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Exhibit 4.1

DELHAIZE AMERICA, INC.

AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN

(Effective as of May 23, 2002)





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DELHAIZE AMERICA, INC.

AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN

(Effective as of May 23, 2002)



|1. |  | Purpose.
|-- |  | --------

The purpose of this Plan is to provide an incentive to the employees,
individuals who have accepted an offer of employment, officers, consultants and
eligible directors of Delhaize America, Inc., a North Carolina corporation (the
Company), its Subsidiaries and Parent and thereby encourage them to devote
their abilities and industry to the success of the Companys business
enterprise. It is intended that this purpose be achieved by extending to
employees, individuals who have accepted an offer of employment, officers,
consultants and directors of the Company, its Subsidiaries, or Parent an added
long-term incentive for high levels of performance and unusual efforts through
the grant of Incentive Stock Options, Nonqualified Stock Options and Restricted
Stock (as each term is herein defined). Effective as of April 25, 2001, all
Shares subject to outstanding and future Awards and Options under the Plan were
converted to American Depositary Shares of Parent as evidenced by American
Depositary Receipts. The Plan is further amended and restated as of May 23,
2002.



|2. |  | Definitions.
|-- |  | ------------

For purposes of the Plan:

2.1. Agreement means the written agreement between the Company and an
Optionee or Grantee evidencing the grant of an Option or Award and setting
forth the terms and conditions thereof.

2.2. Award means a grant of Restricted Stock.

2.3. Board means the Board of Directors of the Company.

2.4. Change in Capitalization means any increase or reduction in the
number of Shares, or any change (including, but not limited to, a change in
value) in the Shares or exchange of Shares for a different number or kind of
shares or other securities of Parent or another corporation, by reason of a
reclassification, recapitalization, merger, consolidation, reorganization,
reincorporation, spin-off, split-up, issuance of warrants or rights or
debentures, stock dividend, stock split or reverse stock split, cash dividend,
property dividend, combination or exchange of shares, repurchase of
shares, change in corporate structure or otherwise.





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2.5. Change in Control means



| | (a) |  | an acquisition or series of acquisitions
(other than directly from Parent) by a Person or a group of
Persons acting in concert (excluding Parent, an employee
benefit plan of Parent or any Subsidiary or an entity
controlled by Parents stockholders) of twenty-five percent
(25%) of the common stock or voting securities of Parent;                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | at any time during the term of this Plan
there is a change in the composition of the Parent Board
resulting in a majority of the directors who are in office
on the date hereof (Incumbent Directors) no longer
constituting a majority of the directors of Parent; provided
that, in making such determination, persons who are elected
to serve as directors of Parent and who are proposed by all
of the directors in office who are present or represented at
the meeting at which such proposal is voted on (other than
in connection with an actual or threatened proxy contest)
shall be treated as Incumbent Directors;                                                                                                                       
|
| | (c) |  | consummation of a merger, consolidation or
sale of all or substantially all of Parents assets (in each
case, a Business Combination) other than a Business
Combination in which all or substantially all of the holders
of voting securities of Parent receive sixty percent (60%)
or more of the voting securities of the company or entity
resulting from the Business Combination (Resulting
Company), of which at least a majority of the board of
directors of the Resulting Company were Incumbent Directors,
and after which no person or entity beneficially owns
twenty-five percent (25%) or more of the voting securities
of the Resulting Company, who did not beneficially own such
stock immediately before the Business Combination;
|
| | (d) |  | stockholder approval of a complete
liquidation or dissolution of Parent, other than in
connection with a transaction described in Section 2.5(c);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (e) |  | a direct or indirect sale or transfer of the
voting securities of the Company following which one or more
persons (other than Parent) beneficially own fifty percent
(50%) or more of the voting power of the Company; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (f) |  | a sale of all or substantially all of the
Companys assets or the liquidation or dissolution of the
Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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Notwithstanding the foregoing, provisions (e) and (f) of this definition
shall not apply to any Optionee or Grantee hereunder who is not either an
employee or partially paid by the Company unless the Committee shall determine
otherwise.

2.6. Code means the Internal Revenue Code of 1986, as amended.

2.7. Committee means the Board or a committee authorized by the Board
from time to time to administer the Plan and to perform the functions set forth
herein.

