EXHIBIT 10.2

                             DELHAIZE AMERICA, INC.

                          FIRST SUPPLEMENTAL INDENTURE

                                 $2,600,000,000

                              7.375% Notes due 2006
                              8.125% Notes due 2011
                           9.000% Debentures due 2031


     FIRST SUPPLEMENTAL INDENTURE (this "Supplemental  Indenture"),  dated as of
April 19, 2001, among DELHAIZE  AMERICA,  INC., a corporation duly organized and
existing  under the laws of the State of North  Carolina (the  "Company"),  FOOD
LION,  LLC, a limited  liability  company duly  organized and existing under the
laws of North Carolina  (together with each  additional  Person that executes an
indenture  supplemental to the Indenture (as hereinafter  defined)  assuming the
agreements and  obligations of a "Guarantor" in accordance  with Section 16.7 of
the Indenture,  the "Guarantor";  except as otherwise  expressly  specified,  if
there is more than one Person that is a Guarantor with respect to the Indenture,
"Guarantor" shall mean each such Person and all references to "Guarantor" herein
shall apply equally and  individually to Food Lion, LLC and to each other Person
that has become a Guarantor  under the  Indenture),  and THE BANK OF NEW YORK, a
New York banking corporation (hereinafter called the "Trustee").

                                    RECITALS:

     WHEREAS,  the  Company  and the  Guarantor  have  heretofore  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,  Article 9 of the  Indenture  provides  for various  matters  with
respect to any series of Securities issued under the Indenture to be established
in an indenture supplemental to the Indenture;

     WHEREAS,  Section  9.1(5) of the Indenture  provides that the Company,  the
Guarantor  and the  Trustee  may enter  into an  indenture  supplemental  to the
Indenture  to  establish  the form or  terms  of  Securities  of any  series  as
permitted by Sections 2.1 and 3.1 of the Indenture;

     WHEREAS, all conditions and requirements necessary by the Indenture, by law
and by the organizational and governing documents of the Company,  the Guarantor
and the Trustee necessary to


<PAGE>

make this  Supplemental  Indenture,  when duly executed and  delivered,  a valid
instrument  legally  binding on the Company,  the Guarantor and the Trustee,  in
accordance with its terms, have been performed and fulfilled;


     NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

     For and in  consideration  of the  premises and the purchase of the each of
the series of  Securities  provided  for herein by the  Holders,  it is mutually
covenanted  and  agreed,  for the equal  and  proportionate  benefit  of all the
respective Holders of the Securities of each such series, as follows:

                                    ARTICLE 1
            RELATION TO INDENTURE; DEFINITIONS; RULES OF CONSTRUCTION

     Section 1.1 Relation to Indenture. This Supplemental Indenture constitutes
an integral part of the Indenture.

     Section 1.2 Definitions.  For all purposes of this Supplemental  Indenture,
the  following  terms  shall  have the  respective  meanings  set  forth in this
section.

     "Applicable  Procedures" means, with respect to any transfer or transaction
involving a Regulation S Global  Security or beneficial  interest  therein,  the
rules and procedures of the U.S. Depository for such Global Security,  Euroclear
and Clearstream,  in each case to the extent  applicable to such transaction and
as in effect from time to time.

     "Business  Day" means any day other than a  Saturday,  a Sunday or a day on
which banking  institutions in New York City are authorized or obligated by law,
regulation or executive order to close.

     "Clearstream" means Clearstream Banking, societe anonyme, Luxembourg or any
successor securities clearing agency.

     "Comparable  Treasury Issue" means the U.S.  Treasury  security selected by
the Reference  Treasury Dealer as having a maturity  comparable to the remaining
term of the series of Securities  to be redeemed that would be utilized,  at the
time of selection  and in  accordance  with  customary  financial  practice,  in
pricing new issues of corporate  debt  securities of comparable  maturity to the
remaining term of such Securities.

     "Comparable Treasury Price" means, with respect to any Redemption Date, (A)
the average of the Reference  Treasury  Dealer  Quotations  for such  redemption
date,  after  excluding the highest and lowest such  Reference  Treasury  Dealer
Quotations, (B) if the Trustee obtains fewer than three such



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<PAGE>

Reference Treasury Dealer Quotations, the average of all such Reference Treasury
Dealer  Quotations,  or (C) if only one Reference  Treasury Dealer  Quotation is
received, such Reference Treasury Dealer Quotation.

     "Definitive  Security"  means a certificated  Initial  Security or Exchange
Security  (bearing  the  Restricted  Securities  Legend if the  transfer of such
Security  is  restricted  by  applicable  law) that does not  include the Global
Securities  Legend or the  Schedule  of  Changes in  Principal  Amount of Global
Securities.

     "Euroclear"  means  Morgan  Guaranty  Trust  Company of New York,  Brussels
Office,  as  operator  of  the  Euroclear  Clearance  System  or  any  successor
securities clearing agency.

     "Exchange   Offer   Registration   Statement"   means  an  exchange   offer
registration  statement  of  the  Company  and  the  Guarantor  pursuant  to the
Registration  Rights Agreement filed on Form S-4 covering the Initial Securities
(or,  if  applicable,  on another  appropriate  form),  and all  amendments  and
supplements  to  such  registration   statement,  in  each  case  including  the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

     "Exchange  Securities"  means  the  Securities  of the  Company  issued  in
exchange for Initial Securities  pursuant to the Indenture and this Supplemental
Indenture in connection with the Registered Exchange Offer.

     "Global Securities Legend" means the legend set forth under that caption in
Exhibit A to this Supplemental Indenture.

     "Global Security" shall have the meaning set forth in Section 2.2(b).

     "Initial  Purchasers"  means  Salomon Smith Barney Inc.,  Chase  Securities
Inc., Deutsche Banc Alex. Brown, Inc. and the other Initial Purchasers listed on
Schedule I to the Purchase Agreement.

     "Initial  Securities"  means the Rule 144A  Securities and the Regulation S
Securities.

     "Offering Memorandum" means the Final Offering Memorandum,  dated April 11,
2001, relating to the Securities.

     "Participants" means members of, or participants in, the U.S. Depository.

     "Private  Exchange"  means  an  offer  by  the  Company,  pursuant  to  the
Registration Rights Agreement,  to issue and deliver to certain  purchasers,  in
exchange for the Initial Securities held by such



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<PAGE>

purchasers as part of their initial  distribution,  a like  aggregate  principal
amount of Private Exchange Securities.

     "Private Exchange Securities" means the Securities of the Company issued in
exchange for Initial Securities  pursuant to the Indenture and this Supplemental
Indenture in connection with the Private  Exchange  pursuant to the Registration
Rights Agreement.

     "Purchase  Agreement"  means the Purchase  Agreement  dated as of April 11,
2001,  among the Company,  the  Guarantor  and the Initial  Purchasers,  as such
agreement may be amended, modified or supplemented from time to time.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

     "Reference  Treasury  Dealer"  means (A) each of Salomon Smith Barney Inc.,
Chase  Securities Inc. and Deutsche Banc Alex.  Brown Inc. (or their  respective
Affiliates which are Primary Treasury Dealers), and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute  therefor another Primary  Treasury Dealer;  and (B) any
other Primary Treasury Dealer(s) selected by the Company.

     "Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury  Dealer and any  Redemption  Date,  the average,  as  determined by the
Trustee,  of the  bid  and  asked  prices  for  the  Comparable  Treasury  Issue
(expressed  in each case as a  percentage  of its  principal  amount)  quoted in
writing to the Trustee by such Reference  Treasury Dealer at 5:00 p.m. (New York
City time) on the third Business Day preceding such Redemption Date.

     "Registered Exchange Offer" means the offer by the Company, pursuant to the
Registration  Rights  Agreement,  to certain Holders of Initial  Securities,  to
issue and deliver to such Holders, in exchange for their Initial  Securities,  a
like aggregate  principal  amount of Exchange  Securities  registered  under the
Securities Act.

     "Registration  Rights  Agreement" means the  Registration  Rights Agreement
dated as of April 19,  2001 among the  Company,  the  Guarantor  and the Initial
Purchasers, as such agreement may be amended, modified or supplemented from time
to time.

     "Regulation S" means  Regulation S promulgated  under the Securities Act or
any successor rule or regulation substantially to the same effect.

     "Regulation S Global  Security" shall have the meaning set forth in Section
2.2(b).


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<PAGE>

     "Regulation S  Securities"  means all Initial  Securities  offered and sold
outside the United States in reliance on Regulation S.

     "Restricted Period," with respect to any Securities, means the period of 40
consecutive  days  beginning on and  including the later of (i) the day on which
such Securities are first offered to persons other than distributors (as defined
in Regulation S under the  Securities  Act) in reliance on Regulation S and (ii)
the Closing  Date (as defined in the  Purchase  Agreement)  with respect to such
Securities.

     "Restricted  Securities  Legend"  means the  legend  set  forth in  Section
2.5(e)(i) herein.

     "Rule 144A" means Rule 144A  promulgated  under the  Securities  Act or any
successor rule or regulation to substantially the same effect.

     "Rule 144A  Global  Security"  shall have the  meaning set forth in Section
2.2(b).

     "Rule 144A  Securities"  means all Initial  Securities  offered and sold to
QIBs in reliance on Rule 144A.

     "Securities"  means, for the purposes of this Supplemental  Indenture only,
the 7.375% Notes due 2006, 8.125% Notes due 2011 and 9.000% Debentures due 2031.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Securities  Custodian"  means  the  custodian  with  respect  to a  Global
Security (as appointed by the U.S.  Depository) or any successor person thereto,
who will initially be the Trustee.

     "SEC" means the Securities and Exchange Commission.

     "Shelf Registration  Statement" means a registration statement filed by the
Company and the Guarantor in  connection  with the offer and sale of the Initial
Securities  or Private  Exchange  Securities  pursuant  to  Section  2(b) of the
Registration Rights Agreement.

     "Transfer Restricted  Securities" means Definitive Securities and any other
Securities that bear or are required to bear the Restricted Securities Legend.

     "Treasury  Rate" means,  with respect to any Redemption  Date, the rate per
annum equal to the  semi-annual  equivalent  yield to maturity of the Comparable
Treasury  Issue,  calculated on the third Business Day preceding such Redemption
Date,  assuming  a price  for the  Comparable  Treasury  Issue  (expressed  as a
percentage of its principal  amount) equal to the Comparable  Treasury Price for
such Redemption Date.


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<PAGE>

     "U.S. Depository" means The Depository Trust Company, its nominees and
their respective successors.

     Section 1.3 Amendment to Section 1.1 of the Indenture. For the sole benefit
of the Holders of the Securities,  Section 1.1 of the Indenture shall be amended
by deleting the definition of "Interest" and replacing such  definition with the
following definition:

     "Interest" and "interest" includes Additional Amounts.

     Section 1.3 Rules of Construction. For all purposes of this Supplemental
Indenture:

     (a) capitalized terms used herein without definition shall have the
meanings specified in the Indenture;

     (b) all  references  herein to  Articles  and  Sections,  unless  otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture; and

     (c) the terms  "herein,"  "hereof,"  "hereunder" and other words of similar
import refer to this Supplemental Indenture;

     (d) in the  event  of a  conflict  with  the  definition  of  terms  in the
Indenture, the definitions in this Supplemental Indenture shall control.


                                    ARTICLE 2
                               THE SERIES OF NOTES

     Section  2.1  Title of the  Securities.  There  shall  be (i) a  series  of
Securities  designated as the "7.375% Notes due 2006" (the "7.375% Notes"), (ii)
a series of  Securities  designated  as the 8.125%  Notes due 2011" (the "8.125%
Notes") and (iii) a series of Securities  designated  the 9.000%  Debentures due
2031 (the "9.000% Debentures").

     Section 2.2 Form and Dating.

     (a) General. The Securities and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto.  The Securities may have
notations,  legends or  endorsements  required by law,  stock  exchange  rule or
usage.  Each  Security  shall  be  dated  the  date of its  authentication.  The
Securities shall be in denominations of $1,000 and integral multiples thereof.

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<PAGE>

     The terms and provisions contained in the Securities shall constitute,  and
are  hereby  expressly  made,  a part of this  Supplemental  Indenture,  and the
Company,  the Guarantor and the Trustee, by their execution and delivery of this
Supplemental  Indenture,  expressly agree to such terms and provisions and to be
bound thereby.  However,  to the extent any provision of any Security  conflicts
with the express  provisions of this Supplemental  Indenture,  the provisions of
this Supplemental Indenture shall govern and be controlling.

     The Initial Securities will be (i) offered and sold by the Company pursuant
to the Purchase Agreement and (ii) resold initially only to (A) QIBs in reliance
on Rule 144A and (B) Persons  other than U.S.  Persons (as defined in Regulation
S) in reliance on Regulation S.

     The Company hereby  designates The Depository  Trust Company as the initial
U.S. Depository for the Global Securities.

     (b) Global  Securities.  The Rule 144A Securities shall be issued initially
in the form of one or more  permanent  global  Securities in  definitive,  fully
registered  form  (collectively,  the "Rule 144A  Global  Securities"),  without
interest  coupons,  bearing  the Global  Securities  Legend  and the  Restricted
Securities  Legend,  deposited  on behalf of the  purchasers  of the  Securities
represented thereby with the Securities Custodian, and registered in the name of
the U.S.  Depository or a nominee of the U.S.  Depository,  duly executed by the
Company  and  authenticated  by  the  Trustee  as  provided  herein  and  in the
Indenture.  The Regulation S Securities shall be issued initially in the form of
one  or  more  global   Securities  in   definitive,   fully   registered   form
(collectively, the "Regulation S Global Securities"),  without interest coupons,
bearing the Global Securities Legend and Restricted Securities Legend, deposited
on behalf of the  purchasers  of the  Securities  represented  thereby  with the
Securities  Custodian,  for credit to the respective  accounts of the purchasers
(or to such other accounts as they may direct) at Euroclear or Clearstream, duly
executed by the Company and  authenticated by the Trustee as provided herein and
in the  Indenture.  Beneficial  ownership  interests  in a  Regulation  S Global
Security shall not be exchangeable  for interests in a Rule 144A Global Security
or  any  other  Security  without  a  Restricted  Securities  Legend  until  the
expiration  of  the  Restricted  Period.  A  Rule  144A  Global  Security  and a
Regulation S Global Security are each referred to herein as a "Global  Security"
and are  collectively  referred to herein as "Global  Securities." The aggregate
principal amount of the Global  Securities may from time to time be increased or
decreased  by  adjustments  made on the  records  of the  Trustee  and the  U.S.
Depository or its nominee as hereinafter provided.

