Exhibit 10.6














          HANNAFORD SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         (as amended and restated effective January 1, 1998)


<PAGE>


                              PREAMBLE

     The primary objective of the Hannaford  Supplemental  Executive  Retirement
Plan,  as amended and  restated  herein,  is to provide a  competitive  level of
retirement income in order to attract and retain selected  executives.  The plan
is designed to provide a benefit which, when added to other retirement income of
an  executive,  will meet this  objective.  Participation  in the Plan  shall be
limited to a select group of management or highly  compensated  employees within
the meaning of ERISA.


                              ARTICLE I
                             Definitions

     1.1 "Basic Plan" shall mean the Hannaford Cash Balance Plan, as amended.

     1.2  "Beneficiary"  shall  mean  the  person  or  persons  designated  by a
Participant  to receive any benefits  payable under the Basic Plan following the
death of the Participant.

     1.3  "Board" or "Board of Directors" shall mean the Board of Directors of
Hannaford Bros. Co.

     1.4 "Cash Balance Account" or "Account" shall mean the account  established
pursuant to Section 3.1.

     1.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.

     1.6  "Committee" shall mean the committee appointed by the Human Resources
Committee of the Board to administer the Basic Plan.

     1.7  "Company" shall mean Hannaford Bros. Co. and any successor to all or
a major portion of its assets or business which
assumes the obligations of Hannaford Bros. Co. under the Plan.

     1.8  "Compensation"  shall mean a Participant's  compensation as defined in
the  Basic  Plan,   without  regard  to  those  provisions  in  the  Basic  Plan
incorporating  the limit on the amount of  compensation  which may be taken into
account under Section  401(a)(17) of the Code and including any amounts of basic
compensation  deferred under a nonqualified deferred compensation plan sponsored
by the Company.

     1.9 "Disabled Participant" shall have the meaning given such term under the
Basic Plan.


<PAGE>


     1.10 "Effective Date" of this amendment and restatement  shall mean January
1, 1998.

     1.11 "ERISA"  shall mean the  Employee  Retirement  Income  Security Act of
1974, as amended.

     1.12  "Participant"  shall mean an  employee  of the  Company or one of its
subsidiaries who is a member of a select group of management employees, who is a
"highly compensated  employee" within the meaning of Code Section 414(q) and who
is a participant in the Basic Plan.

     1.13 "Plan" shall mean the Hannaford Supplemental Executive Retirement Plan
as set forth herein and hereafter amended.

                              ARTICLE II
                      Eligibility for Benefits

     2.1 Retirement  Benefit.  On his or her retirement or other  termination of
employment  a  Participant  who meets the  requirement  of Section  2.3 shall be
entitled  to a benefit  under this Plan equal to the value of the  Participant=s
Cash Balance Account.

     2.2 Death Benefit. If the Participant dies prior to the date payment of his
or her benefit commences under this Plan, the Participant=s Cash Balance Account
shall be paid to the  surviving  spouse or  Beneficiary  entitled to receive any
death benefit payable with respect to the  Participant  under the Basic Plan. In
the absence of such  surviving  spouse or  designated  beneficiary,  the Account
shall be paid to the Participant=s estate.

     2.3 Vesting  Requirement.  No benefits are payable  under this Plan,  other
than a death benefit, unless the Participant is vested under the Basic Plan.

                              ARTICLE III
                             Plan Benefits

     3.1 Cash Balance Formula.  Effective  January 1, 1998, the benefits payable
to or in respect of 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.  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 assets of the


<PAGE>


Company or any of its subsidiaries.

          The opening  Account  balance of a  Participant  who is an employee on
January 1, 1998, shall equal the product of (i) the Participant's annual benefit
under this Plan as of December  31,  1997,  and (ii) the  applicable  conversion
factor in Schedule A. The applicable  conversion  factor for a Participant whose
employment  extends  beyond  his or her normal  retirement  date under the Basic
Plan, or whose normal  retirement  date under the Basic Plan is determined  with
reference to his or her employment  commencement  date, shall be the same as the
conversion factor for a Participant who has reached his or her normal retirement
date  under  the  Basic  Plan.  For  purposes  of  this  paragraph,  a  Disabled
Participant who is receiving  hours of service credit on January 1, 1998,  under
the Basic Plan shall be treated as an employee on such date.

          A  Participant=s  annual  benefit  under this Plan as of December  31,
1997, shall be determined in the same manner as his or her accrued benefit as of
such date was determined under the Basic Plan.