2.8. Company means Delhaize America, Inc.

2.9. Director means a director of the Company.

2.10. Disability means:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) in the case of an Optionee or Grantee whose employment with the
Company or a Subsidiary is subject to the terms of an employment
agreement between such Optionee or Grantee and the Company or
Subsidiary, which employment agreement includes a definition of
Disability, the term Disability as used in this Plan or any
Agreement shall have the meaning set forth in such employment agreement
during the period that such employment agreement remains in effect; and



| |                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) in all other cases, the term Disability as used in this Plan
or any Agreement shall mean a physical or mental infirmity which impairs
the Optionees or Grantees ability to perform substantially his or her
duties for a period of one hundred eighty (180) consecutive days.

2.11. Division means any of the operating units or divisions of the
Company designated as a Division by the Committee.

2.12. EBITDA means earnings before interest, taxes, depreciation and
amortization.

2.13. Eligible Director means a director of the Company who is not an
employee of the Company or any Subsidiary.

2.14. Eligible Individual means any director (other than an Eligible
Director), officer, employee of the Company, the Parent (or any subsidiary of
the Parent) or a Subsidiary, or any individual who has accepted an offer of
employment from the Company, the Parent (or any subsidiary of the Parent) or a
Subsidiary, or any consultant of the Company, the Parent (or any subsidiary of
the Parent) or a Subsidiary, designated

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by the Committee as eligible to receive Options or Awards subject to the
conditions set forth herein; provided, however, that with respect to Incentive
Stock Options, only employees of the Company, the Parent and any Subsidiary
shall be Eligible Individuals.

2.15. Exchange Act means the Securities Exchange Act of 1934, as
amended.

2.16. Fair Market Value on any date means the closing sales price of the
Shares on such date on the principal national securities exchange on which such
Shares are listed or admitted to trading, or, if such Shares are not so listed
or admitted to trading, the average of the per Share closing bid price and per
Share closing asked price on such date as quoted on the National Association of
Securities Dealers Automated Quotation System or such other market in which
such prices are regularly quoted, or, if there have been no published bid or
asked quotations with respect to Shares on such date, the Fair Market Value
shall be the value established by the Board in good faith and, in the case of
an Incentive Stock Option, in accordance with Section 422 of the Code.

2.17. Grantee means a person to whom an Award has been granted under the
Plan.

2.18. Incentive Stock Option means an Option satisfying the requirements
of Section 422 of the Code and designated by the Committee as an Incentive
Stock Option.

2.19. Nonqualified Stock Option means an Option that is not an Incentive
Stock Option.

2.20. Option means a Nonqualified Stock Option or an Incentive Stock
Option or either or both of them.

2.21. Optionee means a person to whom an Option has been granted under
the Plan.

2.22. Parent means any corporation that is a parent corporation (within
the meaning of Section 424(e) of the Code) with respect to the Company, and as
of the Effective Date, specifically means Etablissements Delhaize Frères et Cie
Le Lion S.A., a company organized under the laws of the Kingdom of Belgium,
or any successor thereto.

2.23. Parent Board means the Board of Directors of Parent.

2.24. Performance Cycle means the time period specified by the Committee
at the time a performance-based Award is granted during which the performance
of the Company, a Subsidiary or a Division will be measured.

2.25. Performance Objectives has the meaning set forth in Section 6.4(b)
hereof.

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2.26. Plan means the Delhaize America, Inc. Amended 2000 Stock Incentive
Plan, as amended and restated from time to time.

2.27. Reload Option means an Option that may be granted when an Optionee
pays all or a portion of the purchase price and withholding taxes of an Option
with previously owned Shares.

2.28. Restricted Stock means Shares issued or transferred to an Eligible
Individual or Eligible Director pursuant to Section 6 hereof.

2.29. Shares means the American Depositary Shares of Parent, as
evidenced by American Depositary Receipts.

2.30. Subsidiary means any corporation that is a subsidiary corporation
(within the meaning of Section 424(f) of the Code) with respect to the Company,
including any limited liability company that is disregarded for Federal tax
purposes or treated as a corporate subsidiary under the Code.

2.31. Taxable Event means any event in connection with the receipt of
Shares or cash hereunder with respect to which an Optionee or Grantee
recognizes taxable income.

2.32. Ten-Percent Stockholder means an Eligible Individual, who, at the
time an Incentive Stock Option is to be granted to him or her, owns (within the
meaning of Section 422(b)(6) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company, or Parent or a Subsidiary.

