exv4w1



 






Exhibit 4.1




NASH FINCH COMPANY

INCOME DEFERRAL PLAN

(As amended through 5/21/04)




ARTICLE 1

Description





	1.1	 	Plan Name. The name of the Plan is the “Nash Finch Company Income
Deferral Plan.”
	 
	1.2	 	Plan Purpose. The purpose of the Plan is to provide Active Participants
with the opportunity to defer a portion of the Base Salary or Annual Bonus
or both that would otherwise be payable to them and to compensate Active
Participants for the amount, if any, by which such deferrals decrease the
amount of profit sharing contributions that would otherwise be made on
their behalf pursuant to the Profit Sharing Plan.
	 
	1.3	 	Plan Type. The Plan is an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of
management or highly compensated employees and, as such, is intended to be
exempt from the provisions of Parts 2, 3 and 4 of Subtitle B of Title I of
ERISA by operation of sections 201(2), 301(a)(3) and 401(a)(4) thereof,
respectively, and from the provisions of Title IV of ERISA, to the extent
otherwise applicable, by operation of section 4021(b)(6) thereof. The
Plan will be construed and administered in a manner that is consistent
with and gives effect to such intent.





ARTICLE 2

Participation





	2.1	 	Eligibility.






	(A)	 	Prior to the beginning of each Plan Year, the Committee
will determine which Qualified Employees, if any, are eligible to
make deferral elections pursuant to Section 3.2 with respect to the
Plan Year.
	 
	(B)	 	At any time during a Plan Year, the Committee may determine
that a Qualified Employee who became such after the beginning of
the Plan Year is eligible to make a deferral election pursuant to
Section 3.2 with respect to the remainder of the Plan Year.
	 
	(C)	 	The fact that an Employee has been eligible to make
deferral elections with respect to any particular Plan Year does
not give the Employee any right to make deferral elections in any
other Plan Year.
	 
	(D)	 	A Participant who, pursuant to Section 3.2(B), has revoked
an Annual Bonus deferral election in connection with an
Unforeseeable Emergency is not eligible to elect additional
deferrals (of either Base Salary or Annual Bonus) with respect to
the remainder of the Plan Year during which the revocation occurs
or the immediately following Plan Year. A Participant who has
received a distribution pursuant to Section 4.1(D) is not eligible
to elect additional deferrals (of either Base Salary or Annual
Bonus) with respect to the Plan Year during which the distribution
is received or the four immediately following Plan Years. In
either case, however, for the Plan Year during which the revocation
or distribution occurs, the Participant’s Account will be credited
with the amount, if any, determined pursuant to Section 3.2(E) or
Section 3.2(F) based on his or her deferrals for the portion of the
Plan Year preceding the




 









 






	 	 	revocation or distribution. [Section 2.1(D) as amended 5/21/04]
	 
	(E)	 	In conjunction with his or her initial election to
participate in the Plan, a Participant must elect whether his or
her distribution made pursuant to Section 4.1(A)(2) following his
or her disability or termination of employment on or after
attaining Retirement Age will (1) be made or commence within 60
days after termination of employment or within the first 60 days of
the following calendar year and (2) be made in the form of a lump
sum payment or installments. Such elections are irrevocable and
apply to all benefits distributed to the Participant pursuant to
the Plan.






	2.2	 	Transfer Among Participating Employers. An Active Participant who
transfers employment from one Participating Employer to another
Participating Employer and who continues to be a Qualified Employee after
the transfer will, for the duration of the Plan Year during which the
transfer occurs, continue to participate in the Plan, in accordance with
the election in effect for the portion of the Plan Year before the
transfer, as a Qualified Employee of such other Participating Employer.
	 
	2.3	 	Multiple Employment. An Active Participant who is simultaneously
employed as a Qualified Employee with more than one Participating Employer
will participate in the Plan as a Qualified Employee of all such
Participating Employers on the basis of a single deferral election
pursuant to Section 3.2 applied separately to his or her Base Salary and
Annual Bonus from each such Participating Employer.
	 
	2.4	 	Termination or Ceasing to be a Qualified Employee. An Active Participant
who, during a Plan Year, terminates his or her employment with all
Participating Employers or is determined by the Committee to have
otherwise ceased to be a Qualified Employee is not eligible for further
deferral credits for the Plan Year pursuant to Section 3.2 other than such
credits relating to the period prior to such termination or cessation.
	 
	2.5	 	Condition of Participation. Each Qualified Employee, as a condition of
participation, is bound by all of the terms and conditions of the Plan and
the Plan Rules, including but not limited to the reserved right of the
Company to amend or terminate the Plan, and must furnish to the Committee
such pertinent information, and must execute such election forms and other
instruments, as the Committee or Plan Rules may require by such dates as
the Committee or Plan Rules may establish.
	 
	2.6	 	Termination of Participation. A Participant or Beneficiary will cease to
be such as of the date on which his or her entire Account balance has been
distributed.





ARTICLE 3

Benefits





	3.1	 	Participant Accounts. The Committee will establish and maintain an
Account for each Participant to evidence amounts credited with respect to
the Participant pursuant to Sections 3.2, 3.3 and 3.4. If a Participant
makes deferrals with respect to Base Salary, Annual Bonus or both from
more than one Participating Employer, the Committee will establish a
separate Account for the Participant with respect to each such
Participating Employer. [Section 3.1 as amended 5/21/04]






	3.2	 	Deferral Credits.






	(A)	 	An Active Participant may elect to defer his or her Base
Salary for a Plan Year 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. An election made pursuant
to this subsection will not be effective unless it is made on a
properly completed election form received by the Committee by a
date specified by the Committee which is prior to the first day of
the Plan Year to which the election relates or, in the case of an
Active Participant who is determined by the Committee to be
eligible to participate for a Plan Year pursuant to Section
2.1(B), within 30 days after the Committee’s determination. An
Active Participant may revoke a deferral election made pursuant to
this subsection at any time. The revocation will be effective as
soon as administratively practicable after the Committee receives
a properly completed revocation form. Any election or revocation
pursuant to this subsection applies only to Base Salary relating
to services performed after the effective date of the election or
revocation.
	 