     (c) Book-Entry Provisions. This Section 2.2(c) shall apply only to a Global
Security deposited with or on behalf of the U.S.  Depository.  The Company shall
execute and the Trustee  shall,  in accordance  with this Section 2.2(c) and the
Indenture and pursuant to a Company Order,  authenticate  and deliver  initially
one or more Global  Securities  that (i) shall be  registered in the name of the
U.S.  Depository for such Global Security or Global Securities or the nominee of
such Depositary



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<PAGE>

     and (ii)  shall be  delivered  by the  Trustee to such U.S.  Depository  or
pursuant  to such  U.S.  Depository's  instructions  or held by the  Trustee  as
Securities Custodian.

     Participants  shall have no rights under this Indenture with respect to any
Global Security held on their behalf by the U.S. Depository or by the Trustee as
Securities Custodian or under such Global Security,  and the U.S. Depository may
be treated  by the  Company,  the  Trustee  and any agent of the  Company or the
Trustee  as the  absolute  owner  of  such  Global  Security  for  all  purposes
whatsoever.  Notwithstanding  the  foregoing,  nothing  herein shall prevent the
Company,  the  Trustee or any agent of the  Company or the  Trustee  from giving
effect to any written certification,  proxy or other authorization  furnished by
the  U.S.  Depository  or  impair,  as  between  the  U.S.  Depository  and  its
Participants,  the  operation  of customary  practices  of such U.S.  Depository
governing the exercise of the rights of a holder of a beneficial interest in any
Global Security.

     (d)  Definitive  Securities.  Except as provided in Section 2.6,  owners of
beneficial  interests  in Global  Securities  will not be  entitled  to  receive
physical delivery of certificated Securities.

     Section 2.3 Limitation on Aggregate  Principal  Amount.  Subject to Section
3.6 of the Indenture,  the 7.375% Notes will be initially issued in an aggregate
principal amount of  $600,000,000,  the 8.125% Notes will be initially issued in
an aggregate  principal amount of $1,100,000,000  and the 9.000% Debentures will
be initially issued in an aggregate principal amount of $900,000,000.

     Section 2.4 Optional  Redemption.  (a) In accordance with the provisions of
Article  11 of the  Indenture,  the  Company  shall have the right to redeem the
Securities,  in  whole  or in  part,  at any  time or from  time to  time,  at a
redemption price (the "Optional Redemption Price") equal to the greater of:

          (i) 100% of the principal amount of the Securities being redeemed plus
     accrued and unpaid interest to the Redemption Date; or

          (ii) the sum of the present values of the remaining scheduled payments
     of  principal  and  interest  on  the  Securities  being  redeemed  on  the
     Redemption  Date (not  including  any  portion of any  payment of  interest
     accrued to the Redemption Date) discounted to the Redemption Date (assuming
     a 360-day year  consisting of twelve 30-day months) on a semi-annual  basis
     at the Treasury Rate,  plus 30 basis points for the 7.375% Notes,  40 basis
     points for the 8.125% Notes and 50 basis points for the 9.000%  Debentures,
     as determined by the Reference Treasury Dealer,

plus in each case  accrued and unpaid  interest on the  principal  amount of the
series of Securities being redeemed to the Redemption Date.




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<PAGE>

     Any  redemption  pursuant to the preceding  paragraph will be made upon not
less than 30 nor more than 60 days' prior notice before the  Redemption  Date to
each Holder of the Securities in the manner set forth in the  Indenture,  at the
Optional  Redemption Price.  Notwithstanding the first two paragraphs of Section
11.3 of the  Indenture,  if less than all of the Securities of any series are to
be redeemed pursuant to this Section 2.8, the Securities to be redeemed shall be
selected by lot by the U.S.  Depository in accordance with its procedures in the
case of Securities registered as a Global Security at the time of redemption, or
by the Trustee by such method as the Trustee shall deem fair and  appropriate in
the case of Securities  that are not registered as a Global Security at the time
of redemption;  provided,  however, that no such partial redemption shall reduce
the portion of the principal amount of a Security of such series not redeemed to
less than the minimum denomination for a Security of such series.

     Section 2.5 Special Transfer and Exchange Provisions.  For the sole benefit
of the  Holders  of the  Securities,  Section  3.5 of the  Indenture  is  hereby
supplemented with, and where inconsistent replaced by, the following provisions:

     (a) Transfer and Exchange of Definitive Securities. When Definitive
Securities are presented to the Security Registrar with a request:

          (i) to register the transfer of such Definitive Securities; or

          (ii) to exchange such  Definitive  Securities  for an equal  principal
     amount of Definitive  Securities  of other  authorized  denominations,  the
     Security  Registrar  shall  register  the  transfer or make the exchange as
     requested if its  reasonable  requirements  for such  transaction  are met;
     provided,  however, that the Definitive Securities surrendered for transfer
     or exchange:

               (A) shall be duly endorsed or accompanied by a written instrument
          of transfer  in form  reasonably  satisfactory  to the Company and the
          Security  Registrar,  duly  executed  by  the  Holder  thereof  or his
          attorney duly authorized in writing; and

               (B) are accompanied by the following  additional  information and
          documents, as applicable:

                    (A) if such Definitive Securities are being delivered to the
               Security  Registrar by a Holder for  registration  in the name of
               such Holder,  without transfer,  a certification from such Holder
               to that effect (in the form set forth on the reverse  side of the
               Initial Security); or


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<PAGE>

                    (B) if such Definitive  Securities are being  transferred to
               the  Company,  a  certification  to that  effect (in the form set
               forth on the reverse side of the Initial Security); or

                    (C) if such  Definitive  Securities  are  being  transferred
               pursuant to an exemption  from  registration  in accordance  with
               Rule 144 under the  Securities  Act or in reliance  upon  another
               exemption from the  registration  requirements  of the Securities
               Act, (i) a certification to that effect (in the form set forth on
               the reverse side of the Initial Security) and (ii) if the Company
               so requests,  an opinion of counsel or other evidence  reasonably
               satisfactory to it as to the compliance with the restrictions set
               forth in the legend set forth in Section 2.5(e)(i).

     (b)  Restrictions  on Transfer of a  Definitive  Security  for a Beneficial
Interest in a Global Security.  A Definitive Security may not be exchanged for a
beneficial  interest  in a  Global  Security  except  upon  satisfaction  of the
requirements  set forth  below.  Upon  receipt by the  Trustee  of a  Definitive
Security,  duly endorsed or accompanied  by a written  instrument of transfer in
form reasonably satisfactory to the Company and the Security Registrar, together
with:

          (i)  certification  (in the form set forth on the reverse  side of the
     Initial Security) that such Definitive Security is being transferred (A) to
     a QIB in  accordance  with Rule 144A or (B) outside the United States in an
     offshore  transaction  within the meaning of Regulation S and in compliance
     with Rule 903 or 904 under the Securities Act; and

          (ii) written instructions  directing the Trustee to make, or to direct
     the  Securities  Custodian to make,  an adjustment on its books and records
     with  respect  to such  Global  Security  to  reflect  an  increase  in the
     aggregate  principal  amount of the  Securities  represented  by the Global
     Security,  such  instructions  to contain  information  regarding  the U.S.
     Depository account to be credited with such increase,

then the Trustee shall cancel such Definitive  Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing  instructions and
procedures  existing between the U.S.  Depository and the Securities  Custodian,
the aggregate principal amount of Securities  represented by the Global Security
to be increased by the aggregate  principal amount of the Definitive Security to
be  exchanged  and shall  credit or cause to be  credited  to the account of the
Person  specified  in such  instructions  a  beneficial  interest  in the Global
Security equal to the principal  amount of the Definitive  Security so canceled.
If no Global  Securities  of such  series  are then  outstanding  and the Global
Security has not been previously exchanged for certificated  securities pursuant
to Section 2.6, the Company shall issue and the Trustee shall authenticate, upon
written  order of the  Company in the form of an  Officers'  Certificate,  a new
Global Security in the appropriate principal amount.



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<PAGE>

     (c) Transfer and Exchange of Global Securities.

          (i) The  transfer  and  exchange of Global  Securities  or  beneficial
     interests  in  Global   Securities  shall  be  effected  through  the  U.S.
     Depository,  in accordance with this Supplemental  Indenture (including any
     applicable  restrictions  on  transfer  set forth  herein,  if any) and the
     procedures of the U.S.  Depository and the  Applicable  Procedures or other
     procedures of the U.S.  Depository  therefor.  A transferor of a beneficial
     interest  in a Global  Security  shall  deliver  a written  order  given in
     accordance with the U.S.  Depository's  procedures  containing  information
     regarding  the  participant  account of the U.S.  Depository to be credited
     with a  beneficial  interest  in such  Global  Security  or another  Global
     Security and such account shall be credited in  accordance  with such order
     with a  beneficial  interest  in the  applicable  Global  Security  and the
     account of the Person  making  the  transfer  shall be debited by an amount
     equal to the beneficial  interest in the Global Security being transferred.
     Transfers  by an owner  of a  beneficial  interest  in a Rule  144A  Global
     Security to a  transferee  who takes  delivery of such  interest  through a
     Regulation S Global Security, whether before or after the expiration of the
     Restricted  Period,  shall be made only upon  receipt  by the  Trustee of a
     certification from the transferor to the effect that such transfer is being
     made in accordance  with  Regulation S or (if available) Rule 144 under the
     Securities  Act and  that,  if such  transfer  is being  made  prior to the
     expiration of the Restricted Period, the interest transferred shall be held
     immediately thereafter through Euroclear or Clearsteam.

          (ii) If the proposed  transfer is a transfer of a beneficial  interest
     in one Global Security to a beneficial interest in another Global Security,
     the Security  Registrar shall reflect on its books and records the date and
     an increase in the  principal  amount of the Global  Security to which such
     interest is being transferred in an amount equal to the principal amount of
     the interest to be so transferred, and the Security Registrar shall reflect
     on its books  and  records  the date and a  corresponding  decrease  in the
     principal  amount of Global  Security  from  which such  interest  is being
     transferred.  Any  beneficial  interest  in one  Global  Security  that  is
     transferred  to a Person who takes  delivery  in the form of an interest in
     another  Global  Security will,  upon transfer,  cease to be an interest in
     that Global Security and become an interest in the Global Security to which
     the beneficial  interest is transferred  and will  thereafter be subject to
     all transfer  restrictions,  if any,  and other  procedures  applicable  to
     beneficial  interests  in the  Global  Security  to  which  the  beneficial
     interest  is  transferred  for as long as it  remains an  interest  in that
     Global Security.

          (iii)  Notwithstanding  any  other  provisions  of  this  Supplemental
     Indenture  (other than the  provisions  set forth in Section 2.6), a Global
     Security may not be transferred as a whole except by the U.S. Depository to
     a nominee of the U.S.  Depository or by a nominee of the U.S. Depository to
     the U.S. Depository or another nominee of the U.S. Depository or by the

                                       11
<PAGE>

     U.S.  Depository  or any such nominee to a successor  U.S.  Depository or a
     nominee of such successor U.S. Depository.

          (iv) In the event that a Global  Security is exchanged for  Definitive
     Securities  pursuant  to  Section  2.6  prior  to the  consummation  of the
     Registered  Exchange Offer or the  effectiveness of the Shelf  Registration
     Statement with respect to such Securities, such Securities may be exchanged
     only in accordance  with such  procedures as are  substantially  consistent
     with the  provisions  of this  Section  2.5  (including  the  certification
     requirements set forth on the reverse of the Initial Securities intended to
     ensure  that such  transfers  comply with Rule 144A,  Regulation  S or such
     other applicable  exemption from registration  under the Securities Act, as
     the case  may be) and such  other  procedures  as may from  time to time be
     adopted by the Company and the Guarantor.

     (d) Restrictions on Transfer of a Regulation S Global Security.

          (i) Prior to the expiration of the Restricted  Period,  interests in a
     Regulation  S  Global  Security  may  only be  held  through  Euroclear  or
     Clearstream  unless  exchanged for interests in a Rule 144A Global Security
     in accordance with the transfer and  certification  requirements  described
     herein.  During the Restricted Period,  beneficial ownership interests in a
     Regulation  S Global  Security  may only be sold,  pledged  or  transferred
     through   Euroclear  or  Clearstream  in  accordance  with  the  Applicable
     Procedures  and only  (A) to the  Company,  (B)  pursuant  to an  effective
     registration  statement  under  the  Securities  Act,  (C) so  long as such
     security is eligible for resale pursuant to Rule 144A, to a person whom the
     selling  holder  reasonably  believes is a QIB that  purchases  for its own
     account  or for the  account  of a QIB to whom  notice  is  given  that the
     resale,  pledge or transfer  is being made in  reliance  on Rule 144A,  (D)
     outside the United States pursuant to offers and sales to Non-U.S.  Persons
     (as defined in Regulation S) in an offshore  transaction within the meaning
     and  consistent  with the  terms and  conditions  of  Regulation  S, or (E)
     pursuant  to  any  other   available   exemption   from  the   registration
     requirements  of the  Securities  Act, in each case in accordance  with any
     applicable  state or other  securities laws of the United States.  Prior to
     the  expiration  of the  Restricted  Period,  transfers  by an  owner  of a
     beneficial  interest in a Regulation S Global  Security to a transferee who
     takes delivery of such interest  through a Rule 144A Global  Security shall
     be made only in accordance with  Applicable  Procedures and upon receipt by
     the  Trustee  of  a  written  certification  from  the  transferor  of  the
     beneficial  interest  in the form  provided  on the  reverse of the Initial
     Security  to the effect  that such  transfer is being made to a person whom
     the transferor reasonably believes is a QIB within the meaning of Rule 144A
     in a  transaction  meeting  the  requirements  of Rule 144A.  Such  written
     certification  shall no longer be  required  after  the  expiration  of the
     Restricted Period.

