HANNAFORD BROTHERS CO, DEF 14A, 1995-04-03

HANNAFORD BROTHERS CO
DEF 14A, 1995-04-03
GROCERY STORES

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Hannaford Bros. Co.
145 Pleasant Hill Road
Scarborough, ME 04074

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 24, 1995

To the Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders
of HANNAFORD BROS. CO., a Maine corporation, which will be held at the
offices of the Company, 145 Pleasant Hill Road, Scarborough, Maine, on
Wednesday, May 24, 1995, at 9:30 a.m. The purpose of the Meeting will be to
consider and act upon the following:

1. Election of four Class II Directors to serve until the Annual
Meeting of Shareholders in 1998.

2. Ratification of the appointment of Coopers & Lybrand L.L.P. as
independent auditors of the Company for the fiscal year ending
December 30, 1995.

3. Consideration of a proposed Stock Ownership Plan for Outside
Directors.

4. Consideration of certain amendments to the 1988 Stock Plan to remove
a limitation on the number of shares of Common Stock that may be
issued under the Plan, to increase the number of shares that may be
issued under incentive stock options, to lengthen the potential
vesting period for restricted stock, and to allow transfers of stock
options to family members under certain conditions.

5. Consideration of an amendment to the Employee Stock Purchase Plan to
remove the six-month service requirement for eligibility.

6. Such other business as may properly come before the Meeting and any
adjournment thereof.

The Board of Directors has fixed the close of business on March 27,
1995, as the record date for the determination of shareholders entitled to
receive notice of, and vote at, the Meeting and any adjournment thereof.

By order of the Board of Directors

s/Peter B. Webster

Clerk

Scarborough, Maine
March 31, 1995

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, DATE
AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE
PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND
VOTE IN PERSON.

<PAGE>
HANNAFORD BROS. CO.
145 Pleasant Hill Road
Scarborough, ME 04074
March 31, 1995

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 24, 1995

The accompanying proxy is solicited by the Board of Directors of
HANNAFORD BROS. CO. (the "Company") for use at the Annual Meeting of
Shareholders (the "Meeting") to be held at the offices of the Company, 145
Pleasant Hill Road, Scarborough, Maine, at 9:30 a.m., on Wednesday, May 24,
1995, and any adjournment thereof. When such proxy is properly executed and
returned, the shares it represents will be voted at the Meeting in
accordance with any directions noted thereon; or in the absence of specific
directions as to any proposal, it will be voted in favor of each nominee and
proposal identified below. Any shareholder giving a proxy has the power to
revoke it at any time before it is voted. A proxy may be revoked by filing
a written notice of revocation with an Assistant Secretary of the Company,
by submitting a duly executed proxy bearing a later date or by revocation
made in person at the Meeting.

The proxy and this proxy statement are being mailed or delivered to
shareholders on or about March 31, 1995.

VOTING SECURITIES OF THE COMPANY

As of March 27, 1995, there were outstanding and entitled to vote
41,948,918 shares of Common Stock, par value $.75 per share. Each share of
Common Stock is entitled to one vote. Only shareholders of record at the
close of business on March 27, 1995, will be entitled to vote at the
Meeting. The following were beneficial holders of more than 5% of the
outstanding Common Stock of the Company at the close of business on March
27, 1995. Unless indicated to the contrary, the persons or parties shown as
beneficial holders have the sole power to vote and dispose of the shares
shown as owned by them.

AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL HOLDER OWNERSHIP OF CLASS

Sobey Parties(1) 10,702,481 25.51
115 King Street
Stellarton, Nova Scotia, Canada B0K 1S0

(1) The Sobey Parties include Donald R. Sobey, David F. Sobey, Empire
Company Limited, E.C.L. Investments Limited, the Pension Plan for
Employees of Sobeys Inc., the Deferred Profit Sharing Plan for Eligible
Employees of Sobeys Inc. and Pauljan Limited. The information regarding
the ownership of the Sobey Parties is given in reliance on information
contained in the Sobey Parties' latest Form 4 filing made on or about
January 31, 1995 with the Securities and Exchange Commission.

<PAGE>
The following table sets forth the beneficial ownership of Common Stock
by each Director, each other nominee for election as a Director, the other
executive officers named in the Summary Compensation Table on page 11, and
all Directors and executive officers of the Company as a group, at the close
of business on March 27, 1995. Except as otherwise indicated, each person
owns less than 1% of the outstanding Common Stock.

SHARES OF
COMMON STOCK PERCENT OF
NAME BENEFICIALLY OWNED CLASS
Directors/Nominees

Bruce G. Allbright 1,000

William A. Andres 2,000

Robert D. Bolinder 10,000

Laurel Cutler 1,000

William T. End 2,000

Hugh G. Farrington 274,812(1)

James W. Gogan 21,600

Richard K. Lochridge 2,000

Claudine B. Malone 200

James L. Moody, Jr. 274,399(2)

Walter J. Salmon 135,790(3)

David F. Sobey 10,702,481(4) 25.51

Robert L. Strickland 1,000

Other Named Executive Officers

Norman E. Brackett 39,743(5)

James J. Jermann 45,347(6)

Larry A. Plotkin 59,585(7)

All Executive Officers and Directors
as a Group 11,698,153(8) 27.89

<PAGE>

(1) Includes 2,170 shares owned by Mr. Farrington's wife. Also includes
68,994 shares that Mr. Farrington has the right to acquire within 60
days by exercise of stock options.

(2) Includes 30,240 shares owned by Mr. Moody's wife. Also includes 89,657
shares that Mr. Moody has the right to acquire within 60 days by
exercise of stock options.

(3) Includes 1,800 shares owned by Dr. Salmon's wife.

(4) David F. Sobey, because of business and family relationships, may be
deemed to be the beneficial owner of some or all of 10,702,481 shares
of Hannaford Common Stock held by the Sobey Parties. David F. Sobey
expressly disclaims beneficial ownership of all except 35,665 of said
shares (See "Voting Securities of the Company," Page 1).

(5) Includes 13,256 shares that Mr. Brackett has the right to acquire
within 60 days by exercise of stock options.

(6) Includes 2,198 shares owned by Mr. Jermann's wife. Also includes
24,549 shares that Mr. Jermann has the right to acquire within 60 days
by exercise of stock options.

(7) Includes 321 shares owned by Mr. Plotkin's children. Also includes
26,640 shares that Mr. Plotkin has the right to acquire within 60 days
by exercise of stock options.

(8) Includes 37,989 shares held by immediate family members. Also includes
313,818 shares acquirable within 60 days by exercise of stock options.

<PAGE>
ELECTION OF DIRECTORS

The Articles of Incorporation of the Company provide for a Board of
Directors of not fewer than seven nor more than eighteen members, as from
time to time may be determined by resolution of the shareholders or the
Directors. The Board of Directors is divided into three classes, each such
class having a three-year term of office with the term of office of one such
class expiring at the Annual Meeting of Shareholders each year. The term of
the Class II Directors expires at the upcoming Meeting.

The nominees for election as Class II Directors at this Meeting are
Hugh G. Farrington, Walter J. Salmon, David F. Sobey and Robert L.
Strickland, all of whom are the current Class II Directors.

Messrs. Farrington, Salmon, Sobey and Strickland have consented to
serve as Directors if elected. Should any nominee become unavailable for
election (which is not presently anticipated), the discretionary authority
provided in the proxy may be exercised to vote for a substitute. No proxy
may be voted for more than four nominees for Class II Directors. Candidates
receiving the greatest number of votes cast will be elected to the Board.
(Abstentions and broker non-votes will not affect the tally of votes cast in
the election. A "non-vote" occurs when a broker, or other fiduciary,
holding shares for a beneficial owner votes on one proposal but lacks
authority from such owner to vote on another proposal.)

The following table sets forth for each Director or other nominee, his
or her name, principal occupations or employment for at least the past five
years, class of directorship, age on March 27, 1995 and year first elected a
Director.

PRINCIPAL OCCUPATION DIRECTOR
NAME OR EMPLOYMENT AGE SINCE

CLASS I (TERM EXPIRES AT THE 1997 ANNUAL MEETING)

Bruce G. Allbright(1) Retired President, Dayton Hudson 66 1991
Corporation, Minneapolis, Minnesota

William A. Andres(2) Retired Chairman of the Board and 68 1986
Chief Executive Officer, Dayton
Hudson Corporation, Minneapolis,
Minnesota

William T. End Marketing Consultant; Former Chief 47 1995
Executive Officer, Lands' End, Inc.,
1992 to 1995; Executive Vice President,
L.L. Bean, Inc., 1979 to 1992.

James W. Gogan(3) President, Empire Company Limited, 56 1988
Stellarton, Nova Scotia (Holding
Company)

Claudine B. Malone(4) President, Financial & Management 58 1991
Consulting, Inc., McLean, Virginia

<PAGE>
CLASS II (TERM EXPIRES AT THIS ANNUAL MEETING)

Hugh G. Farrington(5) Chief Executive Officer since 50 1981
May 1992; President since 1984;
Executive Vice President
1981 to 1984; Senior Vice
President 1980 to 1981; Vice
President 1977 to 1980

Dr. Walter J. Salmon Stanley Roth, Sr. Professor 64 1964
(6) of Retailing and Senior Associate
Dean for External Relations, Graduate
School of Business Administration,
Harvard University, Boston,
Massachusetts

David F. Sobey(7) Chairman and Chief Executive 64 1981
Officer, Sobeys Inc., Stellarton,
Nova Scotia (Food Retailer)

Robert L. Strickland(8) Chairman of the Board, Lowe's 64 1994
Companies, Inc., Winston-Salem,
North Carolina

CLASS III (TERM EXPIRES AT THE 1996 ANNUAL MEETING)

Robert D. Bolinder(9) Executive Vice President of Corporate 63 1984
Planning and Development, Smith's Food
and Drug Centers, Inc., Salt Lake City,
Utah; President, Robert D. Bolinder
Associates, Management Consultants;
formerly Chief Financial and Administra-
tive Officer and Vice Chairman of the
Board, Albertson's, Inc., Boise, Idaho

Laurel Cutler(10) Vice-Chairman and Global Director 68 1993
of Marketing Planning of FCB/Leber
Katz Partners, New York, New York

Richard K. Lochridge(11) President and Chief Executive Officer, 51 1993
Lochridge & Company, Inc. (Management
Consulting), Boston, Massachusetts

James L. Moody, Jr.(12) Chairman of the Board since 1984; 63 1967
Chief Executive Officer from 1973 to
May 1992; President 1971 to 1984

(1) Mr. Allbright is a member of the Human Resources Committee of the
Board. He is also a Director of TCF Financial; G & K Services; Rose's
Stores; and Noma Industries Ltd.

<PAGE>
(2) Mr. Andres is Chairperson of the Human Resources and Corporate
Governance Committees of the Board. He is also a member of the
Executive Committee of the Board. He is also a Director of Jostens,
Inc.; International Multifoods; Lowe's Companies, Inc.; and Scott Paper
Company.
(3) Mr. Gogan is a member of the Audit and Finance Committees of the Board.
He is a Director of Crombie Insurance (U.K.) Limited; Barclays Bank of
Canada; Lawton's Drug Stores Limited; Halifax Developments Limited;
Sobeys Inc.; Empire Company Limited; Wajax Limited; and Atlantic
Shopping Centres Limited.
(4) Ms. Malone is Chairperson of the Audit Committee of the Board and a
member of the Corporate Governance Committee of the Board. She is also
a Director of Hasbro, Inc.; Houghton Mifflin Company; The Limited,
Inc.; Scott Paper Company; Union Pacific Corporation; Dell Computer
Corporation; and IMCERA Group, Inc. She is a Trustee of the
Massachusetts Institute of Technology and The Dana Farber Cancer
Institute and is Deputy Chairman of the Federal Reserve Bank of
Richmond.
(5) Mr. Farrington is a member of the Executive Committee of the Board.
(6) Dr. Salmon is Chairperson of the Executive Committee of the Board and a
member of the Finance and Corporate Governance Committees of the Board.
He is also a Director of Luby's Cafeterias, Inc.; Circuit City, Inc.;
Telxon Corp.; Neiman Marcus Group, Inc.; The Quaker Oats Company; and
Promus, Inc.
(7) Mr. Sobey is a member of the Executive Committee of the Board. He is
also a Director of Atlantic Shopping Centres Limited; Dominion Textile
Inc.; Empire Company Limited; Univa; Sobeys Inc.; T.R.A. Foods Limited;
CHC Helicopter Corporation; Lumsden Brothers Limited; and Versa
Services Limited.
(8) Mr. Strickland is a member of the Audit Committee of the Board. He is
also a Director of Summit Communications; and T. Rowe Price Associates,
Inc.
(9) Mr. Bolinder is Chairperson of the Finance Committee and a member of
the Corporate Governance Committee of the Board. He is also a Director
of Idaho Power Company; and Smith's Food and Drug Centers, Inc.
(10) Ms. Cutler is a member of the Audit Committee of the Board. She is
also a Director of Foote, Cone & Belding Communications.
(11) Mr. Lochridge is a member of the Human Resources Committee of the
Board. He is also a Director of Scott Paper Company; and Dynatech
Corporation.
(12) Mr. Moody is a member of the Executive Committee of the Board. He is
also a Director of Penobscot Shoe Co.; Sobeys Inc.; Hill's Stores
Company; UNUM Corporation; IDEXX Laboratories, Inc.; and a Trustee of
the Colonial Group of Mutual Funds.

<PAGE>
INFORMATION CONCERNING THE BOARD OF
DIRECTORS AND BOARD COMMITTEES

MEETINGS

During 1994 the Board of Directors of the Company held eight meetings.
Each Director attended 75% or more of the total Board and Committee meetings
he or she was eligible to attend in 1994.

COMMITTEES

The Company has an Audit Committee, Human Resources Committee, Finance
Committee, Corporate Governance Committee and an Executive Committee elected
by the Board of Directors from its members.

The Audit Committee is made up of non-management members of the Board.
Its function is to oversee the work of the Company's internal and external
auditors and to assure the existence of an effective accounting and internal
control system. The Committee met on five occasions during 1994.

The Human Resources Committee is also made up of non-management members
of the Board. It reviews the compensation of the Directors and senior
executives and makes recommendations to the Board with regard to proposed
changes in the various compensation programs and, in certain instances, has
the authority to directly amend various benefit plans. The Human Resources
Committee has broad discretion over the administration of various
compensation plans of the Company. The Human Resources Committee met on six
occasions during 1994.

The Corporate Governance Committee is made up of non-management members
of the Board. It is responsible for the conduct of the Board and assumed
the nominating function formerly performed by the Human Resources Committee.
It will consider recommendations from shareholders for future nominees for
Directorships. Consideration of an individual recommended will be made on
the basis of his or her qualifications and the long-range objectives of the
Company. See "Shareholder Proposals" at page 35 below for a description of
procedures by which a shareholder may nominate one or more candidates for
election to the Board.

The Finance Committee, formerly known as the Investment Committee, is
made up of non-management members of the Board. It serves as the named
fiduciary responsible for the investment of assets of the Company's
Retirement Plan and Savings and Investment Plans and makes recommendations
to the Board with respect to financial structure, dividend policy and
related matters. The Committee met on five occasions during 1994.

The Executive Committee consists of management and non-management
members of the Board. Its primary function is to act on behalf of the Board
at times when it is impractical to call a special meeting of the entire

<PAGE>
Board. The powers of the Executive Committee are limited by the Bylaws of
the Company and by applicable Maine law. For example, the Committee is not
permitted to amend the Articles of Incorporation or Bylaws of the Company or
to adopt any plan of merger or consolidation on behalf of the Board.
Pursuant to an amended Standstill Agreement, the Sobey Parties are entitled
to designate one member of the Executive Committee. See "Agreement with
Sobey Parties," page 16. The Committee did not meet during 1994.

