<PAGE>
------------------------------------------------------------------------------
------------------------------------------------------------------------------


                               NASH-FINCH COMPANY


                            THIRD AMENDMENT AGREEMENT


                          Dated as of January 15, 1997



               Re:  Note Agreements Dated as of September 29, 1989


                                       and


                  $15,000,000 original principal amount of 9.0%
                       Senior Notes Due September 29, 1999


------------------------------------------------------------------------------
------------------------------------------------------------------------------

<PAGE>

                                TABLE OF CONTENTS
                          (Not a part of the Agreement)

SECTION                              HEADING                                PAGE

SECTION 1.          AMENDMENTS TO EXISTING NOTE AGREEMENTS                    2

     Section 1.1.        General Reference Amendment                          2
     Section 1.2.        Amendments to Section 1.1                            2
     Section 1.3.        Amendment to Section 2                               2
     Section 1.4.        Amendment to Section 5.1                             5
     Section 1.5.        Amendment to Section 6.7                             6
     Section 1.6.        Amendment to Section 6.8                             6

SECTION 2.     AMENDMENT OF EXISTING NOTES                                    7

     Section 2.1.   Amendment of Existing Notes                               7

SECTION 3.     EXCHANGE OF NOTES                                              7
     Section 3.1.   Issuance of Notes                                         7
     Section 3.2.   Form and Registration                                     8
     Section 3.3.   Delivery of Notes                                         8
     Section 3.4.   Exchange Not Deemed Prepayment                            8
SECTION 4.     CONDITIONS PRECEDENT AND ADDITIONAL AGREEMENTS                 8
     Section 4.1.   Conditions Precedent                                      8
SECTION 5.     REPRESENTATIONS                                                9
     Section 5.1.   Representations of the Company                            9
SECTION 6.     MISCELLANEOUS                                                  9
     Section 6.1.   Capitalized Terms                                         9
     Section 6.2.   Existing Note Agreements                                 10
     Section 6.3.   References                                               10
     Section 6.4.   Successors and Assigns                                   10
     Section 6.5.   Governing Law                                            10
     Section 6.6.   Expenses                                                 10
     Section 6.7.   Counterparts                                             11

<PAGE>

Signature                                                                    11

                                      -3-

<PAGE>

                               NASH-FINCH COMPANY

                            THIRD AMENDMENT AGREEMENT

                                       Re:

                 NOTE AGREEMENTS DATED AS OF SEPTEMBER 29, 1989

                                       and

                  $15,000,000 original principal amount of 9.0%
                       Senior Notes Due September 29, 1999

                                                                     Dated as of
                                                                January 15, 1997
                                                          (the "EFFECTIVE DATE")

To Each of the Holders
of Notes listed in Schedule I
to the Note Agreements described below


Gentlemen:

     Reference is made to (i) the separate Note Agreements each dated as of
September 29, 1989 between NASH-FINCH COMPANY, a Delaware corporation (the
"COMPANY"), and each of you, respectively (the "NOTEHOLDERS"), as amended by
that certain First Amendment dated as of November 15, 1996 and that certain
Second Amendment dated as of November 15, 1996 (as so amended, the "EXISTING
NOTE AGREEMENTS"), and (ii) the $15,000,000 original principal amount of 9.0%
Senior Notes due September 29, 1999 issued pursuant to the Existing Note
Agreements (the "EXISTING NOTES").  The Existing Note Agreements, as amended
hereby, shall be referred to as the "NOTE AGREEMENTS," and the Existing Notes,
as amended hereby, shall be referred to as the "NOTES."

     For good and valuable consideration, the Company requests the amendment of
certain provisions of the Existing Note Agreements and the Existing Notes as
hereinafter provided.

<PAGE>

     Upon your acceptance hereof and the satisfaction of all conditions
precedent hereto, this Third Amendment Agreement shall constitute a contract
between us amending the Existing Note Agreements and the Existing Notes, but
only in the respects hereinafter set forth:

SECTION 1.     AMENDMENTS TO EXISTING NOTE AGREEMENTS.

     SECTION 1.1.   GENERAL REFERENCE AMENDMENT.  From and after January 15,
1997, each reference in the Existing Note Agreements and the Existing Notes to
the "$15,000,000 9.0% Senior Notes Due September 29, 1999", is hereby amended to
refer to the "$15,000,000 First Amended and Restated 10.0% Senior Notes Due
September 29, 2001";

     SECTION 1.2.   AMENDMENTS TO SECTION 1.1.  (a)  From and after January 15,
1997, Section 1.1 of the Existing Note Agreements is hereby amended to change
the references in such section from "9.0%" and "10.0" to "10.0%" and "11.0%",
respectively and to change the references in such section from "September 29,
1999" to "September 29, 2001" .

     (b)  Section 1.1 of the Existing Note Agreements is hereby amended by
inserting the following paragraph at the end thereof:

               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 .50% per annum during any Interest Rate Event Period.

          SECTION 1.3.   AMENDMENT TO SECTION 2.  Section 2 of the Existing Note
Agreements is hereby amended to insert the following new Section 2.6 at the end
thereof:

       SECTION 2.6.  CHANGE IN CONTROL.

         (a)   NOTICE OF CHANGE IN CONTROL OR CONTROL EVENT.  The Company will,
     within 3 days after any Change in Control or Control Event, give written
     notice of such Change in Control or Control Event to each holder of Notes
     UNLESS notice in respect of such Change in Control (or the Change in
     Control contemplated by such Control Event) shall have been given pursuant
     to subparagraph (b) of this SECTION 2.6.  If a Change in Control has
     occurred, such notice shall contain and constitute an offer to prepay Notes
     as described in subparagraph (c) of this SECTION 2.6 and shall be
     accompanied by the certificate described in subparagraph (g) of this
     SECTION 2.6.

                                      -5-

<PAGE>

         (b)   CONDITION TO COMPANY ACTION.  The Company will not take any
     action that consummates or finalizes a Change in Control unless (i) at
     least 45 days prior to such action it shall have given to each holder of
     Notes written notice containing and constituting an offer to prepay Notes
     as described in subparagraph (c) of this SECTION 2.6, accompanied by the
     certificate described in subparagraph (g) of this SECTION 2.6, and
     (ii) contemporaneously with such action, it prepays all Notes required to
     be prepaid in accordance with this SECTION 2.6.

         (c)   OFFER TO PREPAY NOTES.  The offer to prepay Notes contemplated by
     subparagraphs (a) and (b) of this SECTION 2.6 shall be an offer to prepay,
     in accordance with and subject to this SECTION 2.6, all, but not less than
     all, of the Notes held by each holder (in this case only, "HOLDER" in
     respect of any Note registered in the name of a nominee for a disclosed
     beneficial owner shall mean such beneficial owner) on a date specified in
     such offer (the "PROPOSED PREPAYMENT DATE").  If such Proposed Prepayment
     Date is in connection with an offer contemplated by subparagraph (a) of
     this SECTION 2.6, such date shall be not less than 30 days and not more
     than 45 days after the date of such offer (if the Proposed Prepayment Date
     shall not be specified in such offer, the Proposed Prepayment Date shall be
     the 45th day after the date of such offer).

         (d)   ACCEPTANCE.  A holder of Notes may accept the offer to prepay
     made pursuant to this SECTION 2.6 by causing a notice of such acceptance to
     be delivered to the Company at least 5 days prior to the Proposed
     Prepayment Date.  A failure by a holder of Notes to respond to an offer to
     prepay made pursuant to this SECTION 2.6 shall be deemed to constitute an
     acceptance of such offer by such holder.

         (e)   PREPAYMENT.  Prepayment of the Notes to be prepaid pursuant to
     this SECTION 2.6 shall be at 100% of the principal amount of such Notes,
     plus the Make Whole Premium determined for the date of prepayment with
     respect to such principal amount, together with interest on such Notes
     accrued to the date of prepayment.  On the business day preceding the date
     of prepayment, the Company shall deliver to each holder of Notes being
     prepaid a statement showing the Make Whole Premium due in connection with
     such prepayment and setting forth the details of the computation of such
     amount.  The prepayment shall be made on the Proposed Prepayment Date
     except as provided in subparagraph (f) of this SECTION 2.6.

         (f)   DEFERRAL PENDING CHANGE IN CONTROL.  The obligation of the
     Company to prepay Notes pursuant to the offers required by subparagraph (b)
     and accepted in accordance with subparagraph (d) of this SECTION 2.6 is
     subject to the occurrence of the Change in Control in respect of which such
     offers and acceptances shall have been made.  In the event that such Change
     in Control does not occur on the Proposed Prepayment Date in

                                      -6-

<PAGE>

     respect thereof, the prepayment shall be deferred until and shall be 
     made on the date on which such Change in Control occurs.  The Company 
     shall keep each holder of Notes reasonably and timely informed of (i) 
     any such deferral of the date of prepayment, (ii) the date on which such 
     Change in Control and the prepayment are expected to occur, and (iii) 
     any determination by the Company that efforts to effect such Change in 
     Control have ceased or been abandoned (in which case the offers and 
     acceptances made pursuant to this SECTION 2.6 in respect of such Change 
     in Control shall be deemed rescinded).

         (g)   OFFICER'S CERTIFICATE.  Each offer to prepay the Notes pursuant
     to this SECTION 2.6 shall be accompanied by a certificate, executed by a
     senior financial officer of the Company and dated the date of such offer,
     specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made
     pursuant to this SECTION 2.6; (iii) the principal amount of each Note
     offered to be prepaid; (iv) the estimated Make Whole Premium due in
     connection with such prepayment (calculated as if the date of such notice
     were the date of the prepayment), setting forth the details of such
     computation; (v) the interest that would be due on each Note offered to be
     prepaid, accrued to the Proposed Prepayment Date; (vi) that the conditions
     of this SECTION 2.6 have been fulfilled; and (vii) in reasonable detail,
     the nature and date or proposed date of the Change in Control.

         (h)   "CHANGE IN CONTROL" DEFINED.  "CHANGE IN CONTROL" means any of
     the following events or circumstances:

          if any person (as such term is used in section 13(d) and section 
          14(d)(2) of the Securities Exchange Act of 1934, as amended (the 
          "EXCHANGE ACT") or related persons constituting a group (as such 
          term is used in Rule 13d-5 under the Exchange Act), become the 
          "beneficial owners" (as such term is used in Rule 13d-3 under the 
          Exchange Act), directly or indirectly, of more than 35% of the 
          total voting power of all classes then outstanding of the Company's 
          voting stock.

         (i)   "CONTROL EVENT" DEFINED.  "CONTROL EVENT" means:

              (i)   the execution by the Company or any of its Subsidiaries 
          or Affiliates of any agreement or letter of intent with respect to 
          any proposed transaction or event or series of transactions or 
          events which, individually or in the aggregate, may reasonably be 
          expected to result in a Change in Control,

             (ii)   the execution of any written agreement which, when fully 
          performed by the parties thereto, would result in a Change in 
          Control, or

                                      -7-

<PAGE>

             (iii)   the making of any written offer by any person (as such 
          term is used in section 13(d) and section 14(d)(2) of the Exchange 
          Act) or related persons constituting a group (as such term is used 
          in Rule 13d-5 under the Exchange Act) to the holders of the common 
          stock of the Company, which offer, if accepted by the requisite 
          number of holders, would result in a Change in Control.

     SECTION 1.4.   AMENDMENT TO SECTION 5.1.  Section 5.1 of the Existing Note
Agreements is hereby amended as follows:  (a) by inserting the following
definitions in alphabetical order:

          "DEBT" with respect to any Person shall mean, without duplication, the
     sum of:

          (a)  the obligations of such Person for borrowed money or which have
     been incurred in connection with the acquisition of assets;

          (b)  liabilities secured by any Lien existing on Property owned by
     such Person (whether or not such liabilities have been assumed);

          (c)  Capitalized Rentals under any Capitalized Lease; and

          (d)  all Guarantees of Debt of others, whether or not reflected in the
     balance sheet of such Person.

               "INTEREST RATE EVENT PERIOD" shall mean any period
          during which the Company fails to have outstanding unsecured
          long-term Indebtedness which has a then current rating of
          BBB- or higher by Standard & Poor's Corporation.

          (b)  by amending the definition of "Make Whole Premium" so that the
reference to "the original yield to maturity of the Notes" contained therein
shall read 10.0% as and after the effective date hereof.

          Section 1.5.   Amendment to Section 6.7.  Section 6.7 of the Existing
Note Agreements is hereby amended to read in its entirety as follows:

          SECTION 6.7.  STOCKHOLDERS' EQUITY.  The Company will not, at any
     time, permit Stockholders' Equity to be less than the sum of (a)
     $170,000,000, plus (b) an aggregate amount equal to 25% of its Consolidated
     Net Income (but, in each case, only if a positive number) for each
     completed fiscal year beginning with the fiscal year ended January 3, 1998.

                                       -8-

<PAGE>

     SECTION 1.6.   AMENDMENT TO SECTION 6.8.  Section 6.8(a) of the Existing
Note Agreements is hereby amended to read in its entirety as follows:

          SECTION 6.8.  INCURRENCE OF DEBT.  (a) Neither the Company nor any
     Subsidiary will create, issue, assume, guarantee or otherwise incur or
     become liable in respect of any Debt, except:

               (i)  the Notes;

               (ii) Debt of the Company and its Subsidiaries outstanding as 
          of the date of this Agreement and reflected on the consolidated 
          balance sheet of the Company and its Subsidiaries as of June 17, 
          1989;

               (iii) additional unsecured Debt of the Company; PROVIDED 
          that at the time of issuance thereof and after giving effect 
          thereto and to the application of the proceeds thereof Debt of the 
          Company and its Subsidiaries determined on a consolidated basis in 
          accordance with GAAP shall not, during any fiscal year set forth 
          below, exceed the percent of Total Capitalization set forth 
          opposite such period:
                    
                    
                                       PERCENTAGE OF DEBT TO
                 FISCAL YEAR            TOTAL CAPITALIZATION

                    1996                        70%
                    1997                        70%
                    1998                        67.5%
                    1999                        65%
                    2000 and thereafter         60%

               (iv) additional Debt of the Company and its Subsidiaries 
          secured by Liens permitted by and incurred within the limitations 
          of SECTION 6.9(a)(8) or SECTION 6.9(a)(9); PROVIDED that at the 
          time of issuance thereof and after giving effect thereto and to the 
          application of the proceeds thereof Debt of the Company and its 
          Subsidiaries determined on a consolidated basis in accordance with 
          GAAP shall not, during any fiscal year set forth below, exceed the 
          percent of Total Capitalization set forth opposite such period:
                    

                                                PERCENTAGE OF
                                       -9-

<PAGE>
                    
                    
                                                  DEBT TO TOTAL
                  FISCAL YEAR                     CAPITALIZATION
                    1996                                70%
                    1997                                70%
                    1998                               67.5%
                    1999                                65%
                    2000 and thereafter                 60%


               (v) Debt of a Subsidiary to the Company or to a Wholly-Owned 
          Subsidiary.

SECTION 2.          AMENDMENT OF EXISTING NOTES.

                    SECTION 2.1.        AMENDMENT OF EXISTING NOTES.  The
Existing Notes shall be and are hereby amended to be in the form of Exhibit A
hereto.

SECTION 3.     EXCHANGE OF NOTES.

     SECTION 3.1.   ISSUANCE OF NOTES.  The Company agrees to issue and deliver
on the Effective Date of this Third Amendment Agreement the new Notes in the
form of Exhibit A hereto to the Noteholders in exchange for their outstanding
Existing Notes.  The Noteholders agree to surrender their Existing Notes to the
Company in exchange for the new Notes, and the Existing Notes shall be canceled
by the Company and shall be void.  The Company shall pay any stamp tax or
governmental charge imposed upon such exchange (including, without limitation,
any income or similar tax that is imposed upon the gain, if any, that is
realized by such Noteholder in connection with the exchange).  Notwithstanding
anything contained herein to the contrary, the Notes shall bear interest at the
rate of 9.0% per annum for the period from September 30, 1996 to and including
January 14, 1997.

     SECTION 3.2.   FORM AND REGISTRATION.  Each Note shall be in the form of a
single registered Note, shall be registered in the name of the Noteholder
surrendering such Existing Note as reflected on the books and records of the
Company, shall be issued for the same principal amount (after giving effect to
all prepayments of Notes prior to January 15, 1997) as the outstanding principal
amount of the Existing Note surrendered in exchange therefor, and shall be dated
September 30, 1996.  

     SECTION 3.3.   DELIVERY OF NOTES .  The Company shall deliver the Notes in
proper form at the offices of Chapman and Cutler, 111 West Monroe Street,
Chicago, Illinois 60603, to be 

                                      -10-

<PAGE>

held by such firm for delivery against surrender by the Noteholders in 
exchange therefor of the Existing Notes.

     SECTION 3.4.   EXCHANGE NOT DEEMED PREPAYMENT.  Each of the Noteholders and
the Company agrees that the amendments affected pursuant to this Third Amendment
Agreement and the exchange of Notes for Existing Notes pursuant to this Third
Amendment Agreement shall not be deemed a prepayment, redemption or repurchase
of the Existing Notes for any purpose, including Section 2 or Section 6.13 of
the Note Agreements.

SECTION 4.     CONDITIONS PRECEDENT AND ADDITIONAL AGREEMENTS.

