ConocoPhillips Former Gas Stations (Now Convience Stores) Selects Company to Supply Merchandise(reinforcing concept that Gasoline is a comodity like electric)

DALLAS, Feb. 14 -- Fleming Companies, Inc. today announced that it has entered into an agreement with ConocoPhillips to supply 114 Conoco-branded convenience stores in five states. The agreement anticipates approximately $35 million in annual volume and commences in April of 2003. The stores will be supplied by Fleming's Denver, Albuquerque, Salt Lake City and Ft. Worth Divisions. Fleming currently supplies more than 700 stores for ConocoPhillips through an existing, multi- year agreement, which will include these additional 114 locations. Fleming also provides third-party operations for ConocoPhillip's Circle K business, serving more than 500 Circle K stores from Phoenix.

"We are pleased to be expanding our relationship with ConocoPhillips by earning the opportunity to serve these 114 stores," said Mike Walsh, Executive Vice President of Sales, Fleming Convenience. "This agreement is another example of the additional growth opportunities for Fleming in the convenience sector. We believe that this contract is a strong testament to our overall business strategy, our decision to fully focus on our wholesale distribution business and the advantage that we have to attract customers that know we do not compete with them for retail products or fuel."

About Fleming

With its national, multi-tier supply chain network, Fleming is the #1 supplier of consumer package goods to retailers of all sizes and formats in the United States. Fleming serves nearly 50,000 retail locations, including supermarkets, convenience stores, supercenters, discount stores, concessions, limited assortment, drug, specialty, casinos, gift shops, military commissaries and exchanges and more. Fleming serves more than 600 North American stores of global supermarketer IGA. To learn more about Fleming, visit our Web site at http://www.fleming.com/ .

Forward-Looking Statement

This document contains forward-looking statements regarding future events. These forward-looking statements are subject to a number of factors that could cause actual results to differ materially from those stated in this release, including without limitation: changes in general economic conditions; adverse effects of the changing industry and increased competition; sales declines and/or loss of customers; unanticipated problems with product procurement; exposure to litigation and other contingent losses; the inability to integrate acquired companies and to achieve operating improvements at those companies; the ability to successfully sell our retail operations including these specific stores; increases in labor costs and disruptions in labor relations with union bargaining units representing Fleming's employees; and the negative effects of Fleming's substantial indebtedness and the limitations imposed by restrictive covenants contained in Fleming's debt instruments. Additional information about these factors is contained in Fleming's reports and filings with the Securities and Exchange Commission, including its 2001 Form 10-K. The forward-looking statements speak only as of the date made and Fleming undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date of this release.

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