          The   Account   balance  of  a   Participant   who  does  not  have  a
nonforfeitable  right to his or her accrued benefit under the Basic Plan and who
terminates employment after December 31, 1997, shall be restored upon his or her
re-employment by the Company or one of its  subsidiaries,  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 re-employment  commencement date
equals or exceeds five (5), as determined in accordance with the Basic Plan.

          (b) Contribution  Credit.  At the end of each month beginning with the
month  in  which  participation  commences,  the Cash  Balance  Account  of each
Participant  shall be credited with an amount equal to three percent (3%) of the
excess of the  Participant=s  Compensation for such month over the Participant=s
compensation for such month under the Basic Plan  ("Contribution  Credit").  The
Cash  Balance  Account  of  a  Disabled   Participant  shall  be  credited  with
Contribution  Credits for the period  during  which Social  Security  disability
income benefits  continue prior to the  commencement of  distributions  from the
Plan,  based upon the excess of the  Participant=s  monthly rate of Compensation
over  the  his  or her  monthly  rate  of  compensation  under  the  Basic  Plan
immediately preceding commencement of his or her disability.

          (c)  Interest  Credit.  At the end of each  month  interest  shall  be
credited  on the  beginning  Account  balance  of  each  Participant  ("Interest
Credit") for such month,  reduced for  distributions  made in such month, at the
same rate that  interest is credited for such period on the account  balances of
participants under the Basic Plan.


<PAGE>



     3.2 Payment of Benefits.  A  Participant's  Cash Balance  Account  shall be
distributed  in cash in the form of a lump  sum or  annual  installments  over a
period not  exceeding  ten (10) years.  Payment shall be made or commence to the
Participant as soon as practicable  following  termination of employment and not
later than the last  business day of the calendar  month  following the month in
which the Participant  terminates  employment or January 31 of the calendar year
following the calendar  year for which the  Participant  terminates  employment.
Each Participant  shall elect the form and time of payment at least  twenty-four
(24)  months  before  payment  shall be  made.  For  purposes  of this  Plan,  a
termination of employment occurs on the date a Participant ceases to be employed
by the Company or one of its  subsidiaries  and is no longer  employed by any of
them.

     Death  benefits  shall be paid in a cash  lump  sum as soon as  practicable
following a Participant=s  death and not later than the last business day of the
calendar month following the month in which the Participant dies.

     Notwithstanding  any  provision  of the Plan to the  contrary,  if the Cash
Balance Account payable with respect to a Participant, does not exceed $5,000 as
of the date  distribution of such benefit is to commence,  payment shall be made
in a lump sum as soon as practicable following the Participant's  termination of
employment or death.

     3.3  Change in Control Event.

          (a)  Upon  the  termination  of a  Participant's  employment  with the
Company  following  the  occurrence of a Change in Control  Event,  the benefits
payable with respect to the  Participant  shall be determined in accordance with
the  applicable  provisions  of this Article III and any  employment  continuity
agreement then in effect between the Participant and the Company.

          (b) Each of the following  events shall constitute a Change in Control
Event for purposes of this Section:

               (i)  Any  person   acquires   beneficial   ownership  of  Company
securities and is or thereby becomes a beneficial owner of securities  entitling
such  person to  exercise  twenty-seven  percent  (27%) or more of the  combined
voting power of the Company's then outstanding stock.

               "Beneficial  ownership"  shall be determined  in accordance  with
Regulation  13D  under  the  Securities  Exchange  Act of 1934,  or any  similar
successor  regulation or rule;  and the term "person"  shall include any natural
person,  corporation,  partnership,  trust  or  association,  or  any  group  or
combination thereof, whose ownership of Company securities would be

<PAGE>


required  to be reported  under such  Regulation  13D, or any similar  successor
regulation or rule.

               (ii) Within any  twenty-five  (25) month period,  individuals who
were Outside Directors at the beginning of such period,  together with any other
Outside  Directors  first  elected  as  directors  of the  Company  pursuant  to
nominations  approved or ratified  by at least  two-thirds  (2/3) of the Outside
Directors in office  immediately  prior to such respective  elections,  cease to
constitute a majority of the Board of Directors.

               "Outside  Director" as of a given date shall mean a member of the
Company's  Board who has been a director of the Company  throughout  the six (6)
months prior to such date and who has not been an employee of the Company at any
time during such six (6) month period.

               (iii) The Company  ceases to be a reporting  company  pursuant to
Section 13(a) of the  Securities  Exchange Act of 1934 or any similar  successor
provision.

