<PAGE>

                                 NASH-FINCH COMPANY

                             --------------------------
                             FOURTH AMENDMENT AGREEMENT
                             --------------------------

                                        RE:

                     NOTE AGREEMENTS DATED AS OF MARCH 22,1996

                                        AND

                                    $30,000,000
          FIRST AMENDED AND RESTATED 8.13% SENIOR NOTES DUE OCTOBER 1,2006

                            DATED AS OF DECEMBER 1, 1997

                                    $30,000,000
         SECOND AMENDED AND RESTATED 8.38% SENIOR NOTES DUE OCTOBER 1, 2006

<PAGE>

                                 NASH-FINCH COMPANY
                              7600 France Avenue South
                         Minneapolis, Minnesota 55440-0355

                             FOURTH AMENDMENT AGREEMENT

                                        RE:
                    NOTE AGREEMENTS DATED AS OF MARCH 22, 1996
                                        AND
                                    $30,000,000
         FIRST AMENDED AND RESTATED 8.13% SENIOR NOTES DUE OCTOBER 1, 2006

                                    $30,000,000
         SECOND AMENDED AND RESTATED 8.38% SENIOR NOTES DUE OCTOBER 1, 2006


                                                  Dated as of December 1, 1997


To the Institutional Investors 
 listed on Annex 1 hereto which 
 are signatories to this Agreement

Ladies and Gentlemen:

     Reference is made to the separate Note Agreements (collectively, the 
"ORIGINAL NOTE AGREEMENT"), each dated as of March 22, 1996, between 
Nash-Finch Company, a Delaware corporation (the "COMPANY"), and each of the 
institutions named in Schedule I thereto (the "ORIGINAL HOLDERS"), under and 
pursuant to which Thirty Million Dollars ($30,000,000) aggregate principal 
amount of the Company's 7.13% Senior Notes due October 1, 2006 (the "ORIGINAL 
NOTES") were originally issued to the Original Holders. The Original Note 
Agreement, as amended by that certain First Amendment dated as of November 15,
1996, that certain Second Amendment dated as of November 15, 1996 and 
that certain Third Amendment Agreement (the "THIRD AMENDMENT") dated as of 
January 15, 1997, is herein referred to as the "EXISTING NOTE AGREEMENT". The 
Original Notes, as amended and restated pursuant to the Third Amendment, are 
herein referred to, individually, as an "EXISTING NOTE", and collectively, as 
the "EXISTING NOTES". Each of the institutions named in Annex 1 hereto are 
herein referred to, individually, as a "HOLDER", and collectively, as the 
"HOLDERS".

     The Company desires to enter into this Fourth Amendment Agreement (this 
"AGREEMENT") to, among other things, amend the Existing Note Agreement to 
modify certain financial covenants, and amend the Existing Notes to increase 
the interest rate applicable thereto, all as more particularly described 
herein.

     As of the Effective Date (as defined in Section 3), the Holders hold, 
beneficially or of record, one hundred percent (100%) of the outstanding 
Existing Notes.

                                       1            
<PAGE>

     In consideration of the foregoing and for other good and valuable 
consideration (the receipt and sufficiency of which are hereby acknowledged), 
the Company and, subject to satisfaction of the conditions set forth in 
Section 3, the Holders, hereby agree to the amendments set forth below.

SECTION 1.  DEFINED TERMS.

     All capitalized terms used but not specifically defined in this 
Agreement have the respective meanings assigned to them in, or pursuant to 
the provisions of, the Existing Note Agreement as amended by this Agreement 
(the Existing Note Agreement as so amended is herein referred to as the 
"AMENDED NOTE AGREEMENT").

SECTION 2.  REPRESENTATIONS AND WARRANTIES.

     The Company warrants and represents to EACH HOLDER THAT AS OF the date 
of this Agreement and as of the Effective Date:

     2.1  ORGANIZATION AND AUTHORITY; SUBSIDIARIES.  The Company is a 
corporation duly organized, validly existing and in good standing under the 
laws of the State of Delaware, has all corporate power and authority 
necessary to carry on its business as now conducted, has duly qualified or 
has been duly licensed, and is authorized to do business as a foreign 
corporation, in each jurisdiction where the failure to be so qualified or 
licensed and authorized, in the aggregate for all such failures, could 
reasonably be expected to have a material adverse effect on the business, 
prospects, profits, Properties or condition (financial or otherwise) of the 
Company, and has full right and authority to enter into this Agreement, and 
to perform each and all of the matters and things provided for in this 
Agreement, the Amended Note Agreement and the Amended Notes (defined below).

     2.2  PENDING LITIGATION. There are no proceedings, actions or 
investigations pending, or to the knowledge of the Company, threatened, 
against the Company or any Subsidiary in any court or before any governmental 
authority or arbitration board or tribunal that, in the aggregate for all 
such proceedings, actions or investigations has had or could reasonably be 
expected to have a material adverse effect on the business, prospects, 
profits, Properties or condition (financial or otherwise) of the Company and 
its Subsidiaries, taken as a whole, or the ability of the Company to perform 
its obligations set forth in this Agreement, the Amended Note Agreement or 
the Amended Notes.

     2.3  NO DEFAULTS.  No event has occurred and is continuing and no 
condition exists which, upon execution and delivery of this Agreement, would 
constitute a Default or Event of Default. The Company is not in default in 
the payment of principal or interest on any Debt the aggregate outstanding 
balance of which is equal to or in excess of One Million Dollars ($1,000,000) 
and is not in default under any instrument or instruments or agreements under 
and subject to which any such Debt has been issued and no event has occurred 
and is continuing under the provisions of any such instrument or agreement 
which with the lapse of time or the giving of notice, or both, would 
constitute a default or an event of default thereunder.

     2.4  FULL DISCLOSURE.  None of the written statements, documents or 
other written materials furnished by, or on behalf of, the Company to the 
Holders in connection with the


                                       2          
<PAGE>

negotiation, execution and delivery of this Agreement contain any untrue 
statement of a material fact or omit a material fact necessary to make the 
statements contained therein or herein not misleading in light of the 
circumstances in which they were made. There is no fact which the Company has 
not disclosed to the Holders which materially affects adversely or, so far as 
the Company can now foresee, will materially affect adversely the business, 
prospects, profits, Properties or condition (financial or otherwise) of the 
Company and its Subsidiaries, taken as a whole, or the ability of the Company 
to perform its obligations set forth in this Agreement, the Amended Note 
Agreement or the Amended Notes.

     2.5  TRANSACTION IS LEGAL AND AUTHORIZED.  The execution and delivery by 
the Company of this Agreement, the consummation of each of the transactions 
contemplated by this Agreement and the compliance by the Company with all the 
provisions of this Agreement, the Amended Note Agreement and the Amended 
Notes: (i) are within the corporate powers of the Company; and (ii) are legal 
and do not conflict with, result in any breach in any of the provisions of, 
or constitute a default (or require any consent other than the consents 
heretofore obtained) under, or result in the creation of any Lien upon any 
Property of the Company or any Subsidiary under the provisions of, the 
certificate of incorporation or by-laws of the Company or any Subsidiary or 
any agreement or instrument to which the Company or any Subsidiary is a party 
or by which it or any of its Property may be bound.

