EXHIBIT 10.4


 


NASH-FINCH
COMPANY

INCOME DEFERRAL PLAN


 


Second Declaration of
Amendment


 


Pursuant to the retained power of amendment
contained in Section 6.4 of the instrument entitled “Nash Finch Company Income
Deferral Plan” (the “Plan”), the undersigned hereby amends such Plan effective
December 27, 2004 to provide that there may be no new participants in the Plan
after December 31, 2004, that participants in the Plan be permitted during
calendar year 2005 to cancel or revoke any deferral election previously made
under the Plan with regard to amounts to be deferred that are subject to
Internal Revenue Code Section 409A (“Section 409A”), and that no compensation
amounts may be deferred under the Plan after December 31, 2004, with the timing
of any deferral determined in a manner consistent with Section 409A and the
regulations, rulings and guidance issued thereunder by the U.S. Treasury
Department and the Internal Revenue Service. 
Specific provisions of the Plan are amended in the manner described
below:


 


1.                                       Section 2.1(A)
is amended to read as follows:


 


“(A)                        Prior to the
commencement of each Plan Year that begins prior to December 31, 2004, the
Committee will determine which Qualified Employees, if any, are eligible to
make deferral elections pursuant to Section 3.2 with respect to that Plan Year.”


 


2.                                       Section 2.1(B)
is amended to read as follows:


 


“(B)                          At any time
during a Plan Year that begins prior to December 31, 2004, the Committee may
determine that a Qualified Employee who became such after the beginning of that
Plan Year is eligible to make a deferral election pursuant to Section 3.2 with
respect to the remainder of that Plan Year.”


 


1.                                       The first sentence of Section 3.2(A) is
amended to read as follows:


 


“(A)                        An Active Participant may elect to defer
his or her Base Salary for a Plan Year that begins prior to December 31, 2004
by any one percent increment from one percent to a maximum percentage specified
in Plan Rules and the percentage so elected will automatically apply to the
Participant’s Base Salary as adjusted from time to time.”


 


2.                                       The first two sentences of Section 3.2(B)
are amended to read as follows:


 


“(B)                          An Active Participant who is determined
by the Committee pursuant to Section 2.1(A) to be eligible to participate for a
Plan Year that begins prior to December 31, 2004 may elect to defer his or her
Annual Bonus for any such Plan Year by any five percent increment from five
percent to a maximum percentage specified in Plan Rules.  An Active Participant who is determined by
the Committee pursuant to Section 2.1(B) to be eligible to participate for a
Plan Year that begins prior to December 31, 2004 may, if and to the extent
specified by the Committee in conjunction with such determination, elect to
defer his or her Annual Bonus for such Plan Year.”


 


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5.                                       The first
sentence of Section 3.2(E) is amended to read as follows:


 


“(E)                           The Account of
an Active Participant who is eligible to share in the allocation of a
Participating Employer’s profit sharing contribution pursuant to the Profit
Sharing Plan made during a Plan Year that begins prior to December 31, 2004
will be credited with an amount equal to the amount, if any, by which (1) the
amount of the profit sharing contribution that would have been allocated to his
or her account under the Profit Sharing Plan during such a Plan Year but for
deferrals made pursuant to this Plan exceeds (2) the amount of the profit
sharing contribution actually allocated to his or her account during such a
Plan Year under the Profit Sharing Plan.”


 


6.                                       The first
sentence of Section 3.2(F) is amended to read as follows:


 


“(F)                           If a matching
contribution is made on behalf of an Active Participant pursuant to the Profit
Sharing Plan with respect to a Plan Year that begins prior to December 31,
2004, and the amount of the matching contribution is determined based on his or
her “eligible earnings,” as defined in the Profit Sharing Plan (because six
percent of his or her eligible earnings for that Plan Year is less than the amount
of the 401(k) contributions made on his or her behalf for that Plan Year
pursuant to the Profit Sharing Plan), the Active Participant’s Account will be
credited with an amount equal to the amount, if any, by which (i) the amount of
the matching contribution that would have been allocated to his or her account
with respect to that Plan Year pursuant to the Profit Sharing Plan but for the
deferrals made pursuant to this Plan exceeds (ii) the amount of the matching
contribution actually allocated to his or her account with respect to that Plan
Year pursuant to the Profit Sharing Plan.”


 


IN WITNESS WHEREOF, the undersigned has caused
this instrument to be executed by its duly authorized officers this 27th day of
December, 2004.


 


	
   

  	
  NASH FINCH COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
     /s/ John A. Haveman

  	
   

  	
  By:

  	
     /s/ Kathleen E. McDermott

  	
   

  
	
   

  	
   Assistant Secretary

  	
   

  	
   Senior Vice President

  
						



 


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