2.33. Withholding Taxes means the employers minimum statutory
withholding (based on minimum statutory withholding rates for federal and state
tax purposes, including payroll taxes, that are applicable to a Taxable Event).

3. Administration.

3.1. The entire Board may comprise the Committee or the Board may delegate
administration of the Plan to a Committee or Committees designated by it. The
term Committee shall apply to any person or persons to whom such authority
has been delegated. Furthermore, unless one or more Committees have been
designated by the Board, any reference to the Committee in the Plan shall mean
the Board. If administration is delegated to a Committee, the Committee shall
have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board, including the power to delegate to a subcommittee any
of the administrative powers the Committee is authorized to exercise (and
references in this Plan to the Board shall thereafter be to the Committee or
subcommittee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board

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may abolish the Committee at any time and reassume the administration of
the Plan. No
member of the Committee shall be liable for any action, failure to act,
determination or interpretation made in good faith with respect to this Plan or
any transaction hereunder, except for liability arising from his or her own
willful misfeasance, gross negligence or reckless disregard of his or her
duties. The Company hereby agrees to indemnify each member of the Committee
for all costs and expenses and, to the extent permitted by applicable law, any
liability incurred in connection with defending against, responding to,
negotiating for the settlement of or otherwise dealing with any claim, cause of
action or dispute of any kind arising in connection with any actions in
administering this Plan or in authorizing or denying authorization to any
transaction hereunder.

3.2. Subject to the express terms and conditions set forth herein, the
Committee shall have the power from time to time to:



| |                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) determine those Eligible Individuals and Eligible Directors to
whom Options shall be granted under the Plan and the number of such
Options to be granted and to prescribe the terms and conditions (which
need not be identical) of each such Option, including the purchase price
per Share subject to each Option, and make any amendment or modification
to any Option Agreement consistent with the terms of the Plan;



| |                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) select those Eligible Individuals and Eligible Directors to
whom Awards shall be granted under the Plan and determine the number of
Shares to be granted pursuant thereto, determine the terms and
conditions of each Award including the restrictions or Performance
Objectives relating to Shares, and to make any amendment or modification
to any Agreement consistent with the terms of the Plan;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) construe and interpret the Plan, Options and Awards granted
hereunder and to establish, amend and revoke rules and regulations for
the administration of the Plan, including, but not limited to,
correcting any defect or supplying any omission, or reconciling any
inconsistency in the Plan or in any Agreement, in the manner and to the
extent it shall deem necessary or advisable so that the Plan complies
with applicable law the Code to the extent applicable, and otherwise to
make the Plan fully effective. All decisions and determinations by the
Committee in good faith in the exercise of this power shall be final,
binding and conclusive upon the Company, its Subsidiaries, the Optionees
and Grantees, and all other persons having any interest therein;



| |                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) determine the duration and purposes for leaves of absence which
may be granted to an Optionee or Grantee on an individual basis without
constituting a termination of employment or service for purposes of the
Plan;



| |                                                                                                          
| | ---------------------------------------------------------------------------------------------------------
| | (e) exercise its discretion with respect to the powers and rights
granted to it as set forth in the Plan;

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| |                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) except to the extent prohibited by applicable law or the
applicable rules of a stock exchange, the Committee may allocate all or
any part of its responsibilities and powers to any one or more of its
members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it, which allocation or
delegation may be revoked by the Committee at any time; and



| |                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) generally, to exercise such powers and to perform such acts as
are deemed necessary or advisable to promote the best interests of the
Company with respect to the Plan.

4. Stock Subject to the Plan.

4.1. An aggregate of 5,000,000 Shares may be issued pursuant to Incentive
Stock Options granted under this Plan, (i) minus, as of April 25, 2001, the
number of Shares that have been issued pursuant to Incentive Stock Options
under the Plan or are covered by outstanding Incentive Stock Options but that
have not been issued as of April 25, 2001, (ii) plus the number of Shares that
are covered by outstanding Options and Awards as of the Amendment Date and that
are forfeited or cancelled whether such Options or Awards were granted under
this Plan, the 1996 Employee Stock Incentive Plan of Food Lion, Inc. (the 1996
Plan), or any of the stock incentive plans of Hannaford Bros. Co. prior to
July 30, 2000 (the 1996 Plan and the plans of Hannaford Bros. Co. being
referred to hereafter as the Prior Plans).