     2.6  GOVERNMENTAL CONSENT.  Neither the nature of the Company or any 
Subsidiary, or of any of their respective businesses or Properties, nor any 
relationship between the Company or any Subsidiary and any other Person, nor 
any circumstance in connection with the execution and delivery of this 
Agreement and the Amended Notes, is such as to require an order, consent, 
approval, license, authorization or validation of, or filing, recording, 
registration or qualification with, any court or administrative or 
governmental authority on the part of the Company as a condition to (a) the 
execution, delivery or performance of this Agreement, the Amended Note 
Agreement or the Amended Notes, or (b) the legality, validity, binding effect 
or enforceability of this Agreement, the Amended Note Agreement or the 
Amended Notes.

     2.7  OBLIGATIONS ARE ENFORCEABLE.  The obligations of the Company set 
forth in this Agreement, the Amended Note Agreement and the Amended Notes are 
valid, binding and enforceable in accordance with their respective terms, 
except as such enforceability may be: (i) limited by applicable bankruptcy, 
reorganization, arrangement, insolvency, moratorium, or other similar laws 
affecting the enforceability of creditors' rights generally; and (ii) subject 
to the availability of equitable remedies.

     2.8  COMPLIANCE WITH LAW.  The Company and each Subsidiary is in 
compliance with all laws, ordinances, governmental rules or regulations to 
which it is subject, the violation of which could have a material adverse 
effect on the business, prospects, profits, Properties or condition Financial 
or otherwise) of the Company and its Subsidiaries, taken as a whole, or the 
ability of the Company or any Subsidiary to perform its respective 
obligations set forth in this Agreement, the Amended Note Agreement or the 
Amended Notes.

                                       3             
<PAGE>

SECTION 3.  CONDITIONS PRECEDENT

     The amendments to the Existing Note Agreement and the Existing Notes 
shall become effective on the date (the "EFFECTIVE DATE") upon which all of 
the following conditions precedent have been satisfied:

     3.1  CONSENT OF ALL HOLDERS.  The Company and all of Holders shall have 
executed and delivered this Agreement.

     3.2  OPINION OF COUNSEL.  You shall have received from Norman R. Soland, 
Esq., General Counsel to the Company, a closing opinion, dated the Effective 
Date, substantially in the form set forth in Exhibit B attached hereto, and 
as to such other matters as you may reasonably request. This Section 3.2 
shall constitute direction by the Company to Messr. Soland to deliver such 
closing opinion to you.

     3.3  WARRANTIES AND REPRESENTATIONS TRUE; COMPLIANCE WITH AGREEMENT.

          (a) WARRANTIES AND REPRESENTATIONS TRUE. The warranties and 
     representations contained in Section 2 shall be true on the Effective 
     Date with the same effect as though made on and as of that date.

          (b) COMPLIANCE WITH THIS AGREEMENT. The Company shall have performed 
     and complied with all agreements and conditions contained herein that are 
     required to be performed or complied with by the Company on or prior to 
     the Effective Date, and such performance and compliance shall remain in 
     effect on the Effective Date.

     3.4  OFFICER'S CERTIFICATES. You shall have received:

          (a) a certificate dated the Effective Date and signed by a senior 
     officer of the Company, substantially in the form of Exhibit C attached 
     hereto; and

          (b) a certificate dated the Effective Date and signed by the 
     Secretary or an Assistant Secretary of the Company, substantially in the 
     form of Exhibit D attached hereto.

     3.5  DELIVERY AND EXCHANGE OF NOTES. On the Effective Date, the Company 
shall execute and deliver to each Holder, in exchange for the Existing Notes 
held by such Holder, Amended Notes, dated the date of the last interest 
payment on the Existing Notes, with the registration numbers and in the 
principal amounts set forth on Annex 1 hereto and in the form of Exhibit A 
attached hereto.

      3.6  PRIVATE PLACEMENT NUMBER. The Company shall have obtained or caused 
to be obtained a private placement number for the Amended Notes from the 
CUSIP Service Bureau of Standard & Poor's, a division of McGraw-Hill, Inc., 
and you shall have been informed of such private placement number.

     3.7  EXPENSES.  All fees and disbursements required to be paid pursuant 
to Section 5.3 shall have been paid in full.

                                       4              
<PAGE>

     3.8  PROCEEDINGS SATISFACTORY.  All proceedings taken in connection with 
the execution and delivery of this Agreement and the transactions 
contemplated hereby shall be satisfactory to the Holders and their special 
counsel; and the Holders and their special counsel shall have received copies 
of such documents and papers as they may reasonably request in connection 
therewith.

SECTION 4.  AMENDMENTS TO EXISTING NOTE AGREEMENT AND EXISTING NOTES.

     4.1  AMENDMENT TO SECTION 1.1 OF THE EXISTING NOTE AGREEMENT.  Section 
1.1 of the Existing Note Agreement is hereby amended to read in its entirety 
as follows:

          1.1  DESCRIPTION OF NOTES.

          (a) On March 22, 1996, the Company authorized issue and sale of its 
     7.13% Senior Notes due October 1, 2011 in the aggregate principal amount 
     of $30,000,000 (the "ORIGINAL NOTES"), dated the date of issue, bearing 
     interest from such date at the rate of 7.13% PER ANNUM on the principal 
     amount from time to time outstanding, such interest to be payable 
     semi-annually on the first day of April and October in each year 
     (commencing on October 1, 1996) and at maturity and bearing interest on 
     overdue principal (including any overdue required or optional prepayment 
     of principal) and premium, if any, and (to the extent legally 
     enforceable) overdue installments of interest at the rate of 8.13% PER 
     ANNUM from and after the maturity thereof, whether by acceleration or 
     otherwise, until paid, such Original Notes to mature on October 1, 2011 
     and be substantially in the form of Exhibit A to this Agreement, as in 
     effect on the Closing Date.

          (b) Pursuant to the Third Amendment Agreement, the Company and the 
     holders of the Original Notes agreed to amend and restate in full the 
     Original Notes substantially in the form attached to the Third Amendment 
     Agreement as Exhibit A (the "FIRST AMENDED AND RESTATED NOTES"), such 
     First Amended and Restated Notes to be designated "First Amended and 
     Restated 8.13% Senior Notes Due October 1, 2006"; dated October 1, 1996; 
     bear interest on the principal amount from time to time outstanding 
     at the rate of 7.13% PER ANNUM from and including October 1, 1996 
     through and including January 14, 1997, and at the rate of 8.13% from 
     and after January 15, 1997, such interest to be payable semi-annually 
     on the first day of April and October in each year (commencing on April 
     1, 1997) and at maturity; bear interest on overdue principal (including 
     any overdue required or optional prepayment of principal) and premium, 
     if any, and (to the extent legally enforceable) overdue installments of 
     interest, at the rate of 9.13% PER ANNUM from and after the maturity 
     thereof, whether by acceleration or otherwise, until paid; and mature on 
     October 1, 2006. The First Amended and Restated Notes bore additional 
     interest at the rate of 0.50% per ANNUM during any Interest Rate Event 
     Period.