	(B)	 	An Active Participant who is determined by the Committee to
be eligible to participate for a Plan Year pursuant to Section
2.1(A) may elect to defer his or her Annual Bonus for the 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 to be eligible to participate for a
Plan Year pursuant to Section 2.1(B) may, if and to the extent
specified by the Committee in conjunction with such determination,
elect to defer his or her Annual Bonus for the Plan Year. An
election made pursuant to this subsection will not be effective
unless it is made on a properly completed election form received by
the Committee by a date specified by the Committee which is prior
to the first day of the Plan Year to which the election relates or,
in the case of an Active Participant who is determined by the
Committee to be eligible to participate for a Plan Year pursuant to
Section 2.1(B), within 30 days after the Committee’s determination.
An election pursuant to this subsection is irrevocable after the
latest date by which it must be received by the Committee to be
effective; provided, that Plan Rules may permit a Participant to
revoke the election after that date if the Participant has an
Unforeseeable Emergency, in which case no additional deferrals of
either Base Salary or Annual Bonus will be made with respect to the
portion of the Plan Year following the revocation and the
Participant will be ineligible to elect additional deferrals for
the period specified in Section 2.1(D).
	 
	(C)	 	Notwithstanding Subsections (A) and (B), Plan Rules may
impose a dollar limitation on the total amount of deferrals that
may be made during a Plan Year and may establish procedures to be
applied in the event that a Participant’s deferral elections for a
Plan Year would otherwise cause such limitation to be exceeded.
Plan Rules may also impose conditions and limitations on
participation by any Qualified Employee or any group of similarly
situated Qualified Employees.
	 
	(D)	 	Reductions to an Active Participant’s Base Salary and
Annual Bonus pursuant to this section will be credited to his or
her Account as of the day on which the Participant would have
otherwise received the Base Salary or Annual Bonus with respect to
which such credit relates.
	 
	(E)	 	The Account of an Active Participant who is eligible to
share in the allocation of a Participating Employer’s profit
sharing contribution for a Plan Year pursuant to the Profit Sharing
Plan 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 but for deferrals made pursuant to this Plan exceeds
(2) the amount of the profit sharing contribution actually
allocated to his or her account under the Profit Sharing Plan. The
Account will be credited as of the first day of the month next
following the month during which the Participatory Employer’s
profit sharing contribution has been made in full.
	 
	(F)	 	If a matching contribution is made on behalf of an Active
Participant for any Plan Year beginning after December 31, 2003, pursuant




 









 






	 	 	to the Profit Sharing
Plan 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 the Plan Year is less than the amount of the 401(k)
contributions made on his or her behalf for the 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 for the 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 for the Plan Year pursuant to the
Profit Sharing Plan. The amount of the credit for a Plan Year
pursuant to this subsection, if any, will be determined after any
forfeitures and distributions of excess deferrals, excess
contributions and excess aggregate contributions for the Plan Year
pursuant to the Profit Sharing Plan. The Account will be credited
as of a date during the following Plan Year selected by the
Participating Employer. [Section 3.2(F) added 5/21/04]






	3.3	 	Earnings Credits.






	(A)	 	This Section 3.3 only applies to a Participant who has an
Account balance under the Plan as of May 21, 2004.
	 
	(B)	 	A Participant who has an Account balance under the Plan as
of May 21, 2004 may make a one-time election, subject to any
conditions imposed by the Committee in Plan Rules, whether such
Account balance along with any future credits made to the
Participant’s Account pursuant to Section 3.2 will receive
investment credits pursuant to Section 3.4 in lieu of earnings
credits pursuant to Subsection (C). An election made pursuant to
this subsection will not be effective unless it is made on a
properly completed election form received by the Committee no later
than June 30, 2004. An election pursuant to this subsection is
irrevocable after the date it is received by the Committee. Such
election will be applicable to credits to the Plan made after June
30, 2004 and to all existing Account balances as of July 1, 2004
that are attributable to credits made before July 1, 2004.
	 
	(C)	 	Unless a Participant, pursuant to Subsection (B), has
elected to have his or her Account credited with investment credits
pursuant to Section 3.4, the Committee will, in accordance with
Plan Rules, credit the Participant’s Account, including the
undistributed portion of an Account being distributed in the form
of installment payments, with earnings each day in an amount equal
to the “applicable percentage” of the balance of the Account for
that day. Such earnings shall be compounded daily. The applicable
percentage for a given day is the daily equivalent of the annual
yield set forth for the applicable month in the Moody’s Bond
Record, published by Moody’s Investor’s Service, Inc. (or any
successor thereto) under the heading of “Moody’s (Mergent)
Corporate Bond Yield Averages — Av. Corp.” or, if such yield is no
longer available, a substantially similar yield selected by the
Committee. [Section 3.3 as amended 5/21/04]






	3.4	 	Investment Credits.






	(A)	 	This Section 3.4 applies to any Participant who has made an
election pursuant to Section 3.3(B) to have his or her Account
credited with investment credits rather than earnings credits and
to any Qualified Employee who becomes a Participant in the Plan
after May 21, 2004. With respect to any Participant who made an
election pursuant to Section 3.3(B), this Section 3.4 will be
applicable to credits to the Plan made after June 30, 2004 and to
all existing Account balances as of July 1, 2004 that are
attributable to credits made before July 1, 2004.




 









 






	(B)	 	Designation of Valuation Funds. The Committee will
designate two or more valuation funds that will serve as the basis
for determining investment credits pursuant to this section. The
Committee may, from time to time, designate additional valuation
funds or eliminate any previously designated valuation funds. The
designation or elimination of a valuation fund pursuant to this
subsection is not a Plan amendment. The Committee will not be
responsible in any manner to any Participant or other person for
any damages, losses, liabilities, costs or expenses of any kind
arising in connection with any designation or elimination of a
valuation fund.
	 
