Exhibit 10B
                                                   EXECUTION COPY

                      EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT, made as of this 7th day of April,
1999  (the  "Effective Date"), between FOOD LION, INC.,  a  North
Carolina  corporation  with its principal place  of  business  in
Salisbury,  North  Carolina  (the  "Company"),  and  R.   WILLIAM
McCANLESS,  an  individual residing at  244  Confederate  Avenue,
Salisbury, North Carolina  28144 ("Mr. McCanless"),

                      W I T N E S S E T H:

      WHEREAS, Mr. McCanless is currently employed by the Company
as its President and Chief Executive Officer;

      WHEREAS,  the Board of Directors of the Company  recognizes
that  it  is  in  the  best  interests of  the  Company  and  its
shareholders to retain capable and experienced executive officers
such as Mr. McCanless;

       WHEREAS,  the  Board  of  Directors  recognizes  that  Mr.
McCanless  has made substantial contributions to the  growth  and
success  of the Company and desires to provide for the continuing
employment  of  Mr.  McCanless and  to  encourage  the  continued
dedication and attention of Mr. McCanless to the Company;

      WHEREAS, Mr. McCanless is willing to continue to serve  the
Company; and

      WHEREAS, the Company and Mr. McCanless desire to enter into
this Employment Agreement.

      NOW,  THEREFORE, in consideration of the premises, and  the
mutual agreements herein contained, the Company and Mr. McCanless
hereby agree as follows:

     1.   Continue to Employ.  The Company hereby agrees to continue
to  employ Mr. McCanless as President and Chief Executive Officer
of  the  Company for the Term of Employment as herein set  forth,
and  Mr. McCanless hereby agrees to continue to serve the Company
as President and Chief Executive Officer for such term.

     2.    Term of Employment.  The "Term of Employment," as used
herein,  will  commence  on the date hereof  and,  unless  sooner
terminated as hereinafter provided, shall terminate on the  fifth
(5th) anniversary of such date; provided, however, that the  Term
of  Employment  shall  automatically be extended  for  additional
periods of one (1) year each on the terms and conditions provided
herein unless either party shall give written notice to the other
party  no  less than one hundred eighty (180) days prior  to  the
expiration of the applicable Term of Employment.

     3.   Employment During the Term.  During the Term of Employment,
Mr.  McCanless  shall devote his full professional  time  to  the
business  of the Company, shall use his best efforts  to  promote
the  interests  of the Company and shall serve as  President  and
Chief  Executive Officer of the Company and in such other  senior
executive  capacities as the Board of Directors  of  the  Company
shall hereafter designate from time to time.

     4.    Vacation.  Mr. McCanless shall be entitled  to  annual
vacations in accordance with the vacation policy and practices of
the Company.

     5.   Compensation.

     (a)  Base Salary.  As compensation for Mr. McCanless's services
hereunder and for his covenants set forth in Sections 10, 11  and
12  below,  the Company shall pay to Mr. McCanless a base  salary
which  shall not be less than Six Hundred Fifty Thousand  Dollars
($650,000)  per  annum; provided, however, such amount  shall  be
increased  from  time to time by the Board of  Directors  of  the
Company  to  assure that the compensation paid to  Mr.  McCanless
under  this Employment Agreement remains competitive with amounts
paid  to  other chief executive officers in the large supermarket
chain industry and reflects the performance of Mr. McCanless  and
the financial performance of the Company.  In no event shall such
annual review result in any reduction in base salary provided  in
this Employment Agreement.  Such compensation shall be payable in
accordance  with  the Company's payroll practices  for  executive
employees.

     (b)  Bonus Plans.  Mr. McCanless annually shall be eligible to
receive up to forty-five percent (45%) of his base salary in  the
form  of  a  bonus  under  the  Company's  Key  Executive  Annual
Incentive Bonus Plan, as it shall be administered by the Board of
Directors of the Company and the relevant committees thereof.  In
addition, Mr. McCanless shall be eligible to participate  in  the
Company's stock option plans and other compensation plans of  the
Company,  as they shall be administered by the Board of Directors
of   the  Company  and  the  relevant  committees  thereof.   Mr.
McCanless  shall not be eligible to participate in the  Company's
Annual Incentive Bonus Plan.

     (c)  Deferral Arrangement.

