Exhibit 10.3
 
 
 
 
 
 
 
 
 
 
 
 
 
                                HANNAFORD BROS. CO.
                            EMPLOYEES' RETIREMENT PLAN
 
                 (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1998)
 
  <PAGE>

                           TABLE OF CONTENTS
 ARTICLE I         DEFINITIONS                                          1
 
 ARTICLE II        PARTICIPATION                                       20
 
           2.1     Date of Participation                               20
           2.2     Participation Requirements                          21
           2.3     Transfers Among Affiliated Employers                21
           2.4     Reemployed Former Participant                       21
 
 ARTICLE III       RETIREMENT DATES                                    22
 
           3.1     Normal Retirement Date                              22
           3.2     Early Retirement Date                               22
           3.3     Deferred Retirement Date                            22
 
 ARTICLE IV        BENEFIT FORMULAS                                    22
 
           4.1     Benefits For Participants Other Than Certain 
                   Warehouse and Driver Participants                   22
                  (a)  Cash Balance Account                            22
                  (b)  Contribution Credit                             24
                  (c)  Interest Credit                                 24
                  (d)  Normal Retirement Benefit                       24
                  (e)  Early Retirement Benefit                        24
                  (f)  Deferred Retirement Benefit                     24
                  (g)  Vested Benefit                                  25
           4.2    Benefits For Certain Warehouse Participants          25
           4.3    Employment Transfers                                 26
 
 ARTICLE V        RETIREMENT AT NORMAL RETIREMENT DATE                 26
 
           5.1    Normal Retirement Benefit                            26
           5.2    Form of Normal Retirement Benefit                    26
           5.3    Qualified Joint and Survivor Annuity                 27
           5.4    Disability Benefit                                   27
 
 ARTICLE VI       RETIREMENT AT EARLY RETIREMENT DATE                  27
 
           6.1    Early Retirement Benefit                             27
           6.2    Form of Early Retirement Benefit                     27
           6.3    Qualified Joint and Survivor Annuity                 28
 
 ARTICLE VII      RETIREMENT AT DEFERRED RETIREMENT DATE               28
 
           7.1    Deferred Retirement Benefit                          28
           7.2    Form of Deferred Retirement Benefit                  28
           7.3    Qualified Joint and Survivor Annuity                 29
 
  <PAGE>
 
 ARTICLE VIII     TERMINATION OF EMPLOYMENT                            29
 
           8.1    Termination of Employment                            29
           8.2    Vested Benefit                                       29
           8.3    Form of Benefit                                      29
           8.4    Qualified Joint and Survivor Annuity                 30
           8.5    Forfeitures                                          30
 
 ARTICLE IX       DEATH BENEFITS                                       30
 
           9.1    Death Before Annuity Starting Date                   30
           9.2    Death After Annuity Starting Date                    33
           9.3    Designation of Beneficiary                           33
           9.4    Qualified Domestic Relations Orders                  33
 
 ARTICLE X        QUALIFIED JOINT AND SURVIVOR ANNUITY ELECTION        34
 
          10.1    Election Period                                      34
          10.2    Written Explanation                                  34
          10.3    Additional Information Furnished Upon Request        35
          10.4    Election Not to Receive Qualified Joint and 
                  Survivor Annuity                                     35
          10.5    Qualified Joint and Survivor Annuity                 35
          10.6    Spousal Consent                                      35
 
 ARTICLE XI       OPTIONAL FORMS OF BENEFITS                           35
 
          11.1    Early Retirement Benefit - Optional Lump Sum         35
          11.2    Vested Benefit - Optional Lump Sum                   37
          11.3    Contingent Annuitant Option                          38
          11.4    Five Year Certain and Life Annuity Option            38
          11.5    Lump Sum Option                                      39
 
 ARTICLE XII      BENEFIT ADJUSTMENTS AND CASH OUTS                    39
 
          12.1    Offset of Amounts Transferred to the Trust From 
                  Other Plans                                          39
          12.2    Prohibition Against Duplication of Benefits          39
          12.3    Small Installments and Cash Outs                     40
 
 ARTICLE XIII     LIMITATION ON BENEFITS                               41
 
          13.1    Limitation For Defined Benefit Plans                 41
          13.2    Adjustments                                          41
          13.3    Reduction For Less Than Ten (10) Years of 
                  Participation or Service                             43
 
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          13.4    Adjustment to Dollar Limitation                      43
          13.5    Limitation For Defined Benefit Plan and Defined
                  Contribution Plan                                    43
          13.6    Combining and Aggregating Plans                      45
          13.7    Definition of Compensation                           45
          13.8    Certain Contributions Treated as Annual Additions    45
 
 ARTICLE XIV      RESTRICTION ON BENEFITS PAYABLE TO CERTAIN 
                  PARTICIPANTS                                         46
 
          14.1    Nondiscriminatory Benefit                            46
          14.2    Limits on Annual Payments                            46
 
 ARTICLE XV       SUSPENSION OF BENEFITS                               47
 
          15.1    Suspension Before Normal Retirement Date             47
          15.2    Status Determination                                 47
 
 ARTICLE XVI      CREDIT FOR YEARS OF BENEFIT SERVICE UPON REEMPLOYMENT
                  FOLLOWING RECEIPT OF AN OPTIONAL LUMP SUM            47
 
          16.1    Reemployment With Credit For Prior Years of 
                  Benefit Service                                      47
          16.2    Reemployment Without Credit For Prior Years of
                  Benefit Service                                      48
          16.3    Reemployment With Partial Credit For Prior 
                  Years of Benefit Service                             48
 
 ARTICLE XVII     TOP HEAVY PROVISIONS                                 48
 
          17.1    Top Heavy Requirements                               48
          17.2    Minimum Vesting Requirement                          48
          17.3    Minimum Benefit Requirement                          49
          17.4    Modified Limitation on Annual Additions              50
          17.5    Present Value Factors                                50
 
 ARTICLE XVIII    CONTRIBUTIONS                                        50
 
          18.1    Employer Contributions                               50
          18.2    Erroneous Employer Contributions                     50
          18.3    Application For Forfeitures                          50
          18.4    Trust                                                50
 
 ARTICLE XIX      RETIREMENT COMMITTEE                                 51
 
          19.1    Appointment of Retirement Committee                  51
          19.2    Appointment, Resignation and Removal                 51
 
  <PAGE>
          19.3    Duties                                               51
          19.4    Notice to Trustee                                    52
          19.5    Fiduciary Duties                                     52
          19.6    Reporting and Disclosure                             52
          19.7    Delegation of Ministerial Duties                     53
          19.8    Compensation and Reimbursement of Expenses           53
          19.9    Uniformity of Rules and Regulations                  53
          19.10   Reliance on Reports                                  53
          19.11   Multiple Signatures                                  53
          19.12   Payment of Plan Expenses                             53
 
 ARTICLE XX       FINANCE COMMITTEE                                    54
 
          20.1    Duties                                               54
          20.2    Fiduciary Duties                                     54
          20.3    Compensation and Reimbursement of Expenses           55
          20.4    Reliance on Reports                                  55
          20.5    Multiple Signatures                                  55
 
 ARTICLE XXI      CLAIMS PROCEDURE                                     55
 
          21.1    Filing a Claim For Benefits                          55
          21.2    Denial of Claim                                      55
          21.3    Appeal of Denied Claim                               56
          21.4    Decision on Appeal                                   56
 
 ARTICLE XXII     AMENDMENT AND TERMINATION                            56
 
          22.1    Amendment                                            56
          22.2    Termination                                          57
          22.3    Benefit Service and Average Annual Compensation 
                  Following Plan Termination                           58
 
 ARTICLE XXIII    Retiree Medical Benefits                             59
 
          23.1    401(h) Account                                       59
          23.2    Retiree Medical Benefits                             59
          23.3    Contributions                                        59
          23.4    Forfeitures                                          60
          23.5    Investments                                          60
          23.6    Reversion to Employer                                60
          23.7    Key Employees                                        60
 
  <PAGE>
 ARTICLE XXIV     Nonalienability of Benefits; Qualified Domestic 
                  Relations Orders                                     60
 
          24.1    Nonalienability of Benefits                          60
          24.2    Qualified Domestic Relations Orders                  61
          24.3    Notice                                               61
          24.4    Representative                                       61
          24.5    Separate Account                                     61
          24.6    Determination by Retirement Committee                61
          24.7    Definitions                                          62
 
 ARTICLE XXV      Direct Rollovers                                     63
 
          25.1    Eligibility                                          63
          25.2    Notice                                               64
          25.3    Election                                             65
 
 ARTICLE XXVI     Miscellaneous                                        66
 
          26.1    Merger or Consolidation of Plan                      66
          26.2    Distributions to Minors and Incompetent Persons      66
          26.3    Commencement of Distributions                        66
          26.4    Separate Plans                                       67
          26.5    Service in Various Fiduciary Capacities              67
          26.6    Exclusive Benefit                                    67
          26.7    Employment                                           67
          26.8    Predecessor Employer Plan                            67
          26.9    Governing Law                                        67
          26.10   Article and Section Headings and Table of Contents   67
          26.11   Actuarial Equivalency Assumptions                    67
          26.12   Prohibition on Reduction of Accrued Benefit          68
          26.13   Delegation of Authority by Subsidiaries              68
          26.14   Cost of Living Adjustment                            68
          26.15   Early Retirement Incentive Program                   68
          26.16   Directed Payments                                    69
 
  <PAGE>
                             HANNAFORD BROS. CO.
                         EMPLOYEES' RETIREMENT PLAN
 
      Hannaford Bros. Co. hereby amends and restates the Hannaford Bros. Co.
 Employees' Retirement Plan effective generally January 1, 1998.  It is
 intended that the Plan, as amended and restated, meet all applicable
 requirements of the Internal Revenue Code of 1986 and the Employee
 Retirement Income Security Act of 1974 ("ERISA"), as the same may from time
 to time be amended.  The Plan shall, therefore, be interpreted to comply
 with the applicable terms of the Code and ERISA and all applicable
 regulations and rulings issued thereunder.
 
 
                                  ARTICLE 
                                DEFINITIONS
 
      The following terms, when used herein, shall have the meanings as
 hereinafter set forth, unless the context indicates otherwise:
 
      1.1  "Accrued Benefit" shall mean, as of any date of reference (and
 except as otherwise provided in Section 1.11), a Participant's monthly
 retirement benefit commencing on the first day of the month coinciding with
 or next following his or her Normal Retirement Date (or, if later, the date
 of reference) payable in the normal form and in an amount determined in
 accordance with the Normal Retirement Benefit formula set forth in Article
 IV. The Accrued Benefit of a Participant whose benefit under the Plan is
 expressed as a Cash Balance Account shall be determined as of any date of
 reference prior to his or her Normal Retirement Date by (i) projecting the
 future value of the Account balance to the Participant's Normal Retirement
 Date at the rate interest is credited under Section 4.1(c), and then (ii)
 converting the projected Account balance to a monthly retirement benefit
 payable in the form of a life annuity, based on the factors set forth in
 Section 12.3(b). 
 
      1.2  "Actuarial Equivalence," "Actuarial Equivalent," or "Actuarially
 Equivalent" shall mean equality in value of the aggregate amounts expected
 to be received under different forms of payment, based on the assumptions
 set forth in Section 26.11.
 
      1.3  "Affiliated Employer" shall mean any Employer which has adopted
 the Plan in accordance with Section 1.19 and any other corporation or other
 business organization if any such Employer and such other corporation or
 business organization are members of a controlled group of corporations (as
 defined in Section 414(b) of the Code), trades or businesses (whether or
 not incorporated) which are under common control (as defined in Section
 414(c) of the Code) or an affiliated service group (as defined in Section
 414(m) of the Code). 
 
  <PAGE>
      1.4  "Annual Benefit" shall mean a benefit which is payable annually
 in the form of a straight-life annuity, excluding any benefits attributable
 to contributions by Employees, rollover contributions and assets
 transferred from a qualified plan not maintained by the Employer.  For
 purposes of applying the limitations of Article XIII, a benefit payable in
 any form other than a straight-life annuity shall, except as hereinafter
 provided, be adjusted to a straight-life annuity using the mortality table
 specified in Section 12.3(b)(ii) and an interest assumption of 5% or the
 rate specified in Section 26.11 for determining Actuarial Equivalence,
 whichever is greater; provided, however, effective for Limitation Years
 beginning in 1995, the interest rate specified in Section 12.3(b)(i) shall
 be substituted for 5% for purposes of adjusting any form of benefit subject
 to Section 417(e)(3) of the Code.  No actuarial adjustment shall be made,
 however, for (i) the value of a qualified joint and survivor annuity (as
 defined in Section 10.5), (ii) the value of benefits that are not directly
 related to retirement benefits (such as qualified disability benefits, pre-
 retirement death benefits and post-retirement medical benefits) and (iii)
 the value of post-retirement cost of living increases, if any, made in
 accordance with Section 415(d) of the Code and Section 1.415-3(c)(2)(iii)
 of the Treasury Regulations.
 
      1.5  "Annuity Starting Date" shall mean the first day of the first
 month for which an amount is payable as an annuity or, in the case of an
 optional lump sum benefit, the first day on which such lump sum is payable.
 
      1.6  "Average Annual Compensation" shall mean a Participant's annual
 Compensation averaged over the sixty (60) consecutive calendar months of
 his or her employment for which such average is the highest during the one
 hundred and twenty (120) consecutive calendar month period immediately
 prior to the date as of which such Participant's Average Annual
 Compensation is to be determined.  If a Participant has fewer than sixty
 (60) calendar months of employment during such period, such average shall
 be taken over all of his or her calendar months of employment.  Any
 calendar month during such sixty (60) consecutive month averaging period
 (or during all calendar months of employment, if shorter) in which a
 Participant receives no Compensation shall be disregarded in determining
 his or her Average Annual Compensation. 
 
      Effective July 1, 1992, the Average Annual Compensation of a disabled
 Participant who meets the applicable conditions set forth in Section 5.4
 shall be determined based on the assumption that such Participant's rate of
 Compensation during the Plan Year immediately preceding commencement of his
 or her disability continued during the period of such disability.
 
      1.7  "Beneficiary" shall mean the person or persons designated by a
 Participant as provided in Section 9.3 to receive any death benefits
 payable under the Plan following the death of a Participant.
 
  <PAGE>
      1.8  "Board of Directors" shall mean the Board of Directors of
 Hannaford Bros. Co. or any corporation into which Hannaford Bros. Co. may
 be merged or consolidated.
 
      1.9  "Break in Service" shall have the meaning set forth in subsection
 (a), (b) or (c) below, whichever is applicable:
 
           (a)  In the case of an hourly Employee other than a Driver
      Employee or any full-time Employee of Progressive Distributors, Inc.
      who is employed as a truck driver, the term "Break in Service" with
      regard to Plan Years commencing prior to January 1, 1980, shall have
      the meaning under the terms of the Plan as in effect on December 31,
      1979, and with regard to Plan Years commencing on or after January 1,
      1980, shall mean a Plan Year in which such an Employee is not credited
      with more than four hundred and thirty-five (435) Hours of Service on
      account of any one or more of the following:
 
                (i)    discharge from employment;
 
                (ii)   voluntary termination of employment;
 
                (iii)  failure to return to the employ of an Affiliated
           Employer prior to the expiration of the period entitling such
           Employee to reemployment rights under the Federal Selective
           Service Act or any federal law promulgated to supersede such law
           after military service in the Armed Forces of the United States;
 
                (iv)   failure to return to the employ of an Affiliated
           Employer upon the expiration of any period of absence due to
           sickness, accident or disability for which such an Employee is
           entitled to receive benefits under any welfare plan sponsored by
           an Affiliated Employer; or
 
                (v)    failure to return to the employ of an Affiliated
           Employer when recalled following a temporary period of layoff for
           a period not to exceed twelve (12) months.
 
           (b)  In the case of a Driver Employee or any full-time Employee
      of Progressive Distributors, Inc. who is employed as a truck driver,
      the term "Break in Service" with regard to Plan Years commencing prior
      to January 1, 1983, shall have the meaning applicable to other hourly
      Employees in accordance with subsection (a) of this Section and with
      regard to Plan Years commencing on or after January 1, 1983, shall
      have the meaning applicable to salaried and salaried nonexempt
      Employees in accordance with subsection (c) of this Section.
 
  <PAGE>
           (c)  In the case of a salaried or salaried nonexempt Employee,
      the term "Break in Service" shall mean a Plan Year in which such an
      Employee is not credited with more than five hundred (500) Hours of
      Service on account of any one or more of the reasons set forth in
      paragraphs (i) through (v) of subsection (a) of this Section.
 
      1.10  "Code" shall mean the Internal Revenue Code of 1986, as amended.
 
      1.11  "Compensation" shall mean the basic compensation paid, before
 any reduction pursuant to a deferral election under a Code Section 401(k)
 plan or a benefit election under a Code Section 125 plan sponsored by an
 Employer, to a Participant by an Employer, including compensation for
 incentive hours and excluding reimbursements or other expense allowances,
 fringe benefits (cash and noncash), moving expenses, deferred compensation,
 welfare benefits, unguaranteed overtime pay, bonuses and other irregular
 payments.
 
      Notwithstanding the preceding sentence to the contrary, for benefits
 accruing in Plan Years beginning on or after January 1, 1989, the annual
 Compensation of any Participant in excess of Two Hundred Thousand Dollars
 ($200,000), or such higher amount as the Secretary of the Treasury may
 prescribe, shall not be taken into account under the Plan; and for benefits
 accruing in Plan Years beginning on or after January 1, 1994, the annual
 Compensation of any Participant in excess of One Hundred Fifty Thousand
 Dollars ($150,000), or such higher amount as the Secretary of the Treasury
 may prescribe, shall not be taken into account under the Plan. In the event
 Compensation is determined for a period which contains fewer than twelve
 (12) calendar months, the annual Compensation limit shall be an amount
 equal to the annual Compensation limit for the calendar year in which the
 period begins multiplied by a fraction, the numerator of which is the
 number of calendar months in the period and the denominator of which is
 twelve (12). For purposes of the annual Compensation limit, any
 Compensation paid to a Participant who is the spouse or a lineal descendant
 (who has not attained age nineteen (19) by the close of the Plan Year) of a
 Participant who is a Five Percent Owner or one of the ten (10) highly
 compensated employees (within the meaning of Section 414(q) of the Code)
 paid the highest compensation (as defined in Section 13.7) for the Plan
 Year shall be treated as paid to or on behalf of such Five Percent Owner or
 highly compensated employee. If the annual Compensation limit is exceeded
 as a result of the application of the preceding sentence, then (except for
 purposes of determining the portion of Compensation not in excess of
 Covered Compensation) the limitation shall be prorated among the affected
 Participants' Compensation, as determined prior to the application of the
 annual Compensation limit.
 
      The rules of this paragraph are effective January 1, 1994.  If the
 Secretary of the Treasury increases the annual Compensation limit for a
 calendar year, the increased limit shall apply to any period beginning in 
 
  <PAGE>
 such calendar year over which Compensation is determined ("determination
 period"). If Compensation for a prior determination period is taken into
 account for a determination period beginning on or after January 1, 1994,
 such Compensation shall be subject to the annual Compensation limit
 (determined under this Section) in effect for such prior determination
 period. For purposes of this paragraph, the annual Compensation limit is
 $150,000 for determination periods beginning before January 1, 1994.
 
      Effective January 1, 1994, the Accrued Benefit of a Section 401(a)(17)
 Participant shall be equal to the greater of:
 
           (a)  the Participant's Accrued Benefit as of the date such
       benefit is determined; or
 
           (b)  the sum of:
 
                (i)  the Participant's Accrued Benefit based on his or her
           Average Annual Compensation, Covered Compensation and Years of
           Benefit Service as of December 31, 1993, determined under the
           terms of the Plan in effect on that date; and
 
                (ii)  the Participant's Accrued Benefit (disregarding Years
           of Benefit Service prior to January 1, 1994) as of the date such
           benefit is determined.
 
 "Section 401(a)(17) Participant" means a Participant whose Accrued Benefit
 determined on or after January 1, 1994, is based on annual Compensation for
 a period beginning before that date in excess of One Hundred Fifty Thousand
 Dollars ($150,000). In the event the Plan is amended after January 1, 1994,
 to add an optional form of benefit (within the meaning of Treasury
 Regulation Section 1.401(a)(4)-4(e)), such benefit, if subsidized, shall
 not be available to a Section 401(a)(17) Participant.
 
      1.12  "Covered Compensation" shall mean, with respect to any
 Participant for a Plan Year, the average (without indexing) of the Taxable
 Wage Bases in effect for each calendar year during the thirty-five (35)
 year period ending with the last day of the calendar year in which the
 Participant attains (or will attain) Social Security Retirement Age.
 
      In determining a Participant's Covered Compensation for a Plan Year,
 the Taxable Wage Base in effect for all calendar years beginning after the
 first day of the Plan Year is assumed to be the same as the Taxable Wage
 Base in effect as of the beginning of the Plan Year.
 
      A Participant's Covered Compensation for a Plan Year after the thirty-
 five (35) year period described above is the Participant's Covered
 Compensation for the Plan Year during which such period ends.  A 
 
  <PAGE>
 Participant's Covered Compensation for a Plan Year before the thirty-five
 (35) year period described above is the Taxable Wage Base in effect as of
 the beginning of the Plan Year.
 
      1.13  "Determination Date" shall mean, with respect to any Plan Year,
 the last day of the preceding Plan Year or, in the case of the first Plan
 Year, the last day of such Plan Year.
 
      1.14  "Driver Employee" shall mean an Employee who is employed as a
 truck driver by Hannaford Bros. Co. or any subsidiary thereof.
 
      1.15  "Driver Participant" shall mean a Participant who, as of the
 date of his or her retirement or separation from service, is a Driver
 Employee.
 
      1.16  "Effective Date" of this Amendment and Restatement shall mean
 January 1, 1998, except as otherwise specifically provided.
 
      1.17  "Eligibility Computation Period" shall mean the initial twelve
 (12) consecutive month period beginning with the date on which an Employee
 first performs an Hour of Service and thereafter each Plan Year commencing
 with the Plan Year which includes the first anniversary of the Employee's
 Employment Commencement Date.
 
      In the case of an hourly Employee other than a Driver Employee or any
 full-time Employee of Progressive Distributors, Inc. who is employed as a
 truck driver,  if such an Employee is credited with the number of Hours of
 Service determined in accordance with (a) or (b) below, whichever is
 applicable, in his or her initial Eligibility Computation Period and in the
 Plan Year which includes the first anniversary of his or her Employment
 Commencement Date, he or she shall be credited with two (2) Years of
 Participation Service:
 
           (a)  with regard to initial Eligibility Computation Periods and
      Plan Years commencing on or after January 1, 1980, eight hundred and
      seventy (870) Hours of Service; and
 
           (b)  with regard to initial Eligibility Computation Periods and
      Plan Years commencing before January 1, 1980, one thousand (1,000)
      Hours of Service.
 