          (c) Pursuant to the Fourth Amendment Agreement, the Company and the 
     holders of the First Amended and Restated Notes

                                       5              
<PAGE>

     agreed to amend and restate in full the First Amended and Restated Notes 
     substantially in the form attached to the Fourth Amendment Agreement as 
     Exhibit A (the "SECOND AMENDED AND RESTATED NOTES"), such Second Amended 
     and Restated Notes to be designated "Second Amended and Restated 8.38% 
     Senior Notes Due October 1, 2006"; dated October 1, 1997; bear interest 
     on the principal amount from time to time outstanding at the rate of 
     8.13% PER ANNUM from (and including) October 1, 1997 until (but NOT 
     including) October 16, 1997, and at the rate of 8.38% from (and 
     including) October 16, 1997 to (and including) the date of maturity 
     thereof, such interest to be payable semi-annually on the first day of 
     April and October in each year and at maturity; bear interest (payable 
     on demand) on overdue principal (including any overdue required or 
     optional prepayment of principal) and premium, if any, and (to the 
     extent legally enforceable) overdue installments of interest at the rate 
     of 9.38% PER ANNUM from and after the maturity thereof, whether by 
     acceleration or otherwise, until paid; and mature on October 1, 2006. 
     Notwithstanding anything contained herein to the contrary, in addition 
     to the stated interest rate applicable to the Second Amended and 
     Restated Notes (including, without limitation, the interest rate 
     applicable to overdue payments in respect of the Second Amended and 
     Restated Notes), the Second Amended and Restated Notes shall bear 
     additional interest at the rate of 0.50% PER ANNUM during any Interest 
     Rate Event Period.

          (d) The term "NOTES" as used herein shall include each Note 
     delivered pursuant to this Agreement and the separate agreements with 
     the other purchasers named in Schedule I hereto, and shall be deemed (i) 
     when reference is made to a date prior to the Third Amendment Effective 
     Date, to be a reference to the Original Notes, (ii) when reference is 
     made to a date on or after the Third Amendment Effective Date but prior 
     to the Fourth Amendment Effective Date, to be a reference to the First 
     Amended and Restated Notes, and (iii) when reference is made to a date 
     on or after the Fourth Amendment Effective Date, to be a reference to 
     the Second Amended and Restated Notes.

          (e) Interest on the Notes will be computed on the basis of a 
     360-day year of twelve 30-day months. You and the other purchasers named 
     in Schedule I hereto are hereinafter sometimes referred to as the 
     "PURCHASERS". The Notes are not subject to prepayment or redemption at 
     the option of the Company prior to their expressed maturity dates except 
     on the terms and conditions and in the amounts and with the premium, if 
     any, set forth in Section 2 of this Agreement. The terms which are 
     capitalized herein shall have the meanings specified in Section 5 unless 
     the context shall otherwise require.

     4.2  AMENDMENT TO SECTION 5.1 OF THE EXISTING NOTE AGREEMENT.  Section 
5.1 of the Existing Note Agreement is hereby amended to modify in their 
entirety or add, each in their proper alphabetical order, the following 
defined terms:

                                       6              
<PAGE>

          "ADJUSTED SPECIAL CHARGE" shall mean an amount, limited (for 
     purposes of this Agreement) to $28,749,000, taken as part of a special 
     charge to income by the Company for its fiscal quarter ended October 4, 
     1997.

          "AGREEMENT, THIS" shall mean this Note Agreement dated as of March 
     22, 1996, as amended, restated or otherwise modified from time to time.

          "FIRST AMENDED AND RESTATED NOTES" IS defined in Section 1.1 hereof.

          "FOURTH AMENDMENT AGREEMENT" shall mean that certain Fourth 
     Amendment Agreement, dated as of December 1,1997, among the Company and 
     the holders of the Notes, pursuant to which the Note Agreement and the 
     Notes have been amended in accordance with the terms thereof.

          "FOURTH AMENDMENT EFFECTIVE DATE" shall mean "Effective Date" as 
     defined in the Fourth Amendment Agreement.

          "NET INCOME AVAILABLE FOR FIXED CHARGES" for any period shall mean 
     the sum of (i) Consolidated Net Income during such period, PLUS (ii) (to 
     the extent deducted in determining Consolidated Net Income) all 
     provisions for any federal, state or other income taxes paid by the 
     Company and its Subsidiaries during such period, PLUS (iii) Fixed 
     Charges of the Company and its Subsidiaries during such period, PLUS 
     (iv) with respect to each period of twelve consecutive months ending 
     October 4, 1997, January 3, 1998, March 28, 1998 or June 20, 1998, the 
     Adjusted Special Charge (but only to the extent the Adjusted Special 
     Charge was deducted in determining Consolidated Net Income for such 
     period).

          "NOTE AGREEMENT" shall mean, collectively, this Agreement and the 
     similar agreements referred to in Section 1.3, in each case as amended, 
     restated or otherwise modified from time to time.

          "ORIGINAL NOTES" is defined in Section 1.1 hereof.

          "SECOND AMENDED AND RESTATED NOTES" is defined in Section 1.1 
     hereof.

          "THIRD AMENDMENT AGREEMENT" shall mean that certain Third Amendment 
     Agreement, dated as of January 15, 1997, among the Company and the 
     holders of the Notes, pursuant to which the Note Agreement and the Notes 
     have been amended in accordance with the terms thereof.

          "THIRD AMENDMENT EFFECTIVE DATE" shall mean "Effective Date" as 
     defined in the Third Amendment Agreement.

          "TOTAL CAPITALIZATION" shall mean the sum of (a) Debt of the 
     Company and its Subsidiaries, (b) deferred income taxes of the Company 
     and its Subsidiaries, and (c) Stockholders' Equity.

                                       7              
<PAGE>

     4.3  AMENDMENT TO SECTION 5.1 OF THE EXISTING NOTE AGREEMENT. Section 
5.1 of the Existing Note Agreement is hereby further amended so that the 
reference to "8.13%" contained in the definition of "Make Whole Premium" 
shall instead read "8.38%".

     4.4  AMENDMENT TO EXHIBIT A TO THE EXISTING NOTE AGREEMENT.  The Company 
and, subject to the satisfaction of the conditions set forth in Section 3, 
each Holder, each hereby consents and agrees to the amendment and 
restatement, in its entirety, of the form of Note set forth as Exhibit A to 
the Existing Note Agreement, to be in the form of Exhibit A attached to this 
Agreement. All references to "Exhibit A" in the Amended Note Agreement shall, 
if in reference to a date on or after the Effective Date, refer to the form 
of Note as amended and restated hereby.