                                       12
<PAGE>

          (ii)  Upon  the  expiration  of  the  Restricted  Period,   beneficial
     ownership interests in Regulation S Global Securities shall be transferable
     in accordance  with applicable law and the other terms of the Indenture and
     this Supplemental Indenture.

     (e) Legends for Securities.

          (i) Except as permitted by the following  paragraphs (ii), (iii), (iv)
     or (vi), each Security certificate evidencing the Global Securities and the
     Definitive Securities (and all Securities issued in exchange therefor or in
     substitution  thereof) shall bear a legend in  substantially  the following
     form (each defined term in the legend being defined as such for purposes of
     the legend only):

     "THE SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED  (THE  "SECURITIES  ACT"),  OR ANY STATE OR OTHER  SECURITIES  LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH  REGISTRATION OR UNLESS SUCH  TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT  TO,  THE  REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT.  BY ITS
ACQUISITION  HEREOF,  THE  HOLDER  (1)  REPRESENTS  THAT (A) IT IS A  "QUALIFIED
INSTITUTIONAL  BUYER" (AS DEFINED IN RULE 144A UNDER THE  SECURITIES  ACT ("RULE
144A")),  OR (B) IT IS NOT A U.S.  PERSON  AND  IS  ACQUIRING  THIS  NOTE  IN AN
"OFFSHORE  TRANSACTION"  PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES
NOT TO OFFER,  SELL OR OTHERWISE  TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH
IS THE LATER OF (X) TWO YEARS (OR SUCH  SHORTER  PERIOD OF TIME AS  PERMITTED BY
RULE 144(k) OF THE  SECURITIES  ACT) AFTER THE LATER OF THE ORIGINAL  ISSUE DATE
HEREOF (OR ANY PREDECESSOR OF THIS SECURITY) AND THE LAST DATE ON WHICH DELHAIZE
AMERICA OR ANY AFFILIATE OF DELHAIZE  AMERICA WAS THE OWNER OF THIS SECURITY (OR
ANY  PREDECESSOR  OF THIS  SECURITY)  AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION DATE) EXCEPT (A)
TO DELHAIZE  AMERICA OR ANY SUBSIDIARY  THEREOF,  (B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE  PURSUANT TO RULE 144A INSIDE THE
UNITED STATES, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED  INSTITUTIONAL
BUYER" AS  DEFINED  IN RULE 144 THAT  PURCHASES  FOR ITS OWN  ACCOUNT OR FOR THE
ACCOUNT  OF A  QUALIFIED  INSTITUTIONAL  BUYER TO WHOM  NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (D) OUTSIDE THE UNITED  STATES
PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN


                                       13
<PAGE>

OFFSHORE  TRANSACTION  WITHIN  THE  MEANING  AND  CONSISTENT  WITH THE TERMS AND
CONDITIONS OF REGULATION S UNDER THE SECURITIES  ACT, OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED
A NOTICE  SUBSTANTIALLY  TO THE EFFECT OF THIS LEGEND;  PROVIDED  THAT  DELHAIZE
AMERICA,  THE TRUSTEE, THE TRANSFER AGENT AND THE REGISTRAR SHALL HAVE THE RIGHT
PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D) OR (E) TO
REQUIRE  THE  DELIVERY  OF AN OPINION OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER
INFORMATION  REASONABLY  SATISFACTORY  TO EACH OF THEM,  AND (II) IN EACH OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE  TRANSFEROR
TO DELHAIZE  AMERICA  AND THE  TRUSTEE.  THIS  LEGEND  WILL BE REMOVED  UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE  RESTRICTION  TERMINATION  DATE.  AS USED
HEREIN,  THE TERMS "UNITED STATES,"  "OFFSHORE  TRANSACTION," AND "U.S.  PERSON"
HAVE THE RESPECTIVE  MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT."

Each Definitive Security shall bear the following additional legend:

     "IN CONNECTION WITH ANY TRANSFER,  THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER  AGENT SUCH  CERTIFICATES  AND OTHER  INFORMATION  AS SUCH TRANSFER
AGENT MAY  REASONABLY  REQUIRE TO CONFIRM  THAT THE TRANSFER  COMPLIES  WITH THE
FOREGOING RESTRICTIONS."

          (ii) Upon any sale or transfer of a Transfer  Restricted Security that
     is a Definitive  Security,  the Security  Registrar shall permit the Holder
     thereof to exchange  such  Transfer  Restricted  Security  for a Definitive
     Security  that does not bear the  legends  set forth  above and rescind any
     restriction  on the transfer of such  Transfer  Restricted  Security if the
     Holder certifies in writing to the Security  Registrar that its request for
     such exchange was made in reliance on Rule 144 (such certification to be in
     the form set forth on the reverse of the Initial Security).

          (iii) After a transfer of any Initial  Securities or Private  Exchange
     Securities during the period of the  effectiveness of a Shelf  Registration
     Statement  with  respect to such  Initial  Securities  or Private  Exchange
     Securities,  as  the  case  may  be,  all  requirements  pertaining  to the
     Restricted  Securities  Legend on such Initial  Securities  or such Private
     Exchange Securities shall cease to apply and the requirements that any such
     Initial Securities or Private Exchange  Securities be issued in global form
     shall continue to apply.

                                       14
<PAGE>

          (iv) Upon the consummation of a Registered Exchange Offer with respect
     to the  Initial  Securities  pursuant  to  which  Holders  of such  Initial
     Securities  are offered  Exchange  Securities in exchange for their Initial
     Securities,  all requirements pertaining to Initial Securities that Initial
     Securities be issued in global form shall  continue to apply,  and Exchange
     Securities in global form without the Restricted Securities Legend shall be
     available  to  Holders  that  exchange  such  Initial  Securities  in  such
     Registered Exchange Offer.

          (v) Upon a sale or transfer  after the  expiration  of the  Restricted
     Period of any  Initial  Security  acquired  pursuant to  Regulation  S, all
     requirements  that such Initial  Security  bear the  Restricted  Securities
     Legend shall cease to apply and the requirements requiring any such Initial
     Security be issued in global form shall continue to apply.

     By its  acceptance  of any Initial  Security  represented  by a certificate
bearing the Private Placement Legend, each Holder of, and beneficial owner of an
interest in, such Initial Security  acknowledges the restrictions on transfer of
such Initial  Security set forth in the Private  Placement  Legend and under the
heading "Notice to Investors" in the Offering Memorandum and agrees that it will
transfer such Initial  Security in accordance with the Private  Placement Legend
and the restrictions  set forth under the heading,  "Notice to Investors" in the
Offering Memorandum.

     (f)  Cancellation  or  Adjustment of Global  Security.  At such time as all
beneficial  interests  in a Global  Security  have  either  been  exchanged  for
Definitive  Securities,  transferred,  redeemed,  repurchased or canceled,  such
Global  Security  shall be  returned by the U.S.  Depository  to the Trustee for
cancellation or retained and canceled by the Trustee.  At any time prior to such
cancellation,  if any beneficial  interest in a Global Security is exchanged for
Definitive Securities, transferred in exchange for an interest in another Global
Security, redeemed,  repurchased or canceled, the principal amount of Securities
represented by such Global Security shall be reduced and an adjustment  shall be
made on the books  and  records  of the  Trustee  (if it is then the  Securities
Custodian for such Global Security) with respect to such Global Security, by the
Trustee or the Securities Custodian, to reflect such reduction.

     (g) Obligations with Respect to Transfers and Exchanges of Securities.

          (i) To permit  registrations  of transfers and exchanges,  the Company
     shall execute and the Trustee shall authenticate, Definitive Securities and
     Global Securities at the Security Registrar's request.

          (ii) No service charge shall be made for any  registration of transfer
     or  exchange,  or  redemption  of  Securities,  but the Company may require
     payment of a sum sufficient to cover any transfer tax, assessments or other
     governmental charge payable in connection therewith


                                       15
<PAGE>

     other than in connection  with any  registration of transfer or exchange of
     Securities  pursuant  to  Sections  3.4,  9.5 or  11.7  not  involving  any
     transfer.

          (iii) Prior to due  presentation  for  registration of transfer of any
     Security, the Company, the Guarantor,  the Trustee and agent of the Company
     or the  Guarantor  or the  Trustee  may treat the Person in whose name such
     Security  is  registered  in the  Security  Register  as the  owner of such
     Security for the purpose of receiving  payment of principal of, any premium
     and (subject to Sections 3.5 and 3.7 of the Indenture)  interest on and any
     Additional  Amounts  with respect to such  Registered  Security and for all
     other purposes whatsoever,  whether or not any payment with respect to such
     Registered  Security  shall  be  overdue,  and  none  of the  Company,  the
     Guarantor,  the Trustee or any agent of the Company,  the  Guarantor or the
     Trustee shall be affected by notice to the contrary.

          (iv) The Company shall not be required to issue, register the transfer
     of or exchange any Securities  selected for redemption (except, in the case
     of  Securities  to be  redeemed  in part,  the  portion  thereof  not to be
     redeemed) or any Securities for a period of 15 days before the mailing of a
     notice of redemption of Securities to be redeemed.

          (v) All  Securities  issued upon any transfer or exchange  pursuant to
     the terms of this  Supplemental  Indenture shall evidence the same debt and
     shall  be  entitled  to  the  same  benefits  under  the  Indenture  as the
     Securities surrendered upon such transfer or exchange.

          (vi) Each Holder of the Securities agrees to indemnify the Company and
     the  Trustee  against  any  liability  that may result  from the  transfer,
     exchange or  assignment  of such  Holder's  Securities  in violation of any
     provision of the  Indenture,  this  Supplemental  Indenture  or  applicable
     United States Federal or State securities laws.

     (h) No Obligation of the Trustee.

          (i) The Trustee  shall have no  responsibility  or  obligation  to any
     beneficial owner of a Global Security, a member of, or a participant in the
     U.S.  Depository  or any other  Person with  respect to the accuracy of the
     records of the U.S.  Depository  or its  nominee or of any  participant  or
     member thereof, with respect to any ownership interest in the Securities or
     with respect to the delivery to any participant,  member,  beneficial owner
     or other Person (other than the U.S.  Depository) of any notice  (including
     any notice of redemption or repurchase) or the payment of any amount, under
     or with respect to such Securities.  All notices and  communications  to be
     given to the  Holders  and all  payments  to be made to  Holders  under the
     Securities  shall be given or made only to the  registered  Holders  (which
     shall  be the  U.S.  Depository  or its  nominee  in the  case of a  Global
     Security).  The rights of beneficial owners in any Global Security shall be
     exercised only through the U.S. Depository subject to the


                                       16
<PAGE>

     applicable  rules and  procedures of the U.S.  Depository.  The Trustee may
     rely and shall be fully protected in conclusively  relying upon information
     furnished by the U.S. Depository with respect to its members,  participants
     and any beneficial owners.

          (ii)  The  Trustee  shall  have no  obligation  or  duty  to  monitor,
     determine or inquire as to  compliance  with any  restrictions  on transfer
     imposed under this  Indenture or under  applicable  law with respect to any
     transfer of any interest in any Security  (including any transfers  between
     or among U.S. Depository participants,  members or beneficial owners in any
     Global  Security) other than to require  delivery of such  certificates and
     other  documentation or evidence as are expressly required by, and to do so
     if and when  expressly  required  by, the terms of this  Indenture,  and to
     examine the same to determine  substantial  compliance  as to form with the
     express requirements hereof.

     Section 2.6 Definitive Securities.

     (a) A  Global  Security  deposited  with the  U.S.  Depository  or with the
Trustee as Securities  Custodian pursuant to Section 2.2 shall be transferred to
the  beneficial  owners  thereof  in the  form of  Definitive  Securities  in an
aggregate  principal  amount  equal  to the  principal  amount  of  such  Global
Security,  in exchange for such Global Security,  only if such transfer complies
with  Section 2.5 and (i) the Company  notifies  the Trustee in writing that the
U.S.  Depository  is no longer  willing or able to act as a  depositary  for the
Securities or the U.S.  Depositary ceases to be a "clearing  agency"  registered
under the  Exchange  Act,  and a successor  depositary  is not  appointed by the
Company  within 90 days of such notice or  cessation,  (ii) the Company,  at its
option,  notifies the Trustee in writing that it elects to cause the issuance of
Definitive  Securities  under the  Indenture,  or (iii) upon the  occurrence and
continuation of an Event of Default.

     (b) Any Global  Security  that is  transferable  to the  beneficial  owners
thereof pursuant to this Section 2.6 shall be surrendered by the U.S. Depository
to the  Trustee,  to be so  transferred,  in whole or from time to time in part,
without  charge,  and the Trustee  shall  authenticate  and  deliver,  upon such
transfer of each portion of such Global Security,  an equal aggregate  principal
amount of Definitive  Securities of authorized  denominations.  Any portion of a
Global  Security  transferred  pursuant to this  Section 2.6 shall be  executed,
authenticated  and delivered only in denominations of $1,000 of principal amount
and any  integral  multiple  thereof  and  registered  in such names as the U.S.
Depository  shall direct.  Any  certificated  Initial  Security in the form of a
Definitive Security delivered in exchange for an interest in the Global Security
shall,  except  as  otherwise  provided  by  Section  2.5,  bear the  Restricted
Securities Legend.