      In the case of a Driver Employee or any full-time Employee of
 Progressive Distributors, Inc. who is employed as a truck driver, if such
 an Employee is credited with the number of Hours of Service determined in
 accordance with (a), (b), or (c) below, whichever is applicable, in his or
 her initial Eligibility Computation Period and in the Plan Year which 
 
  <PAGE>
 includes the first anniversary of his or her Employment Commencement Date,
 he or she shall be credited with two (2) Years of Participation Service:
 
           (a)  with regard to initial Eligibility Computation Periods and
      Plan Years commencing on or after January 1, 1983, one thousand
      (1,000) Hours of Service;
 
           (b)  with regard to initial Eligibility Computation Periods and
      Plan Years commencing on or after January 1, 1980, but prior to
      January 1, 1983, eight hundred and seventy (870) Hours of Service; and
 
           (c)  with regard to initial Eligibility Computation Periods and
      Plan Years commencing before January 1, 1980, one thousand (1,000)
      Hours of Service.
 
      In the case of a salaried or salaried nonexempt Employee, if such an
 Employee is credited with one thousand (1,000) Hours of Service in both his
 or her initial Eligibility Computation Period and the Plan Year which
 includes the first anniversary of his or her Employment Commencement Date,
 he or she shall be credited with two (2) Years of Participation Service.
 
      In measuring completion of a Year of Participation Service upon an
 Employee's return after a Break in Service, the term "Eligibility
 Computation Period" shall mean the twelve (12) consecutive month period
 beginning on the Employee's Reemployment Commencement Date and, where
 necessary, Plan Years beginning with the Plan Year which includes the first
 anniversary of the Employee's Reemployment Commencement Date.
 
      1.18  "Employee" shall mean any individual employed by an Employer,
 excluding Leased Employees and, prior to January 1, 1998, any individual
 employed in a state south of New York.
 
      1.19  "Employer" shall mean Hannaford Bros. Co. or any other
 corporation which has adopted the Plan with the consent of the Board of
 Directors, and "Employers" shall mean Hannaford Bros. Co. and each such
 other corporation.  If an Employer is a member of a group of employers
 which constitutes a controlled group of corporations (as defined in Section
 414(b) of the Code), trades or businesses (whether or not incorporated)
 under common control (as defined in Section 414(c) of the Code) or an
 affiliated service group (as defined in Section 414(m) of the Code), all
 such employers shall be considered a single employer to the extent required
 by Sections 414(b), 414(c), 414(m) and 414(o) of the Code.  For purposes of
 applying the limitations of Article XIII, Section 414(b) and 414(c) of the
 Code shall be applied with the modification provided by Section 415(h).
 
      1.20  "Employment Commencement Date" shall mean the first day for
 which an Employee is entitled to be credited with an Hour of Service.
 
  <PAGE>
      1.21  "ERISA" means the Employee Retirement Income Security Act of
 1974, as amended from time to time.
 
      1.22  "Finance Committee" shall mean the Finance Committee of the
 Board of Directors.
 
      1.23  "Five Percent Owner" shall mean:
 
            (a)  if the Employer is a corporation, any person who owns (or
      is considered as owning within the meaning of Section 318 of the Code)
      more than five percent (5%) of the outstanding stock of the
      corporation or stock possessing more than five percent (5%) of the
      total combined voting power of all stock of the corporation; or
 
            (b)  if the Employer is not a corporation, any person who owns
      more than five percent (5%) of the capital or profits interest in the
      Employer.
 
      1.24  "Highest Average Compensation" shall mean the average of a
 Participant's compensation (as defined in Section 13.7) for the period of
 three (3) consecutive calendar years (or, the actual number of the
 Participant's consecutive years of employment if the Participant has been
 employed for less than three (3) consecutive calendar years) during which
 the Participant was both an active Participant in the Plan and had the
 greatest aggregate compensation (as defined in Section 13.7) from the
 Employer.
 
      1.25  "Hour of Service" shall have the meaning set forth in subsection
 (a),(b), or (c) below, whichever is applicable:
 
           (a)  In the case of an hourly Employee other than a Driver
      Employee or any full-time Employee of Progressive Distributors, Inc.
      who is employed as a truck driver, the term "Hour of Service":
 
                     (i)  with regard to Plan Years commencing prior to
                January 1, 1980, shall mean an Hour of Service under the
                terms of the Plan as in effect on December 31, 1979;
 
                     (ii)  with regard to Plan Years commencing on or after
                January 1, 1981, shall mean, for purposes of computing Years
                of Participation Service, Years of Vesting Service and
                Suspension Service (aa) each hour for which such an Employee
                is paid, or entitled to payment, by an Affiliated Employer
                for the performance of duties during the applicable
                computation period and (bb) each hour for which back pay,
                irrespective of mitigation of damages, is either awarded or
                agreed to by an Affiliated Employer, provided the same Hours
 
  <PAGE>
                of Service shall not be credited both under this clause (bb)
                and the preceding clause (aa); and shall mean, for purposes
                of computing Years of Benefit Service, (aa) each hour for
                which such an Employee is paid, or entitled to payment, by
                an Employer for the performance of duties during the
                applicable computation period and (bb) each hour for which
                back pay, irrespective of mitigation of damages, is either
                awarded or agreed to by an Employer, provided the same Hours
                of Service shall not be credited both under this clause (bb)
                and the immediately preceding clause (aa).
 
                     (iii)  with regard to the Plan Year commencing January
                1, 1980, shall have the meaning set forth in (i) or (ii)
                above, whichever results in such an Employee being credited
                with the greater number of Hours of Service during such Plan
                Year;
 
                      (iv)  with regard to any Plan Year in which such an
                Employee sustains one or more injuries as a result of which
                he or she is incapacitated for work and entitled to
                compensation under applicable workers compensation laws,
                such Employee shall, except for computing Years of Benefit
                Service, be credited with four hundred and thirty-six (436)
                additional Hours of Service if such Plan Year commenced on
                or after January 1, 1980, or five hundred and one (501)
                additional Hours of Service if such Plan Year commenced
                before January 1, 1980, unless such Employee is otherwise
                credited with at least eight hundred and seventy (870) Hours
                of Service in such Plan Year if such Plan Year commenced on
                or after January 1, 1980, or at least one thousand (1,000)
                Hours of Service in such Plan Year if such Plan Year
                commenced before January 1, 1980.  If an Employee is not
                credited with additional Hours of Service in the Plan Year
                in which he or she sustains one or more such injuries by
                reason of the number of Hours of Service otherwise credited
                to him or her during such year and if such Employee's
                incapacity to work continues into the next succeeding Plan
                Year, he or she shall, with respect to such succeeding Plan
                Year, be credited, except for computing Years of Benefit
                Service, with four hundred and thirty-six (436) additional
                Hours of Service if such Plan Year commenced on or after
                January 1, 1980, or five hundred and one (501) additional
                Hours of Service if such Plan Year commenced before
                January 1, 1980; provided, in no event shall more than four
                hundred and thirty-six (436) additional Hours of Service be
                credited pursuant to this paragraph in any Plan Year
                commencing on or after January 1, 1980, or five hundred and
                one (501) additional Hours of Service in any Plan Year
                commencing before January 1, 1980; or
 
  <PAGE>
                (b)  In the case of a Driver Employee or any full-time
           Employee of Progressive Distributors, Inc. who is employed as a
           truck driver, the term "Hour of Service":
 
                     (i)  with regard to the Plan Years commencing prior to
                January 1, 1983, shall have the meaning applicable to other
                hourly Employees in accordance with (i), (ii) and (iii) of
                subsection (a) of this Section;
 
                     (ii)  with regard to Plan Years commencing on or after
                January 1, 1983, shall have the meaning applicable to
                salaried and salaried nonexempt Employees in accordance with
               (i), (ii), and (iii) of subsection (c) of this Section;
 
                     (iii)  with regard to any Plan Year in which a Driver
                Employee sustains one or more injuries as a result of which
                he or she is incapacitated for work and entitled to
                compensation under applicable workers compensation laws,
                such Driver Employee, shall, except for computing Years of
                Benefit Service, be credited with five hundred and one (501)
                additional Hours of Service if such Plan Year commenced
                before January 1, 1980, or on or after January 1, 1983, or
                four hundred and thirty-six (436) Hours of Service if such
                Plan Year commenced on or after January 1, 1980, but before
                January 1, 1983, unless such Employee is otherwise credited
                with at least one thousand (1,000) Hours of Service in such
                Plan Year if such Plan Year commenced before January 1,
                1980, or on or after January 1, 1983, or eight hundred and
                seventy (870) Hours of Service in such Plan Year if such
                Plan Year commenced on or after January 1, 1980, but before
                January 1, 1983.  If a Driver Employee is not credited with
                additional Hours of Service in the Plan Year in which he or
                she sustains one or more injuries by reason of the number of
                Hours of Service otherwise credited to him or her during
                such year and if such Driver Employee's incapacity to work
                continues into the next succeeding Plan Year, he or she
                shall, with respect to such succeeding Plan Year, be
                credited, except for computing Years of Benefit Service,
                with five hundred and one (501) Hours of Service if such
                Plan Year commenced before January 1, 1980, or on or after
                January 1, 1983, or four hundred and thirty (436) Hours of
                Service if such Plan Year commenced on or after January 1,
                1980, but before January 1, 1983; provided, in no event
                shall more than five hundred and one (501) additional Hours
                of Service be credited pursuant to this paragraph in any
                Plan Year commencing before January 1, 1980, or on or after
 
  <PAGE>
                January 1, 1983, or four hundred and thirty-six (436)
                additional Hours of Service in any Plan Year commencing on
                or after January 1, 1980, but before January 1, 1983; or
 
                (c)  In the case of a salaried or salaried nonexempt
           Employee, the term "Hour of Service":
 
                     (i)  for purposes of computing Years of Participation
                Service, Years of Vesting Service and Suspension Service
                shall mean each hour for which such an Employee is paid, or
                entitled to payment, by an Affiliated Employer for the
                performance of duties during the applicable computation
                period and, for purposes of computing Years of Benefit
                Service, shall mean each hour for which such an Employee is
                paid or entitled to payment by an Employer for the
                performance of duties during the applicable computation
                period;
 
                     (ii)  for purposes of computing Years of Participation
                Service, Years of Vesting Service and Suspension Service
                shall mean each hour for which such an Employee is paid, or
                entitled to payment, directly or indirectly, by an
                Affiliated Employer on account of time during which no
                duties are performed (irrespective of whether the employment
                relationship has terminated) due to vacation, holiday,
                illness, incapacity (including disability), layoff, jury
                duty, military duty or leave of absence, and for purposes of
                computing Years of Benefit Service, shall mean each hour for
                which such an Employee is paid, or entitled to payment, by
                an Employer on account of time during which no duties are
                performed (irrespective of whether the employment
                relationship has terminated) due to vacation, holiday,
                illness, incapacity (including disability), layoff, jury
                duty, military duty or leave of absence.  Notwithstanding
                anything contained in this subsection (c) to the contrary
                (1) no more than five hundred and one (501) Hours of Service
                shall be credited under this subsection (c) to such an
                Employee on account of any single continuous period during
                which such an Employee performs no duties (whether or not
                such period occurs in a single computation period), (2) no
                Hours of Service shall be credited if payment is made or due
                under a plan maintained solely for the purpose of complying
                with unemployment compensation or disability insurance laws,
                and (3) no Hours of Service shall be credited if payment is
                made solely to reimburse such an Employee for medical or
                medically related expenses incurred by such an Employee;
 
  <PAGE>
                     (iii)  for purposes of computing Years of Participation
                Service, Years of Vesting Service and Suspension Service
                shall mean each hour for which back pay, irrespective of
                mitigation of damages, is either awarded or agreed to by an
                Affiliated Employer, and for purposes of computing Years of
                Benefit Service, shall mean each hour for which back pay,
                irrespective of mitigation of damages, is either awarded or
                agreed to by an Employer;
 
                     (iv)  with regard to any period during which an
                Employee sustains one or more injuries as a result of which
                he or she is incapacitated for work and entitled to
                compensation under applicable workers' compensation laws,
                such Employee shall, except for computing Years of Benefit
                Service, be credited with five hundred and one (501)
                additional Hours of Service unless such Employee is
                otherwise credited with at least one thousand (1,000) Hours
                of Service in such Plan Year.  If such an Employee is not
                credited with additional Hours of Service in the Plan Year
                in which he or she sustains one or more injuries by reason
                of the number of Hours of Service otherwise credited to him
                or her during such year and such Employee's incapacity to
                work continues into the next succeeding Plan Year, he or she
                shall, with respect to such succeeding Plan Year, be
                credited, except for computing Years of Benefit Service,
                with five hundred and one (501) additional Hours of Service;
                provided, in no event shall more than five hundred and one
                (501) additional Hours of Service be credited pursuant to
                this paragraph in any Plan Year.
 
      In determining the number of Hours of Service to be credited to any
 Employee, the provisions of 29 CFR Sections 2530.200b-2(b) and 2(c) are
 incorporated herein by reference.
 
      Each Employee who is absent from work for any period (i) by reason of
 the pregnancy of the Employee, (ii) by reason of the birth of a child of
 the Employee, (iii) by reason of the placement of a child with the Employee
 in connection with the adoption of the child by the Employee or (iv) for
 purposes of caring for such child for a period beginning immediately
 following such birth or placement shall, solely for purposes of determining
 whether such Employee has incurred a Break in Service, be credited with the
 Hours of Service which would normally have been credited to such Employee
 but for such absence or, if such Hours of Service cannot be determined,
 eight (8) Hours of Service for each day of such absence; provided the total
 number of Hours of Service credited in accordance with this paragraph on
 account of such absence shall not exceed five hundred and one (501).  The
 Hours of Service described in this paragraph shall be credited in the 
 
  <PAGE>
 computation period in which the absence begins, if the Employee would be
 prevented from incurring a Break in Service in such year solely because the
 Employee is credited with such Hours of Service or, in all other cases, in
 the immediately following computation period.  The same hours shall not be
 credited under both subsection (a), (b) or (c) and this paragraph.
 
      In the case of any salaried or salaried nonexempt Employee or, with
 respect to service after December 31, 1982, any Driver Employee or any
 full-time Employee of Progressive Distributors, Inc. who is employed as a
 truck driver, such an Employee shall be credited with forty-five (45) Hours
 of Service for each week for which such Employee is required to be credited
 with at least one (1) Hour of Service in accordance with paragraphs (i),
 (ii), or (iii) of subsection (c) of this Section or in accordance with
 paragraph (ii) of subsection (b) of this Section.
 
      A disabled Employee who meets the applicable conditions set forth in
 Section 5.4 shall be credited with the number of Hours of Service for which
 he or she regularly would have been scheduled to work, based upon his or
 her work schedule immediately prior to becoming disabled, during the period
 he or she is so disabled; provided such disability continues until his or
 her Normal Retirement Date, or the date the disabled Employee is reemployed
 by an Affiliated Employer immediately following such disability.  If a
 disabled Employee is not reemployed by an Affiliated Employer immediately
 following such disability, and such disability did not continue until his
 or her Normal Retirement Date, then no Hours of Service shall be credited
 pursuant to this paragraph.
 
      1.26 "Individual Medical Account" shall mean an "individual medical
 benefit account" as defined in Section 415(l) of the Code.
 
      1.27 "Investment Manager" shall mean any fiduciary (other than the
 Trustee or a named fiduciary as defined in Section 402(a)(2) of ERISA):
 
           (a)  who is appointed by the Finance Committee to manage,
      acquire, or dispose of all or any portion of the Trust Fund;
 
           (b)  who (i) is registered as an investment adviser under the
      Investment Advisers Act of 1940; (ii) is a bank, as defined in said
      Act; or (iii) is an insurance company qualified to manage, acquire, or
      dispose of all or any portion of the Trust Fund under the laws of more
      than one State; and
 
           (c)  who has acknowledged, in writing, that he or she is a
      fiduciary with respect to the Plan.
 
      1.28  "Key Employee" shall mean any Employee or former Employee (and
 the Beneficiary of such Employee) who at any time during the Plan Year or
 the four (4) preceding Plan Years is:
 
  <PAGE>
           (a)  an officer of an Employer having annual compensation (within
      the meaning of Section 13.7) greater than fifty percent (50%) of the
      amount in effect under Section 415(b)(1)(A) of the Code for any such
      Plan Year, but in no event shall more than fifty (50) Employees (or,
      if less, the greater of three (3) or ten percent (10%) of all
      Employees) be treated as Key Employees by reason of being officers;
 
           (b)  a person owning (or considered as owning within the meaning
      of Section 318 of the Code) more than a one-half percent (0.5%)
      interest, as well as one of the ten (10) largest interests in the
      Employer and having annual compensation (within the meaning of Section
      13.7) from an Employer of more than the limitation in effect under
      Section 415(c)(1)(A) of the Code for any such Plan Year;
 
           (c)  a Five Percent Owner;
 
           (d)  a person who has annual compensation (as defined in Section
      13.7) from an Employer of more than One Hundred and Fifty Thousand
      Dollars ($150,000) and who would be described in (c) above if one
      percent (1%) was substituted for five percent (5%).
 
      The determination of who is a Key Employee shall be made in accordance
 with Section 416(i)(1) of the Code and the regulations thereunder, the
 provisions of which are incorporated herein by reference.
 
      1.29  "Leased Employee" shall mean any person who is not an Employee
 and who provides services to the Employer if:
 
           (a)  such services are provided pursuant to an agreement between
 the Employer and any leasing organization;
 
           (b)  such person has performed such services for the Employer (or
 for the Employer and any related person within the meaning of Section
 144(a)(3) of the Code) on a substantially full-time basis for a period of
 at least one (1) year; and
 
           (c)  such services are of a type historically performed, in the
 business field of the Employer, by employees.
 
      1.30  "Limitation Year" shall mean the calendar year or any other
 twelve (12) consecutive month period designated by the Board of Directors
 pursuant to a written resolution.  In the event the Limitation Year is
 changed, the new limitation year shall begin within the Limitation Year in
 which such change is effective.
 
      1.31  "Non-Key Employee" shall mean any Employee who is not a Key
 Employee.
 
  <PAGE>
      1.32  "Participant" shall mean an Employee who participates in the
 Plan.
 
      1.33  "Permissive Aggregation Group" shall mean each qualified
 retirement plan of an Employer which is included in a Required Aggregation
 Group and any other qualified retirement plan or plans of the Employer
 which, when considered as a group with the Required Aggregation Group,
 continues to satisfy the requirements of Sections 401(a)(4) and 410 of the
 Code.
 
      1.34  "Plan" shall mean the Hannaford Bros. Co. Employees' Retirement
 Plan.
 
      1.35  "Plan Year" shall mean the twelve (12) consecutive month period
 ending December 31.
 
      1.36  "Projected Annual Benefit" shall mean the Annual Benefit to
 which a Participant would be entitled under the Plan assuming:
 
            (a)  the Participant continues employment with an Employer until
      the Normal Retirement Date; and
 
            (b)  the Participant's Compensation for the current Limitation
      Year and all other relevant factors used to determine benefits under
      the Plan remain constant for all future Limitation Years.
 
      1.37  "Reemployment Commencement Date" shall mean the first day for
 which an Employee is entitled to be credited with an Hour of Service after
 the first Eligibility Computation Period in which the Employee incurs a
 Break in Service following an Eligibility Computation Period in which the
 Employee is credited with more than the number of Hours of Service
 determined in accordance with subsection (a), (b), or (c) below, whichever
 is applicable:
 
            (a)  In the case of an hourly Employee other than a Driver
      Employee or any full-time Employee of Progressive Distributors, Inc.
      who is employed as a truck driver:
 
                 (i)  with regard to Eligibility Computation Periods
            commencing on or after January 1, 1980, four hundred and thirty-
            five (435) Hours of Service; and
 
                 (ii)  with regard to Eligibility Computation Periods
            commencing before January 1, 1980, five hundred (500) Hours of
            Service.
 
  <PAGE>
            (b)  In the case of a Driver Employee or any full-time Employee
      of Progressive Distributors, Inc. who is employed as a truck driver:
 
                 (i)  with regard to Eligibility Computation Periods
            commencing on or after January 1, 1983, five hundred (500) Hours
            of Service;
 
                 (ii)  with regard to Eligibility Computation Periods
            commencing on or after January 1, 1980, but before January 1,
            1983, four hundred and thirty-five (435) Hours of Service; and
 
                 (iii)  with regard to Eligibility Computation Periods
            commencing before January 1, 1980, five hundred (500) Hours of
            Service.
 
            (c)  In the case of a salaried or salaried nonexempt Employee,
      five hundred (500) Hours of Service.
 
      In the case of an Employee who is credited with no Hours of Service in
 an Eligibility Computation Period beginning after the Employee's
 Reemployment Commencement Date, the Employee shall be treated as having a
 new Reemployment Commencement Date as of the first day for which the
 Employee is entitled to be credited with an Hour of Service after such
 Eligibility Computation Period.
 
      1.38  "Required Aggregation Group" shall mean each qualified
 retirement plan (whether or not terminated) of an Employer in which a Key
 Employee is a participant and each other qualified retirement plan of the
 Employer which enables any plan of the Employer in which a Key Employee is
 a participant to meet the requirements of Sections 401(a)(4) or 410 of the
 Code.
 
      1.39  "Retirement Committee" shall mean the committee appointed by the
 Board of Directors in accordance with Section 19.1.
 
      1.40  "Social Security Retirement Age" shall mean --
 
            (a)  with respect to a Participant born prior to 1938, age
      sixty-five (65);
 
            (b)  with respect to a Participant born after 1937 and prior to
      1955, age sixty-six (66); and
 
            (c)  with respect to a Participant born after 1954, age sixty-
      seven (67).
 
  <PAGE>
      1.41  "Suspension Service" shall mean employment of a Participant by
 an Employer as set forth in subsection (a) or (b) below, whichever is
 applicable:
 
            (a)  with respect to employment prior to January 1, 1988, the
      meaning given such term under the Plan as amended and restated,
      effective January 1, 1985; and
 
            (b)  with respect to employment on or after January 1, 1988 --
 
                 (i) in the case of an hourly Participant other than a
            Driver Participant or any Participant employed as a truck driver
            by Progressive Distributors, Inc., during each calendar month in
            which such Participant, during the four (4) or five (5) week
            payroll period ending in such month is credited, in the
            aggregate, with seventy-two (72) or more Hours of Service as
            defined in Section 1.25;
 
                 (ii)  in the case of a Driver Participant or any
            Participant employed as a truck driver by Progressive
            Distributors, Inc., during each calendar month in which such
            Participant receives payment for Hours of Service (as defined in
            Section 1.25(b)(ii)) performed on each of eight (8) or more days
            in such month; and
 
                 (iii)  in the case of a salaried or salaried nonexempt
            Participant, during each calendar month in which such
            Participant receives payment for Hours of Service (as defined in
            Section 1.25(c)) performed on each of eight (8) or more days in
            such month.  
 