        (i)  Right to Defer.  Mr. McCanless may elect to defer some or
all  of  his bonus compensation and up to fifty percent (50%)  of
his  base  salary  payable  to him pursuant  to  this  Employment
Agreement.    Any  deferral  of  bonus  compensation   shall   be
irrevocable  and  must be requested by Mr. McCanless  in  writing
prior  to  the  start  of the fiscal year  to  which  such  bonus
relates.   Any  deferral of base salary shall be irrevocable  and
must  be requested by Mr. McCanless in writing prior to the start
of the fiscal year to which such salary relates.  Any deferral of
base  compensation  or bonus compensation for  fiscal  year  1999
shall  be made in accordance with procedures established  by  the
Company.   An election for a given fiscal year shall be deemed  a
continuing  election for each subsequent fiscal  year,  unless  a
subsequent  written  election to  defer  (or  not  to  defer)  is
provided  to the Company by Mr. McCanless prior to the  start  of
such fiscal year.

        (ii) Bookkeeping Account and Grantor Trust.  Any amounts deferred
by  Mr.  McCanless  hereunder will be credited to  a  bookkeeping
account  established on the books and records of the Company  for
the  purpose  of  accounting  for the  amounts  deferred  by  Mr.
McCanless.  In addition, the Company will maintain in a separate,
irrevocable grantor trust established by the Company an amount in
cash  equal  to  the  amounts  deferred  by  Mr.  McCanless.   In
connection  with the deferral election, Mr. McCanless shall  have
the  right  to  specify the investments in which his  bookkeeping
account  shall be deemed invested; provided, however, the Company
shall  be  under  no obligation to purchase any such  investments
chosen  by  Mr.  McCanless.  Mr. McCanless's bookkeeping  account
shall be credited to reflect all income, gains and losses of such
deemed investments.  The parties hereto agree that, to the extent
that any investment vehicle that Mr. McCanless selects results in
a  loss  to  the bookkeeping account, the Company  will  have  no
obligation to compensate Mr. McCanless for such loss or  to  make
any compensatory adjustment to the bookkeeping account to make up
for  such loss.  Notwithstanding the foregoing, at no time  shall
Mr. McCanless's rights to any amounts deferred under this Section
5(c)(ii) be greater than those of general unsecured creditors  of
the Company.

        (iii)Distribution.  The timing of the payment of all amounts
deferred  by  Mr.  McCanless shall be specified  in  his  initial
deferral  election  and may not be subsequently  changed  by  Mr.
McCanless  without the prior written approval  of  the  Board  of
Directors.   The initial deferral may specify a lump sum  payment
of  up to five (5) annual installment payments to be paid out  in
their entirety by no later than the sixth anniversary of the Date
of  Termination  (as  defined below);  provided,  however,  that,
notwithstanding  Mr. McCanless's deferral election,  all  amounts
will be paid to Mr. McCanless within thirty (30) days following a
termination of this Employment Agreement for any reason specified
in Sections 7(c) or 7(e).

     (a)  Jump Start Options.  As of the Effective Date, the Company
shall  grant to Mr. McCanless options to purchase 600,000  shares
of  Class  A  Common  Stock  of the Company  on  such  terms  and
conditions  set  forth in the underlying stock option  agreement,
provided  that,  the terms shall not be inconsistent  with  those
provided in this Employment Agreement (the "Jump Start Options").
The  Jump  Start  Options  shall have a term  commencing  on  the
Effective  Date and ending on April 7, 2009 (the "Option  Term").
If the closing price per share of the Class A Common Stock of the
Company  (as  reported  on the Nasdaq National  Market  or  other
nationally-recognized securities market or exchange on which such
shares  are  traded)  is  $20  or  greater  for  forty-five  (45)
consecutive  trading days ending on or prior to the  third  (3rd)
anniversary  of the Effective Date and Mr. McCanless is  employed
as  the  President and Chief Executive Officer of the Company  on
such  date,  the Jump Start Options shall vest and be exercisable
on  such date and remain exercisable until April 7, 2009.  If the
Jump  Start Options have not vested on or prior to April 7, 2002,
the   Jump  Start  Options  shall  automatically  vest   and   be
exercisable on April 7, 2006, provided that Mr. McCanless remains
employed  as  the President and Chief Executive  Officer  of  the
Company on such date.  The exercise price per share for the  Jump
Start  Options  shall be $8.875 (which is the closing  price  per
share  of Class A Common Stock as reported on the Nasdaq National
Market  on  the Effective Date).  At the end of the Option  Term,
all  unexercised Jump Start Options shall terminate and cease  to
be exercisable.

     1.   Benefits.  Mr. McCanless shall be entitled to participate in
all   health,  accident,  disability,  medical,  life  and  other
insurance  programs  and  other benefit  and  compensation  plans
maintained by the Company for the benefit of Mr. McCanless and/or
other  executive employees of the Company in accordance with  the
Company's  policies.  In addition, the Company shall maintain  in
full  force  and  effect  on the life of  Mr.  McCanless  a  life
insurance  policy  subject to a split dollar arrangement  in  the
face  amount  of  three and one-half (3.5) times Mr.  McCanless's
base salary if his death occurs prior to his retirement (provided
his  retirement is on terms consistent with the terms of the life
insurance  policy and any split dollar arrangements  between  Mr.
McCanless  and the Company relating thereto ) and two  (2)  times
Mr.  McCanless's last base salary if his death occurs  after  any
such retirement.  Mr. McCanless shall be the owner of such policy
with the authority to designate the beneficiary thereof.