               (iv)  The Company's stockholders approve:

                    (A) any  consolidation or merger of the Company in which the
Company is not the  continuing  or  surviving  corporation  or pursuant to which
shares of Company common stock would be converted into cash, securities or other
property,  other  than a merger or  consolidation  of the  Company  in which the
holders  of the  Company's  common  stock  immediately  prior to the  merger  or
consolidation  have  substantially the same  proportionate  ownership and voting
control  of  the  surviving   corporation   immediately   after  the  merger  or
consolidation; or

                    (B) any sale, lease, exchange, liquidation or other transfer
(in one transaction or a series of transactions) of all or substantially  all of
the assets of the Company.

          Notwithstanding  subparagraphs  (A) and (B) above, the term "Change in
Control   Event"   shall  not  include  a   consolidation,   merger,   or  other
reorganization  if upon  consummation of such transaction all of the outstanding
voting  stock of the  Company is owned,  directly  or  indirectly,  by a holding
company,  and the holders of the Company's common stock immediately prior to the
transaction  have  substantially  the same  proportionate  ownership  and voting
control of the holding company.

                              ARTICLE IV
                            Administration


<PAGE>



     4.1   Administrative   Committee.   The   Committee   shall  have  complete
discretionary  authority to control and manage the operation and  administration
of the Plan and to construe Plan  provisions.  Subject to the  provisions of the
Plan, the Committee from time to time may establish rules for the administration
and  interpretation of the Plan. The final  determination of the Committee as to
any  disputed  questions  shall  be  conclusive.   All  actions,  decisions  and
interpretations  of the Committee in  administering  the Plan shall be made in a
uniform and nondiscriminatory manner.

     4.2 Action By  Committee.  A majority of the Committee  shall  constitute a
quorum, and an action of the majority present at any meeting shall be deemed the
action of the  Committee.  Any  member of the  Committee  may  participate  in a
meeting of the Committee through conference telephone or similar  communications
equipment  by means of which all  individuals  participating  in the meeting can
hear each other.  Any action of the  Committee may be taken without a meeting if
all members of the  Committee  sign written  consents  setting  forth the action
taken or to be taken, at any time before or after the intended effective date of
such action.

     4.3  Delegation.  The Committee may authorize one or more of its members to
execute or deliver  any  instrument,  make any  payment or perform any other act
which the Plan  authorizes  or requires the  Committee to do. The  Committee may
employ counsel and other agents, may delegate  ministerial duties to such agents
or to  employees  of the  Company  and may procure  such  clerical,  accounting,
actuarial,  consulting  and other services as it may require in carrying out the
provisions of the Plan.

     4.4 Claims  Procedure.  If an application for a benefit ("claim") is denied
by the Committee,  the Committee shall give written notice of such denial to the
applicant,  by certified or registered mail,  within 90 days after the claim was
filed with the  Committee;  provided,  however,  that such 90-day  period may be
extended  to  180  days  by  the  Committee  if  it   determines   that  special
circumstances  exist  which  require  an  extension  of the  time  required  for
processing the claim. Such denial shall set forth:

          (a)  the specific reason or reasons for the denial;

          (b)  the specific Plan provisions on which the denial is based;

          (c) any additional material or information necessary for the applicant
to perfect the claim and an  explanation  of why such material or information is
necessary; and

          (d)  an explanation of the Plan's claim review procedure.


<PAGE>


Following  receipt of such denial,  the applicant or his or her duly  authorized
representative may:

          (a) request a review of the denial by filing a written application for
review with the Committee  within 60 days after receipt by the applicant of such
denial;

          (b) review  documents  pertinent to the claim at such  reasonable time
and location as shall be mutually  agreeable to the applicant and the Committee;
and

          (c) submit issues and comments in writing to the Committee relating to
its review of the claim.

     The Committee  shall,  after  consideration  of the application for review,
render a decision and shall give written  notice  thereof to the  applicant,  by
certified or registered  mail,  within 60 days after receipt by the Committee of
the application for review;  provided,  however,  that such 60-day period may be
extended  to  120  days  by  the  Committee  if  it   determines   that  special
circumstances  exist  which  require  an  extension  of the  time  required  for
processing  the  application  for review.  Such notice  shall  include  specific
reasons  for  the  decision  and  specific  references  to  the  pertinent  Plan
provisions on which the decision is based.