     4.5  AMENDMENT TO EXISTING NOTES.  The Company and, subject to the 
satisfaction of the conditions set forth in Section 3, each Holder, hereby 
consents and agrees that each outstanding Existing Note shall be deemed to be 
amended and restated to conform with the form of Note attached hereto as 
Exhibit A, without any further action on the part of the Company or any 
Holder (each such Existing Note, as amended hereby, is herein referred to, 
individually, as an "AMENDED NOTE", and collectively, as the "AMENDED 
NOTES"). Upon surrender of any outstanding Existing Note, the Company shall 
deliver to the registered holder thereof an Amended Note in the form attached 
as Exhibit A hereto, dated the date of the last interest payment thereon, and 
be in the outstanding principal amount of such Existing Note.

5.  MISCELLANEOUS.

     5.1  SUCCESSORS AND ASSIGNS; EFFECT OF AMENDMENT.  This Agreement shall 
be binding upon, and shall inure to the benefit of, the successors and 
assigns of the parties hereto and the holders from time to time of the Notes. 
Except as amended herein, the terms and provisions of the Existing Note 
Agreement and the Existing Notes are hereby ratified, confirmed and approved 
in all respects.

     5.2  NO LEGEND REQUIRED.  Any and all notices, requests, certificates 
and other instruments, including, without limitation, the Notes, may refer to 
the Note Agreement without making specific reference to this Fourth Amendment 
Agreement, but nevertheless all such references shall be deemed to include 
this Fourth Amendment Agreement unless the context shall otherwise require.

     5.3  FEES AND EXPENSES.  On the Effective Date, the Company shall pay 
all reasonable costs and expenses of the Holders relating to this Agreement, 
including, but not limited to, the statement for reasonable fees and 
disbursements of the Holders' special counsel presented to the Company on or 
prior to the Effective Date. The Company will also pay, upon receipt of any 
statement thereof, each additional statement for reasonable fees and 
disbursements of the Holders' special counsel rendered after the Effective 
Date in connection with this Agreement. The obligations of the Company under 
this Section 5.3 shall survive the termination of this Agreement.

     5.4  SURVIVAL.  All warranties, representations, certifications and 
covenants made by the Company in this Agreement or in any certificate or 
other instrument delivered by it or on its behalf under this Agreement shall 
be considered to have been relied upon by the Holders and shall survive the 
execution of this Agreement, regardless of any investigation made by or on 
behalf of

                                       8              
<PAGE>

any Holder. All such statements made herein or in any such certificate or 
other instrument shall constitute warranties and representations of the 
Company under this Agreement and the Amended Note Agreement.

     5.5  GOVERNING LAW.  This Agreement shall be governed by, and construed 
in accordance with, internal Minnesota law.

     5.6  SECTION HEADINGS, ETC.  The titles of the Sections hereof appear as 
a matter of convenience only, do not constitute a part hereof and shall not 
affect the construction hereof. The words "herein," "hereof," "hereunder" and 
"hereto" refer to this Agreement as a whole and not to any particular Section 
or other subdivision. References to Sections are, unless otherwise specified, 
references to Sections of this Agreement. References to Annexes and Exhibits 
are, unless otherwise specified, references to Annexes and Exhibits attached 
to this Agreement.

     5.7  DUPLICATE ORIGINALS; EXECUTION IN COUNTERPART.  Two or more 
duplicate originals of this Agreement may be signed by the parties, each of 
which shall be an original but all of which together shall constitute one and 
the same instrument. This Agreement may be executed in one or more 
counterparts and shall be effective when at least one counterpart shall have 
been executed by each party to this Agreement, and each set of counterparts 
which, collectively, show execution by each such party to this Agreement 
shall constitute one duplicate original.



    [Remainder of Page Intentionally Blank. Next Page is signature page.]





                                       9              
<PAGE>

   IN WITNESS WHEREOF, the Company and the Holders have executed this 
Agreement as of the date first above written.

                                       NASH-FINCH COMPANY


                                       By /s/ SUZANNE S. ALLEN
                                          --------------------------------
                                          Name: Suzanne S. Allen
                                          Title: Treasurer

Accepted:

HARTFORD LIFE INSURANCE COMPANY 
By The Hartford Investment Management Company
and by Hartford Investment Services, Inc., 
its Agents and Attorneys-in-Fact


By 
   --------------------------------
   Name: 
   Title:

HARTFORD CASUALTY INSURANCE COMPANY 
By The Hartford Investment Management Company 
and by Hartford Investment Services, Inc., 
its Agents and Attorneys-in-Fact


By 
   --------------------------------
   Name: 
   Title:

RELIASTAR LIFE INSURANCE COMPANY


By 
   --------------------------------
   Name: 
   Title:

NORTHERN LIFE INSURANCE COMPANY


By 
   --------------------------------
   Name: 
   Title:

                                                      
<PAGE>

     IN WITNESS WHEREOF, the Company and the Holders have executed this 
Agreement as of the date first above written.

                                       NASH-FINCH COMPANY


                                       By
                                          --------------------------------
                                          Name:
                                          Title:

Accepted:

HARTFORD LIFE INSURANCE COMPANY
By The Hartford Investment Management Company
and by Hartford Investment Services, Inc.,
its Agents and Attorneys-in-Fact


By /s/ Betsy Roberts
   --------------------------------
   Name: BETSY ROBERTS
   Title: SENIOR VICE PRESIDENT

HARTFORD CASUALTY INSURANCE COMPANY
By The Hartford Investment Management Company 
and by Hartford Investment Services, Inc., 
its Agents and Attorneys-in-Fact


By /s/ Betsy Roberts
   --------------------------------
   Name: BETSY ROBERTS
   Title: SENIOR VICE PRESIDENT

RELIASTAR LIFE INSURANCE COMPANY


By 
   --------------------------------
   Name: 
   Title:

NORTHERN LIFE INSURANCE COMPANY


By 
   --------------------------------
   Name: 
   Title:

                                                      
<PAGE>

     IN WITNESS WHEREOF, the Company and the Holders have executed this 
Agreement as of the date first above written.

