**Exhibit 10.13**

 

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

**(2003 REVISION**)

** **

**SecondDeclaration 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 “Plan”), the undersigned hereby amends such Plan effective December 27,2004 to provide that there may be no new participants in the Plan after December 31,2004, that no election may be made under the Plan to defer Director CashCompensation with respect to any Plan Year beginning after December 31,2004, and that no Director Cash Compensation may be deferred under the Planafter December 31, 2004, with the timing of any deferral determined in amanner consistent with Internal Revenue Code section 409A and theregulations, rulings and guidance issued thereunder by the U.S. TreasuryDepartment and the Internal Revenue Service. Specific provisions of the Plan are amended in the manner describedbelow.

 

1.                                       The first twosentences of Section 2.1(b) are amended to read as follows:

 

“(b)                           Each individualwho is a Qualified Director on the first day of a calendar year that beginsprior to December 31, 2004 is eligible to make deferral elections pursuantto Section 3.3 with respect to such calendar year.  An individual who becomes a QualifiedDirector after the first day of a calendar year that begins prior to December 31,2004 is eligible to make deferral elections pursuant to Section 3.3 withrespect to the remainder of such calendar year.”

 

# 4.                                       Section 3.3(b) is amended to read asfollows:

#  

# “(b)                           With respect to services to be performedduring a calendar year that begins prior to December 31, 2004, a QualifiedDirector may elect to defer all or any portion of his or her Director CashCompensation relating to his or her services as a Qualified Director duringsuch calendar year.  Any portion soelected will automatically apply to the Qualified Director’s Director CashCompensation as adjusted from time to time during such calendar year.”

# 5.                                       The introductory clause of Section 7.11is amended to read as follows:

#  

“‘Director Cash Compensation’means all amounts payable in cash by the Company to a Qualified Director forhis or her services to the Company as a QualifiedDirector during any calendar year that begins prior to December 31, 2004,”.

 

 

**IN WITNESS WHEREOF**, theundersigned has caused this instrument to be executed by its duly authorizedofficers this 27th day of December, 2004.

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

 

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