGNATURE                                              TITLE
                       ---------                                              -----
                                                        
/s/ SCOTT NICHOLSON                                                         President
- --------------------------------------------------------          (Principal Executive Officer)
Scott Nicholson

/s/ MARK D. SHAPIRO                                           Vice President, Treasurer, Assistant
- --------------------------------------------------------             Secretary and Director
Mark D. Shapiro                                                (Principal Financial and Accounting
                                                                            Officer)

/s/ NEAL J. RIDER                                                           Director
- --------------------------------------------------------
Neal J. Rider

/s/ CARLOS M. HERNANDEZ                                                     Director
- --------------------------------------------------------
Carlos M. Hernandez


                                      II-17


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          FLEMING TRANSPORTATION SERVICE, INC.,
                                          an Oklahoma corporation

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                Vice President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                    SIGNATURE                                              TITLE
                    ---------                                              -----
                                               

               /s/ E. STEPHEN DAVIS                                President and Director
 ------------------------------------------------              (Principal Executive Officer)
                 E. Stephen Davis


                /s/ NEAL J. RIDER                    Vice President, Treasurer and Assistant Secretary
 ------------------------------------------------       (Principal Financial and Accounting Officer)
                  Neal J. Rider


             /s/ CARLOS M. HERNANDEZ                                      Director
 ------------------------------------------------
               Carlos M. Hernandez


             /s/ WILLIAM A. MERRIGAN                                      Director
 ------------------------------------------------
               William A. Merrigan


                                      II-18


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          FOOD 4 LESS BEVERAGE COMPANY, INC.,
                                          a Texas corporation

                                          By:      /s/ CHARLES L. HALL
                                            ------------------------------------
                                                      Charles L. Hall
                                                  President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                    SIGNATURE                                              TITLE
                    ---------                                              -----
                                               

               /s/ CHARLES L. HALL                           President, Secretary and Director
 ------------------------------------------------              (Principal Executive Officer)
                 Charles L. Hall


                                      II-19


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          FUELSERV, INC., a Delaware corporation

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                Vice President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                    SIGNATURE                                              TITLE
                    ---------                                              -----
                                               

               /s/ THOMAS G. DAHLEN                   Chief Executive Officer, President and Director
 ------------------------------------------------              (Principal Executive Officer)
                 Thomas G. Dahlen


             /s/ MATTHEW H. HILDRETH                            Vice President and Treasurer
 ------------------------------------------------       (Principal Financial and Accounting Officer)
               Matthew H. Hildreth


             /s/ CARLOS M. HERNANDEZ                                      Director
 ------------------------------------------------
               Carlos M. Hernandez


               /s/ MARK D. SHAPIRO                                        Director
 ------------------------------------------------
                 Mark D. Shapiro


                                      II-20


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          GATEWAY INSURANCE AGENCY, INC.,
                                          a Wisconsin corporation

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                Vice President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                    SIGNATURE                                              TITLE
                    ---------                                              -----
                                               

                /s/ NEAL J. RIDER                                  President and Director
 ------------------------------------------------              (Principal Executive Officer)
                  Neal J. Rider


             /s/ MATTHEW H. HILDRETH                 Vice President, Treasurer and Assistant Secretary
 ------------------------------------------------       (Principal Financial and Accounting Officer)
               Matthew H. Hildreth


             /s/ CARLOS M. HERNANDEZ                                      Director
 ------------------------------------------------
               Carlos M. Hernandez


             /s/ WILLIAM H. MARQUARD                                      Director
 ------------------------------------------------
               William H. Marquard


                                      II-21


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          PIGGLY WIGGLY COMPANY, an Oklahoma
                                          corporation,

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                Vice President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                     SIGNATURE                                             TITLE
                     ---------                                             -----
                                                

               /s/ JIMMY D. GARRISON                                     President
- ---------------------------------------------------            (Principal Executive Officer)
                 Jimmy D. Garrison


                 /s/ NEAL J. RIDER                               Vice President, Treasurer,
- ---------------------------------------------------           Assistant Secretary and Director
                   Neal J. Rider                        (Principal Financial and Accounting Officer)


              /s/ CARLOS M. HERNANDEZ                                     Director
- ---------------------------------------------------
                Carlos M. Hernandez


               /s/ THOMAS G. DAHLEN                                       Director
- ---------------------------------------------------
                 Thomas G. Dahlen


                                      II-22


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          PROGRESSIVE REALTY, INC., an Oklahoma
                                          corporation

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                Vice President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                     SIGNATURE                                             TITLE
                     ---------                                             -----
                                                

                /s/ CHARLES L. HALL                                President and Director
- ---------------------------------------------------            (Principal Executive Officer)
                  Charles L. Hall


                 /s/ NEAL J. RIDER                               Vice President, Treasurer,
- ---------------------------------------------------           Assistant Secretary and Director
                   Neal J. Rider                        (Principal Financial and Accounting Officer)


              /s/ CARLOS M. HERNANDEZ                                     Director
- ---------------------------------------------------
                Carlos M. Hernandez


                                      II-23


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Lewisville, state of Texas, on April 22, 2002.

                                          RAINBOW FOOD GROUP, INC., a Nevada
                                          corporation
                                          RETAIL INVESTMENTS, INC., a Nevada
                                          corporation

                                          By:      /s/ JOHN D. SIMRELL
                                            ------------------------------------
                                                      John D. Simrell
                                               Vice President, Secretary and
                                                          Treasurer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint John D. Simrell and Carlos M.
Hernandez, with full power of substitution and full power to act without the
other, his true and lawful attorney-in-fact and agent to act for him in his
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-3 and any or all amendments thereto (including without
limitation any post-effective amendments thereto), and any registration
statement for the same offering that is to be effective under Rule 462(b) of the
Securities Act, and to file each of the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, each acting alone, or
his substitute or substitutes, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully, to all intents and purposes,
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                     SIGNATURE                                             TITLE
                     ---------                                             -----
                                                

               /s/ JAMES R. VAUGHAN                                President and Director
- ---------------------------------------------------            (Principal Executive Officer)
                 James R. Vaughan


                /s/ JOHN D. SIMRELL                       Vice President, Secretary, Treasurer and
- ---------------------------------------------------                       Director
                  John D. Simrell                       (Principal Financial and Accounting Officer)


                /s/ MONTE L. MILLER                                       Director
- ---------------------------------------------------
                  Monte L. Miller


                                      II-24


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          RICHMAR FOODS, INC., a California
                                          corporation

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                Vice President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                     SIGNATURE                                             TITLE
                     ---------                                             -----
                                                

               /s/ THOMAS G. DAHLEN                                President and Director
- ---------------------------------------------------            (Principal Executive Officer)
                 Thomas G. Dahlen


                /s/ MARK D. SHAPIRO                       Vice President, Treasurer and Assistant
- ---------------------------------------------------                      Secretary
                  Mark D. Shapiro                       (Principal Financial and Accounting Officer)


                 /s/ NEAL J. RIDER                                        Director
- ---------------------------------------------------
                   Neal J. Rider


              /s/ WILLIAM H. MARQUARD                                     Director
- ---------------------------------------------------
                William H. Marquard


                                      II-25


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Lewisville, state of Texas, on April 22, 2002.

                                          SCRIVNER TRANSPORTATION, INC., an
                                          Oklahoma corporation

                                          By:    /s/ CARLOS M. HERNANDEZ
                                            ------------------------------------
                                                    Carlos M. Hernandez
                                                Vice President and Secretary

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carlos M. Hernandez, with full
power of substitution and full power to act as his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities indicated on April 22, 2002.



                     SIGNATURE                                             TITLE
                     ---------                                             -----
                                                

                 /s/ NEAL J. RIDER                                 President and Director
- ---------------------------------------------------            (Principal Executive Officer)
                   Neal J. Rider


              /s/ MATTHEW H. HILDRETH                            Vice President, Treasurer,
- ---------------------------------------------------           Assistant Secretary and Director
                Matthew H. Hildreth                     (Principal Financial and Accounting Officer)


              /s/ CARLOS M. HERNANDEZ                                     Director
- ---------------------------------------------------
                Carlos M. Hernandez


                                      II-26


                                 EXHIBIT INDEX



EXHIBIT
NUMBER                               DESCRIPTION
- -------                              -----------
       
  *1         Form of Underwriting Agreement.
   4.1       Restated Certificate of Incorporation of Fleming Companies,
             Inc., filed as Exhibit 3.1 to Fleming's Quarterly Report on
             Form 10-Q for the quarter ended April 17, 1999 and
             incorporated herein by reference.
   4.2       Bylaws of Fleming Companies, Inc., filed as Exhibit 3.2 to
             Fleming's Quarterly Report on Form 10-Q for the quarter
             ended April 17, 1999 and incorporated herein by reference.
   4.3       Form of Indenture.
  *4.4       Form of Debt Security.
   5.1       Opinion of Latham & Watkins.
   5.2       Opinion of McAfee & Taft.
  12         Statement Regarding Computation of Ratios.
  23.1       Consent of Deloitte & Touche LLP.
  23.2       Consent of Latham & Watkins (included in Exhibit 5.1).
  23.3       Consent of McAfee & Taft (included in Exhibit 5.2).
  24         Powers of Attorney (included on the signature pages hereto).
 *25         Statement of Eligibility of Trustee on Form T-1.


- ---------------

* To be filed by amendment or by a report on Form 8-K Pursuant to Regulation
  S-K, Item 601(b).

EX-4.3

                                                                     EXHIBIT 4.3


- --------------------------------------------------------------------------------





                             FLEMING COMPANIES, INC.

                          ---------------------------


                                    INDENTURE

                           Dated as of          , 2002
                                       ---------

                          ---------------------------


                                [Name of Trustee]


                                     Trustee





- --------------------------------------------------------------------------------


                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE ....................    1
         Section 1.1.      Definitions ...................................    1
         Section 1.2.      Other Definitions .............................    5
         Section 1.3.      Incorporation by Reference of Trust Indenture
                           Act ...........................................    5
         Section 1.4.      Rules of Construction .........................    6

ARTICLE II. THE SECURITIES ...............................................    6
         Section 2.1.      Issuable in Series ............................    6
         Section 2.2.      Establishment of Terms of Series of Securities     7
         Section 2.3.      Execution and Authentication ..................    9
         Section 2.4.      Registrar and Paying Agent ....................   10
         Section 2.5.      Paying Agent to Hold Money in Trust ...........   10
         Section 2.6.      Securityholder Lists ..........................   11
         Section 2.7.      Transfer and Exchange .........................   11
         Section 2.8.      Mutilated, Destroyed, Lost and Stolen
                           Securities ....................................   11
         Section 2.9.      Outstanding Securities ........................   12
         Section 2.10.     Treasury Securities ...........................   13
         Section 2.11.     Temporary Securities ..........................   13
         Section 2.12.     Cancellation ..................................   13
         Section 2.13.     Defaulted Interest ............................   13
         Section 2.14.     Global Securities .............................   14
         Section 2.15.     CUSIP Numbers .................................   15

ARTICLE III. REDEMPTION ..................................................   15
         Section 3.1.      Notice to Trustee .............................   15
         Section 3.2.      Selection of Securities to be Redeemed ........   15
         Section 3.3.      Notice of Redemption ..........................   16
         Section 3.4.      Effect of Notice of Redemption ................   16
         Section 3.5.      Deposit of Redemption Price ...................   17
         Section 3.6.      Securities Redeemed in Part ...................   17

ARTICLE IV. COVENANTS ....................................................   17
         Section 4.1.      Payment of Principal and Interest .............   17
         Section 4.2.      SEC Reports ...................................   17
         Section 4.3.      Compliance Certificate ........................   17
         Section 4.4.      Stay, Extension and Usury Laws ................   18
         Section 4.5.      Corporate Existence ...........................   18
         Section 4.6.      Taxes .........................................   18

ARTICLE V. SUCCESSORS ....................................................   18
         Section 5.1.      When Company May Merge, Etc ...................   18
         Section 5.2.      Successor Corporation Substituted .............   19



                                       i

                                                                        
ARTICLE VI. DEFAULTS AND REMEDIES ........................................   20
         Section 6.1.      Events of Default .............................   20
         Section 6.2.      Acceleration of Maturity; Rescission and
                           Annulment .....................................   22
         Section 6.3.      Collection of Indebtedness and Suits for
                           Enforcement by Trustee ........................   23
         Section 6.4.      Trustee May File Proofs of Claim ..............   23
         Section 6.5.      Trustee May Enforce Claims Without Possession
                           of Securities .................................   23
         Section 6.6.      Application of Money Collected ................   24
         Section 6.7.      Limitation on Suits ...........................   24
         Section 6.8.      Unconditional Right of Holders to Receive
                           Principal and Interest ........................   25
         Section 6.9.      Restoration of Rights and Remedies ............   25
         Section 6.10.     Rights and Remedies Cumulative ................   25
         Section 6.11.     Delay or Omission Not Waiver ..................   25
         Section 6.12.     Control by Holders ............................   25
         Section 6.13.     Waiver of Past Defaults .......................   26
         Section 6.14.     Undertaking for Costs .........................   26