                                       NASH-FINCH COMPANY


                                       By 
                                          --------------------------------
                                          Name: 
                                          Title:

Accepted:

HARTFORD LIFE INSURANCE COMPANY
By The Hartford Investment Management Company
and by Hartford Investment Services, Inc.,
its Agents and Attorneys-in-Fact


By 
   --------------------------------
   Name: 
   Title:

HARTFORD CASUALTY INSURANCE COMPANY
By The Hartford Investment Management Company
and by Hartford Investment Services, Inc.,
its Agents and Attorneys-in-Fact


By 
   --------------------------------
   Name: 
   Title:

RELIASTAR LIFE INSURANCE COMPANY


By /s/ James V. Wittich
   --------------------------------
   Name:  James V. Wittich
   Title: Authorized Representative

NORTHERN LIFE INSURANCE COMPANY


By /s/ James V. Wittich
   --------------------------------
   Name: James V. Wittich
   Title: Assistant Treasurer

                                                      
<PAGE>

                                   ANNEX 1
                      (TO FOURTH AMENDMENT AGREEMENT) 

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
   Names and Addresses of           Registration Number and  Registration Number and
            of                         Principal Amount of     Principal Amount of
    Registered Holders                    Existing Notes          Amended Notes
------------------------------------------------------------------------------------
<S>                                 <C>                      <C>
HARTFORD LIFE INSURANCE COMPANY          R-5; $15,000,000       R-1; $15,000,000
c/o Hartford Investment Management
Company
P.O. Box 1744
Hartford, Connecticut 06114-1744
------------------------------------------------------------------------------------
HARTFORD CASUALTY INSURANCE COMPANY      R-6; $ 5,000,000       R-2; $ 5,000,000
c/o Hartford Investment Management
Company
P.O. Box 1744
Hartford, Connecticut 06114-1744
------------------------------------------------------------------------------------
RELIASTAR LIFE INSURANCE COMPANY         R-3; $ 4,000,000       R-3; $ 4,000,000
c/o ReliaStar Investment Research
100 Washington Avenue South
Suite 800
Minneapolis, MN 55401-2147
------------------------------------------------------------------------------------
NORTHERN LIFE INSURANCE COMPANY          R-4; $ 6,000,000       R-4; $ 6,000,000
ReliaStar Investment Research, Inc.
100 Washington Square, Suite 800
Minneapolis, MN 55401-2147
------------------------------------------------------------------------------------
</TABLE>

                                    Annex 1-1
<PAGE>

                                    EXHIBIT A
                         (TO FOURTH AMENDMENT AGREEMENT)

                                  [FORM OF NOTE]

                                NASH-FINCH COMPANY

        SECOND AMENDED AND RESTATED 8.38% SENIOR NOTE DUE OCTOBER 1, 2006

                                  PPN: 631158 G* 7

No. R-                                                                    [Date]
      --------

$
 ----------

     NASH-FINCH COMPANY, a Delaware corporation (the "COMPANY'), for value 
received hereby promises to pay to

                  or registered assigns the principal amount of

                                                            DOLLARS ($         )

on October 1, 2006, together with interest (computed on the basis of a 
360-day year of twelve consecutive 30-day months) on the principal amount 
from time to time remaining unpaid hereon (i) at the rate of 8.13% PER ANNUM 
from the date hereof until (but NOT including) October 16, 1997, and (ii) at 
the rate of 8.38% PER ANNUM from (and including) October 16, 1997, until (and 
including) the date of maturity hereof, in each case, in installments payable 
on the first (1st) day of April and October in each year, commencing on the 
later of April 1, 1998 or the payment date next succeeding the date hereof. 
The Company further promises to pay on demand interest on each overdue 
installment of principal, premium, if any, and (to the extent legally 
enforceable) on each overdue installment of interest, at the rate of 9.38% 
PER ANNUM, in each case from and after the maturity of each such installment, 
whether by acceleration or otherwise, until paid. Subject to Section 2.5 of 
the Note Agreements hereinafter referred to, the principal hereof, premium, 
if any, and interest hereon are payable at the principal office of the 
Company in Minneapolis, Minnesota, in coin or currency of the United States 
of America which at the time of payment shall be legal tender for payment of 
public and private debts. Notwithstanding anything contained herein to the 
contrary, in addition to the stated interest rate applicable to the Notes 
(including, without limitation, the interest rate applicable to overdue 
payments in respect of the Notes), the Notes shall bear additional interest 
at the rate of 0.50% PER ANNUM during any Interest Rate Event Period.

     This Note is one of the Second Amended and Restated 8.38% Senior Notes 
due October 1, 2006 of the Company in the aggregate principal amount of 
$30,000,000 (the "NOTES") issued or to be issued under and pursuant to the 
terms and provisions of separate and several Note Agreements each dated as of 
March 22, 1996 (collectively, as amended from time to time, the "NOTE 
AGREEMENTS") entered into by the Company with the institutional investors 
named in Schedule I thereto, as amended by that certain First Amendment dated 
as of November 15, 1996, that certain Second Amendment dated as of November 15, 
1996, that certain Third Amendment

                                    Exhibit A-1
<PAGE>

Agreement dated as of January 15, 1997 and that certain Fourth Amendment 
Agreement dated as of December 1, 1997. This Note and the holder hereof are 
entitled equally and ratably with the holders of all other Notes outstanding 
under the Note Agreements to all the benefits provided for thereby or 
referred to therein, to which Note Agreements reference is hereby made for 
the statement thereof. Capitalized terms used in this Note and not otherwise 
defined herein shall have the respective meanings ascribed thereto in the 
Note Agreements.

     This Note and the other Notes outstanding under the Note Agreements may 
be declared due prior to their expressed maturity date, all in the events, on 
the terms and in the manner and amounts as provided in the Note Agreements.

     The Company promises to make required prepayments of principal (in 
certain cases together with any applicable premium) on the dates and in the 
amounts specified in the Note Agreements. The Notes are not subject to 
prepayment or redemption at the option of the Company prior to their 
expressed maturity dates except on the terms and conditions and in the 
amounts and with the premium, if any, set forth in the Note Agreements.

     This Note is registered on the books of the Company and is transferable 
only by surrender thereof at the principal office of the Company duly 
endorsed or accompanied by a written statement of transfer duly executed by 
the registered holder of this Note or his attorney duly authorized in 
writing. Payment of or on account of principal, premium, if any, and interest 
on this Note shall be made only to or upon the order in writing of the 
registered holder.

     The Notes amend and restate, and have been delivered in substitution for 
and replacement of, $30,000,000 in aggregate principal amount of the 
Company's First Amended and Restated 8.13% Senior Notes due October 1, 2006 
(the "FIRST AMENDED AND RESTATED NOTES"), formerly executed by the Company 
and payable to the original holders of the Notes. The obligations formerly 
evidenced by the First Amended and Restated Notes are continuing obligations 
and nothing contained in the Notes shall be deemed to constitute payment, 
settlement or a novation of the First Amended and Restated Notes.

                                       NASH-FINCH COMPANY

                                       By
                                          ------------------------------
                                          Name:
                                          Title:

                                    Exhibit A-2
<PAGE>

                                     EXHIBIT B
                          (TO FOURTH AMENDMENT AGREEMENT)

                [FORM OF CLOSING OPINION OF COUNSEL TO THE COMPANY]

                       [LETTERHEAD OF NORMAN R. SOLAND, ESQ.]

