Exhibit 10.26
                            HANNAFORD BROS. CO.
                        1998 RESTRICTED STOCK PLAN
 
      1. PURPOSE.  The purpose of this Plan is to provide certain key
 employees of Hannaford Bros. Co. and its Subsidiaries with additional
 incentives to contribute to the success of the Company and to attract,
 reward and retain key employees of outstanding ability.
 
      2. DEFINITIONS.  As used in this Plan, the following words and phrases
 wherever capitalized shall have the following meanings unless the context
 clearly indicates that a different meaning is intended:
 
      (a) "Award" shall mean any grant of Restricted Stock or Stock Units
 pursuant to the Plan.
 
      (b) "Award Agreement" shall mean a written instrument that specifies
 the terms, conditions and restrictions of an Award and incorporates the
 applicable provisions of the Plan and such additional provisions not
 inconsistent therewith as the Committee shall determine.
 
      (c) "Board" shall mean the Board of Directors of the Company.
 
      (d) "Code" shall mean the Internal Revenue Code of 1986, as from time
 to time amended.
 
      (e) "Committee" shall mean the committee described in Section 3, which
 shall have the authority to control and manage the administration of the
 Plan.
 
      (f) "Common Stock" shall mean common stock, par value, $.75 per share,
 of the Company.
 
      (g) "Company" shall mean Hannaford Bros. Co.
 
      (h) "Employee" shall mean any person who is employed by the Company or
 any Subsidiary and who is (i) an officer of the Company or of any
 Subsidiary, (ii) responsible for the general management of a division or
 department of the Company, a Subsidiary, or a major portion of the
 consolidated operations of the Company, or (iii) any other key employee of
 the Company or any Subsidiary.
 
      (i) "Fair Market Value" shall mean, with respect to Shares, the
 closing price of Shares as reported on the New York Stock Exchange, or such
 other price as the Committee in good faith determines to be the fair market
 value of the Shares.
 
     (j) "Plan" shall mean the Hannaford Bros. Co. 1998 Restricted Stock
 Plan.
 
<PAGE>
      (k) "Restricted Stock" shall mean any Share granted pursuant to
 Section 7.
 
      (l) "Share" shall mean a share of Common Stock of the Company, as
 adjusted in accordance with subsection 4(b).
 
      (m) "Stock Unit" shall mean a right granted under Section 8 to receive
 a Share or a cash amount equal to the Fair Market Value of a Share.
 
      (n) "Subsidiary" shall mean a Company of which Hannaford Bros. Co.
 owns directly or indirectly at least fifty percent (50%) of the total
 combined voting power of all classes of stock entitled to vote.  
 
      (o) "Treasury Shares" shall mean Shares that have been issued and
 subsequently acquired by the Company, but have not been canceled or
 retired.
 
      3. ADMINISTRATION.
 
      (a) COMMITTEE MEMBERS.  The Plan shall be administered by the members
 of the Human Resources Committee of the Board who are not employees of the
 Company or any  parent or Subsidiary and who otherwise qualify as "non-
 employee directors" within the meaning of Rule 16b-3 under the Securities
 Exchange Act of 1934, as amended.  A majority of the members of the
 Committee shall constitute a quorum, and the action of a majority of the
 members present at any meeting at which a quorum is present shall be deemed
 the action of the Committee.  Any member may participate in a meeting of
 the Committee by means of a conference telephone or similar communications
 equipment by means of which all persons participating in the meeting can
 hear each other.  Further, any action of the Committee may be taken without
 a meeting if all of the 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.
 
