Prepared by MERRILL CORPORATION









NASH FINCH COMPANY




EXECUTIVE INCENTIVE BONUS AND




DEFERRED COMPENSATION PLAN




 




(As

Amended Through September 30, 2001.)




 




 




1.         PURPOSE OF THE PLAN.  The purpose of this Executive Incentive

Bonus and Deferred Compensation Plan is to increase the interest of the

Company's top executives and key employees in continuing their employment and

to increase their incentive in the management, growth and success of the

business by giving such employees an opportunity to participate in the profits

and growth of the business in the same manner as if they were

shareholders.  The term

"Company" as used in this Plan includes Nash Finch Company and each

of its present and future subsidiaries.




 




2.         ADMINISTRATION OF THE PLAN.  This Plan will be administered by the

Compensation Committee (the "Committee") of the Board of

Directors.  Members of the Committee

shall not be eligible to vote on any resolution relating to their individual

eligibility to participate in the Plan or individual contract.  The Committee is empowered to make such

rules and regulations and interpretations as may be necessary to carry out the

Plan, and its decisions by majority vote shall be binding and conclusive upon

all persons participating in this Plan or claiming any rights thereunder.  A majority of the members of the Committee

shall constitute a quorum for the transaction of business, and all actions

taken at a meeting shall be by the vote of a majority of those present at such

meeting.  Any action may be taken by the

Committee without a meeting upon written consent signed by all the members of

the Committee.  The Committee shall

authorize records required to be maintained under the Plan.  The form of the agreement under this Plan to

be entered into with employees shall be approved by the Committee.




 




3.         PARTICIPANTS.  The Committee shall determine from time to time which executives

or key employees of the Company or any subsidiary shall participate in the

Plan.  Participants may include (a)

directors who are full-time Officers or employees of the Company, (b) full-time

officers and other executive employees of the Company or any subsidiary, and

(c) any other full–time executives or key employees of the Company or any

subsidiary selected by the Committee for any calendar year, established by the

Committee pursuant to its rules and regulations.  Notwithstanding the foregoing, an executive or key employee who

was not participating in the Plan prior to January 1, 2000 shall not begin

participating after December 31, 1999.




 




4.         PROCEDURE FOR SELECTION OF PARTICIPANTS.  At the end of each year or at such time as

the Committee shall establish under its rules and regulations, the Committee

shall, exclusive of any participants who may be members of the Committee,

select the participants to whom allotments are to be made for such year.  The selection of a participant for any year

shall not entitle such participant to an allotment for any subsequent year for

which he is not selected for an allotment. 

Notwithstanding the foregoing, the Committee shall select no

participants to receive allotments under the Plan for any year beginning after

December 31, 1999.




 













5.         AMOUNT OF ALLOTMENTS.  As of the end of each year, the Committee

shall allot to the participants selected for such year, from the amount of the

Incentive Bonus Fund for that year as hereinafter determined, such amount as

the Committee in its sole discretion deems to be advisable and appropriate, but

not more than 33-1/3% of each participant's basic annual salary from the

Company or any subsidiary for such year shall be allotted to him. The Committee

shall notify each participant promptly in writing of any allotment made to

him.  Such allotment shall be evidenced

by a written agreement between the Company and the participant if such

allotment is the first for such participant, or such allotment shall be

included as part of the agreement for any prior year entered into between the

Company and the participant.  Each

allotment shall be contingently credited and converted into share equivalents,

as further provided herein, and shall be distributable only in the manner and

subject to the conditions set forth herein. 

The entire amount of each allotment to each participant shall be

contingently credited to him at the end of each year.  The portion of the Incentive Bonus Fund for any year in excess of

the maximum limitation for all participants, as determined by the Committee,

shall be canceled.  In order to qualify

for an allotment, a participant must be actively employed by the Company, or be

on an approved leave of absence, on the last day of the year for which the

allotment is made.




