Exhibit 10.20
 NASH-FINCH COMPANY
AMENDED AND RESTATED
DIRECTOR DEFERRED COMPENSATION PLAN
 Description
 Name " ) 
 Purpose
 Type .
 Relationship to 1997 Non-Employee Director Stock Compensation Plan
 Participation
 Eligibility
 Enrollment and Commencement of Participation




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Condition of Participation
 Termination of Participation
 Deferral Elections
 Minimum and Maximum Deferrals
 Full Plan Year
 2




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Short Plan Year
 Elections to be Made
        Crediting and Vesting of Contributions to a Participants Account .
 Participant Accounts
 3




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Withholding and Crediting of Covered Compensation
 Crediting of Amounts after Benefit Distribution .
 Vesting
 Investment Credits
 Cash Subaccounts
 Designation of Measurement Funds
 Participant Direction
 4




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Change in Direction for Account Balances and Future Credits
 Effecting a Change in Direction
 Account Adjustment
 Share Subaccounts
 ,
  5




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Adjustments
 No Actual Investment
 Participant Responsibilities
 Distributions of Amounts Credited to Plan Accounts
 Separation Benefit
 Amount of Separation Benefit
 Payment of Separation Benefit
 6




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Change in Election
    Disability Benefit
 Amount of Disability Benefit
 Payment of Disability Benefit
 Death Benefit
 Amount of Death Benefit
 Payment of Death Benefit
 7




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Partial Distributions
 Form of Distribution
 Reduction of Account Balance
 Limitations on Share Distributions
 Withdrawals for Unforeseeable Emergencies
 Suspension of Deferrals; Distribution
 8




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Limitation on Amount of Distribution
 Suspension of Deferrals
 Beneficiary Designation and Distributions .
 Manner of Designation
 Spousal Consent
 No Beneficiary Designation
 9




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Identifying Beneficiaries
 Payment in Event of Incapacity
 Discharge of Obligations
 Source of Payments; Nature of Interest
 Trust
 Establishment of Trust
 Change in Control
 10




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Source of Payments
 Companys Responsibility
 Distributions from the Trust
 Status of Plan and Trust
 Amendment and Termination
 Termination of Plan
  )
 11




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Administration
 Administrator
 Plan Rules and Regulations
 12




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Administrators Discretion
 Specialists Assistance
 Indemnification
 Claims Procedures .
 Submission of Claim
 Consideration by Administrator
    13




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Review of Denied Claim
    Decision on Review
    Extensions of Time
 14




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Legal Action
 Claims Procedures for Disability Claims
         15




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Miscellaneous
 Unsecured General Creditor
 16




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Nonassignability
 Offsets
 Disputes
 No Warranties Regarding Tax Treatment
 Governing Law
 Notices
 
  17




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Successors
 Separability
 Insurance
 Headings
 Definitions
 Account
 Administrator
 Annual Installment Method
 18




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Annual Retainer
 Beneficiary
 Benefit Distribution Date
    Board
 Cash Subaccount
 Change in Control
  19




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Code
 Company
 Director Cash Compensation
 Disability; Disabled
  20




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Disability Benefit
 Investment Credits
 Market Price
 Participant
 Plan
 Plan Rules
 Plan Year
 Qualified Director
 Securities Act
 Separation from Service
 Separation Benefit
 Share Subaccount
 Share Unit
 21




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Shares
  Trust
 Trustee
  22