DIRECTORS' COMPENSATION

Each non-management Director is paid an annual retainer of $20,000 for
services as a Director. Non-management Directors (other than Dr. Walter J.
Salmon) receive fees of $1,000 for each Board meeting attended and $1,000
for each committee meeting attended. Committee Chairpersons receive an
additional annual retainer of $2,500 for such services. James L. Moody, Jr.
has a compensation arrangement with the Company that covers, among other
things, his Board-related activities. See page 11 below. Hugh G.
Farrington (the only management member of the Board other than Mr. Moody)
receives no additional compensation for his services as a Director. All
Directors are reimbursed for any out-of-pocket expenses incurred in
attending Board and committee meetings.

In addition to his annual retainer of $20,000 and his $2,500 annual
retainer as Chairperson of the Executive Committee, Dr. Salmon receives
$26,000 per year, which covers his Board and committee meeting attendance
fees and additional consulting services.

In 1991 the Company's shareholders approved the adoption of a Retirement
Plan for Outside Directors. In order to attract and retain independent
Directors of superior ability, the Plan offers non-management Directors a
potential source of retirement income tied to the long-term performance of
the Company as measured by the price of its Common Stock. The Plan is
thereby intended to further align the interests of the Directors and the
shareholders.

Under that Plan, each non-management Director is credited annually with
a specified number of "performance shares," whose value will be determined
over a five-year "performance period." (In the event that a Director
retires from the Board of Directors before age 70, other than in the case of
death or disability, the performance period for each outstanding award will
terminate at the end of the fiscal year in which the Director retires.) At
the end of the performance period for a given award, the number of
performance shares is multiplied by the increase (if any) in the trading
price of the Common Stock over such period. The resulting figure (in
dollars) is then credited to a deferral account for the Director, where it
is treated as if it were invested in Common Stock of the Company (receiving
adjustment for dividends paid on such stock and changes in the trading price
of the stock). The following Directors hold the number of common stock
equivalents indicated: Mr. Andres, 948; Mr. Bolinder, 948; Mr. End, 1,034;
Mr. Gogan, 779; Dr. Salmon, 1,455; and Mr. Sobey, 1,117.

<PAGE>
Generally, amounts credited to a Director's deferral account will be
paid to her or him in a lump sum or in monthly installments over a period
not to exceed 10 years. Payments may not begin until the Director retires
from the Board or reaches age 70, whichever is later. All payments from the
Plan are made in cash.

In 1994 each non-management Director received an award under the Plan
equal to 1,700 performance shares. The total performance shares presently
held by the non-management Directors are as follows: Mr. Allbright, 6,500;
Mr. Andres, 8,300; Mr. Bolinder, 8,300; Ms. Cutler, 3,300; Mr. Gogan, 8,300;
Mr. Lochridge, 3,300; Ms. Malone, 6,500; Dr. Salmon, 8,300; Mr. Sobey 8,300;
and Mr. Strickland, 1,600. As described above, the ultimate value of the
performance shares will vary depending upon the future market price of the
Company's Common Stock.

<PAGE>
<TABLE>
<CAPTION>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE

The following table provides information concerning compensation paid to the named executive officers for the past three
years.

Long Term
Compensation
Annual Compensation Awards Payouts
Name and Securities LTIP All Other
Principal Salary(1) Bonus(2) Underlying Payouts(3) Compensation(4)
Position Year ($) ($) Options (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
HUGH G. FARRINGTON 1994 355,000 187,387 36,937 0 4,159
President and 1993 338,000 253,500 15,640 176,892 4,682
Chief Executive Officer(5) 1992 312,148 206,182 15,204 110,570 4,387

JAMES L. MOODY, JR. 1994 245,700 129,693 25,565 0 3,338
Chairman of the Board(5) 1993 234,000 175,500 10,652 194,080 3,932
1992 279,565 184,660 10,077 132,788 4,178

NORMAN E. BRACKETT 1994 178,400 94,168 8,935 0 2,832
Chief Financial Officer 1993 163,400 65,360 4,944 38,202 2,894
1992 135,965 47,904 3,845 22,425 2,333

LARRY A. PLOTKIN 1994 174,600 92,163 8,745 0 2,805
Senior Vice President, 1993 167,900 67,160 4,360 44,892 2,992
Development & Planning 1992 166,135 58,533 4,464 26,987 2,851

JAMES J. JERMANN 1994 168,100 88,732 8,419 0 2,032
Senior Vice President, 1993 155,000 62,000 4,944 41,360 2,236
Merchandising 1992 151,865 53,506 4,508 24,689 2,606

(1) Includes amounts deferred under the SAVINGS AND INVESTMENT PLAN or DEFERRED COMPENSATION PLAN and amounts withheld to
purchase stock under the EMPLOYEE STOCK PURCHASE PLAN.
(2) Reflects performance-based payments under the ANNUAL INCENTIVE PLAN, including amounts deferred under the DEFERRED
COMPENSATION PLAN.
(3) Reflects payouts under the LONG TERM INCENTIVE PLAN for the five-year award period ending in the stated year.
(4) Reflects Company matching contributions allocated to each officer's account under the SAVINGS AND INVESTMENT PLAN.
(5) Mr. Farrington has served as Chief Executive Officer of the Company since May 14, 1992. This position was held by
Mr. Moody prior to such date.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information on option grants to the named executive officers during the past year. No stock
appreciation rights ("SARs" ) were granted during this period.

Individual Grants(1)
Number of
Securities % of Total Potential Realizable Value
Underlying Options at Assumed Annual Rates of
Options Granted to Exercise or Price Appreciation for Grant Date
Granted Employees in Base Price Expiration Option Term ($) Present
Name (#) Fiscal year ($/Share) Date 0% 5% 10% Value(2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Hugh G. Farrington 36,937 8.9% 21.625 05/19/04 0 502,338 1,273,022 362,352

James L. Moody, Jr. 25,565 6.2% 21.625 05/19/04 0 347,680 881,090 250,793

Norman E. Brackett 8,935 2.2% 21.625 05/19/04 0 121,515 307,942 87,652

Larry A. Plotkin 8,745 2.1% 21.625 05/19/04 0 118,931 301,394 85,788

James J. Jermann 8,419 2.0% 21.625 05/19/04 0 114,497 290,158 82,590

All Optionees 432,301(3) 100.0% 21.625(4) 05/19/04(4) 0 5,897,721 14,945,983 4,254,316

All Shareholders(5) N/A N/A N/A N/A 0 564,105,740 1,429,554,701 N/A

(1) All options were granted under the 1988 STOCK PLAN at 100% of market price at the date of grant. All options are fully
exercisable two years after grant (with half becoming exercisable one year after grant). The exercise price may be paid
in cash or by surrender of currently owned Common Stock (valued at 100% of market price). Payment in shares entitles the
holder to the grant of a "reload" option for that number of shares. The reload option has an exercise price equal to
100% of market price at the date of its grant, generally becomes exercisable one year after grant, and carries the same
expiration date as the original option.
(2) Computed under the Black-Scholes method based on a ten-year option term and assuming an interest rate of 7.34%, annual
dividend yield of 1.38% and volatility of .2548%.
(3) All but a small portion of these options were granted May 19, 1994 at 100% of fair market value ($21.625). In connection
with the Wilson acquisition, options for an additional 16,804 shares were issued to key Wilson's associates on July 26,
1994 at 100% of fair market value ($23.375). The Wilson's options expire July 26, 2004.
(4) The price and expiration date shown do not cover the options for 16,804 shares issued to key Wilson's associates. See
note (3) above.
(5) Potential realizable value for "All Shareholders" is computed through the relevant ten-year period on all shares of
Common Stock outstanding on May 19, 1994 (the grant date of the 1994 options), based upon the market price of the Common
Stock on that date ($21.625 per share).
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

The following table provides information on option exercises by the named executive officers during the past year and the
value of such officers' unexercised options at December 31, 1994, the last day of the Company's fiscal year. No SARs were
outstanding during this period.

NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-THE-
NAME SHARES VALUE REALIZED UNDERLYING UNEXERCISED OPTIONS MONEY OPTIONS AT FY-END ($) (2)
ACQUIRED ON (1) ($) AT FY-END (#)
EXERCISE (#)

EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <S> <S> <C> <C> <C> <C>
Hugh G. Farrington 9,070 17,704 42,706 53,088 239,620 174,407

James L. Moody, Jr. 21,052 287,490 71,549 30,891 492,064 112,513

Norman E. Brackett 3,906 10,253 6,317 14,887 18,299 45,581

Larry A. Plotkin 3,352 39,596 24,996 10,925 194,769 39,607

James J. Jermann 0 0 17,868 10,891 92,904 39,297

(1) Amounts in this column reflect the closing market price of the Company's Common Stock at the date of exercise, minus
the exercise price of the option. Incentive Stock Options and Non-qualified Stock Options were granted under the 1985
Incentive Stock Option Plan or the 1988 Stock Plan at 100% of the market price on the date of grant.
(2) Amounts in this column reflect the closing market price of the Company's Common Stock on December 31, 1994 ($25.375),
minus the exercise price of the option. All options were granted at 100% of market price on the date of grant. The term
"in-the-money" refers to options having an exercise price less than the relevant market price.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
LONG TERM INCENTIVE PLAN - AWARDS IN LAST FISCAL YEAR

The following table provides information on long term incentive awards granted during 1994 to the named executive officers.
All awards were granted under the 1993 LONG TERM INCENTIVE PLAN and cover the three-year performance period beginning in 1994.

ESTIMATED FUTURE PAYOUTS
NUMBER OF SHARES, PERFORMANCE OR UNDER NON-STOCK PRICE-BASED PLANS
NAME UNITS OR OTHER OTHER PERIOD UNTIL
RIGHTS(1) MATURATION OR THRESHOLD(2) TARGET(2) MAXIMUM(2)
(#) PAYOUT ($) ($) ($)
<S> <C> <C> <C> <C> <C>
Hugh G. Farrington 16.67% of Cash Fiscal 1994 - 1996 0 287,352 431,028
Compensation for the
Next 3 Years

James L. Moody, Jr. 16.67% of Cash Fiscal 1994 - 1996 0 198,888 298,332
Compensation for the
Next 3 Years

Norman E. Brackett 8% of Cash Fiscal 1994 - 1996 0 64,338 96,507
Compensation for the
Next 3 Years

Larry A. Plotkin 8% of Cash Fiscal 1994 - 1996 0 63,223 94,835
Compensation for the
Next 3 Years

James J. Jermann 8% of Cash Fiscal 1994 - 1996 0 60,656 90,984
Compensation for the
Next 3 Years

(1) The 1993 Plan provides for a "basic award" equal to a specified percentage of the executive officer's salary and annual
incentive compensation over a three-year award period. The "actual award" subject to payout is generally determined by
multiplying the basic award by a fraction, the numerator of which is the difference between the actual after-tax
cumulative earnings per share over the three-year period and the low performance goal for that period, and the
denominator of which is the difference between the high and low cumulative earnings per share goals set by the Human
Resources committee at the start of the period. The committee may decrease an executive officer's payout if they
determine his or her performance to be inconsistent with the amount of the award.
(2) "Threshold" and "Target" refer, respectively, to the low and high performance goals for the three-year period beginning
in 1994. Subject to possible adjustment by the Human Resources Committee as described above, (i) there will be no payout
if earnings per share do not exceed the low goal, (ii) the target payout will equal 100% of the basic award if earnings
per share equal the high goal, (iii) the payout will be a prorated amount of the target if earnings per share fall
between the high and low goals, and (iv) the payout will similarly be prorated (though not to exceed 150% of the basic
award) if earnings per share exceed the high goal. Since the actual award is a function of future compensation paid over
three years, the amount of a potential award cannot presently be accurately determined. The amounts set forth under
Target and Maximum are for illustrative purposes only and are computed on the assumptions that (i) cash compensation for
each officer during the award period increases by 4% per year and (ii) the Company meets or exceeds the high performance
goal.
</TABLE>

<PAGE>
PENSION PLAN TABLES

The following tables set forth aggregate estimated annual benefits
payable upon retirement to employees under the RETIREMENT PLAN and the
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, assuming various salary levels and
various years of service. Table I reflects benefits computed on the basis
of a defined benefit covered compensation formula adopted in 1992 but
effective as of January 1, 1989. Table II reflects benefits computed on the
basis of the defined benefit social security offset formula in effect before
that date. Only executives who had reached age 50 by May 14, 1992 and who
met certain other conditions as of that date are entitled to benefits under
the prior formula. The benefits of Messrs. Farrington, Plotkin and Jermann
would be computed under Table I, and the benefits of Messrs. Moody and
Brackett would be computed under Table II.

Table I: Defined Benefit Covered Compensation Formula

YEARS OF SERVICE

REMUNERATION 15 20 25 30 35 40 45

50,000 9,427 12,569 15,711 18,853 18,853 18,853 18,853
100,000 20,677 27,569 34,461 41,353 41,353 41,353 41,353
150,000 31,927 42,569 53,211 63,853 63,853 63,853 63,853
200,000 43,177 57,569 71,961 86,353 86,353 86,353 86,353
250,000 54,427 72,569 90,711 108,853 108,853 108,853 108,853
300,000 65,677 87,569 109,461 131,353 131,353 131,353 131,353
350,000 76,927 102,569 128,211 153,853 153,853 153,853 153,853
400,000 88,177 117,569 146,961 176,353 176,353 176,353 176,353

Table II: Defined Benefit Social Security Offset Formula

YEARS OF SERVICE

REMUNERATION 15 20 25 30 35 40 45

50,000 9,065 12,087 15,108 18,130 18,130 20,060 22,560
100,000 21,565 28,753 35,942 43,130 43,130 47,026 52,026
150,000 34,065 45,420 56,775 68,130 68,130 74,526 82,026
200,000 46,565 62,087 77,608 93,130 93,130 102,026 112,026
250,000 59,065 78,753 98,442 118,130 118,130 129,526 142,026
300,000 71,565 95,420 119,275 143,130 143,130 157,026 172,026
350,000 84,065 112,087 140,108 168,130 168,130 184,526 202,026
400,000 96,565 128,753 160,942 193,130 193,130 212,026 232,026

<PAGE>
Benefits under either Table are calculated on the basis of (i) the
participant's years of service (as defined) and (ii) his or her annual
compensation averaged over the 60 months preceding his or her retirement
date. (As described at pages 18 and 19 below, Mr. Moody's and Mr.
Brackett's benefits are subject to further adjustment under agreements with
the Company.) For the named executive officers, covered compensation
excludes incentive compensation and is substantially identical to
compensation reflected in the "Salary" column of the Summary Compensation
Table. The present years of service for the named executive officers are as
follows: Mr. Farrington 26 years, Mr. Moody 36 years, Mr. Jermann 17 years,
Mr. Plotkin 23 years and Mr. Brackett 20 years.

Benefits shown in Table I are based on the assumption that payments are
made in the form of a straight life annuity. Benefits shown in Table II
assume that payments are made in the form of a life annuity with 60 monthly
payments guaranteed. For the named executive officers (and other
participants in the Supplemental Plan), the listed benefits are not subject
to deduction for Social Security or other offset amounts.

OTHER CONTRACTS WITH EXECUTIVE OFFICERS

Set forth below is a summary of other employment-related contracts with
the executive officers named in the Summary Compensation Table.

