Exhibit 10.5

Form of Change in Control Agreement

[Date]

«First_NameMiddle_Initial»
«Last_Name»
«Address»

Dear
«MrMs» «Last_Name»:

You
are presently the «Title» of Nash Finch Company, a Delaware corporation. The Company considers the establishment and maintenance of a sound and vital management to be
essential to protecting and enhancing the best interests of the Company and its stockholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the
possibility of a Change in Control may arise and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management
personnel to the detriment of the Company and its stockholders.

Accordingly,
the Board has determined that appropriate steps should be taken to minimize the risk that Company management will depart prior to a Change in Control, thereby leaving the Company without
adequate management personnel during such a critical period, and that appropriate steps also be taken to reinforce and encourage the continued attention and dedication of members of the Company's
management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control. In particular, the Board believes it important, should Nash Finch Company
or its stockholders receive a proposal of transfer of control, that you be able to continue your management responsibilities and assess and advise the Board whether such proposal would be in the best
interests of Nash Finch Company and its stockholders and to take other action regarding such proposal as the Board might determine to be appropriate, without being influenced by the uncertainties of
your own personal situation.

The
Board recognizes that continuance of your position with the Company involves a substantial commitment to the Company in terms of your personal life and professional career and the possibility of
foregoing present and future career opportunities, for which the Company receives substantial benefits. Therefore, to induce you to remain in the employ of the Company, this letter agreement, which
has been approved by the Board, sets forth the benefits which the Company agrees will be provided to you in the event your employment with the Company is terminated in connection with a Change in
Control under the circumstances described below.

1

---

1.Definitions.The following terms will have the meaning set forth below unless the context clearly requires
otherwise. Terms defined elsewhere in this Agreement will have the same meaning throughout this Agreement.

(a)   "Agreement" means this letter agreement as amended, extended or renewed from time to time in accordance with its terms.

(b)   "Board" means the board of directors of the Parent Corporation duly qualified and acting at the time in question.

(c)   "Cause" means: (i) the willful and continued failure by you to substantially perform your duties with the Company
(other than any such failure resulting from your Disability or incapacity due to bodily injury or physical or mental illness) after a demand for substantial performance is delivered to you by the
chair of the Board which specifically identifies the manner in which such executive believes that you have not substantially performed your duties; or (ii) your conviction (including a plea of
nolo contendere) of willfully engaging in illegal conduct constituting a felony or gross misdemeanor under federal or state law which is materially and demonstrably injurious to the Company. For
purposes of this definition, no act, or failure to act, on your part will be considered "willful" unless done, or omitted to be done, by you in bad faith and without reasonable belief that your action
or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board (or a committee
hereof) or based upon the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. It is also
expressly understood that your attention to matters not directly related to the business of the Company will not provide a basis for termination for Cause so long as the Board does not expressly
disapprove in writing of your engagement on such activities either before or within a reasonable period of time after the Board knew or could reasonably have known that you engaged in those
activities. Notwithstanding the foregoing, you will not be deemed to have been terminated for Cause unless and until there has been delivered to you a copy of a resolution duly adopted by the
affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to you and an opportunity for you,
together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in clause (i) or (ii) of
this definition and specifying the particulars thereof in detail.

(d)   "Change in Control" means: (i) the sale, lease, exchange, or other transfer of all or substantially all of the
assets of the Parent Corporation (in one transaction or in a series of related transactions) to a corporation that is not controlled by the Parent Corporation; (ii) the approval by the
stockholders of the Parent Corporation of any plan or proposal for the liquidation or dissolution of the Parent Corporation; or (iii) a change in control of a nature that would be required to
be reported (assuming such event has not been "previously reported") in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to
section 13 or 15(d) of the Exchange Act, whether or not the Parent Corporation is then subject to such reporting requirement; provided that, without limitation, such a Change in Control will be
deemed to have occurred at such time as: (A) any Person is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
thirty percent (30%) or more of the combined voting power of the Parent Corporation's outstanding securities ordinarily having the right to vote at elections of directors, or (B) individuals
who constitute the Board on the date of this Agreement (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent
to the date of this Agreement whose election, or nomination for election, by the Parent Corporation's stockholders, was approved by a vote of at least a majority of the directors comprising the
Incumbent Board (either by a specific vote or by approval of the proxy statement of the Parent Corporation in which such person is named as a nominee for director, without objection to such
nomination) will, for purposes of this clause (B), be deemed to be a member of the Incumbent Board.

2

---

(e)   "Code" means the Internal Revenue Code of 1986, as amended.

(f)    "Company" means the Parent Corporation, any Subsidiary and any Successor.

