Exhibit 10.34


                      FIRST AMENDMENT TO THE TRUST
                          UNDER THE HANNAFORD
                NONQUALIFIED DEFERRED COMPENSATION PLANS
                  AND EMPLOYMENT CONTINUITY AGREEMENTS

     This Amendment made this day of , 2000, by and between HANNAFORD BROS. CO.,
a corporation  organized under the laws of the State of Maine  ("Company"),  and
STATE  STREET  BANK AND TRUST  COMPANY,  a  banking  association  organized  and
existing under the laws of the Commonwealth of Massachusetts ("Trustee").

                        W I T N E S S E T H:

     WHEREAS, Company and Trustee have established the Trust under the Hannaford
Nonqualified  Deferred  Compensation Plans and Employment  Continuity Agreements
(the "Trust") to hold assets which, subject to the claims of Company's creditors
in the event of Company's Insolvency,  may be used to fund Company's obligations
under certain  nonqualified  deferred  compensation plans and certain employment
continuity agreements; and

     WHEREAS,  Section 12 of the Trust  provides  that the parties may amend the
Trust; and

     WHEREAS,  the parties desire to amend the Trust to provide for distribution
to the Company,  at the expiration of the 24-month  protection  period under the
employment  continuity  agreements,  of any assets not  required  to satisfy the
Company's obligations under the Nonqualified Deferred Compensation Plans;

     NOW, THEREFORE, the Trust is hereby amended in the following respects:

     1. The terms used herein  shall have the  meanings  set forth in the Trust,
unless the context indicates otherwise;

     2. Subsection (f) of Section 1 is amended to read as follows:

          "(f)  Upon a Change in Control Event, Company shall, as soon as
    possible, but in no event longer than 30 days following the Change in
    Control Event, as defined herein, make an irrevocable contribution to
    the Trust in an amount that is sufficient to pay each Plan participant
    or beneficiary the benefits to which Plan participants or their
    beneficiaries would be entitled pursuant to the terms of the Plans as
    of the date on which the Change in Control Event occurred.

<PAGE>


          An amount is 'sufficient,' within the meaning of the preceding
    sentence if, when added to any cash or other property previously
    contributed to the Trust by the Company, the fair market value of the
    Trust assets as of the date the contribution is made equals or exceeds
    the sum of (1) the present value of all accrued and unpaid benefits to
    which participants or their beneficiaries would be entitled, assuming
    that the employment of all participants would be involuntarily
    terminated without cause within 24 months after the Change in Control
    Event, under the terms of the Plans as of the date the Change in
    Control Event occurred, and (2) all compensation owed and expenses
    incurred but unpaid of the Trustee, pursuant to Section 9, as of such
    date.  For purposes of this Section, present value shall be determined
    in the same manner that the present value of benefits is then
    determined under the Hannaford Cash Balance Plan."

     3. Section 2 is hereby  amended by adding a new  subsection  (d) to read as
follows:

           "(d)  Twenty-four months after the occurrence of a Change in
    Control Event, the Company shall determine the benefits to which Plan
    participants or their beneficiaries would be entitled pursuant to the
    terms of the Plans as of the date such determination is made.  In the
    event that the Company determines that the principal of the Trust (plus
    any earnings thereon) exceeds the amount that is sufficient to pay all
    such benefits, the Company shall notify the Trustee of the amount of
    the excess, and the Trustee shall distribute promptly the excess amount
    to the Company.

           The principal of the Trust (plus any earnings thereon) shall be
    'sufficient,' within the meaning of the preceding sentence, if, as of
    the date the determination is made, the fair market value of the Trust
    assets equals or exceeds the sum of (1) the present value of all
    accrued and unpaid benefits to which participants or their
    beneficiaries would be entitled under the terms of the Plans, and (2)
    all compensation owed and expenses incurred but unpaid of the Trustee,
    pursuant to Section 9.  For purposes of this Section, present value
    shall be determined in the same manner that the present value of
    benefits is then determined under the Hannaford Cash Balance Plan."

<PAGE>


     4. This Amendment shall be effective on the date first written above.

     IN WITNESS  WHEREOF,  Company and Trustee have caused this  Amendment to be
executed  by their duly  authorized  officers,  all as of the day and year first
above written.

WITNESS:                              HANNAFORD BROS. CO.



                                      By:
                                         Its


                                      STATE STREET BANK & TRUST
                                      COMPANY, TRUSTEE


                                      By:
                                         Its