      1.42  "Taxable Wage Base" shall mean the contribution and benefit base
 in effect under Section 230 of the Social Security Act (42 U.S.C. Section
 430) at the beginning of the Plan Year.
 
      1.43  "Terminated Driver Participant" shall mean a Driver Participant
 who ceases to be employed by an Affiliated Employer and is no longer
 employed by any Affiliated Employer prior to his or her Normal Retirement
 Date for any reason other than early retirement in accordance with Section
 6.01 or death.
 
      1.44  "Termination of Employment Date" shall mean the day on which an
 Employee ceases to be employed by an Affiliated Employer and is no longer
 employed by any Affiliated Employer for any reason other than retirement or
 death.
 
  <PAGE>
      1.45  "Terminated Participant" shall mean a Participant who ceases to
 be employed by an Affiliated Employer and is no longer employed by any
 Affiliated Employer prior to his or her Normal Retirement Date for any
 reason other than early retirement in accordance with Section 6.1 or death.
 
      1.46  "Terminated Warehouse Participant" shall mean a Warehouse
 Participant who ceases to be employed by an Affiliated Employer and is no
 longer employed by any Affiliated Employer prior to his or her Normal
 Retirement Date for any reason other than early retirement in accordance
 with Section 6.1 or death.
 
      1.47  "Top Heavy" shall mean, with respect to any Plan Year beginning
 after December 31, 1983, that, as of the Determination Date:
 
            (a)  the Top Heavy Ratio for the Plan exceeds sixty percent
      (60%), if the Plan is not included in a Required Aggregation Group; or
 
            (b)  the Top Heavy Ratio for the Required Aggregation Group
      which includes the Plan exceeds sixty percent (60%), if the Plan is
      included in a Required Aggregation Group, but is not included in a
      Permissive Aggregation Group.
 
      1.48  "Top Heavy Ratio" shall mean:
 
            (a)  if the Plan is not included in a Required Aggregation
      Group, a fraction, the numerator of which is the sum of the present
      values of Accrued Benefits of Key Employees under the Plan and the
      denominator of which is the sum of the present values of Accrued
      Benefits of all Participants under the Plan; or 
 
           (b)  if the Plan is included in a Required Aggregation Group or a
      Permissive Aggregation Group, a fraction, the numerator of which is
      the sum of the account balances of Key Employees under all defined
      contribution plans included in such group and the present values of
      the accrued benefits of Key Employees under all defined benefit plans
      included in such group and the denominator of which is the sum of the
      account balances of all Participants under all defined contribution
      plans included in such group and the present values of the accrued
      benefits of all Participants under all defined benefit plans included
      in such group.
 
      The present value of accrued benefits under the Plan and under each
 other plan with which it is aggregated shall be determined, in accordance
 with the provisions of Section 416(g) of the Code and the regulations
 thereunder which are incorporated herein by reference, as of the plan's
 most recent valuation date that falls within or ends with the twelve (12)
 month period ending on the plan's Determination Date.  When aggregating 
 
  <PAGE>
 plans (i) the present value of accrued benefits shall be determined
 separately for each plan as of each plan's most recent valuation date that
 falls within or ends with said period and (ii) the present value of accrued
 benefits shall be calculated with reference to the Determination Dates that
 fall within the same calendar year.  The valuation date for the Plan is
 January 1 which is the same date used for computing its costs for minimum
 funding purposes.
 
      In determining the Top Heavy Ratio for any Plan Year, if an individual
 is a Non-Key Employee with respect to the Plan or with respect to any other
 plan which is included in the same Required Aggregation Group or Permissive
 Aggregation Group as the Plan, but was a Key Employee with respect to the
 Plan or such other plan for any prior plan year, any account balance or
 accrued benefit for such individual shall not be taken into account.
 
      In addition, effective for Plan Years beginning after December 31,
 1984, any account balance or accrued benefit of any individual who has not
 performed services for the Employer at any time during the five (5) year
 period ending on the Determination Date shall not be taken into account;
 provided, however, if such individual subsequently performs services for
 the Employer, his or her account balance or accrued benefit shall be taken
 into account, as required by Treasury regulations, in a subsequent Plan
 Year.
 
       1.49  "Trust" shall mean the Hannaford Bros. Co. Employees'
 Retirement Trust, maintained in accordance with the Plan.
 
      1.50  "Trustee" shall mean the bank, trust company or individuals
 appointed by the Finance Committee to serve as the trustee of the Trust. 
 
      1.51  "Trust Fund" shall mean the property held in trust for the
 benefit of Participants and their Beneficiaries.
 
      1.52  "Warehouse Employee" shall mean an Employee who is employed by
 Hannaford Bros. Co. or any subsidiary thereof at its Distribution Center in
 Scarborough, Maine, and whose employment is governed by a collective
 bargaining agreement.
 
      1.53  "Warehouse Participant" shall mean a Participant who, as of the
 date of his or her retirement or separation from service, is a Warehouse
 Employee.
 
      1.54  "Welfare Benefit Fund" shall mean a "welfare benefit fund" as
 defined in Section 419(e) of the Code.
 
      1.55  "Year of Benefit Service" shall, except as hereinafter provided,
 have the meaning set forth in subsection (a), (b) or (c) below, whichever
 is applicable:
 
  <PAGE>
            (a)  In the case of an hourly Employee other than a Driver
      Employee or any full-time Employee of Progressive Distributors, Inc.
      who is employed as a truck driver, the term "Year of Benefit Service"
      with regard to Plan Years commencing prior to January 1, 1980, shall
      mean a "Year of Benefit Service" under the terms of the Plan as in
      effect on December 31, 1979, and with regard to Plan Years commencing
      on or after January 1, 1980, shall mean a Plan Year in which such an
      Employee is credited with eight hundred and seventy (870) or more
      Hours of Service, excluding:
 
                 (i)  in the case of such an Employee who does not have any
            nonforfeitable right to an Accrued Benefit, his or her Years of
            Benefit Service before any Break in Service if the Employee's
            Years of Vesting Service are excluded under Section 1.57(d); or
 
                 (ii)  in the case of such an Employee who receives an
            optional lump sum benefit in accordance with Section 11.1 or
            11.2, all or such lesser portion of his or her Years of Benefit
            Service in accordance with the provisions of Article XVI.
 
            (b)  In the case of a Driver Employee or any full-time Employee
      of Progressive Distributors, Inc. who is employed as a truck driver,
      the term "Year of Benefit Service" shall:
 
                 (i)  with respect to Plan Years commencing prior to 
           January 1, 1983, have the meaning applicable to other hourly
           Employees in accordance with subsection (a) of this Section; and
 
                 (ii)  with respect to Plan Years commencing on or after
           January 1, 1983, have the meaning applicable to salaried and
           salaried nonexempt Employees in accordance with subsection (c) of
           this Section; or
 
           (c)  In the case of a salaried or salaried nonexempt Employee,
      the term "Year of Benefit Service" shall mean a Plan Year in which
      such an Employee is credited with one thousand (1,000) or more Hours
      of Service, excluding:
 
                (i)  in the case of such an Employee who does not have any
           nonforfeitable right to an Accrued Benefit, his or her Years of
           Benefit Service before any Break in Service if the Employee's     
       Years of Vesting Service are excluded under Section 1.57(d); or
 
                (ii)  in the case of such an Employee who receives an
          optional lump sum benefit in accordance with Section 11.1 or
          11.2 all or such lesser portion of his or her Years of Benefit
          Service in accordance with the provisions of Article XVI.
 
  <PAGE>
      In the case of an Employee whose employment by Hannaford Bros. Co.
 terminated by reason of the sale of the Milbridge store, the term "Year of
 Benefit Service" shall mean for the 1991 Plan Year that such Employee is
 credited with four hundred (400) or more Hours of Service, if an hourly
 Employee, or four hundred sixty (460) or more Hours of Service, if a
 salaried or salaried nonexempt Employee.  In the case of an Employee whose
 employment with Wellby Super Drug Stores, Inc. terminated by reason of the
 sale of assets to Rite Aid Corporation, the term "Year of Benefit Service"
 shall mean for the 1992 Plan Year that such Employee is credited with three
 hundred sixty-eight (368) or more Hours of Service, if an hourly Employee,
 or four hundred twenty-three (423) or more Hours of Service, if a salaried
 or salaried nonexempt Employee.
 
      1.56  "Year of Participation Service" shall have the meaning set forth
 in subsection (a), (b), or (c) below, whichever is applicable:
 
            (a)  In the case of an hourly Employee other than a Driver
      Employee or any full-time Employee of Progressive Distributors, Inc.
      who is employed as a truck driver, the term "Year of Participation
      Service" with regard to Eligibility Computation Periods commencing
      before January 1, 1980, shall mean a "Year of Participation Service"
      under the terms of the Plan as in effect on December 31, 1979, and
      with regard to Eligibility Computation Periods commencing on or after
      January 1, 1980, shall mean an Eligibility Computation Period in which
      such an Employee is credited with eight hundred and seventy (870) or
      more Hours of Service; or
 
            (b)  In the case of a Driver Employee or any full-time Employee
      of Progressive Distributors, Inc. who is employed as a truck driver,
      the term "Year of Participation Service" shall:
 
                 (i)  with respect Eligibility Computation Periods
            commencing prior to January 1, 1983, have the same meaning
            applicable to other hourly Employees in accordance with
            subsection (a) of this Section; and
 
                 (ii)  with respect to Eligibility Computation Periods
            commencing on or after January 1, 1983, have the meaning
            applicable to salaried and salaried nonexempt Employees in
            accordance with subsection (c) of this Section; or 
 
            (c)  In the case of a salaried or salaried nonexempt Employee,
      the term "Year of Participation Service" shall mean an Eligibility
      Computation Period in which such an Employee is credited with one
      thousand (1,000) or more Hours of Service.
 
      1.57  "Year of Vesting Service" shall, except as hereinafter provided,
 have the meaning set forth in subsection (a), (b) or (c) below, whichever
 is applicable:
 
  <PAGE>
            (a)  In the case of an hourly Employee other than a Driver
      Employee or any full-time Employee of Progressive Distributors, Inc.
      who is employed as a truck driver, the term "Year of Vesting Service"
      with regard to Plan Years commencing prior to January 1, 1980, shall
      mean a "Year of Vesting Service" under the terms of the Plan as in
      effect on December 31, 1979, and with regard to Plan Years commencing
      on or after January 1, 1980, shall mean a Plan Year in which such an
      Employee is credited with eight hundred and seventy (870) or more
      Hours of Service, excluding, in the case of such an Employee who does
      not have any nonforfeitable right to an Accrued Benefit, his or her
      Years of Vesting Service before any Break in Service, in accordance
      with subsection (d) of this Section;
 
            (b)  In the case of a Driver Employee or any full-time Employee
      of Progressive Distributors, Inc. who is employed as a truck driver,
      the term "Year of Vesting Service" shall:
 
                 (i)  with respect to Plan Years commencing prior to January
           1, 1983, have the meaning applicable to other hourly Employees in
           accordance with subsection (a) of this Section; and
 
                 (ii)  with respect to Plan Years commencing on or after
           January 1, 1983, have the meaning applicable to salaried and
           salaried nonexempt Employees in accordance with subsection (c) of
           this Section; or
 
           (c)  In the case of a salaried or salaried nonexempt Employee,
      the term "Year of Vesting Service" shall mean a Plan Year in which
      such an Employee is credited with one thousand (1,000) or more Hours
      of Service, excluding, in the case of such an Employee who does not
      have any nonforfeitable right to an Accrued Benefit, his or her Years
      of Benefit Service before any Break in Service, in accordance with
      subsection (d) of this Section.
 
           (d)  In the case of an Employee who does not have any
      nonforfeitable right to an Accrued Benefit, his or her Years of
      Vesting Service before a Break in Service shall be excluded if:
 
                (i)  the number of his or her consecutive Breaks in Service
           as of the earlier of his or her Reemployment Commencement Date or
           December 31, 1984, equals or exceeds the aggregate number of his
           or her Years of Vesting Service before such break, or
 
                (ii)  the number of his or her consecutive Breaks in Service
           as of his or her Reemployment Commencement Date equals or exceeds
           the greater of five (5) or the aggregate number of his or her
           Years of Vesting Service before such break.
 
  <PAGE>
      In the case of an Employee whose employment by Hannaford Bros. Co.
 terminated by reason of the sale of the Milbridge store, the term "Year of
 Vesting Service" shall mean for the 1991 Plan Year that such Employee is
 credited with four hundred (400) or more Hours of Service, if an hourly
 Employee, or four hundred sixty (460) or more Hours of Service, if a
 salaried or salaried nonexempt Employee.  In the case of an Employee whose
 employment with Wellby Super Drug Stores, Inc. terminated by reason of the
 sale of assets to Rite Aid Corporation, the term "Year of Vesting Service"
 shall mean for the 1992 Plan Year that such Employee is credited with three
 hundred sixty-eight (368) or more Hours of Service, if an hourly Employee,
 or four hundred twenty-three (423) or more Hours of Service, if a salaried
 or salaried nonexempt Employee.
 
 
                                  ARTICLE II
                                 PARTICIPATION
 
      2.1  DATE OF PARTICIPATION.  Each Employee who is a Participant on the
 Effective Date shall continue to participate in the Plan in accordance with
 its terms.  Each Employee who commenced employment with an Employer on or
 before December 31, 1987, after attaining age sixty (60) and who satisfied
 the minimum service requirements set forth in Section 2.2 as of December
 31, 1987, shall commence participation on January 1, 1988, provided he or
 she is credited with at least one (1) Hour of Service after December 31,
 1987.  Each other Employee who satisfied the minimum age and service
 requirements specified in Section 2.2 on or before June 30, 1993, shall
 commence participation in the Plan on the first day of the calendar month
 following the date on which such Employee first satisfies such requirements
 unless such Employee separates from service and does not return prior to
 such commencement date.  Each other Employee who satisfies the minimum age
 and service requirements specified in Section 2.2 shall commence
 participation in the Plan on the earlier of the first day of the Plan Year
 or the first day of the seventh month of the Plan Year coinciding with or
 next following the date on which such Employee first satisfies such
 requirements unless such Employee separates from service and does not
 return prior to such commencement date. 
 
      An Employee who separates from service after satisfying the
 requirements of Section 2.2, but before he or she commences participation
 in the Plan shall commence participation in the Plan immediately upon the
 later of his or her reemployment date, or his or her participation
 commencement date before separating from service, unless the number of his
 or her consecutive Breaks in Service after his or her Reemployment
 Commencement Date equals or exceeds five (5), in which event he or she
 shall be considered a new Employee.
 
  <PAGE>
      2.2  PARTICIPATION REQUIREMENTS.  Effective January 1, 1988, each
 Employee who has attained age twenty-one (21) and who has completed one (1)
 Year of Participation Service shall be eligible to participate in the Plan.
 
      2.3  TRANSFERS AMONG AFFILIATED EMPLOYERS.  In the event an employee
 of an Affiliated Employer that has not adopted the Plan is transferred to
 an Affiliated Employer that has adopted the Plan, he or she shall become a
 Participant and thereby commence to accrue benefits under the Plan
 effective as of the latest of the following dates:
 
           (a)  the first day of the calendar month following the date on
      which he or she meets the requirements of Section 2.2, taking into
      account his or her prior service with Affiliated Employers; or
 
           (b)  the date he or she is transferred to an Affiliated Employer
      that has adopted the Plan.
 
      A Participant who is transferred to an Affiliated Employer that has
 not adopted the Plan shall cease to accrue any further benefits under the
 Plan effective as of the date his or her employment is transferred; service
 with such Affiliated Employer shall, however, be taken into account in
 determining the Participant's Years of Vesting Service.
 
      2.4  REEMPLOYED FORMER PARTICIPANT.  If a former Participant who has a
 nonforfeitable right to his or her Accrued Benefit returns to the employ of
 the Employer, such former Participant shall resume participation as of his
 or her Reemployment Commencement Date.  A former Participant who does not
 have a nonforfeitable right to his or her Accrued Benefit shall resume
 participation as of his or her Reemployment Commencement Date unless the
 number of his or her consecutive Breaks in Service as of his or her
 Reemployment Commencement Date equals or exceeds five (5), in which event
 he or she shall be considered a new Employee.
 
 
                              ARTICLE III
                           RETIREMENT DATES
 
      3.1  NORMAL RETIREMENT DATE.  Except as hereinafter provided,
 effective January 1, 1988, the Normal Retirement Date of each Participant
 shall be the later of the date he or she attains age 65 or the fifth
 anniversary of his or her Employment Commencement Date.  The Normal
 Retirement Date of each Driver Participant hired before January 1, 1995,
 and each Warehouse Participant shall be the date he or she attains age 62. 
 
  <PAGE>
      3.2  EARLY RETIREMENT DATE.  Effective January 1, 1989, a Participant
 who has attained age fifty-five (55) and completed five (5) Years of
 Vesting Service may retire at any time prior to his or her Normal
 Retirement Date.  The date of such Participant's actual early retirement
 shall be referred to as his or her "Early Retirement Date."
 
      3.3  DEFERRED RETIREMENT DATE.  A Participant who does not retire on
 his or her Normal Retirement  Date may retire at any time thereafter.  The
 date on which he or she retires or is deemed to have retired shall be
 referred to as his or her "Deferred Retirement Date."
 
 
                                 ARTICLE IV
                              BENEFIT FORMULAS
 
      4.1  BENEFITS FOR PARTICIPANTS OTHER THAN CERTAIN WAREHOUSE AND DRIVER
 PARTICIPANTS.  Effective January 1, 1998, the benefits payable to or in
 respect of Participants other than Warehouse Participants shall be
 determined as follows:
 
           (a)  CASH BALANCE ACCOUNT.  Solely for purposes of determining
      the amount of retirement or death benefits payable under the Plan,
      each Participant's benefit shall be expressed as an account ("Cash
      Balance Account" or "Account").  Each Cash Balance Account shall be
      adjusted in accordance with subsection (b) to reflect Contribution
      Credits and in accordance with subsection (c) to reflect Interest
      Credits.  No separate account shall be established or maintained under
      this Plan, and no Participant shall have a claim to any specific Trust
      Fund assets.
 
            The opening Account balance of an Employee who is a Participant
      on December 31, 1997, shall equal the present value of the
      Participant's December 31, 1997, accrued benefit, determined as of
      such date, based on the interest rate and mortality table set forth in
      Section 12.3(b).  A Participant's "December 31, 1997, accrued benefit"
      shall mean his or her Accrued Benefit as of September 30, 1997,
      modified by imputing Compensation and Hours of Service from October 1,
      1997, through December 31, 1997, based on the Participant's actual
      Compensation and Hours of Service from October 1, 1996, through
      December 31, 1996. 
 
  <PAGE>
           The opening Account balance of an Employee who is a Participant
      on January 1, 1998, shall, to the extent such balance is attributable
      to benefits accrued under the prior benefit formula, be increased in
      accordance with the following table:
 
            AGE             INCREASE               AGE            INCREASE
 
        65 and over             0%                  44                66%
             64                 6%                  43                60%
             63                12%                  42                54%
             62                18%                  41                48%
             61                24%                  40                42%
             60                30%                  39                36%
             59                36%                  38                30%
             58                42%                  37                24%
             57                48%                  36                18%
             56                54%                  35                12%
             55                60%                  34                 6%
             54                69%               33 and under          0%
           45-53               62%
 
 
      "Prior benefit formula" shall mean the benefit formula in effect on
      December 31, 1997, under Section 4.1 of the Plan.
 
           The opening Account balance of a former Participant who
      terminated employment prior to January 1, 1998, and who is reemployed
      by an Employer on or after such date shall be established as of
      December 31, 1997, based on the Participant's Accrued Benefit as of
      such date, taking into account the Break in Service rules under
      Section 1.57(d) and the repayment rules under Section 16.1.
 
           The Account balance of a former Participant who does not have a
      nonforfeitable right to his or her Accrued Benefit and who terminates
      employment after December 31, 1997, shall be restored with Interest
      Credits from his or her Termination of Employment Date, unless the
      number of his or her consecutive Breaks in Service as of his or her
      Reemployment Commencement Date equals or exceeds five (5).
 
           The opening Account balance of a Warehouse Participant who
      transfers employment, after January 1, 1998, to a position that is not
      governed by a collective bargaining agreement shall equal the present
      value of his or her Accrued Benefit as of the date of transfer, based
      on the interest rate and mortality table set forth in Section 12.3(b).
 
  <PAGE>
           (b)  CONTRIBUTION CREDIT.  At the end of each month, the Cash
      Balance Account of each Participant shall be credited with an amount
      ("Contribution Credit") equal to three percent (3%) of the
      Participant's Compensation for such month.  The Cash Balance Account
      of an Employee whose service with an Employer is terminated on account
      of a nonwork-related disability for which he or she receives Social
      Security disability income benefits shall be credited with
      Contribution Credits, based upon his or her monthly rate of
      Compensation immediately preceding commencement of his or her
      disability, for the period during which such disability income
      benefits continue.
 
           (c)  INTEREST CREDIT.  Interest shall be credited monthly on the
      beginning Account balance of each Participant ("Interest Credit") at
      one-twelfth (1/12) of the following rate:  the yield on one-year
      Treasury Constant Maturities as reported in the Federal Reserve
      Bulletin on the last business day of October of the preceding Plan
      Year plus one-half of one percent (0.50%).
 
           (d)  NORMAL RETIREMENT BENEFIT.  A Participant who retires or is
      deemed to retire on his or her Normal Retirement Date shall be
      entitled to receive a monthly retirement benefit ("Normal Retirement
      Benefit") equal to one-twelfth (1/12) of the amount determined by
      converting his or her Account balance as of the end of the month
      preceding the Annuity Starting Date to a life annuity, based on the
      factors set forth in Section 12.3(b).
 
           The Normal Retirement Benefit of a Participant who retires or is
      deemed to retire after December 31, 1997, shall not be less than the
      Participant's Accrued Benefit, payable in the normal form, determined
      in accordance with the terms of the Plan as in effect on such date.
 
           (e)  EARLY RETIREMENT BENEFIT.  A Participant who retires on an
      Early Retirement Date shall be entitled to receive a monthly
      retirement benefit ("Early Retirement Benefit") equal to his or her
      Accrued Benefit as of such date, reduced using the interest rate and
      mortality table set forth in Section 12.3(b), for commencement prior
      to Normal Retirement Date.
 
           The Early Retirement Benefit of a Participant who retires after
      December 31, 1997, shall not be less than the Participant's Accrued
      Benefit, payable in the normal form and reduced for early commencement
      of payment, determined in accordance with the terms of the Plan as in
      effect on such date.
 
