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                                 NASH-FINCH COMPANY
                                PROFIT SHARING PLAN
                                   1994 REVISION
                                          
                           THIRD 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 such instrument in the manner described below.

1.   A new Exhibit C is added thereto in the form attached hereto.

2.   Section 5.2 thereof is amended to read as follows:

     "5.2  INVESTMENT DIRECTIONS.  (A)  Each new Participant will direct the
     manner in which contributions to his or her Accounts will be invested among
     the investment funds maintained pursuant to Section 5.1.  Investment
     directions must be made in five percent increments and may be made
     separately with respect to the Participant's Pre-Tax Contribution Account
     and with respect to the aggregate of his or her Profit Sharing Contribution
     and Rollover Accounts.  Each direction must be made, in accordance with
     Plan Rules, in conjunction with the Participant's enrollment in the Plan. 
     To the extent a Participant fails to direct Account investments, the
     Accounts will be invested in accordance with Plan Rules.
     
           (B)  A Participant may direct a change in the manner in which his or
     her Accounts will be invested among the investment funds maintained
     pursuant to Section 5.1.  Such a direction is subject to the rules set
     forth in Subsection (A), and will be effective as soon as administratively
     practicable after the Trustee receives the direction from the Participant
     in accordance with Plan Rules.
     
           (C)  Plan Rules will include procedures that provide Participants
     with the opportunity to obtain written confirmation of investment
     directions made pursuant to this section."
     
3.   Section 12.27 thereof is amended to read as follows:

     "12.27  QUALIFIED EMPLOYEE.  A 'Qualified Employee' is any individual who
     performs services for a Participating Employer as a common-law employee and
     is classified by the Participating Employer at the time the services are
     performed as a common-law employee (without regard to any subsequent
     reclassification), excluding however, any such individual who is -
     
           (a)  covered by a collective bargaining agreement, for whom
     retirement benefits were the subject of good faith bargaining between such
     person's representative 


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     and the Participating Employer, and who is not, as a result of such 
     bargaining, specifically covered by this Plan; or
     
           (b)  a nonresident alien who receives no earned income (within the
     meaning of Code section 911(d)(2)) from a Participating Employer that
     constitutes income from sources within the United States (within the
     meaning of Code section 861(a)(3)).
     
     In addition, any individual who performs services for Bellefontaine IGA
     Federal as a common-law employee, is classified by Bellefontaine IGA
     Federal at the time the services are performed as a common-law employee
     (without regard to any subsequent reclassification) and was a participant
     in the Super Food Services, Inc. 401(k) Savings Plan on March 31, 1997 is a
     Qualified Employee for purposes of the Plan and Bellefontaine IGA Federal
     is a Participating Employer with respect to such an individual.  To the
     extent required by the Code or Treasury Regulations, the limitations in
     Article IX will be applied to Participants who are Qualified Employees of
     Bellefontaine IGA Federal as if such Participants participated in a
     separate plan maintained by an employer that is not an Affiliated
     Organization.
     
The foregoing amendments are effective as of April 1, 1997.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by
its duly authorized officers and its corporate seal to be affixed hereto this
27th day of March, 1997.


                                           NASH FINCH COMPANY


          Attest:/s/ Norman R. Soland      By /s/ Alfred N. Flaten
                 ----------------------      --------------------------
                  Secretary                    President





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                                 NASH-FINCH COMPANY
                                PROFIT SHARING PLAN
                                          
                                     EXHIBIT C
                                          
              SPECIAL RULES APPLICABLE TO CERTAIN FORMER PARTICIPANTS
                IN THE SUPER FOOD SERVICES, INC. 401(k) SAVINGS PLAN


This exhibit sets forth special rules applicable to Participants whose account
balances under the Super Food Services, Inc. 401(k) Savings Plan (the "Super
Food Plan") were transferred to the Trust in connection with the merger of the
Super Food Plan with an into the Plan effective as of March 31, 1997 (the
"Merger").  For purposes of this exhibit, such a Participant is referred to as a
"Super Food Participant."

1.   ACCOUNTS.  The balance of a Super Food Participant's accounts under the
Super Food Plan will be transferred to Accounts under the Plan as follows:

     (a)   The balance of the Super Food Participant's "before-tax
contributions account" under the Super Food Plan, if any, will be transferred to
his or her Pre-Tax Contribution Account; and

     (b)   The balance of the Super Food Participant's "rollover account" under
the Super Food Plan, if any, will be transferred to his or her Rollover Account.

2.   LOANS.  Any loan outstanding under the Super Food Plan at the time of the
Merger will remain outstanding under the Plan in accordance with the terms of
such loan.  No new loans will be made or permitted on or after the date of the
Merger.

3.   PRIOR ACTIONS.  Beneficiary designations and related spousal consents made
pursuant to the Super Food Plan prior to the Merger and in effect as of the date
of the Merger will remain in effect for purposes of the Plan until revoked or
withdrawn or otherwise made void pursuant to the terms of the Plan.