Exhibit 10.30

                           SECOND AMENDMENT
                                TO THE
                           HANNAFORD BROS. CO.
                 STOCK OWNERSHIP PLAN FOR OUTSIDE DIRECTORS

     The Hannaford  Bros. Co. Stock  Ownership  Plan for Outside  Directors (the
"Plan") was adopted by the Board of Directors,  subject to shareholder approval,
on March 3, 1995,  and approved by  shareholders  on May 24, 1995.  The Plan was
thereafter  amended  on one  occasion  and is hereby  amended  in the  following
respects.

     1. The terms used in this  Amendment  shall have the  meanings set forth in
the Plan unless the context indicates otherwise.

     2. The first  paragraph of subsection (d) of Section 6 is hereby amended to
read as follows:

        "(d) PERFORMANCE PERIOD.  Except as hereinafter provided, a
     Performance Period shall be the five (5) consecutive Fiscal Years
     commencing on the date Performance Shares are granted, and a new
     Performance Period shall begin on the first day of each Fiscal Year.
     For the 1991 Fiscal Year, five (5) Performance Periods shall begin
     concurrently, one ending with such Fiscal Year, one ending after two
     (2) consecutive Fiscal Years, one ending after three (3) consecutive
     Fiscal Years, one ending after four (4) consecutive Fiscal Years, and
     one ending after five (5) consecutive Fiscal Years.  Upon the
     occurrence of a Change in Control Event described in Section 4(c)(v),
     all Performance Periods then in effect shall end on the effective date
     of such event; provided, however, that where the event is shareholder
     approval of a consolidation, merger or other transaction, the
     Performance Periods shall end on the effective date of such
     transaction."

     3.  Subsection (g) of Section 6 is hereby amended to read as follows:

         "(g)  DISTRIBUTION TO DIRECTOR.  The amount credited to a
     Director's Performance Share Deferral Account shall be paid to him or
     her in a lump sum, substantially equal consecutive monthly
     installments over a period not to exceed ten (10) years, or in such
     other form as the Committee may permit.  Each Director shall, prior to
     resigning from the Board, specify on such written form as the
     Committee may prescribe, the manner in which and the time distribution
     is to be made or commence to him or her.  Except as hereinafter
     provided in this Section and in Section 8(f), distribution with
     respect to a Director shall not be made or commence before the later
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     of the Director's resignation from the Board or attainment of age
     seventy (70). Upon the occurrence of a Change in Control Event
     described in Section 4(c)(v), distribution with respect to a Director
     shall not be made or commence before the later of the Director's
     resignation from the Board or the effective date of such event;
     provided, however, that where the event is shareholder approval of a
     consolidation, merger or other transaction, distribution shall not be
     made prior to the effective date of such transaction."

     4. Section 8 is amended by adding a new subsection (j) to read as follows:

        "(j) CALENDAR YEAR AND FISCAL YEAR 2000.  Notwithstanding any
     provision of the Plan to the contrary, a Director may not elect to
     receive his or her Annual Retainer for calendar year 2000 in the form
     of Options in lieu of cash, and may not elect to defer his or her
     Annual Retainer for calendar year 2000, and the Company shall not
     grant Performance Shares to any Director for the Fiscal Year
     commencing in 2000."

     5.  This Amendment shall be effective December 15, 1999.