	(C)	 	Participant Direction. A Participant must direct the
manner in which amounts credited to his or her Accounts pursuant to
Section 3.2 will be allocated among and deemed to be invested in
the valuation funds designated pursuant to Subsection (B). Such
allocation and investment directions shall be submitted in writing
on a prescribed form (or in such other manner as the Plan Rules may
authorize from time to time) to the Committee or to such agent as
may be designated from time to time for this purpose and may be
made separately for existing Account balances and for future
amounts to be credited to an Account. Each such direction must be
expressed in whole percentage increments for each selected
valuation fund and such direction will remain in effect until the
Participant subsequently submits a properly completed new direction
form to the Committee or its designated agent. Amounts will be
deemed to be invested in accordance with the Participant’s
direction on or as soon as administratively practicable after the
amounts are credited to the Participant’s Account. To the extent a
Participant fails to direct the manner in which amounts credited to
his or her Accounts will be deemed to be invested, such amounts
will deemed to be invested in a default valuation fund specified in
Plan Rules.
	 
	(D)	 	Change in Direction for Future Credits. A Participant may
direct a change in the manner in which future credits to his or her
Accounts pursuant to Section 3.2 will be allocated among and deemed
to be invested in the valuation funds designated pursuant to
Subsection (B). The changed allocation and investment direction
will be effective for deferrals credited to the Participant’s
Account pursuant to Section 3.2 at least 30 days (or such shorter
period as Plan Rules may allow) after the date on which the
Committee or its designated agent receives the direction from the
Participant.
	 
	(E)	 	Change in Direction for Existing Account Balance. A
Participant may direct a change in the manner in which his or her
existing Account balances are allocated among and deemed to be
invested in the valuation funds designated pursuant to Subsection
(B). The changed allocation and investment direction will be
effective as soon as administratively practicable after the date on
which the Committee or its designated agent receives the direction
from the Participant.
	 
	(F)	 	Account Adjustment. As of the close of business on each
day on which trading occurs on the NASDAQ Stock Market, the
Committee will cause Participants’ Accounts to be separately
adjusted, in a manner determined by the Committee to be uniform and
equitable, to reflect the investment credits (comprised of the
income, expense, gains, losses, fees and the like (other than
taxes)) that would have resulted since the last adjustment had the
Participant’s investment directions pursuant to this section
actually been implemented. For purposes of this subsection, an
amount will be deemed to have been invested in accordance with a
Participant’s direction by the fifth business day after (1) the
date on which the amount is credited to the Participant’s Account
in the case of a direction pursuant to Subsection (C) or Subsection
(D) or (2) the effective date of a direction pursuant to Subsection
(E). To the extent determined by the Committee to be necessary in
conjunction with any distribution pursuant to the Plan, the
Committee will




 









 






	 	 	cause the Account from which the distribution is to
be made to be adjusted to reflect a good faith estimate by the Committee
of any fees and other expenditures payable after the date of the
distribution in connection with deemed investment activity in the
Account through and including the date of the distribution. Any
such estimate is binding on the Participating Employer and the
person to whom the distribution is made.
	 
	(G)	 	Obligations and Responsibilities of Committee. The sole
obligation of the Committee with respect to the designation or
elimination of any valuation fund designated pursuant to Subsection
(B) is to act in accordance with the express terms of Subsection
(B). By way of example and without limiting the previous sentence,
the Committee is not required, and no course of conduct will cause
it to be required, to investigate or monitor any designated fund to
any extent or for any purpose or to take or refrain from taking any
action with respect to a fund because of any aspect of the
performance of the fund. The designation of a limited number of
valuation funds is solely for administrative convenience and in no
way reflects any endorsement of any such funds by the Committee.
	 
	(H)	 	Deemed Investment. Trust assets are not required to be
invested in accordance with a Participant’s directions and the
balance of all Accounts pursuant to the Plan will be determined
pursuant to this section and other applicable sections of the Plan
without regard to the actual amount of Trust assets. No
Participating Employer shall be under any obligation to purchase
any valuation fund used to determine investment credits. The
valuation funds are used solely for purposes of record-keeping to
calculate the amount of investment credits on Participants’
Accounts and such Accounts are not actually invested in the
valuation funds.
	 
	(I)	 	Participant Responsibilities. Each Participant is solely
responsible for any and all consequences of his or her investment
directions made pursuant to this section. Neither any
Participating Employer, any of its directors, officers or
employers, the Company’s Board nor the Committee has any
responsibility to any Participant or other person for any damages,
losses, liabilities, costs or expenses of any kind arising in
connection with any investment direction made by a Participant
pursuant to this section. [Section 3.4 added 5/21/04]






	3.5	 	Vesting. Each Participant always has a fully vested nonforfeitable
interest in his or her Account.





ARTICLE 4

Distribution





	4.1	 	Distribution to Participant.






	(A)	 	Form.






	(1)	 	Termination Prior to Retirement Age. If a
Participant terminates employment prior to attaining
Retirement Age, distribution to the Participant will be made
in the form of a lump sum payment.
	 
	(2)	 	Disability or Termination on or After
Retirement Age. If a Participant






	(a)	 	is determined by the Committee to
be absent from active employment because of illness,
injury or disease that is likely to be of long or
indefinite duration or result in death or




 









 






	(b)	 	terminates employment on or after
attaining Retirement Age,





distribution to the Participant will be made in the
form of ten annual installment payments made on or around
the same date in each of the ten years unless, at the time
of his or her initial enrollment in the Plan, the
Participant makes an irrevocable election to receive his or
her distribution in the form of a lump sum payment.