 




The allotments to

participants for any year shall be made from an Incentive Bonus Fund computed

to be 5% of the excess, if any, of the consolidated net income of the Company

and its consolidated subsidiaries for the year over 6% of the stockholders'

equity, as shown in the consolidated balance sheet of the Company and its

consolidated subsidiaries at the end of the preceding year as certified by the

Company's independent certified public accountants.  No Incentive Bonus Fund shall be computed if the consolidated net

income of the Company and its consolidated subsidiaries for a year does not

exceed 6% of the stockholders' equity at the end of the preceding year.  However, the Committee may, in its discretion

and by appropriate action, authorize an Incentive Bonus Fund of any amount for

such year in the event that the amount of the Incentive Bonus Fund computed

under the formula for such year is zero or an insignificant amount in the

judgment of the Committee. 

"Consolidated net income" as used herein, shall mean the

amount of the net earnings as shown in the consolidated statement of earnings

of the Company and its consolidated subsidiaries for the year as certified by

the Company's independent certified public accountants; subject, however, to

the discretion of the Committee to exclude all or any items of material amount

therein applicable to any prior year.




 




Notwithstanding the

foregoing, the Committee shall make no allotments under the Plan to any participants

for any year beginning after December 31, 1999.




 




6.         CONVERSION OF ALLOTMENTS INTO SHARE EQUIVALENTS AND

CREDIT OF DIVIDEND AND INTEREST EQUIVALENTS.  Each allotment contingently credited to a

participant shall be converted into an equivalent number of shares of the

common stock of the Company (the "Common Stock").  Commencing with any such allotment for 1993,

and for subsequent years, the number of such share equivalents shall be

determined by dividing (a) the amount of the allotment by (b) the average,

rounded to the nearest one–tenth of a cent ($.001), of the closing sales

prices per share for the Common Stock reported by the NASDAQ National Market

System, or such other stock exchange or market on which the Common Stock may be

listed at any particular time (the "Average Price"), for the last

calendar quarter of the year for which the allotment is made.  The number of share equivalents so

determined shall be computed to four decimal places.  For purposes of determining the Average Price, the closing sales

price for any trading day for which there are no reported sales of the Common

Stock shall be deemed to be the last previously reported closing sales price.




 













Each participant shall also be

contingently credited as of the end of each year with an amount equal to the

product of (x) the total dividends per share on the Common Stock declared in

such year multiplied by (y) the aggregate number of share equivalents

contingently credited to the said participant as of the beginning of such year.  The amount so determined and credited shall

be converted to additional share equivalents in the manner stated in the

preceding paragraph using the Average Price for the last calendar quarter of

such year.  In the event that the

authorized shares of Common Stock are split or changed in any manner by reason

of any reorganization, merger, consolidation, stock split, stock dividend, or

recapitalization, then the number of share equivalents and the market value

equivalent thereof contingently credited to each participant shall be

appropriately adjusted.




 




The methods for determining share

equivalents to be credited to participants, as set forth in the preceding two

paragraphs of this Section 6, shall be effective for allotments and dividend

equivalents contingently credited to participants for 1993 and subsequent

years.  Further, the total

"cash" balances contingently credited to participants' accounts for

1992 and prior years for (i) dividends declared and (ii) partial share

equivalents, shall be converted as of December 31, 1993, into additional share

equivalents in the manner stated in the first paragraph of this Section 6,

using the Average Price for the last calendar quarter of 1993.  The conversion of allotments for 1992 and

prior years into share equivalents shall remain as originally determined; that

is, on the basis of the last available closing market quotation price per share

for the Common Stock for the applicable year.




 




In the event that a participant's

allotment and dividend equivalents are to be distributed to the participant in

more than one (1) installment, then the participant shall be paid an amount,

within fifteen (15) days of the end of each quarter of the calendar year, equal

to the interest which would have accrued during the quarter on the unpaid balance

due the participant at the end of such calendar quarter.  The interest rate shall equal the prime

interest rate charged by Norwest Bank Minnesota, N.A. on the last business day

of each quarter. For example, assume that the unpaid balance due a participant

on December 31, Year I is $240,000, and that the participant will receive

monthly payments of $2,000 for a ten (10)-year period beginning in Year

II.  Further assume that the prime

interest rates in effect on the last business day of March, June, September and

December, Year II, are 6-1/4%, 6-3/4%, 7-1/4% and 7-3/4%, respectively. During

Year II, the participant will be due the following additional interest

equivalency payments:




 




	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Quarterly

  Interest


  Equivalency Payments


  	

   


  
	

  1st

  Quarter


  	

   


  	

  $


  	

  234,000


  	

   


  	

  x


  	

   


  	