     2.   Termination.  Termination of Mr. McCanless's employment
under  any of the following circumstances shall not constitute  a
breach of this Employment Agreement:

     (a)  Death.  Termination upon the death of Mr. McCanless.

     (b)  Cause.  Termination by the Company for "Cause" as described
in this Section 7(b).  For purposes of this Employment Agreement,
"Cause"  shall mean (i) willful failure (other than by reason  of
incapacity  due  to physical or mental illness)  to  perform  his
material  duties hereunder and his inability or unwillingness  to
correct  such  failure within thirty (30) days after  receipt  of
written  notice, (ii) conviction of Mr. McCanless of a felony  or
plea of guilty or no contest to a felony or (iii) perpetration of
a  material  dishonest act or fraud against the  Company  or  any
affiliate thereof.  The definition of "Cause" expressly  excludes
any  mistake  of fact or judgment made by Mr. McCanless  in  good
faith with respect to the Company's business.

     (c)  Good Reason.  Termination by Mr. McCanless for "Good Reason"
as  described  in  this  Section  7(c).   For  purposes  of  this
Employment  Agreement, "Good Reason" shall mean  (i)  a  material
diminution of the professional responsibilities of Mr. McCanless,
(ii)  assignment of inappropriate duties to Mr. McCanless,  (iii)
failure  of the Company to comply with compensation and  benefits
obligations to Mr. McCanless, (iv) transfer of Mr. McCanless more
than  50  miles from Salisbury, North Carolina, (v)  a  purported
termination  of  this Employment Agreement by the  Company  other
than  in accordance with the terms hereof or (vi) failure of  the
Company  to  require any successor to the Company to  assume  and
comply  with  this  Employment Agreement.  For purposes  of  this
Employment  Agreement,  a determination  in  good  faith  by  Mr.
McCanless of "Good Reason" shall be conclusive.

       An  election by Mr. McCanless to terminate his  employment
under   this  Section  7(c)  shall  not  be  deemed  a  voluntary
termination  of  employment by Mr. McCanless for the  purpose  of
this Employment Agreement or any plan, arrangement or program  of
the Company.

     (d)  Disability.  Termination by the Company or Mr. McCanless
upon  Disability  of Mr. McCanless.  For the termination  by  the
Company  to  be valid, (i) the Company must first give forty-five
(45) days' written Notice of Termination, as defined below (which
may occur before or after the end of the 180-day period specified
in  the  definition of Disability below), and (ii) Mr.  McCanless
shall  not  have  returned  to  the  performance  of  his  duties
hereunder  on a full-time basis during such 180-day period.   For
purposes  of this Employment Agreement, "Disability"  shall  mean
Mr. McCanless's absence from continuous full-time employment with
the  Company  for  a period of at least 180 consecutive  days  by
reason  of a mental or physical illness.  The Company shall  have
the right to have Mr. McCanless examined at such reasonable times
by  such  physicians satisfactory to Mr. McCanless as the Company
may  designate, and Mr. McCanless will make himself available for
and submit to such examination as and when requested.  Except  as
otherwise  provided in this Section 7(d), the  inability  of  Mr.
McCanless  to perform his duties hereunder, whether by reason  of
injury,  illness  (physical or mental)  or  otherwise  shall  not
result   in   the  termination  of  Mr.  McCanless's   employment
hereunder,  and he shall be entitled to continue to  receive  his
base salary and other benefits as provided herein.

     (e)  Without Cause.  Termination by the Company without Cause.

     (f)  Date and Notice of Termination.  Any termination of Mr.
McCanless's employment by the Company or by Mr. McCanless  (other
than  termination  pursuant  to  Section  7(a)  above)  shall  be
communicated by written Notice of Termination to the other  party
hereto.  For purposes of this Employment Agreement, a "Notice  of
Termination"  shall  mean  a  notice  which  shall  indicate  the
specific  termination  provision  in  this  Employment  Agreement
relied  upon and shall set forth in reasonable detail  the  facts
and  circumstances claimed to provide a basis for termination  of
Mr. McCanless's employment under the provision so indicated.