      (b) POWERS.  The Committee shall have the complete authority and
 discretion to administer the Plan, including the following powers which
 shall be exercised in accordance with the terms of the Plan:
 
           (i) to determine the Employees to whom Awards shall be granted;
 
           (ii) to determine the time or times at which Awards shall be
 granted;
 
           (iii) to determine the type or types of Awards to be granted;
 
           (iv) to determine the terms, conditions and restrictions of each
 Award;
 
<PAGE>
           (v) to make adjustments in accordance with subsection 4(b);
 
           (vi) to prescribe, amend and rescind rules and regulations
 relating to the Plan;
 
           (vii) to interpret the Plan and make all other determinations
 deemed necessary or advisable for the administration of the Plan; and
 
           (viii) to delegate to any officer of the Company the authority to
 act for the Committee in such matters as the Committee may specify.
 
      Each determination, interpretation or other action taken pursuant to
 the Plan by the Committee (or an officer of the Company acting under a
 delegation of authority by the Committee) shall be final and conclusive for
 all purposes and binding upon all persons, including the Company, its
 Subsidiaries, the Board, the Committee, the Employees and their respective
 successors in interest.
 
      (c) SIGNATURES.  The Committee may authorize any member thereof to
 execute all instruments required in the administration of the Plan, and
 such instruments may be executed by facsimile signature.
 
      4. STOCK SUBJECT TO THE PLAN.  
 
      (a) SOURCE.  Any Shares issued hereunder shall consist only of
 Treasury Shares.  
 
      (b) ADJUSTMENTS.  If the number of Shares outstanding changes as a
 result of a stock split or stock dividend, or merger or consolidation in
 which the Company is the surviving Company, or the acquisition by the
 Company of property or stock of another Company, or any reorganization, the
 Committee shall appropriately adjust the number and class of Shares subject
 to Awards.
 
      5. ELIGIBILITY.
 
      The Committee may, from time to time, designate Employees to whom
 Shares of Restricted Stock or Stock Units may be granted in accordance with
 the terms of the Plan.
 
      6. GRANTING OF AWARDS.
 
      The Committee may grant more than one Award and more than one type of
 Award to any Employee, and the terms and conditions of Awards need not be
 the same with respect to each Employee.  An Employee who has been granted
 an Award may, if he or she is otherwise eligible, be granted additional
 Awards before the expiration of the restriction period with respect to such
 prior Award.

<PAGE>
 
      7. RESTRICTED STOCK.
 
      (a) RESTRICTED STOCK AGREEMENT.  The grant of any Shares of Restricted
 Stock by the Committee shall be evidenced by an Award Agreement
 ("Restricted Stock Agreement"), specifying restrictions on the transfer and
 vesting of such Shares and such other terms, conditions and restrictions as
 the Committee shall determine.
 
      (b) RESTRICTIONS.  Shares of Restricted Stock may not be sold,
 transferred or otherwise disposed of and may not be pledged, hypothecated
 or otherwise encumbered, other than by will or by the laws of descent and
 distribution, during the applicable restriction period set forth in the
 Restricted Stock Agreement.  In the event that an Employee ceases to be
 employed by the Company or any Subsidiary and is no longer employed by any
 of them prior to the last day of a restriction period, the Shares of
 Restricted Stock granted to such Employee that are subject to such
 restriction period shall be forfeited to the Company, unless otherwise
 provided in accordance with the provisions of subsection (c).
 
      (c) RESTRICTION PERIOD.  The restriction period applicable to any
 Shares of Restricted Stock shall commence on the date such Shares are
 granted by the Committee and shall end on such date as the Committee shall
 determine; provided that the minimum restriction period shall be one year
 and the Committee may, at any time, reduce or terminate the restriction
 period in effect with respect to any outstanding Shares of Restricted
 Stock.
 
      (d) LAPSE OF RESTRICTIONS.  At the expiration of the restriction period
 applicable to any Shares of Restricted Stock, such Shares shall be
 transferred free of restrictions on transfer and vesting to the Employee
 or, in the event of the Employee's death, to his or her estate or other
 successor in interest.
 