                                       17
<PAGE>

     (d) In the  event  of the  occurrence  of any of the  events  specified  in
Section  2.6(a)(i),  (ii) or (iii),  the Company will promptly make available to
the Trustee a reasonable  supply of Definitive  Securities  in fully  registered
form without interest coupons.

                                    ARTICLE 3
                            MISCELLANEOUS PROVISIONS

     Section 3.1  Ratification.  The Indenture,  as supplemented  and amended by
this  Supplemental  Indenture,  is in all respects hereby adopted,  ratified and
confirmed.

     Section 3.2 Counterparts.  This  Supplemental  Indenture may be executed in
any number of  counterparts,  each of which when so executed  shall be deemed an
original;  and all such counterparts  shall together  constitute but one and the
same instrument.

     Section 3.3 Applicable  Procedures.  Notwithstanding  anything else herein,
the Company shall not be required to permit a transfer to a Global Security that
is not permitted by the Applicable Procedures.

     Section 3.4 Governing  Law. This  Supplemental  Indenture and each Security
shall be governed by and construed in  accordance  with the laws of the State of
New York  applicable to  agreements  made or  instruments  entered into, in each
case,  performed in said State  without  regard to  conflicts of law  principles
thereof.


                            [signature page follows]


                                       18
<PAGE>


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

                                   DELHAIZE AMERICA, INC.


                                   By:   /s/ MICHAEL R. WALLER
                                         -----------------------------
                                         Name:     Michael R. Waller
                                         Title:    Executive Vice President and
                                                   General Counsel


                                 FOOD LION, LLC

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


                                   THE BANK OF NEW YORK, Trustee

                                   By:   /s/ MING SHIANG
                                         --------------------------
                                         Name:     Ming Shiang
                                         Title:




<PAGE>


                        EXHIBIT A -- Form of 7.375% Note

                             DELHAIZE AMERICA, INC.

                              7.375% Note due 2006

                           [Global Securities Legend]

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT, AND
ANY  CERTIFICATE  ISSUED IS  REGISTERED  IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER  ENTITY AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO  TRANSFERS IN WHOLE,  BUT
NOT IN PART,  TO NOMINEES OF DTC OR TO A SUCCESSOR  THEREOF OR SUCH  SUCCESSOR'S
NOMINEE  AND  TRANSFERS  OF  PORTIONS  OF THIS  GLOBAL  NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE  WITH THE  RESTRICTIONS  SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.

No.[_______]                                                        US $[______]
                                                             CUSIP No.: [______]
                                                              ISIN No.: [______]

     DELHAIZE AMERICA,  INC., a North Carolina corporation,  for value received,
promises to pay to Cede & Co., or  registered  assigns,  the  principal  sum set
forth above or such other  principal sum on the Schedule  attached hereto (which
shall not exceed U.S.  $[______]) on April 15, 2006, and to pay interest thereon
from  April 19,  2001 or from the most  recent  interest  payment  date to which
interest  has  been  paid or duly  provided  for,  semiannually  on April 15 and
October 15 in each year (each, an "Interest Payment Date"),  commencing  October
15, 2001, at the rate of 7.375% per annum, until the principal hereof is paid or
made available for payment.
<PAGE>

     Interest  shall be computed on the basis of a 360-day year of twelve 30-day
months, with all interest amounts resulting from such calculations to be rounded
to the nearest cent. If any Interest  Payment Date or the maturity date falls on
a day that is not a Business Day, the required payment shall be made on the next
succeeding  Business Day as if it were made on the date such payment was due and
no interest  shall accrue on the amount so payable for the period from and after
such  Interest  Payment Date or the maturity  date,  as the case may be, to such
next  succeeding  Business Day. The interest so payable and  punctually  paid or
duly  provided  for on any  Interest  Payment  Date  will,  as  provided  in the
Indenture,  be paid to the Persons who are  registered  holders of Securities at
the close of business on the regular record date for such interest,  which shall
be April 1 or October 1 (whether  or not a  Business  Day),  as the case may be,
next preceding such Interest  Payment Date (each, a "Regular Record Date").  Any
such interest which is payable, but is not punctually paid or duly provided for,
on any  Interest  Payment  Date  shall  forthwith  cease  to be  payable  to the
registered  Holders  hereof on the  relevant  regular  record  date by virtue of
having been a Holder,  and may be paid to the Persons in whose name the Security
is  registered  at the close of business  on a  subsequent  special  record date
(which  shall be not more  than 15 days and not less  than 10 days  prior to the
date of the proposed payment and not less than 10 days after notification to the
Trustee of the proposed  payment) for the payment of such defaulted  interest to
be fixed by the  Company,  notice  whereof  shall  be  given to the  Holders  of
Securities  of this  series not less than 10 days prior to such  Special  Record
Date,  or may be paid at any time in any other  lawful  manner not  inconsistent
with the requirements of any securities  exchange on which the Securities may be
listed,  and upon such notice as may be required by such  exchange,  all as more
fully provided in the Indenture.

     Payment of the  principal of, any premium,  interest on, or any  Additional
Amounts with respect to, the Securities shall be made at the office or agency of
the  Company and the  Guarantor  maintained  for that  purpose in The Borough of
Manhattan,  The City of New York,  which shall  initially be the Corporate Trust
Office of the Trustee,  in such coin or currency of the United States of America
as at the time of payment  is legal  tender  for  payment of public and  private
debts;  provided,  however,  that,  at the option of the  Company,  payments  in
respect of the Securities  represented by a Global  Security may be made by wire
transfer  of  immediately  available  funds  to the  accounts  specified  by The
Depository Trust Company or such successor U.S. Depository in writing; provided,
further,  that,  payments in respect of a  certificated  Security may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or by wire transfer to an account  maintained by
the Person entitled thereto as specified in the Security Register, provided that
such Person shall have given the Trustee written wire instructions at least five
Business Days prior to the applicable Interest Payment Date.

     Reference  is hereby made to the further  provisions  of this  Security set
forth  on  the  reverse  hereof  (or an  authenticating  agent),  which  further
provisions  shall for all purposes  have the same effect as if set forth at this
place.

<PAGE>

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee  referred to on the reverse  hereof by manual  signature,  this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.



     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed under its corporate seal.



                                                DELHAIZE AMERICA, INC.





                                                By: ____________________________
                                                Name:
                                                Title:



                          CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated  therein referred to
in the within-mentioned Indenture.

Dated:   April 19, 2001                      THE BANK OF NEW YORK, as Trustee

                                             By:________________________________
                                                   Authorized Signatory


<PAGE>


                      [FORM OF REVERSE SIDE OF 7.375% NOTE]

                              7.375% Note due 2006

     Section 1. Indenture.


     The  Securities  are part of a duly  authorized  issue of securities of the
Company (herein called the Securities"), fully and unconditionally guaranteed as
to payment of  principal,  premium,  if any, and  interest by Food Lion,  LLC, a
North Carolina  corporation  (together with each additional person that executes
an indenture supplemental to the Indenture (as hereinafter defined) assuming the
agreements and  obligations of a "Guarantor" in accordance  with Section 16.7 of
the Indenture,  the "Guarantor";  except as otherwise  expressly  specified,  if
there is more than one person that is a Guarantor with respect to the Indenture,
"Guarantor" shall mean each such person and all references to "Guarantor" herein
shall apply equally and  individually to Food Lion, LLC and to each other person
that has become a Guarantor  under the  Indenture),  issued  under an  Indenture
dated as of April 15, 2001, and a First Supplemental  Indenture thereto dated as
of April 19, 2001 (the Indenture and the First Supplemental Indenture,  together
with all indentures supplemental to the Indenture,  the "Indenture"),  among the
Company,  the  Guarantor  and The Bank of New York (the  "Trustee,"  which  term
includes  any  successor  trustee  under the  Indenture).  Terms  defined in the
Indenture  and not defined  herein  have the  meanings  ascribed  thereto in the
Indenture.  The  Securities  are  subject  to all  terms and  provisions  of the
Indenture and  Securityholders  are referred to the Indenture for a statement of
such terms and provisions.

     The Securities are senior  unsecured  obligations of the Company  initially
limited  to  $____________in   aggregate   principal  amount  at  any  one  time
outstanding,  subject to Section 3.6 of the  Indenture.  This Security is one of
the Initial Securities referred to in the Indenture.  The Securities include the
Initial Securities and any Exchange  Securities and Private Exchange  Securities
issued in exchange for Initial Securities.  The Initial Securities, the Exchange
Securities and the Private Exchange  Securities are treated as a single class of
securities under the Indenture.

     Section 2. Redemption.

     (a)  Redemption  at the Option of the Company.  The Company  shall have the
right to redeem this Security,  in whole or in part, at any time or from time to
time, at a Redemption Price equal to the greater of:

          (i) 100% of the principal amount of the Securities being redeemed plus
     accrued and unpaid interest to the Redemption Date; or
<PAGE>

          (ii) the sum of the present values of the remaining scheduled payments
     of  principal  and  interest  on  the  Securities  being  redeemed  on  the
     Redemption  Date (not  including  any  portion of any  payment of  interest
     accrued to the Redemption Date) discounted to the redemption date (assuming
     a 360-day year  consisting of twelve 30-day months) on a semi-annual  basis
     at the  Treasury  Rate,  plus  30  basis  points  for  the  Securities,  as
     determined  by the  Reference  Treasury  Dealer,  plus  accrued  and unpaid
     interest on the on the principal  amount being  redeemed to the  redemption
     date.

     "Comparable  Treasury Issue" means the U.S.  Treasury  security selected by
the Reference  Treasury Dealer as having a maturity  comparable to the remaining
term of  Securities  to be  redeemed  that  would  be  utilized,  at the time of
selection and in accordance with customary  financial  practice,  in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.

     "Comparable Treasury Price" means, with respect to any Redemption Date, (A)
the average of the Reference  Treasury  Dealer  Quotations  for such  Redemption
Date,  after  excluding the highest and lowest such  Reference  Treasury  Dealer
Quotations,  (B) if the Trustee obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such Reference Treasury Dealer Quotations,
or (C) if only  one  Reference  Treasury  Dealer  Quotation  is  received,  such
Quotation.

     "Reference  Treasury  Dealer"  means (A) each of Salomon Smith Barney Inc.,
Chase  Securities Inc. and Deutsche Banc Alex.  Brown Inc. (or their  respective
Affiliates which are Primary Treasury Dealers), and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute  therefor another Primary  Treasury Dealer;  and (B) any
other Primary Treasury Dealer(s) selected by the Company.

     "Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury  Dealer and any  Redemption  Date,  the average,  as  determined by the
Trustee,  of the  bid  and  asked  prices  for  the  Comparable  Treasury  Issue
(expressed  in each case as a  percentage  of its  principal  amount)  quoted in
writing to the Trustee by such Reference  Treasury Dealer at 5:00 p.m. (New York
City time) on the third Business Day preceding such Redemption Date.

     "Treasury  Rate" means,  with respect to any Redemption  Date, the rate per
annum equal to the  semi-annual  equivalent  yield to maturity of the Comparable
Treasury  Issue,  calculated on the third Business Day preceding such Redemption
Date,  assuming  a price  for the  Comparable  Treasury  Issue  (expressed  as a
percentage of its principal  amount) equal to the Comparable  Treasury Price for
such Redemption Date.

     (b)  Redemption  For Tax Reasons.  The provisions of this paragraph and all
references to "Guarantor"  contained in this paragraph  shall apply only to such
persons,  if any,  which become a Guarantor  pursuant to the  Indenture  and are
organized and existing in a jurisdiction outside the United

<PAGE>

States.  In the event that as a result of any change in, or  amendments  to, any
laws (or any regulations or rulings promulgated  thereunder) of the jurisdiction
in which the  Guarantor is organized  (or any  political  subdivision  or taxing
authority in such jurisdiction), or any change in, or amendments to, an official
position  regarding the application or interpretation of such laws,  regulations
or  rulings,  which  change or  amendment  is  announced  or  becomes  effective
thereunder  after April 11,  2001,  the  Guarantor  has become or,  based upon a
written opinion of independent  counsel  selected by the Guarantor,  will become
obligated to pay, with respect to the Securities,  any Additional  Amounts,  the
Guarantor  may  redeem,  in  accordance  with the  procedures  set  forth in the
Indenture, all, but not less than all, of the Securities at any time on not less
than 30 days  nor  more  than 60  days'  prior  notice  to the  Holders  of such
Securities at a Redemption  Price equal to 100% of the principal amount thereof,
together with accrued interest thereon,  if any, to the Redemption Date (subject
to the rights of Holders or record on the relevant  Regular  Record Date that is
prior to the  Redemption  Date to  receive  interest  on the  relevant  Interest
Payment Date).

     (c) Notice of  redemption  will be mailed by  first-class  mail at least 30
days but not more than 60 days  before  the  redemption  date to each  Holder of
Securities  to be  redeemed  at his or her  registered  address.  Securities  in
denominations larger than $1,000 of principal amount may be redeemed in part but
only in whole multiples of $1,000 of principal  amount.  If money  sufficient to
pay the  redemption  price of and  accrued and unpaid  interest,  if any, on all
Securities  (or  portions  thereof)  to be redeemed  on the  Redemption  Date is
deposited with the Trustee or a Paying Agent on or before the  Redemption  Date,
on and after such date  interest  ceases to accrue on such  Securities  (or such
portions thereof) called for redemption.

     Section 3. Sinking Fund.

     The Securities are not subject to any sinking fund.

     Section 4. Denominations; Transfer; Exchange.

     The Securities are in registered form without coupons in  denominations  of
$1,000  and whole  multiples  of  $1,000.  A Holder  may  transfer  or  exchange
Securities in accordance with the Indenture.  Upon any transfer or exchange, the
Security Registrar and the Trustee may require a Holder,  among other things, to
furnish  appropriate  endorsements  or transfer  documents  and to pay any taxes
required by law or permitted by the  Indenture.  No service charge shall be made
for any such  registration of transfer or exchange,  but the Company may require
payment  of a sum  sufficient  to  cover  any tax or other  governmental  charge
payable in connection  therewith,  other than in certain  cases  provided in the
Indenture.  The Security Registrar need not register the transfer of or exchange
any Securities  selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or to transfer
or  exchange  any  Securities  for a period of 15 days prior to the mailing of a
notice of redemption of Securities to be redeemed.