EMPLOYMENT CONTINUITY AGREEMENTS

The Company has Employment Continuity Agreements with each of the named
executive officers.

The Agreements for Messrs. Moody and Farrington are similar. If within
12 months following a change in control, the Company terminates the
employment of Mr. Moody or Mr. Farrington, other than for good cause (as
defined in the agreement), or Mr. Moody or Mr. Farrington voluntarily
terminates employment for good reason (as defined), he is entitled to a cash
payment equal to (i) 300% of his annual base salary in effect on the date of
the change in control and (ii) 300% of the award he would have received for
the year in which such termination occurs, pursuant to the HANNAFORD BROS.
CO. ANNUAL INCENTIVE PLAN, assuming for such year that actual profit will
equal budgeted profit (as those terms are defined in the plan) and that the
officer would have received an individual performance award under the plan
in an amount equal to 50% of his company performance award. In addition,
each is entitled to continued participation in the Company's insurance and
certain employee benefit plans (excluding the RETIREMENT PLAN and the
SAVINGS AND INVESTMENT PLAN) for a period of 36 months following termination
of employment. Further, upon such termination, each is entitled to
exercise, in full, all options granted under the Company's 1985 INCENTIVE
STOCK OPTION PLAN, and to acceleration of payments under the DEFERRED
COMPENSATION PLAN. Upon such termination, each is also entitled to such
benefits and rights as are provided under the Company's 1988 STOCK PLAN,
1993 LONG TERM INCENTIVE PLAN and SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN.
For purposes of calculating any benefit payable with respect to either under
the SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, the number of his years of

<PAGE>
service is increased by three. In the event either voluntarily terminates
his employment without good reason (as defined) within six months following
a change in control, he is entitled to receive the benefits described above,
adjusted as follows: (i) the amount of the cash payment is reduced to 200%
of annual base salary and 200% of the ANNUAL INCENTIVE PLAN award, (ii)
participation in the Company's insurance and certain employee benefit plans
is continued for a period of 24 months following termination, and (iii) the
number of years of service under the SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
is increased by two. The foregoing benefits with respect to Mr. Moody have
been supplemented somewhat under a certain agreement dated February 11,
1991, which is described below.

For the other named executive officers, if within 12 months following a
change in control, the Company terminates the employment of the officer,
other than for good cause (as defined), or the officer voluntarily
terminates employment for good reason (as defined), such officer is entitled
to a cash payment, within thirty days of such termination, equal to (i) 200%
of his annual base salary in effect on the date of the change in control and
(ii) 200% of the unadjusted basic award he or she would have received for
the year in which such termination occurs, pursuant to the HANNAFORD BROS.
CO. ANNUAL INCENTIVE PLAN, assuming for such year that actual profit will
equal budgeted profit (as those terms are defined in the plan) and that the
officer would have received an individual performance award under the plan
in an amount equal to 50% of his or her company performance award. In
addition, such officer is entitled to continued participation in the
Company's insurance and certain employee benefit plans (excluding the
RETIREMENT PLAN and the SAVINGS AND INVESTMENT PLAN) for a period of 24
months following termination of employment. Further, upon such termination,
such officer is entitled to the same exercise of options and acceleration of
payments and awards as are provided under the agreements for Messrs. Moody
and Farrington. Upon such termination, such officer is also entitled to
such benefits and rights as are provided under the SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN. For purposes of calculating any benefit payable with
respect to such officer under the SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN,
the number of his years of service is increased by two. In the event the
officer voluntarily terminates employment without good reason (as defined)
within six months following a change in control, such officer is entitled to
receive the benefits described above, adjusted as follows: (i) the amount
of the cash payment is reduced to 100% of the officer's annual base salary
and 100% of the ANNUAL INCENTIVE PLAN award; (ii) participation in the
Company's insurance and certain employee benefit plans is continued for a
period of 12 months following termination; and (iii) the number of years of
service under the SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN is increased by
one.

Under these agreements, a "change in control" is defined to include (i)
the acquisition of 27% or more of the Company's voting stock by any party;
(ii) Hannaford ceasing to be a publicly-held company; (iii) the number of
outside directors constituting less than a majority of the board of
directors within any 25-month period; (iv) the Company's shareholders
approving any consolidation or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which shares of
Common Stock would be converted into cash, securities or other property

<PAGE>
(other than a merger or consolidation in which the holders of Common Stock
immediately prior to the merger or consolidation have substantially the same
proportionate ownership and voting control of the surviving corporation
immediately after the merger or consolidation); or (v) the Company's
shareholders approving any sale, lease, exchange, liquidation or other
transfer (in one transaction or a series of transactions) of all or
substantially all of the assets of the Company. The agreements prohibit the
payment of an amount that would cause any portion of the amounts payable
under the agreements to be non-deductible under Section 280G of the Internal
Revenue Code.

The Board of Directors has authorized the creation of a separate trust
to secure the payment of benefits under the Employment Continuity Agreements
and the SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN in the event that the Company
were to undergo a change in control. Upon the occurrence of an event deemed
to be a change in control (as described above), the Company will be required
to place sufficient assets in the trust to cover its payment obligations
under such Agreements and such Plan. These trust assets will, however,
remain subject to the claims of other creditors of the Company. If and to
the extent that trust assets are insufficient to meet the Company's
obligations under the Employment Continuity Agreements and the SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN, the Company will be required to pay such benefits
from its general assets.

If within 12 months following a change in control, the Company were to
terminate the employment of Messrs. Moody, Farrington, Jermann, Plotkin and
Brackett, other than for good cause (as defined), or Messrs. Moody,
Farrington, Jermann, Plotkin and Brackett voluntarily terminate employment
with good reason (as defined), the Employment Continuity Agreements would
provide for cash severance payments of $1,167,750, $1,687,500, $525,000,
$542,100 and $556,500, respectively, based on the current annual base
salaries and basic awards for each of those executive officers.

AGREEMENT WITH MR. MOODY

Pursuant to an Agreement dated as of February 11, 1991, Mr. Moody agreed
that when he ceased to serve in the capacity of Chief Executive Officer of
the Company, which took place on May 14, 1992, he (i) would remain employed
with the Company on a reduced schedule through the date of the Annual
Shareholders Meeting in 1997 and (ii) would not accept employment with, or
otherwise provide services to, any entity that the Hannaford Board of
Directors determines to be in competition with the Company in its existing
trading areas. The Agreement provides that during this period, Mr. Moody
would receive salary at the initial base rate of $225,000 per year (as
compared to his salary of $336,000 per year immediately prior to the
transition), subject to later adjustment consistent with adjustments to the
salaries of other corporate officers of the Company. Solely for purposes of
the SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, Mr. Moody is credited with
additional salary equal to the difference between (i) his actual salary
multiplied by the fraction $336,000/$225,000, and (ii) his actual salary.
The Agreement also provides for continued participation by Mr. Moody in
various employee benefit plans, and for receipt of vacation benefits and
other perquisites of employment.

<PAGE>
AGREEMENT WITH MR. BRACKETT

Mr. Brackett has served as head of management services since 1974. In
order to assure Mr. Brackett's continued employment with the Company for a
mutually agreeable period, not to extend past December 31, 1995, the Company
by agreement dated September 9, 1992, has agreed to pay Mr. Brackett a
supplemental pension benefit in the amount of $83,503. It is intended that
such payment will be made through the SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN. The Company has also agreed in principle to provide Mr. Brackett with
insurance coverage comparable to that offered in 1992 to other retiring
executives. The manner of providing this insurance coverage, and the
resulting cost to the Company, has yet to be determined.

<PAGE>
HUMAN RESOURCES COMMITTEE REPORT ON
EXECUTIVE COMPENSATION

CORPORATE GOVERNANCE

Executive compensation at Hannaford Bros. Co. is administered by the
Human Resources Committee under principles and plans approved by the Board
of Directors. The Committee, whose members are listed below, is composed
entirely of non-employee Directors. The Committee reviews and approves all
compensation arrangements for executive officers, including cash
compensation, stock grants, employment/severance agreements and special
benefits where applicable. Actions of the Committee are periodically
reported to, and in appropriate cases ratified by, the Board. Consistent
with applicable laws and regulations, several of the compensation plans
administered by the Committee have been expressly approved by the Company's
shareholders.

The Committee reviews the performance of the Chief Executive Officer and
the Chairman of the Board on at least an annual basis. In setting executive
compensation for the CEO and other senior officers, the Committee seeks to
ensure that compensation is based on evaluations and judgments of
performance (individual, Company and business unit where applicable), is
competitive in the marketplace in which the Company competes for executives,
and is aligned with business strategies and shareholder interests. The
Committee retains independent consultants for advice on compensation matters
and information on competitive practices. In exercising its judgment on
compensation matters, the Committee also considers recommendations from
management and the Board.

COMPENSATION PHILOSOPHY AND STRUCTURE

Overall, the same principles that govern the compensation of other
salaried associates apply to the compensation of the Company's executives.
Within this framework, the Committee believes that (a) executives should
have a greater portion of their compensation at risk than other associates,
(b) a significant portion of the executives' compensation should be tied to
measures of performance of the business as a whole, (c) in addition to
rewards for annual results, executives should be rewarded for achieving
sustained long-term results consistent with Company goals set by the Board
in its business planning process, (d) the interests of executives should be
linked to those of shareholders through the risks and rewards of Company
stock ownership and options, and (e) special benefits and perquisites for
management should be minimized and based on business necessity. To this
end, executive compensation is composed primarily of the following major
elements: base salaries, annual incentives, stock options and other long-
term incentives, and retirement benefits. The Committee reviews the
Company's compensation practices annually.

The Company sets compensation at levels it deems appropriate to attract
and retain high quality individuals. It uses surveys as a competitive
reference but does not determine its compensation practices according to
surveys alone. Surveys contain data on a variety of food industry and other

<PAGE>
retail companies and are not tailored specifically for Hannaford.
Therefore, the companies included in the surveys do not necessarily match
the companies included in the stock price performance graph shown on page
25. As an additional reference, the Committee reviews a report each year
comparing the executive pay levels and financial performance for the
previous year for companies in the stock performance graph with comparable
figures at Hannaford.

In determining appropriate salary levels, the Committee considers the
entire compensation package because it strives to maintain a significant
portion of compensation at risk. Base salaries for executives and other
salaried associates are established within salary ranges that reflect the
skills required and scope of responsibility for each position. The ranges
are determined through competitive analyses and may be adjusted from year to
year following a review of market data. Salary increases are based on
individual contribution and competitive remuneration. Overall, 1994 base
salary levels corresponded to approximately the median of survey companies.
The salary of the CEO was below the median, reflecting a policy of paying a
relatively greater portion of his compensation through performance-based
awards rather than salary.

The Company pays annual incentives to executives and others through the
ANNUAL INCENTIVE PLAN. Incentive awards are earned based on achievement of
annual goals set by the Board. The goals are stated in terms of net income
relative to annual profit objectives established by the Board of Directors.
Individuals are assigned target awards expressed as a percentage of salary.
Actual awards range from 0 - 125% of target depending upon overall company
performance against the goal. No awards are earned, however, unless the
Company attains at least 85% of the performance goal. Annual incentive
awards are paid in cash to recipients after the close of the fiscal year.
Although the Board can increase or decrease the payout to any participant if
it determines that the actual award is inconsistent with the individual's
performance, such adjustments have not been made for any named executive
officer in the last three fiscal years.

The Committee views stock options as an effective way to link the
interests of associates with those of shareholders. The Committee grants
stock options annually to executives and other salaried associates under the
1988 STOCK PLAN. These grants are based on guidelines adopted by the
Committee and expressed as a percentage of salary. Grant levels are
compared each year to current surveys published by compensation consultants
to ensure they are competitive. Together with salary and short and long
term incentive plan awards, stock options are designed to produce an overall
competitive pay package. If the Company achieves its short and long term
goals, long term incentive plan awards and stock options are intended to
comprise one-half of the CEO's and Chairman's compensation and one-third of
other senior officers' compensation. Because the grants are regarded as
part of a comprehensive and competitive annual compensation program, the
Committee does not take into account grants made in prior years when making
new grants. In addition to awarding stock options to executives, the
Committee has extended stock options in recent years to pharmacists and key
managers, including store managers. The award of options to store managers
demonstrates the conviction of management and the Board that operating
excellent stores is critical to the success of the Company and that store
managers serve a major role in achieving that objective.

<PAGE>
Other long term incentives are presently provided through the 1993 LONG
TERM INCENTIVE PLAN, which is designed to reward senior executives for
sustained earnings growth. Under this Plan, each year the Committee sets
high and low performance goals for growth in earnings per share (EPS) over a
designated award period, currently three years. The Committee changed the
award period from five to three years beginning with the 1993 grants to
reflect a corresponding shift in the Company's strategic planning cycle.
The Committee also designates a "basic award", expressed as a percentage of
salary plus annual cash incentive earned during that period. If the Company
meets the high performance goal, the actual award equals the basic award.
If earnings per share are less than or equal to the low goal, the actual
award is zero. A participant's actual award is determined by multiplying
his or her basic award by a fraction, the numerator of which is the positive
difference between actual EPS for the three years and the low performance
goal, and the denominator of which is the difference between the high and
low performance goals set by the Committee. Thus, if performance exceeds
the high performance goal, the actual award may exceed the basic award, up
to a Committee-imposed maximum of 150% of the basic award. It is the
Committee's current practice to pay approximately 50% of each award earned
in the form of Company stock which must be held for three years. The
balance of the award is paid in cash to meet income tax withholding
requirements. Although the Board, prior to 1994, could increase or decrease
the payout to any participant if it determined that the actual award was
inconsistent with the individual's performance, such adjustments were not
made for any named executive officer in the last three fiscal years.
Effective in 1994, the Committee can only decrease an executive officer's
payout if it determines his or her performance to be inconsistent with the
amount of the award.

Executives receive pension benefits under the same tax-qualified plan
(the EMPLOYEES' RETIREMENT PLAN) available to other salaried associates of
the Company. Current tax law imposes limits on pension benefits payable to
executives from tax qualified plans. The Company therefore maintains a non-
qualified SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN generally to preserve the
benefits that would otherwise be lost under the qualified plan. The amount
of benefits payable under the supplemental plan equals the amount that would
be payable under the Company's qualified plan if there were no limits in
place, offset by the amount actually paid under the qualified plan.

The Company maintains a number of other broad-based employee benefit
plans in which salaried associates, including executives, are entitled to
participate. Examples of such plans include the SAVINGS AND INVESTMENT PLAN
(401(k) Plan), the EMPLOYEE STOCK PURCHASE PLAN, and the Company's health
and welfare benefit plans.

Legislation enacted in 1993 imposed new limits on the tax deductibility
of executive compensation. The Committee's policy is to maximize the tax
deductibility of executive compensation to the extent consistent with its
responsibility to effectively compensate executives based on performance.
The Committee has taken action to ensure that awards under the 1988 STOCK
PLAN and the 1993 LONG TERM INCENTIVE PLAN qualify as performance-based
under proposed regulations.

<PAGE>
COMPENSATION ACTIONS IN 1994 AND RELATION TO COMPANY PERFORMANCE

Hugh G. Farrington, President, received a 5% increase in salary to
$355,000 per year, effective January 1, 1994. The increase was based upon
1) a review of competitive data, 2) the state of the regional economy, 3)
his performance, 4) the desired mix of salary, short term and long term
compensation and 5) the merit increase program for executives and other
salaried associates. While no particular weight was assigned to any one
factor, the 5% increase reflects his performance and the desired
compensation mix discussed below.

