Exhibit 10.13
                    EMPLOYMENT CONTINUITY AGREEMENT 
 
      This Agreement made as of this     day of                         ,
 199 , but effective January 1,1998, by and between HANNAFORD BROS. CO., a
 Maine corporation with its principal place of business in Scarborough,
 Maine (the "Company") and HUGH G. FARRINGTON ("Farrington"), of Cape
 Elizabeth, Maine.
 
      WHEREAS, Farrington has been employed by the Company since August of
 1968, serving since 1981 as a director, since 1984 as its President and
 since 1992 as its Chief Executive Officer; and
 
      WHEREAS, Farrington's creativity, ability to work with people,
 experience, knowledge and business skills are extremely valuable to the
 Company and its stockholders; and
 
      WHEREAS, in the current business climate an attempted acquisition of
 the Company is always a possibility; and
 
      WHEREAS, the Company desires to assure itself of the continued
 employment of Farrington and the benefit of his independent judgment in the
 operation of the Company in the event that any such attempted acquisition
 were made, in light of the disruption resulting from any such attempt; and
 
      WHEREAS, the Company and Farrington entered into an Employment
 Continuity Agreement, dated March 15, 1991 ("Agreement"); and
 
      WHEREAS, Section 11 of the Agreement provides that the Agreement may
 be amended in writing by the parties, and the Agreement was amended on two
 occasions thereafter; and
 
      WHEREAS, the parties desire to amend and restate the Agreement as set
 forth herein;
 
      NOW, THEREFORE, in consideration of the mutual promises and
 undertakings herein contained and for other good and valuable
 consideration, the receipt and adequacy of which is acknowledged by each of
 the parties, Farrington and the Company agree as follows:
 
      1. TERM OF THE AGREEMENT AND RENEWAL.  The term of this Agreement
 shall be for a period beginning January 1, 1998, and ending December 31,
 2000.  On January 1, 2001, and on January 1 of each period of three (3)
 years thereafter (in each case such date to be a "Renewal Date") this
 Agreement automatically shall be renewed for an additional three (3) year
 term, unless at least one (1) year prior to any such Renewal Date, either
 party shall have given written notice to the other that such renewal shall
 not take place.  Such notice may be given by the Company only upon the
 affirmative vote of the Human Resources Committee of the Board of
 Directors.

<PAGE>
 
      2. "Change in Control Event."  Each of the following events shall
 constitute a "Change in Control Event" for purposes of this Agreement:
 
      (a) Any person acquires beneficial ownership of Company securities 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 this Agreement, "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
 Company securities 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 of directors of the Company.
 
      For purposes of this Agreement an "Outside Director" as of a given
 date shall mean a member of the Company's board of directors 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.
 
      (c) The Company 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 Company's stockholders approve:
 
           (i) any consolidation or merger of the Company in which the
 Company is not the continuing or surviving corporation or pursuant to which
 shares of Company 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 the Company's 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 Company.
 
<PAGE>
      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 Company is owned, directly or indirectly,
 by a holding company, and the holders of the Company's common stock
 immediately prior to the transaction have substantially the same
 proportionate ownership and voting control of the holding company.
 
      3. Rights Upon Involuntary Termination of Employment.  If, within
 twelve (12) months after the occurrence of a Change in Control Event, the
 Company terminates Farrington's employment for any reason other than Good
 Cause as defined in Paragraph 5, or if Farrington voluntarily terminates
 employment for Good Reason as defined in Paragraph 4, the Company shall
 provide Farrington with the following:
 
      (a) Within thirty (30) days of such termination, a lump sum cash
 payment in an amount equal to the sum of:
 
           (i) three hundred percent (300%) of Farrington's annual base
 salary in effect upon the date of the Change in Control Event, and
 
           (ii) three Hundred Percent (300%) of the award Farrington would
 have received for the year in which such termination occurs, pursuant to
 the Hannaford Bros. Co. Annual Incentive Plan, assuming that his employment
 had not terminated and that for such year "actual profit" will equal
 "budgeted profit" (as those terms are defined in the plan).
 
      (b) The continuation of Farrington's participation and the
 participation of his dependents (to the extent they were participating
 prior to his termination of employment) in the Company's health, life,
 disability and other employee benefit plans, programs and arrangements
 (excluding the Hannaford Bros. Co. Employees' Retirement Plan and Hannaford
 Bros. Co. Savings and Investment Plan) for a period of thirty-six (36)
 months after such termination as if he were still employed during such
 period; provided, however, if such participation in any such plan, program
 or arrangement is specifically prohibited by the terms thereof, the Company
 shall provide Farrington (and his dependents) with benefits substantially
 similar to those which he was entitled to receive under such plan, program
 or arrangement immediately prior to his termination of employment. 
 Additionally, at the end of any period of such coverage, Farrington shall
 have the right to have assigned to him, for the cash surrender value
 thereof, any assignable insurance owned by the Company on the life of
 Farrington.  
 
      For purposes of this Paragraph 3(b), any employee benefit determined
 with reference to Farrington's compensation or earnings shall be based on
 his annual base salary unless otherwise provided under the terms of the
 applicable employee benefit plan, program or arrangement.  