In the event of a Change in Capitalization, the Board or Committee shall
conclusively determine the appropriate adjustments, if any, to (i) the maximum
number of Shares which may be granted pursuant to Incentive Stock Options, (ii)
the number of Shares or other stock or securities which are subject to
outstanding Options or Awards and the purchase price therefor, if applicable,
and (iii) the Performance Objectives.

In connection with the grant of an Incentive Stock Option, the number of
Shares available for grant under the Plan that may be subject to Incentive
Stock Options shall be reduced by the number of Shares in respect of which the
Incentive Stock Option is granted.

4.2. Effective as of May 23, 2002, or such later date or dates as decided
by the Board, certain Options granted under the Plan shall be assumed by Parent
and transferred to the Delhaize Group 2002 Stock Incentive Plan, subject to
Optionee approval of such assumption and transfer. Such transferred Options
shall no longer be exercisable under this Plan.

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5. Option Grants.

5.1. Authority of Committee. Subject to the provisions of the Plan, the
Committee, or the persons to whom authority has been delegated under Paragraph
(f) of Section 3.2 hereof, shall have full and final authority to select those
Eligible Individuals and Eligible Directors who will receive Options, and the
terms and conditions that shall be set forth in the applicable Agreements.
Some terms and conditions that may, but are not required to be included are: a
provision allowing the issuance of a Reload Option and a provision providing
acceleration of exercisability under certain conditions as may be determined by
the Committee. Other terms and conditions not inconsistent with this Plan may
be included in Agreements in the discretion of the Committee.

5.2. Purchase Price. The purchase price or the manner in which the
purchase price is to be determined for Shares under each Option shall be
determined by the Committee and set forth in the Agreement; provided, however,
that the purchase price per Share under each Incentive Stock Option shall not
be less than 100% of the Fair Market Value of a Share on the date the Option is
granted (110% in the case of an Incentive Stock Option granted to a Ten-Percent
Stockholder).

5.3. Maximum Duration. Options granted hereunder shall be for such term
as the Committee shall determine, provided that an Incentive Stock Option shall
not be exercisable after the expiration of ten (10) years from the date it is
granted (five (5) years in the case of an Incentive Stock Option granted to a
Ten-Percent Stockholder) and a Nonqualified Stock Option shall not be
exercisable after the expiration of ten (10) years from the date it is granted.
The Committee may, subsequent to the granting of any Option, extend the term
thereof, but in no event shall the term as so extended exceed the maximum term
provided for in the preceding sentence.

5.4. Vesting. Each Option shall become exercisable in such installments
(which need not be equal) and at such times as may be designated by the
Committee and set forth in the Agreement. To the extent not exercised,
installments shall accumulate and be exercisable, in whole or in part, at any
time after becoming exercisable, but not later than the date the Option
expires. The Committee may accelerate the exercisability of any Option or
portion thereof at any time.

5.5. Modification. No modification of an Option shall adversely alter or
impair any rights or obligations under the Option without the Optionees
consent.

5.6. Non-Transferability. Unless set forth in the Agreement evidencing
the Option (other than an Incentive Stock Option) at the time of grant or at
any time thereafter, an Option granted hereunder shall not be transferable by
the Optionee to whom granted except by will or the laws of descent and
distribution or pursuant to a domestic relations order, and an Option may be
exercised during the lifetime of such Optionee only by the Optionee or his or
her guardian or legal representative. The terms of such Option shall be final,
binding and conclusive upon the beneficiaries, executors, administrators, heirs
and successors of the Optionee.

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5.7. Method of Exercise. The exercise of an Option shall be made only by
a written notice delivered in person or by mail to the Secretary of the Company
at the
Companys principal executive office, specifying the number of Shares to
be purchased and accompanied by payment therefor and otherwise in accordance
with the Agreement pursuant to which the Option was granted. The purchase
price for any Shares purchased pursuant to the exercise of an Option shall be
paid, as determined by the Committee in its discretion, in either of the
following forms (or any combination thereof): (i) cash or (ii) the transfer or
attestation of Shares that have been held at least six months to the Company
upon such terms and conditions as determined by the Committee. In addition,
Options may be exercised through a registered broker-dealer pursuant to such
cashless exercise procedures (other than Share withholding) which are, from
time to time, deemed acceptable by the Committee, and the Committee may
authorize that the purchase price payable upon exercise of an Option may be
paid by having Shares withheld that otherwise would be acquired upon such
exercise. Any Shares transferred to the Company (or withheld upon exercise) as
payment of the purchase price under an Option shall be valued at their Fair
Market Value on the date of exercise of such Option. The value of the number
of Shares that may be withheld for the payment of taxes may not be in excess of
the minimum withholding requirements. At the Companys request, the Optionee
shall deliver the Agreement evidencing the Option to the Secretary of the
Company who shall endorse thereon a notation of such exercise and return such
Agreement to the Optionee. No fractional Shares (or cash in lieu thereof)
shall be issued upon exercise of an Option and the number of Shares that may be
purchased upon exercise shall be rounded to the nearest number of whole Shares.
The Committee, in its discretion, may also permit simultaneous sale of Shares
upon exercise through a broker-dealer.