At the initiative of the CEO, a comprehensive review of the Company's
senior management compensation philosophy and mix was conducted during 1993.
As a result of that review, the Committee changed the CEO's compensation mix
for 1994 to shift a portion of the total compensation from annual to long
term (by reducing his annual incentive award opportunity and increasing his
stock option grant guidelines). These changes increased the portion of
total compensation dependent on increases in shareholder value.
Accordingly, Mr. Farrington's target annual incentive for 1994 was 50% of
his salary. This represented a reduction from the 75% level used as an
established target for the Company's CEO over the past several years. The
Company performed well in 1994, achieving 105.57% of its net income goal
under the ANNUAL INCENTIVE PLAN. Consequently, Mr. Farrington received an
annual incentive payment of $187,387.

Mr. Farrington's annual cash compensation for 1994 (the sum of salary
and annual incentive) was $525,387. This represents an 11.2% decrease over
1993 due to the shift in the compensation mix from annual to long term. By
way of comparison, the Company's reported net income and earnings per share
increased by 9.8% and 8.7%, respectively, over 1993.

Mr. Farrington was granted an award under the 1993 LONG TERM INCENTIVE
PLAN to cover the three year performance period beginning in 1994. His
basic award represents 16.67% of his cash compensation during this period if
the Company achieves the cumulative earnings per share growth goal set for
this award. The grant reflects a continuation of the level used in 1993.

Mr. Farrington and other executive officers named in the Summary
Compensation Table did not receive a long term incentive payment in 1995
because earnings per share growth for the 1990-94 award period fell below
the low performance goal set by the Committee in 1989. This is consistent
with the Committee's philosophy of paying for performance.

Mr. Farrington received a stock option grant entitling him to purchase
36,937 shares of Hannaford stock at an option price equal to the fair market
value of the stock on the date of grant. The size of the option grant was
set at 225% of Mr. Farrington's salary. This new grant level reflects the
shift in compensation mix discussed earlier as compared to 95% of the
midpoint of his salary range used for several years.

<PAGE>
CONCLUSION

The Human Resources Committee believes that it is essential to attract
and retain qualified executives to manage the Company's business. The
Committee further believes that the caliber and motivation of its associates
and the quality of their leadership are two of the most important factors
affecting the Company's long-term performance. In order to advance the
long-term interests of shareholders, the Human Resources Committee strives
to adopt compensation programs that will (a) provide executives with direct
and substantial incentives to achieve long-term business objectives, and (b)
tie the executives' interests to the risks and rewards of owning Company
stock. The Committee believes that the Company's compensation programs
during 1994 have met the objectives identified above.

Respectfully submitted,

WILLIAM A. ANDRES, Chairman
BRUCE G. ALLBRIGHT
RICHARD K. LOCHRIDGE

<PAGE>
MARKET PRICE PERFORMANCE
OF THE COMPANY'S COMMON STOCK

The following graph provides information on the five-year cumulative
total return on Hannaford Bros. Co. Common Stock as compared to the S&P 500
Index, and an index consisting of retail food and grocery companies having
shares listed on a national securities exchange. Amounts reflected in each
case are measured from December 31, 1989 and assume reinvestment of all
dividends paid.

DATA POINTS

1989 1990 1991 1992 1993 1994

Hannaford Bros. Co. 100 110 141 140 138 165
S&P 500 100 97 126 136 150 152
Retail Food/Grocery (New) 100 87 109 109 106 113

Assumes $100 invested on December 31, 1989 in Hannaford Bros. Co. Common
Stock, the S&P 500 Index, and the retail food and grocery index, with
reinvestment of all dividends.

The retail food and grocery index includes the following companies:

Albertson's, Inc. Penn Traffic Company
American Stores Co. Riser Foods, Inc.
Brunos, Inc. Ruddick Corporation
Food Lion, Inc. Safeway, Inc.
Giant Food, Inc. Smith's Food and Drug Centers, Inc.
Great Atlantic & Pacific Tea Co. Stop and Shop Companies, Inc.
Hannaford Bros. Co. Vons Companies, Inc.
Kroger Company Weis Markets, Inc.
Marsh Supermarkets, Inc. Winn Dixie Stores, Inc.

The list of companies included in the retail food and grocery index was
revised this year. Three large supermarket companies (Bruno's, Inc., Food
Lion, Inc. and Marsh Supermarkets, Inc.) were added; two smaller supermarket
companies (Foodarama Supermarkets, Inc. and Motts Holdings, Inc.) and one
convenience store chain (Uni Marts, Inc./Class A) were deleted. The Company
believes that the revised peer group is more comparable in size and business
to the Company. Without this revision, the total five-year return for the
index would be 120%, instead of 113% as shown above, and the intermediate
data points would have been 80, 88, 107 and 108.

For purposes of computing this index, the returns of each company have been
weighted according to the companies' respective stock market
capitalizations.

<PAGE>
OTHER MATTERS RELATING TO
THE COMPANY'S DIRECTORS AND OFFICERS

REPORTS OF DIRECTORS, OFFICERS AND CERTAIN SHAREHOLDERS

Under Section 16(a) of the Securities Exchange Act of 1934, certain
persons associated with the Company (directors, executive officers and
beneficial owners of more than 10% of the outstanding Common Stock) are
required to file with the Securities and Exchange Commission and the New
York Stock Exchange various reports disclosing their ownership of Company
securities and changes in such ownership. To the Company's knowledge, all
requisite reports were filed in a timely manner.

AGREEMENT WITH SOBEY PARTIES

Since September 16, 1981, the Company and the Sobey Parties have been
parties to an agreement (the "Standstill Agreement"), which has been amended
and extended from time to time. On February 4, 1988, the Company and the
Sobey Parties further extended the term of such agreement and amended
various terms thereof.

Under the Standstill Agreement as amended and extended, the Sobey
Parties have agreed not to increase their percentage ownership of the
Company's voting stock above the current level of approximately 25.6% of the
outstanding shares, except in certain circumstances specified by the
Standstill Agreement. The Sobey Parties have also agreed that they will not
purchase any shares of the Company's voting stock except as contemplated by
the Standstill Agreement, engage in a proxy contest relating to election of
the Company's directors or certain other matters or enter into a voting
trust agreement for the purpose of acquiring control of the Company. In
addition, the Sobey Parties are restricted in their right to sell shares of
the Company's voting stock owned by them.

Under the Standstill Agreement, the Sobey Parties have certain rights to
purchase securities from the Company to maintain their percentage ownership
of the Company's voting stock and to maintain specified percentage ownership
margins between their percentage ownership and that of the next largest
shareholder. The specified margin is 13.5% (an arbitrary ownership margin
negotiated by the parties at the time of the original Standstill Agreement),
except that the margin is reduced to 5% in the case of certain shareholders
that enter into separate standstill agreements with the Company. In the
event that the Standstill Agreement permits the Sobey Parties to increase
their percentage ownership in excess of approximately 25.6%, the Sobey
Parties are required to place such excess shares in a voting trust pursuant
to which the shares will be voted in proportion to the votes of small
shareholders (generally, the holders of 5% or less of the Company's voting
stock who are not affiliated with management of the Company). In cases
where the Sobey Parties are entitled to purchase more than $5 million of
shares from the Company, the Sobey Parties have certain rights to defer the
purchase of their shares over specified periods of time ranging from 90 days
to three years. The Company has agreed to use its best efforts to cause two
nominees of the Sobey Parties to be elected as Directors of the Company.
Presently, David F. Sobey and James W. Gogan serve as the Sobey Parties'
designees on the Board.

<PAGE>
The Company has also agreed to certain restrictions on its ability to issue
voting stock in connection with business acquisitions or otherwise to place
large blocks of voting stock in the hands of a single person or group. In
general, the Company has agreed not to sell voting stock to any person or
group that owns, or would thereby own, more than 10% of the outstanding
voting stock, except with the Sobey Parties' prior consent. In the case of
business acquisitions, such limit is increased to 15%, provided that the
Company obtains standstill agreements with such person or group and its
controlling person, if any. The Sobey Parties also have a right to prevent
the Company from entering into business acquisitions involving the issuance
of as many shares of the Company's voting stock as the Sobey Parties then
own. Such right is conditional on the Sobey Parties' delivery, at that
time, of an offer to sell all of their shares to the Company at specified
market prices (generally, the same prices being paid by third parties for
the Company's stock).

The Standstill Agreement will expire December 31, 1995, unless further
extended. The Agreement provides that its term will be automatically
renewed for successive one-year periods (but not beyond December 31, 1997)
unless by July 31 of a given year either the Company or any of the Sobey
Parties gives written notice of an intention not to further extend the term
of the Agreement. The Sobey Parties have certain rights to terminate the
Standstill Agreement, including the right to terminate in the event of
certain tender offers by third parties or the accumulation of 25% or more of
the outstanding voting shares of the Company by a third party.

OTHER

Peter B. Webster, Clerk and Assistant Secretary of the Company, and
Gregory S. Fryer, Assistant Secretary of the Company, are partners in the
law firm of Verrill & Dana, outside general counsel to the Company.

RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS

Coopers & Lybrand L.L.P. were auditors for the fiscal year ended
December 31, 1994, and subject to ratification by shareholders, have been
appointed to serve as auditors for the fiscal year ending December 30, 1995.

Representatives of Coopers & Lybrand L.L.P. are expected to attend the
Meeting and to respond to appropriate questions from shareholders. The
representatives will have the opportunity to make a statement if they so
desire.

PROPOSED STOCK OWNERSHIP PLAN
FOR OUTSIDE DIRECTORS

Over the past several years, the Company has adopted a variety of
compensation plans that encourage its associates, and particularly its
executive officers, to own Hannaford Common Stock. The Company believes
such ownership helps further align the interests of associates with those of

<PAGE>
the shareholders. For similar reasons, the Company also encourages non-
management Directors to own Common Stock. All Directors currently own
Hannaford Common Stock, which they have purchased from time to time on their
own. In addition, the Retirement Plan for Outside Directors, adopted in
1991, offers non-management Directors a potential source of retirement
income tied to the performance of the Common Stock over a period of several
years.

The Board of Directors recently adopted stock ownership guidelines for
Directors. Under these guidelines, each non-management Director is
encouraged to acquire and maintain holdings in Hannaford stock having a
value of at least five times the annual retainer. Currently, this would
represent holdings of $100,000 in Hannaford stock.

The Company is now proposing a Stock Ownership Plan for Outside
Directors which, starting in 1996, would permit non-management Directors to
receive all or a portion of their director compensation in the form of
Common Stock. The proposed Plan offers two new features and incorporates
two features from compensation arrangements currently in effect.

STOCK OPTION. Under the proposed Plan, each non-management Director may
elect whether to receive his or her annual retainer in the form of a
stock option rather than cash. This election must be made by the
Director before January 1 of the relevant year, and cannot be made for
less than the entire annual retainer for that year. If so elected, the
stock option is granted as of the first trading day of the new year.
The option entitles the Director to purchase Common Stock at an exercise
price per share equal to 100% of the closing price of Hannaford stock on
the New York Stock Exchange as of the grant date. The number of shares
covered by the option is set by a formula, and equals (i) three times
the annual retainer, divided by (ii) the closing price per share of the
Common Stock on the grant date. The exercise price is payable in cash
or previously owned stock (or any combination thereof) at the time of
exercise. The option becomes exercisable one year after the date of
grant, and will be forfeited if for any reason the Director's service on
the Board terminates before December 31 of that first year (in which
case the Director will receive a cash payment for the portion of the
annual retainer earned through the termination date). Each option will
expire ten years from the date of grant if not exercised.

DEFERRAL OF COMPENSATION. Under the proposed Plan, each non-management
Director may, at any time, elect to defer receipt of any director
compensation (i.e. annual retainer, meeting fees, committee chairperson
fees, and consulting fees) that would otherwise be paid to him or her in
cash. The deferral period is designated by the Director, subject to
certain limits. The Director must elect at the outset whether the
compensation deferred is ultimately to be paid in stock or in cash.

STOCK DEFERRAL. In the case of a stock deferral, whenever the
Director would otherwise receive payment of compensation, the
Company will credit to the Director's account a number of stock
units which equals (i) the amount deferred, divided by (ii) the
closing price per share of the Common Stock on the deferral date.

<PAGE>
Payout of the deferred amounts will be made in the form of Common
Stock (plus a cash payment equal to the amount of dividends that
would have been paid on such stock over the deferral period). The
stock deferral feature of the proposed Plan is new.

CASH DEFERRAL. In the case of a cash deferral, whenever the
Director would otherwise receive payment of compensation, the
Company will credit the payment amount to the Director's account and
will thereafter accrue interest on the account at the rate paid on
five-year Treasury notes. The cash deferral feature of the proposed
Plan is virtually identical to a cash deferral arrangement that has
been available to non-management Directors for many years.

If the Director makes a stock deferral, the value of his or her ultimate
payout will be tied to the future market value of the Common Stock
(whether higher or lower than at the deferral date); if the Director
makes a cash deferral, the value of the ultimate payout will increase at
the specified rate of interest.

PERFORMANCE SHARES. Since 1991 the Company has awarded "performance
shares" to non-management Directors through the Retirement Plan for
Outside Directors. That Plan is described at page 9 above. The
proposed Stock Ownership Plan for Outside Directors would incorporate
the terms of the Retirement Plan, without change.

The following table describes the potential value of stock options and
stock deferrals over a five-year period, assuming three different rates of
price appreciation for Hannaford Common Stock. Since the award in each case
is in lieu of fees to which a director is otherwise entitled, the dollar
value of the award is computed after deducting the amount of the fees
foregone. In each case, it is assumed that $20,000 of fees per Director are
foregone. Note that these two types of awards are mutually exclusive. The
table does not include cash deferrals or performance shares, since these are
benefits that have been available under existing arrangements and which will
continue in effect even if the shareholders choose not to approve the
proposed Stock Ownership Plan for Outside Directors.

<PAGE>
NEW PLAN BENEFITS
Stock Ownership Plan for Outside Directors

Dollar Value ($) if Stock
Appreciates for 5 Years at No. of
0%/Yr. 5%/Yr. 10%/Yr. Units

(1) Stock Option to
a Non-Management
Director 0 16,584 36,624 2,400

Stock Options to
all Non-Management
Directors as a Group
(11 persons) 0 182,424 402,864 26,400

(2) Stock Deferral by
a Non-Management
Director 0 5,528 12,208 800

Stock Deferrals by
all Non-Management
Directors as a Group
(11 persons) 0 60,808 134,288 8,800

A maximum of 200,000 shares of Common Stock will be available for
issuance under the Plan, whether through stock options or through stock
deferrals. Cash deferrals and performance shares under the Plan can be paid
out only in the form of cash. Only Directors who are not employees of the
Company are eligible to receive awards under the Plan. The Company
presently has eleven such Directors.

Future amendments to the Plan may be made by the Board of Directors from
time to time. Except as otherwise permitted under Maine law and by Rule
16b-3 under the Securities Exchange Act of 1934, (i) no amendment shall be
effective without shareholder approval and (ii) the Plan may not be amended
more than once every six months. Under current law, shareholder approval
would be needed for any amendment that would change the class of persons
entitled to receive awards or that would materially increase the benefits to
participants or the number of shares available for grant.

