EXECUTION COPY

                2000 SHAREHOLDERS' AGREEMENT


      This 2000 Shareholders' Agreement ("Agreement"), dated
as  of  the 27th day of March, 2000, is among ETABLISSEMENTS
DELHAIZE FRERES ET CIE "LE LION" S.A., a Belgian corporation
("Delhaize"),  DELHAIZE THE LION AMERICA, INC.,  a  Delaware
corporation   and  wholly  owned  subsidiary   of   Delhaize
("Detla"),  and  DELHAIZE AMERICA, INC.,  a  North  Carolina
corporation (the "Company").

                    STATEMENT OF PURPOSE

      Delhaize and Detla (hereinafter collectively  referred
to   as   the   "Shareholders")  own,  in   the   aggregate,
approximately  46.6% percent of the issued  and  outstanding
nonvoting  Class A common stock, par value $.50  per  share,
and 55.6% percent of the issued and outstanding voting Class
B  common  stock, par value $.50 per share, of the  Company.
The  Company recognizes the expertise and experience of  the
Shareholders  in  the retail food business  and  desires  to
ensure  that the Company will continue to benefit from  such
expertise  and experience.  The Company and the Shareholders
recognize the importance of retaining the current management
of  the  Company, and desire that management should continue
to have full responsibility for the day to day management of
the  Company,  subject  to the authority  of  the  Board  of
Directors.  The Shareholders and the Company recognize  that
they  have had a mutually beneficial relationship  of  long-
standing  (in  part  by  reason of the corporate  governance
provisions of certain past agreements among the Shareholders
and  other past and present management shareholders  of  the
Company)   and  believe  that  the  continuation   of   such
relationship on a long-term basis is in the best interest of
the  Company.   The  Shareholders and  the  Company  further
recognize that provision must be made for the nomination  of
independent  and certain other directors.  The  Shareholders
and the Company desire to achieve their purposes by entering
into this Agreement relating to certain corporate governance
matters affecting the Company, including the voting of stock
or other securities of the Company now or hereafter owned by
the Shareholders.

                          AGREEMENT

      l.   Nomination and Election of Directors.  Subject to
the  fiduciary duties of directors under North Carolina  law
or  except  as  the  Board of Directors of  the  Company  by
Special  Vote  (as  defined  in  Section  3  hereof)   shall
otherwise direct:

           (a)  Simultaneously with the consummation of  the
transactions contemplated by that certain Agreement and Plan
of  Merger, dated as of August 17, 1999, by and between  the
Company  and  Hannaford Bros. Co. (the "Merger  Agreement"),
the  Company's Board of Directors shall cause the bylaws  of
the  Company with respect to the Nominating Committee of the
Board of Directors to be consistent with the provisions  set
forth  in this paragraph 1.  Subject to the consummation  of
such   transactions,  the  composition  of  the   Nominating
Committee, the composition of each slate of directors to  be
nominated  and the other responsibilities of the  Nominating
Committee shall be as set forth below:

                (i)   The Nominating Committee shall consist
     of  three  directors,  one  of  whom  shall  have  been
     designated  by the Shareholders, one of whom  shall  be
     the  Chief  Executive Officer of the  Company  (or  his
     designee  from  among  the  members  of  the  Board  of
     Directors of the Company) and one of whom shall  be  an
     independent director;

                (ii) The slate of directors nominated by the
     Nominating  Committee  shall  consist  of  twelve  (12)
     persons,  six (6) of whom shall have been  proposed  by
     the  Chief  Executive Officer of Delhaize  (hereinafter
     the  "Delhaize Designees"), two (2) of whom shall  have
     been  proposed  by the Chief Executive Officer  of  the
     Company (hereinafter the "CEO Designees"), and four (4)
     of whom shall be independent directors;

                (iii)      In  the event that  any  director
     ceases  to  be  a  director of the  Company,  then  the
     Nominating  Committee  shall  nominate  an  appropriate
     person  to  fill  such vacancy, selected  in  the  same
     manner  as  the  director  who ceased  being  director.
     Thus, in the event a Delhaize Designee ceases to  be  a
     director, the vacancy left thereby shall be filled by a
     new  Delhaize  Designee; in the event  a  CEO  Designee
     ceases to be a director, the vacancy left thereby shall
     be  filled by a new CEO Designee; and in the  event  an
     independent  director  ceases to  be  a  director,  the
     vacancy  left  thereby  shall  be  filled  by   a   new
     independent director.

