Exhibit 10.23

                               FIRST AMENDMENT
                                   TO THE
              HANNAFORD NONQUALIFIED SAVINGS AND INVESTMENT PLAN

     The Hannaford Nonqualified Savings and Investment Plan ("Plan") was adopted
effective January 1, 1998. The Plan 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.  Article V is hereby  amended  by  adding a new  Section  5.8 to read as
follows:

          "5.8  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 the Plan and any employment continuity agreement then in
           effect between the Participant and the Company.  To the extent
           the provisions of any such agreement conflict with the
           provisions of the Plan, the agreement shall govern.

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

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                     (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."

     3.  This Amendment shall be effective January 1, 2000.