                                       [Effective Date]

To the Institutional Investors
 listed on Annex 1 hereto

Ladies and Gentlemen:

     Reference is made to the Fourth Amendment Agreement (the "FOURTH 
AMENDMENT AGREEMENT"), dated as of December 1, 1997, among Nash-Finch 
Company, a Delaware corporation (the "COMPANY") and the institutional 
investors parties thereto (the "HOLDERS"), in respect of the Company's 
separate Note Agreements dated as of March 22, 1996 (collectively, as amended 
by that certain First Amendment dated as of November 15, 1996, that certain 
Second Amendment dated as of November 15, 1996 and that certain Third 
Amendment Agreement dated as of January 15, 1997, the "EXISTING NOTE 
AGREEMENT", and as further amended by the Fourth Amendment Agreement, the 
"AMENDED NOTE AGREEMENT"). Capitalized terms used herein and not otherwise 
defined herein have the respective meanings ascribed thereto in the Amended 
Note Agreement.

     I am General Counsel of the Company, and have acted in such capacity in 
connection with the transactions contemplated by the Fourth Amendment 
Agreement. This opinion is delivered to you pursuant to Section 3.2 of the 
Fourth Amendment Agreement. In acting as such capacity, I have examined:

         (a)  the Fourth Amendment Agreement;

         (b)  the Existing Note Agreement;

         (c)  the Company's Second Amended and Restated 8.38% Senior Notes 
     Due October 1, 2006, substantially in the form of Exhibit A to the 
     Fourth Amendment Agreement and dated October 1, 1997, in the respective 
     principal amounts, bearing the registration numbers and payable to the 
     Holders specified on Annex 1 to the Fourth Amendment Agreement (the 
     "AMENDED NOTES"), which Amended Notes are in the aggregate principal 
     amount of $30,000,000 and have been issued in substitution and 
     replacement of an equal aggregate principal amount of the Company's 
     First Amended and Restated 8.13% Senior Notes Due October 1, 2006 (the 
     "EXISTING NOTES");

          (d)  all other documents executed and delivered by the Company in 
     connection with the transactions contemplated by the Fourth Amendment 
     Agreement; and

                                   Exhibit B-1
<PAGE>

          (e)  a copy of the Restated Certificate of Incorporation of the 
     Company, as amended (the "RESTATED CERTIFICATE OF INCORPORATION"), and 
     as certified on a recent date by the Secretary of the State of Delaware 
     as being true, complete and in effect as of the date thereof;

          (f)  a copy of the bylaws of the Company, as certified by an 
     officer thereof as being true, complete and in effect;

          (g)  resolutions of the Board of Directors of the Company dated 
     [            ], 1997, pursuant to which the Company is authorized, 
     among other things, to enter into the Fourth Amendment Agreement and 
     execute and deliver the Amended Notes, as certified by an officer 
     thereof as being true, complete and in effect;

          (h)  a Good Standing Certificate for the Company, of recent date, 
     issued by the Office of the Secretary of State of Delaware; and

          (i)  originals, or copies certified or otherwise identified to my 
     satisfaction, of such other documents, records, instruments and 
     certificates of public officials as I have deemed necessary or 
     appropriate to enable me to render this opinion.

     In rendering this opinion, I have relied, to the extent I deem necessary
and proper, on warranties and representations as to certain factual matters
contained in the Fourth Amendment Agreement and the certificates of officers of
the Company executed in connection therewith. I have no actual knowledge of any
material inaccuracies in any of such representations and warranties contained
therein.

     In rendering this opinion, I have assumed the following:

          (A)  the authenticity of all documents submitted to me as originals;

          (B)  the conformity of any documents submitted to me as certified 
     or photostatic copies to their respective originals;

          (C)  the authenticity of all signatures (other than those of 
     officers and directors of the Company);

          (D)  the legal capacity of all natural persons;

          (E)  the accuracy of all reports and certificates received from 
     public officials; and

          (F)  as to Persons other than the Company and individuals acting on 
     behalf of the Company, the corporate power, authority and legal right to 
     execute and deliver, the due execution and delivery of, and the 
     enforceability against such Persons of, the Existing Note Agreement, the 
     Fourth Amendment Agreement and the Amended Note Agreement, and all 
     documents, instruments and agreements contemplated thereby.

                                   Exhibit B-2
<PAGE>

     To the extent that the obligations of the Company may be dependent upon 
such matters, I assume that each Holder is duly organized, validly existing 
and in good standing under the laws of its jurisdiction of organization, that 
each has all requisite governmental certificates of authority, licenses, 
permits, consents and qualifications to engage in the transactions covered by 
this opinion and that the Fourth Amendment Agreement has been duly executed 
by an officer or officers of each Holder and that such agreement is a legal, 
valid, binding and enforceable obligation of each Holder.

     Based on the foregoing, I am of the opinion that:

     1.  The Company is a corporation, duly incorporated, validly existing 
and in good standing under the laws of the State of Delaware, and has the 
corporate power and corporate authority to issue the Amended Notes, to 
execute and deliver the Fourth Amendment Agreement and the Amended Notes, and 
to perform its respective obligations under the Fourth Amendment Agreement, 
the Amended Note Agreement and the Amended Notes.

     2.  The Company has full corporate power and corporate authority to 
conduct the activities in which it is now engaged and is duly licensed or 
qualified and is in good standing as a foreign corporation in each 
jurisdiction in which the character of the Properties owned or leased by it 
or the nature of the business transacted by it makes such licensing or 
qualification necessary and where the failure to be so qualified or licensed, 
in the aggregate for all such failures, could reasonably be expected to have 
a material adverse effect on the business, prospects, profits, Properties or 
condition (financial or otherwise) of the Company.

     3.  Each of the Fourth Amendment Agreement and the Amended Notes has 
been duly authorized by all necessary corporate action on the part of the 
Company, and has been duly executed and delivered by the Company.

     4.  Each of the Fourth Amendment Agreement, the Amended Note Agreement 
and the Amended Notes constitutes a legal, valid and binding obligation of 
the Company, enforceable against the Company in accordance with its terms, 
subject to bankruptcy, insolvency, fraudulent conveyance or similar laws 
affecting creditors' rights generally, and general principles of equity 
(regardless of whether the application of such principles is considered in a 
proceeding in equity or at law).

     5.  No approval, consent or withholding of objection on the part of, or 
filing, registration or qualification with, any governmental body, Federal, 
state or local, is necessary in connection with the lawful execution, 
delivery and performance of the Fourth Amendment Agreement, the Amended Note 
Agreement or the Amended Notes;

     6.  Neither the issuance of the Amended Notes in substitution and 
exchange for the Existing Notes, nor the execution, delivery and performance 
by the Company of the Fourth Amendment Agreement and Amended Note Agreement, 
as the case may be, conflicts with applicable laws, rules or regulations or 
results in any breach of the provisions of or constitutes a default under or 
results in the creation or imposition of any Lien or encumbrance upon any of 
the Property of the Company pursuant to the provisions of the Restated 
Certificate of Incorporation or By-laws of the Company or any agreement or 
other instrument known to me to which the Company is a party or by which the 
Company may be bound.

                                  Exhibit B-3
<PAGE>

     7.  The issuance, execution and delivery of the Amended Notes under the 
circumstances contemplated by the Fourth Amendment Agreement do not, under 
existing law, require the registration of the Amended Notes under the 
Securities Act of 1933, as amended, or the qualification of an indenture in 
respect thereof under the Trust Indenture Act of 1939 as amended.