                (iv) The Nominating Committee shall meet  at
     least  once a year to determine the proposed  slate  of
     directors  to  be  submitted to the annual  meeting  of
     shareholders for election.  In addition, it shall  meet
     each  time a meeting of the shareholders is called  for
     the  purpose  of  electing one or more  directors.   It
     shall  also meet within thirty (30) days of  notice  of
     any  vacancy  occurring in the Board  of  Directors  to
     nominate  a  director  to fill such  vacancy.   It  may
     solicit  the  views of shareholders of the Company  for
     suggestions   with   regard  to  possible   independent
     directors.   It  will assess the independence  of  each
     such  candidate (which shall at a minimum require  that
     the  candidate not be currently or previously employed,
     nor  currently paid as a consultant, by the Company  or
     its   affiliates  or  officers  or  by  either  of  the
     Shareholders   or   their  respective   affiliates   or
     officers)  and  will consider any other  potential  for
     conflict of interest of each such candidate.   It  will
     determine    the    appropriate   qualifications    for
     directorship and will evaluate candidates  against  the
     requisite qualifications;

               (v)  The Nominating Committee shall recommend
     its slate of directors or any individual nominee to the
     Board  of  Directors of the Company.  Approval  of  any
     such  nomination(s) by the Board of Directors shall  be
     by  Special  Vote.   In the event  that  the  Board  of
     Directors  fails to approve a slate or  any  individual
     nominee  proposed  by  the  Nominating  Committee,  the
     Nominating  Committee  shall meet  to  propose  another
     slate,  or  nominee, as the case may be, acceptable  to
     the Board of Directors; and

                (vi)  Meetings  of the Nominating  Committee
     shall be held at such place as may from time to time be
     fixed by the Chairman thereof in the Notice of Meeting.
     Any  meeting may be held without notice if all  members
     are  present  or if notice is waived in writing  either
     before or after the meeting by those not present.   Two
     members of the Nominating Committee shall constitute  a
     quorum  and  all decisions of the Nominating  Committee
     shall  require  the affirmative vote of  at  least  two
     members.   The  Nominating Committee  may  take  action
     without a meeting upon unanimous written consent signed
     by  all  members of the Nominating Committee.  Meetings
     of  the  Nominating Committee may be held by  means  of
     conference    telephone   or   similar   communications
     equipment  and  participation in such a  meeting  shall
     constitute presence in person at such meeting.

            (b)    Notwithstanding  any  provision  in  this
paragraph 1 to the contrary, if at any time it is determined
that  the  composition of the Company's Board  of  Directors
does  not comply with applicable corporate governance  rules
contained in Section 3 of the New York Stock Exchange Listed
Company  Manual or similar rules of any national  securities
exchange   or  automated  quotation  system  on  which   the
Company's securities may be listed (the "Requirement"),  the
Nominating  Committee  shall meet to  determine  the  action
necessary to comply with the Requirement and shall recommend
such  action,  including  the nomination  of  an  additional
director  or  additional directors and the  removal  of  any
director  or directors.  The Board of Directors, by  Special
Vote,  shall  take such actions as are necessary  to  comply
with the Requirement, but which to the extent possible shall
be  consistent  with the intentions of the  parties  as  set
forth in this Agreement.

           (c)   In  the event that the Merger Agreement  is
terminated   prior  to  consummation  of  the   transactions
contemplated  thereunder, the Company's Board  of  Directors
shall  amend the bylaws of the Company with respect  to  the
Nominating  Committee  of  the  Board  of  Directors  to  be
consistent  with the provisions set forth in this  paragraph
1,  except that the following provision shall be included in
lieu  of  paragraph 1(a)(ii) above:  "The slate of directors
nominated by the Nominating Committee shall consist  of  ten
(10)  persons, four (4) of whom shall have been proposed  by
the  Chief  Executive Officer of Delhaize  (hereinafter  the
"Delhaize  Designees"),  two (2) of  whom  shall  have  been
proposed  by  the  Chief Executive Officer  of  the  Company
(hereinafter  the  "CEO Designees"), and four  (4)  of  whom
shall be independent directors";

      2.    Voting Agreement.  At each election of directors
of  the  Company, the Shareholders shall vote  their  voting
shares as follows:

               (i)  In the event cumulative voting is not in
     effect  for  such  election,  to  elect  the  slate  of
     directors  proposed  by  the Nominating  Committee  and
     approved by the Board of Directors; and

               (ii) In the event cumulative voting is in effect for such
     election of directors, first, to the extent necessary, to
     elect the Delhaize Designees and thereafter to retain or
     remove any such Delhaize Designees as the Shareholders shall
     direct; second, to the extent possible, to elect the CEO
     Designees and thereafter to retain or remove any such CEO
     Designees as the CEO shall direct; and third, to the extent
     possible, to elect the independent directors nominated by
     the Nominating Committee and thereafter to retain or remove
     any such independent directors as the Nominating Committee
     shall direct.  The Shareholders agree not to participate,
     directly or indirectly, in any effort to cause cumulative
     voting to be in effect for any election of directors of the
     Company.

     3.   Bylaws.

          (a)    During  the  term  of  the  Agreement,  the
     Company's  bylaws  shall  provide  that  the  Board  of
     Directors  may not, without an affirmative vote  of  at
     least 70 percent of the directors ("Special Vote"):

                     (A)   Approve  the  nomination  of  any
     person  or  persons  for  election  to  the  Board   of
     Directors or elect a chief executive officer;

                     (B)   Authorize any contract  involving
     payment  by the Company of cash or property  valued  in
     excess of $500,000, including, without limitation,  the
     purchase,  sale or leasing of property or the incurring
     of  indebtedness, except transactions relating  to  the
     leasing  or  construction  of  stores,  warehouses  and
     related  facilities  or any other  transaction  in  the
     ordinary course of business;

                      (C)    Approve  or  authorize  capital
     expenditures of more than $500,000 in any one  instance
     or  $1,000,000  in  the aggregate in any  fiscal  year,
     except   expenditures  relating  to  the   leasing   or
     construction   of   stores,  warehouses   and   related
     facilities  or  any other transaction in  the  ordinary
     course of business;

                     (D)  Authorize the issuance or sale  of
     stock  or  other  securities  of  the  Company  or  any
     subsidiary  of the Company, or options or warrants  for
     or   obligations  convertible  into   such   stock   or
     securities,  except the issuance of  stock  options  or
     stock  or  both,  as the case may be, pursuant  to  the
     Company's 1996 Employee Stock Incentive Plan (and, upon
     adoption,  the  Company'  2000 Stock  Incentive  Plan),
     Employee   Stock  Purchase  Plan  and  Employee   Stock
     Ownership   Plan  and  other  employee  benefit   plans
     approved by the Board of Directors;

                     (E)   Sell  or otherwise dispose  of  a
     substantial part of the Company's assets other than  in
     the ordinary course of business;

                     (F)  Amend the charter or the bylaws of
     the Company; or

                     (G)   Approve  for  submission  to  the
     shareholders  of  the  Company  for  their  approval  a
     proposal for the amendment of the Company's charter  or
     the merger or consolidation of the Company with or into
     any    other   corporation   or   the   reorganization,
     recapitalization  or  liquidation   of   the   Company;
     provided,  that any Special Vote approving  any  action
     set  forth  in  this paragraph 3(a) may  specify  other
     limitations  which  shall not  be  exceeded  without  a
     further Special Vote.

                 (b)   The  parties  acknowledge  that   the
     provisions of subparagraphs 3(a)(B), (C), (E), (F)  and
     (G)  are  currently  set forth in  the  bylaws  of  the
     Company.   Subparagraphs 3(a)(A) and 3(a)(D)  shall  be
     submitted  to  the shareholders of the Company  at  the
     next annual meeting of the shareholders for approval in
     accordance with the requirements of North Carolina  law
     as  an  amendment to, and restatement  of,  Article  4,
     Sections  6(a) and (d), respectively, of the bylaws  of
     the  Company,  and  shall not be effective  until  such
     approval is granted.  The Shareholders shall vote  each
     share of common stock of the Company beneficially owned
     by  them in favor of such approval.  Until such time as
     such  amendment  and  restatement  of  the  bylaws   is
     approved  by  the  requisite shareholder  vote  of  the
     Company, the current provisions of such sections in the
     bylaws shall remain in full force and effect.

      4.    Term.  This Agreement shall be effective  for  a
term  commencing  on the date hereof and  ending  April  30,
2007;  provided that this Agreement shall terminate  in  the
event  that the Shareholders' aggregate ownership of  voting
shares  of the Company shall be reduced to less than 10%  of
the aggregate outstanding voting shares of the Company.