            (f)  DEFERRED RETIREMENT BENEFIT.  A Participant who retires or
      is deemed to retire on a Deferred Retirement Date shall be entitled to
 
  <PAGE>
      receive a monthly retirement benefit ("Deferred Retirement Benefit")
      equal to his or her Accrued Benefit as of such date.
 
           The Deferred Retirement Benefit of a Participant who retires
      after December 31, 1997, shall not be less than the Participant's
      Accrued Benefit, payable in the normal form, determined in accordance
      with the term of the Plan as in effect on such date.
 
           (g)  VESTED BENEFIT.  A Terminated Participant who is credited
      with at least five (5) Years of Vesting Service on his or her
      Termination of Employment Date shall be entitled to receive a monthly
      retirement benefit ("Vested Benefit") equal to his or her Accrued
      Benefit as of such date, reduced using the interest rate and mortality
      table set forth in Section 12.3(b), for commencement prior to Normal
      Retirement Date.
 
           The Vested Benefit of a Participant who terminates employment
      after December 31, 1997, shall not be less than the Participant's
      Vested Benefit, payable in the normal form and reduced for early
      commencement of payment, determined in accordance with the terms of
      the Plan as in effect on such date.
 
      4.2  BENEFITS FOR CERTAIN WAREHOUSE PARTICIPANTS. The benefits payable
 to or in respect of Warehouse Participants who retire or separate from
 service before March 20, 1994, shall be determined in accordance with the
 terms of the Plan as in effect on the date of each such Participant's
 retirement or separation from service.
 
           (a)  The benefits payable to or in respect of Warehouse
      Participants who retire or separate from service on or after February
      17, 1996, shall be determined as follows:
 
                (i)  Normal Retirement Benefit.  A Warehouse Participant who
           retires or is deemed to retire on his or her Normal Retirement
           Date shall be entitled to receive a monthly retirement benefit
           ("Normal Retirement Benefit") equal to the amount determined by
           multiplying the number of such Warehouse Participant's Years of
           Benefit Service determined as of his or her Normal Retirement
           Date by Thirty Dollars ($30.00).
 
                (ii)  Early Retirement Benefit.  A Warehouse Participant who
           retires on an Early Retirement Date shall be entitled to receive
           a monthly retirement benefit ("Early Retirement Benefit") equal
           to the amount determined by multiplying the number of such
           Warehouse Participant's Years of Benefit Service determined as of
           his or her Early Retirement Date by Thirty Dollars ($30.00).
 
  <PAGE>
                The amount determined in accordance with this subsection
           (ii) shall be reduced by 0.5952 of 1% for each month by which the
           commencement of such Warehouse Participant's Early Retirement
           Benefit precedes the first day of the month coinciding with or
           next following his or her Normal Retirement Date.
 
                (iii)  Deferred Retirement Benefit.  A Warehouse Participant
           who retires or is deemed to retire on a Deferred Retirement Date
           shall be entitled to receive a monthly retirement benefit
           ("Deferred Retirement Benefit") equal to the amount determined by
           multiplying the number of such Warehouse Participant's Years of
           Benefit Service determined as of his or her Deferred Retirement
           Date by Thirty Dollars ($30.00).
 
                (iv)  Vested Benefit.  Effective January 1, 1989, a
           Terminated Warehouse Participant who is credited with at least
           five (5) Years of Vesting Service shall be entitled to a monthly
           retirement benefit ("Vested Benefit") equal to the amount
           determined by multiplying the number of such Warehouse
           Participant's Years of Benefit Service determined as of his or
           her Termination of Employment Date by Thirty Dollars ($30.00).
 
                The amount determined in accordance with this subsection
           (iv) shall be reduced by 0.5952 of 1% for each month by which the
           commencement of such Warehouse Participant's Vested Benefit
           precedes the first day of the month coinciding with or next
           following his or her Normal Retirement Date.
 
           (b)  Notwithstanding the preceding to the contrary, the benefits
      payable to or in respect of a Warehouse Participant who retires or
      separate from service shall not be less than his or her Accrued
      Benefit determined in accordance with the terms of the Plan as in
      effect on April 10, 1982, based upon his or her Years of Benefit
      Service and Average Annual Compensation as of such date.
 
      4.3  EMPLOYMENT TRANSFERS.  If a benefit is payable to or in respect
 of a Participant whose employment status has changed to or from that of a
 Warehouse Employee or to or from that of a Driver Employee, such benefit
 shall not be less than the benefit which would have been payable to such
 Participant if he or she had retired or terminated employment on the date
 of such change and deferred payment of his or her Accrued Benefit as of
 such date until the date payment of his or her benefit commences.
 
  <PAGE>
                                   ARTICLE V
                     RETIREMENT AT NORMAL RETIREMENT DATE
 
      5.1  NORMAL RETIREMENT BENEFIT.  A  Participant who retires or is
 deemed to retire  on his or her Normal Retirement Date shall be entitled to
 receive a Normal Retirement Benefit determined as of such date in
 accordance with Section 4.1 or 4.2.  A Participant who continues in the
 employ of the Employer after his or her Normal Retirement Date may elect to
 receive a monthly retirement benefit in accordance with this Article and,
 as a result of such election, shall be deemed to have retired on his or her
 Normal Retirement Date.  Such Participant shall continue to accrue a
 benefit in accordance with Section 7.1 with respect to employment after his
 or her Normal Retirement Date.
 
      5.2  FORM OF NORMAL RETIREMENT BENEFIT.  Effective January 1, 1989,
 except as provided in Section 5.3, a Participant's Normal Retirement
 Benefit shall be an annuity, payable monthly for life, commencing with the
 first day of the month coinciding with or next following his or her Normal
 Retirement Date and ending with the monthly payment preceding the
 Participant's death.  If a Driver Participant or a Warehouse Participant
 dies after his or her Normal Retirement Benefit commences in accordance
 with this Section 5.2 and prior to receiving retirement benefit payments
 equal to sixty (60) times his or her monthly Normal Retirement Benefit, his
 or her Beneficiary shall receive a death benefit equal to sixty (60) times
 the last monthly benefit paid to such Participant reduced by the total
 amount of benefits paid to such Participant.  Such death benefit shall be
 paid in a lump sum unless the Beneficiary requests payment in the form of
 an annuity.
 
      5.3  QUALIFIED JOINT AND SURVIVOR ANNUITY.  If a Participant is
 legally married on the date on which his or her Normal Retirement Benefit
 commences, such benefit shall be paid in the form of a qualified joint and
 survivor annuity described in Section 10.5 unless the Participant elects in
 writing during the election period described in Section 10.1 not to receive
 his or her Normal Retirement Benefit in the form of a qualified joint and
 survivor annuity and the Participant's spouse consents to such election
 within the time and in the manner set forth in Section 10.6.
 
      5.4  DISABILITY BENEFIT.  Effective July 1, 1992, an Employee other
 than a Warehouse Employee whose service with an Employer is terminated on
 account of a nonwork-related disability for which he or she receives Social
 Security disability income benefits shall be entitled to receive a Normal
 Retirement Benefit, provided such disability and such disability income
 benefits continue at least until the Employee's Normal Retirement Date.
 
  <PAGE>
                              ARTICLE VI
                    RETIREMENT AT EARLY RETIREMENT DATE
 
      6.1  EARLY RETIREMENT BENEFIT.  A Participant who retires on an Early
 Retirement Date shall be entitled to receive an Early Retirement Benefit
 determined as of such date in accordance with Section 4.1 or 4.2.
 
      6.2  FORM OF EARLY RETIREMENT BENEFIT.  Effective January 1, 1989,
 except as provided in Section 6.3, a Participant's Early Retirement Benefit
 shall be an annuity, payable monthly for life, commencing at the election
 of the Participant, with the first day of the month coinciding with or next
 following his or her Early Retirement Date or the first day of any month
 thereafter prior to his or her Normal Retirement Date and ending with the
 monthly payment preceding the Participant's death.  If a Driver Participant
 or a Warehouse Participant dies after his or her Early Retirement Benefit
 commences in accordance with this Section 6.2 and prior to receiving
 retirement benefit payments equal to sixty (60) times his or her monthly
 Early Retirement Benefit, his or her Beneficiary shall receive a death
 benefit equal to sixty (60) times the last monthly benefit paid to such
 Participant reduced by the total amount of benefits paid to such
 Participant.  Such death benefit shall be paid in a lump sum unless the
 Beneficiary requests payment in the form of an annuity.
 
      6.3  QUALIFIED JOINT AND SURVIVOR ANNUITY.  If a Participant is
 legally married on the date on which his or her Early Retirement Benefit
 commences, such benefit shall be paid in the form of a qualified joint and
 survivor annuity described in Section 10.5 unless the Participant elects in
 writing during the election period described in Section 10.1 not to receive
 his or her Early Retirement Benefit in the form of a qualified joint and
 survivor annuity and the Participant's spouse consents to such election
 within the time and in the manner set forth in Section 10.6.
 
 
                                  ARTICLE VII
                    RETIREMENT AT DEFERRED RETIREMENT DATE
 
      7.1  DEFERRED RETIREMENT BENEFIT.  A Participant who retires or is
 deemed to retire on a Deferred Retirement Date shall be entitled to receive
 a Deferred Retirement Benefit determined in accordance with Section 4.1 or
 4.2.  A Participant who continues in the employ of the Employer after his
 or her Normal Retirement Date may elect to receive a monthly retirement
 benefit in accordance with this Article and, as a result of such election,
 shall be deemed to have retired on a Deferred Retirement Date.  Such
 Participant shall continue to accrue a benefit in accordance with the 
 
  <PAGE>
 Normal Retirement Benefit formula with respect to each Plan Year after his
 or her Normal Retirement Date; provided, however, that such accrual shall
 be reduced by the Actuarial Equivalent of the payments received by the
 Participant by the close of the Plan Year.  Further, if such payments are
 not made in the normal form described in Section 7.2 and the total amount
 of such payments received by the Participant after his or her Normal
 Retirement Date exceeds the total amount of such payments the Participant
 would have received if payments had been made in the normal form, only the
 amount that would have been paid in the normal form shall be taken into
 account for purposes of the reduction required by this Section.  In no
 event, however, shall the Participant's Accrued Benefit as of any Plan Year
 be less than his or her Accrued Benefit for the prior Plan Year,
 actuarially increased in accordance with Code Section        .
 
      Any additional retirement benefit payable with respect to a
 Participant as a result of accrual of a benefit after the Participant's
 deemed retirement date shall commence, in the form such Participant's
 retirement benefit is being paid, on the first day of the month coinciding
 with or next following the Participant's actual retirement date.  In the
 event a Participant dies before payment of such additional benefit
 commences, any death benefit payable with respect to the Participant shall
 be adjusted, as may be required under the applicable provisions of the
 Plan, to take into account such additional benefits.
 
      7.2  FORM OF DEFERRED RETIREMENT BENEFIT.  Effective January 1, 1989,
 except as provided in Section 7.3, a Participant's Deferred Retirement
 Benefit shall be an annuity, payable monthly for life, commencing with the
 first day of the month coinciding with or next following the earlier of:
 
           (a)  his or her Deferred Retirement Date; or 
 
           (b)  April 1 following the calendar year in which the Participant
      attains age seventy and one-half (70 1/2), if required under Section
      26.3; 
 
 and ending with the monthly payment preceding the Participant's death.  If
 a Driver Participant or a Warehouse Participant dies after his or her
 Deferred Retirement Benefit commences in accordance with this Section 7.2
 and prior to receiving retirement benefit payments equal to sixty (60)
 times his or her monthly Deferred Retirement Benefit, his or her
 Beneficiary shall receive a death benefit equal to sixty (60) times the
 last monthly benefit paid to such Participant reduced by the total amount
 of benefits paid to such Participant.  Such death benefit shall be paid in
 a lump sum unless the Beneficiary requests payment in the form of an
 annuity.
 
  <PAGE>
      7.3  QUALIFIED JOINT AND SURVIVOR ANNUITY.  If a Participant is
 legally married on the date on which his or her Deferred Retirement Benefit
 commences, such benefit shall be paid in the form of a qualified joint and
 survivor annuity described in Section 10.5 unless the Participant elects in
 writing during the election period described in Section 10.1 not to receive
 his or her Deferred Retirement Benefit in the form of a qualified joint and
 survivor annuity and the Participant's spouse consents to such election
 within the time and in the manner set forth in Section 10.6.
 
 
                                  ARTICLE VIII 
                           TERMINATION OF EMPLOYMENT
 
      8.1  TERMINATION OF EMPLOYMENT.  There are no benefits payable under
 the Plan if a Participant's employment ceases prior to his or her Normal
 Retirement Date unless (a) the Participant is eligible to elect early
 retirement in accordance with Section 6.2, (b) the Participant is entitled
 to receive a Normal Retirement Benefit in accordance with Section 5.4, (c)
 a death benefit is payable with respect to such Participant in accordance
 with Article IX, or (d) the Participant meets the requirements of Section
 8.2.
 
     8.2  VESTED BENEFIT.  Effective January 1, 1989, if a Terminated
 Participant, a Terminated Warehouse Participant, or a Terminated Driver
 Participant is credited with at least five (5) Years of Vesting Service at
 his or her Termination of Employment Date, he or she shall be entitled to
 receive a Vested Benefit determined as of his or her Termination of
 Employment Date in accordance with Section 4.1 or 4.2.
 
      8.3  FORM OF BENEFIT.  Effective January 1, 1989, except as provided
 in Section 8.4, a Terminated Participant's Vested Benefit, a Terminated
 Warehouse Participant's Vested Benefit and a Terminated Driver
 Participant's Vested Benefit shall be an annuity, payable monthly for life,
 commencing at the election of such Participant with the first day of any
 month coinciding with or next following his or her fifty-fifth (55th)
 birthday, but prior to his or her Normal Retirement Date, and ending with
 the monthly payment preceding the death of such Participant.  If a
 Terminated Warehouse Participant or a Terminated Driver Participant dies
 after his or her Vested Benefit commences in accordance with this Section
 8.3 and prior to receiving benefit payments equal to sixty (60) times his
 or her monthly Vested Benefit, his or her Beneficiary shall receive a death
 benefit equal to sixty (60) times the last monthly benefit paid to such
 Participant reduced by the total amount of benefits paid to such
 Participant.  Such death benefit shall be paid in a lump sum unless the
 Beneficiary requests payment in the form of an annuity.
 
  <PAGE>
      8.4  QUALIFIED JOINT AND SURVIVOR ANNUITY.  If a Terminated
 Participant, a Terminated Warehouse Participant or a Terminated Driver
 Participant is legally married on the date on which his or her Vested
 Benefit commences, such benefit shall be paid in the form of a qualified
 joint and survivor annuity described in Section 10.5 unless such
 Participant elects in writing during the election period described in
 Section 10.1 not to receive his or her Vested Benefit in the form of a
 qualified joint and survivor annuity and the Participant's spouse consents
 to such election within the time and in the manner set forth in Section
 10.6.
 
      8.5  FORFEITURES.  A Terminated Participant who is not credited with
 five (5) Years of Vesting Service as of his or her Termination of
 Employment Date shall, solely for purposes of determining the date as of
 which he or she shall forfeit his or her Accrued Benefit, be deemed to have
 received a lump sum payment of such Accrued Benefit as of his or her
 Termination of Employment Date.  Such Terminated Participant shall forfeit
 his or her Accrued Benefit as of such date; provided, however, that such
 forfeiture shall be restored if the Participant is reemployed by the
 Employer prior to incurring five (5) consecutive Breaks in Service.
 
 
                               ARTICLE IX
                             DEATH BENEFITS
 
      9.1  DEATH BEFORE ANNUITY STARTING DATE.  In the event of the death of
 a Participant, other than a Warehouse Participant, before his or her
 Annuity Starting Date, the Participant's Account balance as of the end of
 the month before the Annuity Starting Date shall be paid in the form of a
 lump sum to his or her surviving spouse or, in the case of an unmarried
 Participant, designated beneficiary.  Notwithstanding the preceding
 sentence to the contrary, if the Account balance exceeds $3,500 as of the
 date distribution is to commence (or the date of any prior distribution)
 the surviving spouse or designated beneficiary may elect payment in the
 form of a life annuity.  Payment of the death benefit shall, with the
 consent of the surviving spouse or designated beneficiary, be made or
 commence as soon as practicable following the date of death.
 
      A death benefit with respect to any Warehouse Participant shall be
 payable as follows:
 
           (a)  If a Warehouse Participant dies while in the employ of an
      Employer, or while on an authorized leave of absence from service with
      an Employer, then:
 
  <PAGE>
                (i)  If such Participant has not attained age fifty-five
           (55) and is survived by a spouse to whom he or she has been
           legally married for a period of at least one (1) year, his or her
           surviving spouse shall be entitled to receive a death benefit in
           an amount equal to the greater of the following:
 
                     (1)  two percent (2%) of such Participant's Average
                Annual Compensation determined as of the date of his or her
                death, multiplied by the number of his or her Years of
                Benefit Service determined as of such date, up to a maximum
                of twenty-five (25) years; or 
 
                     (2)  the Actuarial Equivalent value as of the date of
                distribution of the benefit such spouse would have received
                if the Participant had terminated employment on the date of
                death, had survived to age fifty-five (55), had commenced
                receiving benefits under a qualified joint and survivor
                annuity described in Section 10.5, and had died the next
                day;
 
                and in the case of any other Participant, the amount set
                forth in subsection (2) above of this Section.
 
           Such death benefit shall be in the form of an annuity, computed
           on an Actuarially Equivalent basis and payable monthly for the
           life of the surviving spouse and, with the consent of such
           spouse, shall commence with the first day of the month following
           the month in which the Participant dies; unless such surviving
           spouse elects in writing to be paid in a lump sum, in which case
           such death benefit shall be paid in a lump sum as soon as
           practicable following receipt by the Retirement Committee of such
           written election.
 
                (ii)  If such Participant has attained age fifty-five (55)
           and is survived by a spouse to whom he or she has been legally
           married for a period of at least one (1) year, his or her
           surviving spouse shall be entitled to receive a death benefit in
           an amount equal to the greater of the following:
 
                     (1)  the benefit such spouse would have received if the
                Participant had retired on the day before his or her death,
                had elected a Contingent Annuitant Option under Section 11.3
                with one hundred percent (100%) continued to the Contingent
                Annuitant, had named his or her spouse as the Contingent
                Annuitant and had commenced receiving benefits; or 
 
                     (2)  Ten Dollars ($10) a month.
 
  <PAGE>
                Such death benefit shall be in the form of an annuity,
                payable monthly for the life of the surviving spouse and,
                with the consent of such spouse, shall commence on the first
                day of the month following the month in which the
                Participant dies; unless such surviving spouse elects in
                writing to be paid in a lump sum, in which case such death
                benefit shall be paid in a lump sum as soon as practicable
                following receipt by the Retirement Committee of such
                written election.
 
                (iii)  If such Participant is not survived by a spouse to
           whom he or she has been legally married for a period of at least
           one (1) year, his or her Beneficiary or surviving spouse, as the
           case may be, shall be entitled to receive a death benefit in an
           amount equal to two percent (2%) of such Participant's Average
           Annual Compensation determined as of the date of his or her
           death, multiplied by the number of his or her Years of Benefit
           Service determined as of such date, up to a maximum of twenty-
           five (25) years.  Such death benefit shall be in the form of an
           annuity, payable monthly for the life of the Beneficiary or
           surviving spouse and, with the consent of such person, shall
           commence on the first day of the month following the month in
           which the Participant dies; unless such person elects in writing
           to be paid in a lump sum, in which case such death benefit shall
           be paid in a lump sum as soon as practicable following receipt by
           the Retirement Committee of such written election.
 
      Such death benefit shall be in the form of an annuity, payable monthly
      for the life of the Beneficiary or surviving spouse and, with the
      consent of such person, shall commence on the first day of the month
      following the month in which the Participant dies; unless such person
      elects in writing to be paid in a lump sum, in which case such death
      benefit shall be paid in a lump sum as soon as practicable following
      receipt by the Retirement Committee of such written election.
 
           (b)  If a Warehouse Participant dies after retiring, the
      following death benefit shall be payable:
 
                (i)  If such Participant is survived by a spouse to whom he
           or she has been legally married for a period of at least one (1)
           year, his or her surviving spouse shall be entitled to receive
           the greater of (1) the death benefit such spouse would have
           received if the Participant had commenced receiving benefits on
           the day before his or her death in the form elected by the
           Participant under Article XI, or (2) the death benefit such
           spouse would have received if the Participant had commenced
           receiving benefits on the day before his or her death under a
           qualified joint and survivor annuity described in Section 10.5;
           or
 
  <PAGE>
                (ii)  If such Participant is not survived by a spouse to
           whom he or she has been legally married for a period of at least
           one (1) year, his or her Beneficiary shall be entitled to receive
           a death benefit equal to sixty (60) times the monthly Early,
           Normal or Deferred Retirement Benefit which would have been paid
           to such Participant.  
 
           Such death benefit shall be paid in a lump sum unless the
           Beneficiary requests payment in the form of an annuity.
 
           (c)  If a Warehouse Participant dies after terminating
      employment, then
 
                (i)  If such Participant has not attained age 55 and is
           survived by a spouse to whom he or she has been legally married
           for a period of at least one year, his or her surviving spouse
           shall be entitled to receive a death benefit in an amount
           determined in accordance with Section 9.1(a)(i).  Such death
           benefit shall be in the form of an annuity, computed on an
           Actuarially Equivalent basis and payable monthly for the life of
           the surviving spouse, commencing with the first day of the month
           following the month in which the Participant dies; unless such
           surviving spouse elects in writing to be paid in a lump sum, in
           which case such death benefit shall be paid in a lump sum as soon
           as practicable following receipt by the Retirement Committee of
           such written election.
 
                (ii)  If such Participant has attained age fifty-five (55)
           and is survived by a spouse to whom he or she has been legally
           married for a period of at least one (1) year, his or her
           surviving spouse shall be entitled to receive the death benefit
           such spouse would have received if the Participant had died while
           in the employ of an Employer, or while on an authorized leave of
           absence from service with an Employer, as provided in Section
           9.1(a)(ii).
 
                (iii)  If such Participant is not survived by a spouse to
           whom he or she has been legally married for a period of at least
           one (1) year, his or her Beneficiary or surviving spouse shall
           receive a death benefit in accordance with Section 9.1(a)(iii).
 
      9.2  DEATH AFTER ANNUITY STARTING DATE.  Upon the death of a
 Participant after his or her Annuity Starting Date, the form in which his
 or her benefit is paid shall determine the amount, if any, and the form of
 death benefit payable with respect to such Participant.
 
