EX-10.20






Exhibit 10.20




NASH-FINCH COMPANY

AMENDED AND RESTATED

DIRECTOR DEFERRED COMPENSATION PLAN




1. Description.




     1.1 Name. The name of this plan (the "Plan”) is the “Amended and Restated Nash-Finch
Company Director Deferred Compensation Plan.”



     1.2 Purpose. The purpose of the Plan is to provide each Qualified Director with the
opportunity to defer receipt of Director Cash Compensation through credits to his or her Share
Account or Cash Account.



     1.3 Type. The Plan is maintained primarily for the purpose of providing deferred
compensation for Qualified Directors and is intended to be unfunded for tax purposes. The Plan is
intended to comply in form and operation with all applicable law, including, to the extent
applicable, the requirements of Section 409A of the Code and will be administered, operated and
construed in accordance with this intention. The Plan has been operated in reasonable, good faith
compliance with Section 409A of the Code (within the meaning of Internal Revenue Services Notices
2005-1, 2006-79 and 2007-86) during the period beginning January 1, 2005 and ending on the
effective date of this amendment and restatement.



     1.4 Relationship to 1997 Non-Employee Director Stock Compensation Plan. The Company
previously adopted the Nash-Finch Company 1997 Non-Employee Director Stock Compensation Plan (the
“1997 Plan”), a plan which, as amended, is similar in purpose and type to the Plan. Because of
changes in the Code that change the taxation of non-qualified deferred compensation arrangements
for amounts deferred on or after January 1, 2005, the Company has elected (a) to amend the 1997
Plan to provide that there may be no new participants in such plan after December 31, 2004 and that
no additional deferrals may be made by participants in such plan after December 31, 2004, and (b)
to adopt this new Plan for amounts deferred after December 31, 2004, in each case determining the
timing of any deferral in a manner consistent with Section 409A of the Code and the regulations,
rulings and guidance issued thereunder by the U.S. Treasury Department and the Internal Revenue
Service.



2. Participation.




     2.1 Eligibility. Each individual who is a Qualified Director is eligible to
participate in the Plan. A Participant who has suspended his or her deferral elections in
connection with an Unforeseeable Emergency is not eligible to elect additional deferrals with
respect to the remainder of the Plan Year during which the suspension occurs.



     2.2 Enrollment and Commencement of Participation.




     (a) As a condition to participation, each Qualified Director as of the first day of a
Plan Year shall complete, execute and return to the Administrator an election form and a
beneficiary designation form prior to the first day of such Plan Year, or such earlier
deadline as may be established by the Plan Rules.



 









 






     (b) An individual who first becomes a Qualified Director after the first day of a Plan
Year must, in order to participate for the remainder of that Plan Year, complete and return
to the Administrator the documents specified in Section 2.2(a) within thirty (30) days after
he or she first becomes a Qualified Director, or by such earlier deadline as may be
established by Plan Rules. In such event, such person shall not be permitted to defer under
the Plan any portion of his or her Director Cash Compensation that is paid with respect to
services performed prior to his or her participation commencement date.




     (c) Each Qualified Director shall commence participation in the Plan on the date that
the Administrator determines that the Qualified Director has met all participation
requirements, including returning all required documents to the Administrator within the
specified time period. The Administrator shall process a Participant’s deferral election as
soon as administratively practicable after such deferral election is submitted to and
accepted by the Administrator.




     (d) If a Qualified Director fails to meet all requirements contained in this Section
2.2 within the period required, that Qualified Director shall not be entitled to participate
in the Plan during such Plan Year.



     2.3 Condition of Participation. Each Qualified Director, as a condition of
participation in the Plan, is bound by all of the terms and conditions of the Plan and the Plan
Rules, including but not limited to the reserved right of the Company to amend or terminate the
Plan, and must furnish to the Administrator such pertinent information, and execute such election
forms and other instruments, as the Administrator or Plan Rules may require by such dates as the
Administrator or Plan Rules may establish.



     2.4 Termination of Participation. A Participant will cease to be such as of the date
on which he or she is not then eligible to make deferrals and his or her entire Account balance has
been distributed.



3. Deferral Elections.




     3.1 Minimum and Maximum Deferrals.




     (a) Full Plan Year. For each full Plan Year, a Participant may elect to defer
the payment of his or her Director Cash Compensation by any one percent increment from one
percent to a maximum of one hundred percent (100%). The percentage so elected for Director
Cash Compensation will automatically apply to the Participant’s Director Cash Compensation
as adjusted from time to time. The Participant may also elect to defer any dollar amount of
Director Cash Compensation, in even $1,000 increments, so long as the total amount deferred
will not, in any case, exceed the applicable maximum deferral amount as specified above.
For an election to be effective, a Participant must elect to defer a minimum of $5,000 of
his or her annual Director Cash Compensation. If the Administrator determines, prior to the
beginning of a Plan Year, that a Participant has made an election for less than the stated
minimum annual deferral amount, or if no election is made, the amount deferred shall be
zero.



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     (b) Short Plan Year. If a Participant first becomes eligible to participate in
the Plan after the first day of a Plan Year, the minimum annual amount of his or her
Director Cash Compensation that may be deferred shall be equal to $5,000 multiplied by a
fraction, the numerator of which is the number of complete months remaining in the Plan Year
after the Qualified Director first becomes eligible to participate in the Plan and the
denominator of which is 12. The maximum annual amount that may be deferred for that Plan
Year will be the amount of Director Cash Compensation not yet earned by the Participant as
of the date the Participant commences participation in the Plan.



     3.2 Elections to be Made.




     (a) In connection with a Participant’s commencement of participation in the Plan and
for each succeeding Plan Year, the Participant shall make the following elections:




     (i) an election as to the amount of Director Cash Compensation payable with
respect to such Plan Year that is to be deferred;




     (ii) an election as to how the deferral is to be allocated (in increments of
one percent) among his or her Cash Subaccount and Share Subaccount for such Plan
Year;




     (iii) an election, as described in Section 6.1(b), as to the manner in which
the Participant will receive his or her Separation Benefit for such Plan Year;




     (iv) an election, as described in Section 6.2(b), as to the manner in which the
Participant will receive his or her Disability Benefit for such Plan Year;




     (v) such other elections as the Administrator deems necessary or desirable
under the Plan.




For any election to be valid, the election form must be completed and signed by the
Participant, timely delivered to the Administrator (in accordance with Section 2.2
above) and accepted by the Administrator. Elections with respect to a Plan Year
succeeding the Plan Year in which the Participant’s participation commences shall be
made by timely delivering a new election form to the Administrator, in accordance
with Plan Rules, before the end of the Plan Year preceding the Plan Year for which
the election is made. If no such election form is timely delivered for a Plan Year,
the Director Cash Compensation to be deferred shall be zero for that Plan Year.