ARTICLE VII. TRUSTEE .....................................................   26
         Section 7.1.      Duties of Trustee .............................   26
         Section 7.2.      Rights of Trustee .............................   28
         Section 7.3.      Individual Rights of Trustee ..................   28
         Section 7.4.      Trustee's Disclaimer ..........................   28
         Section 7.5.      Notice of Defaults ............................   29
         Section 7.6.      Reports by Trustee to Holders..................   29
         Section 7.7.      Compensation and Indemnity ....................   29
         Section 7.8.      Replacement of Trustee ........................   30
         Section 7.9.      Successor Trustee by Merger, etc. .............   31
         Section 7.10.     Eligibility; Disqualification .................   31
         Section 7.11.     Preferential Collection of Claims Against
                           Company .......................................   31

ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE .....................   31
         Section 8.1.      Satisfaction and Discharge of Indenture .......   31
         Section 8.2.      Application of Trust Funds; Indemnification ...   32
         Section 8.3.      Legal Defeasance of Securities of any Series ..   33
         Section 8.4.      Covenant Defeasance ...........................   35
         Section 8.5.      Repayment to Company ..........................   36

ARTICLE IX. AMENDMENTS AND WAIVERS .......................................   36
         Section 9.1.      Without Consent of Holders ....................   36
         Section 9.2.      With Consent of Holders .......................   37
         Section 9.3.      Limitations ...................................   37
         Section 9.4.      Compliance with Trust Indenture Act ...........   38
         Section 9.5.      Revocation and Effect of Consents .............   38
         Section 9.6.      Notation on or Exchange of Securities .........   38
         Section 9.7.      Trustee Protected .............................   38

ARTICLE X. MISCELLANEOUS .................................................   39
         Section 10.1.     Trust Indenture Act Controls ..................   39




                                       ii

                                                                         
         Section 10.2.     Notices .......................................   39
         Section 10.3.     Communication by Holders with Other Holders ...   40
         Section 10.4.     Certificate and Opinion as to Conditions
                           Precedent .....................................   40
         Section 10.5.     Statements Required in Certificate or Opinion .   40
         Section 10.6.     Rules by Trustee and Agents ...................   41
         Section 10.7.     Legal Holidays ................................   41
         Section 10.8.     No Recourse Against Others ....................   41
         Section 10.9.     Counterparts ..................................   41
         Section 10.10.    Governing Laws ................................   41
         Section 10.11.    No Adverse Interpretation of Other Agreements .   41
         Section 10.12.    Successors ....................................   42
         Section 10.13.    Severability ..................................   42
         Section 10.14.    Table of Contents, Headings, Etc. .............   42
         Section 10.15.    Securities in a Foreign Currency or in ECU ....   42
         Section 10.16.    Judgment Currency .............................   43

ARTICLE XI. SINKING FUNDS ................................................   43
         Section 11.1.     Applicability of Article ......................   43
         Section 11.2.     Satisfaction of Sinking Fund Payments with
                           Securities ....................................   44
         Section 11.3.     Redemption of Securities for Sinking Fund .....   44




                                      iii

                             FLEMING COMPANIES, INC.

         Reconciliation and tie between Trust Indenture Act of 1939 and
                     Indenture, dated as of _________, 2002

                                                               
    Section 310(a)(1)   ....................................      7.10
               (a)(2)   ....................................      7.10
               (a)(3)   ....................................      Not Applicable
               (a)(4)   ....................................      Not Applicable
               (a)(5)   ....................................      7.10
                  (b)   ....................................      7.10
       Section 311(a)   ....................................      7.11
                  (b)   ....................................      7.11
                  (c)   ....................................      Not Applicable
       Section 312(a)   ....................................      2.6
                  (b)   ....................................      10.3
                  (c)   ....................................      10.3
       Section 313(a)   ....................................      7.6
               (b)(1)   ....................................      7.6
               (b)(2)   ....................................      7.6
               (c)(1)   ....................................      7.6
                  (d)   ....................................      7.6
       Section 314(a)   ....................................      4.2, 10.5
                  (b)   ....................................      Not Applicable
               (c)(1)   ....................................      10.4
               (c)(2)   ....................................      10.4
               (c)(3)   ....................................      Not Applicable
                  (d)   ....................................      Not Applicable
                  (e)   ....................................      10.5
                  (f)   ....................................      Not Applicable
       Section 315(a)   ....................................      7.1
                  (b)   ....................................      7.5
                  (c)   ....................................      7.1
                  (d)   ....................................      7.1
                  (e)   ....................................      6.14
       Section 316(a)   ....................................      2.10
            (a)(1)(A)   ....................................      6.12
            (a)(1)(B)   ....................................      6.13
                  (b)   ....................................      6.8
    Section 317(a)(1)   ....................................      6.3
               (a)(2)   ....................................      6.4
                  (b)   ....................................      2.5
       Section 318(a)   ....................................      10.1



__________

Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
part of the Indenture.


                                       iv

                  Indenture dated as of ___________, 2002 between Fleming
Companies, Inc., an Oklahoma corporation (the "Company"), and [Name of Trustee],
a ________________ (the "Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Securities
issued under this Indenture.

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1.      Definitions.

                  "Additional Amounts" means any additional amounts which are
required hereby or by any Security, under circumstances specified herein or
therein, to be paid by the Company in respect of certain taxes imposed on
Holders specified therein and which are owing to such Holders.

                  "Affiliate" of any specified person means any other person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlled by" and
"under common control with"), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such person, whether through the
ownership of voting securities or by agreement or otherwise.

                  "Agent" means any Registrar, Paying Agent or Service Agent.

                  "Authorized Newspaper" means a newspaper in an official
language of the country of publication customarily published at least once a day
for at least five days in each calendar week and of general circulation in the
place in connection with which the term is used. If it shall be impractical in
the opinion of the Trustee to make any publication of any notice required hereby
in an Authorized Newspaper, any publication or other notice in lieu thereof that
is made or given by the Trustee shall constitute a sufficient publication of
such notice.

                  "Bearer" means anyone in possession from time to time of a
Bearer Security.

                  "Bearer Security" means any Security, including any interest
coupon appertaining thereto, that does not provide for the identification of the
Holder thereof.

                  "Board of Directors" means the Board of Directors of the
Company or any duly authorized committee thereof.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been adopted by
the Board of Directors or pursuant to authorization by the Board of Directors
and to be in full force and effect on the date of the certificate and delivered
to the Trustee.


                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in the City of New
York are authorized or obligated by law or executive order to close.

                  "Company" means Fleming Companies, Inc. and any and all
successors thereto that become a party to this Indenture in accordance with its
terms.

                  "Company Order" means a written order signed in the name of
the Company by one or more Officers.

                  "Company Request" means a written request signed in the name
of the Company by its President, Chief Executive Officer, any of its Vice
Presidents, Chief Operating Officer, Treasurer, Secretary or the Chief Financial
Officer, and delivered to the Trustee.

                  "Consolidated" means, with respect to any person, the
consolidation of the accounts of such person and each of its subsidiaries if and
to the extent the accounts of such person and each of its subsidiaries would
normally be consolidated with those of such Person, all in accordance with
generally accepted accounting principles consistently applied.

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered.

                  "Debt" of any person as of any date means, without
duplication, all indebtedness of such person in respect of borrowed money,
including all interest, fees and expenses owed in respect thereto (whether or
not the recourse of the lender is to the whole of the assets of such person or
only to a portion thereof), or evidenced by bonds, notes, debentures or similar
instruments.

                  "Default" means any event which is, or after notice or passage
of any time or both would be, an Event of Default.

                  "Depository" means, with respect to the Securities of any
Series issuable or issued in whole or in part in the form of one or more Global
Securities, the person designated as Depository for such Series by the Company,
which Depository shall be a clearing agency registered under the Exchange Act;
and if at any time there is more than one such person, "Depository" as used with
respect to the Securities of any Series shall mean the Depository with respect
to the Securities of such Series.

                  "Discount Security" means any Security that provides for an
amount less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2.

                  "Dollars" means the currency of The United States of America.

                  "ECU" means the European Currency Unit as determined by the
Commission of the European Union.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                                       2

                  "Foreign Currency" means any currency or currency unit issued
by a government other than the government of The United States of America.

                  "Foreign Government Obligations" means with respect to
Securities of any Series that are denominated in a Foreign Currency, (i) direct
obligations of the government that issued or caused to be issued such currency
for the payment of which obligations its full faith and credit is pledged or
(ii) obligations of a person controlled or supervised by or acting as an agency
or instrumentality of such government the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by such
government, which, in either case under clauses (i) or (ii), are not callable or
redeemable at the option of the issuer thereof.

                  "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2
evidencing all or part of a Series of Securities, issued to the Depository for
such Series or its nominee, and registered in the name of such Depository or
nominee.

                  "Holder" or "Securityholder" means a person in whose name a
Security is registered or the holder of a Bearer Security.

                  "Indenture" means this Indenture as amended from time to time
and shall include the form and terms of particular Series of Securities
established as contemplated hereunder.

                  "interest" with respect to any Discount Security which by its
terms bears interest only after Maturity, means interest payable after Maturity.

                  "Maturity," when used with respect to any Security or
installment of principal thereof, means the date on which the principal of such
Security or such installment of principal becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, notice of option to elect repayment or
otherwise.

                  "Officer" means the President, Chief Executive Officer, any
Vice President, Chief Operating Officer, Treasurer, Secretary or the Chief
Financial Officer of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers; provided, however, that every Officers' Certificate with respect to
compliance with a covenant or condition provided for in this Indenture shall
include (i) a statement that the Officers making or giving such Officers'
Certificate have read such condition and any definitions or other provisions
contained in this Indenture relating thereto and (ii) a statement at to whether,
in the opinion of the signers, such conditions has been complied with.

                  "Opinion of Counsel" means a written opinion of legal counsel
who is acceptable to the Trustee. The counsel may be an employee of or counsel
to the Company, any Subsidiary of the Company or the Trustee

                  "person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.


                                       3

                  "principal" of a Security means the principal of the Security
plus, when appropriate, the premium, if any, on, and any Additional Amounts in
respect of, the Security.

                  "Responsible Officer" means, when used with respect to the
Trustee, any managing director, director, principal, vice president, assistant
vice president, assistant treasurer, associate or any other officer within the
corporate trust department of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
shall mean, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge and familiarity
with the particular subject.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" means the debentures, notes or other debt
instruments of the Company of any Series authenticated and delivered under this
Indenture.

                  "Series" or "Series of Securities" means each series of
debentures, notes or other debt instruments of the Company created pursuant to
Sections 2.1 and 2.2 hereof.

                  "Significant Subsidiary" means (i) any direct or indirect
Subsidiary of the Company that would be a "significant subsidiary" as defined in
Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities
Act of 1933, as amended, as such regulation is in effect on the date hereof, or
(ii) any group of direct or indirect Subsidiaries of the Company that, taken
together as a group, would be a "significant subsidiary" as defined in Article
1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of
1933, as amended, as such regulation is in effect on the date hereof.

                  "Stated Maturity" when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.

                  "Subsidiary" of any specified person means any corporation of
which at least a majority of the outstanding stock having by the terms thereof
ordinary voting power for the election of directors of such corporation
(irrespective of whether or not at the time stock of any other class or classes
of such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time directly or indirectly owned by
such person, or by one or more other Subsidiaries, or by such person and one or
more other Subsidiaries.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "TIA" means, to the extent required by any such amendment, the Trust
Indenture Act as so amended.

                  "Trustee" means the person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each person who is then a Trustee hereunder, and
if at any time there is more than one such person, "Trustee" as


                                       4

used with respect to the Securities of any Series shall mean the Trustee with
respect to Securities of that Series.

                  "U.S. Government Obligations" means securities which are (i)
direct obligations of The United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of The United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by The United States of America, and which in the case of (i)
and (ii) are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation evidenced by such depository receipt.

         Section 1.2.      Other Definitions.