	(B)	 	Time. Distribution to a Participant will be made or
commence, as the case may be, within the 60-day period following
the date on which the Participant is determined to be disabled or
terminates employment, unless the distribution is made pursuant to
Subsection (A)(2), in which case the distribution will be made or
commence within the first 60 days of the calendar year following
the calendar year during which he or she is determined to be
disabled or terminates employment if the Participant so elected
pursuant to Section 2.1(E); provided, that if the Participant makes
a written claim pursuant to Section 6.2 objecting to the benefit,
distribution will be made or commence as soon as administratively
practicable after the Committee’s final determination with respect
to the claim.
	 
	(C)	 	Amount.






	(1)	 	Lump Sum. If a distribution is made in the
form of a lump sum payment, the amount of the payment will be
equal to the balance of the Participant’s Account calculated
as of the close of business on a date preceding, and as close
as administratively feasible to, the date of distribution.
	 
	(2)	 	Installments. If a distribution is made in the
form of installment payments, the amount of each annual
installment payment from a Participant’s Account will be
determined by dividing the Participant’s Account balance,
calculated as of a date preceding, and as close as
administratively feasible to, the payment date, by the total
number of remaining payments (including the current payment).
Any installment payment to a Participant shall be deemed to
have been made proportionally from each of the valuation
funds into which amounts credited to his or her Account are
deemed invested, based on the ratio of the amount deemed
invested in each such valuation fund to the Participant’s
total Account balance as of the date the amount of the
installment payment is determined. The undistributed portion
of an Account distributed in the form of installment payments
will continue to be credited with earnings in accordance with
Section 3.3(C) or 3.4. [Section 4.1(C) as amended 5/21/04]






	(D)	 	Special Rules.






	(1)	 	Withdrawals Due to Unforeseeable Emergency.
Notwithstanding Subsections (A) or (B), a distribution will
be made to a Participant if the Participant submits a written
distribution request to the Committee and the Committee
determines that the Participant has experienced an
Unforeseeable Emergency. The amount of the distribution may
not exceed the lesser of (a) the amount necessary to satisfy
the emergency, as determined by the Committee or (b) the
balance of the Account as of the date the Committee makes the
determination specified in clause (a). The distribution will
be made in the form of a lump sum payment as soon as
administratively practicable afterthe Committee’s
determination that the Participant has experienced an
Unforeseeable Emergency. Any distribution to a Participant
whose Account receives investment credits pursuant to Section
3.4 shall be deemed




 









 






	 	 	to have been made proportionally from
each of the valuation funds into which amounts credited to his or her Account are deemed invested, based
on the ratio of the amount deemed invested in each such
valuation fund to the Participant’s total Account balance
as of the date the Committee makes the determination
specified in clause (a). [Section 4.1(D)(1) as amended
5/21/04]
	 
	(2)	 	Accelerated Distribution. Notwithstanding
Subsections (A) or (B), a Participant may elect an immediate
distribution of his or her Account in an amount equal to 90
percent of the balance of the Account calculated as of the
close of business on the date the Committee receives a
written application for such distribution from the
Participant on a form furnished by the Committee, in which
case the remaining balance of the Account will be forfeited.
The distribution will be made in the form of a lump sum
payment as soon as administratively practicable after the
Committee’s receipt of the written application from the
Participant. [Section 4.1(D)(2) as amended 5/21/04]
	 
	(3)	 	Nondeductibility. If the Committee determines
in good faith that there is a reasonable likelihood that any
compensation paid to a Participant by an Affiliated
Organization for a taxable year of the Affiliated
Organization would not be deductible by the Affiliated
Organization solely by reason of the limitation under Code
section 162(m), to the extent deemed necessary by the
Committee to ensure that the entire amount of any
distribution to the Participant pursuant to this subsection
is deductible, the Committee may defer all or any portion of
the distribution.






	4.2	 	Distribution to Beneficiary.






	(A)	 	Form. In the event of a Participant’s death, the balance
of the Participant’s Account will be distributed to the
Participant’s Beneficiary in a lump sum payment whether or not
payments had commenced to the Participant in the form of
installments prior to his or her death.
	 
	(B)	 	Time. Distribution to a Beneficiary will be made within
the 60-day period following the date on which the Committee
receives notice of the Participant’s death; provided, that if the
Beneficiary makes a written claim pursuant to Section 6.2 objecting
to the benefit, distribution will be made as soon as
administratively practicable after the Committee’s final
determination with respect to the claim.
	 
	(C)	 	Amount. The amount of the payment will be determined in
accordance with Section 4.1(C).
	 
	(D)	 	Beneficiary Designation.






	(1)	 	Each Participant may designate, on a form
furnished by the Committee, one or more primary Beneficiaries
or alternative Beneficiaries to receive all or a specified
part of his or her Account after his or her death, and the
Participant may change or revoke any such designation from
time to time. No such designation, change or revocation is
effective unless executed by the Participant and received by
the Committee during the Participant’s lifetime. No
designation of a Beneficiary other than the Participant’s
spouse is effective unless the spouse consents to the
designation or the Committee determines that spousal consent
cannot be obtained because the spouse cannot reasonably be
located or is legally incapable of consenting. The consent
must be in writing, must acknowledge the effect of the
election and must be witnessed by a notary public. The
consent is effective only with respect to the Beneficiary or
class of Beneficiaries so designated and only with respect to
the spouse who so consented.




 









 






	 
	(2)	 	If a Participant -






	(a)	 	fails to designate a Beneficiary,
or
	 
	(b)	 	revokes a Beneficiary designation
without naming another Beneficiary, or
	 
	(c)	 	designates one or more
Beneficiaries none of whom survives the Participant or
exists at the time in question,





for all or any portion of his or her Account, such
Account or portion will be paid to the Participant’s
surviving spouse or, if the Participant is not survived by a
spouse, to the representative of the Participant’s estate.




	(3)	 	The automatic Beneficiaries specified above
and, unless the designation otherwise specifies, the
Beneficiaries designated by the Participant, become fixed as
of the Participant’s death so that, if a Beneficiary survives
the Participant but dies before the receipt of the payment
due such Beneficiary, the payment will be made to the
representative of such Beneficiary’s estate. Any designation
of a Beneficiary by name that is accompanied by a description
of relationship or only by statement of relationship to the
Participant is effective only to designate the person or
persons standing in such relationship to the Participant at
the Participant’s death.