4. Crediting and Vesting of Contributions to a Participant’s Account.




     4.1 Participant Accounts. The Administrator will establish and maintain an Account
for each Participant to evidence amounts credited with respect to the Participant pursuant to



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Sections 4 and 5. A Participant’s Account may include a Cash Subaccount and a Share Subaccount.



     4.2 Withholding and Crediting of Covered Compensation. For each Plan Year, deferrals
of Director Cash Compensation shall be withheld at the time the Director Cash Compensation is or
otherwise would be paid to the Participant, whether or not this occurs or would occur during the
Plan Year to which these amounts relate. Deferred amounts of Director Cash Compensation will be
credited to a Participant’s Account at the time such amounts would otherwise have been paid to the
Participant. Such credits to the Qualified Director’s Cash Subaccount will be in U.S. dollars in
an amount equal to the amount of the deferral allocated to the Cash Subaccount by the Qualified
Director. Such credits to a Qualified Director’s Share Subaccount will be the number of full and
fractional Share Units determined by dividing the amount of Director Cash Compensation to be
allocated to the Share Subaccount by the Market Price on the date as of which the credit is made.



     4.3 Crediting of Amounts after Benefit Distribution. Notwithstanding any provision in
the Plan to the contrary, should the complete distribution of a Participant’s vested Account
balance occur prior to the date on which any portion of the Director Cash Compensation that a
Participant has elected to defer in accordance with Section 3.1 would otherwise be credited to the
Participant’s Account, such amount shall not be so credited but shall be paid to the Participant in
a lump sum as soon as administratively practicable after such amount would otherwise have been
credited to the Participant’s Account, but in no event later than March 15 of the year following
the calendar year in which such amount would otherwise have been credited to the Participant’s
Account.



     4.4 Vesting. A Participant shall at all times be 100% vested in his or her Account
balance.



5. Investment Credits.




     5.1 Cash Subaccounts.




     (a) Designation of Measurement Funds. The Administrator will designate two or
more Measurement Funds that will serve as the basis for determining Investment Credits to a
Participant’s Cash Subaccount. The Administrator may, from time to time, designate
additional Measurement Funds or eliminate any previously designated Measurement Funds. The
designation or elimination of a Measurement Fund pursuant to this Section 5.1(a) is not a
Plan amendment. The Administrator will not be responsible in any manner to any Participant,
Beneficiary or other person for any damages, losses, liabilities, costs or expenses of any
kind arising in connection with any designation or elimination of a Measurement Fund.




     (b) Participant Direction. A Participant must direct the manner in which
amounts credited to his or her Cash Subaccount pursuant to Section 4 will be allocated among
and deemed to be invested in the Measurement Funds designated pursuant to Section 5.1(a).
Such allocation and investment directions shall be submitted in writing on an election form
to the Administrator. If a Participant fails to direct the manner in



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which amounts credited
to his or her Cash Subaccount will be deemed to be invested, his or her Cash Subaccount
balance will automatically be allocated to and deemed invested in the Measurement Fund
specified in Plan Rules. Amounts will be deemed to be invested in accordance with the
Participant’s direction on or as soon as administratively practicable after the date the
amounts are credited to the Participant’s Cash Subaccount.




     (c)




     (d) Change in Direction for Account Balances and Future Credits. A Participant
may, at any time, direct a change in the manner in which future credits to his or her Cash
Subaccount pursuant to Section 4 will be, or his or her existing Cash Subaccount balance is,
allocated among and deemed to be invested in the Measurement Funds designated pursuant to
Section 5.1(a). Any such direction may be made separately for an existing Cash Subaccount
balance and for future amounts to be credited to a Cash Subaccount. Any change in
allocation and investment direction shall be submitted in writing on an election form to the
Administrator, and will be effective as soon as reasonably practicable after receipt of the
election form by the Administrator.




     (e) Effecting a Change in Direction. In providing any direction described in
Sections 5.1(b) and (c), the Participant shall specify on the election form, in increments
of one percent (1%), the percentage of his or her Cash Subaccount balance or of future
credits to his or her Cash Subaccount, as applicable, to be allocated/reallocated to each
Measurement Fund. Any such direction will remain in effect until the Participant
subsequently submits a properly completed new election form to the Administrator.




     (f) Account Adjustment. As of the close of business on each day on which
trading occurs on the NASDAQ National Market System, the Administrator will cause each
Participant’s Cash Subaccount balance to be adjusted (upward or downward) to reflect the
investment performance, since the last adjustment, of the Measurement Funds among which the
Cash Subaccount balance has been allocated and hypothetically invested.



     5.2 Share Subaccounts.




     (a) Cash Dividends. If a cash dividend is declared by the Company’s Board, on the date
such dividend is paid or payable to the Company’s stockholders, a Participant’s Share
Subaccount will be credited with that number of full and fractional Share Units determined
by dividing (i) the dollar amount of the dividends that would have been payable to the
Participant if the number of Share Units credited to the Participant’s Share Subaccount on
the record date for such dividend payment had then been Shares registered in the name of
such Participant, by (ii) the Market Price on the date as of which the credit is made.




     (b) Stock Dividends. If a dividend is declared by the Company’s Board which is payable
in Shares, on the date such dividend is paid or payable to the Company’s stockholders, a
Participant’s Share Subaccount will be credited with that number of full and fractional
Share Units determined by multiplying (i) the aggregate



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number of Share Units credited to a
Participant’s Share Subaccount as of such date by (ii) the number of Shares payable as a
dividend on each outstanding Share in connection with such dividend declaration.




     (c) Adjustments. In the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger, consolidation, rights offering or any
other change in the Company’s corporate structure or Shares, the Administrator will make
such adjustment, if any, as the Administrator may deem appropriate in the number and kind of
Share Units credited to Share Subaccounts.



     5.3 No Actual Investment. The Measurement Funds and Share Units are to be used only
for record-keeping purposes to adjust a Participant’s Account Balance, and nothing contained in the
Plan or done in accordance with the terms of the Plan shall be considered or construed in any
manner as an actual investment of a Participant’s Account Balance in any such Measurement Fund or
Share Unit. A Participant’s Account Balance will at all times be a bookkeeping entry only and will
not represent any investment made on his or her behalf by the Company or the Trust; the Participant
shall at all times remain an unsecured creditor of the Company. If the Company or the Trustee
decides to invest funds in any or all of the investments on which the Measurement Funds or Share
Units are based, or in any comparable investments, no Participant shall have any rights in or to
such investments themselves.