                                                                                   DEFINED IN
TERM                                                                                SECTION
- ----                                                                               ----------
                                                                                
"Bankruptcy Law"                                                                        6.1
"Custodian"                                                                             6.1
"Event of Default"                                                                      6.1
"Journal"                                                                              10.15
"Judgment Currency"                                                                    10.16
"Legal Holiday"                                                                        10.7
"mandatory sinking fund payment"                                                       11.1
"Market Exchange Rate"                                                                 10.15
"New York Banking Day"                                                                 10.16
"optional sinking fund payment"                                                        11.1
"Paying Agent"                                                                          2.4
"Registrar"                                                                             2.4
"Required Currency"                                                                    10.16
"Service Agent"                                                                         2.4


         Section 1.3.      Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Securityholder.


                                       5

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company and
any successor obligor upon the Securities.

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA and not otherwise defined herein are used herein as so defined.

         Section 1.4.      Rules of Construction.

                  Unless the context otherwise requires:

                  (a)      a term has the meaning assigned to it;

                  (b)      an accounting term not otherwise defined has the
         meaning assigned to it in accordance with generally accepted accounting
         principles;

                  (c)      references to "generally accepted accounting
         principles" shall mean generally accepted accounting principles in
         effect as of the time when and for the period as to which such
         accounting principles are to be applied;

                  (d)      "or" is not exclusive;

                  (e)      words in the singular include the plural, and in the
         plural include the singular; and

                  (f)      provisions apply to successive events and
         transactions.

                                  ARTICLE II.
                                 THE SECURITIES

         Section 2.1.      Issuable in Series.

                  The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more Series. All Securities of a Series shall be
identical except as may be set forth in a Board Resolution, a supplemental
indenture or an Officers' Certificate detailing the adoption of the terms
thereof pursuant to the authority granted under a Board Resolution. In the case
of Securities of a Series to be issued from time to time, the Board Resolution,
Officers' Certificate or supplemental indenture may provide for the method by
which specified terms (such as interest rate, maturity date, record date or date
from which interest shall accrue) are to be determined. Securities may differ
between Series in respect of any matters, provided that all Series of Securities
shall be equally and ratably entitled to the benefits of the Indenture.


                                       6

         Section 2.2.      Establishment of Terms of Series of Securities.


                  At or prior to the issuance of any Securities within a Series,
the following shall be established (as to the Series generally, in the case of
Subsection 2.2.1 and either as to such Securities within the Series or as to the
Series generally in the case of Subsections 2.2.2 through 2.2.22) by a Board
Resolution, a supplemental indenture or an Officers' Certificate pursuant to
authority granted under a Board Resolution:

                  2.2.1.   the title of the Series (which shall distinguish the
Securities of that particular Series from the Securities of any other Series);

                  2.2.2.   the price or prices (expressed as a percentage of the
principal amount thereof) at which the Securities of the Series will be issued;

                  2.2.3.   any limit upon the aggregate principal amount of the
Securities of the Series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6);

                  2.2.4.   the date or dates on which the principal of the
Securities of the Series is payable;

                  2.2.5.   the rate or rates (which may be fixed or variable)
per annum or, if applicable, the method used to determine such rate or rates
(including, but not limited to, any commodity, commodity index, stock exchange
index or financial index) at which the Securities of the Series shall bear
interest, if any, the date or dates from which such interest, if any, shall
accrue, the date or dates on which such interest, if any, shall commence and be
payable and any regular record date for the interest payable on any interest
payment date;

                  2.2.6.   the place or places where the principal of and
interest, if any, on the Securities of the Series shall be payable, or the
method of such payment, if by wire transfer, mail or other means;

                  2.2.7.   if applicable, the period or periods within which,
the price or prices at which and the terms and conditions upon which the
Securities of the Series may be redeemed, in whole or in part, at the option of
the Company;

                  2.2.8.   the obligation, if any, of the Company to redeem or
purchase the Securities of the Series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within
which, the price or prices at which and the terms and conditions upon which
Securities of the Series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;

                  2.2.9.   the dates, if any, on which and the price or prices
at which the Securities of the Series will be repurchased by the Company at the
option of the Holders thereof and other detailed terms and provisions of such
repurchase obligations;


                                       7

                  2.2.10.  if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which the Securities of the
Series shall be issuable;

                  2.2.11.  the forms of the Securities of the Series in bearer
or fully registered form (and, if in fully registered form, whether the
Securities will be issuable as Global Securities);

                  2.2.12.  if other than the principal amount thereof, the
portion of the principal amount of the Securities of the Series that shall be
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.2;

                  2.2.13.  the currency of denomination of the Securities of the
Series, which may be Dollars or any Foreign Currency, including, but not limited
to, the ECU, and if such currency of denomination is a composite currency other
than the ECU, the agency or organization, if any, responsible for overseeing
such composite currency;

                  2.2.14.  the designation of the currency, currencies or
currency units in which payment of the principal of and interest, if any, on the
Securities of the Series will be made;

                  2.2.15.  if payments of principal of or interest, if any, on
the Securities of the Series are to be made in one or more currencies or
currency units other than that or those in which such Securities are
denominated, the manner in which the exchange rate with respect to such payments
will be determined;

                  2.2.16.  the manner in which the amounts of payment of
principal of or interest, if any, on the Securities of the Series will be
determined, if such amounts may be determined by reference to an index based on
a currency or currencies or by reference to a commodity, commodity index, stock
exchange index or financial index;

                  2.2.17.  the provisions, if any, relating to any guarantee of
or security provided for the Securities of the Series;

                  2.2.18.  any addition to or change in the Events of Default
which applies to any Securities of the Series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 6.2;

                  2.2.19.  any addition to or change in the covenants set forth
in Articles IV or V which applies to Securities of the Series;

                  2.2.20.  any other terms of the Securities of the Series
(which terms shall not be inconsistent with the provisions of this Indenture,
except as permitted by Section 9.1, but which may modify or delete any provision
of this Indenture insofar as it applies to such Series); and

                  2.2.21.  any depositories, interest rate calculation agents,
exchange rate calculation agents or other agents with respect to Securities of
such Series if other than those appointed herein.


                                       8

                  All Securities of any one Series need not be issued at the
same time and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental
indenture or Officers' Certificate referred to above, and the authorized
principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officers' Certificate.

         Section 2.3.      Execution and Authentication.

                  One or more Officers shall sign the Securities for the Company
by manual or facsimile signature.

                  If an Officer whose signature is on a Security no longer holds
that office at the time the Security is authenticated, the Security shall
nevertheless be valid.

                  A Security shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent. The signature shall
be conclusive evidence that the Security has been authenticated under this
Indenture.

                  The Trustee shall at any time, and from time to time,
authenticate Securities for original issue in the principal amount provided in
the Board Resolution, supplemental indenture hereto or Officers' Certificate,
upon receipt by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate.

                  The aggregate principal amount of Securities of any Series
outstanding at any time may not exceed any limit upon the maximum principal
amount for such Series set forth in the Board Resolution, supplemental indenture
hereto or Officers' Certificate delivered pursuant to Section 2.2, except as
provided in Section 2.8.

                  Prior to the issuance of Securities of any Series, the Trustee
shall have received and (subject to Section 7.2) shall be fully protected in
relying on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers' Certificate complying with
Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.

                  The Trustee shall have the right to decline to authenticate
and deliver any Securities of such Series: (a) if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken; or (b) if the
Trustee in good faith by its board of directors or trustees, executive committee
or a trust committee of directors and/or vice-presidents shall determine that
such action would expose the Trustee to personal liability to Holders of any
then outstanding Series of Securities.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the


                                       9

Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate.

         Section 2.4.      Registrar and Paying Agent.

                  The Company shall maintain, with respect to each Series of
Securities, at the place or places specified with respect to such Series
pursuant to Section 2.2, an office or agency where Securities of such Series may
be presented or surrendered for payment ("Paying Agent"), where Securities of
such Series may be surrendered for registration of transfer or exchange
("Registrar") and where notices and demands to or upon the Company in respect of
the Securities of such Series and this Indenture may be served ("Service
Agent"). The Registrar shall keep a register with respect to each Series of
Securities and to their transfer and exchange. The Company will give prompt
written notice to the Trustee of the name and address, and any change in the
name or address, of each Registrar, Paying Agent or Service Agent. If at any
time the Company shall fail to maintain any such required Registrar, Paying
Agent or Service Agent or shall fail to furnish the Trustee with the name and
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

                  The Company may also from time to time designate one or more
co-registrars, additional paying agents or additional service agents and may
from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.2 for Securities of any Series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the name or address of any such
co-registrar, additional paying agent or additional service agent. The term
"Registrar" includes any co-registrar; the term "Paying Agent" includes any
additional paying agent; and the term "Service Agent" includes any additional
service agent.

                  The Company hereby appoints the Trustee the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued.

         Section 2.5.      Paying Agent to Hold Money in Trust.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust, for the
benefit of Securityholders of any Series of Securities, or the Trustee, all
money held by the Paying Agent for the payment of principal of or interest on
the Series of Securities, and will notify the Trustee of any default by the
Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other
than the Company or a Subsidiary) shall have no further liability for the money.
If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold
in a


                                       10

separate trust fund for the benefit of Securityholders of any Series of
Securities all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee shall serve as
Paying Agent for the Notes.

         Section 2.6.      Securityholder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Securityholders of each Series of Securities and shall otherwise
comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company
shall furnish to the Trustee at least seven Business Days before each interest
payment date and at such other times as the Trustee may request in writing a
list, in such form and as of such date as the Trustee may reasonably require, of
the names and addresses of Securityholders of each Series of Securities.

         Section 2.7.      Transfer and Exchange.

                  Where Securities of a Series are presented to the Registrar or
a co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar's request. No service
charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.11, 3.6 or
9.6).

                  Neither the Company nor the Registrar shall be required (a) to
issue, register the transfer of, or to exchange Securities of any Series for the
period beginning at the opening of business 15 days immediately preceding the
mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing, (b)
to register the transfer of or to exchange Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part
or (c) to register the transfer of or to exchange any Security between a record
date and the next succeeding interest payment date with respect to such
Security.

                  Prior to due presentment for the registration of a transfer of
any Security, the Trustee, any Agent and the Company may deem and treat the
person in whose name any Security is registered as the absolute owner of such
Security for the purpose of receiving payment of principal of and interest on
such Securities and for all other purposes, and none of the Trustee, any Agent
or the Company shall be affected by notice to the contrary.

         Section 2.8.      Mutilated, Destroyed, Lost and Stolen Securities.

                  If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.


                                       11

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and make available for delivery, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

                  Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Every new Security of any Series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that Series duly issued
hereunder.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

         Section 2.9.      Outstanding Securities.

                  The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest on a Global Security
effected by the Trustee in accordance with the provisions hereof and those
described in this Section as not outstanding.

                  If a Security is replaced pursuant to Section 2.8, it ceases
to be outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds on the Maturity of Securities of a Series
money sufficient to pay such Securities payable on that date, then on and after
that date such Securities of the Series cease to be outstanding and interest on
them ceases to accrue.

                  A Security does not cease to be outstanding because the
Company or an Affiliate holds the Security.


                                       12

                  In determining whether the Holders of the requisite principal
amount of outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 6.2.

         Section 2.10.     Treasury Securities.

                  In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any request, demand,
authorization, direction, notice, consent or waiver Securities of a Series owned
by the Company or an Affiliate shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such request, demand, authorization, direction, notice, consent or waiver only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded.

         Section 2.11.     Temporary Securities.

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities upon
a Company Order. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee upon request shall authenticate definitive
Securities of the same Series and date of maturity in exchange for temporary
Securities. Until so exchanged, temporary securities shall have the same rights
under this Indenture as the definitive Securities.

         Section 2.12.     Cancellation.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment. The Trustee and no one else shall cancel all Securities
surrendered for transfer, exchange, payment, replacement or cancellation and
shall destroy such canceled Securities (subject to the record retention
requirement of the Exchange Act) and deliver a certificate of such destruction
to the Company, unless the Company otherwise directs. The Company may not issue
new Securities to replace Securities that it has paid or delivered to the
Trustee for cancellation.

         Section 2.13.     Defaulted Interest.

                  If the Company defaults in a payment of interest on a Series
of Securities, it shall pay the defaulted interest, plus, to the extent
permitted by law, any interest payable on the defaulted interest, to the persons
who are Securityholders of the Series on a subsequent special record date. The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Security and the date of the proposed payment. The
Company shall fix or cause to be fixed the record date and payment date;
provided that no such special record date shall be less than ten days prior to
the related payment date for such defaulted interest. At least 15 days before
the record date, the Company shall mail to the Trustee and to each


                                       13

Securityholder of the Series a notice that states the record date, the payment
date and the amount of interest to be paid. The Company may pay defaulted
interest in any other lawful manner.