	4.3	 	Payment in Event of Incapacity. If any individual entitled to receive
any payment under the Plan is, in the judgment of the Committee,
physically, mentally or legally incapable of receiving or acknowledging
receipt of the payment, and no legal representative has been appointed for
the individual, the Committee may (but is not required to) cause the
payment to be made to any one or more of the following as may be chosen by
the Committee: the Beneficiary (in the case of the incapacity of a
Participant); the institution maintaining the individual; a custodian for
the individual under the Uniform Transfers to Minors Act of any state; or
the individual’s spouse, children, parents, or other relatives by blood or
marriage. The Committee is not required to see to the proper application
of any such payment and the payment completely discharges all claims under
the Plan against the Participating Employer, the Plan and Trust to the
extent of the payment.





ARTICLE 5

Source of Payments; Nature of Interest





	5.1	 	Establishment of Trust.






	(A)	 	A Participating Employer may establish a Trust, or may be
covered by a Trust established by another Participating Employer,
with an independent corporate trustee. The Trust must be a grantor
trust that conforms substantially with the model trust described in
Revenue Procedure 92-64. The Participating Employers may from time
to time transfer to the Trust cash, marketable securities or other
property acceptable to the Trustee in accordance with the terms of
the Trust.
	 
	(B)	 	Notwithstanding Subsection (A), not later than the
effective date of a Change in Control, each Participating Employer
must transfer to the Trust an amount not less than the amount by
which (1) 125 percent of the aggregate balance of all Participants’
Accounts




 









 






	 	 	attributable to the Participating Employer as of the last
day of the month immediately preceding the effective date of the Change in Control
(determined in the manner specified in Section 4.1(C) if the last
day of the month is not also the last day of a calendar quarter)
exceeds (2) the value of the Trust assets attributable to amounts
previously contributed by the Participating Employer as of the
most recent date as of which such value was determined.






	5.2	 	Source of Payments.






	(A)	 	Each Participating Employer will pay, from its general
assets, the portion of any benefit pursuant to Article 4 or Section
6.4 attributable to a Participant’s Account with respect to that
Participating Employer, and all costs, charges and expenses
relating thereto.
	 
	(B)	 	The Trustee will make distributions to Participants and
Beneficiaries from the Trust in satisfaction of a Participating
Employer’s obligations under the Plan in accordance with the terms
of the Trust. The Participating Employer is responsible for paying
any benefits attributable to a Participant’s Account with respect
to that Participating Employer that are not paid by the Trust.






	5.3	 	Status of Plan. Nothing contained in the Plan or Trust is to be
construed as providing for assets to be held for the benefit of any
Participant or any other person or persons to whom benefits are to be paid
pursuant to the terms of this Plan, the Participant’s or other person’s
only interest under the Plan being the right to receive the benefits set
forth herein. The Trust is established only for the convenience of the
Participating Employers and the Participants, and no Participant has any
interest in the assets of the Trust prior to distribution of such assets
pursuant to the Plan. To the extent the Participant or any other person
acquires a right to receive benefits under this Plan or the Trust, such
right is no greater than the right of any unsecured general creditor of
the Participating Employer.
	 
	5.4	 	Non-assignability of Benefits. The benefits payable under the Plan and
the right to receive future benefits under the Plan may not be
anticipated, alienated, sold, transferred, assigned, pledged, encumbered,
or subjected to any charge or legal process.





ARTICLE 6

Miscellaneous





	6.1	 	Administration.






	(A)	 	The Plan will be administered on behalf of the Company by a
committee whose members will be appointed by and will serve at the
pleasure of the Company’s Board. Any Committee member may be
dismissed at any time, with or without cause, on ten days’ notice
from the Company’s Board. Any Committee member may resign by
delivering his or her written resignation to the Company’s Board.
Vacancies arising by the death, resignation or removal of a
Committee member may (but need not) be filled by the Company’s
Board.
	 
	(B)	 	The Committee will operate in accordance with such rules as
the Company’s Board may from time to time specify.
	 
	(C)	 	The Committee may delegate to any person authority to
perform nondiscretionary, ministerial acts determined by the
Committee to be necessary or desirable in connection with the
administration of the Plan.
	 
	(D)	 	The Committee has discretionary power and authority to
adopt, modify and rescind Plan Rules, make all determinations
necessary




 









 






	 	 	for the administration of the Plan, to construe, interpret, apply and enforce the Plan and Plan Rules and
to remedy ambiguities, inconsistencies, omissions and erroneous
Account balances.
	 
	(E)	 	The Committee will maintain records, make the requisite
calculations and disburse or direct the Trustee to disburse
payments under the Plan. The Committee’s interpretations,
determinations, regulations and calculations are final and binding
on all persons and parties concerned.
	 
	(F)	 	The Participating Employers jointly and severally agree to
indemnify and hold harmless, to the extent permitted by law, each
member of the Committee or other director, officer or employee of
any Affiliated Organization performing administrative duties in
connection with the Plan against any and all liabilities, losses,
costs and expenses (including legal fees) of every kind and nature
that may be imposed on, incurred by, or asserted against such
person at any time by reason of such person’s services in
connection with the Plan, but only if such person did not act
dishonestly or in bad faith or in willful violation of the law or
regulations under which such liability, loss, cost or expense
arises. The Participating Employers have the right, but not the
obligation, to select counsel and control the defense and
settlement of any action for which a person may be entitled to
indemnification under this provision.