<PAGE>

     Section 5. Paying Agent and Security Registrar.

     Initially, the Trustee will act as Paying Agent and Security Registrar. The
Company may appoint and change any Paying Agent or Security Registrar.

     Section 6. Persons Deemed Owners.

     The  registered  Holder of this  Security may be treated as the owner of it
for all  purposes  whether or not this  Security  is overdue  regardless  of any
notice to the contrary.

     Section 7. Unclaimed Money.

     If money for the payment of principal or interest remains unclaimed for two
years,  the  Trustee or Paying  Agent shall pay the money back to the Company at
its written request, unless an abandoned property law designates another Person.
After any such  payment,  Holders  entitled  to the money  must look only to the
Company and not to the Trustee for payment.

     Section 8. Discharge and Defeasance.

     The Indenture contains provisions whereby (i) the Company and the Guarantor
may be discharged from their obligations with respect to the Securities (subject
to certain  exceptions)  or (ii) the Company and the  Guarantor  may be released
from  their  obligations  under  specified   covenants  and  agreements  in  the
Indenture,  in each case if the Company or the  Guarantor  irrevocably  deposits
with the Trustee money or Government  Obligations,  or a combination thereof, in
an amount  sufficient,  without  consideration of any  reinvestment,  to pay and
discharge  the  entire  indebtedness  on all  Securities  of  this  series,  and
satisfies certain other conditions, all as more fully provided in the Indenture.

     Section 9. Amendment; Waiver.

     The Indenture contains  provisions  permitting,  with certain exceptions as
therein  provided,  the amendment thereof and the modification of the rights and
obligations of the Company or the Guarantor and the rights of the Holders of the
Securities of each series issued under the Indenture at any time by the Company,
the  Guarantor  and the Trustee  with the written  consent of the Holders of not
less than a majority in aggregate principal amount of the Securities at the time
Outstanding  of each  series  affected  thereby.  The  Indenture  also  contains
provisions   permitting  the  Holders  of  specified  percentages  in  aggregate
principal  amount of the  Securities of any series at the time  Outstanding,  on
behalf of the Holders of all Securities of such series,  to waive  compliance by
the Company or the  Guarantor  with  certain  provisions  of the  Indenture  and
certain past  defaults  under the  Indenture  and their  consequences.  Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon  such  Holder  and upon all  future  Holders  of this  Security  and of any
Securities issued upon

<PAGE>

the  registration of transfer  hereof or in exchange  herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

     Section 10. Defaults and Remedies.

     If an Event of Default  with respect to the  Securities  shall occur and be
continuing,  the principal of the  Securities may be declared due and payable in
the manner and with the effect provided in the Indenture.

     Section 11. Abbreviations.

     The following  abbreviations  when used in the  inscription  on the face of
this  instrument  shall be  construed  as though  they were  written out in full
according to applicable laws or regulations:

TEN COM  --         as tenants in common

TEN ENT  --         as tenants by the entireties

JT TEN   --         as joint tenants with rights of survivorship and not as
                    tenants in common

UNIF GIFT MIN ACT --
                                   -------------------------------
                                            (Minor)
    Custodian
                                   -------------------------------
                                             (Cust)
Under Uniform Gifts to Minors Act
                                   -------------------------------
                                             (State)

Additional abbreviations may also be used though not in the above list.

     Section 12. Governing Law.

     This Security  shall be governed by and  construed in  accordance  with the
laws of the  State of New York  applicable  to  agreements  made or  instruments
entered  into and,  in each case,  performed  in such State,  without  regard to
conflicts of law principles thereof.

     Section 13. CUSIP and ISIN Numbers.

     The  Company  has  caused  CUSIP  and ISIN  numbers  to be  printed  on the
Securities and has directed the Trustee to use CUSIP and ISIN numbers in notices
of redemption as a convenience to Holders.  No  representation is made as to the
accuracy of such numbers  either as printed on the Securities or as contained in
any  notice  of  redemption  and  reliance  may be  placed  only  on  the  other
identification numbers placed thereon.

<PAGE>

     Section 14. Holders' Compliance with Registration Rights Agreement.

     Each Holder of this Security, by acceptance hereof, acknowledges and agrees
to the  provisions of the  Registration  Rights  Agreement,  including,  without
limitation,  the  obligations of the Holders with respect to a registration  and
the  indemnification of the Company to the extent provided therein. In the event
of a conflict  between the terms of this  Security and the  Registration  Rights
Agreement, the terms of the Registration Rights Agreement shall control.

     The Company will furnish to any Holder of Securities  upon written  request
and  without  charge to the Holder a copy of the  Indenture  which has in it the
text of this Security.


<PAGE>


                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                    OR REGISTRATION OF TRANSFER OF SECURITIES

This  certificate  relates to $_________  principal amount of Securities held in
(check   applicable   space)   _____book-entry   or   _____definitive   form  by
___________________(the "Transferor").

The Transferor (check one box below):

[_]  has  requested  the Trustee by written order to deliver in exchange for its
     beneficial  interest in the Global  Security held by the U.S.  Depository a
     Security  or  Securities  in  definitive,  registered  form  of  authorized
     denominations  and an aggregate  principal  amount equal to its  beneficial
     interest in such Global Security (or the portion thereof indicated above);

[_]  has  requested  the Trustee by written  order to  exchange or register  the
     transfer of a Security or Securities.

     In connection with any transfer of any of the Securities  evidenced by this
certificate  occurring prior to the expiration of the period referred to in Rule
144(k) of the  Securities  Act of 1933 and such later  date,  if any,  as may be
required by applicable  law, the  undersigned  confirms that such Securities are
being transferred in accordance with its terms:

CHECK ONE BOX BELOW

     (1)  [_] to the Company; or


     (2)  [_]  pursuant  to  an  effective   registration  statement  under  the
               Securities Act of 1933; or


     (3)  [_]  inside the United States to a "qualified institutional buyer" (as
               defined  in Rule 144A  under  the  Securities  Act of 1933)  that
               purchases  for its own  account or for the account of a qualified
               institutional  buyer to whom  notice is given  that such  resale,
               pledge or  transfer  is being made in reliance on Rule 144A under
               the Securities Act of 1933, in each case in reliance on Rule 144A
               under the Securities Act of 1933; or

     (4)  [_]  outside the United States in an offshore  transaction  within the
               meaning  and   consistent   with  the  terms  and  conditions  of
               Regulation S under the Securities Act of 1933 in compliance  with
               Rule  903 or 904  under  the  Securities  Act of  1933  and  such
               Security shall be held immediately after the transfer through
<PAGE>

               Euroclear or  Clearstream  until the expiration of the Restricted
               Period (as defined in the Indenture); or

     (5)  [_]  pursuant to another available  exemption from registration  under
               the Securities Act of 1933.

     Unless one of the boxes is checked, the Trustee will refuse to register any
of the Securities  evidenced by this certificate in the name of any Person other
than the registered holder thereof; provided, however, that if box (4) or (5) is
checked, the Trustee may require,  prior to registering any such transfer of the
Securities,  such legal opinions,  certifications  and other  information as the
Company has  reasonably  requested to confirm  that such  transfer is being made
pursuant  to an  exemption  from,  or  in a  transaction  not  subject  to,  the
registration requirements of the Securities Act of 1933.

     The Company and the Trustee are  entitled to rely on this  certificate  and
are irrevocably  authorized to produce this  certificate or a copy hereof to any
interested party in any  administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

Dated:________________________              ____________________________________
                                                  Signature of Transferor

Signature Guarantee:

Dated:________________________              ____________________________________
                                              Signature of Signature Guarantee

Signature must be guaranteed by an "eligible guarantor  institution" meeting the
requirements  of  the  Trustee,   which   requirements   include  membership  or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other  "signature  guarantee  program"  as may be  determined  by the Trustee in
addition  to,  or in  substitution  for,  STAMP,  all  in  accordance  with  the
Securities Exchange Act of 1934, as amended.

                          ----------------------------

              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Security
for its own  account  or an account  with  respect  to which it  exercises  sole
investment  discretion  and  that  it  and  any  such  account  is a  "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933,  and is aware that the sale to it is being made in  reliance  on Rule 144A
and acknowledges that it has received such information  regarding the Company as
the  undersigned  has requested  pursuant to Rule 144A or has  determined not to
request such information and that it is aware that the transferor is

<PAGE>

relying upon the undersigned's  foregoing  representations in order to claim the
exemption from registration provided by Rule 144A.

Dated:________________________   _______________________________________________
                                 NOTICE:  To be executed by an executive officer


<PAGE>


           SCHEDULE OF CHANGES IN PRINCIPAL AMOUNT OF GLOBAL SECURITY

The following  changes in the principal amount of this Global Security have been
made:

<TABLE>
<CAPTION>
                                                                                               Signature of
                        Amount of decrease                              Principal Amount of    authorized
                        in Principal Amount    Amount of increase in    this Global Security   signatory of
                        of this Global         Principal Amount of      following such         Trustee or
Date of Exchange        Security               this Global Security     decrease or increase   Securities Custodian
----------------        -------------------    --------------------     --------------------   --------------------
<S>                     <C>                    <C>                      <C>                    <C>


</TABLE>



<PAGE>



                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

For value received, the undersigned registered holder hereby sell(s),  assign(s)
and transfer(s) this Security and all rights thereunder to

--------------------------------------------------------------------------------
           (Print or type assignee's name, address and zip code)

--------------------------------------------------------------------------------
            (Insert assignee's Social Security or tax I.D. No.)

and irrevocably appoint ________________________________agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.

Date: _____________________Your Signature: _____________________________________
                                           Sign exactly as your name appears on
                                           the other side of this Security.

Signature Guarantee:
                     ___________________________________________________________
                     Signatures  must be  guaranteed  by an "eligible  guarantor
                     institution" meeting the requirements of the Trustee, which
                     requirements  include  membership or  participation  in the
                     Security Transfer Agent Medallion Program ("STAMP") or such
                     other "signature guarantee program" as may be determined by
                     the Trustee in addition to, or in substitution  for, STAMP,
                     all in accordance with the Securities Exchange Act of 1934,
                     as amended.


<PAGE>
                        EXHIBIT B -- Form of 8.125% Note

                             DELHAIZE AMERICA, INC.

                              8.125% Note due 2011

                           [Global Securities Legend]

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT, AND
ANY  CERTIFICATE  ISSUED IS  REGISTERED  IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER  ENTITY AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO  TRANSFERS IN WHOLE,  BUT
NOT IN PART,  TO NOMINEES OF DTC OR TO A SUCCESSOR  THEREOF OR SUCH  SUCCESSOR'S
NOMINEE  AND  TRANSFERS  OF  PORTIONS  OF THIS  GLOBAL  NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE  WITH THE  RESTRICTIONS  SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.

No.[_______]                                                        US $[______]
                                                             CUSIP No.: [______]
                                                              ISIN No.: [______]

     DELHAIZE AMERICA,  INC., a North Carolina corporation,  for value received,
promises to pay to Cede & Co., or  registered  assigns,  the  principal  sum set
forth above or such other  principal sum on the Schedule  attached hereto (which
shall not exceed U.S.  $[______]) on April 15, 2011, and to pay interest thereon
from  April 19,  2001 or from the most  recent  interest  payment  date to which
interest  has  been  paid or duly  provided  for,  semiannually  on April 15 and
October 15 in each year (each, an "Interest Payment Date"),  commencing  October
15, 2001, at the rate of 8.125% per annum, until the principal hereof is paid or
made available for payment.

<PAGE>

     Interest  shall be computed on the basis of a 360-day year of twelve 30-day
months, with all interest amounts resulting from such calculations to be rounded
to the nearest cent. If any Interest  Payment Date or the maturity date falls on
a day that is not a Business Day, the required payment shall be made on the next
succeeding  Business Day as if it were made on the date such payment was due and
no interest  shall accrue on the amount so payable for the period from and after
such  Interest  Payment Date or the maturity  date,  as the case may be, to such
next  succeeding  Business Day. The interest so payable and  punctually  paid or
duly  provided  for on any  Interest  Payment  Date  will,  as  provided  in the
Indenture,  be paid to the Persons who are  registered  holders of Securities at
the close of business on the regular record date for such interest,  which shall
be April 1 or October 1 (whether  or not a  Business  Day),  as the case may be,
next preceding such Interest  Payment Date (each, a "Regular Record Date").  Any
such interest which is payable, but is not punctually paid or duly provided for,
on any  Interest  Payment  Date  shall  forthwith  cease  to be  payable  to the
registered  Holders  hereof on the  relevant  regular  record  date by virtue of
having been a Holder,  and may be paid to the Persons in whose name the Security
is  registered  at the close of business  on a  subsequent  special  record date
(which  shall be not more  than 15 days and not less  than 10 days  prior to the
date of the proposed payment and not less than 10 days after notification to the
Trustee of the proposed  payment) for the payment of such defaulted  interest to
be fixed by the  Company,  notice  whereof  shall  be  given to the  Holders  of
Securities  of this  series not less than 10 days prior to such  Special  Record
Date,  or may be paid at any time in any other  lawful  manner not  inconsistent
with the requirements of any securities  exchange on which the Securities may be
listed,  and upon such notice as may be required by such  exchange,  all as more
fully provided in the Indenture.