     4.5  Indemnification.  The Company  shall  indemnify and hold harmless each
member of the Committee against all expenses and liabilities  arising out of his
or her acts or omissions with respect to the Plan, provided such member would be
entitled to indemnification pursuant to the bylaws of the Company.

                              ARTICLE V
                            Miscellaneous

     5.1 Amendment and  Termination  of Plan.  The Board may at any time, in its
sole  discretion,  terminate this Plan or amend the Plan in whole or in part. No
such  termination or amendment shall have the effect of  retroactively  reducing
any  benefit,  based  on a  Participant's  service  with  the  Company  and  its
subsidiaries  and  Compensation as of the date of such termination or amendment,
or  restricting  any  right of a  Participant,  retired  Participant,  surviving
spouse, or other person or estate entitled to benefits hereunder.

     5.2  Employee  Status.  Nothing  contained  herein  will  confer  upon  any
Participant  the right to be retained in the employ of the Company or any of its
subsidiaries or any other right not expressly  provided for herein, nor will the
existence  of  this  Plan  impair  the  right  of  the  Company  or  any  of its
subsidiaries to discharge or otherwise deal with a Participant.


<PAGE>


     5.3  Enforcement.   Except  as  hereinafter  provided,  the  Company  shall
indemnify any  Participant  or other person  having a right to receive  payments
from the  Company in  accordance  with the terms of the Plan for all court costs
and reasonable  attorneys' fees,  including counsel's out of pocket expenses for
actuarial or accounting  services,  incurred in connection with bringing a civil
action in state or federal  court to recover  benefits due or clarify  rights to
future  benefits  under the terms of the Plan. The Company shall not be required
to  indemnify  any person  for such  costs and fees if a state or federal  court
finds that the action is frivolous or if the plaintiff voluntarily dismisses the
action.

     5.4 Funding.  This Plan is unfunded for purposes of the Code and Title I of
ERISA and is not  intended  to meet the  requirements  of Section  401(a) of the
Code.  The Plan  constitutes  the Company's  mere promise to pay benefits in the
future, and a Participant hereunder shall have no greater rights than a general,
unsecured creditor of the Company.

     5.5  Assignment.  To the maximum extent  permitted by law, no benefit under
this Plan shall be  assignable  or subject  in any manner to  alienation,  sale,
transfer,  assignment, claims of creditors, pledge, attachment or encumbrance of
any kind.

     5.6 Taxes.  Any and all taxes that may be due and owing with respect to any
payment under the Plan shall be the sole  responsibility  of the persons to whom
and for whose benefit such payment is made; provided,  however, that the Company
shall  withhold  from any amount  payable  under the Plan all  amounts  that are
required by law to be withheld.

     5.7 Plan Documents.  Each Participant shall receive a copy of this Plan and
the Committee will make  available for  inspection by the  Participant a copy of
any rules and regulations adopted by the Committee in administering the Plan.

     5.8  Governing  Law. This Plan is  established  under and will be construed
according to the laws of the State of Maine,  except to the extent such laws may
be preempted by ERISA.

     IN WITNESS WHEREOF, Hannaford Bros. Co. has caused this document to be
executed by its duly authorized officer on this      day
of December, 1998.

                   HANNAFORD BROS. CO.

                   By:_________________________________
                   Its Executive Vice President B Human Resources


<PAGE>


                              SCHEDULE A

                          CONVERSION FACTORS

          Years to                          Age 65
     Normal Retirement Date          Normal Retirement Date

             45                             0.42090
             44                             0.45050
             43                             0.48220
             42                             0.51610
             41                             0.55240
             40                             0.59130
             39                             0.63290
             38                             0.67740
             37                             0.72520
             36                             0.77620
             35                             0.83090
             34                             0.88950
             33                             0.95230
             32                             1.01950
             31                             1.15699
             30                             1.30883
             29                             1.47642
             28                             1.66135
             27                             1.86498
             26                             2.08937
             25                             2.33633
             24                             2.60791
             23                             2.90660
             22                             3.23504
             21                             3.59589
             20                             3.99229
             19                             4.27867
             18                             4.58638
             17                             4.91731
             16                             5.27335
             15                             5.65674
             14                             6.06954
             13                             6.51433
             12                             6.99386
             11                             7.24889
             10                             7.50592
              9                             7.76376
              8                             8.02145


<PAGE>



              7                             8.27732
              6                             8.53006
              5                             8.77812
              4                             9.01951
              3                             9.25226
              2                             9.47386
              1                             9.68193
              0                             9.87330