(g)   "Confidential Information" means information which is proprietary to the Company or proprietary to others and entrusted
to the Company, whether or not trade secrets. It includes information relating to business plans and to business as conducted or anticipated to be conducted, and to past or current or anticipated
products or services. It also includes, without limitation, information concerning research, development, purchasing, accounting, marketing and selling. All information which you have a reasonable
basis to consider confidential is Confidential Information, whether or not originated by you and without regard to the manner in which you obtain access to that and any other proprietary information.

(h)   "Date of Termination" following a Change in Control (or prior to a Change in Control if your termination was either a
condition of the Change in Control or was at the request or insistence of any Person (other than the Company) related to the Change in Control) means: (i) if your employment is to be terminated
for Disability, thirty (30) calendar days after Notice of Termination is given (provided that you have not returned to the performance of your duties on a full-time basis during
such thirty (30)-calendar-day period); (ii) if your employment is to be terminated by the Company for Cause or by you for Good Reason, the date specified in the Notice of
Termination; (iii) if your employment is to be terminated by the Company for any reason other than Cause, Disability, death or Retirement, the date specified in the Notice of Termination, which
in no event may be a date earlier than ninety (90) calendar days after the date on which a Notice of Termination is given, unless an earlier date has been expressly agreed to by you in writing
either in advance of, or after, receiving such Notice of Termination; or (iv) if your employment is terminated by reason of death or Retirement, the date of death or Retirement, respectively.
In the case of termination by the Company of your employment for Cause, if you have not previously expressly agreed in writing to the termination, then within thirty (30) calendar days after
receipt by you of the Notice of Termination with respect thereto, you may notify the Company that a dispute exists concerning the termination, in which event the Date of Termination will be the date
set either by mutual written agreement of the parties or by the judge or arbitrators in a proceeding as provided in Section 13 of this Agreement. During the pendency of any such dispute, the
Company will continue to pay you your full compensation and benefits in effect just prior to the time the Notice of Termination is given and until the dispute is resolved in accordance with
Section 13 of this Agreement.

(i)    "Disability" means a disability as defined in the Company's long-term disability plan as in effect
immediately prior to the Change in Control or, in the absence of such a plan, means permanent and total disability as defined in section 22(e)(3) of the Code.

(j)    "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(k)   "Good Reason" means:



3

---



Notwithstanding
anything in the foregoing to the contrary, your termination of employment with the Company for any reason other than death, Disability or Retirement within six (6) calendar
months following a Change in Control will be conclusively deemed to be for Good Reason.

(l)    "Highest Monthly Compensation" means one-twelfth (1/12) of the highest amount of your
compensation for any twelve (12) consecutive calendar-month period during the thirty-six (36) consecutive calendar-month period prior to the month that includes the Date of
Termination. For purposes of this definition, "compensation" means the amount reportable by the Company, for federal income tax purposes, as wages paid to you by the Company, increased by the amount
of contributions made by the Company with respect to you under any qualified cash or deferred arrangement or cafeteria plan that is not then includable in your income by reason of the operation of
section 402(a)(8) or section 125 of the Code, and increased further by any other compensation deferred for any reason, including, without limitation, amounts deferred (whether vested or
nonvested) pursuant to the Company's Executive Incentive Bonus and Deferred Compensation Plan.

(m)  "Notice of Termination" means a written notice which indicates the specific termination provision in this Agreement
pursuant to which the notice is given. Any purported termination by the Company or by you following a Change in Control (or prior to a Change in Control if your termination was either a condition of
the Change in Control or was at the request or insistence of any Person

4

---

(other
than the Company) related to the Change in Control) must be communicated by written Notice of Termination.

(n)   "Parent Corporation" means Nash Finch Company and any Successor.

(o)   "Person" means and includes any individual, corporation, partnership, group, association or other "person", as such term
is used in section 14(d) of the Exchange Act, other than the Parent Corporation, a wholly-owned subsidiary of the Parent Corporation or any employee benefit plan(s) sponsored by the Parent
Corporation or a wholly-owned subsidiary of the Parent Corporation.

(p)   "Plan" means any compensation plan (such as a stock option, restricted stock plan or other equity-based plan), or any
employee benefit plan (such as a thrift, pension, profit sharing, medical, dental, disability, accident, life insurance, relocation, salary continuation, expense reimbursements, vacation, fringe
benefits, office and support staff plan or policy) or any other plan, program, policy or agreement of the Company intended to benefit employees (and/or their families) generally, management employees
(and/or their families) as a group or you (and/or your family) in particular (including, without limitation the Company's 1994 Stock Incentive Plan, 2000 Stock Incentive Plan, Profit Sharing Plan,
Income Deferral Plan and Supplemental Executive Retirement Plan).

(q)   "Retirement" means the day on which you attain the age of sixty-five (65).

(r)   "Subsidiary" means any corporation at least a majority of whose securities having ordinary voting power for the election
of directors is at the time owned by the Company and/or one (1) or more Subsidiaries.

(s)   "Successor" means any Person that succeeds to, or has the practical ability to control (either immediately or with the
passage of time), the Parent Corporation's business directly, by merger, consolidation or other form of business combination, or indirectly, by purchase of the Parent Corporation's voting securities,
all or substantially all of its assets or otherwise.

2.Term of Agreement.This Agreement is effective immediately and will continue in effect until
December 31, 2003; provided, however, that commencing on January 1, 2003 and each January 1 thereafter, the term of this Agreement will automatically be extended for one
(1) additional year beyond the expiration date otherwise then in effect, unless at least ninety (90) calendar days prior to any such January 1, the Company or you has been given
notice that this Agreement will not be extended; and, provided, further, that this Agreement will continue in effect beyond the termination date then in effect for a period of twenty-four
(24) calendar months following a Change in Control if a Change in Control has occurred during such term.

3.Benefits upon a Change in Control Termination.If your employment by the Company is terminated for any reason
other than death, Cause, Disability or Retirement, or if you terminate your employment by the Company for Good Reason either within: (a) twenty-four (24) calendar months
following a Change in Control; or (b) prior to a Change in Control if your termination was either a condition of the Change in Control or was at the request or insistence of a Person (other
than the Company) related to the Change in Control, then:



5

---



6

---



7

---



4.Indemnification.Following a Change in Control, the Company will indemnify and pay your expenses, as
incurred, to the full extent permitted by law and the Company's certificate of incorporation and bylaws for damages, costs and expenses (including, without limitation, judgments, fines, penalties,
settlements and reasonable fees and expenses of your counsel) incurred in connection with all matters, events and transactions relating to your service to or status with the Company or any other
corporation, employee benefit plan or other entity with whom you served at the request of the Company.

5.Confidentiality.You will not use, other than in connection with your employment with the Company, or
disclose any Confidential Information to any person not employed by the Company or not authorized by the Company to receive such Confidential Information, without the prior written consent of the
Company; and you will use reasonable and prudent care to safeguard and protect and prevent the unauthorized disclosure of Confidential Information. Nothing in this Agreement will prevent you from
using, disclosing or authorizing the disclosure of any Confidential Information: (a) which is or hereafter becomes part of the public domain or otherwise becomes generally available to the
public through no fault of yours; (b) to the extent and upon the terms and conditions that the Company may

8

---

have
previously made the Confidential Information available to certain persons; or (c) to the extent that you are required to disclose such Confidential Information by law or judicial or
administrative process.

6.Successors.The Company will seek to have any Successor, by agreement in form and substance satisfactory to
you, assent to the fulfillment by the Company of the Company's obligations under this Agreement. Failure of the Company to obtain such assent at least three (3) business days prior to the time
a Person becomes a Successor (or where the Company does not have at least three (3) business days' advance notice that a Person may become a Successor, within one (1) business day after
having notice that such Person may become or has become a Successor) will constitute Good Reason for termination by you of your employment.

7.Fees and Expenses.The Company, upon demand, will pay or reimburse you for all reasonable legal fees, court
costs, experts' fees and related costs and expenses incurred by you in connection with any actual, threatened or contemplated litigation or legal, administrative, arbitration or other proceeding
relating to this Agreement to which you are or reasonably expect to become a party, whether or not initiated by you, including, without limitation, your seeking to obtain or enforce any right or
benefit provided by this Agreement; provided, however, you will be required to repay (without interest) any such amounts to the Company to the extent that a court issues a final and
non-appealable order setting forth the determination that the position taken by you was frivolous or advanced by you in bad faith.

8.Binding Agreement.This Agreement inures to the benefit of, and is enforceable by, you, your personal and
legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you die while any amount would still be payable to you under this Agreement if you had
continued to live, all such amounts, unless otherwise provided in this Agreement, will be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be
no such designee, to your estate.

9.No Mitigation.You will not be required to mitigate the amount of any payments or benefits the Company
becomes obligated to make or provide to you in connection with this Agreement by seeking other employment or otherwise. The payments or benefits to be made or provided to you in connection with this
Agreement may not be reduced, offset or subject to recovery by the Company by any payments or benefits you may receive from other employment or otherwise.

10.No Setoff.The Company will have no right to setoff payments or benefits owed to you under this Agreement
against amounts owed or claimed to be owed by you to the Company under this Agreement or otherwise.

11.Taxes.All payments and benefits to be made or provided to you in connection with this Agreement will be
subject to required withholding of federal, state and local income, excise and employment-related taxes.

12.Notices.For the purposes of this Agreement, notices and all other communications provided for in, or
required under, this Agreement must be in writing and will be deemed to have been duly given
when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid and addressed to each party's respective address set forth on the
first page of this Agreement (provided that all notices to the Company must be directed to the attention of the chair of the Board), or to such other address as either party may have furnished to the
other in writing in accordance with these provisions, except that notice of change of address will be effective only upon receipt.

13.Disputes.Any dispute, controversy or claim for damages rising under or in connection with this Agreement
may, in your sole discretion, be settled exclusively by such judicial remedies that you may seek to pursue or by arbitration in Minneapolis, Minnesota by three (3) arbitrators in accordance

9

---

with
the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The Company will be entitled to seek an
injunction or restraining order in a court of competent jurisdiction (within or without the State of Minnesota) to enforce the provisions of Section 5 of this Agreement.

14.Jurisdiction.Except as specifically provided otherwise in this Agreement, the parties agree that any action
or proceeding arising under or in connection with this Agreement must be brought in a court of competent jurisdiction in the State of Minnesota, and hereby consent to the exclusive jurisdiction of
said courts for this purpose and agree not to assert that such courts are an inconvenient forum.

15.Related Agreements.To the extent that any provision of any other Plan or agreement between the Company and
you shall limit, qualify or be inconsistent with any provision of this Agreement, then for purposes of this Agreement, while such other Plan or agreement remains in force, the provision of this
Agreement will control and such provision of such other Plan or agreement will be deemed to have been superseded, and to be of no force or effect, as if such other agreement had been formally amended
to the extent necessary to accomplish such purpose. Nothing in this Agreement prevents or limits your continuing or future participation in any Plan provided by the Company and for which you may
qualify, and nothing in this Agreement limits or otherwise affects the rights you may have under any Plans or other agreements with the Company. Amounts which are vested benefits or which you are
otherwise entitled to receive under any Plan or other agreement with the Company at or subsequent to the Date of Termination will be payable in accordance with such Plan or other agreement.

16.No Employment or Service Contract.Nothing in this Agreement is intended to provide you with any right to
continue in the employ of the Company for any period of specific duration or interfere with or otherwise restrict in any way your rights or the rights of the Company, which rights are hereby expressly
reserved by each, to terminate your employment at any time for any reason or no reason whatsoever, with or without cause.

17.Survival.The respective obligations of, and benefits afforded to, the Company and you which by their
express terms or clear intent survive termination of your employment with the Company or termination of this Agreement, as the case may be, including, without limitation, the provisions of Sections 3,
4, 5, 6, 7, 10, 11, 12 and 13 of this Agreement, will survive termination of your employment with the Company or termination of this Agreement, as the case may be, and will remain in full force and
effect according to their terms.

18.Miscellaneous.No provision of this Agreement may be modified, waived or discharged unless such
modification, waiver or discharge is agreed to in a writing signed by you and the chair of the Board. No waiver by any party to this Agreement at any time of any breach by another party to this
Agreement of, or of compliance with, any condition or provision of this Agreement to be performed by such party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter to this Agreement have been made by any party which are not
expressly set forth in this Agreement.

This
Agreement and the legal relations among the parties as to all matters, including, without limitation, matters of validity, interpretation, construction, performance and remedies, will be governed
by and construed exclusively in accordance with the internal laws of the State of Minnesota (without regard to the conflict of laws provisions of any jurisdiction), except to the extent that the
provisions of the corporate law of Delaware may apply to the internal affairs of the Company. Headings are for purposes of convenience only and do not constitute a part of this Agreement. The parties
to this Agreement agree to perform, or cause to be performed, such further acts and deeds and to execute and deliver, or cause to be executed and delivered, such additional or supplemental documents
or

10

---

instruments
as may be reasonably required by the other party to carry into effect the intent and purpose of this Agreement. The invalidity or unenforceability of all or any part of any provision of
this Agreement will not affect the validity or enforceability of the remainder of such provision or of any other provision of this Agreement, which will remain in full force and effect. This Agreement
may be executed in several counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument.

If
this letter correctly sets forth our agreement on the subject matter discussed above, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement
on this subject.

|Sincerely,                             |                | 
|-------------------------------------- | -------------- | 
|NASH FINCH COMPANY.                    |                | 
|                                       |                | 
|By:                                    |                | 
|                                       | [Name]
[Title] | 
|Agreed to this  day of
, 2003.        
|                                       |                | 
|«First_NameMiddle_Initial» «Last_Name» |                | 

11

---

QuickLinks