<PAGE>
 
      Notwithstanding the foregoing provisions of this Paragraph 3(b) to the
 contrary, to the extent continuation of Farrington's participation and the
 participation of his dependents (to the extent they were participating
 prior to his termination of employment) in an employee benefit plan,
 program, or arrangement described in this Paragraph 3(b) is specifically
 provided for under the terms of such plan, program or arrangement relating
 to retirement from the Company, this Paragraph 3(b) shall not apply.
 
      (c) Immediately upon such termination Farrington shall be entitled to
 acceleration of any payments to be made to him under the Hannaford Bros.
 Co. Deferred Compensation Plan for Officers, the Hannaford Bros. Co.
 Nonqualified Savings and Investment Plan or any other deferred compensation
 arrangement for his benefit.  Payment under any such plan or arrangement
 pursuant to this Paragraph 3(c) shall be made in a lump sum within ninety
 (90) days after Farrington's employment terminates.
 
      (d) The Company shall pay Farrington an amount equal to the award he
 would have been entitled to receive under the Company's Annual Incentive
 Plan, if his employment had not terminated, based on the base salary he had
 earned as of his termination date, and assuming that "actual profit" will
 equal "budgeted profit" (as those terms are defined in the plan).  Such
 payment shall be made within ninety (90) days after his employment
 terminates.
 
      (e) Farrington shall also be entitled to such benefits and rights as
 are provided upon the occurrence of a Change in Control Event under the
 terms of the Company's 1988 Stock Plan, 1993 Long Term Incentive Plan, 1998
 Stock Option Plan and Supplemental Executive Retirement Plan ("SERP").  FOR
 PURPOSES OF CALCULATING ANY BENEFIT PAYABLE WITH RESPECT TO FARRINGTON
 UNDER THE SERP, HIS CASH BALANCE ACCOUNT SHALL BE INCREASED BY THE PRODUCT
 OF (I) THE CONTRIBUTION CREDIT FOR HIS LAST FULL MONTH OF EMPLOYMENT OR, IF
 GREATER, HIS LAST FULL MONTH OF EMPLOYMENT PRIOR TO THE CHANGE IN CONTROL
 EVENT, AND (II) THIRTY-SIX (36).
 
      4. Termination for Good Reason.  For purposes of this Agreement,
 termination by Farrington of his employment for "Good Reason," except upon
 Farrington's express written consent otherwise, shall mean:
 
      (a) the assignment of duties to Farrington which:
 
           (i) are materially different from his duties immediately prior to
 the Change in Control Event, or
 
           (ii) result in his having significantly less authority or
 responsibility than he had prior to the Change in Control Event; or
 
<PAGE>
      (b) Farrington's removal from, or any failure to re-elect him to, any
 position he held immediately prior to the Change in Control Event with
 either the Company or any majority-owned subsidiary; or
 
      (c) a reduction of Farrington's annual base salary in effect on the
 date of the Change in Control Event or as the same may be increased from
 time to time thereafter; or
 
      (d) the relocation of the Company's principal executive offices to a
 place outside of the greater Portland, Maine, area, or the Company's
 transferring or assigning Farrington to a place of employment other than
 its principal executive offices, except for required business travel to an
 extent substantially consistent with his business travel obligations
 immediately prior to the Change in Control Event; or
 
      (e) the Company's failure to provide Farrington with substantially the
 same health, life and other employee benefit plans, programs and
 arrangements (specifically including the Company's stock plans and
 compensation and incentive plans, as the same may be amended in the
 future), and substantially the same perquisites of employment, as provided
 to him immediately prior to the Change in Control Event or as the same may
 be increased thereafter; or
 
      (f) the Company's failure to provide Farrington with substantially the
 same support staff as provided to him immediately prior to the Change in
 Control Event; or
 
      (g) the Company's failure to increase Farrington's salary, employee
 benefits or perquisites of employment in a manner or an amount commensurate
 with the increases provided to the Company's Senior Vice Presidents; or
 
      (h) the Company's failure to obtain from any successor a satisfactory
 agreement to assume and perform the terms of this Agreement.
 
      5. TERMINATION FOR GOOD CAUSE.  The Company retains the right to
 terminate Farrington for "Good Cause," in which event he shall not be
 entitled to receive any payment or benefits pursuant to this Agreement. 
 "Good Cause" shall mean:
 
      (a) Farrington's conviction, by a court of competent jurisdiction, of
 a crime adversely reflecting on his honesty, trustworthiness or fitness to
 carry out the responsibilities of his position with the Company in other
 respects; or
 
      (b) a willful breach by him of any material duty or obligation imposed
 upon him under the terms of his employment, as those terms existed
 immediately prior to any Change in Control Event, and his failure to cure
 such breach within thirty (30) days after receiving notice thereof from the
 Company.

