**EXHIBIT 10.4**

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**NASH-FINCHCOMPANYINCOME DEFERRAL PLAN**

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**Second Declaration ofAmendment**

 

Pursuant to the retained power of amendmentcontained in Section 6.4 of the instrument entitled “Nash Finch Company IncomeDeferral Plan” (the “Plan”), the undersigned hereby amends such Plan effectiveDecember 27, 2004 to provide that there may be no new participants in the Planafter December 31, 2004, that participants in the Plan be permitted duringcalendar year 2005 to cancel or revoke any deferral election previously madeunder the Plan with regard to amounts to be deferred that are subject toInternal Revenue Code Section 409A (“Section 409A”), and that no compensationamounts may be deferred under the Plan after December 31, 2004, with the timingof any deferral determined in a manner consistent with 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.                                       Section 2.1(A)is amended to read as follows:

 

“(A)                        Prior to thecommencement of each Plan Year that begins prior to December 31, 2004, theCommittee will determine which Qualified Employees, if any, are eligible tomake deferral elections pursuant to Section 3.2 with respect to that Plan Year.”

 

2.                                       Section 2.1(B)is amended to read as follows:

 

“(B)                          At any timeduring a Plan Year that begins prior to December 31, 2004, the Committee maydetermine that a Qualified Employee who became such after the beginning of thatPlan Year is eligible to make a deferral election pursuant to Section 3.2 withrespect to the remainder of that Plan Year.”

 

# 1.                                       The first sentence of Section 3.2(A) isamended to read as follows:

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# “(A)                        An Active Participant may elect to deferhis or her Base Salary for a Plan Year that begins prior to December 31, 2004by any one percent increment from one percent to a maximum percentage specifiedin Plan Rules and the percentage so elected will automatically apply to theParticipant’s Base Salary as adjusted from time to time.”

 

# 2.                                       The first two sentences of Section 3.2(B)are amended to read as follows:

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# “(B)                          An Active Participant who is determinedby the Committee pursuant to Section 2.1(A) to be eligible to participate for aPlan Year that begins prior to December 31, 2004 may elect to defer his or herAnnual Bonus for any such Plan Year by any five percent increment from fivepercent to a maximum percentage specified in Plan Rules.  An Active Participant who is determined bythe Committee pursuant to Section 2.1(B) to be eligible to participate for aPlan Year that begins prior to December 31, 2004 may, if and to the extentspecified by the Committee in conjunction with such determination, elect todefer his or her Annual Bonus for such Plan Year.”

 

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5.                                       The firstsentence of Section 3.2(E) is amended to read as follows:

 

“(E)                           The Account ofan Active Participant who is eligible to share in the allocation of aParticipating Employer’s profit sharing contribution pursuant to the ProfitSharing Plan made during a Plan Year that begins prior to December 31, 2004will be credited with an amount equal to the amount, if any, by which (1) theamount of the profit sharing contribution that would have been allocated to hisor her account under the Profit Sharing Plan during such a Plan Year but fordeferrals made pursuant to this Plan exceeds (2) the amount of the profitsharing contribution actually allocated to his or her account during such aPlan Year under the Profit Sharing Plan.”

 

6.                                       The firstsentence of Section 3.2(F) is amended to read as follows:

 

“(F)                           If a matchingcontribution is made on behalf of an Active Participant pursuant to the ProfitSharing Plan with respect to a Plan Year that begins prior to December 31,2004, and the amount of the matching contribution is determined based on his orher “eligible earnings,” as defined in the Profit Sharing Plan (because sixpercent of his or her eligible earnings for that Plan Year is less than the amountof the 401(k) contributions made on his or her behalf for that Plan Yearpursuant to the Profit Sharing Plan), the Active Participant’s Account will becredited with an amount equal to the amount, if any, by which (i) the amount ofthe matching contribution that would have been allocated to his or her accountwith respect to that Plan Year pursuant to the Profit Sharing Plan but for thedeferrals made pursuant to this Plan exceeds (ii) the amount of the matchingcontribution actually allocated to his or her account with respect to that PlanYear pursuant to the Profit Sharing Plan.”

 

**IN WITNESS WHEREOF**, the undersigned has causedthis instrument to be executed by its duly authorized officers this 27th day ofDecember, 2004.

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

 

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