         Section 2.14. Global Securities.

                  2.14.1.  Terms of Securities. A Board Resolution, a
supplemental indenture hereto or an Officers' Certificate shall establish
whether the Securities of a Series shall be issued in whole or in part in the
form of one or more Global Securities and the Depository for such Global
Security or Securities.

                  2.14.2.  Transfer and Exchange. Notwithstanding any provisions
to the contrary contained in Section 2.7 of the Indenture and in addition
thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of
the Indenture for Securities registered in the names of Holders other than the
Depository for such Security or its nominee only if (i) such Depository notifies
the Company that it is unwilling or unable to continue as Depository for such
Global Security or if at any time such Depository ceases to be a clearing agency
registered under the Exchange Act, and, in either case, the Company fails to
appoint a successor Depository within 120 days after the date of such notice
from the Depositary, or (ii) the Company executes and delivers to the Trustee an
Officers' Certificate to the effect that such Global Security shall be so
exchangeable. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the
Depository shall direct in writing in an aggregate principal amount equal to the
principal amount of the Global Security with like tenor and terms.

                  Except as provided in this Section 2.14.2, a Global Security
may not be transferred except as a whole by the Depository with respect to such
Global Security to a nominee of such Depository, by a nominee of such Depository
to such Depository or another nominee of such Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such a successor
Depository.

                  2.14.3.  Legend. Any Global Security issued hereunder shall
bear a legend in substantially the following form:

                  "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY, BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE
OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITORY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY."

                  2.14.4.  Acts of Holders. The Depository, as a Holder, may
appoint agents and otherwise authorize participants to give or take any request,
demand, authorization, direction,


                                       14

notice, consent, waiver or other action which a Holder is entitled to give or
take under the Indenture.

                  2.14.5.  Payments. Notwithstanding the other provisions of
this Indenture, unless otherwise specified as contemplated by Section 2.2,
payment of the principal of and interest, if any, on any Global Security shall
be made to the Holder thereof.

                  2.14.6.  Consents, Declaration and Directions. Except as
provided in Section 2.14.5,  the Company, the Trustee and any Agent shall treat
a person as the Holder of such principal amount of outstanding Securities of
such Series represented by a Global Security as shall be specified in a written
statement of the Depositary with respect to such Global Security, for purposes
of obtaining any consents, declarations, waivers or directions required to be
given by the Holders pursuant to this Indenture.

         Section 2.15.     CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other elements of
identification printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.

                                  ARTICLE III.
                                   REDEMPTION

         Section 3.1.      Notice to Trustee.

                  The Company may, with respect to any Series of Securities,
reserve the right to redeem and pay the Series of Securities or may covenant to
redeem and pay the Series of Securities or any part thereof prior to the Stated
Maturity thereof at such time and on such terms as provided for in such
Securities. If a Series of Securities is redeemable and the Company wants or is
obligated to redeem prior to the Stated Maturity thereof all or part of the
Series of Securities pursuant to the terms of such Securities, it shall notify
the Trustee of the redemption date and the principal amount of Series of
Securities to be redeemed. The Company shall give the notice at least 30 days
but not more than 60 days before the redemption date (or such shorter notice as
may be acceptable to the Trustee).

         Section 3.2.      Selection of Securities to be Redeemed.

                  Unless otherwise indicated for a particular Series by a Board
Resolution, a supplemental indenture or an Officers' Certificate, if less than
all the Securities of a Series are to be redeemed, the Trustee shall select the
Securities of the Series to be redeemed among the Holders in compliance with the
requirements of the principal national securities exchange, if any, on which the
Securities are listed or, if the Securities are not so listed, on a pro rata
basis, by lot or in accordance with any other method the Trustee in its sole
discretion considers fair and appropriate. The Trustee shall make the selection
from Securities of the Series then outstanding


                                       15

not previously called for redemption. The Trustee may select for redemption
portions of the principal of Securities of the Series that have denominations
larger than $1,000. Securities of the Series and portions of them it selects
shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to
Securities of any Series issuable in other denominations pursuant to Section
2.2.10, the minimum principal denomination for each Series and integral
multiples thereof; except that if all of the Securities of a Holder are to be
redeemed, the entire outstanding amount of Securities held by such Holder, even
if not a multiple of $1,000, shall be redeemed. Provisions of this Indenture
that apply to Securities of a Series called for redemption also apply to
portions of Securities of that Series called for redemption.

         Section 3.3.      Notice of Redemption.

                  Unless otherwise indicated for a particular Series by Board
Resolution, a supplemental indenture hereto or an Officers' Certificate, at
least 30 days but not more than 60 days before a redemption date, the Company
shall mail a notice of redemption to each Holder whose Securities are to be
redeemed and if any Bearer Securities are outstanding, publish on one occasion a
notice in an Authorized Newspaper.

                  The notice shall identify the Securities of the Series to be
redeemed and shall state:

                  (a)      the redemption date;

                  (b)      the redemption price;

                  (c)      the name and address of the Paying Agent;

                  (d)      that Securities of the Series called for redemption
         must be surrendered to the Paying Agent to collect the redemption
         price;

                  (e)      that interest on Securities of the Series called for
         redemption ceases to accrue on and after the redemption date; and

                  (f)      any other information as may be required by the terms
         of the particular Series or the Securities of a Series being redeemed.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.

         Section 3.4.      Effect of Notice of Redemption.

                  Once notice of redemption is mailed or published as provided
in Section 3.3, Securities of a Series called for redemption become due and
payable on the redemption date and at the redemption price. A notice of
redemption may not be conditional. Upon surrender to the Paying Agent, such
Securities shall be paid at the redemption price plus accrued interest to the
redemption date.


                                       16

         Section 3.5.      Deposit of Redemption Price.

                  On or before the redemption date, the Company shall deposit
with the Paying Agent money sufficient to pay the redemption price of and
accrued interest, if any, on all Securities to be redeemed on that date.

         Section 3.6.      Securities Redeemed in Part.

                  Upon surrender of a Security that is redeemed in part, the
Trustee shall authenticate for the Holder a new Security of the same Series and
the same maturity equal in principal amount to the unredeemed portion of the
Security surrendered.

                                   ARTICLE IV.
                                    COVENANTS

         Section 4.1.      Payment of Principal and Interest.

                  The Company covenants and agrees for the benefit of the
Holders of each Series of Securities that it will duly and punctually pay the
principal of and interest, if any, on the Securities of that Series in
accordance with the terms of such Securities and this Indenture.

         Section 4.2.      SEC Reports.

                  The Company shall deliver to the Trustee within 15 days after
it files them with the SEC copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The
Company also shall comply with the other provisions of TIA Section 314(a).

         Section 4.3.      Compliance Certificate.

                  The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year of the Company, an Officers' Certificate stating
that a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he may have knowledge).

                  The Company will, so long as any of the Securities are
outstanding, deliver to the Trustee, forthwith upon becoming aware of any
Default or Event of Default, an Officers' Certificate specifying such Default or
Event of Default and what action the Company is taking or proposes to take with
respect thereto.


                                       17

         Section 4.4.      Stay, Extension and Usury Laws.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture or the Securities; and the
Company (to the extent it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not, by resort
to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law has been enacted.

         Section 4.5.      Corporate Existence.

                  Subject to Article V, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and the corporate, partnership or other existence of each Significant
Subsidiary in accordance with the respective organizational documents of each
Significant Subsidiary and the rights (charter and statutory), licenses and
franchises of the Company and its Significant Subsidiaries; provided, however,
that the Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any Significant
Subsidiary, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
its Subsidiaries taken as a whole and that the loss thereof is not adverse in
any material respect to the Holders.

         Section 4.6.      Taxes.

                  The Company shall, and shall cause each of its Significant
Subsidiaries to, pay prior to delinquency all taxes, assessments and
governmental levies, except as contested in good faith and by appropriate
proceedings.

                                   ARTICLE V.
                                   SUCCESSORS

         Section 5.1.      When Company May Merge, Etc.

                  (a)      The Company shall not, in a single transaction or a
         series of related transactions, consolidate with or merge with or into
         any other person or sell, assign, convey, transfer or lease or
         otherwise dispose of all or substantially all of its properties and
         assets to any person or group of affiliated persons if such transaction
         or transactions, in the aggregate, would result in a sale, assignment,
         conveyance, transfer, lease or disposal of all or substantially all of
         the properties and assets of the Company on a Consolidated basis to any
         other person or group of affiliated persons, unless at the time and
         after giving effect thereto:

                           (i)      either:

                                    (A)      the Company shall be the surviving
                           or continuing corporation; or


                                       18

                                    (B)      the Person (if other than the
                           Company) formed by such consolidation or into which
                           the Company is merged or the person which acquires by
                           sale, assignment, conveyance, transfer, lease or
                           disposition the properties and assets of the Company
                           substantially as an entirety (the "Surviving Entity")
                           shall be a corporation duly organized and validly
                           existing under the laws of the United States, any
                           state thereof or the District of Columbia and shall,
                           in any case, expressly assume, by a supplemental
                           indenture, executed and delivered to the Trustee, in
                           form satisfactory to the Trustee, all the obligations
                           of the Company under the Securities and this
                           Indenture, and this Indenture shall remain in full
                           force and effect;

                           (ii)     immediately before and immediately after
                  giving effect to such transaction on a pro forma basis (and
                  treating any Debt not previously an obligation of the Company
                  which becomes an obligation of the Company in connection with
                  or as a result of such transaction as having been incurred at
                  the time of such transaction), no Default or Event of Default
                  shall have occurred and be continuing; and

                           (iii)    the Company shall have delivered, or caused
                  to be delivered, to the Trustee, in form and substance
                  satisfactory to the Trustee, an Officers' Certificate and an
                  Opinion of Counsel, each to the effect that such
                  consolidation, merger, sale, assignment, conveyance, transfer,
                  lease or other transaction and the supplemental indenture in
                  respect thereto, if required, comply with the provisions in
                  clauses (i) and (ii) of this paragraph (a) and that all
                  conditions precedent herein provided for relating to such
                  transaction have been complied with.

                  (b)      The foregoing paragraph (a) shall not prohibit a
         merger effected solely for the purpose of reincorporating the Company
         in another jurisdiction.

         Section 5.2.      Successor Corporation Substituted.

                  Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Company in accordance with Section 5.1 hereof, the successor
corporation formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to the "Company" shall
refer instead to the successor corporation and not to the Company), and may
exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein;
provided, however, that, in the case of a transfer by lease, the predecessor
Company shall not be relieved from the obligation to pay the principal of and
interest on the Securities.


                                       19

                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES

         Section 6.1.      Events of Default.