     5.4 Participant Responsibilities. Each Participant is solely responsible for any and
all consequences of his or her investment directions made pursuant to Section 3.2(a)(ii) and this
Section 5. Neither the Company, any of its directors, officers or employees, nor the Administrator
has any responsibility to any Participant or other person for any damages, losses, liabilities,
costs or expenses of any kind arising in connection with any investment direction made by a
Participant pursuant to the Plan.



6. Distributions of Amounts Credited to Plan Accounts. 




     6.1 Separation Benefit.




     (a) Amount of Separation Benefit. A Participant who experiences a Separation
from Service shall receive, as a Separation Benefit, his or her vested Account balance,
calculated as of the close of business on the Participant’s Benefit Distribution Date.




     (b) Payment of Separation Benefit. A Participant, in connection with his or
her initial commencement of participation in the Plan and for each succeeding Plan Year,
shall irrevocably elect on an election form to receive his or her Separation Benefit in a
lump sum or pursuant to the Annual Installment Method for up to fifteen (15) years. If a
Participant does not make any election with respect to the payment of his or her Separation
Benefit for a Plan Year, then such Participant shall be deemed to have elected
to receive the Separation Benefit in a lump sum for such Plan Year. For purposes of
this Section 6, a single lump sum payment may be made in the form of cash or Shares. The
lump sum payment shall be made, or installment payments shall commence, no later than sixty
(60) days after the Participant’s Benefit Distribution Date for such Plan Year.



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Remaining installments, if any, shall be paid no later than sixty (60) days after each anniversary of
the Participant’s Benefit Distribution Date for such Plan Year.



     (c) Change in Election. A Participant may change his or her election with
respect to the payment of a Separation Benefit for each Plan Year one time by submitting an
election form to the Administrator in accordance with the following criteria:




     (i) Such election form must be submitted to and accepted by the Administrator
at least twelve (12) months prior to the Participant’s originally scheduled Benefit
Distribution Date for such Plan Year;




     (ii) The Separation Benefit payment(s) is (are) delayed at least five (5) years
from the Participant’s originally scheduled Benefit Distribution Date for such Plan
Year in accordance with the requirements of Section 409A(a)(4) of the Code and
regulations and rulings issued thereunder; and




     (iii) The election to change the timing of the payment of the Separation
Benefit shall have no effect until at least twelve (12) months after the date on
which the election is made for such Plan Year.



     6.2 Disability Benefit.




     (a) Amount of Disability Benefit. Upon a Participant’s Disability, the
Participant shall receive a Disability Benefit, which shall be equal to the Participant’s
vested Account Balance, calculated as of the close of business on the Participant’s Benefit
Distribution Date.




     (b) Payment of Disability Benefit. A Participant, in connection with his or
her initial commencement of participation in the Plan and for each succeeding Plan Year,
shall irrevocably elect on an election form to receive the Disability Benefit in a lump sum
or pursuant to the Annual Installment Method for up to five (5) years. If a Participant
does not make any election with respect to the payment of the Disability Benefit for a Plan
Year, then such Participant shall be deemed to have elected to receive the Disability
Benefit in a lump sum for such Plan Year. The lump sum payment shall be made, or
installment payments shall commence, no later than sixty (60) days after the Participant’s
Benefit Distribution Date. Remaining installments, if any, shall be paid no later than
sixty (60) days after each anniversary of the Participant’s Benefit Distribution Date.



     6.3 Death Benefit.




     (a) Amount of Death Benefit. The Participant’s Beneficiary(ies) shall receive
a Death Benefit upon the Participant’s death which will be equal to the Participant’s vested
Account Balance, calculated as of the close of business on the Participant’s Benefit
Distribution Date.




     (b) Payment of Death Benefit. The Death Benefit shall be paid to the
Participant’s Beneficiary(ies) in a lump sum payment, whether or not installment payments
had already commenced to the Participant before his or her death. The lump



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sum payment
shall be made no later than sixty (60) days after the Participant’s Benefit Distribution
Date.



     6.4 Partial Distributions. Any installment payment or partial distribution to a
Participant from his or her Cash Subaccount shall be deemed to have been made proportionally from
each of the Measurement Funds into which amounts credited to such Subaccount are deemed invested,
based on the ratio of the amount deemed invested in each such Measurement Fund to the Participant’s
total Cash Subaccount balance as of the date the amount of the installment payment or partial
distribution is determined. The undistributed portion of an Account distributed in the form of
installment payments or a partial distribution will continue to receive Investment Credits in
accordance with the Plan.



     6.5 Form of Distribution. Any distribution from a Participant’s Cash Subaccount will
be made in cash only. Any distribution from a Participant’s Share Subaccount will be made in full
Shares only and cash in lieu of any fractional Share (in an amount based on the Market Price on the
applicable distribution date).



     6.6 Reduction of Account Balance. The balance of the Account from which a
distribution is made will be reduced by the amount of the distribution as of the date of the
distribution.



     6.7 Limitations on Share Distributions. Notwithstanding any other provision of the
Plan to the contrary, neither the Company nor the Trustee is required to issue or distribute any
Shares under the Plan, and a distributee may not sell, assign, transfer or otherwise dispose of
Shares issued or distributed pursuant to the Plan, unless (a) there is in effect with respect to
such Shares a registration statement under the Securities Act and any applicable state securities
laws or an exemption from such registration under the Securities Act and applicable state
securities laws, and (b) there has been obtained any other consent, approval or permit from any
other regulatory body which the Company deems
necessary or advisable. The Company or the Trustee may condition such issuance, distribution,
sale or transfer upon the receipt of any representations or agreements from the parties involved,
and the placement of any legends on certificates representing Shares, as may be deemed necessary or
advisable by the Company in order to comply with such securities laws or other restrictions. This
Section 6.7 will not operate to defer the date as of which the benefit payable to the Participant
under the Plan is includable in taxable income under Section 409A of the Code.



7. Withdrawals for Unforeseeable Emergencies.




     7.1 Suspension of Deferrals; Distribution. If a Participant experiences an
Unforeseeable Emergency, the Participant may petition the Administrator to suspend deferrals of
Director Cash Compensation to the extent deemed necessary by the Administrator to satisfy the
Unforeseeable Emergency. If suspension of deferrals is not sufficient to satisfy the Participant’s
Unforeseeable Emergency, or if suspension of deferrals is not required under applicable tax law,
the Participant may further petition the Administrator to receive a partial or full distribution of
his or her vested Account balance from the Plan.



