Exhibit 10.8

                    SUMMARY OF AMENDMENT AND RESTATEMENT

                                   OF THE 

                  HANNAFORD BROS. CO. ANNUAL INCENTIVE PLAN


     The Company's Annual Incentive Plan has been amended and restated in
the following respects:

     - to eliminate provisions relating to an individual performance award;

     - to reflect that the Chief Executive Officer and Chairman of the Board
       receive the same basic award (percentage of base salary) as other
       executive officers;

     - to eliminate references to salary grades;

     - to eliminate references to Wellby Super Drug Stores; and

     - to make the plan document generally more flexible and concise by
       conforming the style to that of the 1993 Long Term Incentive Plan.


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                              HANNAFORD BROS. CO.

                             ANNUAL INCENTIVE PLAN

                         (effective December 7, 1995)



     1.  PURPOSE.  The purpose of this Plan is to provide additional
compensation as an incentive to employees upon whose efforts the continued
successful and profitable operations of Hannaford Bros. Co. and its
Subsidiaries are largely dependent, and to ensure the continued availability
of the services of such employees to Hannaford Bros. Co. and its
Subsidiaries.

     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 6.

         (b)  "Basic Award" means the percentage of a Participant's base
     salary, not exceeding 50%, determined by the Human Resources Committee
     pursuant to Section 3.

         (c)  "Board" means the Board of Directors of the Company.

         (d)  "Budgeted Sales" means net sales and other revenues of an
     Incentive Unit, as included in the Incentive Unit's annual operating
     budget as accepted by the Board.

         (e)  "Committee" means the Human Resources Committee of the Board
     of Directors.

         (f)  "Company" means Hannaford Bros. Co.

         (g)  "Employee" means an employee of the Company or a Subsidiary,
     excluding any employee who participates in the Retail Management
     Incentive Plan or whose employment is governed by a collective
     bargaining agreement.

         (h)  "Incentive Unit" means an operating unit of the Company any/or
     a Subsidiary or Subsidiaries as described in Section 4.

         (i)  "Participant" means an Employee to whom a Basic Award has been
     made under the Plan.

         (j)  "Plan" means the Hannaford Bros. Co. Annual Incentive Plan, as
     from time to time amended.

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         (k)  "Profit (Loss)" means the pre-tax profit (loss), determined
     before any charges to income for payments to be made under this Plan or
     under any other cash or deferred incentive plan, as such Profit (Loss)
     is computed for public reporting purposes.

         (l)  "Subsidiary" means a corporation of which the Company owns
     directly or indirectly at least 50 percent of the total combined voting
     power of all classes of stock entitled to vote.

     3.  DESIGNATION OF BASIC AWARDS.  The Committee shall designate which,
if any, Employees shall be Participants for a fiscal year and shall make a
Basic Award to each such Participant.

     4.  INCENTIVE UNIT.  The Committee shall define an Incentive Unit for
each Participant in such manner as it deems appropriate.  An Incentive Unit
shall include:

         (a)  for those Participants who are employed by the Company and
     whose responsibilities influence all or a major portion of the
     Company's consolidated operations, the Company and each Subsidiary
     reflected in the consolidated financial statements of the Company;

         (b)  for other Participants, the department, division, Subsidiary
     and/or portions thereof which are operated as separate profit centers,
     for which separate books of account are maintained and, in the judgment
     of the Committee, for which the Participant has direct operating
     responsibility.

     The Committee may define two Incentive Units for a Participant, in
which case the Incentive Unit for which the Participant is directly
responsible shall be referred to as the "Primary Incentive Unit" and such
Participant's other Incentive Unit shall be referred to as the "Secondary
Incentive Unit."  The Primary Incentive Unit of a general manager shall be
the divisions and/or Subsidiaries for which he or she serves as general
manager, and the Secondary Incentive Unit shall be the Company and each
Subsidiary reflected in the consolidated financial statements of the
Company.