                  "Event of Default," wherever used herein with respect to
Securities of any Series, means any one of the following events, unless in the
establishing Board Resolution, supplemental indenture or Officers' Certificate,
it is provided that such Series shall not have the benefit of said Event of
Default:

                  (a)      default in the payment of any interest on any
         Security of that Series when it becomes due and payable, and
         continuance of such default for a period of 30 days; or

                  (b)      default in the payment of the principal of any
         Security of that Series at its Maturity; or

                  (c)      default in the deposit of any sinking fund payment,
         when and as due in respect of any Security of that Series; or

                  (d)      default in the performance, or breach, of any
         covenant or agreement of the Company in this Indenture (other than a
         default in the performance, or breach, of a covenant or agreement that
         is specifically dealt with in the immediately preceding clauses (a),
         (b) or (c) or that has been included in this Indenture solely for the
         benefit of Series of Securities other than that Series), which default
         continues uncured for a period of 60 days after there has been given,
         by registered or certified mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 25% in aggregate
         principal amount of the then outstanding Securities of that Series, a
         written notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder; or

                  (e)      (i)      a default in the payment of the principal of
         any Debt of the Company (including a Default with respect to Securities
         of any Series other than that Series) or any Subsidiary of the Company
         shall have occurred under any agreements, indentures or instruments
         under which the Company or any Subsidiary of the Company then has
         outstanding Debt in excess of $50 million when the same shall become
         due and payable in full and such default shall have continued after any
         applicable grace period and shall not have been cured or waived; or
         (ii) an event of default as defined in any of the agreements,
         indentures or instruments described in clause (i) of this clause (e)
         shall have occurred and the Debt thereunder, if not already matured at
         its final maturity in accordance with its terms, shall have been
         accelerated; or

                  (f)      (i)      the Company or any Significant Subsidiary
         commences a voluntary case or proceeding under any applicable
         Bankruptcy Law or any other case or proceeding to be adjudicated
         bankrupt or insolvent;

                           (ii)     the Company or any Significant Subsidiary
         consents to the entry of a decree or order for relief in respect of the
         Company or such Significant Subsidiary in an


                                       20

         involuntary case or proceeding under any applicable Bankruptcy Law or
         to the commencement of any bankruptcy or insolvency case or proceeding
         against it;

                           (iii)    the Company or any Significant Subsidiary
         files a petition or answer or consent seeking reorganization or relief
         under any applicable federal or state law;

                           (iv)     the Company or any Significant Subsidiary:

                                    (A)      consents to the filing of such
                           petition or the appointment of, or taking possession
                           by, a custodian, receiver, liquidator, assignee,
                           trustee, sequestrator or similar official of the
                           Company or such Significant Subsidiary or of any
                           substantial part of its property;

                                    (B)      makes an assignment for the benefit
                           of creditors; or

                                    (C)      admits in writing its inability to
                           pay its debts generally as they become due; or

                  (g)      there shall have been the entry by a court of
         competent jurisdiction of:

                           (i)      a decree or order for relief in respect of
                  the Company or any Significant Subsidiary in an involuntary
                  case or proceeding under any applicable Bankruptcy Law; or

                           (ii)     a decree or order adjudging the Company or
                  any Significant Subsidiary bankrupt or insolvent, or seeking
                  reorganization, arrangement, adjustment or composition of or
                  in respect of the Company or any Significant Subsidiary under
                  any applicable federal or state law, or appointing a
                  custodian, receiver, liquidator, assignee, trustee,
                  sequestrator or other similar official of the Company or any
                  Significant Subsidiary or of any substantial part of its
                  property, or ordering the winding up or liquidation of its
                  affairs, and any such decree or order for relief shall
                  continue to be in effect, or any such other decree or order
                  shall be unstayed and in effect, for a period of 60
                  consecutive days; or

                  (h)      any other Event of Default provided with respect to
         Securities of that Series, which is specified in a Board Resolution, a
         supplemental indenture hereto or an Officers' Certificate, in
         accordance with Section 2.2.18.

                  The term "Bankruptcy Law" means Title 11, United States
Bankruptcy Code of 1978, as amended, or any similar United States federal or
state law relating to bankruptcy, insolvency, receivership, winding-up,
liquidation, reorganization or relief of debtors or any amendment to, succession
to or change in any such law. The term "Custodian" means any custodian,
receiver, trustee, assignee, liquidator, sequestrator or similar official under
any Bankruptcy Law.


                                       21

         Section 6.2.      Acceleration of Maturity; Rescission and Annulment.

                  If an Event of Default with respect to Securities of any
Series at the time outstanding occurs and is continuing (other than an Event of
Default referred to in Section 6.1(f) or (g)) then in every such case the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
then outstanding Securities of that Series may declare the principal amount (or,
if any Securities of that Series are Discount Securities, such portion of the
principal amount as may be specified in the terms of such Securities) of and
accrued and unpaid interest, if any, on all of the Securities of that Series to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) and accrued and unpaid interest, if any, shall
become immediately due and payable. If an Event of Default specified in Section
6.1(f) or (g) occurs and is continuing, the principal amount (or specified
amount) of and accrued and unpaid interest, if any, on all outstanding
Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.

                  At any time after such a declaration of acceleration with
respect to any Series has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in aggregate principal amount of the then
outstanding Securities of that Series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

                  (a)      the Company has paid or deposited with the Trustee a
         sum sufficient to pay:

                           (i)      all overdue interest, if any, on all
                  Securities of that Series;

                           (ii)     the principal of any Securities of that
                  Series which have become due otherwise than by such
                  declaration of acceleration and interest thereon at the rate
                  or rates prescribed therefor in such Securities;

                           (iii)    to the extent that payment of such interest
                  is lawful, interest upon any overdue principal and overdue
                  interest at the rate or rates prescribed therefor in such
                  Securities; and

                           (iv)     all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel;

and

                  (b)      all Events of Default with respect to Securities of
         that Series, other than the non-payment of the principal of Securities
         of that Series which have become due solely by such declaration of
         acceleration, have been cured or waived in writing as provided in
         Section 6.13.

                  No such rescission shall affect any subsequent Default or
impair any right consequent thereon.


                                       22

         Section 6.3.      Collection of Indebtedness and Suits for Enforcement
by Trustee.

                  If an Event of Default specified in Section 6.1(a), (b) or (c)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium, if any, and interest remaining unpaid on the
Securities and interest on overdue principal and, to the extent lawful, interest
and such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel and any amounts due the
Trustee under Section 7.7 hereof.

         Section 6.4.      Trustee May File Proofs of Claim.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Securities), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent in writing to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.7 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

         Section 6.5.      Trustee May Enforce Claims Without Possession of
Securities.

                  All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.


                                       23

         Section 6.6.      Application of Money Collected.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  First:   to the Trustee, its agents and attorneys for amounts
due under Section 7.7 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection; and

                  Second:  to Holders of Securities for amounts due and unpaid
on the Securities for principal, premium, if any, and interest, ratably, without
preference or priority of any kind, according to the amounts due and payable on
the Securities for principal, premium, if any and interest, respectively; and

                  Third:   to the Company or to such party as a court of
competent jurisdiction shall direct.

         Section 6.7.      Limitation on Suits.

                  No Holder of any Security of any Series shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

                  (a)      such Holder has previously given written notice to
         the Trustee of a continuing Event of Default with respect to the
         Securities of that Series;

                  (b)      the Holders of not less than 25% in aggregate
         principal amount of the then outstanding Securities of that Series
         shall have made written request to the Trustee to institute proceedings
         in respect of such Event of Default in its own name as Trustee
         hereunder;

                  (c)      such Holder or Holders have offered and, if
         requested, provided to the Trustee reasonable indemnity against the
         costs, expenses and liabilities to be incurred in compliance with such
         request;

                  (d)      the Trustee for 60 days after its receipt of such
         notice, request and offer of indemnity has failed to institute any such
         proceeding; and

                  (e)      no direction inconsistent with such written request
         has been given to the Trustee during such 60-day period by the Holders
         of a majority in principal amount of the then outstanding Securities of
         that Series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or


                                       24

preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

         Section 6.8.      Unconditional Right of Holders to Receive Principal
and Interest.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest, if any, on
such Security on the Stated Maturity or Stated Maturities expressed in such
Security (or, in the case of redemption, on the redemption date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

         Section 6.9.      Restoration of Rights and Remedies.

                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

         Section 6.10.     Rights and Remedies Cumulative.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

         Section 6.11.     Delay or Omission Not Waiver.

                  No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

         Section 6.12.     Control by Holders.

                  The Holders of a majority in aggregate principal amount of the
then outstanding Securities of any Series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such Series, provided that


                                       25

                  (a)      such direction shall not be in conflict with any rule
         of law or with this Indenture;

                  (b)      the Trustee may take any other action deemed proper
         by the Trustee which is not inconsistent with such direction; and

                  (c)      subject to the provisions of Section 6.1, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall, by a Responsible Officer of the Trustee,
         determine that the proceeding so directed would involve the Trustee in
         personal liability.

         Section 6.13.     Waiver of Past Defaults.

                  The Holders of not less than a majority in aggregate principal
amount of the then outstanding Securities of any Series may on behalf of the
Holders of all the Securities of such Series waive any past Default hereunder
with respect to such Series and its consequences, except a Default in the
payment of the principal of or interest on any Security of such Series
(provided, however, that the Holders of a majority in principal amount of the
then outstanding Securities of any Series may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration). Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

         Section 6.14.     Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder of a Security pursuant to Section 6.8 hereof, or a suit by Holders of
more than 10% in aggregate principal amount of the then outstanding Securities.

                                  ARTICLE VII.
                                     TRUSTEE

         Section 7.1.      Duties of Trustee.

                  (a)      If an Event of Default has occurred and is
         continuing, the Trustee shall exercise the rights and powers vested in
         it by this Indenture and use the same degree of care and skill in their
         exercise as a prudent man would exercise or use under the circumstances
         in the conduct of his own affairs.

                  (b)      Except during the continuance of an Event of Default:


                                       26

                           (i)      the Trustee need perform only those duties
                  that are specifically set forth in this Indenture and no
                  others; and

                           (ii)     in the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon Officers' Certificates or Opinions of Counsel
                  furnished to the Trustee and conforming to the requirements of
                  this Indenture; however, in the case of any such Officers'
                  Certificates or Opinions of Counsel which by any provisions
                  hereof are specifically required to be furnished to the
                  Trustee, the Trustee shall examine such Officers' Certificates
                  and Opinions of Counsel to determine whether or not they
                  conform to the requirements of this Indenture.

                  (c)      The Trustee may not be relieved from liability for
         its own negligent action, its own negligent failure to act or its own
         willful misconduct, except that:

                           (i)      this paragraph does not limit the effect of
                  paragraph (b) of this Section.

                           (ii)     the Trustee shall not be liable for any
                  error of judgment made in good faith by a Responsible Officer,
                  unless it is proved that the Trustee was negligent in
                  ascertaining the pertinent facts; and

                           (iii)    the Trustee shall not be liable with respect
                  to any action taken, suffered or omitted to be taken by it
                  with respect to Securities of any Series in good faith in
                  accordance with the direction of the Holders of a majority in
                  principal amount of the then outstanding Securities of such
                  Series relating to the time, method and place of conducting
                  any proceeding for any remedy available to the Trustee, or
                  exercising any trust or power conferred upon the Trustee,
                  under this Indenture with respect to the Securities of such
                  Series.

                  (d)      Every provision of this Indenture that in any way
         relates to the Trustee is subject to paragraph (a), (b) and (c) of this
         Section.

                  (e)      The Trustee may refuse to perform any duty or
         exercise any right or power unless it receives indemnity satisfactory
         to it against any loss, liability or expense.

                  (f)      The Trustee shall not be liable for interest on any
         money received by it except as the Trustee may agree in writing with
         the Company. Money held in trust by the Trustee need not be segregated
         from other funds except to the extent required by law.

                  (g)      No provision of this Indenture shall require the
         Trustee to risk its own funds or otherwise incur any financial
         liability in the performance of any of its duties, or in the exercise
         of any of its rights or powers, if it shall have reasonable grounds for
         believing that repayment of such funds or adequate indemnity against
         such risk is not reasonably assured to it.


                                       27

                  (h)      The Paying Agent, the Registrar and any
         authenticating agent shall be entitled to the protections, immunities
         and standard of care as are set forth in paragraphs (a), (b) and (c) of
         this Section with respect to the Trustee.

         Section 7.2.      Rights of Trustee.

                  (a)      The Trustee may rely on and shall be protected in
         acting or refraining from acting upon any document believed by it to be
         genuine and to have been signed or presented by the proper person. The
         Trustee need not investigate any fact or matter stated in the document.

                  (b)      Before the Trustee acts or refrains from acting, it
         may require an Officers' Certificate or an Opinion of Counsel. The
         Trustee shall not be liable for any action it takes or omits to take in
         good faith in reliance on such Officers' Certificate or Opinion of
         Counsel.

                  (c)      The Trustee may act through agents and shall not be
         responsible for the misconduct or negligence of any agent appointed
         with due care. No Depository shall be deemed an agent of the Trustee
         and the Trustee shall not be responsible for any act or omission by any
         Depository.

                  (d)      The Trustee shall not be liable for any action it
         takes or omits to take in good faith which it believes to be authorized
         or within its rights or powers.

                  (e)      The Trustee may consult with counsel and the advice
         of such counsel or any Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in reliance thereon.

                  (f)      The Trustee shall be under no obligation to exercise
         any of the rights or powers vested in it by this Indenture at the
         request or direction of any of the Holders of Securities unless such
         Holders shall have offered to the Trustee reasonable security or
         indemnity against the costs, expenses and liabilities which might be
         incurred by it in compliance with such request or direction.

         Section 7.3.      Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11.

         Section 7.4.      Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities, it shall not be accountable for
the Company's use of the proceeds


                                       28

from the Securities, and it shall not be responsible for any statement in the
Securities other than its authentication.

         Section 7.5.      Notice of Defaults.

                  If a Default or Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is known to a Responsible
Officer of the Trustee, the Trustee shall mail to each Securityholder of the
Securities of that Series and, if any Bearer Securities are outstanding, publish
on one occasion in an Authorized Newspaper, notice of a Default or Event of
Default within 90 days after it occurs or, if later, after a Responsible Officer
of the Trustee has knowledge of such Default or Event of Default. Except in the
case of a Default or Event of Default in payment of principal of or interest on
any Security of any Series, the Trustee may withhold the notice if and so long
as its corporate trust committee or a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Securityholders of that Series.