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     7.2 Limitation on Amount of Distribution. Any distribution under Section 7.1(a) shall
not exceed the lesser of (a) the Participant’s vested Account balance, calculated as of the close
of business on the date on which the amount becomes payable, or (b) the amount necessary to satisfy
the Unforeseeable Emergency, plus amounts reasonably necessary to pay taxes reasonably anticipated
as a result of the distribution, all as determined by the Administrator. Notwithstanding the
foregoing, a Participant may not receive a payout from the Plan to the extent that the
Unforeseeable Emergency is or may be relieved (i) through reimbursement or compensation by
insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship or (iii) by suspension
of deferrals under the Plan, if the Administrator, in its sole discretion, determines that
suspension is required by applicable tax law. Any distribution pursuant to this Section 7.1 will
be made first from the Participant’s Cash Subaccount and then from the Participant’s Share
Subaccount, with the amount distributed from the Share Subaccount determined based upon the Market
Price as of the close of business on the date the amount becomes payable.



     7.3 Suspension of Deferrals. If the Administrator approves a Participant’s petition
for suspension and/or distribution under Section 7.1(a), the Participant’s deferrals under the Plan
shall be suspended as of the date of such approval. If a petition for distribution under Section
7.1(a) is approved, the Participant shall receive the approved distribution from the Plan within
sixty (60) days of the date of such approval. Deferrals suspended under this Section 7.1 may not
recommence until the first day of the next Plan Year beginning after the date deferrals ceased.



8. Beneficiary Designation and Distributions.




     8.1 Manner of Designation. Each Participant may designate, on a form prescribed by
the Administrator, one or more primary and contingent Beneficiaries to receive his or her Account
balance after his or her death. A Participant may change or revoke any Beneficiary designation at
any time. Any such designation, change or revocation will be effective only if a properly
completed beneficiary designation form is executed by the Participant and received by the
Administrator during the Participant’s lifetime. Upon receipt by the Administrator of a new
beneficiary designation form, all beneficiary designations previously filed shall be canceled.



     8.2 Spousal Consent. No designation of a primary Beneficiary other than the
Participant’s spouse is effective unless the spouse consents to the designation or the
Administrator determines that spousal consent cannot be obtained because the spouse cannot
reasonably be located or is legally incapable of consenting. Any spousal consent must be in
writing, acknowledge the effect of the election and be witnessed by a notary public. Such a
consent is effective only with respect to the Beneficiary or class of Beneficiaries so designated
and only with respect to the spouse who so consented.



     8.3 No Beneficiary Designation. If a Participant fails to designate a Beneficiary, or
revokes a Beneficiary designation without naming another Beneficiary, or designates one or more
Beneficiaries none of whom survives the Participant or exists at the time in question, then the
Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the
Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary shall be payable to the executor or personal representative of the Participant’s
estate.



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     8.4 Identifying Beneficiaries. The automatic Beneficiaries specified in Section 8.3
and the Beneficiaries designated by the Participant become fixed as of the Participant’s death so
that, if a Beneficiary survives the Participant but dies before the receipt of the payment due such
Beneficiary, the payment will be made to the representative of such Beneficiary’s estate. Any
designation of a Beneficiary by name that is accompanied by a description of relationship to the
Participant or only by statement of relationship to the Participant is effective only to designate
the person or persons standing in such relationship to the Participant at the time of the
Participant’s death. If the Administrator has any doubt as to the proper Beneficiary to receive
payments pursuant to the Plan, the Administrator shall have the right, exercisable in its
discretion, to cause the Company or the Trustee to withhold such payments until this matter is
resolved to the Administrator’s satisfaction.



     8.5 Payment in Event of Incapacity. If any individual entitled to receive any payment
under the Plan is, in the judgment of the Administrator, physically, mentally or legally incapable
of receiving or acknowledging receipt of the payment, and no legal representative has been
appointed for the individual, the Administrator may (but is not required to) cause the payment to
be made to any one or more of the following as may be chosen by the Administrator: the Beneficiary
(in the case of the incapacity of a Participant); the institution maintaining the individual; a
custodian for the individual under the Uniform Transfers to Minors Act of any state; or the
individual’s spouse, children, parents, or other relatives by blood or marriage. The Administrator
is not required to see to the proper application of any such payment.



     8.6 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary
or in accordance with Section 8.5 shall fully and completely discharge the Company and the payment
completely discharges all claims under the Plan against the Company, the Administrator, the Plan
and the Trust to the extent of the payment.



9. Source of Payments; Nature of Interest.




     9.1 Trust.




     (a) Establishment of Trust. The Company may establish a Trust with an
independent corporate trustee in order to provide assets from which the obligations of the
Company to the Participants and their Beneficiaries under the Plan may be fulfilled. The
Trust must be a grantor trust that conforms substantially with the model trust described in
Revenue Procedure 92-64. The Company may from time to time transfer to the Trust cash,
marketable securities or other property, including securities issued by the Company,
acceptable to the Trustee in accordance with the terms of the Trust.




     (b) Change in Control. Notwithstanding Section 9.1(a) and only to the extent
such transfer would not be treated as a transfer of property within the meaning of Section
83(b) of the Code by operation of Section 409A(b)(2) of the Code, not later than the
effective date of a Change in Control, the Company must transfer to the Trust an amount not
less than the amount by which (i) one hundred and twenty five percent (125%) of the
aggregate balance of all Participants’ Accounts as of the last day of the month immediately
preceding the effective date of the Change in Control exceeds (ii) the value



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of the Trust
assets attributable to amounts previously contributed by the Company as of the most recent
date as of which such value was determined.



     9.2 Source of Payments.




     (a) Company’s Responsibility. The Company will pay, from its general assets,
the portion of any benefit payable pursuant to Sections 6, 7 or 8, and all costs, charges
and expenses relating thereto.




     (b) Distributions from the Trust. The Trustee will make distributions to
Participants and Beneficiaries from the Trust in satisfaction of the Company’s obligations
under the Plan in accordance with the terms of the Trust. The Company is responsible for
paying any benefits attributable to a Participant’s Account that are not paid by the Trust.



     9.3 Status of Plan and Trust. The provisions of the Plan shall govern the rights of a
Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall
govern the rights of the Company, Participants and the creditors of the Company to the assets
transferred to the Trust. The Company shall at all times remain liable to carry out its
obligations under the Plan. Nothing contained in the Plan or Trust is to be construed as providing
for assets to be held for the benefit of any Participant or any other person or persons to whom
benefits are to be paid pursuant to the terms of the Plan, with the Participant’s or other person’s
only interest under the Plan being the right to receive the benefits set forth herein. The Trust
is established only for the convenience of the Company and the Participants, and no Participant has
any interest in the assets of the Trust prior to distribution of such assets pursuant to the Plan.
To the extent the Participant or any other person acquires a right to receive benefits under the
Plan or the Trust, such right is no greater than the right of any unsecured general creditor of the
Company.



10. Amendment and Termination.




     10.1 Termination of Plan. By action of its Board, the Company may terminate the Plan
at any time. If the Plan is terminated, no additional deferrals or deferral credits will be made
with respect to affected Participants with respect to the period after the effective date of the
termination, but the Accounts of affected Participants will continue to be credited with Investment
Credits pursuant to Section 5, until they are distributed pursuant to Sections 6, 7 or 8.



     10.2 Amendment of Plan.




     (a) By action of its Board, the Company may amend the Plan at any time and in any
manner, except that (i) no amendment may adversely affect a benefit to which a
Participant or the Beneficiary of a deceased participant is entitled under the Plan as
of the later of the adoption date or effective date of the amendment, (ii) no amendment may
cause the Plan to fail to meet the requirements of Section 409A of the Code with respect to
any Participant without such Participant’s consent and (iii) no attempted amendment to
Section 9.1(b), this Section 10.2 or Section 14.9 will be effective with respect to any
Change in Control, as defined in Section 14.9 without regard to the attempted amendment,
occurring within twelve (12) months after the date on which the attempted amendment is
approved by the Company’s Board unless (x) each Participant provides



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his or her prior
written consent to the amendment, or (y) any such amendment is, in the judgment of the
Company’s Board, necessary in order to cause the Plan to remain compliant with applicable
laws and regulations and to ensure the continued compliance of the Plan with Section 409A of
the Code. Any amendment to the Plan applies only to Participants whose separation from
service with the Company occurs after the effective date of the amendment unless the
amendment expressly otherwise provides.



     (b) In addition, notwithstanding anything to the contrary in the Plan, if and to the extent
the Administrator shall determine that the terms of the Plan may result in the failure of the Plan,
or amounts deferred by or for any Participant under the Plan, to comply with the requirements of
Section 409A of the Code, then (to the extent applicable) the Administrator shall have the
authority (without any obligation to do so or to indemnify any Participant for failure to do so) to
take such action to amend, modify, cancel or terminate the Plan or distribute any or all of the
amounts deferred by or for a Participant, or take such other actions as it determines are necessary
or appropriate to (i) exempt any Account from Section 409A of the Code and/or preserve the intended
tax treatment of the benefits provided with respect to the Account, or (ii) comply with the
requirements of Section 409A of the Code and thereby avoid the application of any penalty taxes
under such Section.



     (c) Notwithstanding any provisions of the Plan to the contrary, if the Administrator
determines that delayed commencement of any portion of the Account payable to a Specified Employee
pursuant to the Plan is required in order to avoid a prohibited distribution under Section
409A(a)(2)(B)(i) of the Code, then no portion of the Participant’s Account shall be payable to
Participant prior to the earlier of (i) the expiration of the six-month period measured from the
date of the Participant’s Separation from Service or (ii) the date of the Participant’s death.
Upon the expiration of the applicable deferral period set forth in Section 409A(a)(2)(B)(i) of the
Code, all payments deferred pursuant to this Subsection (c) shall be paid in a lump sum to the
Participant within 30 days following such expiration, and any remaining payments due to such
Participant shall be paid as otherwise provided by the Plan



11. Administration.




     11.1 Administrator. The general administration of the Plan and the duty to carry out
its provisions will be vested in the Corporate Governance Committee of the Board or such other
Board committee or
person as may be subsequently designated as Administrator by the Board. Any individual
serving as Administrator may be a Participant under the Plan, but any such individual who is a
Participant shall not vote or act on any matter relating solely to himself or herself. Such
committee may delegate such duties or any portion thereof to a named person and may from time to
time revoke such authority and delegate it to another person. To the extent such authority has
been delegated, references in this Plan to the “Administrator” shall be deemed to include any
person to whom the applicable authority has been delegated.



     11.2 Plan Rules and Regulations. The Administrator has the discretionary power and
authority to make such Plan Rules as the Administrator determines to be consistent with the terms,
and necessary or advisable in connection with the administration, of the Plan and to modify or
rescind any such Plan Rules.



12









 





     11.3 Administrator’s Discretion. The Administrator has the sole discretionary power
and authority to make all determinations necessary for administration of the Plan, except those
determinations that the Plan requires others to make, and to construe, interpret, apply and enforce
the provisions of the Plan and Plan Rules whenever necessary to carry out its intent and purpose
and to facilitate its administration, including, without limitation, the discretionary power and
authority to remedy ambiguities, inconsistencies, omissions and erroneous benefit calculations. In
the exercise of its discretionary power and authority, the Administrator will treat all similarly
situated persons uniformly. The Administrator’s interpretations, determinations, regulations and
calculations are final and binding on all persons and parties concerned. However, the
Administrator shall have no power to exercise discretion as to the timing or form of benefit
payments under the Plan.



     11.4 Specialist’s Assistance. The Administrator may retain such actuarial,
accounting, legal, clerical and other services as may reasonably be required in the administration
of the Plan, and may pay reasonable compensation for such services. All costs of administering the
Plan will be paid by the Company.



     11.5 Indemnification. The Company agrees to indemnify and hold harmless, to the
extent permitted by law, each director, officer and employee of the Company and any subsidiary or
affiliate of the Company against any and all liabilities, losses, costs and expenses (including
legal fees) of every kind and nature that may be imposed on, incurred by, or asserted against such
person at any time by reason of such person’s services in connection with the Plan, but only if
such person did not act dishonestly or in bad faith or in willful violation of the law or
regulations under which such liability, loss, cost or expense arises. The Company has the right,
but not the obligation, to select counsel and control the defense and settlement of any action for
which a person may be entitled to indemnification under this provision.



12. Claims Procedures.




     12.1 Submission of Claim. Any Participant or Beneficiary of a deceased Participant
(either being referred to in this Section as a “Claimant”) may deliver to the Administrator a
written claim for a determination with respect to the amounts distributable to such Claimant from
the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim
must be submitted within sixty (60) days after such notice was received by the Claimant. Any other
claim must be made within one hundred and eighty (180) days of the date on which the event that
caused the claim to arise occurred. The claim must state with particularity the determination
desired by the Claimant.