  .0625


  	

   


  	

  x


  	

   


  	

  .25


  	

   


  	

  =


  	

   


  	

  $


  	

  3,656.25


  	

   


  
	

  2nd

  Quarter


  	

   


  	

  228,000


  	

   


  	

  x


  	

   


  	

  .0675


  	

   


  	

  x


  	

   


  	

  .25


  	

   


  	

  =


  	

   


  	

  3,847.50


  	

   


  
	

  3rd

  Quarter


  	

   


  	

  222,000


  	

   


  	

  x


  	

   


  	

  .0725


  	

   


  	

  x


  	

   


  	

  .25


  	

   


  	

  =


  	

   


  	

  4,023.75


  	

   


  
	

  4th

  Quarter


  	

   


  	

  216,000


  	

   


  	

  x


  	

   


  	

  .0775


  	

   


  	

  x


  	

   


  	

  .25


  	

   


  	

  =


  	

   


  	

  4,185.00


  	

   


  
																		





 













7.         TERMS OF AGREEMENTS.  Each agreement authorized under this Plan

shall cover a period of one year unless additional allotments are made in any

subsequent year, in which case such agreement shall also constitute an

agreement for such subsequent year or years. 

Each agreement shall provide that (a) the participant will continue in

full–time employment with the Company or a subsidiary until age 65 or

other age approved and authorized by the Committee but in no case earlier than

age 60; (b) the participant will, upon retirement, agree to be available for

consultation during the period that he is receiving distributions hereunder;

(c) the participant will refrain from actively participating or engaging in any

business in competition with the Company or any subsidiary; (d) the participant

will agree to the terms of accumulation and distribution of his allotments; and

(e) the participant will agree to be bound concurrently with the Company under

this Plan and the rules and regulations of the Committee promulgated

thereunder.




 




8.         FORFEITURES.  Upon termination of a participant's service with the Company or a

subsidiary prior to age 65, such participant shall forfeit 50% of all

allotments and dividend equivalents contingently credited to him in any year,

except that such forfeiture shall not apply in the case of termination of

service (a) attributable to death, disability, or discharge without cause; (b)

for any reason after the participant has attained age 60; or (c) attributable

to any reason approved by the Committee. 

The entire amount of a participant's allotments, dividend equivalents,

and interest equivalents shall be forfeited and canceled if, without the prior

written consent of the Company, the participant at any time prior to his

termination of service, or during the period that he is receiving distributions

hereunder, actively participates or engages in any business in competition with

the Company or any subsidiary, or fails to hold himself available for

consultation, or if the employment of the participant is terminated at any time

prior to age 65 because of evidence of dishonesty or mistrust in his employment

or because of his involvement in a crime or misdemeanor against the Company or

any subsidiary, or any employee thereof, for which he is convicted or which he

has confessed in writing to the Company or to any law enforcement agency.  Allotments and dividend equivalents

contingently credited to a participant, as well as interest equivalents, that

shall have been forfeited by such participant shall be canceled and shall not

thereafter be reallotted to any other participant.




 




9.         DISTRIBUTION OF ALLOTMENTS.  Distribution of the allotments and dividend

equivalents contingently credited to, and accumulated for the benefit of, a

participant as of the end of the year in which termination of his service

occurs, or as of an earlier date of retirement or other date of termination

which does not entitle him to participate under this Plan for such year, shall

be made by payments in cash in such manner and on such dates as determined by

the Committee, in its sole discretion, immediately prior to the date the first

payment is due or, if the Committee shall not have made such prior

determination as aforesaid, then in equal monthly installments over a period of

one hundred twenty (120) months, commencing with the second month following the

month or following the end of the year of termination of service, whichever is

applicable.  Such installment payments

shall also include an additional sum representing interest equivalency pursuant

to Section 6 hereof.




 













In the event that a

participant dies after retirement but before any or all payments have been

made, all remaining payments shall be made to the person or persons or the

survivors thereof as designated by the participant pursuant to his agreement

with the Company.  The Committee shall

cause the Company to make such payments in the manner of payment then in effect

pursuant to said agreement, or in one or more installments, as the Committee in

its sole discretion may then determine. 

The Company shall deduct from the amount of all payments made under this

Plan any taxes required to be withheld under federal, state or local laws.