      "Date  of  Termination" shall mean (i) if  Mr.  McCanless's
employment is terminated by his death, the date of his death, and
(ii)  if Mr. McCanless's employment is terminated pursuant  to  a
Notice  of  Termination,  the date specified  in  the  Notice  of
Termination; provided that, if within thirty (30) days after  any
Notice of Termination is given the party receiving such Notice of
Termination  notifies  the  other party  that  a  dispute  exists
concerning the termination, the Date of Termination shall be  the
date  which  is finally determined to be the Date of Termination,
either  by mutual written agreement of the parties, by a  binding
and  final  arbitration award, or by a final judgment, order,  or
decree  of a court of competent jurisdiction (the time for appeal
therefrom having expired and no appeal having been perfected).

      8.  Effect of Termination.  In the event of termination  of
employment  as  described in Section 7 hereof, the Company  shall
compensate Mr. McCanless as follows:

      (a)      Death.         If  Mr. McCanless's  employment  is
terminated  as  a  result of his death, as specified  in  Section
7(a),  the  Company  shall  pay Mr. McCanless's  beneficiary  the
benefit  called for under his Salary Continuation Agreement  with
the  Company.   Mr.  McCanless's  beneficiary  shall  accept  the
payment  provided for in this Section 8(a) in full discharge  and
release of the Company of and from any further obligations  under
this  Employment  Agreement, except for any  other  benefits  due
under  any  applicable plan or policy of the  Company  (including
life  insurance  policies  and  pension  or  similar  plans),  as
determined under the provisions of such plans or policies.

     (b)  Disability.  If Mr. McCanless's employment is terminated by
the  Company  or Mr. McCanless as a result of his  disability  as
specified  in  Section  7(d), then  the  Company  shall  pay  Mr.
McCanless  his  full compensation until the Date of  Termination.
Within  thirty (30) days after the termination of his employment,
the  Company shall pay Mr. McCanless a lump sum payment equal  to
fifty  percent  (50%) of the present value  of  the  future  base
salary payable to Mr. McCanless during the remainder of his  Term
of  Employment under this Employment Agreement or for a period of
two  (2) years, whichever is longer.  Such lump sum amount  shall
be  calculated  by using a discount rate equal to the  applicable
Federal  rate  that  is  in effect on  the  date  of  payment  as
determined under Section 1274(d) of the Internal Revenue Code  of
1986 (the "Code") and the regulations thereunder, and by assuming
that  Mr.  McCanless's annual salary in effect  on  the  Date  of
Termination  would  continue for the remainder  of  the  Term  of
Employment,  or  for  a  period of two (2)  years,  whichever  is
longer.   This  payment shall be in addition to any payments  Mr.
McCanless  shall  be  entitled to receive  under  any  applicable
disability insurance policies maintained by the Company  for  Mr.
McCanless.

     (c)  Cause.   If Mr. McCanless's employment is terminated for any
reason  specified  in Section 7(b) hereof, the Company  shall  no
longer  be  obligated  to  make any  payments  to  Mr.  McCanless
pursuant to this Employment Agreement, except for the full amount
of  his base salary and all compensation earned prior to the Date
of  Termination  and  payments pursuant to  plans,  programs,  or
arrangements, as determined under the provisions of such plans or
policies.

     (d)  Good Reason or Without Cause.

         (i)  If Mr. McCanless's employment is terminated by  Mr.
McCanless for Good Reason as specified in Section 7(c) hereof, or
if  his employment is terminated by the Company without Cause  as
specified  in  Section  7(e):  (A)  the  Company  shall  pay  Mr.
McCanless   the  full  amount  of  his  base  salary  and   other
compensation earned prior to the Date of Termination; and (B) the
Company  shall pay Mr. McCanless, within thirty (30)  days  after
the  Date of Termination, a lump sum payment equal to the present
value  of three (3) (or the number of years left in the  Term  of
this  Agreement, whichever is greater) times his  current  annual
base salary.  Such lump sum amount shall be calculated by using a
discount  rate equal to the applicable Federal rate  that  is  in
effect on the date of payment as determined under Section 1274(d)
of the Code and the regulations thereunder.

         (ii)  If prior to a Change in Control of the Company (as
defined below), Mr. McCanless's employment is terminated  by  Mr.
McCanless  for Good Reason or by the Company without  Cause,  the
Company shall maintain in full force and effect for the continued
benefit  of Mr. McCanless and his eligible dependents  for  three
(3)  years  after the Date of Termination (or for the  number  of
years  remaining  in  the  Term of this Agreement,  whichever  is
greater),  employee  fringe benefit plans and  programs  such  as
medical, dental, health and life insurance in which Mr. McCanless
was  entitled  to participate immediately prior to  the  Date  of
Termination,  if  Mr.  McCanless's  continued  participation   is
permitted  under the general terms and provisions of  such  plans
and  programs  and  applicable law, but  not  including  the  Key
Executive  Annual Incentive Bonus Plan, the Wellness Bonus  Plan,
the  Profit Sharing Plan and the Profit Sharing Restoration  Plan
and any other bonus, retirement or similar compensation plan.