  <PAGE>
      9.3  DESIGNATION OF BENEFICIARY.  Each unmarried Participant from time
 to time, by completing and signing a form furnished by the Retirement
 Committee, may designate any person or persons (who may be designated
 concurrently or contingently) to receive benefits which are payable under
 this Plan to his or her Beneficiary upon his or her death.  Each
 Beneficiary designation shall revoke all prior designations by the
 Participant and will be effective only when filed in writing with the
 Retirement Committee during the Participant's lifetime.  If an unmarried
 Participant fails to designate a Beneficiary before his or her death as
 aforesaid, or if the Beneficiary dies before the date of the Participant's
 death, then the benefits which are payable as aforesaid shall be paid in
 such manner as the Retirement Committee may determine to the Participant's
 estate.  An unmarried Participant may change any Beneficiary designation
 without the consent of any Beneficiary.
 
     9.4  QUALIFIED DOMESTIC RELATIONS ORDERS.  The provisions of this
 Article shall be subject to the terms of any qualified domestic relations
 order (as defined in Section 414(p) of the Code) which may be in effect
 with respect to a Participant at the time distribution of the Participant's
 vested Accrued Benefit is to commence; and, the former spouse of a
 Participant shall be treated, under this Article, as such Participant's
 spouse or surviving spouse to the extent required by any qualified domestic
 relations order.
 
 
                                  ARTICLE X
                QUALIFIED JOINT AND SURVIVOR ANNUITY ELECTION
 
      10.1  Election Period.  The election period during which a Participant
 may elect not to receive his or her benefit in the form of a qualified
 joint and survivor annuity as described in Sections 5.3, 6.3, 7.3 and 8.4
 is the ninety (90) day period ending on the Annuity Starting Date;
 provided, however, that (I) if the information described in Section 10.2
 has not been furnished to the Participant on or about the date specified
 therein, the election period will be extended, if necessary, to include the
 ninety (90) day period following the date on which such information is
 furnished to the Participant, and (ii) if the Participant requests the
 additional information described in Section 10.3, the election period shall
 be extended, if necessary, to include the sixty (60) day period following
 the day on which such additional information is personally delivered or
 mailed to the Participant.  In the event the election period is extended,
 the commencement of the Participant's benefit shall be delayed, if
 necessary, until the end of the extended election period, at which time the
 deferred benefits, plus such interest as the Retirement Committee shall
 determine, shall be paid.
 
  <PAGE>
      An election under this Article may be revoked in writing during the
 aforesaid election period, and after such election has been revoked,
 another election may be made during said election period.
 
      10.2  WRITTEN EXPLANATION.  The Retirement Committee shall furnish
 each Participant a written explanation of:
 
           (a)  the terms and conditions of the qualified joint and
      survivor annuity,
 
           (b)  the circumstances in which it will be provided unless the
      Participant has elected not to receive his or her retirement benefit
      in the form of a qualified joint and survivor annuity, 
 
           (c)  the Participant's right to make the election described in
      Section 10.1, 
 
           (d)  the right of the Participant's spouse to consent to the
      election described in Section 10.1, 
 
           (e)  the right to make, and the effect of, a revocation of an
      election under Section 10.1, 
 
           (f)  the relative financial effect on the Participant's benefit
      of such an election, and 
 
           (g)  the availability of the additional information described in
      Section 10.3.  
 
 The written explanation shall be delivered or mailed (first class mail,
 postage prepaid) by such time as to reasonably assure that it will be
 received by the Participant before the earliest date the Participant could
 elect to receive his benefits.
 
      10.3  ADDITIONAL INFORMATION FURNISHED UPON REQUEST.  The Retirement
 Committee shall furnish to a Participant upon receipt of a written request
 within the sixty (60) day period following the date on which the written
 explanation described in Section 10.2 is mailed or personally delivered to
 the Participant, a further written explanation in nontechnical language of
 the terms and conditions of the qualified joint and survivor annuity and
 the financial effect, in terms of dollars per annuity payment, upon the
 particular Participant's benefit of making the election described in
 Section 10.1.  The Retirement Committee need not comply with more than one
 such request made by a particular Participant.  The explanation described
 herein shall be personally delivered or mailed (first class mail, postage
 prepaid) to the Participant within thirty (30) days from the date of the
 Participant's written request.
 
  <PAGE>
      10.4  ELECTION NOT TO RECEIVE QUALIFIED JOINT AND SURVIVOR ANNUITY. 
 In the event a Participant elects not to receive his or her retirement
 benefit in the form of a qualified joint and survivor annuity, his or her
 benefit shall be paid in accordance with Section 5.2, 6.2, 7.2 or 8.3,
 whichever is applicable, unless the Participant has elected an optional
 form of benefit in accordance with Article XI.
 
      10.5  QUALIFIED JOINT AND SURVIVOR ANNUITY.  The qualified joint and
 survivor annuity described in Sections 5.3, 6.3, 7.3 and 8.4 shall be an
 annuity for the life of the Participant with a survivor annuity for the
 life of his or her spouse which is equal to fifty percent (50%) of the
 amount of the annuity payable during the joint lives of the Participant and
 his or her spouse.  Such qualified joint and survivor annuity shall be the
 Actuarial Equivalent of the normal form of life annuity.
 
      10.6  SPOUSAL CONSENT.  An election by a Participant under Section
 10.1 shall not be effective unless the spouse of the Participant consents
 in writing to such election within the applicable election period, and the
 spouse's consent acknowledges the effect of such election and is witnessed
 by a notary public.  A consent by a spouse under this Section shall be
 effective (only with respect to such spouse) upon delivery thereof to the
 Retirement Committee.  A revocation of an election by a Participant under
 Section 10.1 does not require spousal consent.
 
 
                                ARTICLE XI
                         OPTIONAL FORMS OF BENEFITS
 
      11.1  EARLY RETIREMENT BENEFIT - OPTIONAL LUMP SUM.  In lieu of
 receiving an Early Retirement Benefit in the manner described in Section
 6.2 or 6.3, a Participant entitled to an Early Retirement Benefit may, with
 the consent of his or her spouse, if married, elect to receive an optional
 lump sum benefit if he or she commenced employment with an Employer prior
 to January 1, 1981 or, at the time of making such election, he or she is a
 Driver Participant who was hired before January 1, 1995, or a Warehouse
 Participant.  For purposes of the preceding sentence, in determining the
 time when an Employee commenced employment with an Employer, any service
 which is disregarded under Section 1.57 shall not be taken into account. 
 Such election and, if required, spousal consent, shall be effective upon
 delivery of a written instrument to the Retirement Committee within the
 applicable election period described in Section 10.1.  If an electing
 Participant dies prior to his or her Annuity Starting Date, such election
 shall be void, and any death benefit payable with respect to such
 Participant shall be determined in accordance with the applicable 
 
  <PAGE>
 provisions of Article IX.  A Participant who receives a benefit pursuant to
 this Section and is thereafter reemployed by an Employer shall not be
 eligible to receive a further benefit under this Section.
 
      The amount of the optional lump sum benefit for a Driver Participant
 shall be equal to 2% of his or her Average Annual Compensation determined
 as of the earlier of December 31, 1994, or his or her Early Retirement
 Date, multiplied by the number of his or her Years of Benefit Service as of
 such date, not exceeding 25.  The amount of the optional lump sum benefit
 for a Warehouse Participant shall be equal to 2% of his or her Average
 Annual Compensation determined as of his or her Early Retirement Date,
 multiplied by the number of his or her Years of Benefit Service as of such
 date, not exceeding 25.  The amount of the optional lump sum benefit for
 any other eligible Participant shall be equal to 2% of his or her Average
 Annual Compensation determined as of the earlier of December 31, 1988, or
 his or her Early Retirement Date, multiplied by the number of his or her
 Years of Benefit Service as of such date not exceeding 25.
 
      In the event a Participant elects an optional lump sum benefit as
 provided in this Section 11.1 and the present value of his or her Early
 Retirement Benefit exceeds the amount of his or her optional lump sum
 benefit, he or she shall, in addition to his or her optional lump sum
 benefit, be entitled to receive an actuarially reduced Early Retirement
 Benefit.  Such actuarially reduced Early Retirement Benefit shall be paid
 at the time and in the manner which the retired Participant's Early
 Retirement Benefit would have been paid if he or she had not elected an
 optional lump sum benefit under this Section 11.1 and shall be calculated
 in such a manner that the present value of his or her actuarially reduced
 Early Retirement Benefit when added to the amount of his or her optional
 lump sum benefit equals the present value of his or her Early Retirement
 Benefit.
 
      Effective January 1, 1996, the present value of a Participant's Early
 Retirement Benefit shall be calculated using the interest rate and
 mortality table set forth in Section 12.3(b).  In the event the present
 value of such Participant's actuarially reduced Early Retirement Benefit is
 $10,000 or less, the Retirement Committee shall, with the written consent
 of such Participant and, if married, his or her spouse, distribute the
 present value of such actuarially reduced Early Retirement Benefit in a
 single sum payment at the time such Participant's optional lump sum benefit
 is distributed.  In the event that a Participant dies after receiving an
 optional lump sum benefit and before the Annuity Starting Date of his or
 her actuarially reduced Early Retirement Benefit, any death benefit payable
 with respect to such Participant shall be determined in accordance with the
 applicable provisions of Article IX and shall reflect only such
 Participant's actuarially reduced Early Retirement Benefit.
 
  <PAGE>
      11.2  VESTED BENEFIT - OPTIONAL LUMP SUM.  In lieu of receiving a
 Vested Benefit in the manner described in Section 8.3 or 8.4, a Participant
 entitled to a Vested Benefit may, with the consent of his or her spouse, if
 married, elect to receive an immediate optional lump sum benefit if he or
 she commenced employment with an Employer prior to January 1, 1981, or at
 the time of making such election, he or she is a Driver Participant who was
 hired before January 1, 1995, or a Warehouse Participant.  For purposes of
 the preceding sentence, in determining the time when an Employee commenced
 employment with an Employer, any service which is disregarded under Section
 1.57 shall not be taken into account.  Such election and, if required,
 spousal consent, shall be effective upon delivery of a written instrument
 to the Retirement Committee within the applicable election period described
 in Section 10.1.  If an electing Participant dies prior to his or her
 Annuity Starting Date, such election shall be void and any death benefit
 payable with respect to such Participant shall be determined in accordance
 with the applicable provisions of Article IX.  A Participant who receives a
 benefit pursuant to this Section and is thereafter reemployed by an
 Employer shall not be eligible to receive a further benefit under this
 Section.
 
      The amount of the optional lump sum benefit for a Driver Participant
 shall be equal to 2% of his or her Average Annual Compensation determined
 as of the earlier of December 31, 1994, or his or her Termination of
 Employment Date, multiplied by the number of his or her Years of Benefit
 Service as of such date, not exceeding 25.  The amount of the optional lump
 sum benefit for a Warehouse Participant shall be equal to 2% of his or her
 Average Annual Compensation determined as of his or her Termination of
 Employment Date, multiplied by the number of his or her Years of Benefit
 Service as of such date, not exceeding 25.  The amount of the optional lump
 sum benefit for any other eligible Participant shall be equal to 2% of his
 or her Average Annual Compensation determined as of the earlier of December
 31, 1988, or his or her Termination of Employment Date,  multiplied by the
 number of his or her Years of Benefit Service as of such date, not
 exceeding 25.
 
      In the event a Participant elects an optional lump sum benefit as
 provided in this Section 11.2 and the present value of his or her Vested
 Benefit exceeds the amount of his or her optional lump sum benefit, he or
 she shall, in addition to his or her optional lump sum benefit, be entitled
 to receive an actuarially reduced Vested Benefit.  Such actuarially reduced
 Vested Benefit shall be paid at the time and in the manner which such
 Participant's Vested Benefit would have been paid if he or she had not
 elected an optional lump sum benefit under this Section 11.2 and shall be
 calculated in such a manner that the present value of his or her
 actuarially reduced Vested Benefit when added to the amount of his or her
 optional lump sum benefit equals the actuarial value of his or her Vested
 Benefit.
 
  <PAGE>
      Effective January 1, 1996, the present value of a Participant's Vested
 Benefit shall be calculated using the interest rate and mortality table set
 forth in Section 12.3(b).  In the event the present value of such
 Participant's actuarially reduced Vested Benefit is $10,000 or less, the
 Retirement Committee shall, with the written consent of such Participant
 and, if married, his or her spouse, distribute the present value of such
 actuarially reduced Vested Benefit in a single sum payment at the time such
 optional lump sum benefit is distributed.  In the event that a Participant
 dies after receiving an optional lump sum benefit and before the Annuity
 Starting Date of his or her actuarially reduced Vested Benefit, any death
 benefit payable with respect to such Participant shall be determined in
 accordance with the applicable provisions of Article IX and shall reflect
 only such Participant's actuarially reduced Vested Benefit.
 
      Notwithstanding any provision of the Plan to the contrary, a
 Participant who is entitled to elect an immediate lump sum payment may
 elect within the applicable election period to receive payment in the
 normal form prescribed in Section 8.3 or 8.4, commencing on the date such
 lump sum payment would be made.
 
      11.3  CONTINGENT ANNUITANT OPTION.  In lieu of receiving the normal
 form of benefit described in Section 5.2, 6.2, 7.2 or 8.3, or the qualified
 joint and survivor annuity described in Section 10.5, a Participant may,
 with the consent of his or her spouse, if married, elect to have his or her
 benefit paid in the form of an Actuarially Equivalent contingent annuity.
 
      A Participant who has elected a Contingent Annuitant Option shall
 receive an actuarially reduced benefit during his or her lifetime so that
 following the Participant's death, payment of a benefit in an amount equal
 to one hundred percent (100%), sixty-six and two-thirds percent (66-2/3%)
 or fifty percent (50%) of the Participant's actuarially reduced benefit, as
 elected by the Participant, shall continue to the person designated by the
 Participant ("Contingent Annuitant") at the time of making the election for
 the life of the Contingent Annuitant.  An election and, if required,
 spousal consent under this Section 11.3, shall be effective upon delivery
 of a written instrument to the Retirement Committee within the applicable
 election period described in Section 10.1.  If an electing Participant dies
 prior to his or her Annuity Starting Date, such election shall be void and
 any death benefit payable with respect to such Participant shall be
 determined in accordance with the applicable provisions of Article IX.  If
 the Contingent Annuitant dies prior to the commencement of benefits to the
 Participant, the Participant's election under this Section 11.3 shall be
 void and the Participant shall be entitled to his or her normal form of
 benefit under the Plan.  If the Contingent Annuitant dies after the
 commencement of the Participant's benefits under this Plan, the Participant
 shall receive only the reduced amount of benefit provided under this
 option.
 
  <PAGE>
      If distribution to a Participant commences in the form of a contingent
 annuity option for the joint lives of the Participant and a contingent
 annuitant other than his or her spouse, the periodic annuity payment
 payable to the contingent annuitant must not at any time on and after the
 date payments are required to commence to the Participant exceed the
 applicable percentage for such period payable to the Participant using the
 table set forth in regulation Section 1.401(a)(9)-2 Q&A-6.  For purposes of
 the preceding sentence, a former spouse to whom all or a portion of a
 Participant's Accrued Benefit is payable pursuant to a qualified domestic
 relations order (as defined in Section 414(p) of the Code) shall be treated
 as a spouse of the Participant.  If a Participant's Accrued Benefit is
 divided and a portion is allocated to an alternate payee pursuant to a
 qualified domestic relations order (as defined in Section 414(p) of the
 Code), this paragraph shall not apply to the portion so allocated.
 
      11.4  FIVE YEAR CERTAIN AND LIFE ANNUITY OPTION.  In lieu of receiving
 the normal form of benefit described in Section 5.2, 6.2, 7.2 or 8.3, or
 the qualified joint and survivor annuity described in Section 10.5, a
 Participant may elect an Actuarially Equivalent Five Year Certain and Life
 Annuity Option which will provide for an actuarially reduced benefit
 payable to the Participant during his or her lifetime with the guarantee
 that 60 monthly benefit payments will be made.
 
     If this option is elected and the Participant dies prior to the receipt
 of the guaranteed monthly payments, the balance of the guaranteed monthly
 payments shall be paid to the Participant's Beneficiary and shall continue
 until the total guaranteed monthly payments have been made to the
 Participant and his or her Beneficiary.  The first such payment to the
 Beneficiary shall be due and payable as of the first day of the month
 following the Participant's death.
 
      In the event there is no Beneficiary living at the death of the
 Participant, the balance of the guaranteed monthly payments which would
 otherwise have been payable to the Participant's Beneficiary shall be paid
 to the Participant's estate.
 
      If the Beneficiary of a deceased Participant should die prior to
 receiving the balance of the guaranteed monthly payments, the balance of
 the guaranteed payments shall be paid to the Beneficiary's estate.
 
      11.5  LUMP SUM OPTION.  In lieu of receiving the normal form of
 benefit described in Section 5.2, 6.2, 7.2, or 8.3, or the qualified joint
 and survivor annuity described in Section 10.5, a Participant, other than a
 Warehouse Participant, may elect payment in the form of a lump sum equal to
 his or her Account balance as of the end of the month preceding the Annuity
 Starting Date.
 
  <PAGE>
                                ARTICLE XII
                     BENEFIT ADJUSTMENTS AND CASH OUTS
 
      12.1  OFFSET OF AMOUNTS TRANSFERRED TO THE TRUST FROM OTHER PLANS.  If
 any amounts are transferred to the Trust from other pension or profit-sharing
 plans which cover periods of time for which the Participants are
 receiving benefits under this Plan, any benefit payable under the Plan to
 any Participant (or spouse or Beneficiary of such Participant) shall be
 inclusive of, and not in addition to, the value of such transferred
 benefits.  Notwithstanding anything to the contrary above, if such a
 Participant terminates his or her service for any reason, or dies, before
 he or she has received the full amount of any such transferred amount which
 was fully vested in him or her prior to such date of termination, there
 shall be a benefit payable to the Participant (or his or her surviving
 spouse or Beneficiary, whoever is entitled to benefits in the event of his
 or her death as provided under the Plan) at least equal to the difference
 between the amount so transferred and any amount that may have previously
 been paid under the Plan.
 
      12.2  PROHIBITION AGAINST DUPLICATION OF BENEFITS.  In the event a
 former Participant is reemployed by an Employer after distribution of his
 or her benefits has been made or commenced then at the time of his or her
 subsequent retirement or separation from service, his or her benefit shall
 be recomputed in accordance with the applicable Plan provisions without
 regard to the benefits previously distributed to him and such Participant's
 benefit as recomputed shall be reduced by a benefit which is the Actuarial
 Equivalent of the benefits previously distributed to such Participant.
 
      12.3  SMALL INSTALLMENTS AND CASH OUTS. 
 
            (a)  In the event that any payment under the Plan would be $50
      or less if paid monthly and the present value of all such payments as
      of the date distribution is to commence would exceed $3,500, the
      Retirement Committee shall, with the written consent of the
      Participant (if living) and the Participant's spouse (if married)
      within the 90 day period ending on the distribution date, direct the
      Trustee to pay such benefit in a lump sum.  The present value of such
      benefit shall be calculated in the manner set forth in subsection (b)
      of this Section.
 
            (b)  Notwithstanding any provision of the Plan to the contrary,
      if the present value of the entire nonforfeitable benefit payable with
      respect to a Participant does not exceed $3,500 as of the date
      distribution of such benefit is to commence (or the date of any prior
      distribution), the Retirement Committee shall direct the Trustee to
 
  <PAGE>
      pay such benefit in a lump sum as soon as practicable following the
      Participant's retirement date, Termination of Employment Date or
      death, as the case may be.  Effective January 1, 1996, the present
      value of such benefit shall be calculated: 
 
                (i)  using the annual rate of interest on 30 year Treasury
           securities for the second full calendar month preceding the
           first day of the Plan Year that contains the Annuity Starting
           Date, with such rate remaining constant for the Plan Year; and 
 
                 (ii)  using the 1983 Group Annuity Mortality Table, as
           blended in accordance with Revenue Ruling 95-6.
 
           In no event, however, shall the present value of such benefit be
           less than the present value of the Participant's Accrued Benefit
           as of December 31, 1995, calculated under the terms of the Plan
           in effect on such date.  A lump sum payment may be made after the
           Annuity Starting Date only with the written consent of the
           Participant (if living) and the Participant's spouse (if married)
           within the 90 day period ending on the distribution date.
 
           (c)  If the present value of the entire nonforfeitable benefit
      payable with respect to a Warehouse Participant exceeds $3,500, but
      does not exceed $10,000, as of the date distribution is to commence,
      such Participant may, at any time prior to the Annuity Starting Date,
      elect to receive payment in the form of an immediate lump sum (in lieu
      of the form prescribed in Sections 5.2, 6.2, 7.2, 8.3 or 10.5);
      provided, if the Participant is married, his or her spouse must
      consent in writing to such election within the 90 day period ending on
      the date of distribution. The present value of such benefit shall be
      calculated in the manner set forth in subsection (b) of this Section. 
      Notwithstanding any provision of the Plan to the contrary, a 
      Participant who is entitled to elect an immediate lump sum payment may
      elect within such ninety 90 day period, payment in the normal form
      prescribed in Articles V, VI, VII or VIII, as the case may be,
      commencing on the date such lump sum payment would be made.
 
           (d)  In the event a benefit is payable to an alternate payee
      (other than the surviving spouse of a Participant) pursuant to a
      qualified domestic relations order, following the death of the
      Participant and after his or her Annuity Starting Date, such benefit
      shall be paid in a lump sum as soon as practicable following the
      Participant's death.  If such alternate payee is the Participant's
      surviving spouse, such payment shall be made only with his or her
      written consent within the 90 day period ending on the date of
      distribution.  In no event shall the aggregate amount of such death
      benefit payable to all alternate payees exceed the present value of
 
  <PAGE>
      the benefits payable following the Participant's death under the form
      in which the Participant's retirement benefit was being paid.  Present
      value shall be determined in the manner set forth in subsection (b) of
      this Section.
 
           (e)  Any election pursuant to this Section shall be in writing
      and shall be effective upon receipt by the Retirement Committee.  A
      spouse's consent under this Section must meet the applicable
      requirements of Section 10.6.
 
 
 
                                 ARTICLE XIII
                            LIMITATION ON BENEFITS
 
      13.1  LIMITATION FOR DEFINED BENEFIT PLANS.  Except as hereinafter
 provided, the provisions of this Article shall be effective January 1,
 1987.  The benefits with respect to a Participant, when expressed as an
 Annual Benefit, shall not exceed the lesser of --
 
            (a)  Ninety Thousand Dollars ($90,000.00); 
 
           (b)  one hundred percent (100%) of the Participant's Highest
      Average Compensation.
 
      The limitation of this Section shall be deemed satisfied if the
 benefits payable with respect to a Participant, when expressed as an Annual
 Benefit, do not exceed the product of (I) One Thousand Dollars ($1000.00),
 and (ii) the Participant's Years of Benefit Service (not exceeding ten
 (10)), and if an Employer has not at any time maintained a qualified
 defined contribution plan, a Welfare Benefit Fund or an Individual Medical
 Account in which such Participant participated.
 
