Exhibit 24.1
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming
Companies, Inc. (hereinafter the "Company"), hereby severally
constitute Mark S. Hansen and Lenore T. Graham, and each of them,
severally, our true and lawful attorneys-in-fact with full power
to them and each of them to sign for us, and in our names as
officers or directors, or both, of the Company, a Registration
Statement on Form S-8 (and any and all amendments thereto,
including post-effective amendments) to be filed with the
Securities and Exchange Commission relating to the Fleming
Companies, Inc. 2000 Stock Incentive Plan granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
Signature Title Date
MARK S. HANSEN Chairman, Chief )
Mark S. Hansen Executive Officer and )
Director )
)
NEAL J. RIDER Executive Vice )
Neal J. Rider President and Chief )
Financial Officer )
(Principal financial )
officer) )
)
KEVIN J. TWOMEY Senior Vice President ) June 30, 2000
Kevin J. Twomey Finance and )
Controller (Principal )
accounting officer) )
)
ARCHIE R. DYKES Director )
Archie R. Dykes )
)
CAROL B. HALLETT Director )
Carol B. Hallett )
)
EDWARD C. JOULLIAN III Director )
Edward C. Joullian III )
)
ALICE M. PETERSON Director )
Alice M. Peterson )
)
GUY A. OSBORN Director )
Guy A. Osborn )
)
DAVID S. RISMILLER Director )
David A. Rismiller )
