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Exhibit 4(h)




EXECUTION COPY














DELHAIZE AMERICA, INC., as Issuer




FOOD LION, LLC, HANNAFORD BROS. CO., KASH N’ KARRY FOOD

STORES, INC., FL FOOD LION, INC., RISK MANAGEMENT SERVICES, INC., HANNBRO

COMPANY, MARTIN’S FOODS OF SOUTH BURLINGTON, INC., SHOP ‘N SAVE-MASS., INC.,

HANNAFORD PROCUREMENT CORP., BONEY WILSON & SONS, INC., J.H. HARVEY CO., LLC

AND HANNAFORD LICENSING CORP.




as Guarantors




AND




THE BANK OF NEW YORK

as Trustee














FOURTH SUPPLEMENTAL INDENTURE




Dated March 10, 2004 and Effective as of December 31, 2003














$600,000,000 7.375% Notes due 2006




$1,100,000,000 8.125% Notes due 2011




900,000,000 9.000% Debentures due 2031
















 









 





FOURTH SUPPLEMENTAL INDENTURE




     This FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”),
dated March 10, 2004 and effective as of December 31, 2003, among Delhaize
America, Inc., a North Carolina corporation (the “Company”), Food Lion, LLC, a
North Carolina limited liability company (“Food Lion”), Hannaford Bros. Co., a
Maine corporation (“Hannaford”), Kash n’ Karry Food Stores, Inc., a Delaware
corporation (“Kash n’ Karry”), FL Food Lion, Inc., a Florida corporation (“FL
Food Lion”), Risk Management Services, Inc., a North Carolina corporation
(“RMS”), Hannbro Company, a Maine corporation (“Hannbro”), Martin’s Foods of
South Burlington, Inc., a Vermont corporation (“Martin’s”), Shop ‘n Save-Mass.,
Inc., a Massachusetts corporation (“Shop ‘n Save”), Hannaford Procurement
Corp., a Maine corporation (“HPC”), Boney Wilson & Sons, Inc., a North Carolina
corporation (“Boney”), J. H. Harvey Co., LLC, a Georgia limited liability
company (“Harvey’s”), Hannaford Licensing Corp., a Maine corporation (“HLC”)
and The Bank of New York, a New York banking corporation, as trustee (the
"Trustee”).



     WHEREAS, the Company and Food Lion have previously executed and delivered
to the Trustee an indenture, dated as of April 15, 2001 (the “Indenture”),
providing for the issuance from time to time of one or more series of the
Company’s securities;



     WHEREAS, the Company, Food Lion and the Trustee have previously executed a
First Supplemental Indenture to the Indenture, dated as of April 19, 2001 (the
"First Supplemental Indenture”), creating three new series of securities of the
Company: (i) 7.375% Notes due 2006, (ii) 8.125% Notes due 2011 and (iii) 9.000%
Debentures due 2031 (the “Securities”);



     WHEREAS, the Company, Food Lion, Hannaford and Kash n’ Karry have
previously executed a Second Supplemental Indenture to the Indenture, dated as
of September 7, 2001, whereby Hannaford and Kash n’ Karry agreed to assume the
rights, duties and obligations of a Guarantor (as defined in the Indenture)
under the Indenture;



     WHEREAS, the Company, Food Lion, Hannaford, Kash n’ Karry, FL Food Lion,
RMS, Hannbro, Martin’s, Shop ‘n Save, HPC and Boney have previously executed a
Third Supplemental Indenture to the Indenture dated as of November 15, 2001,
whereby FL Food Lion, RMS, Hannbro, Martin’s, Shop ‘n Save, HPC and Boney
agreed to assume the rights, duties and obligations of a Guarantor under the
Indenture;



     WHEREAS, pursuant to Section 15.7 of the Indenture, any Person (as defined
in the Indenture) may assume the rights, duties and obligations of a Guarantor
under the Indenture by executing an indenture supplemental to the Indenture;



     WHEREAS, Section 9.1(2) of the Indenture provides that modifications and
amendments to the Indenture may be made and one or more indentures supplemental
to the Indenture may be entered into to evidence the addition of one or more
additional Persons as a Guarantor under the Indenture, without the written
consent of the Holders (as defined in the Indenture) of the Securities;



     WHEREAS, each of Harvey’s and HLC desires to become a Guarantor under the
Indenture; and



 









 





     WHEREAS, all conditions precedent provided for in the Indenture relating
to this Fourth Supplemental Indenture have been complied with.



     NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH, the
Company, Food Lion, Hannaford, Kash n’ Karry, FL Food Lion, RMS, Hannbro,
Martin’s, Shop ‘n Save, HPC, Boney, Harvey’s, HLC and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of
the Holders of the Securities:



ARTICLE I




     1.1. Additional Guarantors. Each of Harvey’s and HLC hereby agrees to
assume the rights, duties and obligations of a Guarantor under the Indenture as
provided for in Section 15.7 of the Indenture.



     1.2. Mutatis Mutandis Effect. The Indenture is hereby amended mutatis
mutandis to reflect the addition of each of Harvey’s and HLC as a Guarantor
under the Indenture.



ARTICLE II




     2.1. Counterparts. This Fourth Supplemental Indenture may be executed in
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute one and the same
instrument.