         Section 7.6.      Reports by Trustee to Holders.

                  Within 60 days after May 15 in each year, the Trustee shall
transmit by mail to all Securityholders, as their names and addresses appear on
the register kept by the Registrar and, if any Bearer Securities are
outstanding, publish in an Authorized Newspaper, a brief report dated as of such
May 15, in accordance with, and to the extent required under, TIA Section 313.

                  A copy of each report at the time of its mailing to
Securityholders of any Series shall be filed with the SEC and each stock
exchange on which the Securities of that Series are listed. The Company shall
promptly notify the Trustee when Securities of any Series are listed on any
stock exchange.

         Section 7.7.      Compensation and Indemnity.

                  The Company shall pay to the Trustee from time to time
reasonable compensation for its services. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred by it. Such expenses shall include the
reasonable compensation and expenses of the Trustee's agents and counsel.

                  The Company shall indemnify the Trustee (including the cost of
defending itself) against any loss, liability or expense incurred by it except
as set forth in the next paragraph in the performance of its duties under this
Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity. The Company shall defend the claim
and the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld. This indemnification shall
apply to officers, directors, employees, shareholders and agents of the Trustee.


                                       29

                  The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee or by any officer,
director, employee, shareholder or agent of the Trustee through negligence or
bad faith.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Securities of any Series on all money
or property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Securities of that Series.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(f) or (g) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         Section 7.8.      Replacement of Trustee.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                  The Trustee may resign with respect to the Securities of one
or more Series by so notifying the Company. The Holders of a majority in
principal amount of the Securities of any Series may remove the Trustee with
respect to that Series by so notifying the Trustee and the Company. The Company
may remove the Trustee with respect to Securities of one or more Series if:

                  (a)      the Trustee fails to comply with Section 7.10;

                  (b)      the Trustee is adjudged a bankrupt or an insolvent or
         an order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

                  (c)      a Custodian or public officer takes charge of the
         Trustee or its property; or

                  (d)      the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Securities may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

                  If a successor Trustee with respect to the Securities of any
one or more Series does not take office within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of at least 10% in aggregate principal amount of the then outstanding Securities
of the applicable Series may petition any court of competent jurisdiction for
the appointment of a successor Trustee.


                                       30

                  If the Trustee with respect to the Securities of any one or
more Series fails to comply with Section 7.10, any Securityholder of the
applicable Series may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee subject to the lien provided for in Section 7.7, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
with respect to each Series of Securities for which it is acting as Trustee
under this Indenture. A successor Trustee shall mail a notice of its succession
to each Securityholder of each such Series and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company's obligations under Section 7.7 hereof shall continue for the benefit of
the retiring trustee with respect to expenses and liabilities incurred by it
prior to such replacement.

         Section 7.9.      Successor Trustee by Merger, etc.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

         Section 7.10.     Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always
have a combined capital and surplus of at least $100,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b).

         Section 7.11.     Preferential Collection of Claims Against Company.

                  The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

                                  ARTICLE VIII.
                     SATISFACTION AND DISCHARGE; DEFEASANCE

         Section 8.1.      Satisfaction and Discharge of Indenture.

                  This Indenture shall upon Company Order cease to be of further
effect (except as hereinafter provided in this Section 8.1), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (a)      either


                                       31

                           (i)      all Securities theretofore authenticated and
                  delivered (other than Securities that have been destroyed,
                  lost or stolen and that have been replaced or paid) have been
                  delivered to the Trustee for cancellation; or

                           (ii)     all such Securities not theretofore
                  delivered to the Trustee for cancellation

                                    (1)      have become due and payable, or

                                    (2)      will become due and payable at
                           their Stated Maturity within one year, or

                                    (3)      are to be called for redemption
                           within one year under arrangements satisfactory to
                           the Trustee for the giving of notice of redemption by
                           the Trustee in the name, and at the expense, of the
                           Company, or

                                    (4)      are deemed paid and discharged
                           pursuant to Section 8.3, as applicable;

and the Company, in the case of (1), (2) or (3) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust an amount sufficient
for the purpose of paying and discharging the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the case of Securities
which have become due and payable on or prior to the date of such deposit) or to
the Stated Maturity or redemption date, as the case may be;

                  (b)      the Company has paid or caused to be paid all other
         sums payable hereunder by the Company; and

                  (c)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 7.7, and,
if money shall have been deposited with the Trustee pursuant to clause (a) of
this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.1 8.2 and 8.5 shall
survive.

         Section 8.2.      Application of Trust Funds; Indemnification.

                  (a)      Subject to the provisions of Section 8.5, all money
         deposited with the Trustee pursuant to Section 8.1, all money and U.S.
         Government Obligations or Foreign Government Obligations deposited with
         the Trustee pursuant to Section 8.3 or 8.4 and all money received by
         the Trustee in respect of U.S. Government Obligations or Foreign
         Government Obligations deposited with the Trustee pursuant to Section
         8.3 or 8.4, shall be held in trust and applied by it, in accordance
         with the provisions of the Securities and this Indenture, to the
         payment, either directly or through any Paying Agent (including the


                                       32

         Company acting as its own Paying Agent) as the Trustee may determine,
         to the persons entitled thereto, of the principal and interest for
         whose payment such money has been deposited with or received by the
         Trustee or to make mandatory sinking fund payments or analogous
         payments as contemplated by Sections 8.3 or 8.4.

                  (b)      The Company shall pay and shall indemnify the Trustee
         against any tax, fee or other charge imposed on or assessed against
         U.S. Government Obligations or Foreign Government Obligations deposited
         pursuant to Sections 8.3 or 8.4 or the interest and principal received
         in respect of such obligations other than any payable by or on behalf
         of Holders.

                  (c)      The Trustee shall deliver or pay to the Company from
         time to time upon Company Request any U.S. Government Obligations or
         Foreign Government Obligations or money held by it as provided in
         Sections 8.3 or 8.4 which, in the opinion of a nationally recognized
         firm of independent certified public accountants expressed in a written
         certification thereof delivered to the Trustee, are then in excess of
         the amount thereof which then would have been required to be deposited
         for the purpose for which such U.S. Government Obligations or Foreign
         Government Obligations or money were deposited or received. This
         provision shall not authorize the sale by the Trustee of any U.S.
         Government Obligations or Foreign Government Obligations held under
         this Indenture.

         Section 8.3.      Legal Defeasance of Securities of any Series.

                  Unless this Section 8.3 is otherwise specified, pursuant to
Section 2.2.20, to be inapplicable to Securities of any Series, the Company
shall be deemed to have paid and discharged the entire indebtedness on all the
outstanding Securities of such Series on the 91st day after the date of the
deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such outstanding Securities of such Series, shall no
longer be in effect (and the Trustee, at the expense of the Company, shall, upon
its receipt of a Company Request, execute proper instruments acknowledging the
same), except as to:

                  (a)      the rights of Holders of Securities of such Series to
         receive, from the trust funds described in subparagraph (d) hereof, (i)
         payment of the principal of and each installment of principal of and
         interest on the outstanding Securities of such Series on the Stated
         Maturity of such principal or installment of principal or interest and
         (ii) the benefit of any mandatory sinking fund payments applicable to
         the Securities of such Series on the day on which such payments are due
         and payable in accordance with the terms of this Indenture and the
         Securities of such Series;

                  (b)      the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3
         and 8.5; and

                  (c)      the rights, powers, trust and immunities of the
         Trustee hereunder;

provided that, the following conditions shall have been satisfied:

                  (d)      the Company shall have deposited or caused to be
         deposited irrevocably with the Trustee as trust funds in trust for the
         purpose of making the following payments,


                                       33

         specifically pledged as security for and dedicated solely to the
         benefit of the Holders of such Securities (i) in the case of Securities
         of such Series denominated in Dollars, cash in Dollars (or such other
         money or currencies as shall then be legal tender in the United States)
         and/or U.S. Government Obligations, or (ii) in the case of Securities
         of such Series denominated in a Foreign Currency (other than a
         composite currency), money and/or Foreign Government Obligations, which
         through the payment of interest and principal in respect thereof, in
         accordance with their terms, will provide (and without reinvestment and
         assuming no tax liability will be imposed on such Trustee), not later
         than one day before the due date of any payment of money, an amount in
         cash, sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge each installment
         of principal (including mandatory sinking fund or analogous payments)
         of and interest, if any, on all the Securities of such Series on the
         dates such installments of interest or principal are due;

                  (e)      such deposit will not result in a breach or violation
         of, or constitute a default under, this Indenture or any other
         agreement or instrument to which the Company is a party or by which it
         is bound;

                  (f)      no Default or Event of Default with respect to the
         Securities of such Series shall have occurred and be continuing on the
         date of such deposit or during the period ending on the 91st day after
         such date;

                  (g)      the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel to the effect that (i)
         the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (ii) since the date of execution
         of this Indenture, there has been a change in the applicable Federal
         income tax law, in either case to the effect that, and based thereon
         such Opinion of Counsel shall confirm that, the Holders of the
         Securities of such Series will not recognize income, gain or loss for
         Federal income tax purposes as a result of such deposit, defeasance and
         discharge and will be subject to Federal income tax on the same amount
         and in the same manner and at the same times as would have been the
         case if such deposit, defeasance and discharge had not occurred;

                  (h)      the Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders of the Securities of
         such Series over any other creditors of the company or with the intent
         of defeating, hindering, delaying or defrauding any other creditors of
         the Company;

                  (i)      such deposit shall not result in the trust arising
         from such deposit constituting an investment company (as defined in the
         Investment Company Act of 1940, as amended), or such trust shall be
         qualified under such Act or exempt from regulation thereunder; and


                                       34

                  (j)      the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to the defeasance
         contemplated by this Section have been complied with.

         Section 8.4.      Covenant Defeasance.

                  Unless this Section 8.4 is otherwise specified pursuant to
Section 2.2.20 to be inapplicable to Securities of any Series, on and after the
91st day after the date of the deposit referred to in subparagraph (a) hereof,
the Company may omit to comply with any term, provision or condition set forth
under Sections 4.2, 4.3, 4.4, 4.5, 4.6, and 5.1 as well as any additional
covenants contained in a supplemental indenture hereto for a particular Series
of Securities or a Board Resolution or an Officers' Certificate delivered
pursuant to Section 2.2.20 (and the failure to comply with any such covenants
shall not constitute a Default or Event of Default under Section 6.1) and the
occurrence of any event described in clause (e) of Section 6.1 shall not
constitute a Default or Event of Default hereunder, with respect to the
Securities of such Series, provided that the following conditions shall have
been satisfied:

                  (a)      With reference to this Section 8.4, the Company has
         deposited or caused to be irrevocably deposited (except as provided in
         Section 8.2(c)) with the Trustee as trust funds in trust, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities (i) in the case of Securities of such Series
         denominated in Dollars, cash in Dollars (or such other money or
         currencies as shall then be legal tender in the United States) and/or
         U.S. Government Obligations, or (ii) in the case of Securities of such
         Series denominated in a Foreign Currency (other than a composite
         currency), money and/or Foreign Government Obligations, which through
         the payment of interest and principal in respect thereof, in accordance
         with their terms, will provide (and without reinvestment and assuming
         no tax liability will be imposed on such Trustee), not later than one
         day before the due date of any payment of money, an amount in cash,
         sufficient, in the opinion of a nationally recognized firm of
         independent certified public accountants expressed in a written
         certification thereof delivered to the Trustee, to pay principal and
         interest, if any, on and any mandatory sinking fund in respect of the
         Securities of such Series on the dates such installments of interest or
         principal are due;

                  (b)      Such deposit will not result in a breach or violation
         of, or constitute a default under, this Indenture or any other
         agreement or instrument to which the Company is a party or by which it
         is bound;

                  (c)      No Default or Event of Default with respect to the
         Securities of such Series shall have occurred and be continuing on the
         date of such deposit or during the period ending on the 91st day after
         such date;

                  (d)      the Company shall have delivered to the Trustee an
         Opinion of Counsel confirming that Holders of the Securities of such
         Series will not recognize income, gain or loss for federal income tax
         purposes as a result of such deposit and defeasance and will be subject
         to federal income tax on the same amounts, in the same manner and at
         the same times as would have been the case if such deposit and
         defeasance had not occurred;


                                       35

                  (e)      the Company shall have delivered to the Trustee an
         Officers' Certificate stating the deposit was not made by the Company
         with the intent of preferring the Holders of the Securities of such
         Series over any other creditors of the Company or with the intent of
         defeating, hindering, delaying or defrauding any other creditors of the
         Company; and

                  (f)      The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent herein provided for relating to the defeasance
         contemplated by this Section have been complied with.