5.8. Rights of Optionees. An Optionee shall not be deemed for any purpose
to be the owner of any Shares subject to any Option unless and until (i) the
Option shall have been exercised pursuant to the terms thereof and (ii) the
Company shall have delivered Shares to the Optionee. Thereupon, the Optionee
shall have voting, dividend and other ownership rights with respect to such
Shares, subject to such terms and conditions as may be set forth in the
applicable Agreement and further subject to the terms and conditions of any
deposit agreement between Parent and its depositary.

5.9. Incentive Stock Options. An Option shall be treated as an Incentive
Stock Option only to the extent that the aggregate Fair Market Value
(determined at the time the Option is granted) of the Shares with respect to
which all Incentive Stock Options held by an Optionee (under the Plan and all
other plans of the Company or its Parent or any Subsidiary), become exercisable
for the first time during any calendar year does not exceed $100,000. This
limitation shall be applied by taking Options into account in the order in
which they were granted. To the extent this limitation is exceeded, an Option
shall be treated as a Nonqualified Stock Option regardless of its designation
as an Incentive Stock Option.

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6. Restricted Stock.

6.1. Grant. The Committee may grant Awards to Eligible Individuals and
Eligible Directors, which shall be evidenced by an Agreement between the
Company and the Grantee. Each Agreement shall contain such restrictions, terms and
conditions as the Committee may, in its discretion, determine and (without
limiting the generality of the foregoing) such Agreements may require that an
appropriate legend be placed on Share certificates. Awards shall be subject to
the terms and provisions set forth below in this Section 6.

6.2. Rights of Grantee. Shares of Restricted Stock granted pursuant
hereunder shall be recorded in the name of the Grantee as soon as reasonably
practicable after the Award is granted provided that the Grantee has executed
an Agreement evidencing the Award and any other documents which the Committee
may require as a condition to the issuance of such Shares. If a Grantee shall
fail to execute the Agreement evidencing an Award or any other documents which
the Committee may require within the time period prescribed by the Committee at
the time the Award is granted, the Award shall be null and void. Unless the
Committee determines otherwise and as set forth in the Agreement, the Grantee
shall have no rights of a stockholder with respect to such Shares, including no
right to vote the Shares or receive dividends or other distributions with
respect to the Shares, until the restrictions with respect to such Shares shall
have lapsed in the manner set forth in Section 6.4.

6.3. Non-transferability. Until all restrictions upon the Shares of
Restricted Stock awarded to a Grantee shall have lapsed in the manner set forth
in Section 6.4, such Shares shall not be sold, transferred or otherwise
disposed of and shall not be pledged or otherwise hypothecated, nor shall they
be delivered to the Grantee.

6.4. Lapse of Restrictions.



| |                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Generally. Restrictions upon Shares of Restricted Stock
awarded hereunder shall lapse at such time or times and on such terms
and conditions as the Committee may determine. The Agreement evidencing
the Award shall set forth any such restrictions. The Board may
accelerate the lapse of all or a portion of the restrictions on an Award
at any time.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) Performance Objectives. If the Committee has determined that
the restrictions on Shares of Restricted Stock awarded shall only lapse
in accordance with Performance Objectives, the Performance Objectives
may be expressed in terms of (i) earnings per Share, (ii) Share price,
(iii) pre-tax profits, (iv) net earnings, (v) return on equity or
assets, (vi) revenues, (vii) EBITDA, (viii) market share or market
penetration or (ix) any combination of the foregoing. Performance
Objectives may be in respect of the performance of Parent, the Company
and its Subsidiaries (which may be on a consolidated basis), a

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Subsidiary or a Division. Performance Objectives may be absolute or
relative and may be expressed in terms of a progression within a
specified range. The Performance Objectives with respect to a
Performance Cycle shall be established in writing by the Committee by
the earlier of (i) the date on which a quarter of the Performance Cycle
has elapsed or (ii) the date which is ninety (90) days after the
commencement of the Performance Cycle, and in any event while the
performance relating to the Performance Objectives remain substantially
uncertain. At the time of grant of a performance-base Award, the
Committee may provide for the manner in which the Performance Objectives
will be measured to reflect the impact of specified corporate
transactions, extraordinary events, accounting changes and other similar
events.