     2.2. Severability. In the event that any provision of this Fourth
Supplemental Indenture is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



     2.3. Headings. The article and section headings herein are for
convenience only and shall not effect the construction hereof.



     2.4. Successors and Assigns. Any agreements in this Fourth Supplemental
Indenture by the Company, Food Lion, Hannaford, Kash n’ Karry, FL Food Lion,
RMS, Hannbro, Martin’s, Shop ‘n Save, HPC, Boney, Harvey’s and HLC shall bind
their successors and assigns, whether so expressed or not.



     2.5. Governing Law. THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO
BE A CONTRACT UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK AND FOR ALL
PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE.



     2.6. Effect of Fourth Supplemental Indenture. Except as amended by this
Fourth Supplemental Indenture, the terms and provisions of the Indenture shall
remain in full force and effect.



     2.7. Trustee. The Trustee accepts the modifications effected by this
Fourth Supplemental Indenture, but only upon the terms and conditions set forth
in the Indenture. Without limiting the generality of the foregoing, the
Trustee assumes no responsibility for the correctness of the recitals contained
herein, which shall be taken as the statements of the Company, Food Lion,



2









 







Hannaford, Kash n’ Karry, FL Food Lion, RMS, Hannbro, Martin’s, Shop ‘n
Save, HPC, Boney, Harvey’s and HLC, and the Trustee shall not be responsible or
accountable in any way whatsoever for or with respect to the validity,
execution or sufficiency of this Fourth Supplemental Indenture and the Trustee
makes no representation with respect thereto.



3









 







IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed as of the day and year first written
above.

	 	 	 	 	 
	 	DELHAIZE AMERICA, INC.

 	 
	 	By:  	/S/ G. LINN EVANS
 	 
	 	 	Name:  	G. Linn Evans 	 
	 	 	Title:  	Assistant Secretary 	 
	 


	 	 	 	 	 
	 	FOOD LION, LLC

 	 
	 	By:  	/S/ G. LINN EVANS
 	 
	 	 	Name:  	G. Linn Evans 	 
	 	 	Title:  	Assistant Secretary 	 
	 


	 	 	 	 	 
	 	HANNAFORD BROS. CO.

 	 
	 	By:  	/S/ EMILY DICKINSON
 	 
	 	 	Name:  	Emily Dickinson 	 
	 	 	Title:  	Vice President 	 
	 


	 	 	 	 	 
	 	KASH N’ KARRY FOOD STORES, INC.

 	 
	 	By:  	/S/ G. LINN EVANS
 	 
	 	 	Name:  	G. Linn Evans 	 
	 	 	Title:  	Assistant Secretary 	 
	 


	 	 	 	 	 
	 	FL FOOD LION, INC.

 	 
	 	By:  	/S/ G. LINN EVANS
 	 
	 	 	Name:  	G. Linn Evans 	 
	 	 	Title:  	Secretary 	 
	 


	 	 	 	 	 
	 	RISK MANAGEMENT SERVICES, INC.

 	 
	 	By:  	/S/ G. LINN EVANS
 	 
	 	 	Name:  	G. Linn Evans 	 
	 	 	Title:  	Secretary and Treasurer 	 
	 




FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE

	 	 	 	 	 




 









 





	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 


	 	 	 	 	 
	 	HANNBRO COMPANY

 	 
	 	By:  	/S/ EMILY D. DICKINSON
 	 
	 	 	Name:  	Emily D. Dickinson 	 
	 	 	Title:  	President 	 
	 


	 	 	 	 	 
	 	MARTIN’S FOODS OF SOUTH BURLINGTON,

INC.

 	 
	 	By:  	/S/ EMILY D. DICKINSON
 	 
	 	 	Name:  	Emily D. Dickinson 	 
	 	 	Title:  	Assistant Secretary 	 
	 


	 	 	 	 	 
	 	SHOP ‘N SAVE-MASS., INC.

 	 
	 	By:  	/S/ EMILY D. DICKINSON
 	 
	 	 	Name:  	Emily D. Dickinson 	 
	 	 	Title:  	Secretary 	 
	 


	 	 	 	 	 
	 	HANNAFORD PROCUREMENT CORP.

 	 
	 	By:  	/S/ EMILY D. DICKINSON
 	 
	 	 	Name:  	Emily D. Dickinson 	 
	 	 	Title:  	Secretary 	 
	 


	 	 	 	 	 
	 	BONEY WILSON & SONS, INC.

 	 
	 	By:  	/S/ EMILY D. DICKINSON
 	 
	 	 	Name:  	Emily D. Dickinson 	 
	 	 	Title:  	Secretary 	 
	 


	 	 	 	 	 
	 	J.H. HARVEY CO., LLC

 	 
	 	By:  	/S/ G. LINN EVANS
 	 
	 	 	Name:  	G. Linn Evans 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE




 









 




	 	 	 	 	 
	 	HANNAFORD LICENSING CORP.

 	 
	 	By:  	/S/ EMILY D. DICKINSON
 	 
	 	 	Name:  	Emily D. Dickinson 	 
	 	 	Title:  	Secretary 	 
	 



FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE




 









 




	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee

 	 
	 	By:  	/S/ DOROTHY MILLER
 	 
	 	 	Name:  	Dorothy Miller 	 
	 	 	Title:  	Vice President 	 
	 



FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE