**Exhibit 10.12**

 

**NASH-FINCH COMPANY1997 NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN**

**(2003 REVISION**)

** **

**FirstDeclaration of Amendment**

 

Pursuant to the retainedpower of amendment contained in Section 6.1 of the instrument entitled “NashFinch Company 1997 Non-Employee Director Stock Compensation Plan (2003Revision),” the undersigned hereby amends such instrument in the mannerdescribed below.

 

1.                                       Section 3.3(c)(iii) is amended effective May 21, 2004 to read as follows:

 

“(iii)                         In conjunctionwith each deferral election made pursuant to Section 3.3(b), a QualifiedDirector must elect, in accordance with and subject to Plan Rules, how thedeferral is to be allocated (in increments of one percent) among his or herCash Account and Share Account.  Such anelection is irrevocable after the latest date by which the deferral election towhich it relates must be received by the Administrator to be effective.”

 

# 2.                                       2.                                       Section 3.4(a) is amended withrespect to credits made to Cash Accounts under the Plan after June 30, 2004and all existing Cash Account balances as of July 1, 2004 (including theCash Account of a Participant who terminated service as a director prior to July 1,2004) attributable to credits made to Cash Accounts before July 1, 2004, toread as follows:

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“**3.4****                        ****Investment Credits**.

 

**(a)**                                  **Cash Account****.**

 

(i)                                     Designation of Valuation Funds.  TheAdministrator will designate two or more valuation funds that will serve as thebasis for determining investment credits pursuant to this section.  The Administrator may, from time to time,designate additional valuation funds or eliminate any previously designatedvaluation funds.  The designation orelimination of a valuation fund pursuant to this subsection is not a Planamendment.  The Administrator will not beresponsible in any manner to any Participant or other person for any damages,losses, liabilities, costs or expenses of any kind arising in connection withany designation or elimination of a valuation fund.

 

(ii)                                  Participant Direction.  AParticipant must direct the manner in which amounts credited to his or her CashAccount pursuant to Section 3.3 will be allocated among and deemed to beinvested in the valuation funds designated pursuant to subsection (i).  Such allocation and investment directionsshall be submitted in writing on a prescribed form (or in such other manner asthe Plan Rules may authorize from time to time) to the Administrator or to suchagent as may be designated from time to time for this purpose, and may be madeseparately for existing Cash Account balances and for future amounts to becredited to a Cash Account.  Each suchdirection must be expressed in whole percentage increments for each selectedvaluation fund and such direction will remain in effect until the Participantsubsequently submits a properly completed new direction form to theAdministrator or the Administrator’s designated agent.  Amounts will be deemed to be invested inaccordance with the Participant’s direction on or as

 

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soon as administratively practicable after theamounts are credited to the Participant’s Cash Account.  To the extent a Participant fails to directthe manner in which amounts credited to his or her Cash Account will be deemedto be invested, such amounts will deemed to be invested in a default valuationfund specified in Plan Rules.

 

(iii)                               Change in Direction for Future Credits.  AParticipant may direct a change in the manner in which future credits to his orher Cash Account pursuant to Section 3.3 will be allocated among anddeemed to be invested in the valuation funds designated pursuant to subsection (i).  The changed allocation and investmentdirection will be effective for deferrals credited to the Participant’s CashAccount pursuant to Section 3.3 at least 30 days (or such shorter periodas Plan Rules may allow) after the date on which the Administrator orAdministrator’s designated agent receives the direction from the Participant.

 

(iv)                              Change in Direction for Existing Account Balance.  AParticipant may direct a change in the manner in which his or her existing CashAccount balances are allocated among and deemed to be invested in the valuationfunds designated pursuant to subsection (i).  The changed allocation and investmentdirection will be effective as soon as administratively practicable after thedate on which the Administrator or Administrator’s designated agent receivesthe direction from the Participant.

 

(v)                                 Account Adjustment.  Asof the close of business on each day on which trading occurs on the NASDAQStock Market, the Administrator will cause Participants’ Cash Accounts to beseparately adjusted, in a manner determined by the Administrator to be uniformand equitable, to reflect the investment credits (comprised of the income,expense, gains, losses, fees and the like (other than taxes)) that would haveresulted since the last adjustment had the Participant’s investment directionspursuant to this section actually been implemented.  For purposes of this subsection, an amountwill be deemed to have been invested in accordance with a Participant’sdirection by the fifth business day after (1) the date on which the amount iscredited to the Participant’s Cash Account in the case of a direction pursuantto subsection (ii) or subsection (iii) or (2) the effective date of adirection pursuant to subsection (iv). To the extent determined by the Administrator to be necessary inconjunction with any distribution pursuant to the Plan, the Administrator willcause the Cash Account from which the distribution is to be made to be adjustedto reflect a good faith estimate by the Administrator of any fees and otherexpenditures payable after the date of the distribution in connection withdeemed investment activity in the Cash Account through and including the dateof the distribution.  Any such estimateis binding on the Company and the person to whom the distribution is made.

 

(vi)                              Obligations and Responsibilities of Administrator.  Thesole obligation of the Administrator with respect to the designation orelimination of any valuation fund designated pursuant to subsection (i) isto act in accordance with the express terms of subsection (i).  By way of example and without limiting theprevious sentence, the Administrator is not required, and no course of conductwill cause it to be required, to investigate or monitor any designated fund toany extent or for any purpose or to take or refrain from taking any action withrespect to a fund because of any aspect of the performance of the fund.  The designation of a limited number ofvaluation funds is solely for administrative convenience and in no way reflectsany endorsement of any such funds by the Administrator.