     SECTION 4.1.   CONDITIONS PRECEDENT.  Each Noteholder's agreements set
forth in Section 1 of this Third Amendment Agreement are effective subject to
the satisfaction of the following conditions precedent:

          (a)  Each Noteholder shall have received this Third Amendment
     Agreement, duly executed by the Company.

          (b)  The holders of 100% of the outstanding principal amount of the
     Notes shall have consented to this Third Amendment Agreement as evidenced
     by their execution hereof.

          (c)  The Company shall have provided to the holders of the Notes an
     opinion of John J. Solberg, Esq., counsel to the Company, substantially in
     the form  Exhibit B hereto and otherwise in form and substance satisfactory
     to the holders of the Notes.

          (d)  The fees and disbursements of special counsel to the holders of
     the Notes incurred through the Closing Date shall have been satisfied by
     the Company.

SECTION 5.     REPRESENTATIONS.

     SECTION 5.1.   REPRESENTATIONS OF THE COMPANY.  The Company hereby
represents and warrants that as of the date of execution and delivery of this
Third Amendment Agreement and as of the Effective Date:

          (a)  The Company is a corporation duly organized, validly existing and
     in good standing under the laws of its jurisdiction of incorporation.

          (b)  The Company has the requisite power to own its property and to
     carry on its business as now being conducted.

                                       -11-

<PAGE>


          (c)  The Company is duly qualified and in good standing as a foreign
     corporation, authorized to do business in each jurisdiction in which the
     failure to do so would, individually or in the aggregate, have a material
     adverse effect on the business, condition (financial or other), assets,
     operations, properties or prospects of the Company.

          (d)  This Third Amendment Agreement and the Note Agreements and Notes
     (as amended hereby) are within the corporate powers of the Company and have
     been duly authorized by all necessary corporate action on the part of the
     Company and constitute (or, in the case of this Third Amendment Agreement,
     when executed and delivered by holders of 100% of the outstanding principal
     amount of the Notes will constitute) legal, valid and binding obligations
     of the Company enforceable in accordance with their respective terms.

          (e)  The execution, delivery and performance of this Third Amendment
     Agreement by the Company does not and will not result in a violation of or
     default under (A) the certificate of incorporation or bylaws of the
     Company, (B) any agreement to which the Company is a party or by which it
     is bound or to which the Company or any of its properties is subject, (C)
     any order, writ, injunction or decree binding on the Company, or (D) any
     statute, regulation, rule or other law applicable to the Company.

          (f)  No material authorization, consent, approval, exemption or action
     by or notice to or filing with any court or administrative or governmental
     body is required in connection with the execution and delivery of this
     Third Amendment Agreement or the consummation of the transactions
     contemplated hereby.

SECTION 6.     MISCELLANEOUS.

     SECTION 6.1.   CAPITALIZED TERMS.  The capitalized terms used in this Third
Amendment Agreement shall have the respective meanings specified in the Existing
Note Agreements unless otherwise herein defined or the context hereof shall
otherwise require.

     SECTION 6.2.   EXISTING NOTE AGREEMENTS.  Except as amended herein, all
terms and provisions of the Existing Note Agreements are hereby ratified,
confirmed and approved in all respects.

     SECTION 6.3.   REFERENCES.  Any and all notices, requests, certificates and
other instruments, including the Notes, may refer to the "Note Agreements," or
the "Note Agreements each dated as of September 29, 1989" without making
specific reference to this Third Amendment Agreement, but nevertheless all such
references shall be deemed to include this Third Amendment Agreement unless the
context shall otherwise require.  

                                       -12-

<PAGE>

     SECTION 6.4.   SUCCESSORS AND ASSIGNS.  This Third Amendment Agreement and
all covenants herein contained shall be binding upon and inure to the benefit of
the respective successors and assigns of the parties hereunder.  All covenants
made by the Company and the Noteholders herein shall survive the closing and the
delivery of this Third Amendment Agreement.

     SECTION 6.5.   GOVERNING LAW.  This Third Amendment Agreement shall be
governed by and construed in accordance with Minnesota law.

     SECTION 6.6.   EXPENSES.  The Company will pay and/or reimburse all
reasonable expenses of the Noteholders in connection with the negotiation,
preparation, execution and delivery of this Amendment and the transactions
contemplated hereby, in accordance with SECTION 9.4 of the Note Agreements.

                                       -13-

<PAGE>

     SECTION 6.7.   COUNTERPARTS.  This Third Amendment Agreement may be
executed in any number of counterparts, each executed counterpart constituting
an original but all together only one instrument.