      (iii)   If (A) Mr. McCanless's employment is terminated  by
the Company without Cause in contemplation of a Change in Control
of  the  Company  within six (6) months prior to such  Change  in
Control  or (B) Mr. McCanless's employment is terminated  by  the
Company without Cause or by Mr. McCanless with Good Reason within
one  (1)  year following a Change in Control of the Company,  the
Company  shall  pay  Mr.  McCanless the compensation  and  fringe
benefits  set  forth  in  clauses (i)  and  (ii)  above,  and  in
addition,  for three (3) years following the Date of  Termination
(or  for  the  number  of years remaining in  the  Term  of  this
Agreement, whichever is greater), Mr. McCanless shall be paid  an
annual amount equal to the amounts, if any, which would have been
payable  to  him  under the Key Executive Annual Incentive  Bonus
Plan,  the Wellness Bonus Plan, the Profit Sharing Plan  and  the
Profit Sharing Restoration Plan (or such other plans in which Mr.
McCanless  was  entitled  to  participate  as  of  the  Date   of
Termination)  assuming  Mr. McCanless had remained  employed  for
such  three (3) year (or greater) period and received  an  annual
salary at the rate in effect on his Date of Termination.

      For  purposes of this Employment Agreement,  "a  Change  in
Control  of  the  Company" shall mean a change in  control  of  a
nature that would be required to be reported in response to  Item
6(e)  of  Schedule  14A of Regulation 14A promulgated  under  the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
provided  that,  without limitation, a Change in Control  of  the
Company shall be deemed to have occurred if:

          (A)  an acquisition (other than directly from the Company) by a
     Person (as defined below) (excluding the Company or an employee
     benefit plan of the Company or an entity controlled  by  the
     Company's shareholders) results in the aggregate number of shares
     of the Company's voting securities beneficially owned by any
     other Person to exceed the number of shares of the Company's
     voting  securities beneficially owned, in the aggregate,  by
     Etablissements Delhaize Freres et Cie "Le Lion" S.A. ("Delhaize")
     and Delhaize The Lion America, Inc.;

          (B)  at any time during the term of this Employment Agreement
     there is a change in the composition of the Board of Directors of
     the  Company resulting in a majority of the directors of the
     Company who are in office on the date hereof ("Incumbent Company
     Directors") no longer constituting a majority of the directors of
     the Company; provided that, in making such determination, persons
     who are elected to serve as directors of the Company and who are
     approved by all of the directors in office on the date of such
     election (other than in connection with an actual or threatened
     proxy contest) shall be treated as Incumbent Company Directors;

          (C)  consummation of a complete liquidation or dissolution of the
     Company  or  a  merger, consolidation  or  sale  of  all  or
     substantially  all of the Company's assets (collectively,  a
     "Business Combination") other than a Business Combination in
     which  all  or  substantially all of the holders  of  voting
     securities of the Company receive fifty percent (50%) or more of
     the voting securities of the company or entity resulting from the
     Business Combination ("Resulting Company"), at least a majority
     of  the board of directors of the resulting corporation were
     Incumbent Company Directors, and after which no person or entity
     beneficially owns twenty percent (20%) ("Beneficial Ownership
     Threshold") or more of the voting securities of the Resulting
     Company, who did not beneficially own such stock immediately
     before the Business Combination; or

          (D)  occurrence of any of the events described in Section
     8(d)(iii)(B) or (C) to Delhaize or the acquisition by any Person
     of more than thirty percent (30%) of the voting securities of
     Delhaize.  Notwithstanding any other provision of this paragraph,
     for  purposes of the definition of "Change in Control of the
     Company," a change in control of Delhaize shall not constitute a
     Change in Control of the Company unless it involves an event
     contemplated by this Section 8(d)(iii)(D).  With respect  to
     Section 8(d)(iii)(C) as it applies to Delhaize under this Section
     8(d)(iii)(D), the Beneficial Ownership Threshold  shall be thirty
     percent (30%).

For  the purpose of this paragraph, the term "beneficially owned"
shall  have the meaning set forth in Rule 13d-3 promulgated under
the  Exchange Act, the term "Person" shall have the  meaning  set
forth  in Sections 3(a)(2) and 13(d)(3) of the Exchange  Act  and
the term "voting securities" shall have the meaning set forth  in
Rule 12b-2 under the Exchange Act.