      (e) DIVIDENDS.  Cash dividends payable with respect to Shares of
 Restricted Stock shall be paid to an Employee currently, except as the
 Committee may otherwise provide in the Restricted Stock Agreement.  Noncash
 dividends payable with respect to Shares of Restricted Stock shall be
 limited to Treasury Shares and shall be subject to the same restrictions
 applicable to such Shares of Restricted Stock.
 
      (f) CERTIFICATES DEPOSITED WITH COMPANY.  Each certificate issued in
 respect of Shares of Restricted Stock granted to an Employee shall be
 registered in the name of the Employee and deposited with the Company,
 together with a stock power endorsed in blank by the Employee.  Each such
 certificate shall bear the following (or a similar) legend:
 
<PAGE>
      The transferability of this certificate and the shares of stock
 represented hereby are subject to the applicable terms and conditions
 (including forfeitures) contained in the Hannaford Bros. Co. 1998
 Restricted Stock Plan and an Agreement between the registered owner and
 Hannaford Bros. Co.  Copies of the Plan and the Agreement are on file in
 the office of the Assistant Secretary of Hannaford Bros. Co., 145 Pleasant
 Hill Road, Scarborough, Maine 04074.
 
      (g) SHAREHOLDER RIGHTS.  Subject to the restrictions set forth in the
 Restricted Stock Agreement, an Employee shall have all of the rights of a
 shareholder with respect to Shares of Restricted Stock, including the right
 to vote such Shares.
 
      8. STOCK UNITS.
 
      (a) STOCK UNIT AGREEMENT.  The grant of any Stock Units by the
 Committee shall be evidenced by an Award Agreement ("Stock Unit
 Agreement"), specifying the number of Stock Units, the payment date, and
 such other terms, conditions and restrictions as the Committee shall
 determine.
 
      (b) STOCK UNIT AWARD.  An Employee to whom a Stock Unit has been
 granted shall be entitled to receive on the payment date set forth in the
 Stock Unit Agreement a Share or a cash amount equal to the Fair Market
 Value of a Share on such date.
 
      (c) STOCK UNIT ACCOUNT.  The Company shall establish and maintain a
 separate account ("Stock Unit Account") for each Employee who has received
 a grant of Stock Units, and such account shall reflect the number of Stock
 Units granted to such Employee.  At such times as the Company pays a cash
 dividend on its Shares, there shall be credited to an Employee's Stock Unit
 Account an amount equal to the cash dividend paid on one (1) Share for each
 Stock Unit credited to such account, unless the applicable Stock Unit
 Agreement provides otherwise.
 
      (d) NONTRANSFERABILITY.  Stock Units may not be sold, transferred or
 otherwise disposed of and may not be pledged, hypothecated or otherwise
 encumbered, except by will or the laws of descent and distribution.
 
      (e) RELATED RESTRICTED STOCK.  A grant of Stock Units may, but need
 not, relate to a grant of Restricted Stock under Section 7.  Stock Units
 related to a grant of Restricted Stock shall be subject to the same
 restrictions on transferability and vesting as apply to the Shares of
 Restricted Stock.
 
      (f) FORM OF PAYMENT.  Payment with respect to a Stock Unit may be made
 in cash, Shares or a combination thereof, as the Committee shall determine.
 
<PAGE>
      9. CANCELLATION OF AWARDS.  Notwithstanding any provision of the Plan
 to the contrary, the Committee may cancel any award, whether vested or not,
 if at any time an Employee is not in compliance with the applicable terms
 of the Award Agreement or in the event of a serious breach of conduct,
 including but not limited to failure to comply with the terms of an
 agreement not to compete with the Company or disclose confidential
 information.
 
      10. CHANGE IN CONTROL.  Upon the occurrence of a Change in Control
 Event, all then outstanding Shares of Restricted Stock and Stock Units
 shall be transferred free of restrictions on transfer and vesting to the
 Employee.  For purposes of this Section, each of the following events shall
 constitute a Change in Control Event:
 
      (a) Any person acquires beneficial ownership of securities of the
 Company 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.
 