     8.  Neither the issuance of the Amended Notes in substitution and 
exchange for the Existing Notes, or the application of the proceeds of the 
Original Notes, has violated or will result in a violation of Section 7 of 
the Securities Exchange Act of 1934, as amended, or any regulations issued 
pursuant thereto, including, without limitation, Regulations G. T and X of 
the Board of Governors of the Federal Reserve System.

     I am an attorney admitted to practice in the State of Minnesota and I 
express no opinion as to any laws other than federal laws of the United 
States of America and the General Corporation Law of the State of Delaware.

     I acknowledge that this opinion is being issued at the request of the 
Company pursuant to Section 3.2 of the Fourth Amendment Agreement and I agree 
that the parties listed on Annex 1 hereto may rely and are relying hereon in 
connection with the consummation of the transactions contemplated by the 
Fourth Amendment Agreement. This opinion is not to be used, circulated, 
quoted or otherwise referred to for any other purpose, except that copies of 
this opinion may be supplied to regulatory authorities having jurisdiction 
over the affairs of any Holder or subsequent holder of an Amended Note. 
Notwithstanding the foregoing, subsequent holders of the Notes may rely on 
this opinion as if it were addressed to them; provided, however, that this 
opinion speaks only as of the date above written, and I hereby expressly 
disclaim any duty to update any of the statements made herein.

                                       Very truly yours,












                                  Exhibit B-4
<PAGE>

                                    ANNEX 1
                                  ADDRESSEES

HARTFORD LIFE INSURANCE COMPANY
c/o Hartford Investment Management Company
P.O. Box 1744
Hartford, Connecticut 06114-1744

HARTFORD CASUALTY INSURANCE COMPANY
c/o Hartford Investment Management Company
P.O. Box 1744
Hartford, Connecticut 06114-1744

RELIASTAR LIFE INSURANCE COMPANY
c/o ReliaStar Investment Research
100 Washington Avenue South
Suite 800
Minneapolis, MN 55401-2147

NORTHERN LIFE INSURANCE COMPANY
ReliaStar Investment Research, Inc.
100 Washington Square, Suite 800
Minneapolis, MN 55401-2147



                                  Exhibit B-5
<PAGE>

                                   EXHIBIT C
                        (TO FOURTH AMENDMENT AGREEMENT)

                        [FORM OF OFFICER'S CERTIFICATE]

                               NASH-FINCH COMPANY
                             CERTIFICATE OF OFFICER

     I, [             ], hereby certify that I am the [                ] 
of NASH-FINCH COMPANY, a Delaware corporation (the "Company"), and that, as 
such, I have access to its corporate records and am familiar with the matters 
herein certified, and I am authorized to execute and deliver this Certificate 
in the name and on behalf of the Company, and that:

     1.  This Certificate is being delivered pursuant to Section 3.4(a) of 
the Fourth Amendment Agreement (the "Fourth Amendment Agreement"), dated as 
of December 1, 1997, among the Company and the Holders (as defined therein), 
in respect of the Company's separate Note Agreements dated as of March 22, 
1996 (collectively, as amended by that certain First Amendment dated as of 
November 15, 1996, that certain Second Amendment dated as of November 15, 
1996, that certain Third Amendment Agreement dated as of January 15, 1997 and 
the Fourth Amendment Agreement, the "Note Agreement"). The terms used in this 
Certificate and not defined herein have the respective meanings specified in 
the Note Agreement.

     2.  The warranties and representations contained in Section 2 of the 
Fourth Amendment Agreement are true on the date hereof with the same effect 
as though made on and as of the date hereof.

     3.  The Company has performed and complied with all agreements and 
conditions contained in the Fourth Amendment Agreement that are required to 
be performed or complied with by the Company before or at the date hereof.

     4.  [                            ], from [                     ], 1997 
[DATE OF RESOLUTIONS] to the date hereof, inclusive, has been and is the duly 
elected, qualified and acting Secretary of the Company, and the signature 
appearing on the Certificate of Secretary dated the date hereof and delivered 
to the Purchasers and the Holders contemporaneously herewith is his genuine 
signature.

     IN WITNESS WHEREOF, I have executed this Certificate in the name and on
behalf of the Company on December [  ], 1997. [EFFECTIVE DATE]

                                       NASH-FINCH COMPANY


                                       By:
                                           ---------------------------------
                                            Name:

                                   Exhibit C-1
<PAGE>

                                    EXHIBIT D
                         (TO FOURTH AMENDMENT AGREEMENT)

                        [FORM OF SECRETARY'S CERTIFICATE]

                                NASH-FINCH COMPANY
                            CERTIFICATE OF SECRETARY]

     I, [          ], hereby certify that I am the duly elected, qualified and 
acting Secretary of NASH-FINCH COMPANY, a Delaware corporation (the 
"Company"), and that, as such, I have access to its corporate records and am 
familiar with the matters herein certified, and I am authorized to execute 
and deliver this Certificate in the name and on behalf of the Company, and 
that:

     1.  This certificate is being delivered pursuant to Section 3.4(b) of 
the Fourth Amendment Agreement (the "Fourth Amendment Agreement"), dated as 
of December 1, 1997, among the Company and the Holders (as defined therein), 
in respect of the Company's separate Note Agreements dated as of March 22, 
1996 (collectively, as amended by that certain First Amendment dated as of 
November 15, 1996, that certain Second Amendment dated as of November 15, 
1996, that certain Third Amendment Agreement dated as of January 15, 1997 and 
the Fourth Amendment Agreement, the "Note Agreement"). The terms used in this 
Certificate and not defined herein have the respective meanings specified in 
the Note Agreement.

     2.  Attached hereto as Attachment A is a true and correct copy of 
resolutions, and the preamble thereto, adopted by the board of directors of 
the Company (the "Board of Directors") on [ _ ], 1997, and such resolutions 
and preamble set forth in Attachment A hereto were duly adopted by the Board 
of Directors and are in full force and effect on and as of the date hereof, 
not having been amended, altered or repealed, and such resolutions are filed 
with the records of the Board of Directors.

     3.  The documents listed below were executed and delivered by the 
Company pursuant to and in accordance with the resolutions set forth in 
Attachment A hereto and said documents as executed are substantially in the 
form submitted to and approved by the Board of Directors as aforementioned:

         (a)  the Fourth Amendment Agreement; and

         (b)  the Second Amended and Restated Notes, in the principal 
     amounts, bearing the registration numbers and payable to the Holders 
     specified on Annex 1 to the Fourth Amendment Agreement.

     4.  Attached hereto as Attachment B is a true, correct and complete copy of
the bylaws of the Company as in full force and effect on and as of the date
hereof, which bylaws were last amended by the Board of Directors on May 9, 1995,
and have been in full effect in said form at all times from such date to the
date hereof, inclusive, without modification or amendment in any respect.