     Payment of the  principal of, any premium,  interest on, or any  Additional
Amounts with respect to, the Securities shall be made at the office or agency of
the  Company and the  Guarantor  maintained  for that  purpose in The Borough of
Manhattan,  The City of New York,  which shall  initially be the Corporate Trust
Office of the Trustee,  in such coin or currency of the United States of America
as at the time of payment  is legal  tender  for  payment of public and  private
debts;  provided,  however,  that,  at the option of the  Company,  payments  in
respect of the Securities  represented by a Global  Security may be made by wire
transfer  of  immediately  available  funds  to the  accounts  specified  by The
Depository Trust Company or such successor U.S. Depository in writing; provided,
further,  that,  payments in respect of a  certificated  Security may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or by wire transfer to an account  maintained by
the Person entitled thereto as specified in the Security Register, provided that
such Person shall have given the Trustee written wire instructions at least five
Business Days prior to the applicable Interest Payment Date.

     Reference  is hereby made to the further  provisions  of this  Security set
forth  on  the  reverse  hereof  (or an  authenticating  agent),  which  further
provisions  shall for all purposes  have the same effect as if set forth at this
place.

<PAGE>

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee  referred to on the reverse  hereof by manual  signature,  this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.



     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed under its corporate seal.



                                                DELHAIZE AMERICA, INC.





                                                By: ____________________________
                                                Name:
                                                Title:



                          CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated  therein referred to
in the within-mentioned Indenture.

Dated:   April 19, 2001                     THE BANK OF NEW YORK, as Trustee

                                            By:_________________________________
                                               Authorized Signatory


<PAGE>


                      [FORM OF REVERSE SIDE OF 8.125% NOTE]

                              8.1275% Note due 2006

     Section 1. Indenture.

     The  Securities  are part of a duly  authorized  issue of securities of the
Company (herein called the Securities"), fully and unconditionally guaranteed as
to payment of  principal,  premium,  if any, and  interest by Food Lion,  LLC, a
North Carolina  corporation  (together with each additional person that executes
an indenture supplemental to the Indenture (as hereinafter defined) assuming the
agreements and  obligations of a "Guarantor" in accordance  with Section 16.7 of
the Indenture,  the "Guarantor";  except as otherwise  expressly  specified,  if
there is more than one person that is a Guarantor with respect to the Indenture,
"Guarantor" shall mean each such person and all references to "Guarantor" herein
shall apply equally and  individually to Food Lion, LLC and to each other person
that has become a Guarantor  under the  Indenture),  issued  under an  Indenture
dated as of April 15, 2001, and a First Supplemental  Indenture thereto dated as
of April 19, 2001 (the Indenture and the First Supplemental Indenture,  together
with all indentures supplemental to the Indenture,  the "Indenture"),  among the
Company,  the  Guarantor  and The Bank of New York (the  "Trustee,"  which  term
includes  any  successor  trustee  under the  Indenture).  Terms  defined in the
Indenture  and not defined  herein  have the  meanings  ascribed  thereto in the
Indenture.  The  Securities  are  subject  to all  terms and  provisions  of the
Indenture and  Securityholders  are referred to the Indenture for a statement of
such terms and provisions.

     The Securities are senior  unsecured  obligations of the Company  initially
limited  to  $____________in   aggregate   principal  amount  at  any  one  time
outstanding,  subject to Section 3.6 of the  Indenture.  This Security is one of
the Initial Securities referred to in the Indenture.  The Securities include the
Initial Securities and any Exchange  Securities and Private Exchange  Securities
issued in exchange for Initial Securities.  The Initial Securities, the Exchange
Securities and the Private Exchange  Securities are treated as a single class of
securities under the Indenture.

     Section 2. Redemption.

     (a)  Redemption  at the Option of the Company.  The Company  shall have the
right to redeem this Security,  in whole or in part, at any time or from time to
time, at a Redemption Price equal to the greater of:

          (i) 100% of the principal amount of the Securities being redeemed plus
     accrued and unpaid interest to the Redemption Date; or
<PAGE>


          (ii) the sum of the present values of the remaining scheduled payments
     of  principal  and  interest  on  the  Securities  being  redeemed  on  the
     Redemption  Date (not  including  any  portion of any  payment of  interest
     accrued to the Redemption Date) discounted to the redemption date (assuming
     a 360-day year  consisting of twelve 30-day months) on a semi-annual  basis
     at the  Treasury  Rate,  plus  30  basis  points  for  the  Securities,  as
     determined  by the  Reference  Treasury  Dealer,  plus  accrued  and unpaid
     interest on the on the principal  amount being  redeemed to the  redemption
     date.

     "Comparable  Treasury Issue" means the U.S.  Treasury  security selected by
the Reference  Treasury Dealer as having a maturity  comparable to the remaining
term of  Securities  to be  redeemed  that  would  be  utilized,  at the time of
selection and in accordance with customary  financial  practice,  in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.

     "Comparable Treasury Price" means, with respect to any Redemption Date, (A)
the average of the Reference  Treasury  Dealer  Quotations  for such  Redemption
Date,  after  excluding the highest and lowest such  Reference  Treasury  Dealer
Quotations,  (B) if the Trustee obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such Reference Treasury Dealer Quotations,
or (C) if only  one  Reference  Treasury  Dealer  Quotation  is  received,  such
Quotation.

     "Reference  Treasury  Dealer"  means (A) each of Salomon Smith Barney Inc.,
Chase  Securities Inc. and Deutsche Banc Alex.  Brown Inc. (or their  respective
Affiliates which are Primary Treasury Dealers), and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute  therefor another Primary  Treasury Dealer;  and (B) any
other Primary Treasury Dealer(s) selected by the Company.

     "Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury  Dealer and any  Redemption  Date,  the average,  as  determined by the
Trustee,  of the  bid  and  asked  prices  for  the  Comparable  Treasury  Issue
(expressed  in each case as a  percentage  of its  principal  amount)  quoted in
writing to the Trustee by such Reference  Treasury Dealer at 5:00 p.m. (New York
City time) on the third Business Day preceding such Redemption Date.

     "Treasury  Rate" means,  with respect to any Redemption  Date, the rate per
annum equal to the  semi-annual  equivalent  yield to maturity of the Comparable
Treasury  Issue,  calculated on the third Business Day preceding such Redemption
Date,  assuming  a price  for the  Comparable  Treasury  Issue  (expressed  as a
percentage of its principal  amount) equal to the Comparable  Treasury Price for
such Redemption Date.

     (b)  Redemption  For Tax Reasons.  The provisions of this paragraph and all
references to "Guarantor"  contained in this paragraph  shall apply only to such
persons,  if any,  which become a Guarantor  pursuant to the  Indenture  and are
organized and existing in a jurisdiction outside the United

<PAGE>

States.  In the event that as a result of any change in, or  amendments  to, any
laws (or any regulations or rulings promulgated  thereunder) of the jurisdiction
in which the  Guarantor is organized  (or any  political  subdivision  or taxing
authority in such jurisdiction), or any change in, or amendments to, an official
position  regarding the application or interpretation of such laws,  regulations
or  rulings,  which  change or  amendment  is  announced  or  becomes  effective
thereunder  after April 11,  2001,  the  Guarantor  has become or,  based upon a
written opinion of independent  counsel  selected by the Guarantor,  will become
obligated to pay, with respect to the Securities,  any Additional  Amounts,  the
Guarantor  may  redeem,  in  accordance  with the  procedures  set  forth in the
Indenture, all, but not less than all, of the Securities at any time on not less
than 30 days  nor  more  than 60  days'  prior  notice  to the  Holders  of such
Securities at a Redemption  Price equal to 100% of the principal amount thereof,
together with accrued interest thereon,  if any, to the Redemption Date (subject
to the rights of Holders or record on the relevant  Regular  Record Date that is
prior to the  Redemption  Date to  receive  interest  on the  relevant  Interest
Payment Date).

     (c) Notice of  redemption  will be mailed by  first-class  mail at least 30
days but not more than 60 days  before  the  redemption  date to each  Holder of
Securities  to be  redeemed  at his or her  registered  address.  Securities  in
denominations larger than $1,000 of principal amount may be redeemed in part but
only in whole multiples of $1,000 of principal  amount.  If money  sufficient to
pay the  redemption  price of and  accrued and unpaid  interest,  if any, on all
Securities  (or  portions  thereof)  to be redeemed  on the  Redemption  Date is
deposited with the Trustee or a Paying Agent on or before the  Redemption  Date,
on and after such date  interest  ceases to accrue on such  Securities  (or such
portions thereof) called for redemption.

     Section 3. Sinking Fund.

     The Securities are not subject to any sinking fund.

     Section 4. Denominations; Transfer; Exchange.

     The Securities are in registered form without coupons in  denominations  of
$1,000  and whole  multiples  of  $1,000.  A Holder  may  transfer  or  exchange
Securities in accordance with the Indenture.  Upon any transfer or exchange, the
Security Registrar and the Trustee may require a Holder,  among other things, to
furnish  appropriate  endorsements  or transfer  documents  and to pay any taxes
required by law or permitted by the  Indenture.  No service charge shall be made
for any such  registration of transfer or exchange,  but the Company may require
payment  of a sum  sufficient  to  cover  any tax or other  governmental  charge
payable in connection  therewith,  other than in certain  cases  provided in the
Indenture.  The Security Registrar need not register the transfer of or exchange
any Securities  selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or to transfer
or  exchange  any  Securities  for a period of 15 days prior to the mailing of a
notice of redemption of Securities to be redeemed.
<PAGE>

     Section 5. Paying Agent and Security Registrar.

     Initially, the Trustee will act as Paying Agent and Security Registrar. The
Company may appoint and change any Paying Agent or Security Registrar.

     Section 6. Persons Deemed Owners.

     The  registered  Holder of this  Security may be treated as the owner of it
for all  purposes  whether or not this  Security  is overdue  regardless  of any
notice to the contrary.

     Section 7. Unclaimed Money.

     If money for the payment of principal or interest remains unclaimed for two
years,  the  Trustee or Paying  Agent shall pay the money back to the Company at
its written request, unless an abandoned property law designates another Person.
After any such  payment,  Holders  entitled  to the money  must look only to the
Company and not to the Trustee for payment.

     Section 8. Discharge and Defeasance.

     The Indenture contains provisions whereby (i) the Company and the Guarantor
may be discharged from their obligations with respect to the Securities (subject
to certain  exceptions)  or (ii) the Company and the  Guarantor  may be released
from  their  obligations  under  specified   covenants  and  agreements  in  the
Indenture,  in each case if the Company or the  Guarantor  irrevocably  deposits
with the Trustee money or Government  Obligations,  or a combination thereof, in
an amount  sufficient,  without  consideration of any  reinvestment,  to pay and
discharge  the  entire  indebtedness  on all  Securities  of  this  series,  and
satisfies certain other conditions, all as more fully provided in the Indenture.

     Section 9. Amendment; Waiver.

     The Indenture contains  provisions  permitting,  with certain exceptions as
therein  provided,  the amendment thereof and the modification of the rights and
obligations of the Company or the Guarantor and the rights of the Holders of the
Securities of each series issued under the Indenture at any time by the Company,
the  Guarantor  and the Trustee  with the written  consent of the Holders of not
less than a majority in aggregate principal amount of the Securities at the time
Outstanding  of each  series  affected  thereby.  The  Indenture  also  contains
provisions   permitting  the  Holders  of  specified  percentages  in  aggregate
principal  amount of the  Securities of any series at the time  Outstanding,  on
behalf of the Holders of all Securities of such series,  to waive  compliance by
the Company or the  Guarantor  with  certain  provisions  of the  Indenture  and
certain past  defaults  under the  Indenture  and their  consequences.  Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon  such  Holder  and upon all  future  Holders  of this  Security  and of any
Securities issued upon

<PAGE>

the  registration of transfer  hereof or in exchange  herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

     Section 10. Defaults and Remedies.

     If an Event of Default  with respect to the  Securities  shall occur and be
continuing,  the principal of the  Securities may be declared due and payable in
the manner and with the effect provided in the Indenture.

     Section 11. Abbreviations.

     The following  abbreviations  when used in the  inscription  on the face of
this  instrument  shall be  construed  as though  they were  written out in full
according to applicable laws or regulations:

TEN COM  --    as tenants in common
TEN ENT  --    as tenants by the entireties
JT TEN   --    as joint tenants with rights of survivorship and not as tenants
               in common
UNIF GIFT MIN ACT   --
                                   ---------------------------------------------
                                                    (Minor)
                  Custodian
                                   ---------------------------------------------
                                                     (Cust)
Under Uniform Gifts to Minors Act
                                   ---------------------------------------------
                                                     (State)

Additional abbreviations may also be used though not in the above list.

     Section 12. Governing Law.

     This Security  shall be governed by and  construed in  accordance  with the
laws of the  State of New York  applicable  to  agreements  made or  instruments
entered  into and,  in each case,  performed  in such State,  without  regard to
conflicts of law principles thereof.

     Section 13. CUSIP and ISIN Numbers.

     The  Company  has  caused  CUSIP  and ISIN  numbers  to be  printed  on the
Securities and has directed the Trustee to use CUSIP and ISIN numbers in notices
of redemption as a convenience to Holders.  No  representation is made as to the
accuracy of such numbers  either as printed on the Securities or as contained in
any  notice  of  redemption  and  reliance  may be  placed  only  on  the  other
identification numbers placed thereon.

<PAGE>

     Section 14. Holders' Compliance with Registration Rights Agreement.

     Each Holder of this Security, by acceptance hereof, acknowledges and agrees
to the  provisions of the  Registration  Rights  Agreement,  including,  without
limitation,  the  obligations of the Holders with respect to a registration  and
the  indemnification of the Company to the extent provided therein. In the event
of a conflict  between the terms of this  Security and the  Registration  Rights
Agreement, the terms of the Registration Rights Agreement shall control.

     The Company will furnish to any Holder of Securities  upon written  request
and  without  charge to the Holder a copy of the  Indenture  which has in it the
text of this Security.


<PAGE>


                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                    OR REGISTRATION OF TRANSFER OF SECURITIES

This  certificate  relates to $_________  principal amount of Securities held in
(check   applicable   space)   _____book-entry   or   _____definitive   form  by
___________________(the "Transferor").