A copy of the proposed Plan is attached as Exhibit A. The affirmative
vote of a majority of the outstanding shares of Common Stock of the Company
is needed to approve this proposed Plan. (Abstentions and broker non-votes
will have the same effect as a vote against the proposal.) If approved by
the shareholders, the Plan will become effective January 1, 1996.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF
THE STOCK OWNERSHIP PLAN FOR OUTSIDE DIRECTORS

<PAGE>
PROPOSED AMENDMENTS TO THE
HANNAFORD BROS. CO. 1988 STOCK PLAN

The 1988 STOCK PLAN was originally approved by shareholders on May 25,
1988, and has been amended from time to time since then. The Plan gives the
Human Resources Committee of the Board of Directors broad discretion to
award stock options, stock appreciation rights, stock units, and restricted
stock to key associates. In 1994, 466 associates of the Company (including
12 executive officers) received awards under the Plan, representing 432,301
shares of Common Stock (1.05 % of the shares outstanding on the first day of
the year). Non-management Directors are not eligible to participate in the
Plan.

The Board has voted to further amend the Plan in certain respects. Some
of the changes do not require shareholder approval; others do. A copy of
the Plan as amended is attached as Exhibit B.

Changes not requiring shareholder approval include the following:
(1) imposing an individual limit on awards of stock options, stock
appreciation rights or stock units and providing that awards may be
conditioned upon attainment of performance goals, in order to qualify such
awards for treatment as "performance-based compensation" within the meaning
of the Internal Revenue Code; and (2) providing that the Human Resources
Committee may amend the Plan from time to time, except that any amendments
requiring shareholder approval shall also require ratification by the Board
prior to submission to shareholders.

Under Securities and Exchange Commission ("SEC") rules, shareholder
approval generally is required for amendments that increase the number of
shares for which awards may be granted or that modify the class of employees
eligible to participate in a plan. Shareholder approval may also be
required under Maine law for amendments relating to stock options.
Therefore, the following changes require shareholder approval: (1) removing
a percentage limit on the maximum number of shares that may be issued under
the Plan; (2) increasing the number of shares that may be issued under
Incentive Stock Options ("ISOs"); (3) increasing the maximum restriction
period for awards of restricted stock; and (4) allowing options to be
transferred to family members.

PERCENTAGE LIMIT. The Plan limits the number of shares of Common Stock
available for grant in each year to specified percentages of the total
number of shares outstanding as of the first day of such year.
Currently the limit is calculated as the lesser of (i) 1.25% of the
outstanding shares on a "net" basis or (ii) 1.375% of the outstanding
shares on a "gross" basis. Under the "net" limit, shares transferred to
the Company in payment of the exercise price of a stock option are
credited against the number of shares deemed granted in that year.
Under the "gross" limit, no credit is given for stock transferred to the
Company. The "gross" limit was adopted by the Board in 1991 in response

<PAGE>
to SEC interpretations which did not permit percentage limits to be
calculated on a net basis. Because the SEC recently reversed its
position on this issue, the Board now proposes to delete the "gross"
limit altogether.

LIMIT ON ISOS. The Plan also contains an absolute limit on the number
of shares that may be issued pursuant to ISOs. Currently the limit is
1,400,000 shares (as adjusted for stock dividends since 1988). Of this
number, approximately 225,000 are still available for future grant. The
Board proposes to increase this limit by 1,400,000 shares to cover
anticipated ISO grants through the Plan's termination date in 1998.

RESTRICTION PERIOD. Awards of restricted stock are outright grants of
Common Stock subject to forfeiture at a later date if the restrictions
are not met. The original Plan provided for a maximum restriction
period of five years from the date of grant. The Board proposes to
remove the limit on the restriction period, to provide greater
flexibility in awarding restricted stock.

TRANSFER OF OPTIONS. The Plan currently provides that both ISOs and
nonqualified stock options may not be transferred, except at death. In
anticipation of possible changes in SEC rules, the Board proposes to
amend the Plan to allow for transfers of nonqualified stock options to
family members or family trusts to the extent permitted by the SEC.

Pursuant to SEC requirements, the following table sets forth certain
information concerning awards made under the Plan in 1994, all of which were
grants of stock options.(1) The amendments described above would not have
affected the value or amount of awards made in 1994. Awards for 1995 have
not yet been made by the Human Resources Committee and are not currently
determinable.

(1) Further information concerning these awards is set forth in the table
tentitled "Option Grants in Last Fiscal Year," at page 12 above.

<PAGE>
NEW PLAN BENEFITS
1988 Stock Plan (as amended)

Dollar Value ($) if Stock
Appreciates for 10 Years at No. of
0%/Yr. 5%/Yr. 10%/Yr. Units

Hugh G. Farrington 0 502,338 1,273,022 36,937
James L. Moody, Jr. 0 347,680 881,090 25,565
Norman E. Brackett 0 121,515 307,942 8,935
Larry A. Plotkin 0 118,931 301,394 8,745
James J. Jermann 0 114,497 290,158 8,419
Executive Group 0 1,776,343 4,501,607 130,615
Non-Executive Director Group 0 0 0 0
Non-Executive Officer
Employee Group 0 3,874,350 9,818,373 284,882

The affirmative vote of a majority of the outstanding shares of Common
Stock of the Company is needed to approve the foregoing amendments.
(Abstentions and broker non-votes will have the same effect as a vote
against the proposal.) If approved by the shareholders, the amendment will
be effective as of February 6, 1995.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL
OF THE PROPOSED AMENDMENTS TO THE 1988 STOCK PLAN

PROPOSED AMENDMENT TO
EMPLOYEE STOCK PURCHASE PLAN

Since 1982 the Company's EMPLOYEE STOCK PURCHASE PLAN has permitted
eligible associates to purchase Common Stock through payroll deductions.
Approximately 11,700 associates of the Company (including 12 executive
officers) are presently eligible to participate in the Plan.

The Plan is administered by the Human Resources Committee, which
determines the maximum percentage of compensation that an associate may have
withheld during any option period and fixes the option price per share (at
not less than 85% of the fair market value of the Common Stock on the date
the option is granted or the fair market value on the date of exercise,
whichever is less). Currently, eligibility is restricted to associates who
have been employed by the Company or a subsidiary for at least six months
prior to the date options are granted.

<PAGE>
Subject to shareholder approval, the Board of Directors has voted to
amend the Plan in order to eliminate the six-month service requirement.
Under the amendment, any associate employed on the grant date will be
eligible to participate in such awards.(2)

Pursuant to SEC requirements, the following table sets forth certain
information concerning the shares acquired under the Plan in 1994. The
amendment described above would not have materially affected the value or
amount of awards made in 1994. For purposes of this table, the value of
each unit is $5.612, representing the amount by which the fair market value
per share of the Common Stock on the exercise date exceeded the exercise
price of an award. Due to the nature of the Plan, the value and amount of
awards for 1995 can not presently be determined.

NEW PLAN BENEFITS
Employee Stock Purchase Plan (as amended)

Dollar Value ($) No. of Units

Hugh G. Farrington 5,096 908
James L. Moody, Jr. 3,524 628
Norman E. Brackett 2,559 456
Larry A. Plotkin 2,503 446
James J. Jermann 1,661 296
Executive Group 27,359 4,875
Non-Executive Director Group 0 0
Non-Executive Officer 506,690 90,287
Employee Group

A copy of the amendment is contained in Exhibit C. The affirmative vote
of a majority of the outstanding shares of Common Stock of the Company is
needed to approve the foregoing amendment. (Abstentions and broker non-
votes will have the same effect as a vote against the proposal.) If
approved by the shareholders, the amendment will be effective as of February
7, 1995.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF
THE PROPOSED AMENDMENT TO THE EMPLOYEE STOCK PURCHASE PLAN

(2) Pursuant to its existing authority, the Board has also amended the
Plan to provide that the Human Resources Committee may amend the Plan from
time to time, and that any such amendments requiring shareholder approval
shall also require ratification by the Board prior to submission to
shareholders.

<PAGE>
SHAREHOLDER PROPOSALS

To be eligible for inclusion in the proxy materials for the 1996 Annual
Meeting, a shareholder proposal for action to be taken at such Meeting must
be in proper written form addressed to the attention of the Chairman of the
Board and received at the Company's principal executive offices before
December 1, 1995.

The Company's Bylaws provide that any shareholder wishing to propose one
or more candidates for election as a Director at the Annual Meeting of
Shareholders in a given year shall, not earlier than January 1 nor later
than February 28 of that year, provide written notice of such intended
nomination to the Secretary of the Company. Such notice shall identify each
proposed nominee and shall set forth the same information regarding the
shareholder and each nominee as would be required to be set forth in a proxy
statement under the proxy rules of the Securities and Exchange Commission.
Upon receipt of such notice, the Secretary shall forward a copy thereof to
the Corporate Governance Committee, which may consider whether to endorse
the proposed candidate(s). A shareholder who has satisfied these notice
requirements shall thereafter be entitled at the next Annual Meeting of
Shareholders to place in nomination any nominee so described, regardless of
whether the Committee or the Board of Directors has chosen to endorse the
proposed candidate. This procedure for nominations by shareholders is not
intended to relieve any person from obligations imposed under the proxy
rules of the Securities and Exchange Commission, or to obligate the Company
to include in its proxy statement a description of an intended Director
nomination by a shareholder.

GENERAL

A copy of the Company's Annual Report for the fiscal year ended December
31, 1994, including financial statements, is enclosed herewith. It is not
to be regarded as proxy soliciting material. The cost of soliciting proxies
on behalf of the Board of Directors will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally, or by
telephone or other means of communication, by employees of the Company, none
of whom will receive additional compensation for such services or be
specially hired for such purposes. The Company will reimburse brokers and
other custodians, nominees and fiduciaries for out-of-pocket expenses
reasonably incurred for sending proxy materials to principals and obtaining
their proxies. The Company's transfer agent, Continental Stock Transfer &
Trust Company, will assist in the distribution of proxy material to nominee
accounts and will obtain their proxies. It is estimated that the fees and
out-of-pocket expenses of such firm, payable by the Company in connection
with the solicitation, will be approximately $1,000.

The Board of Directors is not aware of any matters to be brought before
the Meeting other than those set forth in this Proxy Statement. If any
further business is properly presented at the Meeting, the persons named in
the proxies will vote all shares represented according to their best
judgment.

By order of the Board of Directors

s/Peter B. Webster

Clerk

<PAGE>
PROXY CARD-----(FRONT)-------

HANNAFORD BROS. CO.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints James L. Moody, Jr., Hugh G. Farrington and
Norman E. Brackett, or any one of them, proxies with full power of
substitution, to represent and vote all the shares of Common Stock of
Hannaford Bros. Co. held by the undersigned, at the Annual Meeting of
Shareholders to be held May 24, 1995, or any adjournment thereof.

1. TO ELECT FOUR CLASS II DIRECTORS
FOR all nominees listed below (except as marked to the contrary below)
WITHHOLD AUTHORITY to vote for all nominees listed below
(INSTRUCTION: To withhold authority to vote for any individual nomi-
nee strike a line through the nominee's name below)
Hugh G. Farrington, Walter J. Salmon, David F. Sobey or
Robert L. Strickland

2. TO RATIFY THE APPOINTMENT OF AUDITORS FOR AGAINST ABSTAIN

3. TO APPROVE THE PROPOSED STOCK OWNERSHIP FOR AGAINST ABSTAIN
PLAN FOR OUTSIDE DIRECTORS

4. TO APPROVE CERTAIN AMENDMENTS FOR AGAINST ABSTAIN
TO THE 1988 STOCK PLAN

5. TO APPROVE AN AMENDMENT TO THE FOR AGAINST ABSTAIN
EMPLOYEE STOCK PURCHASE PLAN

6. In their discretion, upon such other matters
as may properly come before the meeting.

(To be signed on other side)

<PAGE>
--------(BACK)---------

THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED IN THE MANNER DIRECTED
HEREBY BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR"
PROPOSALS 1, 2, 3, 4 and 5.

The undersigned hereby revokes
any proxy previously given and
acknowledges receipt of the Notice
of, and Proxy Statement for, the
aforesaid meeting and a copy of the
1994 Annual Report.

Dated 1995

Signature(s)

Executors, administrators, trustees,
partners, guardians, attorneys and
corporate officers should add their
titles as such.

PLEASE MARK, SIGN AS YOUR NAME
APPEARS ABOVE, DATE AND RETURN THE
PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE

<PAGE>
Exhibit A

HANNAFORD BROS. CO.
STOCK OWNERSHIP PLAN FOR OUTSIDE DIRECTORS

1. Purpose. The purpose of this Plan is to align more closely the
interests of the non-employee directors ("Outside Directors") of Hannaford
Bros. Co. ("Company") with the interests of the Company's shareholders.
The Plan provides Outside Directors with (a) the opportunity to receive
their annual retainers in the form of stock options and (b) the
opportunity to defer their retainers (and other fees) and have the
deferred amounts treated as invested in, and payable in the form of,
Hannaford common stock. The Plan also incorporates the current Retirement
Plan for Outside Directors, which generally provides an Outside Director
with deferred compensation, based on the performance of the Company's
common stock, at age seventy (70).

2. Definitions. As used in this Plan, the following words and
phrases wherever capitalized shall have the following meanings unless the
context clearly indicates that a different meaning is intended:

(a) "Act" shall mean the Securities Exchange Act of 1934.

(b) "Annual Retainer" shall mean the cash retainer for any
calendar year payable to an Outside Director for service on the Board and
shall not include meeting fees, committee chairperson retainers or
consulting fees.

(d) "Committee" shall mean the committee appointed pursuant to
Section 7 to administer the Plan.

(e) "Common Stock" shall mean common stock, par value seventy-
five cents ($0.75) per share, of the Company.

(f) "Company" shall mean Hannaford Bros. Co.

(g) "Deferral Account" shall mean the account established
pursuant to Section 5(b).

(h) "Director" or "Outside Director" shall mean a non-employee
director of the Company.

(i) "Disability" shall mean a Director's inability to serve on
the Board by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or
can be expected to last for a continuous period of not less than twelve
(12) months. A Director shall not be considered disabled unless he or she
furnishes proof of the existence of such Disability in such form and
manner, and at such times, as the Committee may require.

(j) "Effective Date" shall mean January 1, 1996.

<PAGE>
(k) "Fair Market Value" shall mean, with respect to Common
Stock, the closing price as reported on the New York Stock Exchange.

(l) "Fees" shall mean the cash retainer, meeting fees,
committee chairperson retainer and consulting fees payable to an Outside
Director for service on the Board.

(m) "Fiscal Year" shall mean the fiscal year of the Company.

(n) "Option" shall mean a right granted under the Plan to
purchase Shares.

(o) "Performance Share" shall mean a unit of value equal to the
Fair Market Value of a share of Common Stock.

(p) "Performance Share Deferral Account" shall mean the account
established pursuant to Section 6(e).

(q) "Performance Period" shall mean the period described in
Section 6(d).

(r) "Plan" shall mean the Hannaford Bros. Co. Stock Ownership
Plan for Outside Directors.

(s) "Share" shall mean a share of Common Stock, as adjusted in
accordance with Section 3(b).

3. Stock Subject to the Plan.

(a) Limitation. Subject to the provisions of subsection (b),
the maximum number of Shares available for grant under the Plan shall be
Two Hundred Thousand (200,000) Shares. In the event that any Option
granted under the Plan expires or terminates without the issuance of
Shares or payment of other consideration in lieu of such Shares, the
unissued Shares subject to such Option shall, unless the Plan has been
terminated, become available for issuance under the Plan.

In the event that a Director transfers stock issued by the
Company in full or partial payment of the option price of an Option
granted under the Plan, only the difference between (i) the number of
Shares issued upon exercise of the Option and (ii) the number of Shares
transferred in payment of the option price shall be counted for purposes
of the foregoing limitation on the maximum number of Shares available for
grant under the Plan.