<PAGE>
 
      6. NOTICES.  Any and all notices required or permitted to be given
 hereunder shall be in writing and shall be deemed to have been given when
 deposited in the United States mails, certified or registered mail postage
 prepaid and addressed as follows:
 
 To Farrington:     Hugh G. Farrington
                    Lighthouse Point Road
                    Cape Elizabeth, Maine 04107
 
 To the Company:    Hannaford Bros.  Co.
                    P. 0. Box 1000
                    Portland, Maine 04104
 
                    Attention: Senior Vice President-Human Resources
 
      Either party may change by notice to the other the address to which
 notices to it are to be addressed.
 
      7. APPLICABLE LAW, TAXES, BINDING AGREEMENT, SEVERABILITY,
 CONSTRUCTION.  This Agreement shall be governed by and construed in
 accordance with the laws of the State of Maine, except as to any matter
 which is preempted by federal law.
 
      Notwithstanding anything to the contrary herein contained, the Company
 may withhold from any amounts payable under this Agreement all federal,
 state or other taxes or assessments which may be required by applicable
 statute or regulation to be withheld.
 
      This Agreement shall be binding upon and inure to the benefit of
 Farrington, his heirs, assigns, executors and legal representatives; and
 the Company, its successors and assigns.
 
      If any provision of this Agreement shall be held invalid or
 unenforceable by a court of competent jurisdiction, the remainder of this
 Agreement shall not be affected thereby.
 
      The Outside Directors shall have the authority to construe and
 interpret this Agreement on behalf of the Company, and any such
 determination by the Outside Directors shall be conclusive on the Company.
 
      8. EXECUTION OF FURTHER DOCUMENTS.  In the event Farrington receives
 payments or benefits pursuant to the terms hereof and the Company's
 independent counsel deems it necessary for the Company to receive a release
 or other acknowledgment, Farrington agrees to execute any such document, as
 may be reasonably required as a condition of his receipt of such payment or
 benefits.
 
<PAGE>
      9. AMENDMENT AND WAIVER.  The Agreement may be amended only in
 writing, by the Parties hereto, and no condition or provision of the
 Agreement may be waived except in writing.  Waiver by either party at any
 time of the other party's breach of, or failure to comply with, any
 condition or provision of this Agreement to be performed by such other
 party shall not be deemed a waiver of any other provision or condition at
 the same time or of any provision or condition at any prior or subsequent
 time, unless specifically stated therein.
 
      10. FUNDING.  This Agreement shall not be construed to create or
 require the Company to create a trust or to otherwise act to fund the
 amounts payable hereunder.
 
      11. ASSIGNMENT.  Except as required by law, the right to receive
 payments hereunder shall not be subject to alienation, assignment,
 garnishment, attachment, execution or levy of any kind and any attempt to
 cause such payments to be so subject shall not be recognized by the
 Company.
 
      12. ARBITRATION.  In recognition of the mutual benefits of
 arbitration, the parties hereby agree that arbitration as provided for
 herein shall be the exclusive remedy for resolving any claim or dispute
 arising under this Agreement, and hereby mutually waive any and all other
 remedies at law or in equity for determining any such claim or dispute.
 
      (a) Any arbitration under this Agreement, and any related judicial
 proceeding, shall be initiated and shall proceed pursuant to the
 provision's of the Maine Uniform Arbitration Act (the "Act") and, to the
 extent consistent with the Act, the then prevailing rules of the American
 Arbitration Association (the "Association") for labor and employment
 contracts.  To initiate arbitration hereunder demand shall be given in
 writing to the Association and the other party no later than one year after
 the claim arises.  Any claim for which such demand is not made within one
 year after the claim arises shall be barred and discharged absolutely.
 
      (b) Any arbitration under this Agreement shall be before a single
 arbitrator, and an award in such arbitration may include only damages which
 the arbitrator determines to be due under express provisions of this
 Agreement.  The arbitrator shall have no authority to award any other
 damages, including without limitation, consequential and exemplary damages. 
 Any award in arbitration shall be subject to enforcement and appeal
 pursuant to the Act.
 
      (c) The parties shall share equally all costs and fees charged by the
 Association or the arbitrator.
 
<PAGE>
      13. LIMITATION ON AMOUNT TO BE PAID.  If payment of any amount under
 this Agreement would cause Farrington to be subject to an excise tax
 pursuant to Section 4999 of the Internal Revenue Code (as amended from time
 to time) or the regulations thereunder, then such amount shall not be paid
 to the extent necessary to avoid the imposition of such tax.  The preceding
 sentence shall apply only if the aggregate amount payable to Farrington or
 for his benefit under the Agreement, after payment of such excise tax,
 would be less than the aggregate amount payable in accordance with the
 preceding sentence.
 
      14. NO ADDITIONAL EFFECT.  Except as expressly provided herein,
 nothing contained herein shall confer upon Farrington any specific period
 of employment, right to be retained in the service of the Company or other
 rights, nor shall this Agreement be construed to otherwise limit the rights
 of the Company to discharge or take other action with respect to
 Farrington.
 
      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
 day and year first above written.
 
 Witness:                          HANNAFORD BROS.  CO.
 
 
                                 By
 Its
 
 
 
 Hugh G. Farrington