      5.    Binding Nature.  This Agreement shall be binding
upon and shall inure to the benefit of the Company, Delhaize
and  Detla and their respective successors and assigns until
the expiration of the term of this Agreement.  Any successor
(whether   direct   or   indirect   by   purchase,   merger,
consolidation or otherwise) to all or substantially  all  of
the business and/or assets of Delhaize, Detla or the Company
shall  expressly assume and agree to perform this  Agreement
in  the  same  manner  and  to  the  same  extent  that  the
respective  parties would be required to perform  it  if  no
such succession had taken place.

     6.   Assignment.  Neither this Agreement nor any rights
hereunder may be assigned without the prior written  consent
of  the other parties hereto and prior to any assignment the
assignee must agree in writing to be bound by the terms  and
conditions of this Agreement.

      7.   Governing Law.  This Agreement shall be construed
in  accordance with the laws of the State of North  Carolina
applicable  to  contracts made and to be performed  entirely
within such state.

       8.    Amendment.   This  Agreement  may  be  amended,
modified, superseded, cancelled, renewed or extended only by
a  written instrument executed by the parties hereto and, in
the  case of the Company, approved by a Special Vote of  its
Board of Directors.

      9.    Notices.   Any  notice  or  communication  given
pursuant  hereto by any of the parties hereto to  the  other
parties  shall  be  in writing and personally  delivered  or
mailed  by  registered or certified mail or  by  telegraphic
means as follows:

                    If to Delhaize:

                         Etablissements Delhaize
                         Freres et Cie "Le Lion" S.A.
                         rue Osseghem, 53
                         1080 Brussels, Belgium

                    With a copy to:

                         Carl H. Amon III, Esq.
                         White & Case
                         1155 Avenue of the Americas
                         New York, New York 10036

                    If to Detla:

                         Delhaize The Lion America, Inc.
                         Suite 2160
                         Atlanta Plaza
                         950 East Pace Ferry Road
                         Atlanta, Georgia 30326

                    With a copy to:

                         Carl H. Amon III, Esq.
                         White & Case
                         1155 Avenue of the Americas
                         New York, New York 10036

                    If to the Company:

                         Delhaize America, Inc.
                         Post Office Box 1330
                         Salisbury, North Carolina 28145-1330

                    With a copy to:

                         Richard L. Wyatt, Jr.
                         Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                         1333 New Hampshire Ave., N.W.
                         Suite 400
                         Washington, D.C. 20036

or  to such other address as hereafter shall be furnished in
writing by any Shareholder to the other Shareholders.

      10.  Entire Agreement.  This Agreement sets forth  the
entire  understanding and agreement among the parties hereto
with respect to the subject matter hereof and supersedes all
prior  agreements, arrangements and understandings,  written
or  oral,  relating to the subject matter hereof,  including
but  not limited to the 1994 Shareholders' Agreement,  dated
as  of September 15, 1994, by and among Delhaize, Detla, and
the  Company, which 1994 Shareholders' Agreement  is  hereby
terminated.

       11.    No  Employment.   Nothing  contained  in  this
Agreement  shall  be construed to constitute  an  employment
agreement with regard to any person.

      12.   Headings.   The headings in  the  Agreement  are
solely  for convenience of reference and shall be  given  no
effect  in  the  construction  or  interpretation  of   this
Agreement.

      13.  Severability.  If any provision of this Agreement
is  held by a court of competent jurisdiction to be invalid,
void  or unenforceable, the balance of this Agreement  shall
remain  in  full force and effect and shall  in  no  way  be
affected, impaired or invalidated thereby.

      14.   Counterparts.  This Agreement  may  be  executed
simultaneously in two or more counterparts,  each  of  which
shall  be deemed an original, but all of such together shall
constitute one and the same instrument.

            [The next page is the signature page]

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of  the  date
first above written.

                         ETABLISSEMENTS DELHAIZE FRERES
                              ET CIE "LE LION" S.A.



                         By: Gui de Vaucleroy



                         By: Pierre-Olivier Beckers


                         DELHAIZE THE LION AMERICA, INC.



                         By: Pierre-Olivier Beckers
                         Its:

                         DELHAIZE AMERICA, INC.



                         By: R.William McCanless
                         Its: