EX-10.22






Exhibit 10.22


NASH-FINCH COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective July 14, 2008




Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1 Description
	 	 	1	 
	1.1 Plan Name
	 	 	1	 
	1.2 Plan Purpose
	 	 	1	 
	1.3 Plan Type
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 Participation
	 	 	1	 
	2.1 Eligibility
	 	 	1	 
	2.2 Condition of Participation
	 	 	2	 
	2.3 Termination of Participation
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 3 Benefits
	 	 	2	 
	3.1 Participant Accounts
	 	 	2	 
	3.2 Compensation Credits
	 	 	2	 
	3.3 Executive Incentive Bonus and Deferred Compensation Plan Interest
	 	 	2	 
	3.4 Earnings Credits
	 	 	3	 
	3.5 Vesting
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 4 Distribution
	 	 	4	 
	4.1 Distribution to Participant
	 	 	4	 
	4.2 Distribution to Beneficiary
	 	 	6	 
	4.3 Payment in Event of Incapacity
	 	 	8	 
	4.4 Effect of Delay or Failure to Ascertain Amount Distributable or to
Locate Distributee
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 5 Source of Payments; Nature of Interest
	 	 	8	 
	5.1 Establishment of Trust
	 	 	8	 
	5.2 Source of Payments
	 	 	9	 
	5.3 Status of Plan
	 	 	9	 
	5.4 Non-assignability of Benefits
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 6 Adoption, Amendment, Termination
	 	 	9	 
	6.1 Adoption
	 	 	9	 
	6.2 Amendment
	 	 	10	 
	6.3 Termination
	 	 	11	 
	 
	 	 	 	 
	ARTICLE 7 Definitions, Construction and Interpretation
	 	 	11	 
	7.1 Account
	 	 	11	 
	7.2 Active Participant
	 	 	11	 






 









 






	 	 	 	 	 
	 	 	Page	 
	7.3 Administrator
	 	 	12	 
	7.4 Affiliate
	 	 	12	 
	7.5 Base Salary
	 	 	12	 
	7.6 Beneficiary
	 	 	12	 
	7.7 Board
	 	 	12	 
	7.8 Change in Control
	 	 	12	 
	7.9 Code
	 	 	13	 
	7.10 Company
	 	 	13	 
	7.11 Cross Reference
	 	 	13	 
	7.12 Deferred Compensation Plan
	 	 	13	 
	7.13 Disabled
	 	 	13	 
	7.14 ERISA
	 	 	13	 
	7.15 Governing Law
	 	 	13	 
	7.16 Grandfathered Benefits
	 	 	13	 
	7.17 Headings
	 	 	14	 
	7.18 Number and Gender
	 	 	14	 
	7.19 Participant
	 	 	14	 
	7.20 Participating Employer
	 	 	14	 
	7.21 Plan
	 	 	14	 
	7.22 Plan Rules
	 	 	14	 
	7.23 Plan Year
	 	 	14	 
	7.24 Section 409A
	 	 	14	 
	7.25 Specified Employee
	 	 	14	 
	7.26 Termination of Employment
	 	 	14	 
	7.27 Trust
	 	 	15	 
	7.28 Trustee
	 	 	15	 
	7.29 Year of Participation
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 8 Administration
	 	 	15	 
	8.1 Administrator
	 	 	15	 
	8.2 Plan Rules
	 	 	16	 
	8.3 Administrator’s Discretion
	 	 	16	 
	8.4 Specialist’s Assistance
	 	 	16	 
	8.5 Indemnification
	 	 	16	 
	8.6 Benefit Claim Procedure
	 	 	16	 
	8.7 Limitations on Certain Actions
	 	 	17	 
	8.8 Claims Procedures for Disability Claims
	 	 	17	 
	 
	 	 	 	 
	ARTICLE 9 Miscellaneous
	 	 	19	 
	9.1 Withholding and Offsets
	 	 	19	 
	9.2 Other Benefits
	 	 	19	 
	9.3 No Warranties Regarding Tax Treatment
	 	 	19	 
	9.4 No Employment Rights Created
	 	 	19	 
	9.5 Successors
	 	 	20	 
	9.6 Section 409A
	 	 	20	 






 









 





NASH-FINCH COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




As Amended and Restated on July 14, 2008




ARTICLE 1

Description





	1.1	 	Plan Name. The name of the Plan is the “Nash-Finch Company Supplemental
Executive Retirement Plan.”
	 
	1.2	 	Plan Purpose. The purpose of the Plan is to provide retirement income to
Participants to supplement amounts available from other sources.
	 