     12.2 Consideration by Administrator. The Administrator will consider a Claimant’s
claim within a reasonable time, but no later than ninety (90) days after receiving the claim. The
Administrator shall notify the Claimant in writing:




     (a) that the claim has been allowed in full; or




     (b) that the claim has been denied in whole or in part, and such notice must set forth
in a manner calculated to be understood by the Claimant:




     (i) the specific reason(s) for the denial of the claim, or any part of it;



13









 






     (ii) specific reference(s) to pertinent provisions of the Plan upon which such
denial was based;




     (iii) a description of any additional material or information necessary for the
Claimant to perfect the claim, and an explanation of why such material or
information is necessary; and




     (iv) an explanation of the claim review procedure set forth in Sections 12.3
and 12.4 below.



     12.3 Review of Denied Claim. Within sixty (60) days after receiving a notice from the
Administrator that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly
authorized representative) may file with the Administrator a written request for a review of the
denial of the claim. The Claimant (or the Claimant’s representative):




     (a) may, upon request and free of charge, have reasonable access to, and copies of, all
documents, records and other information relevant to the claim for benefits;




     (b) may submit written comments or other documents; and/or




     (c) may request a hearing, which the Administrator, in its sole discretion, may grant.



     12.4 Decision on Review. The Administrator shall render its decision on review
promptly and in any case within sixty (60) days of the later of the date the Administrator receives
the Claimant’s written request for a review of the denial of the claim, or the date a hearing is
held at Claimant’s request. In rendering its decision, the Administrator shall take into account
all comments, documents, records and other information submitted by the Claimant relating to the
claim, without regard to whether such information was submitted or considered in the initial
benefit determination. The decision must be written in a manner calculated to be understood by the
Claimant, and it must contain:




     (a) specific reasons for the decision;




     (b) specific reference(s) to the pertinent Plan provisions upon which the decision was
based; and




     (c) a statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of all documents, records and other information
relevant to the Claimant’s claim for benefits.



     12.5 Extensions of Time. The ninety (90) and sixty (60) day periods specified in
Sections 12.2 and 12.4 during which the Administrator must respond to the Claimant may be extended
by up to an additional ninety (90) and sixty (60) days, respectively, if special circumstances
beyond the Administrator’s control so require.



14









 





     12.6 Legal Action. A Claimant’s compliance with the foregoing provisions of this
Section 12 is a prerequisite to a Claimant’s right to commence any legal action with respect to any
claim for benefits under this Plan.



     12.7 Claims Procedures for Disability Claims.





     (a) Consideration by Administrator. Notwithstanding anything in the Plan to the
contrary, in the case of a claim relating to the payment of a Disability benefit under the
Plan, within forty-five (45) days after the Claimant files the claim, the Administrator
shall notify the Claimant whether the claim has been upheld or denied. This period may be
extended for up to thirty (30) days if the Administrator determines that such an
extension is necessary and provides an extension notice during the initial forty-five
(45) day period. If an extension is necessary, a decision shall be made within seventy (75)
days after the Claimant files the claim. A second extension may be granted if, prior to the
end of the first thirty (30) day period, if the Administrator notifies the Claimant that
such an extension is necessary. If a second extension is necessary a decision shall be made
within one hundred five (105) days after the Claimant files the claim. If the Claimant
failed to provide sufficient information to determine whether benefits are covered or
payable under the Plan, the Claimant will have at least forty-five (45) days to complete the
claim. If the Administrator denies the claim, the Claimant shall be provided with written
or electronic notification of the following:




     (i) a description of any additional material or information necessary for the
Claimant to complete the claim and an explanation of why such material or
information is necessary;




     (ii) the specific reason or reasons for the denial;




     (iii) the specific reference to the pertinent provisions of the policy upon
which the decision is based;




     (iv) an explanation of the claim review procedure for appeal of the denial;




     (v) if the denial was based on an internal rule, guideline, protocol, or other
similar criterion, the specific internal rule, guideline, or other similar criterion
should be provided or a statement that such information was relied upon and a copy
will be provided to the Claimant free of charge; and




     (vi) if the decision was based on a medical necessity or experimental
treatment, an explanation of the scientific or clinical judgment for the denial,
applying the terms of the Plan to the Claimant’s medical circumstances, or a
statement that such explanation will be provided free of charge upon request.




     (b) Review of Denied Claim. Within one hundred eighty (180) days after the Claimant
receives notice that the claim has been denied, the Claimant may file a written request to a
new decision-maker who is not a subordinate of the initial decision-maker of the claim
denial. The Claimant is entitled to a new decision on appeal, not simply a



15









 







review of
whether the initial decision was reasonable. If the denial was based on medical judgment,
the Administrator must consult with an independent health care professional who has
appropriate training and experience in the field of medicine. Further, the Administrator
must identify the medical or vocational experts whose advice was obtained regardless of
whether the advice was relied upon in making the decision. The Claimant may also submit
comments, documents, records, and other information after the filing of the appeal that will
be considered even if this information was not submitted or considered during the initial
decision. Prior to this hearing, the Claimant shall have a reasonable opportunity to
review, upon request and free of charge, pertinent documents,
and records. The Administrator shall communicate the decision to the Claimant within
forty-five (45) days after receiving the appeal. This period may be extended one time for
up to forty-five (45) days if the Administrator determines that such an extension is
necessary and the Plan provides an extension notice during the initial forty-five (45) day
period. If an extension is necessary a decision shall be made within ninety (90) days after
the Claimant files the claim. If the Administrator denies the review, the Claimant shall be
provided with the following information:




     (i) The specific reason or reasons for the denial;




     (ii) The specific references to the Plan provisions on which the denial is
based;




     (iii) A statement describing the voluntary appeal procedures;




     (iv) A statement that the Claimant is entitled upon request to receive, free of
charge, all documents, and records relating to the denial;




     (v) If the denial was based on an internal rule, guideline, protocol, or other
similar criterion, the specific internal rule, guideline, or other similar criterion
should be provided or a statement that such information was relied upon and a copy
will be provided to the Claimant free of charge;




     (vi) If the decision was based on a medical necessity or experimental
treatment, an explanation of the scientific or clinical judgment for the denial,
applying the terms of the Plan to the Claimant’s medical circumstances, or a
statement that such explanation will be provided free of charge upon request; and




     (vii) The Claimant and the Plan may have other voluntary alternative dispute
resolution options, such as mediation.



13. Miscellaneous.




     13.1 Unsecured General Creditor. Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or claims in any property
or assets of the Company. The Company’s obligation under the Plan shall be merely that of an
unfunded and unsecured promise to pay money in the future.



