Exhibit 10.9

                              HANNAFORD BROS. CO. 
                         1993 LONG TERM INCENTIVE PLAN 
              (as amended and restated, effective January 4, 1998) 
  
      1. PURPOSE.  The purpose of this Plan is to provide additional 
 compensation as an incentive to selected key employees upon whose efforts 
 the continued successful and profitable operations of Hannaford Bros. Co. 
 are largely dependent, and to ensure the continued availability of the 
 services of selected key employees to Hannaford Bros. Co. 
  
      2. DEFINITIONS.  As used in this Plan, unless the context clearly 
 indicates otherwise: 
  
      (a) "Actual Award" means the amount payable to a Participant pursuant 
 to Section 5. 
  
      (b) "Award Period" means a period of at least 3 fiscal years, as 
 designated by the Committee. 
  
      (c) "Basic Award" means the percentage of a Participant's 
 Compensation, not exceeding 25 percent, determined by the Committee 
 pursuant to Section 3. 
  
      (d) "Board" means the Board of Directors of Hannaford Bros. Co.; 
 provided, however, that in all instances in which the Board exercises any 
 discretion under the Plan with respect to the amount of an Actual Award, 
 "Board" means only those members of the Board of Directors of Hannaford 
 Bros. Co. who have not been employees of the Corporation or one of its 
 Subsidiaries. 
  
      (e) "Committee" means the Human Resources Committee of the Board. 
  
      (f) "Compensation" means, effective with respect to Award Periods 
 commencing after December 2, 1996, the aggregate base salary and annual 
 incentive compensation earned by a Participant during an Award Period (or 
 during the portion of an Award Period for which he or she is a Participant) 
 for services rendered to the Corporation or one of its Subsidiaries, 
 without regard to any deferral of such amounts. 
  
      (g) "Corporation" means Hannaford Bros. Co. 
  
      (h) "Earnings Per Share" means earnings per share as reported in the 
 Consolidated Statement of Earnings in the Corporation's Annual Report, but 
 before any extraordinary items that the Board, in its sole discretion, 
 disregards for purposes of the Plan. 

<PAGE>
      (i) "Participant" means an employee of the Corporation or one of its 
 Subsidiaries to whom a Basic Award has been made under the Plan. 
  
      (j) "Performance Goal" means a growth objective established by the 
 Committee pursuant to Section 4. 
  
      (k) "Plan" means the Hannaford Bros. Co. 1993 Long Term Incentive 
 Plan, as it may be amended from time to time. 
  
      (l) "Subsidiary" means a corporation of which Hannaford owns directly 
 or indirectly at least 50 percent of the total combined voting power of all 
 classes of stock entitled to vote. 
  
      3. PARTICIPATION.  The Committee shall:  (a) designate which, if any, 
 employees of the Corporation or a Subsidiary shall be Participants for an 
 Award Period; (b) determine the duration of such Award Period; and (c) 
 award a Basic Award for each such Participant.  The Basic Award of a 
 Participant who is promoted during an Award Period to a position with 
 respect to which a higher Basic Award is in effect shall adjust 
 automatically to reflect for the remainder of the Award Period the higher 
 Basic Award.  The Committee may designate that a newly hired or newly 
 promoted employee of the Corporation or a Subsidiary shall be a Participant 
 for an Award Period that commenced prior to the date of such designation. 
  
      4. PERFORMANCE GOALS.  The Committee shall establish both a low and a 
 high Performance Goal for each Award Period. The Performance Goals for any 
 Award Period need not be the same with respect to all Participants. 
  
      The Performance Goals for an Award Period shall be expressed in terms 
 of cumulative Earnings Per Share, stock price, a combination thereof or a 
 similar quantifiable measure.  The low Performance Goal ("Low Goal") shall 
 represent, in the sole judgment of the Committee, at least minimally 
 acceptable performance.  The high Performance Goal ("High Goal") shall 
 represent, in the sole judgment of the Committee, a challenging but 
 attainable goal. 
  
      5. ACTUAL AWARDS.  The amount of the Actual Award, if any, that is 
 earned by a Participant during an Award Period shall be determined 
 initially as follows: 
  
      (a) if the Corporation's actual performance equals the Low Goal, the 
 Actual Award shall be the percentage of the Basic Award established by the 
 Committee at the beginning of the Award Period; and 

<PAGE>
      (b) if the Corporation's actual performance equals the High Goal, then 
 the Actual Award shall equal 100% of the Basic Award. 
  
      If actual performance exceeds the High Goal, in no event shall a 
 Participant's Actual Award exceed 150% of the Basic Award.  Further, no 
 Actual Award shall be paid if the Corporation's actual performance is less 
 than the Low Goal.  If the Corporation's actual performance exceeds the Low 
 Goal but does not equal the High Goal, then the Actual Award shall equal a 
 percentage (not less than the percentage established for attainment of the 
 Low Goal and not more than 100%) of the Basic Award as determined by the 
 Committee at the beginning of the Award Period.  
  
      The Committee shall have the right to adjust the Actual Award if it 
 finds such adjustment necessary to provide fair and equitable treatment of 
 the interests of both the Participants and the Corporation's shareholders. 
  
      The Board shall have the right to adjust the Actual Award of any 
 Participant, either increasing or decreasing the same, if in its sole 
 judgment the Actual Award is inconsistent with the Participant's 
 performance during the relevant Award Period, measured individually or as a 
 member of a group.  In exercising this discretion, the Board may rely on 
 reports or other information furnished to it, either directly or through 
 the Committee, by the Chief Executive Officer of the Corporation. 
  
