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Exhibit 4.2

DELHAIZE AMERICA, INC.

2002 RESTRICTED STOCK UNIT PLAN

(Effective May 23, 2002)





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DELHAIZE AMERICA, INC.

2002 RESTRICTED STOCK UNIT PLAN

1. Purpose.

The purpose of the Delhaize America, Inc. 2002 Restricted Stock Unit Plan
(the Plan) is to enhance the ability of Delhaize America, Inc. (DZA), a
subsidiary of Etablissements Delhaize Frères et Cie Le Lion S.A. (Parent),
and the subsidiaries of DZA to attract and retain officers, employees,
directors and consultants of outstanding ability and to provide selected
officers, employees, directors, consultants and individuals who have accepted
an offer of employment from any of these entities with an interest in Parent
parallel to that of Parents stockholders.

2. Definitions.

For purposes of the Plan:

2.1. Agreement means the written agreement between DZA and a Participant
evidencing the grant of an Award and setting forth the terms and conditions
thereof.

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

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

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.

2.5. Change in Control means



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| | (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 shareholders) of twenty-five percent
(25%) of the common stock or voting securities of Parent;





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| | (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 on the date of such proposal (other than in connection with an
actual or threatened proxy contest) shall be treated as Incumbent
Directors;



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| | (c) consummation of a merger, consolidation or sale of all or
substantially all of Parents assets (collectively, 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;



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| | (d) shareholder approval of a complete liquidation or dissolution
of Parent, other than in connection with a transaction described in
Section 2.5(c);



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| | (e) a direct or indirect sale or transfer of the voting securities
of DZA following which one or more persons (other than Parent)
beneficially owns fifty (50%) percent or more of the voting power of
DZA; and



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| | (f) a sale of all or substantially all of DZAs assets or the
liquidation or dissolution of DZA.

Notwithstanding the foregoing, provisions (e) and (f) of this definition
shall not apply to any Participant 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, as the context requires, any of Parent, DZA or any
Subsidiary, either alone or collectively.

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2.9. Disability means:



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| | (a) in the case of a Participant whose employment with the Company
is subject to the terms of an employment agreement between such
Participant and the Company, 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



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| | (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 Participants ability to perform substantially his or her duties for
a period of one hundred eighty (180) consecutive days.

2.10. DZA means Delhaize America, Inc.

2.11. DZA Subsidiary means an indirect Subsidiary of Parent that is also
a direct or indirect subsidiary of DZA.

2.12. Effective Date means May 23, 2002 subject only to approval by the
Board prior thereto.

2.13. Eligible Individual means any director, officer, or employee of
Parent or any Subsidiary, or any individual who has accepted an offer of
employment from any of these entities, designated by the Committee as eligible
to receive Awards subject to the conditions set forth herein.

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

2.15. 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 New York Stock Exchange
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.

2.16. Parent means any corporation that is a parent corporation (within
the meaning of Section 424(e) of the Code), 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.

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

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2.18. Participant means an Eligible Individual who has been granted an
Award under the Plan.

2.19. Person means any individual, partnership, joint venture,
corporation, limited partnership, limited liability company, trust, estate,
unincorporated organization, association, or other entity.

2.20. Plan means the Delhaize America, Inc. 2002 Restricted Stock Unit
Plan, as amended and restated from time to time.

2.21. Restricted Stock Unit means a right to receive one Share from DZA
subject to the terms of the Plan and the applicable Agreement.

2.22. Securities Act means the Securities Act of 1933, as amended.

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

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

2.25. Taxable Event means any event in connection with the receipt of
Shares or cash hereunder with respect to which a Participant recognizes taxable
income.

2.26. 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 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

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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. DZA
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:



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| | (a) select those Eligible Individuals to whom Awards shall be
granted under the Plan and determine the number of Restricted Stock
Units to be granted pursuant thereto, determine the terms and conditions
of each Award, and to make any amendment or modification to any
Agreement consistent with the terms of the Plan;



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| | (b) construe and interpret the Plan 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 and 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 Parent, DZA, all Subsidiaries, the
Participants, and all other persons having any interest therein;



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



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



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| | (e) 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

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| | (f) 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. Restricted Stock Units Subject to the Plan.

4.1. The Board, in its sole discretion, shall determine the number of
Restricted Stock Units that shall be covered by an Award.

4.2. In the event of a Change in Capitalization, the Board or Committee
shall conclusively determine the appropriate adjustments, if any, to the number
of Restricted Stock Units or other stock or securities which are subject to
Awards.