     9.   Business Expenses.  The Company agrees that during the Term
of  Employment,  the  Company will reimburse  Mr.  McCanless  for
actual   travel  and  other  out-of-pocket  expenses   reasonably
incurred by him in connection with the performance of his  duties
hereunder  and accounted for in accordance with the policies  and
procedures currently established by the Company.

     10.  No Competing Employment.  Mr. McCanless agrees that, during
the  Term  of Employment and for a period of two (2) years  after
the  Date  of  Termination ("Restricted Period"),  he  will  not,
without the written consent of the Board of Directors, engage  in
any  retail  or  wholesale  grocery business  which  is  directly
competitive  with  the business of the Company or  any  affiliate
thereof  in  any  geographic area in which  the  Company  or  any
affiliate  operates  on the Date of Termination.   Mr.  McCanless
understands and agrees that a portion of the amounts paid to  him
under  Section 5(a) hereof is in consideration for his  covenants
set forth in Sections 10, 11, and 12.

     11.  No Solicitation.  Mr. McCanless agrees that, during the
Restricted Period, he will not, without the prior written consent
of  the  Board  of Directors, directly or indirectly  solicit  or
recruit any employee or independent contractor of the Company for
the  purpose  of  being  employed by Mr. McCanless,  directly  or
indirectly, or any other person or entity on behalf of which  Mr.
McCanless  is  acting  as an agent, representative  or  employee.
Notwithstanding  the  above,  if Mr.  McCanless's  employment  is
terminated for any reason specified in Section 7 hereof prior  to
the  first  anniversary of the date on which a Change in  Control
(as defined above) occurred, the covenants of Sections 10 and  11
shall not be applicable.

     12.  Confidentiality.  Mr. McCanless agrees that, during the Term
of  Employment  and  thereafter, he will not, without  the  prior
written  consent of the Company, disclose to anyone not  entitled
thereto,  any confidential information relating to the  business,
sales,  financial condition, or products of the  Company  or  any
affiliate   thereof.    Mr.   McCanless   also   recognizes   and
acknowledges that he has a common law obligation not to  disclose
trade  secrets and other proprietary information of the  Company.
Mr.  McCanless  further agrees that, should he leave  the  active
service  of  the  Company, he will not take with him  or  retain,
without the written authorization of the Board of Directors,  any
papers,  files,  or other documents or copies  thereof  or  other
confidential  information of any kind belonging  to  the  Company
pertaining  to  its  business,  sales,  financial  condition,  or
products.   Mr. McCanless understands and agrees that the  rights
and  obligations set forth in this Section 12 are perpetual  and,
in any case, shall extend beyond the Restricted Period.

     13.  Injunctive Relief.  Without limiting the remedies available
to  the Company, Mr. McCanless acknowledges that a breach of  the
covenants  contained in Sections 10, 11 and 12 herein may  result
in  material irreparable injury to the Company for which there is
no  adequate  remedy  at law, that it will  not  be  possible  to
measure  damages  for such injuries precisely and  that,  in  the
event  of  such a breach or threat thereof, the Company shall  be
entitled to obtain a temporary restraining order or a preliminary
injunction  restraining Mr. McCanless from engaging in activities
prohibited by Sections 10, 11 and 12 or such other relief as  may
be  required to specifically enforce any of the covenants in such
Sections.

     14.   Indemnification.  The Company shall indemnify and hold
harmless  Mr.  McCanless  to the fullest extent  permitted  under
North Carolina law, including, without limitation, the provisions
of  Part  5  (or  any successor provision) of the North  Carolina
Business  Corporation Act, from and against all  losses,  claims,
damages,  liabilities,  costs  and expenses  (including,  without
limitation, attorneys' fees), which may, at any time, be suffered
by Mr. McCanless as a result of the fact that Mr. McCanless is or
was  an  officer  of  the Company, or is or was  serving  at  the
request  of  the Company as an officer, employee or agent  of  an
affiliate of the Company.  The expenses incurred by Mr. McCanless
in  any  proceeding  shall be paid promptly  by  the  Company  in
advance of the final disposition of any proceeding at the written
request  of  Mr. McCanless to the fullest extent permitted  under
North  Carolina  law.   The  indemnification  provision  of  this
Section  14 shall survive the termination or expiration  of  this
Employment Agreement.