(b) Adjustments. If the number of Shares outstanding changes
as a result of a stock split or stock dividend, the Committee shall
proportionately adjust the maximum number of Shares available for grant
and the Option price with respect to Shares subject to Options. In the
event of a merger or consolidation in which the Company is the surviving
corporation, or the acquisition by the Company of property or stock of

<PAGE>
another corporation, or any reorganization, the Committee shall
appropriately adjust the number and class of Shares available for grant
and the Option price of Shares subject to Options.

Except as otherwise provided herein, a merger or consolidation
in which the Company is not the surviving corporation shall terminate all
Options, provided that each Director shall have the right to exercise,
immediately prior to the effective date of such merger or consolidation,
any outstanding Options, but only to the extent that such Options are then
exercisable.

Any Shares issued hereunder may consist, in whole or in part, of
authorized and unissued Shares or treasury Shares, and shall be fully paid
and non-assessable.

4. Annual Retainer Election. Each Outside Director may elect to
receive his or her Annual Retainer in the form of Options in lieu of cash.
An election shall apply to the full amount of the Annual Retainer and
shall be made in writing, on such form and in such manner as the Committee
may prescribe, before January 1 of the calendar year to which the election
relates.

(a) Eligibility Requirement. Only Outside Directors as of
January 1 of a calendar year shall be eligible to make an election
pursuant to this Section 4.

(b) Service Requirement. An election by a Director whose
service on the Board terminates prior to December 31 of the year to which
the election relates shall be void. Such Director shall receive the
portion of his or her Annual Retainer earned as of the date of termination
in cash.

(c) Options. As of the first trading day of each calendar
year, the Company shall grant to each Director who has made an election in
accordance with this Section 4 an Option to purchase the number of Shares
determined by dividing x by y, where --

x is the amount of the Annual Retainer multiplied
by three (3); and

y is the Fair Market Value of a Share on such
trading day.

Each Option shall be evidenced by a written instrument ("Option
Agreement"), specifying the number of Shares subject to the Option, the
Option price and such other terms, conditions and restrictions not
consistent with the Plan as the Committee shall determine.

(i) Term of Option. The term of each Option shall be ten
(10) years from the date of grant.

(ii) Option Price. The Option price for Shares to be
issued under any Option shall be one hundred percent (100%) of the Fair
Market Value of such Shares on the date the Option is granted.

<PAGE>
(iii) Nontransferability of Options. Options may not be
sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner, other than by will or by the laws of descent and distribution, and
may be exercised during the lifetime of the Director only by such
Director. Notwithstanding the preceding sentence to the contrary, the
Committee may permit the transfer of Options to family members or family
trusts (and exercise by the transferee) to the extent Rule 16b 3 under the
Act permits such transfers.

(iv) Manner of Exercise. An Option granted under the Plan
shall be exercisable at such times and under such circumstances as shall
be permissible under the terms of the Plan and of the Option Agreement.
An Option shall be deemed to be exercised when the holder gives notice of
such exercise to the Company in accordance with the terms of the Option
Agreement and the Company receives full payment for the Shares with
respect to which the Option is exercised. Payment shall be made by check
payable to the Company, delivery of Shares issued by the Company or a
combination thereof, subject to the terms of the Option Agreement. Shares
transferred to the Company in full or partial payment for Option Shares
shall be valued at Fair Market Value on the date such transfer is recorded
upon the books of the Company, following delivery of such Shares to the
Company in a form suitable for transfer.

(v) Change in Control. Upon the occurrence of a Change in
Control Event, all then outstanding Options not previously exercisable
shall immediately become fully exercisable. For purposes of this Section,
each of the following events shall constitute a Change in Control Event:

(A) Any person acquires beneficial ownership of
securities of the Company and is or thereby becomes a beneficial owner of
securities entitling such person to exercise twenty-seven percent (27%) or
more of the combined voting power of the Company's then outstanding stock.

For purposes of the Plan, "beneficial ownership"
shall be determined in accordance with Regulation 13D under the Act, or any
similar successor regulation or rule; and the term "person" shall include
any natural person, corporation, partnership, trust or association, or any
group or combination thereof, whose ownership of securities of the Company
would be required to be reported under such Regulation 13D, or any similar
successor regulation or rule.

(B) Within any twenty-five (25) month period,
individuals who were Outside Directors at the beginning of such period,
together with any other Outside Directors first elected as directors of
the Company pursuant to nominations approved or ratified by at least two-
thirds (2/3) of the Outside Directors in office immediately prior to such
respective elections, cease to constitute a majority of the Board.

For purposes of this subsection (B), an "Outside
Director" as of a given date shall mean a member of the Board who has been
a director of the Company throughout the six (6) months prior to such date
and who has not been an employee of the Company at any time during such
six (6) month period.

<PAGE>
(C) The Company ceases to be a reporting company
pursuant to Section 13(a) of the Act or any similar successor provision.

(D) The Company's shareholders approve:

(1) any consolidation or merger of the Com-
pany in which the Company is not the continuing or surviving corporation or
pursuant to which shares of Common Stock would be converted into cash,
securities or other property, other than a merger or consolidation of the
Company in which the holders of Common Stock immediately prior to the
merger or consolidation have substantially the same proportionate
ownership and voting control of the surviving corporation immediately
after the merger or consolidation; or

(2) any sale, lease, exchange, liquidation or
other transfer (in one transaction or a series of transactions) of all or
substantially all of the assets of the Company.

Notwithstanding subparagraphs (1) and (2) above, the
term "Change in Control Event" shall not include a consolidation, merger,
or other reorganization if upon consummation of such transaction all of
the outstanding voting stock of the Company is owned, directly or
indirectly, by a holding company, and the holders of Common Stock
immediately prior to the transaction have substantially the same
proportionate ownership and voting control of the holding company.

5. Deferred Fees. Each Outside Director may elect to defer all or
any portion of his or her Fees in accordance with the terms of this
Section 5.

(a) Election. An election to defer Fees may be made at any
time, but not more frequently than once each calendar year, and shall be
effective only with respect to Fees payable for services to be performed
after the date of the election. Such election shall be made by executing
and delivering a deferred compensation agreement to the Committee. The
Director shall designate in the deferred compensation agreement whether
the Fees deferred are to be treated, solely for purposes of valuing the
amounts deferred, as invested in five-year U.S. Treasury notes or Common
Stock. Fees deemed invested in Treasury notes shall be payable in cash,
and Fees deemed invested in Common Stock shall be payable in Shares.

A deferral election may not be modified. A Director may
terminate a deferral election at any time by delivering a written notice
of termination to the Committee. Such notice shall specify the effective
date, and deferrals shall cease as soon as practicable thereafter. A
termination shall not be effective with regard to amounts previously
deferred.

(b) Deferral Account. The Company shall establish an account
for each Director who defers Fees under the Plan and, if the Director has
designated U.S. Treasury notes as the deemed investment for the amounts
deferred, shall adjust the account as follows:

<PAGE>
(i) At the end of each calendar month in which Fees
deferred would otherwise be payable, credit the account with the amount
deferred for such month; and

(ii) As of the first day of each such month:

(A) Debit the account by the amount, if any, paid
to the Director or his or her beneficiary during the preceding calendar month
in accordance with the terms hereof; and

(B) Credit the account with interest on the balance
as of the first day of the preceding month, at the rate paid on five-year
U.S. Treasury notes on the first day of the calendar year in which the
interest is to credited, or at such other rate as is prescribed in the
deferred compensation agreement.

If a Director has designated Common Stock as the deemed
investment for the Fees deferred, at the end of each calendar month for
which such Fees would otherwise be payable, the Company shall credit the
account with the number of Shares that could have been purchased with the
amounts deferred, at the Fair Market Value of a Share on the day (or days)
the Fees would have been paid in the absence of a deferral election.
Thereafter the Company shall credit such account with any dividends
declared on the Shares credited to the account and appropriately adjust
the number of Shares to reflect any stock split or stock dividend. As of
the first day of each calendar month, the Company shall debit an account
deemed invested in Common Stock as provided in subsection (ii)(A) above.

The Committee shall provide each Director with an account
statement at least annually.

(c) Distribution to Director. The amount credited to the
Deferral Account of a Director whose Fees are deemed invested in U.S.
Treasury notes shall be paid to him or her in a lump sum, substantially
equal consecutive monthly installments over a period not to exceed ten
(10) years, or in such other form as the Committee may permit. Each such
Director shall elect the manner and time of payment in the first deferred
compensation agreement he or she executes, and such election shall apply
to any subsequent deferred compensation agreement the Director executes.

The Company shall pay the amount credited to the Deferral
Account of a Director whose Fees are deemed invested in Common Stock by
(i) crediting his or her account under the Company's dividend reinvestment
plan with the number of Shares credited to the Deferral Account, and (ii)
issuing a check representing the aggregate amount of dividends credited to
the Deferral Account. If a Director does not participate in the dividend
reinvestment plan, the Company shall issue a stock certificate to the
Director evidencing the Shares. Such certificate may bear a legend
specifying any applicable legal restrictions on the transferability of the
Shares.

Except as provided in Section 8(f), payment shall not be made or
commence before the first day of the calendar month following the date the

<PAGE>
Director ceases to serve on the Board, unless otherwise provided in the
deferred compensation agreement.

(d) Distribution to Beneficiary. Except as provided in Section
8(f), the amount credited to the Deferral Account of a Director, at the
time of his or her death, whose Fees are deemed invested in U.S. Treasury
notes shall be paid to his or her designated beneficiary in a lump sum,
substantially equal consecutive monthly installments over a period not to
exceed ten (10) years, or in such other form as is permitted by the
Committee. If payment commenced in accordance with Section 5(c) prior to
the Director's death, payment shall continue in accordance with the form
of payment then in effect. If payment had not commenced in accordance
with Section 5(c), payment shall be made or commence as soon as
practicable following the date of death. Each such Director shall elect
the manner in which payment shall be made to his or her designated
beneficiary in the first deferred compensation agreement he or she
executes. Such election shall apply to all subsequent deferred
compensation agreements executed by the Director unless modified in a
subsequent agreement.

The Company shall pay the amount credited to the Deferral
Account of a Director whose Fees are deemed invested in Common Stock by
issuing his or her designated beneficiary as soon as practicable following
the date of death (i) a stock certificate registered in the beneficiary's
name and representing the number of Shares credited to the account, and
(ii) a check representing the aggregate amount of dividends credited to
the account.

6. Performance Shares.

(a) Grant. As of the first day of each Fiscal Year, the
Company shall grant each Director that number of Performance Shares
(rounded up to the nearest multiple of 100) having an "expected value"
equal to the amount of the Annual Retainer for a nonconsulting director
for such Fiscal Year. The "expected value" of a Performance Share shall
be equal to x less y, discounted to present value for the number of years
in the Performance Period by z, where --

x is the Fair Market Value of a share of Common Stock
as of the date a Performance Share is granted, compounded annually for the
number of years in the Performance Period at the rate of twelve percent
(12%) per annum;

y is the Fair Market Value of a share of Common Stock
as of the date a Performance Share is granted; and

z is eight and one-half percent (8.5%).

(b) Prior Service Grant. For the Fiscal Year beginning
December 30, 1990 ("1991 Fiscal Year"), in addition to the Performance
Shares granted under subsection (a) of this section, the Company shall
grant each Director the number of additional Performance Shares determined
by multiplying the number of Performance Shares granted under subsection
(a) of this section by the appropriate multiple from the following table:

<PAGE>
Multiple of Normal Annual Grant of Performance
Shares for Short Performance Periods
Beginning in the 1991 Fiscal Year
Years of Service
on the Board One Year Two Year Three Year Four Year
as of May 31, 1991 Period Period Period Period

Less than 5 0.2 0.4 0.6 0.8
5 but less than 10 0.4 0.55 0.7 0.85
10 but less than 15 0.6 0.7 0.8 0.9
15 but less than 20 0.8 0.85 0.9 0.95
20 or more 1.0 1.0 1.0 1.0

(c) Records. The Company shall appropriately record each grant
of Performance Shares on its books and furnish each Director with a
written notice reflecting the number of Performance Shares granted and
such other terms and conditions consistent with the Plan as the Committee
shall determine. If during any Performance Period the number of Shares
outstanding changes as a result of a stock split or stock dividend, the
Committee shall appropriately adjust the number of Performance Shares
granted.

(d) Performance Period. Except as hereinafter provided, a
Performance Period shall be the five (5) consecutive Fiscal Years
commencing on the date Performance Shares are granted, and a new
Performance Period shall begin on the first day of each Fiscal Year. For
the 1991 Fiscal Year, five (5) Performance Periods shall begin
concurrently, one ending with such Fiscal Year, one ending after two (2)
consecutive Fiscal Years, one ending after three (3) consecutive Fiscal
Years, one ending after four (4) consecutive Fiscal Years, and one ending
after five (5) consecutive Fiscal Years.

A Performance Period shall not be curtailed by the retirement
after attaining age seventy (70), Disability or death of a Director. In
the event a Director resigns from the Board prior to attaining age seventy
(70), all Performance Periods in effect on the date of such resignation
shall end with the Fiscal Year in which such resignation occurs.

(e) Performance Share Deferral Account. The Company shall
establish and maintain an account on behalf of each Director. Subject to
the provisions of Section 6(c), at the end of each Performance Period, the
Company shall credit to such account an amount equal to x less y,
multiplied by z, where --

x is the Fair Market Value of a Share as of the date a
Performance Period ends;

y is the Fair Market Value of a Share as of the date
such Performance Period begins; and

z is the number of Performance Shares granted at the
commencement of such Performance Period.

<PAGE>
The Committee shall provide each Director with an account statement
at least annually.

(f) Investment of Account. Solely for purposes of valuing a
Director's Performance Share Deferral Account, such account shall be
treated as invested in Common Stock and shall be credited with any
dividends declared thereon until distribution of such account is made or
commences. If distribution of a Director's Performance Share Deferral
Account is not made in a lump sum, solely for purposes of valuing such
account after distribution commences, such account shall be credited with
interest at the rate paid on five-year U.S. Treasury notes on the first
day of the calendar year in which the interest is to be credited or at
such other rate as is prescribed by the Committee.

(g) Distribution to Director. The amount credited to a
Director's Performance Share Deferral Account shall be paid to him or her
in a lump sum, substantially equal consecutive monthly installments over a
period not to exceed ten (10) years, or in such other form as the
Committee may permit. Each Director shall, prior to resigning from the
Board, specify on such written form as the Committee may prescribe, the
manner in which and the time distribution is to be made or commence to him
or her. Except as provided in Section 8(f), distribution with respect to
a Director shall not be made or commence before the later of the
Director's resignation from the Board or attainment of age seventy (70).

(h) Distribution to Beneficiary. Except as provided in Section
8(f), the amount credited to a Director's Performance Share Deferral
Account at the time of his or her death (and any amounts credited
thereafter) shall be paid to his or her designated beneficiary in a lump
sum, substantially equal consecutive monthly installments over a period
not to exceed ten (10) years, or in such other form as is permitted by the
Committee. If payment commenced in accordance with Section 6(g) prior to
the Director's death, payment shall continue in accordance with the form
of payment then in effect. If payment had not commenced in accordance
with Section 6(g), payment shall be made or commence as soon as
practicable following the date of death. A Director shall specify on such
form as the Committee may prescribe the manner in which distribution shall
be made to his or her designated beneficiary. In the absence of such
specification, distribution shall be made to his or her designated
beneficiary in such manner as the Committee shall determine.