6.5. Delivery of Shares. Upon the lapse of the restrictions on Shares of
Restricted Stock, the Committee shall cause a stock certificate to be delivered
to the Grantee with respect to such Shares, free of all restrictions hereunder.

7. Effect of a Termination of Employment.

The Agreement evidencing the grant of each Option and each Award shall set
forth the terms and conditions applicable to such Option or Award upon a
termination or change in the status of the employment of the Optionee or
Grantee by the Company, Parent, a Subsidiary or a Division which shall be as
the Committee may, in its discretion, determine at the time the Option or Award
is granted or thereafter.

8. Adjustment Upon Changes in Capitalization.

8.1. Adjustments to Incentive Stock Options. Any adjustment that may be
made pursuant to Section 4.1 hereof in the Shares or other stock or securities
subject to outstanding Incentive Stock Options upon a Change in Capitalization,
(including any adjustments in the purchase price) shall be made in such manner
as not to constitute a modification as defined by Section 424(h)(3) of the Code
and only to the extent otherwise permitted by Sections 422 and 424 of the Code.

8.2. Terms of Adjusted Options and Awards. If, by reason of a Change in
Capitalization, a Grantee of an Award shall be entitled to, or an Optionee
shall be entitled to exercise an Option with respect to, new, additional or
different shares of stock or securities, such new, additional or different
shares shall thereupon be subject to all of the conditions, restrictions and
performance criteria which were applicable to the Shares subject to the Award
or Option, as the case may be, prior to such Change in Capitalization.

9. Effect of Certain Transactions.

Except as otherwise provided in an Agreement, in the event of (i) the
liquidation or dissolution of the Company or (ii) a merger or consolidation of
the

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Company (a Transaction), the Plan and the Options and Awards issued
hereunder shall continue in effect in accordance with their respective terms,
except that following a Transaction each Optionee and Grantee shall be entitled
to receive in respect of each Share subject to any outstanding Options or
Awards, as the case may be, upon exercise of any Option or payment or transfer
in respect of any Award, the same number and kind of
stock, securities, cash, property or other consideration that each holder
of a Share was entitled to receive in the Transaction in respect of a Share;
provided, however, that such stock, securities, cash, property or other
consideration shall remain subject to all of the conditions, restrictions and
performance criteria which were applicable to the Options and Awards prior to
such Transaction.

10. Termination and Amendment of the Plan.

The Plan shall terminate on the day preceding the tenth anniversary of the
date of its adoption by the Board and no Option or Award may be granted
thereafter. The Board may sooner terminate the Plan, may at any time and from
time to time amend, modify or suspend the Plan, and may amend or modify an
outstanding Option or Award; provided, however, that: (a) no such amendment,
modification, suspension or termination shall impair or adversely alter any
Options or Awards theretofore granted under the Plan, except with the consent
of the Optionee or Grantee, nor shall any amendment, modification, suspension
or termination deprive any Optionee or Grantee of any Shares which he or she
may have acquired through or as a result of the Plan; and (b) to the extent
necessary under applicable law, no amendment shall be effective unless approved
by the stockholders of Parent in accordance with applicable law.

11. Non-Exclusivity of the Plan.

The adoption of the Plan by the Board shall not be construed as amending,
modifying or rescinding any previously approved incentive arrangement or as
creating any limitations on the power of the Board to adopt such other
incentive arrangements as it may deem desirable, including, without limitation,
the granting of stock options otherwise than under the Plan, and such
arrangements may be either applicable generally or only in specific cases.