 

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(vii)                           Deemed Investment. Trust assets are not required to be invested in accordance with aParticipant’s directions and the balance of all Cash Accounts pursuant to thePlan will be determined pursuant to this section and other applicablesections of the Plan without regard to the actual amount of Trust assets.  The Company shall be under no obligation topurchase any valuation fund used to determine investment credits.  The valuation funds are used solely forpurposes of record-keeping to calculate the amount of investment credits onParticipant Cash Accounts and such Cash Accounts are not actually beinginvested in the valuation funds.

 

(viii)                        Participant Responsibilities.  EachParticipant is solely responsible for any and all consequences of his or herinvestment directions made pursuant to this section.  Neither the Company, any of its directors,officers or employees, the Company’s Board nor the Administrator has anyresponsibility to any Participant or other person for any damages, losses,liabilities, costs or expenses of any kind arising in connection with anyinvestment direction made by a Participant pursuant to this section.”

 

# 3.                                       Subsection (i) of Section 4.1(c)is amended effective July 1, 2004 (with respect to each Participant as ofthat date including any Participant who terminated service as a director priorto July 1, 2004 who is entitled to receive a distribution under the Planafter July 1, 2004) to read as follows:

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“(i)                               Cash Account.

 

(A)                              Lump Sum.  The amount of a lump sumpayment from a Participant’s Cash Account will be equal to the balance of theCash Account calculated as of the a preceding, and as close as administrativelyfeasible to, the date of the distribution.

 

(B)                                Installments.  The amount of each annual installment paymentfrom a Participant’s Cash Account will be determined by dividing the balance ofthe Cash Account, calculated as of a date preceding, and as close asadministratively feasible to, the date of the installment payment, by the totalnumber of remaining payments (including the current payment).  Any installment payment to a Participantshall be deemed to have been made proportionally from each of the valuationfunds into which amounts credited to the Participant’s Cash Account are deemedinvested, based on the ratio of the amount deemed invested in each such valuationfund to the Participant’s total Cash Account balance as of the date the amountof the installment payment is determined. The undistributed portion of a CashAccount distributed in the form of installment payments will continue to becredited with earnings in accordance with Section 3.4(a).”

 

# 4.                                       Subsection 4.1(d)(i)is amended, effective July 1, 2004, to read as follows:

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“(i)                               Withdrawals Dueto Unforeseeable Emergency.  A distribution  will be made to a Participant from hisor her Share or Cash Account if the Participant submits a written distributionrequest to the Administrator and the Administrator determines that theParticipant has experienced an Unforeseeable Emergency.  The amount of the distribution may not exceedthe lesser of (a) the amount necessary to satisfy the emergency, as determinedby the

 

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Administrator, or (b) the balance of theParticipant’s Account as of the date the Administrator makes the determinationspecified in clause (a).  Payments madeon account of an Unforeseeable Emergency will not be made to the extent thatsuch Unforeseeable Emergency is or may be relieved through reimbursement orcompensation by insurance or otherwise, by liquidation of the Participant’sassets (to the extent that such liquidation would not itself cause severefinancial hardship) or by cessation of deferrals under Section 3.3.  Any distribution pursuant to this Section 4.1(d)(i)will be made in the form of a lump sum payment (in cash from the Cash Accountand in Shares from the Share Account) as soon as administratively practicableafter the Administrator’s determination that the Participant has experienced anUnforeseeable Emergency and will be made first from the Participant’s CashAccount and then from the Participant’s Share Account, with the amountdistributed from the Share Account determined based upon the Market Price as ofthe date the Administrator makes the determination specified in clause(a).  Any amount distributed to aParticipant from his or her Cash Account pursuant to this subsection 4.1(d)(i) shall be deemed to have been made proportionally fromeach of the valuation funds into which amounts credited to his or her CashAccount are deemed invested, based on the ratio of the amount deemed investedin each such valuation fund to the Participant’s total Cash Account balance asof the date the Administrator makes the determination specified in clause (a).”

 

5.                                       Section 4.1(d)(iii) is amended, effective May 21, 2004, to read asfollows:

 

“(iii)                         Accelerated Distribution.  AParticipant may, at any time, elect an immediate distribution of his or herAccount in an amount equal to 90 percent of the balance of the Accountcalculated as of the close of business on the date the Administrator receives awritten application for such distribution from the Participant on a formfurnished by the Administrator, in which case the remaining balance of theAccount will be forfeited.  Thedistribution will be made in the form of a lump sum payment as soon as administrativelypracticable after the Administrator’s receipt of the written application fromthe Participant.  Any distribution from aParticipant’s Cash Account will be made in cash only.  Any distribution from a Participant’s ShareAccount will be made in full Shares only and cash in lieu of any fractionalShare.”

 

**INWITNESS WHEREOF**, the undersigned has caused this instrumentto be executed by its duly authorized officers this 21st day of May, 2004. 

 
|    | **NASH  FINCH COMPANY**   |
|---------|---------------------------|
|    |                      |
|    |                      |
| Attest: | /s/ John A.  Haveman |   | By: | /s/ Kathleen  E. McDermott |   |
|    | Assistant  Secretary      |   |  Senior Vice  President |
|         |                           |  |  |  |  |

 

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