(i) Nontransferability. Performance Shares may not be sold,
transferred or otherwise disposed of and may not be pledged, hypothecated
or otherwise encumbered, except by will or the laws of descent and
distribution.

7. Administration. The Plan shall be administered by a Committee,
appointed by the Human Resources Committee of the Board, of at least three
(3) persons who are not current or former members of the Board. A
majority of the Committee shall constitute a quorum, and an action of the
majority present at any meeting shall be deemed the action of the
Committee. Further, any action of the Committee may be taken without a
meeting if all members of the Committee sign written consents setting
forth the action
<PAGE>
taken or to be taken, at any time before or after the intended effective
date of such action. Any member of the Committee may participate in a
meeting of the Committee by means of a conference telephone or similar
communications equipment enabling all persons participating in the meeting
to hear each other. The Committee may authorize any member thereof to
execute all instruments required in the administration of the Plan, and
such instruments may be executed by facsimile signature.

The Committee may delegate to any member or members of the Committee
or to any employee or employees of the Company the authority to perform
any ministerial act in connection with the administration of the Plan.

The Committee shall have the complete authority to control and manage
the operation and administration of the Plan and the discretion to
construe Plan provisions. Subject to the provisions of the Plan, the
Committee may from time to time establish rules for the administration and
interpretation of the Plan. The final determination of the Committee as
to any disputed questions shall be conclusive. All decisions and
interpretations of the Committee in administering the Plan shall be made
in a uniform and nondiscriminatory manner.

The Company shall indemnify and hold harmless each member of the
Committee against all expenses and liabilities arising out of his or her
acts or omissions with respect to the Plan, provided such member would be
entitled to indemnification pursuant to the bylaws of the Company.

8. Miscellaneous.

(a) Continued Service as a Director. The Plan shall not limit
or otherwise affect the right of the Board or the Company's shareholders
to terminate the service of a Director.

(b) Unsecured Creditor Status. The Plan shall not be construed
to create or require the Company to create a trust of any kind to fund the
amounts payable hereunder. To the extent a Director or other person
acquires a right to receive payments from the Company in accordance with
the Plan, such right shall be no greater than the right of any unsecured
general creditor of the Company.

(c) Assignment. The right of any Director or any beneficiary
to payments under the Plan shall not be subject to alienation, assignment,
garnishment, attachment, execution or levy of any kind, and any attempt to
cause such amounts to be so subjected shall not be recognized by the
Company.

(d) Shareholder Rights. Until the date of issuance of Shares,
as recorded on the books of the Company, a Director shall have no
shareholder rights with respect to Options granted or Fees deferred
hereunder.

(e) Designation of Beneficiary. Each Director may from time to
time, by completing and signing a form furnished by the Committee,
designate any person or persons (who may be designated concurrently,

<PAGE>
contingently or successively), the Director's estate or any trust or
trusts created by the Director to receive amounts which are payable under
this Plan to the Director's designated beneficiary or beneficiaries. Each
beneficiary designation shall revoke all prior designations and shall be
effective only when filed in writing with the Committee. If a Director
fails to designate a beneficiary or if a beneficiary dies before the date
of such Director's death and no contingent beneficiary has been
designated, then the amounts payable hereunder shall be paid to his or her
estate. If payment of benefits to a beneficiary commences and such
beneficiary dies before all amounts to which such beneficiary is entitled
have been paid, the remaining benefits shall be paid to the successive
beneficiary or beneficiaries, if any, designated by the Director,
otherwise to the beneficiary's estate.

(f) Acceleration by Committee. In the event a Director suffers
a financial hardship caused by accident, illness or other event beyond his
or her control, the Committee may, in its discretion, accelerate payment
of the amounts credited to the Director's Deferral Account, if any, and
Performance Share Deferral Account to the extent reasonably necessary to
eliminate such hardship. In addition, if following the death of a
Director, his or her beneficiary or beneficiaries suffers a financial
hardship caused by accident, illness or other event beyond the control of
such beneficiary or beneficiaries, the Committee may, in its discretion,
accelerate payment of the amounts credited to the Director's Deferral
Account, if any, and Performance Share Deferral Account to which such
beneficiary or beneficiaries are entitled to the extent reasonably
necessary to eliminate such hardship.

(g) Amendment and Termination. The Board reserves the right
to amend the Plan or terminate the Plan at any time. To the extent
required by Rule 16b-3 under the Act, (i) no amendment shall be effective
without shareholder approval, and (ii) the Plan may not be amended more
than once every six (6) months (other than to comport with changes in the
Internal Revenue Code or the rules thereunder). No amendment or
termination shall adversely affect the rights of any Director or
beneficiary, without such person's prior written consent, with respect to
Options and Performance Shares granted, and Fees deferred, prior to such
amendment or termination. Options and Performance Shares granted prior to
an amendment or termination of the Plan shall remain in full force and
effect, and Fees deferred shall remain deferred, as if the Plan had not
been amended or terminated.

(h) Term of Plan. The Plan shall terminate on January 1, 2006,
unless terminated earlier by the Board.

(i) Governing Law. This Plan shall be governed by and
construed in accordance with the laws of the State of Maine.

<PAGE>
Exhibit B
HANNAFORD BROS. CO.
1988 STOCK PLAN

The Hannaford Bros. Co. 1988 Stock Plan, as adopted by the Board of
Directors on February 4, 1988, approved by shareholders on May 25, 1988,
and amended on five occasions thereafter, is hereby amended and restated
effective February 6, 1995, subject to shareholder approval.

1. PURPOSE. The purpose of this Plan is to provide certain key
employees of Hannaford Bros. Co. and its Subsidiaries with additional
incentives to contribute to the success of the Corporation and to attract,
reward and retain key employees of outstanding ability.

2. DEFINITIONS. As used in this Plan, the following words and
phrases wherever capitalized shall have the following meanings unless the
context clearly indicates that a different meaning is intended:

(a) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock or Stock Unit granted pursuant to the Plan.

(b) "Award Agreement" shall mean a written instrument that
specifies the terms, conditions and restrictions of an Award and
incorporates the applicable provisions of the Plan and such
additional provisions not inconsistent therewith as the Committee
shall determine.

(d) "Code" shall mean the Internal Revenue Code of 1986, as
from time to time amended.

(e) "Committee" shall mean the committee appointed pursuant to
Section 3 which shall have the authority to control and manage the
administration of the Plan.

(f) "Common Stock" shall mean common stock, par value, $.75
per share, of the Corporation.

(g) "Corporation" shall mean Hannaford Bros. Co.

(h) "Disability" shall mean an Employee's inability to engage
in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months. An Employee
shall not be considered disabled unless he or she furnishes proof of
the existence of such Disability in such form and manner, and at such
times, as the Committee may require.

<PAGE>
(i) "Employee" shall mean any person who is employed by the
Corporation or any Subsidiary and who is (i) an officer of the
Corporation or of any Subsidiary, (ii) responsible for the general
management of a division or department of the Corporation, a
Subsidiary, or a major portion of the consolidated operations of the
Corporation, or (iii) any other key employee of the Corporation or
any subsidiary.

(j) "Fair Market Value" shall mean, with respect to Shares,
the closing price of such Shares as reported on the New York Stock
Exchange, and with respect to other property, the market value of
such property as determined by the Committee; provided, however, that
the Fair Market Value of the Shares to be issued under any Incentive
Stock Option shall be determined by the Committee in accordance with
the applicable requirements of subsections 422(b)(4) and (c)(7) of
the Code and the regulations issued thereunder.

(k) "Incentive Stock Option" shall mean an option granted to an
individual for any reason connected with his or her employment by a
corporation, if granted by the employer corporation or its parent or
subsidiary corporation, to purchase stock of any of such
corporations, but only if such option meets the requirements of
Section 422 of the Code.

(l) "Nonqualified Stock Option" shall mean an Option granted
under the Plan that is not an Incentive Stock Option.

(m) "Option" shall mean a right granted under the Plan to
purchase Shares.

(n) "Optionee" shall mean an Employee who is granted an Option.

(o) "Parent" shall mean, for purposes of the Incentive Stock
Option provisions of the Plan, a parent corporation within the
meaning of subsections 424(e) and (g) of the Code.

(p) "Plan" shall mean the Hannaford Bros. Co. 1988 Stock Plan.

(q) "Restricted Stock" shall mean any Share granted pursuant to
Section 9.

(r) "Share" shall mean a share of Common Stock of the
Corporation, as adjusted in accordance with subsection 4.

(s) "Stock Appreciation Right" shall mean a right granted under
Section 8 to receive a payment, the amount of which shall be
determined by reference to the value of a Share.

(t) "Stock Unit" shall mean a right granted under Section 10 to
receive a Share or a cash amount equal to the Fair Market Value of a
Share.

<PAGE>
(u) "Subsidiary" shall mean, for purposes of the Incentive
Stock Option provisions of the Plan, a subsidiary corporation within
the meaning of subsections 424(f) and (g) of the Code, and for all
other purposes of the Plan, a corporation of which Hannaford Bros.
Co. owns directly or indirectly at least fifty percent (50%) of the
total combined voting power of all classes of stock entitled to vote.

3. ADMINISTRATION.

(a) COMMITTEE MEMBERS. The Plan shall be administered by the
members of the Human Resources Committee of the Board who are not
employees of the Corporation or any Subsidiary. A majority of the
members of the Committee shall constitute a quorum and the action of
a majority of the members present at any meeting at which a quorum is
present shall be deemed the action of the Committee. Any member may
participate in a meeting of the Committee by means of a conference
telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Further,
any action of the Committee may be taken without a meeting if all of
the members of the Committee sign written consents, setting forth the
action taken or to be taken, at any time before or after the intended
effective date of such action.

(b) POWERS. The Committee shall have the authority to
administer the Plan, including the following powers which shall be
exercised in accordance with the terms of the Plan:

(i) to determine the Employees to whom Awards
shall be granted;

(ii) to determine the time or times at which
Awards shall be granted;

(iii) to determine the type or types of Awards to
be granted;

(iv) to determine the terms, conditions and
restrictions of each Award;

(v) to make adjustments in accordance with
subsection 4(b);

(vi) to prescribe, amend and rescind rules and
regulations relating to the Plan.

(vii) to interpret the Plan and make all other
determinations deemed necessary or advisable for the
administration of the Plan.

(c) SIGNATURES. The Committee may authorize any member
thereof to execute all instruments required in the administration of
the Plan, and such instruments may be executed by facsimile
signature.

<PAGE>
4. STOCK SUBJECT TO THE PLAN.

(a) LIMITATIONS. Subject to the provisions of subsection
(2), the maximum number of Shares available for grant under the Plan
in each calendar year shall be one and one-quarter percent (1.25%)
of the total outstanding Shares as of the first day of such year,
provided that the maximum aggregate number of Shares which may be
issued under the Plan pursuant to Incentive Stock Options shall,
effective February 6, 1995, be equal to the sum of the following:

(i) the Three Hundred Fifty Thousand (350,000)
Shares authorized when the Plan was first approved by share-
holders, as such number was thereafter adjusted in accordance
with this Section 4; and

(ii) one million four hundred thousand (1,400,000)
Shares.

In the event that any Shares subject to an Award are
forfeited, such Shares shall, unless the Plan has been terminated,
become available again for grant and shall not be counted again for
purposes of the foregoing share limitation. In the event that any
Option granted under the Plan expires or terminates without the
issuance of Shares or payment of other consideration in lieu of such
Shares, the unissued Shares subject to such Option shall, unless the
Plan has been terminated, become available for other Awards,
including other Options.

In the event that an Employee transfers stock issued by the
Corporation in full or partial payment of the option price of an
Option granted under the Plan, only the difference between (i) the
number of Shares issued upon exercise of the Option and (ii) the
number of Shares transferred in payment of the option price shall be
counted for purposes of the foregoing limitation on the maximum
number of Shares available for grant under the Plan.
Notwithstanding the foregoing, the total number of Shares issued
pursuant to the exercise of an Incentive Stock Option shall be
counted for purposes of the foregoing special limitation on Shares
issued pursuant to Incentive Stock Options.

(b) ADJUSTMENTS. If the number of Shares outstanding
changes as a result of a stock split or stock dividend, the
Committee shall proportionately adjust: (i) the maximum number of
Shares available for grant and the maximum aggregate number of
shares which may be issued under Incentive Stock Options; (ii) the
number of Shares to be issued under Awards; (iii) the option price
with respect to Shares subject to Options; and (iv) the grant price
with respect to Stock Appreciation Rights.

In the event of a merger or consolidation in which the
Corporation is the surviving corporation, or the acquisition by the
Corporation of property or stock of another corporation, or any

<PAGE>
reorganization, the Committee shall appropriately adjust: (i) the
number and class of Shares to be issued under Awards; (ii) the
option price of Shares subject to Options; and the grant price with
respect to Stock Appreciation Rights. Any adjustments under this
subsection (b) affecting Incentive Stock Options shall be made so as
to comply with the applicable provisions of Sections 422 and 424 of
the Code.

Except as otherwise provided herein, a merger or consolidation
in which the Corporation is not the surviving corporation shall
terminate all Awards, provided that each Employee shall have the
right to exercise outstanding Options and Stock Appreciation Rights
immediately prior to the effective date of such merger or
consolidation, but only to the extent that such Options and such
rights are then exercisable, and further provided that Shares of
Restricted Stock and Stock Units that have vested prior to or
coincident with such merger or consolidation shall be unaffected by
the termination of such Award.

Any Shares issued hereunder may consist, in whole or in part,
of authorized and unissued Shares or treasury Shares.

5. ELIGIBILITY.

The Committee may, from time to time, designate Employees to whom
Options, Stock Appreciation Rights, Shares of Restricted Stock or Stock
Units may be granted in accordance with the terms of the Plan.

6. GRANTING OF AWARDS.

The Committee may grant more than one Award and more than one type
of Award to any Employee; provided that no Incentive Stock Option shall be
granted to any Employee who, at the time the Option is granted, owns stock
possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Corporation or a Parent or any Subsidiary.
For purposes of applying the percentage limitation of the preceding
sentence, the ownership principles of subsection 424(d) of the Code shall
apply. An Employee who has been granted an Award may, if he or she is
otherwise eligible, be granted additional Awards before (a) in the case of
Options and Stock Appreciation Rights, the exercising of such prior Award,
or (b) in the case of Restricted Stock or Stock Units, the expiration of
the restriction period with respect to such prior Award.

In no event may any Employee be granted Awards of Options, Stock
Appreciation Rights or Stock Units with respect to more than one hundred
eighty thousand (180,000) Shares during the remaining term of the Plan,
subject to adjustment as provided in Section 4. The Committee may
condition the grant of an Award and the exercise of an Option or Stock
Appreciation Right on the attainment of performance goals. Performance
goals may be expressed in terms of earnings per Share, stock price, total
shareholder return, return on equity, or any similar quantifiable
measures.

<PAGE>
7. OPTIONS.

(a) OPTION AGREEMENT. Each Option granted by the Committee
shall be evidenced by an Award Agreement ("Option Agreement"),
specifying the Option price, the number of Shares subject to the
Option and such other terms, conditions and restrictions as the
Committee shall determine. In addition, each Option shall be
clearly identified as either an Incentive Stock Option or a
Nonqualified Stock Option.

(b) TERM OF OPTION. The term of each Option shall be set
forth in the Option Agreement, but in no event shall an Incentive
Stock Option be exercisable after the expiration of ten (10) years
from the date such Option is granted.

(c) OPTION PRICE. The option price for Shares to be issued
under any Option shall not be less than one hundred percent (100%)
of the Fair Market Value of such Shares on the date the Option is
granted.

