EXHIBIT 99.3


                 2002-2 AMENDMENT TO THE FLEMING COMPANIES, INC.
                         KEY EXECUTIVE PERFORMANCE PLAN


         The Fleming Companies, Inc. Key Executive Performance Plan, formerly
known as the Fleming Companies, Inc. Key Executive Retention Plan (the "Plan"),
is hereby amended as follows:

         The Plan is hereby amended by deleting Section 4.3 in its entirety and
replacing it with the following:

             "4.3 Account Investment Alternatives.

                  (a) Company Deferred Awards. The amounts held in Participant's
         Account attributable to the unvested portion of the Company Deferred
         Award shall be credited as of the last day of each calendar quarter
         with interest calculated at a rate equal to the prime rate of interest
         plus 1% as published in the WALL STREET JOURNAL (Southwest Edition) in
         the Money Rate Section as of the beginning of each calendar quarter,
         and interest will continue to be allocated until the applicable Account
         has been paid in full.

                  (b) Participant Deferred Awards and Vested Company Deferred
         Awards. The Participant may make an election at any time to have the
         amounts held in his Account that are attributable to the Participant's
         Deferred Award or the vested Company Deferred Award deemed invested in
         either (i) an interest investment (as provided in (i) below) or (ii) a
         Company stock investment (as provided in (ii) below). Once a
         Participant makes an election to have all or a portion of his Deferred
         Award or vested Company Deferred Award invested in the Company Stock
         Alternative, the Participant cannot elect to transfer such amounts to
         the Interest Alternative described below.

                      (i) Interest Alternative. If a Participant makes an
         interest investment election, the Participant's Account shall be
         credited as of the last day of each calendar quarter with interest
         calculated at a rate equal to the prime rate of interest plus 1% as
         published in the WALL STREET JOURNAL (Southwest Edition) in the Money
         Rate Section as of the beginning of each calendar quarter, and such
         interest earnings will continue to be allocated until the applicable
         Account has been paid in full.

                      (ii) Company Stock Alternative. If a Participant makes a
         Company stock investment election, the Company shall transfer to a
         trustee of a grantor trust established by the Company (the "Trust")
         cash equal to the amount of such election. The trustee of the Trust
         shall have the right to purchase shares of Company common stock on the
         open market at the discretion of the trustee. In the event the trustee
         declines to purchase Company common stock, Participant's deferrals
         shall be deemed automatically invested in the Interest Alternative. A
         separate recordkeeping account will be established in the Trust for the
         benefit of the Participant. During the period that these shares are
         held by the trustee, any





         cash dividends paid with respect to such shares shall be credited to
         the Participant's Account. Such shares shall continue to be held by the
         trustee until the applicable payment date as provided in Article V of
         this Plan, and any future appreciation or depreciation with respect to
         the shares as well as any distributions that are made with respect to
         such shares shall be allocated on a reasonable and consistent basis to
         such Account. The value of the Company stock held in the Account shall
         be determined on a quarterly basis. Distributions from the Trust will
         only be made in accordance with Article V of this Plan. It is intended
         by the Company that distributions from the Trust will be made in shares
         of Company stock represented by the Participant's beneficial interest
         in the Trust equal to his Account. While shares of the Participant's
         Company stock are held in the Trust, the Participant shall neither have
         the right to vote such shares (but such shares will be voted by the
         trustee), nor will the Participant have any other incidence of
         ownership or rights as a shareholder with respect to such shares held
         in the Trust."

         Except as otherwise provided in this 2002-2 Amendment to The Fleming
Companies, Inc. Key Executive Performance Plan (the "Amendment"), the Plan is
hereby ratified and confirmed in all respects. This Amendment is adopted and
effective this 11th day of November, 2002.

                                            FLEMING COMPANIES, INC., an Oklahoma
                                            corporation




                                            By:  /s/ SCOTT M. NORTHCUTT
                                               ---------------------------------
                                               Scott M. Northcutt, Executive
                                               Vice President - Human Resources


ATTEST:



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


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