The Transferor (check one box below):

[_]  has  requested  the Trustee by written order to deliver in exchange for its
     beneficial  interest in the Global  Security held by the U.S.  Depository a
     Security  or  Securities  in  definitive,  registered  form  of  authorized
     denominations  and an aggregate  principal  amount equal to its  beneficial
     interest in such Global Security (or the portion thereof indicated above);

[_]  has  requested  the Trustee by written  order to  exchange or register  the
     transfer of a Security or Securities. --

     In connection with any transfer of any of the Securities  evidenced by this
certificate  occurring prior to the expiration of the period referred to in Rule
144(k) of the  Securities  Act of 1933 and such later  date,  if any,  as may be
required by applicable  law, the  undersigned  confirms that such Securities are
being transferred in accordance with its terms:

CHECK ONE BOX BELOW

     (1)  [_]  to the Company; or


     (2)  [_]  pursuant  to  an  effective   registration  statement  under  the
               Securities Act of 1933; or

     (3)  [_]  inside the United States to a "qualified institutional buyer" (as
               defined  in Rule 144A  under  the  Securities  Act of 1933)  that
               purchases  for its own  account or for the account of a qualified
               institutional  buyer to whom  notice is given  that such  resale,
               pledge or  transfer  is being made in reliance on Rule 144A under
               the Securities Act of 1933, in each case in reliance on Rule 144A
               under the Securities Act of 1933; or

     (4)  [_]  outside the United States in an offshore  transaction  within the
               meaning  and   consistent   with  the  terms  and  conditions  of
               Regulation S under the Securities Act of 1933 in compliance  with
               Rule  903 or 904  under  the  Securities  Act of  1933  and  such
               Security shall be held immediately after the transfer through

<PAGE>

               Euroclear or  Clearstream  until the expiration of the Restricted
               Period (as defined in the Indenture); or

     (5)  [_]  pursuant to another available  exemption from registration  under
               the Securities Act of 1933.

     Unless one of the boxes is checked, the Trustee will refuse to register any
of the Securities  evidenced by this certificate in the name of any Person other
than the registered holder thereof; provided, however, that if box (4) or (5) is
checked, the Trustee may require,  prior to registering any such transfer of the
Securities,  such legal opinions,  certifications  and other  information as the
Company has  reasonably  requested to confirm  that such  transfer is being made
pursuant  to an  exemption  from,  or  in a  transaction  not  subject  to,  the
registration requirements of the Securities Act of 1933.

     The Company and the Trustee are  entitled to rely on this  certificate  and
are irrevocably  authorized to produce this  certificate or a copy hereof to any
interested party in any  administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

Dated:________________________            ______________________________________
                                                  Signature of Transferor

Signature Guarantee:

Dated:________________________            ______________________________________
                                             Signature of Signature Guarantee

Signature must be guaranteed by an "eligible guarantor  institution" meeting the
requirements  of  the  Trustee,   which   requirements   include  membership  or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other  "signature  guarantee  program"  as may be  determined  by the Trustee in
addition  to,  or in  substitution  for,  STAMP,  all  in  accordance  with  the
Securities Exchange Act of 1934, as amended.

                       ----------------------------------

              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Security
for its own  account  or an account  with  respect  to which it  exercises  sole
investment  discretion  and  that  it  and  any  such  account  is a  "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933,  and is aware that the sale to it is being made in  reliance  on Rule 144A
and acknowledges that it has received such information  regarding the Company as
the  undersigned  has requested  pursuant to Rule 144A or has  determined not to
request such information and that it is aware that the transferor is


<PAGE>

relying upon the undersigned's  foregoing  representations in order to claim the
exemption from registration provided by Rule 144A.

Dated:________________________   _______________________________________________
                                 NOTICE:  To be executed by an executive officer

<PAGE>


           SCHEDULE OF CHANGES IN PRINCIPAL AMOUNT OF GLOBAL SECURITY

The following  changes in the principal amount of this Global Security have been
made:

<TABLE>
<CAPTION>
                                                                                               Signature of
                        Amount of decrease                              Principal Amount of    authorized
                        in Principal Amount    Amount of increase in    this Global Security   signatory of
                        of this Global         Principal Amount of      following such         Trustee or
Date of Exchange        Security               this Global Security     decrease or increase   Securities Custodian
----------------        -------------------    --------------------     --------------------   --------------------
<S>                     <C>                    <C>                      <C>                    <C>
</TABLE>

<PAGE>



                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

For value received, the undersigned registered holder hereby sell(s),  assign(s)
and transfer(s) this Security and all rights thereunder to

--------------------------------------------------------------------------------
           (Print or type assignee's name, address and zip code)

--------------------------------------------------------------------------------
            (Insert assignee's Social Security or tax I.D. No.)

and irrevocably appoint ________________________________agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.

Date: _____________________Your Signature: _____________________________________
                                           Sign exactly as your name appears on
                                           the other side of this Security.

Signature Guarantee:
                     ___________________________________________________________
                     Signatures  must be  guaranteed  by an "eligible  guarantor
                     institution" meeting the requirements of the Trustee, which
                     requirements  include  membership or  participation  in the
                     Security Transfer Agent Medallion Program ("STAMP") or such
                     other "signature guarantee program" as may be determined by
                     the Trustee in addition to, or in substitution  for, STAMP,
                     all in accordance with the Securities Exchange Act of 1934,
                     as amended.

<PAGE>

                        EXHIBIT C -- Form of 9.000% Note

                             DELHAIZE AMERICA, INC.

                              9.000% Note due 2031

                           [Global Securities Legend]

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT, AND
ANY  CERTIFICATE  ISSUED IS  REGISTERED  IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER  ENTITY AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO  TRANSFERS IN WHOLE,  BUT
NOT IN PART,  TO NOMINEES OF DTC OR TO A SUCCESSOR  THEREOF OR SUCH  SUCCESSOR'S
NOMINEE  AND  TRANSFERS  OF  PORTIONS  OF THIS  GLOBAL  NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE  WITH THE  RESTRICTIONS  SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.


No.[_______]                                                        US $[______]
                                                             CUSIP No.: [______]
                                                              ISIN No.: [______]

     DELHAIZE AMERICA,  INC., a North Carolina corporation,  for value received,
promises to pay to Cede & Co., or  registered  assigns,  the  principal  sum set
forth above or such other  principal sum on the Schedule  attached hereto (which
shall not exceed U.S.  $[______]) on April 15, 2031, and to pay interest thereon
from  April 19,  2001 or from the most  recent  interest  payment  date to which
interest  has  been  paid or duly  provided  for,  semiannually  on April 15 and
October 15 in each year (each, an "Interest Payment Date"),  commencing  October
15, 2001, at the rate of 9.000% per annum, until the principal hereof is paid or
made available for payment.

<PAGE>

     Interest  shall be computed on the basis of a 360-day year of twelve 30-day
months, with all interest amounts resulting from such calculations to be rounded
to the nearest cent. If any Interest  Payment Date or the maturity date falls on
a day that is not a Business Day, the required payment shall be made on the next
succeeding  Business Day as if it were made on the date such payment was due and
no interest  shall accrue on the amount so payable for the period from and after
such  Interest  Payment Date or the maturity  date,  as the case may be, to such
next  succeeding  Business Day. The interest so payable and  punctually  paid or
duly  provided  for on any  Interest  Payment  Date  will,  as  provided  in the
Indenture,  be paid to the Persons who are  registered  holders of Securities at
the close of business on the regular record date for such interest,  which shall
be April 1 or October 1 (whether  or not a  Business  Day),  as the case may be,
next preceding such Interest  Payment Date (each, a "Regular Record Date").  Any
such interest which is payable, but is not punctually paid or duly provided for,
on any  Interest  Payment  Date  shall  forthwith  cease  to be  payable  to the
registered  Holders  hereof on the  relevant  regular  record  date by virtue of
having been a Holder,  and may be paid to the Persons in whose name the Security
is  registered  at the close of business  on a  subsequent  special  record date
(which  shall be not more  than 15 days and not less  than 10 days  prior to the
date of the proposed payment and not less than 10 days after notification to the
Trustee of the proposed  payment) for the payment of such defaulted  interest to
be fixed by the  Company,  notice  whereof  shall  be  given to the  Holders  of
Securities  of this  series not less than 10 days prior to such  Special  Record
Date,  or may be paid at any time in any other  lawful  manner not  inconsistent
with the requirements of any securities  exchange on which the Securities may be
listed,  and upon such notice as may be required by such  exchange,  all as more
fully provided in the Indenture.

     Payment of the  principal of, any premium,  interest on, or any  Additional
Amounts with respect to, the Securities shall be made at the office or agency of
the  Company and the  Guarantor  maintained  for that  purpose in The Borough of
Manhattan,  The City of New York,  which shall  initially be the Corporate Trust
Office of the Trustee,  in such coin or currency of the United States of America
as at the time of payment  is legal  tender  for  payment of public and  private
debts;  provided,  however,  that,  at the option of the  Company,  payments  in
respect of the Securities  represented by a Global  Security may be made by wire
transfer  of  immediately  available  funds  to the  accounts  specified  by The
Depository Trust Company or such successor U.S. Depository in writing; provided,
further,  that,  payments in respect of a  certificated  Security may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or by wire transfer to an account  maintained by
the Person entitled thereto as specified in the Security Register, provided that
such Person shall have given the Trustee written wire instructions at least five
Business Days prior to the applicable Interest Payment Date.

     Reference  is hereby made to the further  provisions  of this  Security set
forth  on  the  reverse  hereof  (or an  authenticating  agent),  which  further
provisions  shall for all purposes  have the same effect as if set forth at this
place.
<PAGE>

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee  referred to on the reverse  hereof by manual  signature,  this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.



     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed under its corporate seal.



                                               DELHAIZE AMERICA, INC.





                                               By: ____________________________
                                               Name:
                                               Title:



                          CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated  therein referred to
in the within-mentioned Indenture.

Dated:   April 19, 2001                     THE BANK OF NEW YORK, as Trustee

                                            By:_________________________________
                                               Authorized Signatory


<PAGE>


                      [FORM OF REVERSE SIDE OF 9.000% NOTE]

                              9.000% Note due 2031

     Section 1. Indenture.

     The  Securities  are part of a duly  authorized  issue of securities of the
Company (herein called the Securities"), fully and unconditionally guaranteed as
to payment of  principal,  premium,  if any, and  interest by Food Lion,  LLC, a
North Carolina  corporation  (together with each additional person that executes
an indenture supplemental to the Indenture (as hereinafter defined) assuming the
agreements and  obligations of a "Guarantor" in accordance  with Section 16.7 of
the Indenture,  the "Guarantor";  except as otherwise  expressly  specified,  if
there is more than one person that is a Guarantor with respect to the Indenture,
"Guarantor" shall mean each such person and all references to "Guarantor" herein
shall apply equally and  individually to Food Lion, LLC and to each other person
that has become a Guarantor  under the  Indenture),  issued  under an  Indenture
dated as of April 15, 2001, and a First Supplemental  Indenture thereto dated as
of April 19, 2001 (the Indenture and the First Supplemental Indenture,  together
with all indentures supplemental to the Indenture,  the "Indenture"),  among the
Company,  the  Guarantor  and The Bank of New York (the  "Trustee,"  which  term
includes  any  successor  trustee  under the  Indenture).  Terms  defined in the
Indenture  and not defined  herein  have the  meanings  ascribed  thereto in the
Indenture.  The  Securities  are  subject  to all  terms and  provisions  of the
Indenture and  Securityholders  are referred to the Indenture for a statement of
such terms and provisions.

     The Securities are senior  unsecured  obligations of the Company  initially
limited  to  $____________in   aggregate   principal  amount  at  any  one  time
outstanding,  subject to Section 3.6 of the  Indenture.  This Security is one of
the Initial Securities referred to in the Indenture.  The Securities include the
Initial Securities and any Exchange  Securities and Private Exchange  Securities
issued in exchange for Initial Securities.  The Initial Securities, the Exchange
Securities and the Private Exchange  Securities are treated as a single class of
securities under the Indenture.

     Section 2. Redemption.

     (a)  Redemption  at the Option of the Company.  The Company  shall have the
right to redeem this Security,  in whole or in part, at any time or from time to
time, at a Redemption Price equal to the greater of:

          (i) 100% of the principal amount of the Securities being redeemed plus
     accrued and unpaid interest to the Redemption Date; or

<PAGE>

          (ii) the sum of the present values of the remaining scheduled payments
     of  principal  and  interest  on  the  Securities  being  redeemed  on  the
     Redemption  Date (not  including  any  portion of any  payment of  interest
     accrued to the Redemption Date) discounted to the redemption date (assuming
     a 360-day year  consisting of twelve 30-day months) on a semi-annual  basis
     at the  Treasury  Rate,  plus  30  basis  points  for  the  Securities,  as
     determined  by the  Reference  Treasury  Dealer,  plus  accrued  and unpaid
     interest on the on the principal  amount being  redeemed to the  redemption
     date.

     "Comparable  Treasury Issue" means the U.S.  Treasury  security selected by
the Reference  Treasury Dealer as having a maturity  comparable to the remaining
term of  Securities  to be  redeemed  that  would  be  utilized,  at the time of
selection and in accordance with customary  financial  practice,  in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.

     "Comparable Treasury Price" means, with respect to any Redemption Date, (A)
the average of the Reference  Treasury  Dealer  Quotations  for such  Redemption
Date,  after  excluding the highest and lowest such  Reference  Treasury  Dealer
Quotations,  (B) if the Trustee obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such Reference Treasury Dealer Quotations,
or (C) if only  one  Reference  Treasury  Dealer  Quotation  is  received,  such
Quotation.

     "Reference  Treasury  Dealer"  means (A) each of Salomon Smith Barney Inc.,
Chase  Securities Inc. and Deutsche Banc Alex.  Brown Inc. (or their  respective
Affiliates which are Primary Treasury Dealers), and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute  therefor another Primary  Treasury Dealer;  and (B) any
other Primary Treasury Dealer(s) selected by the Company.