12. Limitation of Liability.

As illustrative of the limitations of liability of the Company, but not
intended to be exhaustive thereof, nothing in the Plan shall be construed to:



| |                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------
| | (i) give any person any right to be granted an Option
or Award other than at the sole discretion of the
Committee;



| |                                                                                                               
| | --------------------------------------------------------------------------------------------------------------
| | (ii) give any person any rights whatsoever with
respect to Shares except as specifically provided in the
Plan;

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| |                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) limit in any way the right of the Company or any
Subsidiary to terminate the employment of any person at any
time; or                                                                   
|
| | (iv) be evidence of any agreement or understanding,
expressed or implied, that the Company will employ any
person at any particular rate of compensation or for any
particular period of time.

13. Regulations and Other Approvals; Governing Law.

13.1. Except as to matters of United States federal law, the Plan and the
rights of all persons claiming hereunder shall be construed and determined in
accordance with the laws of the State of North Carolina without giving effect
to conflicts of laws principles thereof.

13.2. The obligation of the Company to sell or deliver Shares with respect
to Options and Awards granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.

13.3. The Board may make such changes as may be necessary or appropriate
to comply with the rules and regulations of any government authority, or to
obtain for Eligible Individuals granted Incentive Stock Options the tax
benefits under the applicable provisions of the Code and regulations
promulgated thereunder.

13.4. Each Option and Award is subject to the requirement that, if at any
time the Committee determines, in its discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the grant of an Option or
Award or the issuance of Shares, no Options or Awards shall be granted or
payment made or Shares issued, in whole or in part, unless listing,
registration, qualification, consent or approval has been effected or obtained
free of any conditions as acceptable to the Committee.

13.5. Notwithstanding anything contained in the Plan or any Agreement to
the contrary, in the event that the disposition of Shares acquired pursuant to
the Plan is not covered by a then current registration statement under the
Securities Act of 1933, as amended (the Securities Act), and is not otherwise
exempt from such registration, such Shares shall be restricted against transfer
to the extent required by the Securities Act and Rule 144 or other regulations
thereunder. The Committee may require any individual receiving Shares pursuant
to an Option or Award granted under the Plan, as a condition precedent to
receipt of such Shares, to represent and warrant to the Company in writing

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that
the Shares acquired by such individual are acquired without a view to any
distribution thereof and will not be sold or transferred other than pursuant to
an effective registration thereof under said Act or pursuant to an exemption
applicable under the Securities Act or the rules and regulations promulgated
thereunder. The certificates evidencing any of such
Shares shall be appropriately amended to reflect their status as
restricted securities as aforesaid.

14. Miscellaneous.

14.1. Multiple Agreements. The terms of each Option or Award may differ
from other Options or Awards granted under the Plan at the same time, or at
some other time. The Committee may also grant more than one Option or Award to
a given Eligible Individual or Eligible Director during the term of the Plan,
either in addition to, or in substitution for, one or more Options or Awards
previously granted to that Eligible Individual or Eligible Director.

14.2. Withholding of Taxes.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Upon the occurrence of a Taxable Event, an Optionee or Grantee
shall pay an amount equal to the applicable Withholding Taxes prior to
his or her receipt of any Shares or the payment of any cash due to him
or her as the result of the exercise of any portion of an Option. The
Company shall have the right to deduct from any payment of cash to an
Optionee or Grantee an amount equal to the Withholding Taxes in
satisfaction of the obligation to pay Withholding Taxes. In
satisfaction of the obligation to pay Withholding Taxes to the Company,
the Optionee or Grantee may make a written election, which may be
accepted or rejected in the discretion of the Committee, to have
withheld a portion of the Shares then due to him or her for payment of
Withholding Taxes, but not in excess of such individuals required
withholding obligation.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) If (i) the purchase of Shares pursuant to the exercise of an
Incentive Stock Option or (ii) an Optionees disposition (within the
meaning of Section 424(c) of the Code and the regulations promulgated
thereunder) of any such Shares within the two-year period commencing on
the day after the date of the grant or within the one-year period
commencing on the day after the date of transfer of such Shares to the
Optionee pursuant to such exercise, becomes a Taxable Event that
requires the Company to collect Withholding Taxes, the Optionee shall
cooperate with the Company in the procedures it may establish to track
any such dispositions and to make appropriate arrangements with the
Company for any taxes which the Company is obligated to collect.

14.3. Effective Date. The original effective date of this Plan was March
27, 2000. The effective date of the amended and restated Plan shall be May 23,
2002; provided, however, that Section 4.2 of the amended and restated Plan
shall not become effective unless the Delhaize Group 2002 Stock Incentive Plan
is approved by the stockholders of Parent.

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