     15.  Gross-Up Payment.  In the event that any payments to which
Mr.  McCanless  becomes entitled under this Employment  Agreement
(the  "Agreement  Payments") will be  subject  to  the  tax  (the
"Excise Tax") imposed by Section 4999 of the Code (or any similar
tax  that may hereafter be imposed), the Company shall pay to Mr.
McCanless at the time specified below, an additional amount  (the
"Gross-Up  Payment")  such that the net amount  retained  by  Mr.
McCanless (taking into account the Total Payments (as hereinafter
defined) and the Gross-Up Payment), after deduction of any Excise
Tax on the Total Payments and any federal, state and local income
tax and Excise Tax upon the Gross-Up Payment provided for by this
Section 15, but before deduction for any federal, state or  local
income  tax  on the Total Payments, shall be equal to the  "Total
Payments," as defined below.  Except as otherwise provided below,
the  Gross-Up  Payment or portion thereof provided  for  in  this
Section 15 shall be paid not later than the thirtieth (30th)  day
following  payment of any amounts under the Employment  Agreement
that  will be subject to the Excise Tax; provided, however,  that
if  the amount of such Gross-Up Payment or portion thereof cannot
be  finally  determined on or before such day, the Company  shall
pay  on such day an estimate, as determined in good faith by  the
Company, of the minimum amount of such payments and shall pay the
remainder  of such payments (together with interest at  the  rate
provided  in  Section 1274(b)(2)(B) of the Code) as soon  as  the
amount thereof can be determined, but in no event later than  the
forty-fifth  (45th) day after payment of any  amounts  under  the
Employment Agreement that will be subject to the Excise Tax.   In
the  event that the amount of the estimated payments exceeds  the
amount  subsequently  determined to have been  due,  such  excess
shall  constitute a loan by the Company to Mr. McCanless, payable
on the fifth (5th) day after demand by the Company (together with
interest  at  the rate provided in Section 1274(b)(2)(B)  of  the
Code).

      For  purposes  of determining whether any of the  Agreement
Payments will be subject to the Excise Tax and the amount of such
Excise  Tax, (i) any other payments, accruals, vestings or  other
compensatory benefits received or to be received by Mr. McCanless
in  connection  with a Change in Control of the  Company  or  the
termination  of Mr. McCanless's employment (whether  pursuant  to
the  terms  of this Agreement or any other plan, arrangement,  or
agreement with the Company, any person whose actions result in  a
Change  in  Control of the Company or any person affiliated  with
the  Company  or such person (which, together with the  Agreement
Payments, shall constitute the "Total Payments") shall be treated
as  "parachute payments" within the meaning of Section 280G(b)(2)
of  the  Code,  and  all "excess parachute payments"  within  the
meaning  of  Section 280G(b)(1) of the Code shall be  treated  as
subject  to the Excise Tax, unless, in the opinion of tax counsel
selected  by  the  Company's  independent  auditors,  such  other
payments  or benefits (in whole or in part) represent  reasonable
compensation for services actually rendered within the meaning of
Section  280G(b)(4)  of the Code in excess  of  the  base  amount
within  the  meaning of Section 280G(b)(3) of  the  Code  or  are
otherwise not subject to the Excise Tax, (ii) the amount  of  the
Total  Payments which shall be treated as subject to  the  Excise
Tax  shall be equal to the lesser of (a) the total amount of  the
Total  Payments  and (b) the amount of excess parachute  payments
within  the  meaning  of Section 280G(b)(1) of  the  Code  (after
applying  clause (i) above), and (iii) the value of any  non-cash
benefits  or any deferred payment or benefit shall be  determined
by  the  Company's  independent auditors in accordance  with  the
principles of Sections 280G(d)(3) and (4) of the Code.

      For  purposes  of determining the amount  of  the  Gross-Up
Payment,  Mr.  McCanless shall be deemed to  pay  federal  income
taxes at the highest marginal rate of federal income taxation for
the calendar year in which the Gross-Up Payment is to be made and
the  applicable  state  and local income  taxes  at  the  highest
marginal  rate  of taxation for the calendar year  in  which  the
Gross-Up  Payment is to be made, net of the maximum reduction  in
federal  income taxes which could be obtained from  deduction  of
such  state and local taxes. In the event that the Excise Tax  is
subsequently  determined to be less than the  amount  taken  into
account  hereunder at the time the Gross-Up Payment is made,  Mr.
McCanless shall repay to the Company, at the time that the amount
of  such  reduction  in  Excise Tax is  finally  determined,  the
portion  of  the Gross-Up Payment attributable to such  reduction
(plus  the  portion of the Gross-Up Payment attributable  to  the
Excise Tax and federal, state and local income tax imposed on the
portion  of the Gross-Up Payment being repaid) if such  repayment
results in a reduction in Excise Tax and/or a federal, state, and
local  income tax deduction, plus interest on the amount of  such
repayment  at the rate provided in Section 1274(b)(2)(B)  of  the
Code.   In the event that the Excise Tax is determined to  exceed
the  amount taken into account hereunder at the time the Gross-Up
Payment  is  made  (including, by  reason  of  any  payment,  the
existence or amount of which cannot be determined at the time  of
the Gross-Up Payment), the Company shall make an additional gross-
up  payment in respect of such excess (plus any interest  payable
with  respect to such excess) at the time that the amount of such
excess is finally determined.