      13.2  ADJUSTMENTS.  The limitation in Section 13.1 shall be subject to
 the following adjustments:
 
            (a)  If payment of benefits commences before age 62, the
      limitation under Section 13.1(a), as reduced pursuant to Section 13.3,
      if applicable, shall be the Actuarial Equivalent of such limitation
      (as adjusted pursuant to Section 13.2(b)) beginning at age 62,
      actuarially reduced for each month by which benefits commence before
      the month in which the Participant attains age 62.  For purposes of
      making the adjustments required under this subsection, Actuarial
      Equivalence shall be determined by using the mortality table specified
      in Section 12.3(b)(ii) and an interest rate assumption of 5% or the
 
  <PAGE>
      rate specified in Section 26.11 of the Plan, whichever is greater;
      provided, however, effective for Limitation Years beginning in 1995,
      the applicable interest rate (as defined in Section 417(e)(3) of the
      Code and as determined under Section 12.3(b)(i)) shall be substituted
      for 5% with respect to any benefits payable in a form subject to
      Section 417(e)(3) of the Code.  Any decrease in the limitation under
      Section 13.1(a) determined in accordance with this subsection shall
      not reflect the mortality decrement to the extent that benefits will
      not be forfeited upon the death of the Participant.
 
           (b)  If payment of benefits commences before Social Security
      Retirement Age and on or after age 62, the limitation under Section
      13.1(a), as reduced pursuant to Section 13.3, if applicable, shall be
      determined as follows:
 
                (i)  if the Participant's Social Security Retirement Age is
           65, by reducing such limitation by 5/9 of 1% for each month by
           which benefits commence before the month in which the Participant
           attains age 65; or
 
                (ii)  if the Participant's Social Security Retirement Age is
           greater than 65, by reducing such limitation by 5/9 of 1% for
           each of the first 36 months and 5/12 of 1% for each additional
           month, up to 24 months, by which benefits commence before the
           month in which the Participant attains Social Security Retirement
           Age.
 
           (c)  If payment of benefits commences after Social Security
      Retirement Age, the limitation under Section 13.1(a), as reduced
      pursuant to Section 13.3, if applicable,  shall be adjusted so that
      such limitation is the Actuarial Equivalent of a $90,000 Annual
      Benefit beginning at Social Security Retirement Age.  For purposes of
      making the adjustment required under this subsection, Actuarial
      Equivalence shall be determined by using the mortality table specified
      in Section 12.3(b)(ii) and an interest rate assumption of 5% or the
      rate specified in Section 26.11 of the Plan, whichever is less.
 
      Notwithstanding the foregoing to the contrary, a Participant's Accrued
 Benefit shall not be reduced below his or her Accrued Benefit as of
 December 31, 1994.
 
      If the benefit which a Participant would otherwise accrue in a
 Limitation Year would produce an Annual Benefit in excess of the limitation
 prescribed by this Section, the rate of accrual shall be reduced to the
 extent necessary to comply with said limitation.
 
  <PAGE>
      If a Participant is or has ever been covered under more than one
 qualified defined benefit plan maintained by an Employer, the sum of the
 Participant's benefits from all such plans, when expressed as an Annual
 Benefit, shall not exceed the limitation prescribed by this Section.  If
 the sum of the benefits which a Participant would otherwise accrue would
 exceed the limitation prescribed by this Section, the rate of accrual under
 this Plan shall be reduced to the extent that if the rate of accrual under
 each such other plan was reduced proportionately the limitation prescribed
 by this Section would be satisfied.
 
      In the case of an individual who was a Participant in the Plan or in
 one or more other qualified defined benefit plans of an Employer as of the
 first day of the first limitation year beginning after December 31, 1986,
 the limitation prescribed by this Section shall not be less than the
 individual's accrued benefit, when expressed as an Annual Benefit, under
 this Plan and all such other qualified defined benefit plans as of the end
 of the last limitation year beginning before January 1, 1987, disregarding
 any changes in the terms and conditions of the plans after May 5, 1986, and
 any cost of living adjustments occurring after May 5, 1986.  The preceding
 sentence shall apply only if the Plan and all such other qualified defined
 benefit plans met the requirements of Section 415 of the Code, as in effect
 for all limitation years beginning before January 1, 1987.
 
      13.3  REDUCTION FOR LESS THAN TEN (10) YEARS OF PARTICIPATION OR
 SERVICE.
 
           (a)  In the case of a Participant with less than ten (10) years
      of participation in the Plan, the limitation described in
      Section 13.1(a) shall be reduced by one-tenth (1/10) for each year of
      participation in the Plan less than ten (10).
 
           (b)  In the case of a Participant who has less than ten (10)
      Years of Benefit Service, the limitation described in Section 13.1(b)
      shall be reduced by one-tenth (1/10) for each Year of Benefit Service
      less than ten (10).
 
           (c)  The reductions required by this Section shall be applied in
      the denominator of the fraction under Section 13.5(a), based upon
      Years of Benefit Service, and such years shall include future Years of
      Benefit Service occurring before the Participant's Normal Retirement
      Date.  Such future years shall include the year which contains the
      Participant's Normal Retirement Date only if it can reasonably be
      anticipated that the Participant shall receive credit for a Year of
      Benefit Service for such Year.
 
  <PAGE>
 For purposes of this Section, the term "year of participation" shall mean a
 Plan Year in which the Participant is credited with a Year of Benefit
 Service and is included as a Participant in the Plan in accordance with
 Article II for at least one day in such Plan Year.
 
      13.4  ADJUSTMENT TO DOLLAR LIMITATION.  Effective January 1, 1988, and
 each January 1 thereafter the dollar limitation in effect under Section
 13.1 shall be automatically adjusted for increases in the cost of living in
 accordance with regulations promulgated under Section 415(d) of the Code. 
 Such adjustment shall apply to the Limitation Year ending within the
 calendar year of the effective date of such adjustment.
 
      13.5  LIMITATION FOR DEFINED BENEFIT PLAN AND DEFINED CONTRIBUTION
 PLAN.  If a Participant also participates or has participated in one or
 more qualified defined contribution plans, Welfare Benefit Funds or
 Individual Medical Accounts maintained by an Employer, then in addition to
 the limitation set forth in Section 13.1, the sum of the fractions
 determined under subsections (a) and (b) of this Section with respect to
 said Participant for any Limitation Year shall not exceed 1.0.
 
           (a)  A fraction, the numerator of which is the sum of the
      Participant's Projected Annual Benefits under all qualified defined
      benefit plans (whether or not terminated) maintained by an Employer
      and the denominator of which is the lesser of --
 
                (i)  the dollar limitation in effect under Sections
           415(b)(1)(A) and 415(d) of the Code for such year multiplied by
           1.24, or
 
                (ii)  the amount which may be taken into account under
           Section 415(b)(1) (B) of the Code with respect to the Participant
           for such year multiplied by 1.4.
 
           If the Participant participated as of the first day of the first
      limitation year beginning after December 31, 1986, in one or more
      qualified defined benefit plans maintained by an Employer which were
      in existence on May 6, 1986, the denominator of this fraction shall
      not be less than one hundred and twenty-five percent (125%) of the sum
      of the Annual Benefits which the Participant accrued under such 
      plans as of the end of the last limitation year beginning before
      January 1, 1987, disregarding any changes in the terms and conditions
      of the plans after May 5, 1986.  The preceding sentence applies only
      if the qualified defined benefit plans individually and in the
      aggregate satisfied the requirements of Section 415 of the Code as in
      effect for all limitation years beginning before January 1, 1987.
 
  <PAGE>
           (b)  A fraction, the numerator of which is the sum of the annual
      additions to the Participant's accounts under all qualified defined
      contribution plans (whether or not terminated) maintained by an
      Employer for the current and all prior limitation years (including the
      annual additions attributable to the Participant's nondeductible
      voluntary contributions under all qualified defined benefit plans,
      whether or not terminated, and attributable to all Welfare Benefit
      Funds or Individual Medical Accounts and the denominator of which is
      the sum of the lesser of the following amounts determined for the
      current and all prior limitation years (without regard to whether a
      qualified defined contribution plan was maintained by an Employer) in
      which the Participant performed service for an Employer: 
 
                (i)  the dollar limitation in effect under Section
           415(c)(1)(A) of the Code for such year multiplied by 1.24, or
 
                (ii)  thirty-five percent (35%) of the Participant's
           compensation (as defined in Section 13.7) for such year.
 
           If an Employee was a participant as of the first day of the first
      limitation year beginning after December 31, 1986, in one or more
      qualified defined contribution plans maintained by an Employer which
      were in existence on May 6, 1986, the numerator of this fraction shall
      be adjusted if the sum of the fractions under this Section would
      otherwise exceed 1.0.  Under the adjustment, an amount equal to the
      product of (I) the excess of the sum of said fractions over 1.0
      multiplied by (ii) the denominator of this fraction, shall be
      permanently subtracted from the numerator of this fraction.  The
      adjustment shall be calculated using the fractions as they would be
      computed as of the end of the last limitation year beginning before
      January 1, 1987, and disregarding any changes in the terms and
      conditions of the plans after May 6, 1986, but using the limitation
      under Section 415 of the Code applicable to the first limitation year
      beginning on or after January 1, 1987.
 
           The annual addition for any limitation year beginning before
      January 1, 1987, shall not be recomputed to treat all nondeductible
      voluntary contributions as annual additions.
 
           If the sum of said fractions for any Limitation Year exceeds 1.0,
      the Annual Benefits under this Plan and any other qualified defined
      benefit plan maintained by an Employer shall be proportionately
      reduced to the extent necessary to comply with the limitation of this
      Section.
 
  <PAGE>
      13.6  COMBINING AND AGGREGATING PLANS.  For purposes of applying the
 benefit limitations described in this Article:
 
            (a)  all qualified defined benefit plans (whether or not
      terminated) ever maintained by an Employer shall be treated as one
      defined benefit plan; and
 
            (b)  all qualified defined contribution plans (whether or not
      terminated) ever maintained by an Employer shall be treated as one
      defined contribution plan.
 
      13.7  DEFINITION OF COMPENSATION.  For purposes of applying the
 limitations of this Article, the term "compensation" shall mean, with
 respect to a Limitation Year, the total compensation paid by an Employer to
 an Employee for services rendered while an Employee that constitutes wages
 as defined in Section 3401(a) of the Code, and all other payments by an
 Employer to an Employee for services rendered while an Employee for which
 an Employer is required to furnish the Employee a written statement under
 Sections 6041(d) and 6051(a)(3) of the Code, without regard to any rules
 that limit the remuneration included in wages based on the nature or
 location of the employment or services performed.
 
      13.8  CERTAIN CONTRIBUTIONS TREATED AS ANNUAL ADDITIONS.  For purposes
 of this Article:
 
            (a)  Employer contributions (including "excess contributions" as
      defined in Section 401(k) of the Code and "excess aggregate
      contributions" as defined in Section 401(m) of the Code), employee
      contributions and forfeitures allocated to an individual's account
      under a qualified defined contribution plan maintained by an Employer
      shall constitute annual additions.
 
           (b)  Contributions by Employees to a qualified defined benefit
      plan maintained by an Employer shall be treated as annual additions to
      a qualified defined contribution plan.
 
           (c)  Amounts derived from contributions paid or accrued in
      taxable years ending after December 31, 1985, and which are
      attributable to post-retirement medical benefits allocated to the
      separate account of a Key Employee (as required in Section 419A(d) of
      the Code) under a Welfare Benefit Fund maintained by an Employer,
      shall be treated as annual additions to a qualified defined
      contribution plan.
 
           (d)  Contributions allocated after March 31, 1984, to an
      Individual Medical Account which is part of a pension or annuity plan
      maintained by an Employer shall be treated as annual additions to a
      qualified defined contribution plan.
 
  <PAGE>
                                  ARTICLE XIV
             RESTRICTION ON BENEFITS PAYABLE TO CERTAIN PARTICIPANTS
 
      14.1  NONDISCRIMINATORY BENEFIT.  Notwithstanding any provision of the
 Plan to the contrary, in the event the Plan is terminated, the benefit
 payable with respect to a Participant who is an active or former highly
 compensated employee (within the meaning of Section 414(q) of the Code)
 shall be limited to a benefit that is nondiscriminatory under Section
 401(a)(4) of the Code.
 
      14.2  LIMITS ON ANNUAL PAYMENTS.  Except as hereinafter provided, the
 annual payments with respect to a Participant who is one of the twenty-five
 (25) most highly compensated active or former highly compensated employees
 (within the meaning of Section 414(q) of the Code) shall not exceed an
 amount equal to the annual payments that would be made with respect to such
 Participant under a straight life annuity that is the Actuarial Equivalent
 of the Participant's Accrued Benefit and any other benefits to which he or
 she is entitled under the Plan.
 
      The foregoing provisions of this Section shall not apply if--
 
           (a)  the value of the Plan's assets equals or exceeds one hundred
      ten percent (110%) of the value of the Plan's current liabilities (as
      defined in Section 412(l)(7) of the Code), determined as of the same 
      date, after payment has been made to a Participant described above of
      all benefits to which he or she is entitled under the Plan;
 
           (b)  the value of the benefits to which a Participant described
      above is entitled under the Plan is less than one percent (1%) of the
      value of current liabilities (as defined in Section 412(l)(7) of the
      Code) before such benefits are distributed; or
 
           (c)  the value of the benefits to which a Participant described
      above is entitled under the Plan does not exceed Three Thousand Five
      Hundred Dollars ($3,500.00).
 
 
                                  ARTICLE XV
                            SUSPENSION OF BENEFITS
 
      15.1  SUSPENSION BEFORE NORMAL RETIREMENT DATE.  In the event a former
 Participant who is receiving benefits is reemployed by an Employer in
 Suspension Service before his or her Normal Retirement Date his or her
 benefit payments shall cease with the first day of the calendar month 
 
  <PAGE>
 following such reemployment.  If benefit payments have been suspended in
 accordance with the preceding sentence, then payments shall resume not
 later than the earlier of (i) the first day of the third calendar month
 after the calendar month in which the Participant is no longer employed in
 Suspension Service, or (ii) the first day of the calendar month coinciding
 with or following the Participant's Normal Retirement Date.  The amount of
 the Participant's benefit at the time payments resume shall be equal to the
 greater of:
 
           (a)  the benefit which such Participant is entitled to receive in
      accordance with the terms of the Plan reduced by a benefit which is
      the Actuarial Equivalent of the benefit payments received by such
      Participant prior to such suspension; or
 
           (b)  the benefit which such Participant was entitled to receive
      immediately prior to such suspension, actuarially adjusted to reflect
      the period of such suspension prior to such Participant's Normal
      Retirement Date. 
 
      15.2  STATUS DETERMINATION.  A Participant may request the Retirement
 Committee to determine whether specific contemplated employment will be
 considered Suspension Service.  Such request shall be in writing and shall
 specify the name, address and social security number of the Participant,
 the terms of the contemplated employment, the proposed date of employment,
 job classification and work schedule, and such other information as the
 Retirement Committee may request.  The Retirement Committee shall notify
 the Participant of its determination not later than sixty (60) days
 following receipt of the Participant's notice and such additional
 information as may be requested by the Retirement Committee to enable it to
 make such determination.
 
 
                                   ARTICLE XVI
             CREDIT FOR YEARS OF BENEFIT SERVICE UPON REEMPLOYMENT
                    FOLLOWING RECEIPT OF AN OPTIONAL LUMP SUM
 
      16.1  Reemployment With Credit For Prior Years of Benefit Service.  If
 a Participant who elected to receive an optional lump sum benefit under
 Section 11.1 or Section 11.2 on or after January 1, 1976, is subsequently
 reemployed by an Employer, his or her Years of Benefit Service shall
 include his or her Years of Benefit Service prior to the date his or her
 service terminated only if:
 
           (a)  the amount he or she received was less than the actuarial
      value of his or her Accrued Benefit, as of the date his or her service
      terminated; and
 
  <PAGE>
           (b)  within two (2) years of the date the Participant resumes
      employment with an Employer, he or she repays to the Trust the entire
      amount he or she received, together with interest computed on such
      amount from the date of distribution to the date of repayment,
      compounded annually from the date of distribution, at the rate as
      determined in Section 411(c)(2)(C) of the Code.  Notwithstanding the
      preceding sentence, a Participant shall not be required to repay the
      amount he or she received before the end of a period of five (5)
      consecutive one-year Breaks in Service.
 
      16.2  REEMPLOYMENT WITHOUT CREDIT FOR PRIOR YEARS OF BENEFIT SERVICE. 
 If a Participant who elected to receive an optional lump sum benefit under
 Section 11.1 or Section 11.2 on or after January 1, 1976, is subsequently
 reemployed by an Employer, his or her Years of Benefit Service shall not
 include his or her Years of Benefit Service prior to the date his or her
 service terminated if the amount he or she received was equal to or greater
 than the actuarial value of his or her Accrued Benefit as of the date his
 or her service terminated.
 
      16.3  REEMPLOYMENT WITH PARTIAL CREDIT FOR PRIOR YEARS OF BENEFIT
 SERVICE.  If a Participant who elected to receive an optional lump sum
 benefit under Section 11.1 or Section 11.2 on or after January 1, 1976, and
 received less than the actuarial value of his or her Accrued Benefit is
 subsequently reemployed, but he or she does not repay to the Trust the
 amount he or she received with interest thereon as provided in Section
 16.1, his or her Years of Benefit Service shall include his or her Years of
 Benefit Service prior to the date his or her service terminated, provided,
 however, any subsequent benefit payable to or in respect of such
 Participant shall be reduced by a benefit having an actuarial value equal
 to the amount he or she received.
 
 
                               ARTICLE XVII
                          TOP HEAVY PROVISIONS
 
      17.1  TOP HEAVY REQUIREMENTS.  Notwithstanding any provision of this
 Plan to the contrary, if the Plan is or becomes Top Heavy with respect to
 any Employer in any Plan Year beginning after December 31, 1983, then the
 provisions of this Article shall become applicable and supersede any
 conflicting provisions of this Plan which are applicable with respect to
 participation of such Employer in this Plan, but not with respect to the
 participation of any other Employer.
 
  <PAGE>
      17.2  MINIMUM VESTING REQUIREMENT.  Except as hereinafter provided,
 the nonforfeitable interest of each Participant in his or her Accrued
 Benefit shall be determined in accordance with the following schedule:
 
             YEARS OF VESTING SERVICE        VESTED PERCENTAGE
 
                0 but less than 2                     0%
                2 but less than 3                    20%
                3 but less than 4                    40%
                4 but less than 5                    60%
                5 but less than 6                    80%
                6 or more                           100%
 
      The nonforfeitable interest of any Participant who is not credited
 with an Hour of Service after the Plan becomes Top Heavy shall, however, be
 determined in accordance with the provisions of the Plan without regard to
 this Section.
 
      In the event the Plan ceases to be Top Heavy, the Employer may amend
 the vesting schedule, provided the Employer complies with the provisions of
 Section 22.1.
 
      17.3  MINIMUM BENEFIT REQUIREMENT.  The benefit of each Participant
 who is a Non-Key Employee, when expressed as an annual retirement benefit
 payable in the form of a single life annuity beginning at his or her Normal
 Retirement Date, shall not be less than the Participant's average
 compensation multiplied by the lesser of (I) two percent (2%) multiplied by
 the number of the Participant's Years of Benefit Service, or (ii) twenty
 percent (20%).  For purposes of this Section:
 
            (a)  the following Years of Benefit Service shall be excluded in 
      determining the minimum benefit of any Participant:
 
                 (i)  any Year of Benefit Service if the Plan was not Top
            Heavy for the Plan Year ending during such year; and
 
                 (ii)  any Year of Benefit Service completed in a Plan Year
            beginning before January 1, 1984.
 
            (b)  The average compensation of a Participant shall mean the
      average of the Participant's compensation (as defined in Section 13.7)
      for the period of the Participant's Years of Benefit Service (not
      exceeding five (5)) during which he or she had the greatest
      compensation, excluding:
 
                 (i)  any Year of Benefit Service (and compensation received
            by the Participant during such year) which ends in a Plan Year
            beginning before January 1, 1984; and
 
  <PAGE>
                 (ii)  any Year of Benefit Service (and compensation
            received by the Participant during such year) which begins after
            the close of the last year in which the Plan was Top Heavy.
 
      17.4  MODIFIED LIMITATION ON ANNUAL ADDITIONS.  The combined defined
 contribution and defined benefit plan limitation set forth in Section 13.5
 shall be applied by substituting 1.0 for 1.25 whenever 1.25 appears therein
 for each Plan Year in which the Plan is Top Heavy.
 
      17.5  PRESENT VALUE FACTORS.  For purposes of determining the Top
 Heavy Ratio, the present value of Accrued Benefits of the Plan shall be
 based on the following factors:
 
      Interest:          Six and one-half percent (6 1/2%) per annum.
 
      Mortality Table:   1971 Group Annuity Mortality Table using male rates
                         for all individuals regardless of sex.
 
 
                               ARTICLE XVIII
                               CONTRIBUTIONS
 
      18.1  EMPLOYER CONTRIBUTIONS.  Each Employer shall from time to time
 contribute to the Trust such amounts as shall be required under accepted
 actuarial principles to provide the benefits under the Plan and to meet the
 funding requirements of ERISA.
 
      18.2  ERRONEOUS EMPLOYER CONTRIBUTIONS.  All contributions by an
 Employer are conditioned upon the continued qualification of the Plan under
 the Code, including any amendments to the Plan, and upon the deductibility
 under Section 404 of the Code.  Upon the request of an Employer, any
 contribution made (a) by reason of a mistake of fact, (b) conditioned upon
 initial qualification of the Plan or conditioned upon qualification of the
 Plan, as amended, or (c) for which a deduction is disallowed under Section
 404 of the Code shall be returned to the Employer within one (1) year of
 the mistaken payment of the contribution, the date of denial of
 qualification, or disallowance of the deduction, as the case may be.  The
 amount which may be returned to an Employer is the excess of the amount
 contributed over the amount that would have been contributed had there not
 occurred a mistake of fact or a mistake in determining the deduction. 
 Compensation attributable to any excess contribution shall not be returned
 to the Employer, but losses attributable thereto shall reduce the amount
 which may be returned.
 
  <PAGE>
      18.3  APPLICATION FOR FORFEITURES.  All forfeitures arising from
 terminations of employment shall be applied to reduce Employer
 contributions, and no such amounts shall in any event be applied to
 increase the benefits any Participant would otherwise receive under the
 Plan at any time prior to the termination of the Plan. 
 
      18.4  TRUST.  In order to establish a funding medium to carry out the
 provisions of the Plan, the Employers shall maintain a Trust with a bank or
 trust company as Trustee, as the Finance Committee shall appoint. Such
 Trust shall become a part of the Plan and shall provide that no part of the
 corpus or income of the Trust Fund shall, except as otherwise provided in
 this Plan, be used for, or diverted to, purposes other than the exclusive
 benefit of the Participants and their Beneficiaries.
 