         Section 8.5.      Repayment to Company.

                  The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal and interest that
remains unclaimed for two years. After that, Securityholders entitled to the
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

                                  ARTICLE IX.
                             AMENDMENTS AND WAIVERS

         Section 9.1.      Without Consent of Holders.

                  The Company and the Trustee may amend or supplement this
Indenture or the Securities of one or more Series without the consent of any
Securityholder:

                  (a)      to cure any ambiguity, defect or inconsistency;

                  (b)      to comply with Article V;

                  (c)      to provide for uncertificated Securities in addition
         to or in place of certificated Securities;

                  (d)      to make any change that would provide any additional
         rights or benefits to the Holders of the Securities or that does not
         adversely affect in any material respect the rights of any
         Securityholder;

                  (e)      to provide for the issuance of and establish the form
         and terms and conditions of Securities of any Series as permitted by
         this Indenture;

                  (f)      to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the
         Securities of one or more Series and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee; or

                  (g)      to comply with requirements of the SEC in order to
         effect or maintain the qualification of this Indenture under the TIA.


                                       36

         Section 9.2.      With Consent of Holders.

                  The Company and the Trustee may enter into a supplemental
indenture with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities of each Series affected by such
supplemental indenture (including consents obtained in connection with a tender
offer or exchange offer for the Securities of such Series), for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Securityholders of each such Series. Except as
provided in Section 6.13, the Holders of at least a majority in principal amount
of the outstanding Securities of each Series affected by such waiver by notice
to the Trustee (including consents obtained in connection with a tender offer or
exchange offer for the Securities of such Series) may waive compliance by the
Company with any provision of this Indenture or the Securities with respect to
such Series.

                  It shall not be necessary for the consent of the Holders of
Securities under this Section 9.2 to approve the particular form of any proposed
supplemental indenture or waiver, but it shall be sufficient if such consent
approves the substance thereof. After a supplemental indenture or waiver under
this section becomes effective, the Company shall mail to the Holders of
Securities affected thereby and, if any Bearer Securities affected thereby are
outstanding, publish on one occasion in an Authorized Newspaper, a notice
briefly describing the supplemental indenture or waiver. Any failure by the
Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

         Section 9.3.      Limitations.

                  Without the consent of each Securityholder affected, an
amendment or waiver may not:

                  (a)      change the amount of Securities whose Holders must
         consent to an amendment, supplement or waiver;

                  (b)      reduce the rate of or extend the time for payment of
         interest (including default interest) on any Security;

                  (c)      reduce the principal or change the Stated Maturity of
         any Security or reduce the amount of, or postpone the date fixed for,
         the payment of any sinking fund or analogous obligation;

                  (d)      reduce the principal amount of Discount Securities
         payable upon acceleration of the maturity thereof;

                  (e)      waive a Default or Event of Default in the payment of
         the principal of or interest, if any, on any Security (except a
         rescission of acceleration of the Securities of any Series by the
         Holders of at least a majority in principal amount of the then
         outstanding Securities of such Series and a waiver of the payment
         default that resulted from such acceleration);


                                       37

                  (f)      make the principal of or interest, if any, on any
         Security payable in any currency other than that stated in the
         Security;

                  (g)      make any change in Sections 6.8, 6.13, 9.3 (this
         sentence), 10.15 or 10.16; or

                  (h)      waive a redemption payment with respect to any
         Security or change any of the provisions with respect to the redemption
         of any Securities.

         Section 9.4.      Compliance with Trust Indenture Act.

                  Every amendment to this Indenture or the Securities of one or
more Series shall be set forth in a supplemental indenture hereto that complies
with the TIA as then in effect.

         Section 9.5.      Revocation and Effect of Consents.

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Security is a continuing consent by the Holder
and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent is not made on any Security. However, any such Holder or subsequent
Holder may revoke the consent as to his Security or portion of a Security if the
Trustee receives the notice of revocation before the date the amendment or
waiver becomes effective.

                  Any amendment or waiver once effective shall bind every
Securityholder of each Series affected by such amendment or waiver unless it is
of the type described in any of clauses (a) through (g) of Section 9.3. In that
case, the amendment or waiver shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security.

         Section 9.6.      Notation on or Exchange of Securities.

                  The Trustee may place an appropriate notation about an
amendment or waiver on any Security of any Series thereafter authenticated. The
Company in exchange for Securities of that Series may issue and the Trustee
shall authenticate upon request new Securities of that Series that reflect the
amendment or waiver.

         Section 9.7.      Trustee Protected.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 7.1) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee shall sign
all supplemental indentures, except that the Trustee need not sign any
supplemental indenture that adversely affects its rights.


                                       38

                                   ARTICLE X.
                                  MISCELLANEOUS

         Section 10.1.     Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies, or
conflicts with another provision which is required or deemed to be included in
this Indenture by the TIA, such required or deemed provision shall control.

         Section 10.2.     Notices.

                  Any notice or communication by the Company or the Trustee to
the other is duly given if in writing and delivered in person or mailed by
first-class mail (registered or certified, return receipt requested), telex,
facsimile or overnight air courier guaranteeing next day delivery, to the
other's address:

if to the Company:

Fleming Companies, Inc.
1945 Lakepointe Drive
Lewisville, Texas  75029
Facsimile No.:  (972) 906-1555
Attention:  Chief Financial Officer

With a copy (which shall not constitute notice) to:

Latham & Watkins
505 Montgomery Street, 19th Floor
San Francisco, California  94111
Facsimile No.:  (415) 395-8095
Attention:  Tracy K. Edmonson, Esq.

if to the Trustee:

[Name of Trustee]
[Address]
_________________________
_________________________
Attention: ______________

                  The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

                  All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if sent by facsimile; and the next Business Day


                                       39

after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.

                  Any notice or communication to a Securityholder shall be
mailed by first-class mail to his address shown on the register kept by the
Registrar and, if any Bearer Securities are outstanding, published in an
Authorized Newspaper. Failure to mail a notice or communication to a
Securityholder of any Series or any defect in it shall not affect its
sufficiency with respect to other Securityholders of that or any other Series.

                  If a notice or communication is mailed or published in the
manner provided above, within the time prescribed, it is duly given, whether or
not the Securityholder receives it.

                  If the Company mails a notice or communication to
Securityholders, it shall mail a copy to the Trustee and each Agent at the same
time.

         Section 10.3.     Communication by Holders with Other Holders.

                  Securityholders of any Series may communicate pursuant to TIA
Section 312(b) with other Securityholders of that Series or any other Series
with respect to their rights under this Indenture or the Securities of that
Series or all Series. The Company, the Trustee, the Registrar and anyone else
shall have the protection of TIA Section 312(c).

         Section 10.4.     Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee:

                  (a)      an Officers' Certificate stating that, in the opinion
         of the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (b)      an Opinion of Counsel stating that, in the opinion of
         such counsel, all such conditions precedent have been complied with.

         Section 10.5.     Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

                  (a)      a statement that the person making such certificate
         or opinion has read such covenant or condition;

                  (b)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;


                                       40

                  (c)      a statement that, in the opinion of such person, he
         has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and

                  (d)      a statement as to whether or not, in the opinion of
         such person, such condition or covenant has been complied with.

         Section 10.6.     Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or a
meeting of Securityholders of one or more Series. Any Agent may make reasonable
rules and set reasonable requirements for its functions.

         Section 10.7.     Legal Holidays.

                  Unless otherwise provided by Board Resolution, Officers'
Certificate or supplemental indenture for a particular Series, a "Legal Holiday"
is any day that is not a Business Day. If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening
period.

         Section 10.8.     No Recourse Against Others.

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.

         Section 10.9.     Counterparts.

                  This Indenture may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

         Section 10.10.    Governing Laws.

                  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

         Section 10.11.    No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.


                                       41

         Section 10.12.    Successors.

                  All agreements of the Company in this Indenture and the
Securities shall bind its successor. All agreements of the Trustee in this
Indenture shall bind its successor.

         Section 10.13.    Severability.

                  In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

         Section 10.14.    Table of Contents, Headings, Etc.

                  The Table of Contents, Cross Reference Table, and headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

         Section 10.15.    Securities in a Foreign Currency or in ECU.

                  Unless otherwise specified in a Board Resolution, a
supplemental indenture hereto or an Officers' Certificate delivered pursuant to
Section 2.2 of this Indenture with respect to a particular Series of Securities,
whenever for purposes of this Indenture any action may be taken by the Holders
of a specified percentage in aggregate principal amount of Securities of all
Series or all Series affected by a particular action at the time outstanding
and, at such time, there are outstanding Securities of any Series which are
denominated in a coin or currency other than Dollars (including ECUs), then the
principal amount of Securities of such Series which shall be deemed to be
outstanding for the purpose of taking such action shall be that amount of
Dollars that could be obtained for such amount at the Market Exchange Rate at
such time. For purposes of this Section 10.15, "Market Exchange Rate" shall mean
the noon Dollar buying rate in New York City for cable transfers of that
currency as published by the Federal Reserve Bank of New York; provided,
however, in the case of ECUs, Market Exchange Rate shall mean the rate of
exchange determined by the Commission of the European Union (or any successor
thereto) as published in the Official Journal of the European Union (such
publication or any successor publication, the "Journal"). If such Market
Exchange Rate is not available for any reason with respect to such currency, the
Trustee shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York or, in the case of ECUs,
the rate of exchange as published in the Journal, as of the most recent
available date, or quotations or, in the case of ECUs, rates of exchange from
one or more major banks in The City of New York or in the country of issue of
the currency in question or, in the case of ECUs, in Luxembourg or such other
quotations or, in the case of ECUs, rates of exchange as the Trustee, upon
consultation with the Company, shall deem appropriate. The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a Series denominated in currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.

                  All decisions and determinations of the Trustee regarding the
Market Exchange Rate or any alternative determination provided for in the
preceding paragraph shall be in its sole


                                       42

discretion and shall, in the absence of manifest error, be conclusive to the
extent permitted by law for all purposes and irrevocably binding upon the
Company and all Holders.

         Section 10.16.    Judgment Currency.

                  The Company agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the
principal of or interest or other amount on the Securities of any Series (the
"Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on which
final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the New York
Banking Day preceding the day on which final unappealable judgment is entered
and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, any recovery
pursuant to any judgment (whether or not entered in accordance with subsection
(a)), in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the actual receipt, by the payee,
of the full amount of the Required Currency expressed to be payable in respect
of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency the
amount, if any, by which such actual receipt shall fall short of the full amount
of the Required Currency so expressed to be payable, and (iii) shall not be
affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, "New York Banking Day" means any day except a
Saturday, Sunday or a legal holiday in The City of New York on which banking
institutions are authorized or required by law, regulation or executive order to
close.

                                   ARTICLE XI.
                                  SINKING FUNDS

         Section 11.1.     Applicability of Article.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of the Securities of a Series, except as
otherwise permitted or required by any form of Security of such Series issued
pursuant to this Indenture.

                  The minimum amount of any sinking fund payment provided for by
the terms of the Securities of any Series is herein referred to as a "mandatory
sinking fund payment" and any other amount provided for by the terms of
Securities of such Series is herein referred to as an "optional sinking fund
payment." If provided for by the terms of Securities of any Series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 11.2. Each sinking fund payment shall be applied to the redemption of
Securities of any Series as provided for by the terms of the Securities of such
Series.


                                       43

         Section 11.2.     Satisfaction of Sinking Fund Payments with
Securities.

                  The Company may, in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of any Series to be made
pursuant to the terms of such Securities (1) deliver outstanding Securities of
such Series to which such sinking fund payment is applicable (other than any of
such Securities previously called for mandatory sinking fund redemption) and (2)
apply as credit Securities of such Series to which such sinking fund payment is
applicable and which have been redeemed either at the election of the Company
pursuant to the terms of such Series of Securities (except pursuant to any
mandatory sinking fund) or through the application of permitted optional sinking
fund payments or other optional redemptions pursuant to the terms of such
Securities, provided that such Securities have not been previously so credited.
Such Securities shall be received by the Trustee, together with an Officers'
Certificate with respect thereto, not later than 15 days prior to the date on
which the Trustee begins the process of selecting Securities for redemption, and
shall be credited for such purpose by the Trustee at the price specified in such
Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly. If as a result of the
delivery or credit of Securities in lieu of cash payments pursuant to this
Section 11.2, the principal amount of Securities of such Series to be redeemed
in order to exhaust the aforesaid cash payment shall be less than $100,000, the
Trustee need not call Securities of such Series for redemption, except upon
receipt of a Company Order that such action be taken, and such cash payment
shall be held by the Trustee or a Paying Agent and applied to the next
succeeding sinking fund payment, provided, however, that the Trustee or such
Paying Agent shall from time to time upon receipt of a Company Order pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Securities of that
Series purchased by the Company having an unpaid principal amount equal to the
cash payment required to be released to the Company.

