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the Company shall distribute to the Director, in full settlement of all Restricted Stock Unitsin the Director’s Account, one share of Common Stock for each Restricted Stock Unit. For purposesof such settlement, the number of Restricted Stock Units will be rounded to the nearest wholeRestricted Stock Unit, with any fractional Restricted Stock Unit less than 0.5 disregarded. Thenumber of Restricted Stock Units with respect to which shares of Common Stock will be distributedwill include additional Restricted Stock Units granted pursuant to Section 4.1 with respect to anycash dividend declared with a record date prior to the date the Director’s service as a director ofthe Company ends. If the Director dies before all Restricted Stock Units credited to theDirector’s Account have been settled in shares of Common Stock, all remaining Restricted StockUnits shall be settled pursuant to Section 3.2 and the underlying shares of Common Stock shall bedelivered to the beneficiary designated pursuant to Section 6.**3. Effect of Termination of Service.**     **3.1 Within Six Months of Grant.**Subject to Section 5, if the Director’s service as a directorof the Company ends for any reason other than death or Disability within six months of the Date ofGrant, the Restricted Stock Units subject to this Award will be forfeited and this Award will be ofno further force or effect.     **3.2 Death or Disability.**If the Director’s service as a director of the Company ends becauseof the Director’s death or Disability, the Restricted Stock Units subject to this Award willimmediately vest in full and be settled as soon as administratively practicable after suchtermination of service, and in any event within ninety (90) days following such termination ofservice, in the manner described in Section 2.**4. Dividends and Other Distributions.**     **4.1 Cash Dividends**. If a record date for a cash dividend declared by the Company’s Boardoccurs prior to the date the Director’s service as a director of the Company ends, the Directorwill be granted additional Restricted Stock Units pursuant to this Section 4.1. As of the firstday of each calendar quarter immediately following a calendar quarter in which such a record dateoccurs (or, if sooner, as of the date the Director’s service as a director of the Company ends),the Director will be granted that number of additional Restricted Stock Units determined accordingto the following formula:     Cash dividend per share x Number of Restricted Stock Units                               Fair Market Value     For purposes of this formula: **•** “Cash dividend per share” means the cash dividend declared per share of CommonStock for the applicable record date;  **•** “Number of Restricted Stock Units” means the aggregate number of RestrictedStock Units held by the Director as of that record date; and  **•** “Fair Market Value” means the Fair Market Value of a share of Common Stock onthe last day of the calendar quarter in which such record date occurs
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   (or, if sooner, on the date the Director’s service as a director of the Companyends).Any additional Restricted Stock Units granted under this Section 4.1 will be settled in the mannerdescribed in Section 2, and will otherwise be subject to the provisions of Section 3 and the otherterms and conditions of this Agreement and the Plan.     **4.2 Adjustments for Other Distributions and Events.**If any reorganization, merger,consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split,combination of shares, rights offering or divestiture (including a spin-off) or any other similarchange in the corporate structure or shares of the Company occurs, the Committee (or, if theCompany is not the surviving corporation in any such transaction, the board of directors of thesurviving corporation), in order to prevent dilution or enlargement of the rights of the Director,will make appropriate adjustment (which determination will be conclusive) in the number ofRestricted Stock Units credited to the Director’s Account and/or as to the number and kind ofsecurities or other property (including cash) subject to the Restricted Stock Units; provided,however, that any such securities or other property distributable with respect to the RestrictedStock Units shall be, unless otherwise determined by the Committee, distributed to the Director inthe manner described in Section 2 and shall, together with the Restricted Stock Units, otherwise besubject to the provisions of Sections 3 and 5 and the other terms and conditions of this Agreement.**5. Change in Control.**     If, prior to the date that all Restricted Stock Units subject to this Award have been settledand all of the resulting shares of Common Stock have been distributed to the Director pursuant toSection 2, a Change in Control of the Company shall occur, then (i) the forfeiture provisions ofSection 3.1 shall lapse and have no further applicability to the Director, and (ii) all theRestricted Stock Units subject to this Award shall be settled and all the resulting shares ofCommon Stock shall be distributed to the Director on the day the Change in Control becomeseffective; provided that prior to a Change in Control that occurs after December 31, 2008,the Director may to waive the right to such acceleration with respect to Restricted Stock Unitsgranted in calendar year 2008, by submitting a written election on or before December 31, 2008, inwhich case Sections 2 and 3 shall continue to apply to the Director. In effecting suchdistribution, the Committee may make such arrangements, including deposits in escrow or in trust inadvance of the anticipated effective date of the Change in Control, as it may deem advisable tocarry out the foregoing and to protect the interests of the Company in the event the Change inControl does not occur.**6. Beneficiary Designation.**     Director shall have the right, at any time, to designate any person or persons as beneficiaryor beneficiaries to receive the Director’s Restricted Stock Units upon the Director’s death. Inthe event of the Director’s death, distribution of the shares of Common Stock underlying suchRestricted Stock Units will be made to such beneficiary or beneficiaries. The Director shall havethe right to change his or her beneficiary designation at any time. Each beneficiary designationshall become effective only when filed in writing with the Company during the Director’s life on aform prescribed by or approved by the Company. If the Director
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fails to designate a beneficiary as provided above, or if all designated beneficiaries diebefore the Director, then the beneficiary shall be the Director’s estate.**7. Subject to the Plan.**     The Restricted Stock Units subject to this Agreement have been granted under, and are subjectto the terms of, the Plan. The provisions of this Agreement will be interpreted so as to beconsistent with the terms of the Plan, and any ambiguities in this Agreement will be interpreted byreference to the Plan. If any provision of this Agreement is inconsistent with the terms of thePlan, the terms of the Plan will prevail.**8. Miscellaneous.**     **8.1 Binding Effect.**This Agreement will be binding upon the heirs, executors, administratorsand successors of the parties hereto.     **8.2 Section 409A.**This Agreement and the Plan are intended to comply with all applicable law,including the requirements of Section 409A of the Code and Department of Treasury regulations andother interpretive guidance issued thereunder, including, without limitation, any such regulationsor other guidance that may be issued after the effective date of this amendment and restatement ofthe Plan (“Section 409A”), and shall be operated and interpreted in accordance with thisintention.     **8.3 Governing Law.**This Agreement and all rights and obligations hereunder shall be construedin accordance with the Plan and governed by the laws of the State of Minnesota, without regard toconflicts of laws provisions. Any legal proceeding related to this Award or Agreement will bebrought in an appropriate Minnesota court, and the parties hereto consent to the exclusivejurisdiction of the court for this purpose.     **8.4 Entire Agreement.**This Agreement and the Plan set forth the entire agreement andunderstanding between the parties hereto with respect to the grant of the Restricted Stock Unitshereunder and the administration of the Plan, and supersede all prior agreements, arrangements andunderstandings relating to the grant of the Restricted Stock Units hereunder and the administrationof the Plan.     **8.5 Amendment and Waiver.**Other than as provided in the Plan, this Agreement may be amended,waived, modified or canceled only by a written instrument executed by the parties hereto or, in thecase of a waiver, by the party waiving compliance.
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     The parties hereto have executed this Agreement effective the day and year first writtenabove.         **NASH FINCH COMPANY**   **DIRECTOR:**                    By:                   Kathleen M. Mahoney        Senior Vice President, General Counsel & Secretary      
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