 
                               ARTICLE XIX
                          RETIREMENT COMMITTEE
 
      19.1  APPOINTMENT OF RETIREMENT COMMITTEE.  The Human Resources
 Committee of the Board of Directors shall appoint a committee of not less
 than four (4) individuals who shall have authority to control and manage
 the administration of the Plan. The Retirement Committee shall act by a
 majority of its members, and such action may be taken by vote at a meeting
 or in a writing without a meeting. Any member may participate in a meeting
 by means of a conference telephone or similar communications equipment by
 means of which all persons participating can hear each other.
 
      19.2  APPOINTMENT, RESIGNATION AND REMOVAL.  Any person appointed to
 serve as a member of the Retirement Committee shall serve at the pleasure
 of the Human Resources Committee of the Board of Directors and may be
 removed by delivery of written notice of removal which shall take effect at
 the date specified therein. Any member of the Retirement Committee may
 resign at any time by delivering to the Human Resources Committee a written
 notice of resignation which shall take effect at a date specified therein.
 The Human Resources Committee, as soon as practicable following delivery of
 a written notice of removal or receipt of a written notice of resignation
 of any member of the Retirement Committee, shall consider the appointment
 of a successor.
 
      19.3  DUTIES.  The Retirement Committee shall be a named fiduciary
 within the meaning of Section 402(a)(2) of ERISA with the following powers
 and complete discretionary authority to control and manage the operation
 and administration of the Plan:
 
            (a)  to determine all questions concerning the eligibility of
      Employees to participate in and receive benefits under the Plan;
 
  <PAGE>
            (b)  to compute the amount of benefits payable to any
      Participant or other person;
 
            (c)  to authorize and direct the Trustee with respect to payment
      of benefits;
 
            (d)  to interpret the provisions of the Plan and to make rules
      and regulations for the administration of the Plan;
 
           (e)  to maintain all the necessary records for the administration
      of the Plan;
 
           (f)  to monitor the performance of the Trustee and any Investment
      Managers and to report its findings to the Finance Committee not less
      often than semiannually;
 
           (g)  to act as agent for service of legal process; and
 
           (h)  to employ or retain counsel, accountants, actuaries or such
      other consultants as may be required to assist in administering the
      Plan.
 
      The interpretation of the Plan and the construction of Plan provisions
 that are made by the Retirement Committee shall be final, conclusive and
 binding on all affected parties.
 
      Except as provided in subsection (f) of this Section, the Retirement
 Committee shall have no power or authority over the investment of the
 assets of the Trust Fund. The Finance Committee, Trustee and/or any duly
 appointed Investment Manager or Managers shall have exclusive authority and
 discretion to manage and control the Trust Fund in accordance with the
 terms of the Trust.
 
      19.4  NOTICE TO TRUSTEE.  The Retirement Committee shall give the
 Trustee written notice whenever a Participant or other person is entitled
 to receive a distribution of Plan benefits.  Such notice shall indicate the
 name of the Participant or other person entitled to receive a distribution
 and the manner in which the distribution is to be made.
 
      Unless a Participant otherwise elects, in no event shall the
 distribution of benefits to such Participant commence later than the
 sixtieth (60th) day after the latest of (I) the close of the Plan Year in
 which occurs the earlier of the date on which the Participant attains age
 sixty-five (65) or his or her Normal Retirement Date, (ii) the close of the
 Plan Year in which occurs the tenth (10th) anniversary of the year in which
 the Participant commenced participation in the Plan, or (iii) the close of
 the Plan Year in which the Participant terminates employment with an 
 
  <PAGE>
 Employer and is no longer employed by any Employer.  The aforesaid election
 may be made by submitting to the Retirement Committee a written statement,
 signed by the Participant, which specifies the date, subject to the
 restrictions of Section 26.3, on which the distribution of benefits shall
 commence.
 
      19.5  FIDUCIARY DUTIES.  The Retirement Committee shall discharge its
 duties under the Plan solely in the interest of the Participants and their
 Beneficiaries and: 
 
           (a)  for the exclusive purpose of (i) providing benefits to
      Participants and their Beneficiaries, and (ii) defraying reasonable
      expenses of administering the Plan; and
 
           (b)  with the care, skill, prudence, and diligence under the
      circumstances then prevailing that a prudent man acting in like
      capacity and familiar with such matters would use in the conduct of an
      enterprise of a like character and with like aims.
 
      19.6  REPORTING AND DISCLOSURE.  The Retirement Committee shall
 furnish to each Participant and to each other person who is receiving
 benefits under the Plan, and shall file with the Secretary of Labor, the
 Secretary of Treasury and the Pension Benefit Guaranty Corporation all
 reports, disclosures and notifications as are required under the Code.
 
      19.7  DELEGATION OF MINISTERIAL DUTIES.  The Retirement Committee may,
 by a writing signed by a majority of its members, delegate to any member or
 members of the Committee or to any Employee or Employees, severally or
 jointly, the authority to perform any ministerial act in connection with
 the administration of the Plan.
 
      19.8  COMPENSATION AND REIMBURSEMENT OF EXPENSES.  The members of the
 Retirement Committee shall be entitled to reasonable compensation for
 services rendered, and to reimbursement of expenses properly and actually
 incurred, in the performance of their duties on behalf of the Plan, but no
 person so serving who already receives pay from an Affiliated Employer
 shall receive compensation for such services, except for reimbursement of
 expenses properly and actually incurred and not otherwise reimbursed.
 
      19.9  UNIFORMITY OF RULES AND REGULATIONS.  In the administration of
 the Plan and the interpretation and application of its provisions, the
 Retirement Committee shall exercise its powers and authority in a
 nondiscriminatory manner, and shall apply uniform administrative rules and
 regulations in order to assure substantially the same treatment to
 Participants in similar circumstances.
 
  <PAGE>
      19.10  RELIANCE ON REPORTS.  The Retirement Committee shall be
 entitled to rely upon all certificates and reports made by any counsel,
 accountant, actuary or other consultant employed or retained to assist in
 administering the Plan.
 
      19.11  MULTIPLE SIGNATURES.  A majority of the members of the
 Retirement Committee or any one member authorized by such Committee shall
 have authority to execute all documents, reports or other memoranda
 necessary or appropriate to carry out the actions and decisions of the
 Retirement Committee.  The Trustee, any investment manager or any other
 interested party may rely upon any document, report or other memorandum so
 executed as evidence of the Retirement Committee action or decision
 indicated thereby.
 
      19.12  PAYMENT OF PLAN EXPENSES.  Notwithstanding any provision of the
 Plan or the Trust to the contrary, payment of any reasonable expenses of
 administering the Plan, as determined by the Retirement Committee, shall be
 made from the Trust Fund, unless paid by the Employer.  If such expenses
 are incurred as a result of services provided to the Plan or Trust by a
 party in interest (as defined in Section 3(14) of ERISA), no payment shall
 be made from the Trust Fund unless such payment - (a) satisfies the
 applicable requirements of Section 408 of ERISA and the regulations
 thereunder; or (b) is otherwise exempt from the applicable prohibited
 transaction rules of the Code and ERISA.
 
 
                               ARTICLE XX
                           FINANCE COMMITTEE
 
      20.1  DUTIES.  The Finance Committee shall be a named fiduciary within
 the meaning of Section 402(a)(2) of ERISA and shall have the following
 duties and responsibilities:
 
            (a)  to appoint and remove the Trustee and establish the terms
      of the Trust Agreement;
 
            (b)  to establish investment policies and objectives with regard
      to management of the Trust Fund; and
 
            (c)  to appoint one or more Investment Managers to direct the
      investment of the Trust Fund or such portion thereof as may be
      designated by the Finance Committee, to remove any Investment Manager,
      and to establish investment guidelines which shall be binding on such
      Investment Managers.
 
  <PAGE>
      The Finance Committee shall act by a majority of its members and such
 action may be taken by a vote at a meeting or in a writing without a
 meeting. Any member may participate in a meeting by means of a conference
 telephone or similar communications equipment by means of which all persons
 participating in the meeting can hear each other. In carrying out its
 duties, the Finance Committee may employ or retain counsel, accountants,
 actuaries and such other consultants as it deems to be in the best
 interests of the Plan. The Finance Committee may, by a writing signed by a
 majority of its members, delegate to any member or members of the Committee
 or to any Employee or Employees, severally or jointly, the authority to
 perform any ministerial act in connection with the administration of the
 Plan.
 
      The Finance Committee shall have no power or authority to control the
 operation and administration of the Plan, apart from its duties as
 enumerated in this Section.
 
      20.2  FIDUCIARY DUTIES.  The Finance Committee shall discharge its
 duties under the Plan and Trust solely in the interest of the Participants
 and their Beneficiaries and:
 
            (a)  for the exclusive purposes of (i) providing benefits to the
      Participants and Beneficiaries; and (ii) defraying reasonable expenses
      of administering the Plan and Trust;
 
            (b)  with the care, skill, prudence, and diligence under the
      circumstances then prevailing that a prudent man acting in a like
      capacity and familiar with such matters would use in the conduct of an
      enterprise of like character and with like aims; and
 
            (c)  by diversifying the investments of the Trust so as to
      minimize the risk of large losses, unless under the circumstances it
      is clearly prudent not to do so.
 
      20.3  COMPENSATION AND REIMBURSEMENT OF EXPENSES.  The members of the
 Finance Committee shall be entitled to reasonable compensation for services
 rendered, and to reimbursement of expenses properly and actually incurred,
 in the performance of their duties on behalf of the Plan, but no person so
 serving who already receives compensation from an Affiliated Employer for
 services rendered as an Employee shall receive compensation for such
 services, except for reimbursement of expenses properly and actually
 incurred and not otherwise reimbursed.
 
      20.4  RELIANCE ON REPORTS.  The Finance Committee shall be entitled to
 rely upon all certificates and reports made by any counsel, accountant,
 actuary, investment manager or other consultant employed or retained to
 assist in administering the Plan and Trust.
 
  <PAGE>
      20.5  MULTIPLE SIGNATURES.  A majority of the members of the Finance
 Committee or any one member authorized by such Committee shall have
 authority to execute all documents, reports or other memoranda necessary or
 appropriate to carry out the actions and decisions of the Finance
 Committee. The Trustee, any investment manager or any other interested
 party may rely upon any document, report or other memorandum so executed as
 evidence of the Finance Committee action or decision indicated thereby."
 
 
                               ARTICLE XXI
                             CLAIMS PROCEDURE
 
      21.1  FILING A CLAIM FOR BENEFITS.  A Plan Participant or other person
 entitled to benefits under the Plan may make a claim for Plan benefits by
 filing a written request with the Retirement Committee upon a form to be
 furnished to it for such purpose. 
 
      21.2  DENIAL OF CLAIM.  If a claim is wholly or partially denied, the
 Retirement Committee shall furnish the claimant with written notice setting
 forth in a manner calculated to be understood by the claimant:
 
            (a)  the specific reason or reasons for the denial;
 
            (b)  specific reference to pertinent Plan provisions on which
      the denial is based;
 
            (c)  a description of any additional material or information
      necessary for the claimant to perfect his or her claim and an
      explanation why such material or information is necessary; and
 
            (d)  appropriate information as to the steps to be taken if the
      claimant wishes to submit his or her claim for review.
 
      Such notice shall be furnished to the claimant within ninety (90) days
 after receipt of his or her claim, unless special circumstances require an
 extension of time for processing his or her claim.  If an extension of time
 for processing is required, the Retirement Committee shall, prior to the
 termination of the initial ninety (90) day period, furnish the claimant
 with written notice indicating the special circumstances requiring an
 extension and the date by which the Committee expects to render its
 decision.  In no event shall an extension exceed a period of ninety (90)
 days from the end of the initial ninety (90) day period. 
 
  <PAGE>
      21.3  APPEAL OF DENIED CLAIM.  A claimant may request the Retirement
 Committee to review a denied claim.  Such request shall be in writing and
 must be delivered to the Retirement Committee within sixty (60) days after
 receipt by the claimant of written notification of denial of claim.  A
 claimant or his or her duly authorized representative may:
 
           (a)  review pertinent documents, and
 
           (b)  submit issues and comments in writing. 
 
      21.4  DECISION ON APPEAL.  The Retirement Committee shall notify the
 claimant of its decision on review not later than sixty (60) days after
 receipt of a request for review, unless special circumstances require an
 extension of time for processing, in which case a decision shall be
 rendered as soon as possible, but not later than one hundred twenty (120)
 days after receipt of a request for review.  If an extension of time for
 review is required because of special circumstances, written notice of the
 extension must be furnished to the claimant prior to the commencement of
 the extension.  The Retirement Committee's decision on review shall be in
 writing and shall include specific reasons for the decision, as well as
 specific references to the pertinent Plan provisions on which the decision
 is based.
 
 
                               ARTICLE XXII
                         AMENDMENT AND TERMINATION
 
      22.1  AMENDMENT.  The Board of Directors may from time to time amend
 any or all provisions of the Plan, provided that no amendments shall,
 except as otherwise provided in this Plan, permit any part of the Trust
 Fund to revert to any Employer or to be used or diverted to purposes other
 than the exclusive benefit of the Participants, their surviving spouses and
 Beneficiaries.  Each such amendment shall be effective in respect of each
 adopting Employer without further action by any such Employer.
 
      If the vesting provisions in effect under the Plan are amended, each
 Participant who has completed at least three (3) Years of Vesting Service,
 may elect to have his or her nonforfeitable interest determined without
 regard to such amendment.  The Retirement Committee shall promptly furnish
 each such Participant with written notice of the adoption of such amendment
 and the availability of the election to have his or her nonforfeitable
 interest determined without regard to such amendment.  An election by a
 Participant shall be in writing and shall be effective if filed with the
 Retirement Committee at any time during the period beginning with the date
 such amendment is adopted and ending on the later of (i) the date which is 
 
  <PAGE>
 sixty (60) days after the day such amendment is adopted, (ii) the day which
 is sixty (60) days after the day such amendment becomes effective, or (iii)
 the day which is sixty (60) days after the Participant receives written
 notice of such amendment.  An election once made shall be irrevocable.
 
      No amendment shall, except to the extent permitted under Section
 412(c)(8) of the Code, decrease a Participant's Accrued Benefit or, except
 to the extent permitted by Section 411(d)(6) of the Code, eliminate an
 early retirement benefit, a retirement type subsidy or an optional form of
 benefit.  In addition, no amendment shall have the effect of decreasing a
 Participant's nonforfeitable interest determined without regard to such
 amendment as of the later of the date such amendment is adopted or the date
 it becomes effective.
 
      22.2  TERMINATION.  An Employer may terminate the Plan with respect to
 its Employees at any time.  Upon complete or partial termination of the
 Plan by an Employer, the rights of its affected Participants to their
 respective Accrued Benefits, based on Years of Benefit Service prior to the
 date of termination, shall become fully vested and nonforfeitable.  The
 assets of the Trust, other than the assets held pursuant to Article XXIII, 
 attributable to such Employer, after payment of all proper expenses, shall
 be liquidated by the payment or provision for the payment of benefits in
 the following order of preference: 
 
            (a)  First, in the case of benefits payable as an annuity:
 
                 (i)  In the case of a benefit of a Participant or
            Beneficiary which was in pay status as of the beginning of the
            three (3) year period ending on the termination date of the
            Plan, to each such benefit, based on the provisions of the Plan
            (as in effect during the five (5) year period ending on such
            date) under which such benefit would be the least; and
 
                 (ii)  In the case of a Participant's or Beneficiary's
            benefit (other than a benefit described in (1) above) which
            would have been in pay status as of the beginning of such three
            (3) year period if the Participant had retired prior to the
            beginning of the three (3) year period and if his or her
            benefits had commenced (in the normal form of pension payment)
            as of the beginning of such period, to each such benefit based
            on the provisions of the Plan (as in effect during the five (5)
            year period ending on such date) under which such benefit would
            be the least.
 
      For purposes of (i) above, the lowest benefit in pay status during a
 three (3) year period shall be considered the benefit in pay status for
 such period.
 
  <PAGE>
            (b)  Second, (i) to all other benefits (if any) of individuals
      under the Plan guaranteed under Title IV of ERISA (determined without
      regard to Section 4022B(b) of ERISA, and (ii) to the additional
      benefits (if any) which would be determined under (i) if Section
      4022(b)(5) of ERISA did not apply.
 
            (c)  Third, to all other nonforfeitable benefits under the Plan.
 
            (d)  Fourth, to all other benefits under the Plan.
 
            (e)  Fifth, any balance attributable to such Employer remaining
      in the Trust Fund after payment or providing for payment of the
      benefits described in the foregoing categories (a) through (d) shall
      be returned to the Employer.
 
      If the assets of the Trust attributable to such Employer available for
 allocation under any category (other than category (c) or (d)) are
 insufficient to satisfy in full the benefits of all individuals which are
 described in that category, the assets shall be allocated pro rata among
 such individuals on the basis of the present value (as of the termination
 date) of their respective benefits described in that category.  If the
 assets of the Trust available for allocation under category (c) are not
 sufficient to satisfy in full the benefits of individuals described in that
 category, then (i) except as provided in subsection (ii), the assets shall
 be allocated to the benefits of individuals described in category (c) on
 the basis of the benefits of individuals which would have been described in
 category (c) under the Plan as in effect at the beginning of the five (5)
 year period ending on the date of Plan termination; and (ii) if the assets
 available for allocation under subsection (i) are sufficient to satisfy in
 full the benefits described in category (c), then for purposes of
 subsection (i) benefits of such individuals described therein shall be
 determined on the basis of the Plan as amended by the most recent Plan
 amendment effective during such five (5) year period under which the assets
 available for allocation are sufficient to satisfy in full the benefits of
 individuals described in subsection (i) and any assets remaining to be
 allocated under such subsection shall be allocated under subsection (i) on
 the basis of the Plan as amended by the next succeeding plan amendment
 effective during such period.
 
      22.3  BENEFIT SERVICE AND AVERAGE ANNUAL COMPENSATION FOLLOWING PLAN
 TERMINATION.  In the event an Employer terminates the Plan with respect to
 its Employees, the Years of Benefit Service and Average Annual Compensation
 of an affected Participant who is subsequently employed by another Employer
 prior to incurring a Break in Service shall include his or her Years of
 Benefit Service and Average Annual Compensation prior to such termination;
 provided, however, the benefits, if any, subsequently payable to or in
 respect of such a Participant shall be reduced by a benefit which is the 
 
  <PAGE>
 Actuarial Equivalent of the amount, if any, distributed to him or her in
 accordance with Section 22.2 by reason of such termination.  If a
 Participant who is affected by a termination is not employed by another
 Employer before he or she has incurred a Break in Service, his or her Years
 of Benefit Service and Average Annual Compensation prior to such
 termination shall be disregarded.
 
 
                               ARTICLE XXIII
                         RETIREE MEDICAL BENEFITS
 
      23.1  401(h) ACCOUNT.  The Trustee shall establish and maintain a
 separate account ("401(h) account") for the payment, in accordance with
 this Article, of benefits for sickness, accident, hospitalization and
 medical expenses of retired Employees, their spouses and their dependents. 
 The provision of such benefits is intended to comply with the applicable
 requirements of Section 401(h) of the Code and the regulations thereunder.
 
      23.2  RETIREE MEDICAL BENEFITS.  The benefits payable under this
 Article ("Retiree Medical Benefits") and the amount to be paid shall be
 determined under the terms and provisions of the Hannaford Bros. Co.
 Retiree Medical Plan ("Retiree Medical Plan"), as the same may from time to
 time be amended.  In no event shall payment of any benefit be made under
 this Article with respect to any Employee unless --
 
           (a)  the Employee, or his or her spouse or dependent, is entitled
      to such benefit under the Retiree Medical Plan; and
 
           (b)  the Employee is eligible to receive retirement benefits
      under the Plan or has terminated employment due to permanent
      disability.  For purposes of the preceding sentence an Employee shall
      not be considered eligible to receive retirement benefits if
      termination of employment is a condition to receiving such benefits.
 
      23.3  CONTRIBUTIONS.  Each Employer whose Employees are eligible to
 participate in the Retiree Medical Plan may from time to time contribute to
 the Trust amounts to be allocated to the 401(h) account.  At the time of
 each such contribution, the Employer shall designate in writing that the
 contribution is to be used to fund Retiree Medical Benefits.  An Employer's
 contributions to the 401(h) account shall be reasonable and ascertainable
 and shall not exceed the total cost of providing Retiree Medical Benefits
 to its Employees.  The total cost of providing Retiree Medical  Benefits
 shall be determined in accordance with any generally accepted actuarial
 method which is reasonable in view of the provisions of the Retiree Medical 
 
  <PAGE>
 Plan, the funding medium, and other applicable considerations.  In no event
 shall the aggregate Employer contribution to fund Retiree Medical Benefits
 for any taxable year exceed the greater of --
 
           (a)  an amount determined by distributing the remaining unfunded
      costs of past and current service credits as a level amount or a level
      percentage of Compensation over the remaining future service of each
      Employee; or
 
           (b)  ten percent (10%) of the total cost required to fund such
      benefits.
 
 To determine the appropriate limit under the preceding sentence, either
 subsection (a) shall apply to all Employees or subsection (b) shall apply
 to all Employees.
 
      In addition, the aggregate contributions for Retiree Medical Benefits
 when added to the contributions, if any, under the Plan, for life insurance
 benefits, shall not exceed twenty-five percent (25%) of the total actual
 contributions to the Plan (other than contributions for past service
 credits) after January 1, 1990.  For purposes of this Section, life
 insurance benefits include any benefit paid under the Plan as a result of a
 Participant's death, to the extent such payment exceeds the amount of the
 reserve required to provide the retirement benefits accrued by the
 Participant as of the date of death.
 
      23.4  FORFEITURES.  In the event that the interest of any individual
 in Retiree Medical Benefits is forfeited prior to the termination of the
 Retiree Medical Plan, an amount equal to the amount of such forfeiture
 shall be applied as soon as possible to reduce future Employer
 contributions to fund Retiree Medical Benefits.  Notwithstanding the
 preceding sentence, at no time shall an Employee or his or her spouse or
 dependents have a vested interest in Retiree Medical Benefits or in the
 401(h) account; neither shall retirement nor entitlement to retirement
 benefits hereunder create any such vested interest in any individual.
 
      23.5  INVESTMENTS.  The 401(h) account shall be maintained for
 recordkeeping purposes only, and contributions to the 401(h) account may be
 commingled for investment purposes with contributions pursuant to Article
 XVIII of the Plan, provided that earnings and losses on investments are
 allocated to the 401(h) account in the same proportion that the value of
 assets in the 401(h) account bears to the total value of all Plan assets.
 