         Section 11.3.     Redemption of Securities for Sinking Fund.

                  Not less than 45 days (unless otherwise indicated in the Board
Resolution, supplemental indenture hereto or Officers' Certificate in respect of
a particular Series of Securities) prior to each sinking fund payment date for
any Series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that Series pursuant to the terms of that Series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that Series pursuant to Section 11.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days (unless otherwise indicated in the Board Resolution,
Officers' Certificate or supplemental indenture in respect of a particular
Series of Securities) before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.2 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 3.3. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.4, 3.5 and 3.6.


                                       44

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed as of the day and year first above written.


                                    Fleming Companies, Inc.


                                    By: ________________________________________
                                        Name:
                                        Its:


                                    [Name of Trustee]


                                    By: ________________________________________
                                        Name:
                                        Its:

EX-5.1

                                                                     EXHIBIT 5.1


                         [LATHAM & WATKINS LETTERHEAD]


                                 April 24, 2002

Fleming Companies, Inc.
1945 Lakepointe Drive
Lewisville, TX 75029

            Re:   $600,000,000 Aggregate Offering Price of Securities of Fleming
                  Companies, Inc.

Ladies and Gentlemen:

            In connection with the registration statement on Form S-3 expected
to be filed on April 24, 2002 (the "Registration Statement") with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), you have requested our opinion with respect to
the matters set forth below.

            You have provided us with a draft prospectus (the "Prospectus")
which is a part of the Registration Statement. The Prospectus provides that it
will be supplemented in the future by one or more supplements to the Prospectus
(each, a "Prospectus Supplement"). The Prospectus as supplemented by various
Prospectus Supplements will provide for the sale by Fleming Companies, Inc., an
Oklahoma corporation (the "Company"), of up to $600,000,000 aggregate offering
price of one or more series of debt securities (the "Debt Securities"), which
may be guaranteed (the "Guarantees") by the Company's wholly-owned domestic
subsidiaries listed on Schedule A hereto (the "Guarantors"), shares of common
stock of the Company, par value $2.50 per share (the "Common Stock") or any
combination of the foregoing, plus any additional Debt Securities, Guarantees or
Common Stock that may be registered pursuant to any subsequent registration
statements that the Company may hereafter file with the Commission pursuant to
Rule 462(b) under the Securities Act (collectively, the "Securities"). Any
series of Debt Securities may be convertible and/or exchangeable for Common
Stock or another series of Debt Securities. The Debt Securities will be issued
pursuant to an indenture between the Company and a Trustee (the "Trustee"), and
one or more supplements thereto (the "Indenture").

            In our capacity as your special counsel in connection with the
Registration Statement, we are familiar with the proceedings taken and proposed
to be taken by the Company and the Guarantors in connection with the
authorization and issuance of the Securities and the Guarantees, respectively,
and for the purposes of this opinion, have assumed such proceedings will be
timely completed in the manner presently proposed. In addition, we have made
such legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.

            In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.




Fleming Companies, Inc.
April 24, 2002
Page 2


            We are opining herein as to the effect on the subject transaction
only of the internal laws of the State of New York, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction, or as to any matters of municipal law or the laws of any
local agencies within any state.

            Subject to the foregoing and the other qualifications set forth
herein, it is our opinion that, as of the date hereof:

            1.    When (a) the Indenture has been duly executed and delivered by
the Company, (b) the Debt Securities have been duly established in accordance
with the terms of the Indenture (including, without limitation, the adoption by
the Board of Directors of the Company or a committee thereof of a resolution
duly authorizing the issuance and delivery of the Debt Securities), duly
authenticated by the Trustee and duly executed and delivered on behalf of the
Company against payment therefor in accordance with the terms and provisions of
the Indenture and as contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), and (c) the Registration Statement and
any required post-effective amendments thereto and any Prospectus Supplement(s)
required by applicable laws have all become effective under the Securities Act,
and assuming (i) that the terms of the Debt Securities as executed and delivered
are as described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (ii) that the Debt Securities as executed and
delivered do not violate any law applicable to the Company or result in a
default under or breach of any agreement or instrument binding upon the Company,
and (iii) that the Debt Securities as executed and delivered comply with all
requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, the Debt Securities will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms.

            2.    When (a) the Indenture has been duly executed and delivered by
the Company and the applicable Guarantor, and (b) the Guarantees have been duly
authorized, executed and delivered on behalf of such Guarantor and the related
Debt Securities have been duly authenticated by the Trustee and duly executed
and delivered on behalf of the Company against payment therefor in accordance
with the terms and provisions of the Indenture and as contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
and (c) the Registration Statement and any required post-effective amendments
thereto have all become effective under the Securities Act, and assuming (i)
that the terms of the Guarantees as executed and delivered are as described in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), and (ii) that the Guarantees as executed and delivered do not
violate any law applicable to the applicable Guarantor or result in a default
under or breach of any agreement or instrument binding upon such Guarantor, and
(iii) that the Guarantees as executed and delivered comply with all requirements
and restrictions, if any, applicable to such Guarantor, whether imposed by any
court or governmental or regulatory body having jurisdiction over such
Guarantor, and (iv) that the Guarantees are then issued as contemplated in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
the Guarantees will constitute valid and legally binding obligations of the
applicable Guarantor, enforceable against such Guarantor in accordance with
their terms.

            The opinions rendered in paragraphs 1 and 2 relating to the
enforceability of the Debt Securities and the Guarantees are subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in


Fleming Companies, Inc.
April 24, 2002
Page 3



effect relating to or affecting the rights and remedies of creditors, (ii) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or law, and the discretion of the court before which any
proceeding therefor may be brought and (iii) we express no opinion concerning
the enforceability of the judgment currency provisions contained in Section
10.16 of the Indenture.

            In addition, we express no opinion with respect to whether
acceleration of the Debt Securities may affect the collectibility of that
portion of the stated principal amount thereof that might be determined to
constitute unearned interest thereon.

            We have not been requested to express, and with your knowledge and
consent, do not render any opinion as to the applicability to the obligations of
the Company under the Indenture and the Debt Securities or the Guarantors under
the Indenture or the Guarantees of Section 548 of the United States Bankruptcy
Code or applicable state law (including, without limitation, Article 10 of the
New York Debtor and Creditor Law) relating to fraudulent transfers and
obligations.

            We assume for purposes of this opinion that (i) the Company has been
duly incorporated and is validly existing as a corporation under the laws of the
State of Oklahoma and has the corporate power and authority to issue and sell
the Debt Securities; (ii) each of the Guarantors is a corporation, limited
liability company or limited partnership duly incorporated or organized, validly
existing and in good standing under the laws of the state of its incorporation
or organization, with full power and authority to execute, deliver and perform
its obligations under the Guarantees and the Indenture; (iii) the Indenture
constitutes the legally valid and binding obligation of the Company and the
Guarantors, enforceable against each of the Company and the Guarantors in
accordance with its terms; (v) the Trustee is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization; (vi)
the Trustee is duly qualified to engage in the activities contemplated by the
Indenture; (vii) the Indenture has been duly authorized, executed and delivered
by the Trustee and constitutes a legally valid and binding obligation of the
Trustee, enforceable against the Trustee in accordance with its terms; (viii)
the Trustee is in compliance, generally and with respect to acting as Trustee
under the Indenture, with all applicable laws and regulations; and (ix) the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.

            We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included therein.

                                       Very truly yours,

                                       /s/ Latham & Watkins

EX-5.2

                           [MCAFEE & TAFT LETTERHEAD]



                                 April 24, 2002


Fleming Companies, Inc.
P.O. Box 299013
Lewisville, TX 75029

Re:      Offering of Debt Securities and Common Stock


Ladies and Gentlemen:

         Reference is made to your Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission today with respect to the offering from time to time of $600,000,000
of Debt Securities and Common Stock of Fleming Companies, Inc. (the "Company").
You have provided us with a draft prospectus (the "Prospectus") which is a part
of the Registration Statement. The Prospectus provides that it will be
supplemented in the future by one or more supplements to the Prospectus (each, a
"Prospectus Supplement").

         We have examined your corporate records and made such other
investigations as we deemed appropriate for the purpose of this opinion.

         Based upon the foregoing, we are of the opinion that:

         When the Registration Statement and any required post-effective
amendments thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and upon
adoption by the Board of Directors of the Company or a committee thereof of a
resolution in form and content as required by applicable law and upon issuance
and delivery of and payment of legal consideration in excess of the par value
thereof for shares of Common Stock in the manner contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s)
and by such resolution, and assuming that (i) the terms of such shares are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (ii) at the time of issuance of such shares, the
Company has a sufficient number of authorized but unissued shares under the
Company's Amended and Restated Certificate of Incorporation and (iii) such
shares comply with all requirements and restrictions, if any, applicable to the
Company, whether imposed by any court or governmental or regulatory body having
jurisdiction over the Company, such shares of Common Stock (including any Common
Stock duly issued upon the exchange or conversion of Debt Securities that are
exchangeable or convertible into Common Stock) will be validly issued, fully
paid and nonassessable.





         We hereby consent to the inclusion of this opinion as an exhibit to the
above mentioned Registration Statement and to the reference to our firm under
the caption "Legal Matters" in the Prospectus included therein.

                                  Very Truly Yours,

                                  /s/ McAfee & Taft

                                  McAfee & Taft, A Professional Corporation

EX-12

                                                                      EXHIBIT 12

                             FLEMING COMPANIES, INC.
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES




                                           FISCAL YEAR ENDED THE LAST SATURDAY IN DECEMBER
                                     1997         1998          1999          2000          2001
                                  ----------   ----------    ----------    ----------    ----------
                                                      (IN THOUSANDS OF DOLLARS)
                                                                          
Earnings:
  Pretax income                   $   82,685   $ (598,202)   $  (62,581)   $ (200,889)   $   62,799
  Fixed charges, net                 197,923      195,956       193,263       198,413       184,166
                                  ----------   ----------    ----------    ----------    ----------

Total earnings                    $  280,608   $ (402,246)   $  130,682    $   (2,476)   $  246,965

Fixed charges:
  Interest expense                $  162,506   $  161,581    $  165,180    $  174,569    $  165,534
  Portion of rental charges
    deemed to be interest             35,050       33,948        27,626        23,331        18,134

  Capitalized interest and debt
    issuance cost amortization         1,186          604         1,117         2,051         7,950
                                  ----------   ----------    ----------    ----------    ----------


Total fixed charges               $  198,742   $  196,133    $  193,923    $  199,951    $  191,618

Deficiency                                     $  598,379    $   63,241    $  202,427

Ratio of earnings to
  fixed charges                         1.41        (2.05)         0.67         (0.01)         1.29



"Earnings" consist of income from continuing operations before income taxes and
fixed charges excluding capitalized interest. Capitalized interest amortized
during the respective periods is added back to earnings.

"Fixed charges, net" consist of interest expense, an estimated amount of rental
expense which is deemed to be representative of the interest factor and
amortization of capitalized interest and debt issuance cost.

The pro forma ratio of earnings to fixed charges is omitted as it is not
applicable.

Under the company's long-term debt agreements, "earnings" and "fixed charges"
are defined differently and amounts and ratios differ accordingly.

RESULTS EXCLUDING STRATEGIC PLAN ADJUSTMENTS AND ONE-TIME ITEMS ARE AS FOLLOWS:



                                            FISCAL YEAR ENDED
                                      THE LAST SATURDAY IN DECEMBER

                                        1999       2000       2001
                                      --------   --------   --------
                                        (IN THOUSANDS OF DOLLARS)
                                                   
Total adjusted earnings               $261,757   $306,279   $341,071
Total fixed charges                   $193,923   $199,951   $191,618

Adjusted ratio of earnings
  to fixed charges                        1.35       1.53       1.78

EX-23.1

                                                                    EXHIBIT 23.1



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Fleming Companies, Inc. on Form S-3 of our report dated February 13, 2002,
appearing in the Annual Report on Form 10-K of Fleming Companies, Inc. for the
year ended December 29, 2001, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.

Deloitte & Touche LLP

Dallas, Texas
April 23, 2002