      
                             Exhibit D-1
<PAGE>

     5.  Each of the following named persons is and has been a duly elected, 
qualified and acting officer of the Company holding the office or offices set 
forth below opposite his name from [           ], 1997 [DATE OF RESOLUTIONS] 
to the date hereof, inclusive:

                 [List Only Officers Executing Documents]

<TABLE>
<CAPTION>
     Name                        Office                      Signature
<S>                     <C>                             <C>
                        [Chairman of the-Board]         /s/
                                                            -------------------
                        [President]                     /s/
                                                            -------------------
                        [Vice President, Finance]       /s/
                                                            -------------------
                        [Secretary]                     /s/
                                                            -------------------
                        [Assistant Secretary]           /s/
                                                            -------------------
                        [Treasurer]                     /s/
                                                            -------------------
                        [Comptroller]                   /s/
                                                            -------------------
</TABLE>

     6.  The signature appearing opposite the name of each such person set 
forth above is his or her genuine signature.

     7.  Attached hereto as Attachment C is a true, correct and complete copy 
of the Company's Certificate of Incorporation (including all amendments 
thereto), as in full force and effect on and as of the date hereof, which 
have been in full effect in said form at all times from [           ], 1997 
[DATE OF RESOLUTIONS] to the date hereof, inclusive, without modification or 
amendment in any respect.

     IN WITNESS WHEREOF, I have hereunto set my hand on December [  ], 1997.
[EFFECTIVE DATE]

                                       NASH-FINCH COMPANY


                                       --------------------------------
                                           Secretary



                                   Exhibit D-2
<PAGE>
                                  ATTACHMENT A

                               BOARD OF DIRECTORS
                                NASH-FINCH COMPANY
                               RESOLUTIONS ADOPTED

     WHEREAS, there has been submitted to this Board a draft of the form of 
Fourth Amendment Agreement (together with all annexes and exhibits thereto, 
the "Fourth Amendment Agreement"), to be entered into by the Company and the 
holders of the Company's First Amended and Restated 8.13% Senior Notes Due 
October 1, 2006 (the "Holders"), in respect of the Company's separate Note 
Agreements dated as of March 22, 1996 (collectively, as amended by that 
certain First Amendment dated as of November 15, 1996, that certain Second 
Amendment dated as of November 15, 1996, that certain Third Amendment 
Agreement dated as of January 15, 1997 and the Fourth Amendment Agreement, 
the "Note Agreement"); and

     WHEREAS, this Board has reviewed in detail and discussed the terms and 
provisions of the Fourth Amendment Agreement (including the form of the 
Second Amended and Restated 8.38% Senior Notes Due October 1, 2006 specified 
therein); and

     WHEREAS, on the basis of its review of the Fourth Amendment Agreement 
and of the principal terms and provisions of the transactions provided for 
therein, this Board deems it advisable and in the best interest of the 
Company that the transactions provided in the Fourth Amendment Agreement be 
consummated substantially in accordance with the provisions of the Fourth 
Amendment Agreement; and

     WHEREAS, terms used in these preambles and resolutions and not herein 
defined shall have the respective meanings ascribed to them in the Note 
Agreement;

     NOW THEREFORE, BE IT RESOLVED, that the form of, and each of the terms 
and provisions contained in, the Fourth Amendment Agreement are hereby 
authorized and approved in each and every respect; and each and every 
transaction effected or to be effected pursuant to and substantially in 
accordance with the terms of the Fourth Amendment Agreement and the Note 
Agreement, including, but not limited to, each specific transaction that is 
described, authorized and approved in these resolutions, is hereby authorized 
and approved in each and every respect; and

     RESOLVED, that the Company enter into the Second Amendment Agreement 
with the Holders; and that each of the Chairman of the Board, the President, 
any Vice President, the Treasurer and each other officer of the Company (each 
an "Authorized Officer") is hereby severally authorized to execute and 
deliver, in the name and on behalf of the Company, the Fourth Amendment 
Agreement, substantially in the form thereof presented to this Board and 
heretofore approved, with such changes therein as shall be approved by the 
officer executing and delivering the same, such approval to be evidenced 
conclusively by such execution and delivery; and

     RESOLVED, that the Company amend and restate the First Amended and 
Restated Notes in the form of the Second Amended and Restated Note set forth 
as Exhibit A to the Fourth

                                  Exhibit D-3
<PAGE>

Amendment Agreement to, among other things, increase the interest rate 
applicable to the Notes from 8.13% PER ANNUM to 8.38% PER ANNUM as provided 
in the Fourth Amendment Agreement, and that each Authorized Officer is hereby 
severally authorized to execute and deliver the Second Amended and Restated 
Notes in the name of the Company, substantially in the form attached to the 
Fourth Amendment Agreement and presented to the Board and heretofore 
approved, with such changes therein as shall be approved by the officer or 
officers executing and delivering the same, such approval to be evidenced 
conclusively by such execution and delivery; and

     RESOLVED, that this Board hereby authorizes each of the Authorized 
Officers, severally, to execute and deliver for and on behalf of the Company 
the certificates required by the Fourth Amendment Agreement; and

     RESOLVED, that the Authorized Officers and any person or persons 
designated and authorized so to act by any Authorized Officer are hereby each 
severally authorized to do and perform or cause to be done and performed, in 
the name and on behalf of the Company, all other acts, to pay or cause to be 
paid, on behalf of the Company, all related costs and expenses and to execute 
and deliver or cause to be executed and delivered such other notices, 
requests, demands, directions, consents, approvals, orders, applications, 
agreements, instruments, certificates, undertakings, supplements, amendments, 
further assurances or other communications of any kind, under the corporate 
seal of the Company or otherwise and in the name of and on behalf of the 
Company or otherwise, as he, she or they may deem necessary, advisable or 
appropriate to effect the intent of the foregoing Resolutions or to comply 
with the requirements of the instruments approved and authorized by the 
foregoing Resolutions, including but not limited to the Fourth Amendment 
Agreement and the Second Amended and Restated Notes; and

     RESOLVED, that any acts of any Authorized Officer of the Company and of 
any person or persons designated and authorized to act by any Authorized 
Officer of the Company, which acts would have been authorized by the 
foregoing Resolutions except that such acts were taken prior to the adoption 
of such Resolutions, are hereby severally ratified, confirmed, approved and 
adopted as the acts of the Company; and

     RESOLVED, that each of the Secretary and each Assistant Secretary of the 
Company is hereby severally authorized and empowered to certify to the 
passage of the foregoing Resolutions and to execute and deliver for and on 
behalf of the Company the certificates required by the Fourth Amendment 
Agreement under the seal of this Company or otherwise.

                                  Exhibit D-4
<PAGE>

                                  Attachment B

                             Bylaws of the Company


[TO BE SUPPLIED BY COMPANY]




                                 Exhibit D-5
<PAGE>

                                 Attachment C

                         Certificate of Incorporation
                                of the Company


[TO BE SUPPLIED BY COMPANY]







                                  Exhibit D-6