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                               NASH-FINCH COMPANY
                               PROFIT SHARING PLAN
                                  1994 REVISION

                         NINTH DECLARATION OF AMENDMENT

Pursuant to the retained power of amendment contained in Section 11.1 of the
instrument entitled, "Nash-Finch Company Profit Sharing Plan - 1994 Revision,"
the undersigned hereby amends the Nash-Finch Profit Sharing Plan (the "Plan") as
described below:

1.         Section 2.1(A)(2) of the Plan is amended to read as follows:

                               (2) the day he or she completes an Hour of
                     Service of the type specified in Section 10.3(A)(1) for the
                     purpose of having Pre-Tax Contributions made on his or her
                     behalf pursuant to Section 3.1; and

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

                     (B) If an Employee is not a Qualified Employee on the date
           on which he or she would otherwise be eligible to participate in the
           Plan for the purpose specified in Subsection (A)(1) or Subsection
           (A)(2), he or she will become eligible to participate in the Plan for
           that purpose as of the first following date on which he or she
           completes an Hour of Service of the type specified at Section
           10.3(A)(1) as a Qualified Employee. If an Employee is not a Qualified
           Employee on the date on which he or she would otherwise be eligible
           to participate in the Plan for the purpose specified in Subsection
           (A)(3), he or she will become eligible to participate for that
           purpose as of the first day of the calendar quarter that falls on or
           next follows the date on which he or she becomes a Qualified Employee
           if he or she remains a Qualified Employee on the date on which he or
           she would otherwise be eligible to participate.

3.         Section 2.2 of the Plan is amended to read as follows:

           2.2 TERMINATION PRIOR TO ENTRY DATE. If an Employee who terminates
           employment before the date on which he or she would otherwise be
           eligible to participate in the Plan for the purpose specified in
           Section 2.1(A)(3) again becomes an Employee after that date:

           (a)       if he or she terminated employment before the last day of
                     the first Computation Period during which he or she
                     completes one Year of Service, he or she will be treated as
                     a new Employee and his or her previous service will be
                     disregarded in determining his or her new Computation
                     Period.

           (b)       if he or she terminated employment after completing one
                     Year of Service but before completing two Years of Service,
                     he or she will be treated as a new Employee and his or her
                     previous service will be disregarded in determining his or
                     her new Computation Period if his or her service is lost
                     pursuant to Section 10.5, or

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           (c)       if he or she terminated employment after completing two
                     Years of Service but before he or she become eligible to
                     participate for the purpose specified in Section 2.1(A)(3),
                     he or she will be eligible to participate for the purpose
                     specified in Section 2.1(A)(3) as of the first day of the
                     calendar quarter that falls on or next follows the date on
                     which he or she first completes an Hour of Service of the
                     type specified at Section 10.3(A)(1) as a Qualified
                     Employee following his or her termination of employment.

4.         Section 2.5 of the Plan is amended to read as follows:

           2.5 CEASING TO BE A QUALIFIED EMPLOYEE. No contribution will be made
           by or on behalf of a Participant after the Participant ceases to be a
           "Qualified Employee," except for any contribution due on account of
           the portion of the Plan Year preceding the cessation. Such a
           Participant will, subject to Section 10.5, be eligible to resume
           active participation in the Plan (a) for the purposes specified in
           Section 2.1(A)(1) and Section 2.1(A)(2) as of the day he or she first
           completes an Hour of Service of the type specified in Section
           10.3(A)(1) after reemployment as a Qualified Employee and (b) for the
           purpose specified in Section 2.1(A)(3) as of the first day of the
           calendar quarter that falls on or next follows the day he or she
           first completes an Hour of Service of the type specified in Section
           10.3(A)(1) after reemployment as a Qualified Employee.

5.         Section 12.30 of the Plan is amended  to read as follows:

           12.30     TERMINATION OF EMPLOYMENT.

                     (A) For purposes of determining entitlement to a
           distribution under the Plan, a Participant will be deemed to have
           terminated employment only if he or she dies, becomes disabled or has
           a "separation from service," within the meaning of Code Section
           401(k)(2)(B)(i)(I) and Treasury Regulations thereunder. A Participant
           will be considered to be disabled for this purpose only if:

                               (1) in  the  case  of a  Participant  who is
                     participating  in  the  Company's  long-term disability
                     plan, he or she is receiving benefits under the plan; or

                               (2) in the case of any other Participant, he or
                     she is certified as being disabled by the Social Security
                     Administration and is receiving disability benefits under
                     the disability provisions of the Social Security Act.

                     (B) A Participant who, in conjunction with a disposition by
           an Affiliated Organization of its interest in a subsidiary, within
           the meaning of Code section 401(k)(10)(A)(iii), continues employment
           with the subsidiary, will be considered to have terminated employment
           if the applicable conditions specified in Treasury Regulations under
           Code section 401(k)(10) are satisfied.

                     (C) A Participant who, in conjunction with a disposition by
           an Affiliated Organization of substantially all of the assets used by
           the Affiliated Organization in a trade or business of the Affiliated
           Organization, within the meaning of Code section 401(k)(10)(A)(ii),
           transfers employment to the corporation acquiring the assets, will be

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           considered to have terminated employment if the applicable conditions
           specified in Treasury Regulations under Code section 401(k)(10) are
           satisfied.

                     (D) A Participant who, in conjunction with a disposition by
           an Affiliated Organization of (1) its interest in a subsidiary
           continues employment with the subsidiary or (2) substantially all of
           the assets used by the Affiliated Organization in a trade or business
           of the Affiliated Organization transfers employment to the acquiror
           of such assets, will be considered to have not terminated employment
           if the applicable conditions specified in Treasury Regulations under
           Code section 401(k)(10)(A) are not satisfied. If a Participant is
           considered to have not terminated employment as a result of this
           subsection, this subsection will continue to apply in the event of
           any subsequent transfer of employment in conjunction with the
           disposition of all or any portion of a business operation of the
           initial acquiror or any subsequent acquirors that would not otherwise
           entitle the Participant to a distribution under Subsection (B) or
           (C).



The amendments set forth in items 1, 2, 3 and 4 are effective as of January 1,
2001.

The amendment set forth in item 5 is effective as of September 1, 2000 and
applies to all Participants, including Participants who terminated employment
prior to September 1, 2000. In the case of any disposition of assets by an
Affiliated Organization prior to September 1, 2000 which did not satisfy the
applicable conditions specified in Treasury Regulations under Code section
401(k)(10), a Participant who transferred employment to the acquiror of the
assets and did not have a termination of employment pursuant to the terms of the
Plan in effect prior to September 1, 2000 but who is entitled to a distribution
pursuant to Section 12.30 of the Plan as in effect on September 1, 2000 will be
deemed to have terminated employment on September 1, 2000 for purposes of
applying Sections 8.1(A) and 8.1(B).

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by
its duly authorized officers this 10th day of November, 2000.

                                                      NASH FINCH COMPANY


Attest: /s/ Norman R. Soland                          By: /s/ Ron Marshall
         Secretary                                         President