 




The amount distributable

to a participant shall be the greater of (a) the amount at which the

participant's total share equivalents were contingently credited to the

participant, or (b) an amount equal to the product of (x) the total share

equivalents contingently credited to the participant multiplied by (y) the

Average Price of the Common Stock for either (i) the calendar quarter ending on

the date of termination (if the participant's date of termination is the last

day of a calendar quarter or the next following day), or (ii) the last sixty–three

(63) days U.S. stock markets are open for the trading of shares prior to or

coinciding with the date of termination (if the participant's date of

termination is not the last day of a calendar quarter or the next following

day).




 




A participant who is

actively employed by the Company, or is on an approved leave of absence, on the

last day of 1999, may elect to transfer all, but not part, of the share

equivalents contingently credited to the participant pursuant to the Plan as of

December 31, 1999 to the Nash Finch Company Supplemental Executive Retirement

Plan (the “SERP”).  If such an election

is made, a dollar denominated credit will be made to a bookkeeping account

established under the SERP as of January 1, 2000.  The amount of the credit to such account under the SERP shall be

equal to the dollar value of the electing participant’s account under the Plan

as of December 31, 1999, including share equivalents credited as of that date

for 1999, determined in the manner established under this Section 9 for

determining amounts distributable to a participant.




 




If a participant makes

the election provided for in the preceding paragraph, the participant shall, as

of January 1, 2000, cease to be a participant entitled to any benefit arising

under or in connection with the Plan. 

The election shall be made in the manner, and in accordance with, the

terms specified, in the SERP.




 




A participant who is actively employed by the Company,

or is on an approved leave of absence, on September 30, 2001, may elect to

transfer all, but not part, of the share equivalents contingently credited to

such participant pursuant to the Plan as of such date into Performance Units

(as defined in the Stock Incentive Plan, as hereinafter defined) granted under

the Nash Finch Company 2000 Stock Incentive Plan (the “Stock Incentive

Plan”).  If such an election is made by

a participant, Performance Units will be granted to such participant under the

Stock Incentive Plan as of October 1, 2001. 

Such Performance Units shall represent the right of such participant to

receive a distribution from the Company in the form of shares of Common Stock

(the “Performance Shares”) upon the achievement of certain employment or

service goals by such participant and upon the termination of such

participant’s employment or other service with the Company, as set forth in

more detail in such participant’s award agreement evidencing such Performance

Units.




 













Prior to any such transfer of share equivalents and

the grant of Performance Units under the Stock Incentive Plan to a participant

pursuant to the preceding paragraph, such participant shall be contingently

credited as of September 30, 2001 with an amount equal to the product of (x)

the total cash dividends per share on the Common Stock declared during the

calendar year 2001 and on or before September 30, 2001, multiplied by (y) the

aggregate number of share equivalents contingently credited to such participant

as of the beginning of the calendar year 2001. 

The amount so determined and credited shall be converted to additional

share equivalents in the manner stated in the first paragraph of Section 6 of

the Plan using the Average Price for the quarter ended September 30, 2001.  In the event that the authorized shares of

Common Stock are, on or before September 30, 2001, split or changed in any

manner by reason of any reorganization, merger, consolidation, stock split,

stock dividend, or recapitalization, then the number of share equivalents then

held by such participant and the market value equivalent thereof contingently

credited to such participant shall be appropriately adjusted.




If a participant makes the election provided for in

the two preceding paragraphs, the participant shall, as of October 1, 2001,

cease to be a participant entitled to any benefit arising under or in

connection with the Plan.




 




10.       RIGHTS OF PARTICIPANTS.  No participant or any other person shall

acquire or have any interest in any fund or in any specific asset or assets of

the Company or any subsidiary by reason of any allotments to him hereunder, nor

any right to receive any distribution under this Plan, except as and to the

extent expressly provided in the Plan. 

Nothing in this Plan shall be deemed to give any officer or employee of

the Company or any subsidiary any right to participate in the Plan except to

such extent, if any, as the Committee may determine in accordance with the

provisions of this Plan.  The adoption

of this Plan or the authorization and execution of an agreement thereunder

shall not be held or construed to confer upon any employee any right or

guarantee of continuation of employment by the Company or any subsidiary, nor

shall it affect in any way the terms of any employment agreement now or

hereafter in effect between the employee and the Company or a subsidiary; and,

further, it shall not confer upon any, participant any rights of a shareholder

by reason of the share equivalents contingently credited to him under this

Plan.