16









 





     13.2 Nonassignability. The benefits payable under the Plan and the right to receive
future benefits under the Plan may not be anticipated, alienated, sold, transferred, assigned,
pledged, encumbered or subjected to any charge or legal process. No part of any benefit payable
shall, prior to actual
payment, be subject to seizure, attachment, garnishment or sequestration for the payment of
any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be
transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy
or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.



     13.3 Offsets. The Company may offset against amounts payable to a Participant or
Beneficiary under the Plan any amounts then owing to the Company by such Participant or
Beneficiary.



     13.4 Disputes. In the event of a dispute over whether any person is entitled to a
benefit under the Plan, the amount, form or timing of payment of any such benefit or any other
provision of the Plan, the person is responsible for paying any costs he, she or it incurs,
including attorney’s fees and legal expenses, and the Company is responsible for paying any costs
it incurs, including attorney’s fees and legal expenses.



     13.5 No Warranties Regarding Tax Treatment. The Company makes no warranties regarding
the tax treatment to any person of any deferrals or payments made pursuant to the Plan and each
Participant will hold the Administrator and the Company and its officers, directors, employees,
agents and advisors harmless from any liability resulting from any tax position taken in good faith
in connection with the Plan.



     13.6 Governing Law. To the extent that state law is not preempted by the provisions
of laws of the United States, all questions pertaining to the construction, validity, effect and
enforcement of the Plan will be determined in accordance with the internal, substantive laws of the
State of Minnesota without regard to its conflict of laws rules of the State of Minnesota or any
other jurisdiction.



     13.7 Notices. Any notice or filing required or permitted to be given to the
Administrator under this Plan shall be in writing and either hand-delivered, mailed or sent via
overnight delivery service to the address below:



Nash-Finch Company

Attn: Vice President of Human Resources

7600 France Avenue South

Minneapolis, Minnesota 55435




     Any notice or filing required or permitted to be given to a Participant under this Plan shall
be in writing and either hand-delivered, mailed or sent via overnight delivery service to the last
known address of the Participant. Any notice sent or delivered as provided hereunder shall
be deemed given as of the date of delivery or, if delivery is made by mail, as of the third
business day after deposit in the U.S. mail.



17









 





     13.8 Successors. The provisions of this Plan shall bind and inure to the benefit of
the Company and its successors and assigns.



     13.9 Separability. In case any provision of this Plan shall be illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal or invalid provision had never been
inserted herein.



     13.10 Insurance. The Company, on its own behalf or on behalf of the Trustee, may
apply for and procure insurance on the life of any Participant, in such amounts and in such forms
as the Company may choose. The Company or the Trustee, as the case may be, shall be the sole owner
and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any
such policy or policies, and at the request of the Company shall submit to medical examinations and
supply such information and execute such documents as may be required by the insurance company or
companies to whom the Company has applied for insurance.



     13.11 Headings. The headings of Sections and Subsections are included solely for
convenience of reference; if there exists any conflict between such headings and the text of the
Plan, the text will control.



14. Definitions. The definitions set forth in this Section 14 apply in construing the

Plan unless the context otherwise indicates.




     14.1 Account. “Account” means the bookkeeping account maintained with respect to a
Participant pursuant to Section 4.1 reflecting the amounts owed to the Participant or the
Participant’s Beneficiary under the terms of this Plan. Subaccounts within any such Account may be
established for any Participant to the extent deemed necessary by the Administrator, and will
include a Cash Subaccount and a Share Subaccount.



     14.2 Administrator. The “Administrator” of the Plan is the Corporate Governance Committee of the Board or such
other committee or the person to whom administrative duties are delegated pursuant to the
provisions of Section 11.1, as the context requires.



     14.3 Annual Installment Method. “Annual Installment Method” means a series of annual
cash installment payments (in the case of a Participant’s Cash Subaccount) or annual installment
Share distributions (in the case of a Participant’s Share Subaccount) over a number of years
selected by the Participant in accordance with this Plan, with the amount of each installment
payment to be calculated by multiplying the Participant’s then current vested Cash Subaccount
balance by a fraction, the numerator of which is one and the denominator of which is the remaining
number of annual payments due the Participant, and the number of Shares comprising each installment
Share distribution to be calculated by multiplying the Participant’s then current vested Share Unit
balance in his or her Share Subaccount by the same fraction (and rounding the product to the
nearest full Share). For purposes of Section 409A of the Code, the Participant’s right to receive
installment payments pursuant to the Plan and this Section 14.3 shall be treated as a right to
receive a series of separate and distinct payments. For purposes of this definition, a
Participant’s “then current vested Cash Subaccount balance” or “then current vested Share Unit
balance” shall be (a) for the first annual installment, the Participant’s vested Cash Subaccount
balance or vested Share Unit balance, as the case may be, as of the close of



18









 







business on the
Participant’s Benefit Distribution Date, and (b) for each remaining annual installment, the
comparable balances on the applicable anniversary of the Participant’s Benefit Distribution Date.
By way of example, if the Participant elects a ten (10) year Annual Installment Method for the
Separation Benefit, the first payment or Share distribution shall be 1/10 of the applicable vested
balance, and the following year, the payment or Share distribution shall be 1/9 of the applicable
vested balance.



     14.4 Annual Retainer. “Annual Retainer” means the regular retainer payable by the
Company to a Qualified Director for a twelve (12) month period of service as a Qualified Director,
exclusive of fees specifically paid for attending or chairing regular or special meetings of the
Board and Board committees, fees or special retainers paid for membership on standing Board
committees or for serving as the chair of the Board or standing Board committees, expense
allowances or reimbursements, insurance premiums and any other payments that are determined by
reference to factors other than holding office as a Qualified Director.



     14.5 Beneficiary. “Beneficiary” means one or more persons, trusts, estates or other
entities, designated in accordance with Section 8, that are entitled to receive benefits under this
Plan upon the death of a Participant.



     14.6 Benefit Distribution Date. “Benefit Distribution Date” means the date that triggers distribution of a Participant’s
vested Account Balance. A Participant’s Benefit Distribution Date shall be determined as follows:




     (a) If the Participant experiences a Separation from Service, his or her Benefit
Distribution Date for each Plan Year deferral shall be the date on which the Participant
experiences the Separation from Service, provided, however, (i) if the Participant is a
Specified Employee, his or her Benefit Distribution Date with respect to a Plan Year shall
be postponed to the last day of the six-month period immediately following the date on which
the Participant experiences the Separation from Service, or (ii) in the event the
Participant changes his or her Separation Benefit election in accordance with Section 6.1(c)
with respect to a Plan Year, his or her Benefit Distribution Date for such Plan Year shall
be postponed in accordance with such Section 6.1(c); or




     (b) The date on which the Administrator is provided with proof that is satisfactory to
the Administrator of the Participant’s death, if the Participant dies prior to the complete
distribution of his or her vested Account balance; or




     (c) The date on which the Participant becomes Disabled.