	6.2	 	Benefit Claim Procedure. Within a reasonable time following termination
of a Participant’s employment, the Committee will determine and notify the
Participant or, if the Participant is deceased, his or her Beneficiary, of
his or her benefits, if any, payable under the Plan. Not later than 30
days after receipt of such notice, the Participant or his or her
Beneficiary, as the case may be, may file with the Committee a written
claim objecting to the Committee’s determination. Not later than 90 days
after receipt of such claim, the Committee will render a written decision
on the claim to the claimant. If the claim is denied in whole or in part,
such decision will include: the reasons for the denial; a reference to
the Plan provision that is the basis for the denial; a description of any
additional material or information necessary for the claimant to perfect
the claim; an explanation as to why such information or material is
necessary; and an explanation of the Plan’s claim procedure. Not later
than 60 days after receiving the Committee’s written decision, the
claimant may file with the Committee a written request for review of the
Committee’s decision, and the claimant or his or her representative may
thereafter review Plan documents that relate to the claim and submit
written comments to the Committee. Not later than 60 days after receiving
such request, the Committee will afford the claimant or his or her
representative an opportunity to present the claim in person to the
Committee. Not later than 60 days after such presentation or, if there is
no such presentation, not later than 60 days after the Committee’s receipt
of the request for review, the Committee will render a final written
decision on the claim, which decision will include the specific reasons
for the decision, including references to specific Plan provisions where
appropriate. The 90- and 60-day periods during which the Committee must
respond to the claimant may be extended by up to an additional 90 or 60
days, respectively, if special circumstances beyond the Committee’s
control so require and if notice of such extension is given to the
claimant prior to the expiration of the initial 90- or 60-day period.
	 
	6.3	 	Adoption by Affiliated Organization. With the prior approval of the
Committee, an Affiliated Organization may, by action of its Board, adopt
this Plan and become a Participating Employer.
	 
	6.4	 	Amendment.






	(A)	 	By action of its Board, the Company may amend the Plan at
any time and in any manner, except that (1) no amendment may
adversely affect a benefit to which a Participant or the
Beneficiary of a deceased Participant is entitled under the Plan as
of the later of the adoption date or effective date of the
amendment and (2) no attempted amendment to Section 5.1(B), this
clause (2) or




 









 






	 	 	Section 7.8 will be effective with respect to any Change in Control, as defined in Section 7.8
without regard to the attempted amendment, occurring within 12
months after the date on which the attempted amendment is approved
by the Company’s Board unless each Participant provides his or her
prior written consent to the amendment. Any amendment that
changes the rate of earnings credited to Participants’ Accounts
pursuant to Section 3.3 is effective with respect to the portion
of the Accounts attributable to credits made before the date on
which the amendment is adopted only if the Participant consents to
the change pursuant to Section 3.3(B) or the Company’s Board
determines in good faith that on that date, it is reasonably
likely that, in the long run, the new rate will not result in
materially lower earnings credits than the old rate. Any
amendment to the Plan applies only to Participants who terminate
employment after the effective date of the amendment unless the
amendment expressly otherwise provides.
	 
	(B)	 	By action of its Board, the Company may terminate the Plan
at any time. By action of its Board, any other Participating
Employer may terminate its participation in the Plan at any time.
If the Plan or a Participating Employer’s participation in the Plan
is terminated, no additional deferrals or deferral credits will be
made with respect to affected Participants, other than credits
relating to the period prior to the effective date of the
termination, and the Accounts of affected Participants will
continue to be credited with earnings credits pursuant to Section
3.3 or investment credits pursuant to Section 3.4, as applicable,
until they are distributed pursuant to Article 4 following the
Participant’s termination of employment or death.
	 
	(C)	 	Notwithstanding any other provision of the Plan to the
contrary, the Committee may cause a Participating Employer to make
an immediate lump sum distribution to any Participant of the
balance of his or her Account (determined in the manner specified
in Section 4.1(C)) and/or transfer the benefits that would
otherwise be payable under the Plan for all or any Participants to
a new plan that is similar in all material respects (other than
those which require the action in question to be taken), if the
Committee in good faith determines that:






	(1)	 	such action is necessary to ensure the
continued status of the Plan (or the transferee plan) as an
unfunded plan maintained primarily for the purpose of
providing deferred compensation to a select group of
management or highly compensated employees, or
	 
	(2)	 	a Participant’s interest in the Plan has been
or is likely to be includable in the Participant’s gross
income for federal income tax purposes prior to the actual
payment of benefits pursuant to the Plan. [Section 6.4 as
amended 5/21/04]






	6.5	 	Withholding and Offsets. The Participating Employers and the Trustee
retain the right to withhold from any benefit payment under the Plan, any
and all income, employment, excise and other tax as the Participating
Employers or Trustee deems necessary and the Participating Employers may
offset against amounts payable to a Participant or Beneficiary under the
Plan any amounts then owing to the Participating Employers by such
Participant or Beneficiary.






	6.6	 	Disputes. In the event of a dispute over whether any person is entitled
to a benefit under the Plan, the amount, form or timing of payment of any
such benefit or any other provision of the Plan, the person is responsible
for paying any costs he, she or it incurs, including attorney’s fees and
legal expenses, and each Participating Employer is responsible for paying
any costs it incurs, including attorney’s fees and legal expenses.






	6.7	 	Other Benefits. Neither amounts deferred nor amounts paid pursuant to
the Plan constitute salary or compensation for the purpose of computing
benefits under any other benefit plan, practice, policy or procedure of a
Participating Employer unless otherwise expressly provided thereunder.




 









 












	6.8	 	No Warranties Regarding Tax Treatment. The Participating Employers make
no warranties regarding the tax treatment to any person of any deferrals
or payments made pursuant to the Plan and each Participant will hold the
Committee and the Participating Employers and their officers, directors,
employees, agents and advisors harmless from any liability resulting from
any tax position taken in good faith in connection with the Plan.






	6.9	 	No Employment Rights Created. Neither the establishment of or
participation in the Plan confers on any Employee the right to continued
employment or limits the right of the Participating Employer to discharge,
transfer, demote, modify terms and conditions of employment or otherwise
deal with any Employee without regard to the effect which such action
might have on him or her with respect to the Plan.