      23.6  REVERSION TO EMPLOYER.  Prior to the satisfaction of all
 liabilities hereunder to pay Retiree Medical Benefits, no part of the
 corpus or income of the 401(h) account may be used for, or diverted to, any
 purpose other than the satisfaction of such liabilities or the payment of 
 
  <PAGE>
 any necessary or appropriate expenses attributable to the administration of
 the 401(h) account.  After satisfaction of all liabilities hereunder to pay
 Retiree Medical Benefits, any assets remaining in the 401(h) account shall
 be returned to the Employers in the same proportion that each such
 Employer's aggregate contributions to the 401(h) account bear to the total
 contributions of all such Employers to the 401(h) account.
 
      23.7  KEY EMPLOYEES.  The Trustee shall establish and maintain a
 separate subaccount within the 401(h) account with respect to the Retiree
 Medical Benefits payable to a Key Employee (or his or her spouse and
 dependents), and such benefits shall be payable only from such subaccount.
 
 
                               ARTICLE XXIV
                        NONALIENABILITY OF BENEFITS;
                    QUALIFIED DOMESTIC RELATIONS ORDERS
 
 
      24.1  NONALIENABILITY OF BENEFITS.  Except as expressly provided
 below, the benefits provided under the Plan shall not be subject to
 alienation, assignment, garnishment, attachment, execution or levy of any
 kind, and any attempt to cause such benefits to be so subjected will not be
 recognized.
 
      24.2  QUALIFIED DOMESTIC RELATIONS ORDERS.  The provisions of the
 immediately preceding section shall apply to the creation, assignment or
 recognition of a right to any benefit payable with respect to a Participant
 pursuant to a domestic relations order, unless the order is determined to
 be a qualified domestic relations order.
 
      24.3  NOTICE.  Upon the receipt of any domestic relations order by the
 Plan, the Retirement Committee shall promptly notify, in writing, the
 Participant and any alternate payee named in the domestic relations order
 (at the address included in the domestic relations order) of the receipt of
 such order and the Plan's procedures for determining the qualified status
 of such domestic relations order.
 
      24.4  REPRESENTATIVE.  Any alternate payee named in a domestic
 relations order received by the Plan shall have the right to designate, by
 notice in writing to the Retirement Committee, a representative for the
 receipt of copies of notices that are sent to the alternate payee with
 respect to such domestic relations order.
 
      24.5  SEPARATE ACCOUNT.  During any period in which the issue of
 whether a domestic relations order is a qualified domestic relations order
 is being determined (by the Retirement Committee, by a court of competent 
 
  <PAGE>
 jurisdiction, or otherwise), the Retirement Committee shall direct the
 Trustee to segregate in a separate interest-bearing account in the Plan or
 in an interest-bearing escrow account, the amounts which would have been
 payable to any alternate payee during such period if the order had been
 determined to be a qualified domestic relations order.
 
      24.6  DETERMINATION BY RETIREMENT COMMITTEE.
 
            (a)  Within ninety (90) days after receipt of a domestic
      relations order, the Retirement Committee shall determine whether such
      order is a qualified domestic relations order and shall notify, in
      writing, the Participant and each alternate payee named in such order
      of such determination.
 
            (b)  If the Retirement Committee shall determine that the
      domestic relations order is a qualified domestic relations order, the
      Retirement Committee shall direct the Trustee to pay to each alternate
      payee named in such order, the benefits required to be paid under such
      order, including any amounts segregated in a separate account or
      escrow account in accordance with the immediately preceding Section
      (including any interest thereon).
 
            (c)  If the Retirement Committee shall determine that the
      domestic order is not a qualified domestic relations order, the notice
      required by subsection (a) above shall include a statement of the
      specific reason or reasons for the Retirement Committee's
      determination and the Retirement Committee shall direct the Trustee to
      continue to segregate, in a separate account or escrow account, during
      the eighteen (18) month period beginning on the date that the first
      payment is required to be made under such domestic relations order,
      any amounts which would have been payable to any alternate payee
      during such eighteen (18) month period if the order had been
      determined to be a qualified domestic relations order, unless such
      order shall sooner be determined, by the Retirement Committee or a
      court of competent jurisdiction, to be a qualified domestic relations
      order, in which event the Retirement Committee shall direct the
      Trustee to make payment of any such segregated amount to each
      alternate payee named in the order in accordance with subsection (b)
      above.  If neither the Retirement Committee nor a court of competent
      jurisdiction shall determine within said period of eighteen (18)
      months that such domestic relations order is a qualified domestic
      relations order; then, upon expiration of said period, the Retirement
      Committee shall direct the Trustee to pay any such segregated amount
      (including any interest thereon) to the person or persons who would
      have been entitled to such amounts if there had been no order.
 
      24.7  DEFINITIONS.  As used in this Article, the following terms shall
 have the meanings hereinafter set forth:
 
  <PAGE>
            (a)  "Alternate payee" shall mean any spouse, former spouse,
      child or other dependent of a Participant who is recognized by a
      domestic relations order as having a right to receive all, or a
      portion of, the benefits payable under the Plan with respect to such
      Participant.
 
            (b)  "Domestic relations order" shall mean any judgment, decree
      or order (including approval of property settlement agreement) which
      relates to the provisions of child support, alimony payments or
      marital property rights to a spouse, former spouse, child or other
      dependent of a Participant, and is made pursuant to a state domestic
      relations law (including a community property law).
 
           (c)  "Earliest retirement age" shall mean the date on which,
      under the Plan, a Participant could elect to receive retirement
      benefits. 
 
           (d)  "Qualified domestic relations order" shall mean a domestic
      relations order which:
 
                (i)  creates or recognizes the existence of an alternate
           payee's right to, or assigns to an alternate payee the right to,
           receive all or a portion of the benefits payable with respect to
           a Participant under the Plan; and
 
                (ii)  clearly specifies:
 
                      (1)  the name and the last known mailing address (if
                any) of the Participant and the name and mailing address of
                each alternate payee covered by the order;
 
                      (2)  the amount or percentage of the Participant's
                benefits to be paid by the Plan to each such alternate
                payee, or the manner in which such amount or percentage is
                to be determined; 
 
                      (3)  the number of payments or period to which such
                order applies; and
 
                      (4)  each plan to which such order applies; and
 
                 (iii)  does not require the Plan to:
 
                        (1)  provide any type or form of benefits, or any
                 option, not otherwise provided under the Plan;
 
                        (2)  provide increased benefits (determined on the
                 basis of actuarial value); or
 
  <PAGE>
                        (3)  pay benefits to an alternate payee which are to
                 be paid to another alternate payee under an order
                 previously determined to be a qualified domestic relations
                 order.
 
      In the case of any payment to an alternate payee before a Participant
 has separated from service, a domestic relations order shall not be treated
 as failing to meet the requirements of clause (1) of subparagraph (iii)
 solely because such order requires that payment of benefits be made to an
 alternate payee:
 
                 (i)  on or after the date on which the Participant attains
            (or would have attained) the earliest retirement age;
 
                 (ii)  as if the Participant has retired on the date on
            which such payment is to begin under such order; and
 
                 (iii)  in any form in which such benefits may be paid under
            the Plan to the Participant (other than in the form of a
            qualified joint and survivor annuity with respect to the
            alternate payee and his or her subsequent spouse).
 
 
                                 ARTICLE XXV
                               DIRECT ROLLOVERS
 
      25.1  ELIGIBILITY.  Effective January 1, 1993, a Participant who is
 entitled to receive a lump sum payment from the Plan may elect to have such
 payment (or portion thereof not less than $500) made directly to an
 individual retirement account described in Section 408(a) of the Code, an
 individual retirement annuity described in Section 408(b) of the Code
 (other than an endowment contract), a trust described in Section 401(a) of
 the Code which is exempt from tax under Section 501(a) of the Code and
 which is part of a defined contribution plan described in Section 414(i) of
 the Code that permits rollover contributions, or an annuity plan described
 in Section 403(a) of the Code.
 
      An alternate payee who is entitled to receive a lump sum payment from
 the Plan pursuant to a qualified domestic relations order under Article
 XXIV and who is the spouse or a former spouse of a Participant may make an
 election pursuant to the preceding paragraph as if such alternate payee
 were the Participant.
 
  <PAGE>
      A surviving spouse who is entitled to receive a lump sum payment from
 the Plan by reason of the Participant's death may elect to have such
 payment (or a portion thereof not less than $500.00) made directly to an
 individual retirement account described in Section 408(a) of the Code or an
 individual retirement annuity described in Section 408(b) of the Code.  A
 surviving spouse who is the Participant's beneficiary under a Five Year
 Certain and Life Annuity and who is entitled to receive payments under such
 annuity by reason of the Participant's death may elect as hereinafter
 provided to have such payments (or a portion thereof not less than $500.00)
 made directly to an individual retirement account described in Section
 408(a) of the Code or an individual retirement annuity described in Section
 408(b) of the Code, provided the aggregate amount of such payments for the
 calendar year will be at least $200.00.
 
      The preceding provisions of this Section shall apply only to the
 extent payment to the Participant, alternate payee, or surviving spouse, as
 the case may be, is not required under Section 26.3.
 
      25.2  NOTICE.  No earlier than ninety (90) days and no later than
 thirty (30) days before a lump sum payment is to be made under the Plan, or
 before payments commence to a surviving spouse under a Five Year Certain
 and Life Annuity, the Retirement Committee shall provide the Participant,
 alternate payee, or surviving spouse, as the case may be, with a written
 explanation of - 
 
            (a)  the rules under which he or she may elect a payment
      pursuant to this Article ("direct rollover");
 
            (b)  the legal requirement that federal income tax be withheld
      from the payment if he or she does not elect a direct rollover;
 
            (c)  the rules under which the amount that he or she actually
      receives will not be subject to federal income tax if such amount is
      transferred ("rolled over") within sixty (60) days after being
      received pursuant to Section 402(c) of the Code;
 
            (d)  the rules, if applicable, for receiving special income tax
      averaging, or capital gain treatment, under Section 402(d) of the
      Code; and
 
            (e)  the Plan provisions under which a direct rollover election
      by a surviving spouse with respect to one payment in a series of
      periodic payments under a Five Year Certain and Life Annuity will
      apply to all subsequent payments until such election is changed.
 
  <PAGE>
            Such written explanation shall be provided annually to a
      surviving spouse receiving benefits under a Five Year Certain and Life
      Annuity.  If the time requirements in this paragraph would require
      that written explanation be given prior to January 1, 1993, such
      requirements shall not apply, and the Retirement Committee shall
      provide the written explanation within a reasonable period of time
      before payment is to be made.
 
           Notwithstanding the foregoing to the contrary, if an individual,
      after receiving the written explanation required by this Section,
      affirmatively elects to make or not make a direct rollover, an
      eligible rollover distribution may be made less than thirty (30) days 
      after the date such written explanation was given, provided the
      Retirement Committee has informed such individual, in writing, of his
      or her right to a period of at least thirty (30) days to make such
      election.
 
      25.3  ELECTION.  An election pursuant to this Article shall be made in
 such manner and at such time as the Retirement Committee shall prescribe
 and shall include:
 
           (a)  the name of the individual retirement account or plan
      receiving the direct rollover;
 
           (b)  a statement that such account or plan is eligible to receive
      a direct rollover; and
 
           (c)  any other information necessary to permit a direct rollover
      by the means selected by the Retirement Committee.
 
      If a Participant is married, a direct rollover of a payment exceeding
 $3,500 may not be made unless such Participant has obtained the written
 consent of his or her spouse as required by Section 10.6.  An alternate
 payee who is a former spouse of a Participant shall not be required to
 obtain the written consent of his or her new spouse, if remarried, in order
 to make a direct rollover.
 
      An election by a surviving spouse to make a direct rollover with
 respect to one payment in a series of periodic payments under a Five Year
 Certain and Life Annuity shall apply to all subsequent payments in the
 series until such election is changed; such change with respect to
 subsequent payments may be made at any time.
 
  <PAGE>
                               ARTICLE XXVI
                               MISCELLANEOUS
 
      26.1  MERGER OR CONSOLIDATION OF PLAN.  In case of any merger or
 consolidation of the Plan with, or transfer of assets or liabilities of the
 Plan to, any other plan, provision must be made so that each Participant
 would, if the Plan then terminated, receive a benefit immediately after the
 merger, consolidation or transfer which is equal to or greater than the
 benefit he or she would have been entitled to receive immediately before
 the merger, consolidation or transfer if the Plan had then terminated.  In
 the case of a plan spin-off from the Plan, the applicable percentage of
 "excess assets," as defined in Section 414(l) of the Code, if any, shall be
 allocated to the spun off plan, as required under such section.
 
      26.2  DISTRIBUTIONS TO MINORS AND INCOMPETENT PERSONS.  If any person
 to whom benefits shall be distributable under the Plan shall be a minor or
 if the Retirement Committee, in its discretion, shall determine that such
 person is incompetent by reason of mental or physical disability, the
 Retirement Committee may direct the Trustee to distribute such benefits in
 one or more of the following ways:
 
            (a)  directly to such minor or incompetent person; 
 
            (b)  to the legal representative or spouse of such person; or
 
            (c)  to any other person for the use or benefit of such minor or
      incompetent person.
 
      In no event shall either the Retirement Committee or Trustee be
 required to see to the application of any such distributions, and
 distributions made pursuant to this Section shall operate as a complete
 discharge of the Trustee, the Retirement Committee and the Trust Fund.
 
      26.3  COMMENCEMENT OF DISTRIBUTIONS.  A Participant who had not
 attained age seventy and one-half (70 1/2) prior to January 1, 1988, shall
 commence (or recommence if benefits were suspended), to receive benefits
 not later than April 1 of the calendar year following the calendar year in
 which he or she attains age seventy and one-half (70 1/2).  A Participant
 who had attained age seventy and one-half (70 1/2) prior to January 1,
 1988, shall commence (or recommence) to receive benefits not later than
 April 1 of the calendar year following the calendar year in which he or she
 terminates employment, unless such Participant is a Five Percent Owner, in
 which case benefits shall commence (or recommence) in accordance with the
 requirements of the Plan as in effect on December 31, 1988.  For purposes
 of this Section, "Five Percent Owner" means a Participant who is a Five
 Percent Owner at anytime during or after the Plan Year ending within the
 calendar year in which such Participant attains age sixty-six and one-half
 (66 1/2).
  <PAGE>
      Notwithstanding any provision of this Plan to the contrary,
 distributions shall be made in accordance with the regulations under
 Section 401(a)(9) of the Code, including the minimum distribution
 incidental death benefit requirements of Section 1.401(a)(9)-2, and shall
 be distributed over the life of such Participant (or over the lives of such
 Participant and his or her designated Beneficiary) or over a period not
 extending beyond the life expectancy of such Participant (or the life
 expectancy of such Participant and his or her designated Beneficiary).  The
 provisions of Section 401(a)(9) of the Code and the regulations thereunder
 shall override any distribution options inconsistent therewith.
 
      Except as provided in Section 12.3, payment of benefits pursuant to
 this Section shall be in the form of a qualified joint survivor annuity
 described in Section 10.5 if the Participant is legally married on the date
 payment is to commence, otherwise in the form of an annuity for the life of
 the Participant.
 
      26.4  SEPARATE PLANS.  The adoption of the Plan by an Employer that is
 not a subsidiary of Hannaford Bros. Co. shall constitute the adoption of a
 separate and distinct plan from that of all other Employers.  All
 contributions made by each Employer, any forfeitures under each Employer's
 plan, and all assets held in the Trust for the benefit of the participating
 Employees of such Employer shall be treated and administered separately for
 the exclusive benefit of the participating Employees of such Employer.
 
      26.5  SERVICE IN VARIOUS FIDUCIARY CAPACITIES.  Any person or group of
 persons may serve in more than one fiduciary capacity with respect to the
 Plan and Trust.
 
      26.6  EXCLUSIVE BENEFIT.  Except as provided in Sections 18.2, 22.2
 and 23.6, no part of the corpus or income of the Trust Fund shall be used
 for, or diverted to, purposes other than the exclusive benefit of the
 Employees and their Beneficiaries. 
 
      26.7  EMPLOYMENT.  Participation in the Plan shall not give any
 Participant the right to be retained in the employ of the Employer, or any
 other right not specified herein. 
 
      26.8  PREDECESSOR EMPLOYER PLAN.  In the event an Employer maintained
 a plan of a predecessor employer prior to adopting the Plan, service with
 such predecessor employer shall be treated as service with such Employer.
 
      26.9  Governing Law.  This Plan shall be governed and construed by the
 laws of the United States of America and, to the extent that such laws do
 not preempt state law, by the laws of the State of Maine.
 
  <PAGE>
      26.10  Article and Section Headings and Table of Contents.  The
 Article and Section headings and Table of Contents are inserted for
 convenience of reference and shall not be considered in the construction of
 the Plan.
 
      26.11  Actuarial Equivalency Assumptions.  The following assumptions
 shall be used to determine Actuarial Equivalency of benefits payable under
 the Plan:
 
            (a)  Interest:    Six and one-half percent (6 1/2%)
 
            (b)  Mortality:   1971 Group Annuity Mortality Table using male
      rates for all Participants regardless of sex and male rates set back
      six (6) years for all Contingent Annuitants regardless of sex.
 
 In the event the above assumptions are amended, the Actuarial Equivalent of
 a Participant's Accrued Benefit on or after the date of such amendment
 shall be the greater of (i) the Actuarial Equivalent of such benefit under
 the Plan, as amended, or (ii) the Actuarial Equivalent of the Participant's
 Accrued Benefit, as of the date of such amendment, under the Plan prior to
 the amendment.
 
      26.12  PROHIBITION ON REDUCTION OF ACCRUED BENEFIT.  Notwithstanding
 any provision of the Plan to the contrary, no increase in Covered
 Compensation shall, except to the extent permitted under Section
 411(b)(1)(G) of the Code and not otherwise prohibited by the Code or ERISA,
 decrease a Participant's Accrued Benefit.
 
      26.13  DELEGATION OF AUTHORITY BY SUBSIDIARIES.  Each subsidiary of
 Hannaford Bros. Co. that adopts the Plan hereby irrevocably grants to
 Hannaford Bros. Co., the Board of Directors, the Retirement Committee and
 the Finance Committee exclusive authority to exercise all of the powers
 conferred on them by the terms of the Plan, including the power vested in
 the Board of Directors to amend or terminate the Plan.  Each subsidiary
 shall automatically become a party to the Trust without further action on
 its part.
 
      26.14  COST OF LIVING ADJUSTMENT.  Effective January 1, 1990, the
 monthly pension benefit of each current retiree under the Plan shall be
 increased by four percent (4%), compounded annually, by the number of years
 between 1989 and the later of the year of his or her retirement or 1975.
 
      26.15  EARLY RETIREMENT INCENTIVE PROGRAM.  A Participant, other than
 a Driver Participant or Warehouse Participant, who meets the requirements
 of subsection (a) shall receive the benefit enhancements described in
 subsection (b).  A Driver Participant or Warehouse Participant who meets
 the requirements of subsection (c) shall receive the benefit enhancements
 described in subsection (d).
 
  <PAGE>
            (a)  To receive the benefit enhancements described in 
      subsection (b) a Participant must -
 
                 (i)  have attained age fifty-five (55) and completed ten
            (10) or more Years of Benefit Service on or before September 30,
            1992; and
 
                 (ii)  have elected by September 10, 1992, to retire on or
            after July 1, 1992, and on or before September 30, 1992.
 
            (b)  A Participant who meets the requirements of 
      subsection (a) -
 
                 (i)  shall receive an additional five (5) years of age, an
            additional five (5) Years of Benefit Service, or a combination
            of additional years of age and Years of Benefit Service not
            exceeding five (5), whichever will produce the greatest Accrued
            Benefit under Section 4.1;
 
                 (ii)  shall have severance pay included in the definition
            of "Compensation" for purposes of calculating his or her Accrued
            Benefit under Section 4.1; and
 
                 (iii)  may elect to receive an Actuarially Equivalent lump
            sum payment of his or her entire Accrued Benefit upon
            retirement.
 
            (c)  To receive the benefit enhancements described in sub-
      section (d), a Driver Participant or Warehouse Participant must -
 
                 (i)  have attained age fifty-five (55) and completed ten
            (10) or more Years of Benefit Service on or before October 31,
            1992; and
 
                 (ii)  have elected by October 10, 1992, to retire on or
            after July 1, 1992, and on or before October 31, 1992.
 
            (d)  A Driver Participant or Warehouse Participant who meets the
      requirements of subsection (a) -
 
                 (i)  shall receive an additional five (5) years of age, an
            additional five (5) Years of Benefit Service or a combination of
            additional years of age and Years of Benefit Service, whichever
            will produce the greatest Accrued Benefit under Section 4.2 or
            Section 4.3; provided, however, that additional Years of Benefit
            Service will be credited only if a Participant is credited with
 
  <PAGE>
            fewer than thirty (30) Years of Benefit Service and only to the
            extent such crediting of additional years would not cause a
            Participant to exceed a total of thirty (30) Years of Benefit
            Service; and
 
                 (ii)  may elect to receive an Actuarially Equivalent lump
            sum payment of his or her entire Accrued Benefit upon
            retirement.
 
      26.16 DIRECTED PAYMENTS.  Effective January 1, 1994, a former
 Participant, surviving spouse or Beneficiary who is entitled to receive
 monthly benefit payments from the Plan and who is a participant in the
 Hannaford Bros. Co. Retiree Medical Plan ("Retiree Medical Plan") may
 direct the Trustee to deduct such portion of each monthly benefit payment
 as is necessary to satisfy his or her required monthly contribution under
 the Retiree Medical Plan and to remit such amount to the Hannaford Bros.
 Co. Tax Exempt Employee Benefits Trust ("Tax Exempt Trust"), the amount of
 each monthly benefit payment from the Plan is at least equal to the amount
 of his or her required monthly contribution under the Retiree Medical Plan.
 Such direction shall be made on such form and in such manner as the
 Retirement Committee may prescribe and shall be effective as of the first
 monthly benefit payment following receipt by the Retirement Committee,
 provided it is received at least fifteen (15) days in advance of such
 payment.
 
      Notwithstanding the foregoing to the contrary, any individual who is a
 former highly compensated employee (within the meaning of Section 414(q) of
 the Code) or who is a "party in interest" (as defined in Section 3(14) of
 ERISA) shall not be permitted to direct payments pursuant to this Section.
 
      A direction pursuant to this Section may be revoked, in writing, by
 the former Participant, surviving spouse or Beneficiary, as the case may
 be, at any time, and shall be effective as soon as practicable following
 receipt by the Retirement Committee.
 
      The Retirement Committee may terminate the availability of this direct
 payment provision upon thirty (30) days' prior written notice to the
 Trustee and each affected former Participant, surviving spouse and
 Beneficiary.
 
      The Retirement Committee shall maintain records sufficient to
 demonstrate that no payments have been made to the Tax Exempt Trust
 pursuant to this Section before the monthly benefit payment would have been
 otherwise made to the former Participant, surviving spouse or Beneficiary,
 as the case may be, and that no expense has been incurred by the Plan as a
 result of this Section.