     "Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury  Dealer and any  Redemption  Date,  the average,  as  determined by the
Trustee,  of the  bid  and  asked  prices  for  the  Comparable  Treasury  Issue
(expressed  in each case as a  percentage  of its  principal  amount)  quoted in
writing to the Trustee by such Reference  Treasury Dealer at 5:00 p.m. (New York
City time) on the third Business Day preceding such Redemption Date.

     "Treasury  Rate" means,  with respect to any Redemption  Date, the rate per
annum equal to the  semi-annual  equivalent  yield to maturity of the Comparable
Treasury  Issue,  calculated on the third Business Day preceding such Redemption
Date,  assuming  a price  for the  Comparable  Treasury  Issue  (expressed  as a
percentage of its principal  amount) equal to the Comparable  Treasury Price for
such Redemption Date.

     (b)  Redemption  For Tax Reasons.  The provisions of this paragraph and all
references to "Guarantor"  contained in this paragraph  shall apply only to such
persons,  if any,  which become a Guarantor  pursuant to the  Indenture  and are
organized and existing in a jurisdiction outside the United


<PAGE>

States.  In the event that as a result of any change in, or  amendments  to, any
laws (or any regulations or rulings promulgated  thereunder) of the jurisdiction
in which the  Guarantor is organized  (or any  political  subdivision  or taxing
authority in such jurisdiction), or any change in, or amendments to, an official
position  regarding the application or interpretation of such laws,  regulations
or  rulings,  which  change or  amendment  is  announced  or  becomes  effective
thereunder  after April 11,  2001,  the  Guarantor  has become or,  based upon a
written opinion of independent  counsel  selected by the Guarantor,  will become
obligated to pay, with respect to the Securities,  any Additional  Amounts,  the
Guarantor  may  redeem,  in  accordance  with the  procedures  set  forth in the
Indenture, all, but not less than all, of the Securities at any time on not less
than 30 days  nor  more  than 60  days'  prior  notice  to the  Holders  of such
Securities at a Redemption  Price equal to 100% of the principal amount thereof,
together with accrued interest thereon,  if any, to the Redemption Date (subject
to the rights of Holders or record on the relevant  Regular  Record Date that is
prior to the  Redemption  Date to  receive  interest  on the  relevant  Interest
Payment Date).

     (c) Notice of  redemption  will be mailed by  first-class  mail at least 30
days but not more than 60 days  before  the  redemption  date to each  Holder of
Securities  to be  redeemed  at his or her  registered  address.  Securities  in
denominations larger than $1,000 of principal amount may be redeemed in part but
only in whole multiples of $1,000 of principal  amount.  If money  sufficient to
pay the  redemption  price of and  accrued and unpaid  interest,  if any, on all
Securities  (or  portions  thereof)  to be redeemed  on the  Redemption  Date is
deposited with the Trustee or a Paying Agent on or before the  Redemption  Date,
on and after such date  interest  ceases to accrue on such  Securities  (or such
portions thereof) called for redemption.

     Section 3. Sinking Fund.

     The Securities are not subject to any sinking fund.

     Section 4. Denominations; Transfer; Exchange.

     The Securities are in registered form without coupons in  denominations  of
$1,000  and whole  multiples  of  $1,000.  A Holder  may  transfer  or  exchange
Securities in accordance with the Indenture.  Upon any transfer or exchange, the
Security Registrar and the Trustee may require a Holder,  among other things, to
furnish  appropriate  endorsements  or transfer  documents  and to pay any taxes
required by law or permitted by the  Indenture.  No service charge shall be made
for any such  registration of transfer or exchange,  but the Company may require
payment  of a sum  sufficient  to  cover  any tax or other  governmental  charge
payable in connection  therewith,  other than in certain  cases  provided in the
Indenture.  The Security Registrar need not register the transfer of or exchange
any Securities  selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or to transfer
or  exchange  any  Securities  for a period of 15 days prior to the mailing of a
notice of redemption of Securities to be redeemed.

<PAGE>

     Section 5. Paying Agent and Security Registrar.

     Initially, the Trustee will act as Paying Agent and Security Registrar. The
Company may appoint and change any Paying Agent or Security Registrar.

     Section 6. Persons Deemed Owners.

     The  registered  Holder of this  Security may be treated as the owner of it
for all  purposes  whether or not this  Security  is overdue  regardless  of any
notice to the contrary.

     Section 7. Unclaimed Money.

     If money for the payment of principal or interest remains unclaimed for two
years,  the  Trustee or Paying  Agent shall pay the money back to the Company at
its written request, unless an abandoned property law designates another Person.
After any such  payment,  Holders  entitled  to the money  must look only to the
Company and not to the Trustee for payment.

     Section 8. Discharge and Defeasance.

     The Indenture contains provisions whereby (i) the Company and the Guarantor
may be discharged from their obligations with respect to the Securities (subject
to certain  exceptions)  or (ii) the Company and the  Guarantor  may be released
from  their  obligations  under  specified   covenants  and  agreements  in  the
Indenture,  in each case if the Company or the  Guarantor  irrevocably  deposits
with the Trustee money or Government  Obligations,  or a combination thereof, in
an amount  sufficient,  without  consideration of any  reinvestment,  to pay and
discharge  the  entire  indebtedness  on all  Securities  of  this  series,  and
satisfies certain other conditions, all as more fully provided in the Indenture.

     Section 9. Amendment; Waiver.

     The Indenture contains  provisions  permitting,  with certain exceptions as
therein  provided,  the amendment thereof and the modification of the rights and
obligations of the Company or the Guarantor and the rights of the Holders of the
Securities of each series issued under the Indenture at any time by the Company,
the  Guarantor  and the Trustee  with the written  consent of the Holders of not
less than a majority in aggregate principal amount of the Securities at the time
Outstanding  of each  series  affected  thereby.  The  Indenture  also  contains
provisions   permitting  the  Holders  of  specified  percentages  in  aggregate
principal  amount of the  Securities of any series at the time  Outstanding,  on
behalf of the Holders of all Securities of such series,  to waive  compliance by
the Company or the  Guarantor  with  certain  provisions  of the  Indenture  and
certain past  defaults  under the  Indenture  and their  consequences.  Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon  such  Holder  and upon all  future  Holders  of this  Security  and of any
Securities issued upon

<PAGE>

the  registration of transfer  hereof or in exchange  herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

     Section 10. Defaults and Remedies.

     If an Event of Default  with respect to the  Securities  shall occur and be
continuing,  the principal of the  Securities may be declared due and payable in
the manner and with the effect provided in the Indenture.

     Section 11. Abbreviations.

     The following  abbreviations  when used in the  inscription  on the face of
this  instrument  shall be  construed  as though  they were  written out in full
according to applicable laws or regulations:

TEN COM  --    as tenants in common
TEN ENT  --    as tenants by the entireties
JT TEN   --    as joint tenants with rights of survivorship and not as tenants
               in common

UNIF GIFT MIN ACT   --             ____________________________________________
                                                     (Minor)
                  Custodian        ____________________________________________
                                                     (Cust)
Under Uniform Gifts to Minors Act  ____________________________________________
                                                     (State)

Additional abbreviations may also be used though not in the above list.

     Section 12. Governing Law.

     This Security  shall be governed by and  construed in  accordance  with the
laws of the  State of New York  applicable  to  agreements  made or  instruments
entered  into and,  in each case,  performed  in such State,  without  regard to
conflicts of law principles thereof.

     Section 13. CUSIP and ISIN Numbers.

     The  Company  has  caused  CUSIP  and ISIN  numbers  to be  printed  on the
Securities and has directed the Trustee to use CUSIP and ISIN numbers in notices
of redemption as a convenience to Holders.  No  representation is made as to the
accuracy of such numbers  either as printed on the Securities or as contained in
any  notice  of  redemption  and  reliance  may be  placed  only  on  the  other
identification numbers placed thereon.

<PAGE>

     Section 14. Holders' Compliance with Registration Rights Agreement.

     Each Holder of this Security, by acceptance hereof, acknowledges and agrees
to the  provisions of the  Registration  Rights  Agreement,  including,  without
limitation,  the  obligations of the Holders with respect to a registration  and
the  indemnification of the Company to the extent provided therein. In the event
of a conflict  between the terms of this  Security and the  Registration  Rights
Agreement, the terms of the Registration Rights Agreement shall control.

     The Company will furnish to any Holder of Securities  upon written  request
and  without  charge to the Holder a copy of the  Indenture  which has in it the
text of this Security.


<PAGE>


                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                    OR REGISTRATION OF TRANSFER OF SECURITIES

This  certificate  relates to $_________  principal amount of Securities held in
(check   applicable   space)   _____book-entry   or   _____definitive   form  by
___________________(the "Transferor").

The Transferor (check one box below):

[_]  has  requested  the Trustee by written order to deliver in exchange for its
     beneficial  interest in the Global  Security held by the U.S.  Depository a
     Security  or  Securities  in  definitive,  registered  form  of  authorized
     denominations  and an aggregate  principal  amount equal to its  beneficial
     interest in such Global Security (or the portion thereof indicated above);

[_]  has  requested  the Trustee by written  order to  exchange or register  the
     transfer of a Security or Securities. --

     In connection with any transfer of any of the Securities  evidenced by this
certificate  occurring prior to the expiration of the period referred to in Rule
144(k) of the  Securities  Act of 1933 and such later  date,  if any,  as may be
required by applicable  law, the  undersigned  confirms that such Securities are
being transferred in accordance with its terms:

CHECK ONE BOX BELOW

     (1)  [_]  to the Company; or


     (2)  [_]  pursuant  to  an  effective   registration  statement  under  the
               Securities Act of 1933; or --

     (3)  [_]  inside the United States to a "qualified institutional buyer" (as
               defined  in Rule 144A  under  the  Securities  Act of 1933)  that
               purchases  for its own  account or for the account of a qualified
               institutional  buyer to whom  notice is given  that such  resale,
               pledge or  transfer  is being made in reliance on Rule 144A under
               the Securities Act of 1933, in each case in reliance on Rule 144A
               under the Securities Act of 1933; or

     (4)  [_]  outside the United States in an offshore  transaction  within the
               meaning  and   consistent   with  the  terms  and  conditions  of
               Regulation S under the Securities Act of 1933 in compliance  with
               Rule  903 or 904  under  the  Securities  Act of  1933  and  such
               Security shall be held immediately after the transfer through
<PAGE>

               Euroclear or  Clearstream  until the expiration of the Restricted
               Period (as defined in the Indenture); or

     (5)  [_]  pursuant to another available  exemption from registration  under
               the Securities Act of 1933.

     Unless one of the boxes is checked, the Trustee will refuse to register any
of the Securities  evidenced by this certificate in the name of any Person other
than the registered holder thereof; provided, however, that if box (4) or (5) is
checked, the Trustee may require,  prior to registering any such transfer of the
Securities,  such legal opinions,  certifications  and other  information as the
Company has  reasonably  requested to confirm  that such  transfer is being made
pursuant  to an  exemption  from,  or  in a  transaction  not  subject  to,  the
registration requirements of the Securities Act of 1933.

     The Company and the Trustee are  entitled to rely on this  certificate  and
are irrevocably  authorized to produce this  certificate or a copy hereof to any
interested party in any  administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

Dated:________________________       ___________________________________________
                                               Signature of Transferor

Signature Guarantee:

Dated:________________________       ___________________________________________
                                           Signature of Signature Guarantee

Signature must be guaranteed by an "eligible guarantor  institution" meeting the
requirements  of  the  Trustee,   which   requirements   include  membership  or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other  "signature  guarantee  program"  as may be  determined  by the Trustee in
addition  to,  or in  substitution  for,  STAMP,  all  in  accordance  with  the
Securities Exchange Act of 1934, as amended.

                          ---------------------------

              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Security
for its own  account  or an account  with  respect  to which it  exercises  sole
investment  discretion  and  that  it  and  any  such  account  is a  "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933,  and is aware that the sale to it is being made in  reliance  on Rule 144A
and acknowledges that it has received such information  regarding the Company as
the  undersigned  has requested  pursuant to Rule 144A or has  determined not to
request such information and that it is aware that the transferor is


<PAGE>

relying upon the undersigned's  foregoing  representations in order to claim the
exemption from registration provided by Rule 144A.

Dated:________________________   _______________________________________________
                                 NOTICE:  To be executed by an executive officer

<PAGE>


           SCHEDULE OF CHANGES IN PRINCIPAL AMOUNT OF GLOBAL SECURITY


The following  changes in the principal amount of this Global Security have been
made:


<TABLE>
<CAPTION>
                                                                                               Signature of
                        Amount of decrease                              Principal Amount of    authorized
                        in Principal Amount    Amount of increase in    this Global Security   signatory of
                        of this Global         Principal Amount of      following such         Trustee or
Date of Exchange        Security               this Global Security     decrease or increase   Securities Custodian
----------------        -------------------    --------------------     --------------------   --------------------
<S>                     <C>                    <C>                      <C>                    <C>
</TABLE>

<PAGE>



                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

For value received, the undersigned registered holder hereby sell(s),  assign(s)
and transfer(s) this Security and all rights thereunder to

--------------------------------------------------------------------------------
           (Print or type assignee's name, address and zip code)

--------------------------------------------------------------------------------
            (Insert assignee's Social Security or tax I.D. No.)

and irrevocably appoint ________________________________agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.

Date: _____________________Your Signature: _____________________________________
                                           Sign exactly as your name appears on
                                           the other side of this Security.

Signature Guarantee:
                     ___________________________________________________________
                     Signatures  must be  guaranteed  by an "eligible  guarantor
                     institution" meeting the requirements of the Trustee, which
                     requirements  include  membership or  participation  in the
                     Security Transfer Agent Medallion Program ("STAMP") or such
                     other "signature guarantee program" as may be determined by
                     the Trustee in addition to, or in substitution  for, STAMP,
                     all in accordance with the Securities Exchange Act of 1934,
                     as amended.