 




11.       NON-ASSIGNABILITY OF AGREEMENT.  The agreement authorized under this Plan

when entered into between the Company and the employee shall not be assignable

or otherwise subject to hypothecation by the employee, nor Shall the employee

acquire any rights to any distributable amount thereunder except as provided in

this Plan and such agreement.  Such

agreement shall continue in force under its terms whether or not this Plan is

amended or terminated, and shall constitute a legally enforceable contract

between the Company and the employee during the period of its existence.




 













12.       AMENDMENT OR TERMINATION OF PLAN.  The Committee may amend or discontinue this

Plan at any time by the affirmative vote of a majority of such Committee who

are not participants under this Plan. 

No amendment, however, shall alter or impair any agreement then in force

without the consent of the employee covered thereby, and no amendment shall

apply to or affect the payment or distribution of any participant of any

amounts contingently credited to him for any year ended prior to the effective

date of such amendment.  Termination of

the Plan shall not affect the agreements theretofore entered into between the

Company and its employees, but all such agreements shall continue in force

after the termination of this Plan in accordance with their terms and

provisions.




 




13.       EFFECTIVE DATE OF PLAN.  This Plan shall become effective upon the

approval of the Executive Committee of the Board of Directors of the Company at

any regular or special meeting, or at any adjournment thereof, called and held

before December 31, 1967, and shall remain in effect until terminated by the

Board of Directors.




 




14.       CHANGE IN CONTROL.  For purposes of this Section 14, a

"Change in Control" of the Company shall mean (a) the sale, lease,

exchange or other transfer of all or substantially all of the assets of the

Company (in one transaction or in a series of related transactions) to any person

that is not controlled by the Company; (b) the approval by the stockholders of

the Company of any plan or proposal for the liquidation or dissolution of the

Company; or (c) 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

May 1, 1988, pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934, as amended (the "Exchange Act"), whether or not

the Company is then subject to such reporting requirement; provided that,

without limitation, such a Change in Control shall be deemed to have occurred

at such time as (x) any person is or becomes the "beneficial owner"

(as defined in Rule 13d–3 under the Exchange Act), directly or

indirectly, of 20% or more of the combined voting power of the Company's

outstanding securities ordinarily having the right to vote at elections of

directors; or (y) individuals who constitute the Board of Directors on May 1,

1988, Cease for any reason to constitute at least a majority thereof, provided

that any person becoming a director subsequent to May 1, 1988, whose election,

or nomination for election by the Company's stockholders, was approved by a

vote of at least a majority of the directors comprising the Board of Directors

on May 1, 1988, (either by a specific vote or by approval of the proxy

statement of the Company in which such person is named as a nominee for

director, without objection to such nomination) shall be, for purpose of this

clause (y), considered as though such person were a member of the Board of

Directors on May 1, 1988.




 




The Company expressly

recognizes that a Change in Control of the Company would be likely to result in

a material alteration or diminution of a participant's position and

responsibilities, and if that were to occur, certain of the terms of this Plan

would be unreasonable or unfair in their application to participants.




 













Accordingly, if during

the term of this Plan, any Change in Control of the Company shall occur, the

following provisions shall be applicable and shall supersede all other

provisions of this Plan:




 




            a.         [Intentionally

omitted.]




 




            b.         Forfeitures.  The provisions of Section 8 shall lapse and

shall have no further applicability to any participant; and




 




            c.         Acceleration.  All amounts credited to and accumulated for

the benefit of a participant (or other person receiving payments or entitled to

receive payments under Section 9, such other person to be hereinafter called

"other recipient"), shall become due and payable and shall be paid in

full on the day the Change in Control becomes effective unless a participant or

other recipient, prior thereto, shall notify the Committee, in writing, that

such participant or other recipient waives the right to acceleration, in which

case the provision of Section 9 shall continue to apply to such participant or

other recipient.  In effecting such

payment, the Committee may make such arrangements, including deposits in escrow

or in trust in advance of the anticipated effective date of the Change in

Control, as it may deem advisable, to carry out the foregoing and to protect

the interests of the Company in the event such Change in Control does not

occur.