ARTICLE 7

Definitions, Construction and Interpretation




The definitions and rules of construction and interpretation set forth in this
article apply in construing the Plan unless the context otherwise indicates.




	7.1	 	Account. “Account” means the bookkeeping account maintained with respect
to a Participant pursuant to Section 3.1.






	7.2	 	Active Participant. “Active Participant” with respect to a Plan Year is
a Qualified Employee who the Committee has determined is eligible to
participate in the Plan for the Plan Year pursuant to Section 2.1 for the
portion of the Plan Year during which he or she remains eligible.






	7.3	 	Affiliated Organization. An “Affiliated Organization” is the Company and
any corporation that is a member of a controlled group of corporations
(within the meaning of Code section 1563(a) without regard to Code
sections 1563(a)(4) and 1563(e)(3)(C)) that includes the Company or any
trade or business (whether or not incorporated) that is controlled (within
the meaning of Code section 414(c)) by the Company.






	7.4	 	Annual Bonus. “Annual Bonus” with respect to a Participant for a Plan
Year means the discretionary annual cash bonus paid to the Participant by
a Participating Employer during the calendar quarter first following the
Plan Year or that would have been so paid but for an election made
pursuant to the Plan.






	7.5	 	Base Salary. “Base Salary” with respect to a Participant for a Plan Year
means the regular cash remuneration for services rendered as a Qualified
Employee paid to the Participant by a Participating Employer during the
Plan Year or that would have been so paid but for an election made
pursuant to the Plan, excluding the following:






	(1)	 	any bonus;
	 
	(2)	 	the value of life insurance coverage included
in the Participant’s wages under Code section 79;
	 
	(3)	 	any car allowance, moving expense or mileage
reimbursement;
	 
	(4)	 	any educational assistance payment;
	 
	(5)	 	any severance pay;
	 
	(6)	 	any payments under any plan of deferred
compensation; or




 









 






	(7)	 	any benefit under any qualified or nonqualified
stock option or stock purchase plan; or
	 
	(8)	 	any other element of compensation specified in
Plan Rules.






	7.6	 	Board. “Board” means the board of directors of the Affiliated
Organization in question. When the Plan provides for an action to be
taken by the Board, the action may be taken by any committee or individual
authorized to take such action pursuant to a proper delegation by the
board of directors in question.






	7.7	 	Beneficiary. “Beneficiary” with respect to a Participant is the person
designated or otherwise determined under the provisions of Section 4.2(D)
as the distributee of benefits payable after the Participant’s death who
has not ceased to be a Beneficiary pursuant to Section 2.6.






	7.8	 	Change in Control.






	(A)	 	“Change in Control” is any of the following:






	(1)	 	the sale, lease, exchange or other transfer,
directly or indirectly, of all or substantially all of the
assets of the Company, in one transaction or in a series of
related transactions, to any person;
	 
	(2)	 	the approval by the stockholders of the Company
of any plan or proposal for the liquidation or dissolution of
the Company;
	 
	(3)	 	any person is or becomes the beneficial owner
(as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of (a) 20 percent or more, but not more than
50 percent, of the combined voting power of the Company’s
outstanding securities ordinarily having the right to vote at
elections of directors, unless the transaction resulting in
such ownership has been approved in advance by the continuity
directors or (b) more than 50 percent of the combined voting
power of the Company’s outstanding securities ordinarily
having the right to vote at elections of directors(regardless
of any approval by the continuity directors);
	 
	(4)	 	a merger or consolidation to which the Company
is a party if the stockholders of the Company immediately
prior to the effective date of such merger or consolidation
have beneficial ownership (as defined in Rule 13d-3 under the
Exchange Act) immediately following the effective date of
such merger or consolidation of securities of the surviving
company representing (a) 50 percent or more, but not more
than 80 percent, of the combined voting power of the
surviving corporation’s then outstanding securities
ordinarily having the right to vote at elections of
directors, unless such merger or consolidation has been
approved in advance by the continuity directors, or (b) less
than 50 percent of the combined voting power of the surviving
corporation’s then outstanding securities ordinarily having
the right to vote at elections of directors (regardless of
any approval by the continuity directors);
	 
	(5)	 	the continuity directors cease for any reason
to constitute at least a majority of the Company’s board of
directors; or
	 
	(6)	 	a change in control of the Company of a nature
that would be required to be reported pursuant to section 13
or 15(d) of the Exchange Act, whether or not the Company is
then subject to such reporting requirement.




 









 












	(B)	 	For purposes of this section:






	(1)	 	a “continuity director” means any individual
who is a member of the Company’s board of directors on the
Effective Date while he or she is a member of the board, and
any individual who subsequently becomes a member of the
Company’s board of directors whose election or nomination for
election by the Company’s stockholders was approved by a vote
of at least a majority of the directors who are continuity
directors (either by a specific vote or by approval of the
proxy statement of the Company in which such individual is
named as a nominee for director without objection to such
nomination);
	 
	(2)	 	“Exchange Act” is the Securities Exchange Act
of 1934, as amended from time to time; and
	 
	(3)	 	“person” includes any individual, corporation,
partnership, group, association or other “person,” as such
term is defined in section 14(d) of the Exchange Act, other
than (i) the Company; (ii) any corporation at least a
majority of whose securities having ordinary voting power for
the election of directors is owned, directly or indirectly,
by the Company; (iii) any other entity in which the Company,
by virtue of a direct or indirect ownership interest, has the
right to elect a majority of the members of the entity’s
governing body; or (iv) any benefit plan sponsored by the
Company, a corporation described in clause (ii) or an entity
described in clause (iii).






	7.9	 	Code. “Code” means the Internal Revenue Code
of 1986, as amended from time to time.
	 
	7.10	 	Committee. “Committee” means the administrative
committee described in Section 6.1.
	 
	7.11	 	Company. “Company” means Nash Finch Company or any successor thereto.






	7.12	 	Cross Reference. References within a section of the Plan to a particular
subsection refer to that subsection within the same section and references
within a section or subsection to a particular clause refer to that clause
within the same section or subsection, as the case may be.