     The Basic Award of a Participant for whom two Incentive Units have been
defined shall be allocated, in the discretion of the Committee, between such
Participant's Primary Incentive Unit and Secondary Incentive Unit.

     5.  BUDGETED PROFIT (LOSS) OF INCENTIVE UNIT.  For each fiscal year
during which a Basic Award is in effect, a Profit (Loss) shall be budgeted
for each Incentive Unit as part of the annual planning process.

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     6.  ACTUAL AWARD.  A Participant's Actual Award, if any, shall be
determined by the relationship of (i) the difference between actual Profit
(Loss) and budgeted Profit (Loss) to (ii) two percent of Budgeted Sales:

                                  PA - PB     
                        A = T[1+(.02(S))], where 

                        A = Actual Award
                        T = Dollar Amount of Basic Award
                        PA= Actual Profit (Loss)
                        PB= Budgeted Profit (Loss)
                        S = Budgeted Sales

     If two Incentive Units have been defined for a Participant, the Actual
Award shall be determined by applying the foregoing formula to the Primary
Incentive Unit (using the portion of the Basic Award allocated to such unit
as the factor "T") and to the Secondary Incentive Unit (using the portion of
the Basic Award allocated to such Unit as the factor "T").

     The Committee shall have the right to adjust any one or more of the
above factors if it finds such adjustment necessary to provide fair and
equitable treatment of the interests of both the Participants and the
Company's shareholders.

     In no event shall a Participant's Actual Award exceed 125 percent of
the Basic Award.  Further, no Actual Award shall be paid if such award is
less than Eighty-Five percent (85%) of a Participant's Basic Award.

     The Board shall have the right to adjust the Actual Award of any
Participant if, in its sole judgment, the Actual Award is inconsistent with
such Participant's performance during the fiscal year.  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 Company.

     7.  PAYMENT OF ACTUAL AWARDS.  Except as hereinafter provided, Actual
Awards shall be paid in cash after the close of the fiscal year to which the
awards relate.

     Prior to the payment of any Actual Award, the Board shall review the
amounts payable to determine (a) whether the consolidated earnings and
return on assets of the Company are adequate to justify such payments, and
(b) whether such payments, if made, would seriously impair the Company's
cash position.

     If in its sole judgment, the Board determines that such earnings or
return are inadequate, or such cash position would be so impaired, it shall
have the right to disallow, in whole or part, any Award, and neither the
Company nor any Subsidiary shall have any obligation to any Participant for
any portion of an Award so disallowed.

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     8.  TRANSFERRED OR PROMOTED EMPLOYEE.  The Committee may redefine an
Incentive Unit and designate a new Basic Award for a Participant who is
transferred or promoted.  The Basic Award for each Incentive Unit defined
for such Participant shall be based on base salary received while included
in such Incentive Unit.

     9.  NEW EMPLOYEE.  The Committee may define an Incentive Unit and
designate a Basic Award for an Employee who was not in the employ of the
Company or a Subsidiary on the first day of the fiscal year.  Such award
shall be based on base salary received while included in such Incentive
Unit.

    10.  TERMINATION OF EMPLOYMENT.  If a Participant terminates employment
with the Company and its Subsidiaries during a fiscal year because he or she
retires after attaining age 55 and completing 5 years of service, becomes
disabled or dies, such Participant's Actual Award, if any, shall be based on
base salary received during such fiscal year.  Any Actual Awards payable to
a deceased Participant shall be paid to his or her estate.

     If a Participant's employment terminates during a fiscal year 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.

    11.  GOVERNING LAW.  This Plan shall be governed and construed in
accordance with the laws of the State of Maine.

    12.  AMENDMENT OR TERMINATION.  The Board 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 Actual Award to which the
Participant became entitled prior to the effective date of such action.  An
amendment or termination may be given retroactive effect with respect to the
fiscal year in which it is adopted.

    13.  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.

    14.  EFFECTIVE DATE.  This amendment and restatement of the Plan shall
be effective December 7, 1995.