Exhibit 10.10
 NASH-FINCH COMPANY
2000 STOCK INCENTIVE PLAN
  Purpose of Plan
 Plan Company
  Definitions
  Board
 Broker Exercise Notice
 Change in Control
 Code
 Committee




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Common Stock
 Disability or Disabled
   Eligible Recipients
 Exchange Act
 Fair Market Value
 Incentive Award
 Incentive Stock Option
 Non-Statutory Stock Option
 Option
 Participant
 2




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Performance Criteria
         Performance Unit
 Previously Acquired Shares
 Restricted Stock Award
 3




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Retirement
 Securities Act
 Stock Appreciation Right
 Stock Bonus
 Subsidiary
 Tax Date
 Plan Administration
 The Committee
 4




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Authority of the Committee
    5




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Shares Available for Issuance
 Maximum Number of Shares Available
 Accounting for Incentive Awards
 6




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Adjustments to Shares and Incentive Awards
 Participation
  Options
 Grant
 Exercise Price
 Exercisability and Duration
 7




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Payment of Exercise Price
 Manner of Exercise
 Aggregate Limitation of Stock Subject to Incentive Stock Options
 Stock Appreciation Rights
 Grant
 Exercise Price
 8




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Exercisability and Duration
 Restricted Stock Awards
 Grant
 Rights as a Stockholder; Transferability
 Dividends and Distributions
 Enforcement of Restrictions
 9




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Performance Units
  Stock Bonuses
  Effect of Termination of Employment or Other Service
 Termination Due to Death, Disability or Retirement :
     10




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Termination for Reasons Other than Death, Disability or Retirement
 ,
  11




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Modification of Rights Upon Termination
 Exercise of Incentive Stock Options Following Termination
 Date of Termination of Employment or Other Service
 Payment of Withholding Taxes
 General Rules
 Special Rules
 12




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Change in Control
 Change in Control
 (a)
    
    Any one person or more than one person acting as a group acquires ownership of
stock of the Company that, together with the stock held by such person or group,
constitutes more than 50 percent of the total fair market value or total voting power
of the stock of the Company. However, if any one person or more than one person acting
as a group, is considered to own more than 50 percent of the total fair market value or
total voting power of the stock of the Company, the acquisition of additional stock by
the same person or persons is not considered to cause a Change in Control;(b)
    
    Any one person, or more than one person acting as a group acquires (or has
acquired during the 12-month period ending on the date of the most recent acquisition
by such person or persons) ownership of stock of the Company possessing 30 percent or
more of the total voting power of the stock of the Company;(c)
    
    Any one person, or more than one person acting as a group acquires (or has
acquired during the 12-month period ending on the date of the most recent acquisition
by such person or persons) all or substantially all of the assets of the Company; or(d)
    
    A majority of the members of the Board is replaced during any 12-month period
by directors whose appointment or election is not endorsed by a majority of the members
of the Board prior to the date of the appointment or election;
  Acceleration of Vesting
 Cash Payment for Options
 13




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Limitation on Change in Control Payments
 Rights of Eligible Recipients and Participants; Transferability
 Employment or Service
 Rights as a Stockholder
 Restrictions on Transfer
 14




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Breach of Confidentiality or Non-Compete Agreements
 Non-Exclusivity of the Plan
 Securities Law and Other Restrictions
  Performance-Based Compensation Provisions
 Section 162(m)
 15




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Deferrals and Settlements
  Plan Amendment, Modification and Termination
  Effective Date and Duration of the Plan
  Miscellaneous
 Governing Law
 Successors and Assigns
 16




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