     14.7 Board. “Board” means the board of directors of the Company.



     14.8 Cash Subaccount. “Cash Subaccount” means a Subaccount to which deferrals of
Director Cash Compensation are credited in U.S. dollars.



     14.9 Change in Control. “Change in Control” means:




     (a) Any one person or more than one person acting as a group acquires ownership of
stock of the Company that, together with the stock held by such person or



19









 







group, constitutes
more than fifty percent (50%) of the total fair market value or total voting power of the
stock of the Company. However, if any one person or more than one person acting as a group,
is considered to own more than fifty percent (50%) of the total fair market value or total
voting power of the stock of the Company, the acquisition of additional stock by the same
person or persons is not considered to cause a Change in Control;




     (b) Any one person, or more than one person acting as a group acquires (or has acquired
during the twelve (12) month period ending on the date of the most recent acquisition by
such person or persons) ownership of stock of the Company possessing thirty percent (30%) or
more of the total voting power of the stock of the Company;




     (c) Any one person, or more than one person acting as a group acquires (or has acquired
during the twelve (12) month period ending on the date of the most recent acquisition by
such person or persons) all or substantially all of the assets of the Company immediately
prior to such acquisition or acquisitions; or




     (d) A majority of the members of the Board is replaced during any twelve (12) month
period by directors whose appointment or election is not endorsed by a majority of the
members of the Board prior to the date of the appointment or election;




provided, that the transaction or event described in subsection (a), (b), (c) or (d) also
constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).



     14.10 Code. “Code” means the Internal Revenue Code of 1986, as amended. Any
reference to a specific provision of the Code includes a reference to that provision as it may be
amended from time to time and to any successor provision.



     14.11 Company. “Company” means Nash-Finch Company, and any successor to all or
substantially all of the Company’s assets or business.



     14.12 Director Cash Compensation. “Director Cash Compensation” means all amounts
payable in cash by the Company to a Qualified Director for his or her services to the Company as a
Qualified Director, (a) including an annual retainer for Board and Board committee membership, an
annual retainer for chairing the Board or a Board committee, and fees specifically paid for
attending meetings of the Board and Board committees, but (b) excluding equity-based compensation
arrangements such as stock options and performance or restricted stock units granted under
equity-based compensation plans of the Company, expense allowances or reimbursements and insurance
premiums paid to or on behalf of Qualified Directors.



     14.13 Disability; Disabled. “Disability” or “Disabled” means that a Participant is,
by reason of any medically determinable physical or mental impairment, which can be expected to
result in death or can be expected to last for a continuous period of not less than twelve (12)
months:




     (a) unable to engage in any substantial gainful activity, or



20









 






     (b) receiving income replacement benefits for a period of not less than 3 months under
any accident and health plan covering Employees.



     14.14 Disability Benefit. “Disability Benefit” means the benefit set forth in Section 6.2.



     14.15 Investment Credits. “Investment Credits” are the gains or losses allocable to
the Cash Subaccounts of Participants under Section 5 based on the Measurement Funds elected by the
Participant.



     14.16 Market Price. “Market Price” means the closing sale price for Shares on a
specified date or, if Shares were not then traded, on the most recent prior date when Shares were
traded, all as reported on the Nasdaq National Market or such other exchange as the Shares may be
traded from time to time.



     14.18 Participant. “Participant” is a current or former Qualified Director to whose
Account amounts have been credited pursuant to Section 3 and who has not ceased to be a Participant
pursuant to Section 2.4.



     14.19 Plan. “Plan” means the Amended and Restated Nash-Finch Company Director
Deferred Compensation Plan.



     14.20 Plan Rules. “Plan Rules” are rules, policies, practices or procedures adopted
by the Administrator pursuant to Section 11.2.



     14.21 Plan Year. “Plan Year” means a calendar year.



     14.22 Qualified Director. “Qualified Director” means an individual who is a member of
the Board and who is not a current employee of the Company or any of its subsidiaries.



     14.23 Securities Act. “Securities Act” means the Securities Act of 1933, as amended.
Any reference to a specific provision of the Securities Act includes a reference to that provision
as it may be amended from time to time and to any successor provision.



     14.24 Separation from Service. “Separation from Service” means the Participant’s separation from service as a director
with the Company, voluntarily or involuntarily, for any reason other than Disability or death.



     14.25 Separation Benefit. “Separation Benefit” means the benefit set forth in Section
6.1.



     14.26 Share Subaccount. “Share Subaccount” means an account to which amounts are
credited in Share Units.



     14.27 Share Unit. “Share Unit” means a unit credited to a Participant’s Share
Subaccount pursuant to the Plan, each of which represents the equivalent of one Share.



21









 





     14.28 Shares. “Shares” means shares of common stock of the Company, $1.66-2/3 par
value, or such other class or kind of shares or other securities as may be applicable pursuant to
Section 5.2(b).



     14.29 “Specified Employee” means Specified Employee” means any Participant who, as of the date
of such Participant’s Separation from Service, is determined to be a “key employee” of the Company
and, at such time, the Company has any stock that is publicly traded on an established securities
market or otherwise. For purposes of this definition, a Participant is a “key employee” if the
Participant meets the requirements of Sections 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied
in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the
Code) at any time during the twelve (12) month period ending on the last day of the Company’s
applicable fiscal year (referred to as the “identification date” below). If a Participant is a
“key employee” as of the identification date, such Participant shall be treated as a “key employee”
for the entire twelve (12) month period beginning on the first day of the fourth month following
the identification date. For purposes of this definition, a Participant’s compensation for the
twelve (12) month period ending on an identification date shall mean such Participant’s
compensation, as determined under Treasury Regulation Section 1.415(c)-2(d)(4), from the Company
for such period.



     14.30 Trust. “Trust” means any trust or trusts established by the Company pursuant to
Section 9.1.



     14.31 Trustee. “Trustee” means the independent corporate trustee or trustees that at
the relevant time has or have been appointed to act as Trustee of the Trust.



     14.32 Unforeseeable Emergency. “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting
from an illness or accident of the Participant, the Participant’s spouse, or a dependent of the
Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the Participant.




22