     16.  Vesting.  Upon a Change in Control of the Company or if Mr.
McCanless's  employment is terminated for  reasons  specified  in
Sections  7(a),  7(c), 7(d) or 7(e) hereof,  all  of  the  rights
granted  to Mr. McCanless by the Company to own or acquire  stock
of  the Company (including, without limitation, stock options and
restricted  stock granted under the Company's Stock  Option  Plan
and  including, subject to the last sentence of this Section  16,
the Jump Start Options) shall automatically vest upon the date of
such  Change  in  Control  or Date of Termination,  respectively,
without  the  need for further action or consent by the  Company;
provided,  however, that (assuming no occurrence of a  Change  in
Control) such rights shall not vest if Mr. McCanless's employment
is  terminated for Mr. McCanless's failure to adequately  perform
his  duties hereunder as determined by an affirmative vote of  at
least  seventy  percent (70%) of the Board of  Directors  of  the
Company.   For  purposes of the preceding  sentence,  "Change  in
Control  of  the  Company" shall have the meaning  set  forth  in
Section 8(d)(iii) hereof.  Notwithstanding anything herein to the
contrary, if the Jump Start Options have not vested by  April  7,
2002,  the  Jump  Start Options shall not vest  for  any  reason,
including, without limitation, a Change in Control of the Company
or  a  termination  of  Mr. McCanless's employment  (pursuant  to
Sections  7(a), 7(c), 7(d) or 7(e) hereof or otherwise) prior  to
April 7, 2006.

     17.  Legal Expenses.  The Company shall reimburse Mr. McCanless
for all reasonable legal fees incurred in a successful effort  to
establish  entitlement to compensation and  benefits  under  this
Employment Agreement.

     18.  Mitigation.  The Company recognizes that Mr. McCanless has
no  duty  to mitigate the amounts due to him upon termination  of
this  Employment Agreement, and the obligations  of  the  Company
will not be diminished in the event Mr. McCanless is employed  by
another employer after the termination of his employment with the
Company.

     19.  Successors.  This Employment Agreement shall inure to the
benefit of and be binding upon the Company and its successors and
assigns and upon Mr. McCanless and his legal representatives. The
Company  shall require any successor (whether direct or indirect,
by  purchase,  merger,  consolidation or  otherwise)  to  all  or
substantially  all of the business or assets of  the  Company  to
expressly  assume and agree to perform this Employment  Agreement
in  the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place.

     20.  Amendments.  This Employment Agreement, which contains the
entire contractual understanding between the parties, may not  be
changed  orally but only by a written instrument  signed  by  the
parties hereto.

     21.  Governing Law.  This Employment Agreement shall be governed
by  and  construed in accordance with the laws of  the  State  of
North Carolina.

     22.  Waiver.  The waiver of breach of any term or condition of
this  Employment Agreement shall not be deemed to constitute  the
waiver  of  any  other breach of the same or any  other  term  or
condition.

     23.  Severability.  In the event that any provision or portion of
this  Employment Agreement shall be determined to be  invalid  or
unenforceable  for  any  reason,  the  remaining  provisions  and
portions of this Employment Agreement shall be unaffected thereby
and  shall remain in full force and effect to the fullest  extent
provided by law.

     24.  Notices.  Any notices or other communications required or
permitted hereunder shall be deemed sufficiently given if sent by
registered mail, postage prepaid, as follows:

     (a)     If to Mr. McCanless:

        R. William McCanless
        244 Confederate Avenue
        Salisbury, North Carolina 28144

     (b)     If to the Company:

        Food Lion, Inc.
        Post Office Box 1330
        2110 Executive Drive
        Salisbury, North Carolina 28145-1330
        Attention: Secretary

        with a copy to:

        Bruce S. Mendelsohn
        Akin, Gump, Strauss, Hauer & Feld, L.L.P.
        1333 New Hampshire Avenue, N.W.
        Suite 400
        Washington, D.C.  20036

or  to such other address as shall have been specified in writing
by  either  party to the other.  Any such notice or communication
shall  be  deemed to have been given on the second day (excluding
any  days  U.S.  Post Offices are not open)  after  the  date  so
mailed.

              [The next page is the signature page]




       IN WITNESS WHEREOF, the Company has caused this Employment
Agreement  to  be executed by its duly authorized representative,
and  Mr. McCanless has hereunto set his hand as of the date first
above written.


                                 FOOD LION, INC.


                                 By: \s\ William G. Ferguson
                                       William G. Ferguson
                                       Chairman, Senior Management
                                       Compensation Committee




                                  \s\ R. William McCanless
                                  R. William McCanless