      For purposes of the Plan, "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, Company, partnership, trust or
 association, or any group or combination thereof, whose ownership of
 securities of the Company would be required to be reported under such
 Regulation 13D, or any similar successor regulation or rule.
 
      (b) 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. 
 
      For purposes of the Plan, an "Outside Director" as of a given date
 shall mean a member of the 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.
 
      (c) 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.
 
      (d) The Company's shareholders approve:
 
           (i) any consolidation or merger of the Company in which the
 Company is not the continuing or surviving Company or pursuant to which

<PAGE>
 shares of 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 Common Stock immediately prior to the merger or
 consolidation have substantially the same proportionate ownership and
 voting control of the surviving Company immediately after the merger or
 consolidation; or
 
           (ii) 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 (i) and (ii) 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 Common Stock immediately prior to
 the transaction have substantially the same proportionate ownership and
 voting control of the holding company.
 
      11. AMENDMENT AND TERMINATION.  
 
      (a) AMENDMENT.  The Committee may amend the Plan from time to time in
 such respects as the Committee may deem advisable, provided that no
 amendment shall become effective prior to ratification by the Board if such
 amendment modifies the class of employees eligible to participate in the
 Plan.
 
      (b)TERMINATION.  The Board may at any time terminate the Plan.  
 
      (c)EFFECT OF AMENDMENT OR TERMINATION.  Any such amendment or
 termination of the Plan shall not adversely affect Awards already granted
 without the written consent of the affected individual, and such Awards
 shall remain in full force and effect as if the Plan had not been amended
 or terminated.  
 
      12. EFFECTIVE DATE OF PLAN.  The Plan shall be effective upon its
 adoption by the Board.
 
      13. ARBITRATION.  Arbitration as hereinafter provided shall be the
 exclusive remedy for resolving any claim or dispute arising under the Plan.
 
      (a) Any arbitration under the Plan, and any related judicial
 proceeding, shall be initiated and shall proceed pursuant to the provisions
 of the Maine Uniform Arbitration Act (the "Act") and, to the extent
 consistent with the Act, the then prevailing rules of the American
 Arbitration Association (the "Association") for labor and employment

<PAGE>
 contracts.  To initiate arbitration, demand shall be given in writing to
 the Association and the other party no later than one year after the claim
 arises.  Any claim for which such demand is not made within one year after
 the claim arises shall be barred and discharged absolutely.
 
      (b) Any arbitration under the Plan shall be before a single
 arbitrator, and an award in such arbitration may include only damages which
 the arbitrator determines to be due under express provisions of the Plan
 and applicable Award Agreement.  The arbitrator shall have no authority to
 award any other damages, including without limitation, consequential and
 exemplary damages.  Any award in arbitration shall be subject to
 enforcement and appeal pursuant to the Act.
 
      (c) The Company and the Employee shall share equally all costs and
 fees charged by the Association or the arbitrator.
 
      14. MISCELLANEOUS.  
 
      (a) AWARD AGREEMENT.  Upon executing an Award Agreement, an Employee
 shall be bound by such Agreement and by the applicable provisions of the
 Plan.
 
      (b) EMPLOYMENT.  The granting of an Award to an Employee shall not
 give the Employee any right to be retained in the employ of the Company or
 any Subsidiary, nor shall the existence of the Plan impair the right of the
 Company or a Subsidiary to discharge or otherwise deal with an Employee.
 
      (c) TAX WITHHOLDING.  The Company shall be authorized to withhold from
 any Award granted, or payment due, under the Plan the amount of any taxes
 required by law to be withheld because of such Award or payment and to take
 such other action as may be necessary in the opinion of the Company to
 satisfy all obligations for the payment of such taxes.
 
      (d) GOVERNING LAW.  The Plan is established under and shall be
 construed according to the laws of the State of Maine.
 
      (e) HEADINGS.  Paragraph headings are included solely for convenience
 and shall in no event affect, or be used in connection with, the
 interpretation of the Plan.