                                             NASH-FINCH COMPANY
                                             By:
                                                Its 
                                                    ---------------------------

                                       -14-

<PAGE>

     This foregoing Third Amendment Agreement is hereby accepted and agreed to
as of the Effective Date and the undersigned hereby confirms that on January 15,
1997 and as of the date of execution and delivery hereof immediately prior to
the exchange of Notes provided for herein it held Notes of the Company as
indicated on Schedule I hereto.

                                             NATIONWIDE LIFE INSURANCE COMPANY


                                             By:
                                                Its

                                             WEST COAST LIFE INSURANCE COMPANY


                                             By:
                                                Its


                                       -15-

<PAGE>

                               NASH-FINCH COMPANY

First Amended and Restated 10.0% Senior Note Due September 29, 2001

                             PPN: _________________

No. R-                                                        September 30, 1996

$
     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 September 29, 2001 together with interest on the principal 
amount from time to time remaining unpaid hereon at the rate of 9.0% per 
annum from and after the date hereof through and including January 14, 1997 
and at the rate of 10.0% per annum from January 15, 1997 until maturity 
(computed on the basis of a 360-day year of 12 consecutive 30-day months) in 
installments payable on March 31, 1997 and on the last day of each March and 
September thereafter to and including the date of maturity hereof.  The 
Company further promises to pay interest on each overdue installment of 
principal, premium, if any, and (to the extent legally enforceable) upon each 
overdue installment of interest at the rate of 11.0% per annum in each case 
from and after the maturity of each such installment, whether by acceleration 
or otherwise, until paid.  Subject only to SECTION 2.4 of the Note Agreements 
hereinafter referred to, both the principal hereof, premium, if any, and 
interest at the rate of 10.0% per annum 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 the payment of public and private debts.

     This Note is one of the First Amended and Restated 10.0% Senior Notes 
due September 29, 2001 of the Company in the aggregate principal amount of 
$15,000,000 issued or to be issued under and pursuant to the terms and 
provisions of separate and several Note Agreements each dated as of September 
29, 1989 (collectively, 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, as amended by 
that certain Second Amendment dated as of November 15, 1996 and as amended by 
that certain Third Amendment Agreement dated as of January 15, 1997.  This 
Note and the holder hereof are entitled equally

                               EXHIBIT A
                    (to Third Amendment Agreement)

<PAGE>

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.  
This Note amends and restates in its entirety that certain 9.0% Senior Note 
Number R-___, in the original principal amount of $__________ issued by the 
Company on ____ and registered in the name of __________________.

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

     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 .50% per 
annum during any Interest Rate Event Period (as defined 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.

                                            NASH-FINCH COMPANY


                                             By 
                                                Its


                                     A-17

<PAGE>

                         DESCRIPTION OF CLOSING OPINION
                            OF COUNSEL TO THE COMPANY

     The closing opinion of counsel for the Company called for by SECTION 
4.1(c) of the Third Amendment Agreement, shall be dated the Effective Date 
and addressed to the Noteholders, shall be satisfactory in scope and form to 
the Noteholders and shall be to the effect that:

          1.   The Company is a corporation that is duly organized, validly
     existing and in good standing under the laws of its jurisdiction of
     incorporation, has the requisite power and the authority to execute and
     perform the Note Agreements, as amended, and to issue the Notes, as
     amended, and has the full requisite power and the authority to conduct the
     activities in which it is now engaged.

          2.   Each Note Agreement, as amended, has been duly authorized by all
     necessary action on the part of the Company, has been duly executed and
     delivered by the Company and constitutes the legal, valid and binding
     contract of the Company enforceable 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).

          3.   The Notes, as amended, have been duly authorized by all necessary
     action on the part of the Company, have been duly executed and delivered by
     the Company  and constitute the legal, valid and binding obligations of the
     Company  enforceable in accordance with their 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).

     The opinion of __________________ shall cover such other matters relating
to the Third Amendment Agreement as the holders of the Notes may reasonably
request.  With respect to matters of fact on which such opinion is based, such
counsel shall be entitled to rely on appropriate certificates of public
officials and officers of the Company.


                                   EXHIBIT B
                        (to Third Amendment Agreement)

<PAGE>

                                   SCHEDULE I

Nationwide Life Insurance Company                 $14,000,000
                                                  9.0% Senior Notes

West Coast Life Insurance Company                 $1,000,000
                                                  9.0% Senior Notes

                                   Schedule I