	7.13	 	Effective Date. “Effective Date” means June 1, 1994 or an earlier date
specified by the Committee.






	7.14	 	Employee. “Employee” is an individual who performs services as a common
law employee of a Participating Employer.






	7.15	 	ERISA. “ERISA” means the Employee Retirement Income Security Act of
1974, as amended from time to time.






	7.16	 	Governing Law. To the extent that state law is not preempted by the
provisions of ERISA, or any other laws of the United States, all questions
pertaining to the construction, validity, effect and enforcement of the
Plan will be determined in accordance with the internal, substantive laws
of the State of Minnesota without regard to its conflict of laws rules of
the State of Minnesota or any other jurisdiction.






	7.17	 	Headings. The headings of articles and sections are included solely for
convenience of reference; if there exists any conflict between such
headings and the text of the Plan, the text will control.






	7.18	 	Participant. “Participant” is a current or former Active Participant to
whose Account amounts have been credited pursuant to Article 3 and who has
not ceased to be a Participant pursuant to Section 2.6.




 









 






	7.19	 	Participating Employer. “Participating Employer” is the Company and any
other Affiliated Organization that has adopted the Plan, or all of them
collectively, as the context requires. An Affiliated Organization will
cease to be a Participating Employer upon a termination of the Plan as to
its Employees and the satisfaction in full of all of its obligations under
the Plan or upon its ceasing to be an Affiliated Organization.






	7.20	 	Plan. “Plan” means the Nash Finch Company Income Deferral Plan, as from
time to time amended or restated.






	7.21	 	Plan Year. “Plan Year” means the period beginning on the Effective Date
and ending on December 31, 1994 and, thereafter, the calendar year.






	7.22	 	Plan Rule. “Plan Rule” is a rule, policy, practice or procedure adopted
by the Committee. Each Plan Rule will be uniform and nondiscriminatory
with respect to persons determined by the Committee to be similarly
situated.






	7.23	 	Profit Sharing Plan. “Profit Sharing Plan” means the Nash Finch Company
Profit Sharing Plan as amended from time to time.






	7.24	 	Qualified Employee. “Qualified Employee” means an Employee who is
considered to be a management or highly compensated employee under Plan
Rules.






	7.25	 	Retirement Age. “Retirement Age” means the earliest age at or after
which a termination of employment is considered to be a retirement under
policies of the Participating Employer generally applicable to Qualified
Employees as in effect from time to time.






	7.26	 	Termination of Employment.






	(A)	 	For purposes of determining entitlement to distribution
under this Plan, subject to Subsections (B) and (C), a Participant
will be deemed to have terminated his or her employment only if the
Committee determines that he or she has completely severed his or
her employment relationship with all Affiliated Organizations or
has become disabled within the meaning of Section 4.1(A)(2).
Accordingly, neither transfer of employment among Affiliated
Organizations nor absence from active service by reason of leave of
absence of any nature (other than in connection with a Participant
becoming disabled within the meaning of Section 4.1(A)(2)) will
constitute a termination of employment. In addition, neither
termination of the Plan nor, subject to Subsection (C), termination
of participation in the Plan by a Participating Employer will be
deemed to result in a termination of employment with respect to any
affected Participant.
	 
	(B)	 	If some or all of the assets of a Participating Employer
are acquired by a unrelated third party, a Participant who is
employed by the acquiror or an affiliate of the acquiror in
connection with the acquisition will be deemed to have terminated
his or her employment unless the acquiror adopts a successor plan
which is substantially similar to the Plan in all material respects
and expressly assumes the Participating Employer’s obligation to
provide benefits to the Participant, in which case the
Participating Employer will cease to have any obligation to provide
benefits to the Participant pursuant to the Plan as of the
effective date of the assumption.
	 
	(C)	 	If a Participating Employer ceases to be an Affiliated
Organization, unless otherwise provided in an agreement between the
Company or the Participating Employer and an unrelated third party
acquiror:






	(1)	 	a Participant who is employed with the
Participating Employer; or




 









 






	(2)	 	a Participant who is not employed with the
Participating Employer but has an Account balance
attributable to the Participating Employer





will not be deemed to have terminated his or her employment
with respect to his or her Account balance attributable to the
Participating Employer and the Participating Employer will, after
the date on which it ceases to be an Affiliated Organization,
continue to be solely responsible to provide benefits to the
Participant equal to the balance of the Account as of the
effective date of the cessation and as thereafter increased by
deferral credits relating to the period before the effective date
and earnings credits pursuant to Section 3.3 or investment credits
pursuant to Section 3.4, as applicable. [Section 7.26(C) as
amended 5/21/04]




	7.27	 	Trust. “Trust” means any trust or trusts established by a Participating
Employer pursuant to Section 5.1.






	7.28	 	Trustee. “Trustee” means the one or more banks or trust companies that
at the relevant time has or have been appointed by the Company to act as
Trustee of the Trust.






	7.29	 	Unforeseeable Emergency. “Unforeseeable Emergency” means an
unanticipated emergency that is caused by an event beyond the control of a
Participant and that would result in severe financial hardship to the
Participant if the revocation or distribution, as the case may be, were
not permitted. An Unforeseeable Emergency includes a sudden and
unexpected illness or accident of the Participant or a dependent (as
defined in Code section 152(a)) of the Participant, the loss of the

Participant’s property due to casualty or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the
control of the Participant. An Unforeseeable Emergency does not exist if
the financial hardship may be relieved (1) through reimbursement or
compensation by insurance or otherwise, (2) by liquidation of the
Participant’s assets, to the extent the liquidation itself would not cause
severe hardship or (3) by cessation of deferrals under the Plan. The
existence of an Unforeseeable Emergency will be determined by the
Committee.