5. Terms of Restricted Stock Units.

5.1. Grant. The Committee may grant Awards to Eligible Individuals, which
shall be evidenced by an Agreement between DZA and the Participant. Each
Agreement shall contain such restrictions, terms and conditions as the
Committee may, in its discretion, determine, subject to the terms and
provisions set forth below in this Section 5.

5.2. Rights of Participant. Until the Restricted Stock Units vest, the
Participant shall have no rights of a shareholder.

5.3. Non-transferability. No Award shall be transferable by the
Participant other than by will or by the laws of descent and distribution. The
terms of an Award shall be final, binding and conclusive upon the
beneficiaries, executors, administrators, heirs and successors of the
Participant.

5.4. Vesting of Awards. The Restricted Stock Units shall vest at such
time or times and on such terms and conditions as the Committee may determine.
The Board may accelerate the vesting schedule of an Award at any time.

5.5. Delivery of Shares. As the Restricted Stock Units vest, the
Participant shall receive Shares free of all restrictions hereunder.

5.6. Effect of a Termination of Employment.

The Agreement evidencing the grant of each Award shall set forth the terms
and conditions applicable to such Award upon a termination or change in the
status of employment of the Participant.

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6. Adjustment Upon Changes in Capitalization.

If, by reason of a Change in Capitalization, a Participant shall be
entitled to an Award that covers 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 prior to such Change in Capitalization.

7. Effect of Change in Control.

Notwithstanding any other provision of the Plan (including but not limited
to Section 8) or any provision in any Agreement to the contrary, upon, prior
to or within three (3) months after the occurrence of a Change in Control, the
Committee may, in its discretion, terminate any outstanding Awards without the
Participants consent as long as it provides for Participant realization of the
value of such Awards through the vesting of all outstanding Awards and the
settlement thereof, at the discretion of the Committee in either cash or Shares
or the same securities or other property that shareholders have received or
will receive in exchange for their shares of common stock of Parent. Further,
if such Awards continue following a Change in Control, such Awards may be
adjusted in accordance with Sections 4.2 and 6 of the Plan.

8. 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 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
Award; provided, however, that: (a) except as permitted under Section 7
hereof, no such amendment, modification, suspension or termination shall impair
or adversely alter any Awards theretofore granted under the Plan, except with
the consent of the Participant, nor shall any amendment, modification,
suspension or termination deprive any Participant 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 DZA or Parent in accordance with applicable law.

9. 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.

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10. Limitation of Liability.

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



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| | (i)   |  | give any person any right to be granted an
Award other than at the sole discretion of the Committee;                                                                                                   
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| | (ii)  |  | give any person any rights whatsoever with
respect to Shares unless and until the Restricted Stock
Units vest;                                                                                         
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| | (iii) |  | limit in any way the right of DZA or any
DZA Subsidiary to terminate the employment of any person at
any time; or                                                                                      
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| | (iv)  |  | be evidence of any agreement or
understanding, expressed or implied, that DZA or any DZA
Subsidiary will employ any person at any particular rate of
compensation or for any particular period of time.

11. Regulations and Other Approvals; Governing Law.

11.1. 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.

11.2. The grant of Awards under the Plan, and the obligation of DZA to
deliver Shares with respect to Awards granted under the Plan shall be subject
to all applicable laws, rules and regulations, including all United States
federal and state securities laws, and the obtaining of all such approvals by
governmental agencies or regulatory or corporate bodies as may be deemed
necessary or appropriate by the Committee.

11.3. The Board may make such changes as may be necessary or appropriate
to comply with the rules and regulations of any governmental or regulatory
authority.

11.4. Each 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 Belgian, state or federal law, or the consent
or approval of any governmental, regulatory or corporate body is necessary or
desirable as a condition of, or in connection with, the grant of an Award or
the issuance of Shares, no 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.

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11.5. 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, 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 Award granted
under the Plan, as a condition precedent to receipt of such Shares, to
represent and warrant to DZA in writing 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.

12. Miscellaneous.

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

12.2. Withholding of Taxes. Upon the occurrence of a Taxable Event, the
Participant shall pay an amount equal to the applicable Withholding Taxes
either, in the discretion of the Company, (i) prior to the issuance of Shares
or the payment of cash, or (ii) after such issuance or payment through payroll
withholding. The Company shall have the right to deduct from any payment of
cash to a Participant 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 Participant 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 issuable to him or her for
payment of Withholding Taxes.

12.3. Effective Date. The effective date of this Plan is May 23, 2002.

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