      6. PAYMENT OF ACTUAL AWARDS.  The Actual Award earned by a Participant 
 shall be paid after the close of the final fiscal year of the relevant 
 Award Period.  In the sole discretion of the Committee, an Actual Award may 
 be paid in cash, common stock of the Corporation at fair market value at 
 the time of payment, or any combination of cash and common stock.  Payment 
 in the form of common stock may be subject to restrictions on transfer and 
 vesting and to such other terms, conditions and restrictions as the 
 Committee may determine in a separate written instrument. 
  
      Prior to the payment of any Actual Award, the Board shall review the 
 aggregate amount of all such Awards then payable to determine whether the 
 consolidated earnings and return on assets of the Corporation are adequate 
 to justify such payments.  If in its sole judgment the Board determines 
 that such earnings or return are inadequate, it shall have the right to 
 disallow, in whole or in part, any Award, and the Corporation shall not 
 have any obligation to any Participant for any portion of an Award so 
 disallowed. 

<PAGE>
      7. TERMINATION OF EMPLOYMENT.  If a Participant terminates employment 
 with the Corporation and its Subsidiaries during an Award Period because he 
 or she retires under the Hannaford Cash Balance Plan, becomes disabled or 
 dies, such Participant shall be entitled to an Actual Award based on his or 
 her  during the portion of the Award Period that he or she was actively 
 employed.  Any Actual Awards payable to a deceased Participant shall be 
 paid to his or her estate. 
  
      Upon a Participant's termination of employment for any reason other 
 than retirement or disability, the dates on which the Participant's Basic 
 Awards become Actual Awards under the Plan shall be accelerated to the last 
 day of the fiscal year in which the termination occurs.  For purposes of 
 calculating the Participant's Actual Award for any Award Period curtailed 
 by reason of such acceleration, the Committee shall reestablish the High 
 and Low Performance Goals to reflect only the number of years in the 
 curtailed Award Period. 
  
      If a Participant's employment terminates during an Award Period for 
 any reason other than retirement, disability, or death, the Participant 
 shall forfeit any Actual Award otherwise payable, unless the Committee 
 determines that such Award shall be paid, in whole or in part, in 
 accordance with this Section. 
  
      8. ADMINISTRATION.  This Plan shall be administered by the Committee.  
 The  Committee shall have sole and complete discretion with respect to the 
 exercise of all permissive powers and authority granted to the Committee by 
 this Plan, and shall have sole and complete authority to construe and 
 interpret the Plan.  All actions, determinations, and decisions of the 
 Committee shall be final, conclusive, and binding on all parties, unless 
 otherwise determined by the Board. 
  
      9. GOVERNING LAW.  This Plan shall be governed and construed in 
 accordance with the laws of the State of Maine. 
  
      10. AMENDMENT OR TERMINATION OF PLAN.  The Committee may amend or 
 terminate this Plan at any time; provided, however, that no such action 
 shall affect the rights of a Participant with respect to any Award to which 
 the Participant became entitled prior to the effective date of such action. 
  
      11. ACCELERATION OF AWARDS UPON CHANGE IN CONTROL.  Upon the 
 occurrence of a Change in Control Event, the dates on which Basic Awards 
 become Actual Awards under the Plan shall be accelerated to the date of 

<PAGE>
 such Event.  For purposes of calculating Actual Awards for any curtailed 
 Award Period, the Committee shall reestablish the High and Low Performance 
 Goals to reflect only the number of years and full calendar months in the 
 curtailed Award Period. 
  
      Payment of an Actual Award determined pursuant to this Section shall 
 be made in a lump sum cash payment on or before the earlier of the 
 following dates:  (i) 90 days after the Participant's employment with the 
 Corporation terminates; or (ii) 90 days after the close of the final fiscal 
 year of the relevant Award Period, without regard to any curtailment 
 pursuant to this Section. 
  
      If any acceleration or payment pursuant to this Section is, in the 
 sole judgment of the Committee as constituted prior to the occurrence of 
 the Change in Control Event, unnecessary to protect Participants' rights 
 under the Plan, the Committee may make such other adjustments (or make no 
 adjustments) as it deems appropriate to protect Participants' rights, in 
 lieu of the protections provided in this Section. 
  
      The term "Change in Control Event" shall have the meaning given such 
 term in the Hannaford Supplemental Executive Retirement Plan. 
  
      12. NONALIENATION OF BENEFITS.  Awards under this Plan shall not be 
 subject to alienation, assignment, garnishment, attachment or levy of any 
 kind, and any attempt to cause an award to be so subjected shall not be 
 recognized. 
  
      13. EFFECTIVE DATE.  This Plan was originally effective January 3, 
 1993.  The effective date of this amendment and restatement of the Plan 
 shall be January 4, 1998. 
  
      14. TRANSITION RULES.  If in any fiscal year a Participant is entitled 
 to payment of an Actual Award under this Plan and payment of an actual 
 award under the Company's 1980 Long Term Incentive Plan ("Prior Plan"), the 
 amount payable under this Plan for such year shall be reduced by the amount 
 paid under the Prior Plan for such year. 
  
      The Committee may designate that a newly hired or newly promoted 
 employee of the Corporation or a Subsidiary shall be a Participant for an 
 award period that commenced under the Prior Plan after 1988 and prior to 
 the original effective date of this Plan.  In such event, the Participant's 
 Actual Award shall be determined based on the low and high performance 
 goals established by the Human Resources Committee under the Prior Plan for 
 such award period.