(d) NONTRANSFERABILITY OF OPTIONS. Options may not be sold,
pledged, assigned, hypothecated, transferred or disposed of in any
manner, other than by will or by the laws of descent and
distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Notwithstanding the preceding
sentence to the contrary, the Committee may permit the transfer of
Nonqualified Stock Options to family members or family trusts (and
exercise by the transferee) to the extent Rule 16b-3 under the
Securities Exchange Act of 1934 permits such transfers.

(e) MANNER OF EXERCISE. An Option granted under the Plan
shall be exercisable at such times and under such circumstances as
shall be permissible under the terms of the Plan and of the Option
Agreement. An Option shall be deemed to be exercised when the
Optionee gives written notice of such exercise to the Corporation in
accordance with the terms of the Option Agreement and the
Corporation receives full payment for the Shares with respect to
which the Option is exercised. Payment shall be made by check
payable to the Corporation, delivery of stock issued by the
Corporation or a combination thereof, subject to the terms of the
Option Agreement.

Stock transferred to the Corporation in full or partial
payment for Shares shall be valued at Fair Market Value on the date
that such transfer is recorded upon the books of the Corporation,
following delivery of such stock to the Corporation in a form
suitable for transfer.

(f) TERMINATION OF EMPLOYMENT. In the event an Optionee
ceases to be employed by the Corporation or any Subsidiary, and is
no longer employed by any of them, for any reason other than death
or Disability, such Optionee may exercise an Option at any time
prior to the expiration date of such Option (or, in the case of an

<PAGE>
Incentive Stock Option, within three (3) months after the date the
Optionee's employment ceases, whichever is earlier), but only to the
extent the Optionee had the right to exercise such Option at the
date his or her employment ceased.

(g) DISABLED OPTIONEE. In the event an Optionee who is
disabled ceases to be employed by the Corporation or any Subsidiary
by reason of such Disability, and is no longer employed by any of
them, such Optionee may exercise an Option at any time prior to the
expiration date of such Option (or, in the case of an Incentive
Stock Option, within one (1) year after the date such Optionee's
employment ceases, whichever is earlier), but only to the extent
the Optionee had the right to exercise such Option at the date his
or her employment ceased.

(h) DEATH OF OPTIONEE. In the event an Optionee dies
while in the employ of the Corporation or any Subsidiary, then to the
extent that the Optionee would have been entitled to exercise an
Option immediately prior to his or her death, such Option may be
exercised by the estate of such Optionee or by such person or
persons to whom such Optionee's rights pass by will or by the laws
of descent and distribution at any time prior to the expiration date
of such Option or within one (1) year after the death of the
Optionee, whichever is earlier.

8. STOCK APPRECIATION RIGHTS.

(a) SAR AGREEMENT. Any Stock Appreciation Rights granted
by the Committee shall be evidenced by an Award Agreement ("SAR
Agreement"), specifying the grant price, the number of such rights,
and such other terms, conditions and restrictions as the Committee
shall determine.

(b) AMOUNT OF PAYMENT. An Employee to whom a Stock
Appreciation Right has been granted shall be entitled to receive
payment of an amount equal to the excess of (i) the Fair Market
Value of one (1) Share on the date of exercise of such right over
(ii) the grant price of the right; provided that the Fair Market
Value of one (1) share with respect to a Stock Appreciation Right
that is not related to an Incentive Stock Option may be determined
at any time during a period before the date of exercise as specified
in the SAR Agreement.

(c) GRANT PRICE. The grant price of a Stock Appreciation
Right shall not be less than one hundred percent (100%) of the Fair
Market Value of one (1) Share on the date that the Stock
Appreciation Right is granted.

(d) NONTRANSFERABILITY OF RIGHTS. Stock Appreciation
Rights may not be sold, pledged, assigned, hypothecated, transferred
or disposed of in any manner, other than by will or by the laws of
descent and distribution, and may be exercised during the lifetime
of the Employee only by such Employee.

<PAGE>
(e) MANNER OF EXERCISE. A Stock Appreciation Right granted
under the Plan shall be exercisable at such times and under such
circumstances as shall be permissible under the terms of the Plan
and of the SAR Agreement. A Stock Appreciation Right shall be
deemed exercised when an Employee gives written notice of such
exercise to the Corporation in accordance with the terms of the SAR
Agreement.

(f) FORM OF PAYMENT. Payment with respect to the exercise
of a Stock Appreciation Right may be made in cash, Shares or a
combination thereof, as the Committee shall determine. To the
extent that such payment is made in Shares, the Shares shall be
valued at Fair Market Value on the date of payment.

(g) RELATED OPTIONS. A Stock Appreciation Right may, but
need not, relate to an Option granted under Section 7. A Stock
Appreciation Right related to a Nonqualified Stock Option may be
granted simultaneously with the granting of such Option or at any
time thereafter before the exercise or termination of such Option.
A Stock Appreciation Right related to an Incentive Stock Option
shall be granted at the same time such Option is granted.

A Stock Appreciation Right related to the full number of
Shares subject to an Option shall terminate upon exercise or
termination of the Option to the extent such Option is exercised or
terminated. A Stock Appreciation Right related to less than the
full number of Shares subject to an Option shall not be affected by
the exercise or termination of the Option until such exercise or
termination exceeds the number of Shares not related to the Stock
Appreciation Right; thereafter such right shall terminate to the
extent such Option is further exercised or terminated.

To the extent that a Stock Appreciation Right related to an
Option has been exercised, such Option shall no longer be
exercisable.

9. RESTRICTED STOCK.

(a) RESTRICTED STOCK AGREEMENT. The grant of any Shares of
Restricted Stock by the Committee shall be evidenced by an Award
Agreement ("Restricted Stock Agreement"), specifying restrictions on
the transfer and vesting of such Shares and such other terms,
conditions and restrictions as the Committee shall determine.

(b) RESTRICTIONS. Shares of Restricted Stock may not be
sold, transferred or otherwise disposed of and may not be pledged,
hypothecated or otherwise encumbered, other than by will or by the
laws of descent and distribution, during the applicable restriction
period set forth in the Restricted Stock Agreement. In the event
that an Employee ceases to be employed by the Corporation or any
Subsidiary and is no longer employed by any of them prior to the
last day of a restriction period, the Shares of Restricted Stock
granted to such Employee that are subject to such restriction period
shall be forfeited to the Corporation, unless otherwise provided in
accordance with the provisions of subsection (c).

<PAGE>
(c) RESTRICTION PERIOD. The restriction period applicable
to any Shares of Restricted Stock shall commence on the date such
Shares are granted by the Committee and shall end on such date as
the Committee shall determine; provided that the Committee may, at
any time, reduce or terminate the restriction period in effect with
respect to any outstanding Shares of Restricted Stock.

(d) LAPSE OF RESTRICTIONS. At the expiration of the
restriction period applicable to any Shares of Restricted Stock,
such Shares shall be transferred free of restrictions on transfer
and vesting to the Employee or, in the event of the Employee's
death, to his or her estate or other successor in interest.

(e) DIVIDENDS. Cash dividends payable with respect to
Shares of Restricted Stock shall be paid to an Employee currently.

(f) CERTIFICATES DEPOSITED WITH COMPANY. Each certificate
issued in respect of Shares of Restricted Stock granted to an
Employee shall be registered in the name of the Employee and
deposited with the Corporation, together with a stock power endorsed
in blank by the Employee. Each such certificate shall bear the
following (or a similar) legend:

The transferability of this certificate and the shares of
stock represented hereby are subject to the applicable terms and
conditions (including forfeitures) contained in the 1988 Hannaford
Bros. Co. Stock Plan and an Agreement between the registered owner
and Hannaford Bros. Co. Copies of the Plan and the Agreement are on
file in the office of the Assistant Secretary of Hannaford Bros.
Co., 145 Pleasant Hill Road, Scarborough, Maine 04074.

(g) SHAREHOLDER RIGHTS. Subject to the restrictions set
forth in the Restricted Stock Agreement, an Employee shall have all
of the rights of a shareholder with respect to Shares of Restricted
Stock, including the right to vote such Shares.

10. STOCK UNITS.

(a) STOCK UNIT AGREEMENT. The grant of any Stock Units by
the Committee shall be evidenced by an Award Agreement ("Stock Unit
Agreement"), specifying the number of Stock Units, the payment date,
and such other terms, conditions and restrictions as the Committee
shall determine.

(b) STOCK UNIT AWARD. An Employee to whom a Stock Unit has
been granted shall be entitled to receive on the payment date set
forth in the Stock Unit Agreement a Share or a cash amount equal to
the Fair Market Value of a Share on such date.

<PAGE>
(c) STOCK UNIT ACCOUNT. The Corporation shall establish and
maintain a separate account ("Stock Unit Account") for each Employee
who has received a grant of Stock Units, and such account shall
reflect the number of Stock Units granted to such Employee. At such
times as the Corporation pays a cash dividend upon its Shares, there
shall be credited to an Employee's Stock Unit Account an amount
equal to the cash dividend paid upon one (1) Share for each Stock
Unit credited to such account, unless the applicable Stock Unit
Agreement otherwise provides.

(d) NONTRANSFERABILITY. Stock Units may not be sold, trans-
ferred or otherwise disposed of and may not be pledged, hypothecated
or otherwise encumbered, except by will or the laws of descent and
distribution.

(e) RELATED RESTRICTED STOCK. A grant of Stock Units may,
but need not, relate to a grant of Restricted Stock under Section 9.
Stock Units related to a grant of Restricted Stock shall be subject
to the same restrictions on transferability and vesting as apply to
the Share of Restricted Stock.

(f) FORM OF PAYMENT. A Payment with respect to a Stock
Unit may be made in cash, Shares or a combination thereof, as the
Committee shall determine.

11. CHANGE IN CONTROL. Upon the occurrence of a Change in Control
Event of the Corporation, all then outstanding Options and Stock
Appreciation Rights not previously exercisable shall immediately become
fully exercisable. For purposes of this Section, each of the following
events shall constitute a Change in Control Event:

(a) Any person acquires beneficial ownership of securities
of the Corporation and is or thereby becomes a beneficial owner of
securities entitling such person to exercise twenty-seven percent
(27%) or more of the combined voting power of the Corporation's then
outstanding stock.

For purposes of the Plan, "beneficial ownership" shall be determined
in accordance with Regulation 13D under the Securities Exchange Act
of 1934, or any similar successor regulation or rule; and the term
"person" shall include any natural person, corporation, partnership,
trust or association, or any group or combination thereof, whose
ownership of securities of the Corporation would be required to be
reported under such Regulation 13D, or any similar successor
regulation or rule.

(b) Within any twenty-five (25) month period, individuals
who were Outside Directors at the beginning of such period, together
with any other Outside Directors first elected as directors of the
Corporation pursuant to nominations approved or ratified by at least
two-thirds (2/3) of the Outside Directors in office immediately
prior to such respective elections, cease to constitute a majority
of the Board.

<PAGE>
For purposes of the Plan, an "Outside Director" as of a given date
shall mean a member of the Board who has been a director of the
Corporation throughout the six (6) months prior to such date and who
has not been an employee of the Corporation at any time during such
six (6) month period.

(c) The Corporation ceases to be a reporting company
pursuant to Section 13(a) of the Securities Exchange Act of 1934 or
any similar successor provision.

(d) The Corporation's shareholders approve:

(i) any consolidation or merger of the Corporation in
which the Corporation is not the continuing or surviving
corporation or pursuant to which shares of Common Stock would
be converted into cash, securities or other property, other
than a merger or consolidation of the Corporation in which the
holders of the Common Stock immediately prior to the merger or
consolidation have substantially the same proportionate
ownership and voting control of the surviving corporation
immediately after the merger or consolidation; or

(ii) any sale, lease, exchange, liquidation or other
transfer (in one transaction or a series of transactions) of
all or substantially all of the assets of the Corporation.

Notwithstanding subparagraphs (i) and (ii) above, the term "Change
in Control Event" shall not include a consolidation, merger, or
other reorganization if upon consummation of such transaction all of
the outstanding voting stock of the Corporation is owned, directly
or indirectly, by a holding company, and the holders of Common Stock
immediately prior to the transaction have substantially the same
proportionate ownership and voting control of the holding company.

12. AMENDMENT AND TERMINATION.

(a) AMENDMENT. The Committee, without further approval of
the shareholders of the Corporation, may amend the Plan from time to
time in such respects as the Committee may deem advisable, provided
that no amendment shall become effective prior to ratification by
the Board and approval of the shareholders of the Corporation if
such amendment:

(i) increases the maximum number of shares for
which Awards may be granted; or

(ii) modifies the class of employees eligible to
participate in the Plan.

(b) TERMINATION. The Committee without further approval of
the shareholders of the Corporation, may at anytime terminate the
Plan.

<PAGE>
(c) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment
or termination of the Plan shall not affect Awards already granted
and such Awards shall remain in full force and effect as if the Plan
had not been amended or terminated.

13. EFFECTIVE DATE OF PLAN. The Plan shall be effective upon its
adoption by the Board or its approval by the shareholders of the
Corporation, whichever is later.

14. TERM OF PLAN. No Award shall be granted pursuant to the Plan
after ten (10) years from the earlier of the date the Plan is adopted or
the date the Plan is approved by shareholders. Awards granted prior to
the end of such period may extend beyond such period, except as otherwise
provided herein or in the Award Agreement.

15. MISCELLANEOUS.

(a) AWARD AGREEMENT. Upon executing an Award Agreement,
an Employee shall be bound by such Agreement and by the applicable
provisions of the Plan.

(b) EMPLOYMENT. The granting of an Award to an Employee
shall not give the Employee any right to be retained in the employ
of the Corporation or any Subsidiary.

(c) TAX WITHHOLDING. The Corporation shall be authorized
to withhold from any Award granted, or payment due, under the Plan the
amount of any taxes required by law to be withheld because of such
Award or payment and to take such other action as may be necessary
in the opinion of the Corporation to satisfy all obligations for the
payment of such taxes.

(d) HEADINGS. Paragraph headings are included solely for
convenience and shall in no event affect, or be used in connection
with, the interpretation of the Plan.

<PAGE>
Exhibit C

FIRST AMENDMENT
TO THE
HANNAFORD BROS. CO. EMPLOYEE STOCK PURCHASE PLAN

The Hannaford Bros. Co. Employee Stock Purchase Plan (the "Plan")
was last amended and restated effective October 19, 1994. The Plan is
hereby further amended in the following respects:

1. The terms used in this Amendment shall have the meanings set
forth in the Plan unless the context indicates otherwise.

2. Subsection (a) of Section 5 is hereby amended to read as
follows:

"(a) REQUIREMENT. Each Employee of a corporation, the
Employees of which are offered Options, shall be eligible to
participate in such offering if he or she is employed by such
corporation on the Offering Date. Options shall be granted
only to Employees."

3. Section 13 is hereby amended to read as follows:

"13. AMENDMENT AND TERMINATION.

(a) AMENDMENT. The Committee, without further approval
of the stockholders of the Corporation, may amend the Plan
from time to time in such respects as the Committee may deem
advisable, provided that no amendment shall become effective
prior to ratification by the Board and approval of the
stockholders of the Corporation which:

(i) increases the maximum number of Shares for
which Options may be granted; or

(ii) changes the provisions relating to
Employees eligible to receive Options under the Plan.

(b) TERMINATION. The Committee, without further
approval of the stockholders of the Corporation, may at any
time terminate the Plan."

4. This Amendment shall be effective February 7, 1995.