	1.3	 	Plan Type. The Plan is an unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly compensated
employees and, as such, is intended to be exempt from the provisions of Parts 2, 3 and 4 of
Subtitle B of Title I of ERISA by operation of ERISA Sections 201(2), 301(a)(3) and
401(a)(4), respectively. The Plan is also intended to be unfunded for tax purposes. The
Plan will be construed and administered in a manner that is consistent with and gives effect
to the foregoing.
	 
	 	 	The Plan is intended to comply with all applicable law, including, to the extent applicable,
the requirements of Section 409A (as defined below) and will be 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 Service
Notices 2005-1, 2006-79 and 2007-86) during the period beginning on January 1, 2005 and
ending on the effective date of this amendment and restatement.





ARTICLE 2

Participation





	2.1	 	Eligibility.






	 	(A)	 	To be eligible to have credits made to his or her Account pursuant to Section
3.2 for a Plan Year, an individual must






	 	(1)	 	be a member of a “select group of management or highly
compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3)
and 401(a)(1), as determined by the Administrator and
	 
	 	(2)	 	be selected by the Administrator for the Plan Year as evidenced
by a written notice from the Administrator to the individual.






	 	(B)	 	The fact that an individual has been eligible to have credits made to his or
her Account pursuant to Section 3.2 with respect to any particular Plan Year does not




1









 






	 	 	 	give the individual any right to have any credits made to his or her Account with
respect to any other Plan Year.






	2.2	 	Condition of Participation. As a condition of participation, each Participant
is bound by all the terms and conditions of the Plan and the Plan Rules, and must furnish to
the Administrator such pertinent information, and execute such forms and other instruments,
as the Administrator or Plan Rules may require by such dates as the Administrator or Plan
Rules may establish.
	 
	2.3	 	Termination of Participation. A Participant will cease to be a Participant as
of the later of the date on which (a) he or she ceases to be an Active Participant or (b)
his or her entire Account balance has been distributed or forfeited.





ARTICLE 3

Benefits





	3.1	 	Participant Accounts.






	 	(A)	 	The Administrator will establish and maintain an Account for each Participant
to evidence amounts credited with respect to the Participant pursuant to Section 3.2
and related earnings credits pursuant to Section 3.4.
	 
	 	(B)	 	For each Participant for whom a credit is made pursuant to Section 3.3, the
Administrator will establish and maintain a separate Account to evidence the amount
credited pursuant to Section 3.3 and related earnings credits pursuant to Section 3.4.






	3.2	 	Compensation Credits.






	 	(A)	 	As of the close of the last day of each Plan Year, after receiving the earnings
credit for the calendar quarter then ending pursuant to Section 3.4, the Account of
an Active Participant who satisfies the conditions described in Subsection (B) for
the Plan Year will be credited with an amount equal to 20 percent of his or her Base
Salary for the Plan Year.
	 
	 	(B)	 	To be eligible to have a credit made on his or her behalf for a Plan Year, an
Active Participant must be actively employed by, or on an approved leave of absence
from, an Affiliate on the last day of the Plan Year. For this purpose, an Active
Participant’s status as an employee of an Affiliate on the last day of the Plan Year
will be based on the Affiliate’s classification on that day without regard to any
subsequent retroactive reclassification.






	3.3	 	Executive Incentive Bonus and Deferred Compensation Plan Interest.






	 	(A)	 	An Active Participant on January 1, 2000 may elect to have the total share
equivalents contingently credited to the Active Participant as of December 31, 1999
under the Nash-Finch Company Executive Incentive Bonus and Deferred Compensation Plan
(the “Deferred Compensation Plan”) converted to a cash 




2









 






	 	 	 	equivalent and credited
to his or her Account as of January 1, 2000. The amount credited to the Active
Participant’s Account pursuant to this section will be the greater of (1) the amount at
which the Participant’s total share equivalents as of December 31, 1999 were
contingently credited to the Participant under the Deferred Compensation Plan and (2)
an amount equal to the product of (a) the total share equivalents contingently credited
to the Participant under the Deferred Compensation Plan as of December 31, 1999
multiplied by (b) the average, rounded to the nearest one-tenth of a cent ($.001), of
the closing sales price per share of common stock of the Company that was reported by
the NASDAQ National Market System, for the calendar quarter ending on December 31,
1999. For purposes of applying clause (b) of the prior sentence, the closing sales
price for any trading day for which there are no reported sales of common stock of the
Company will be deemed to be the last previously reported closing sales price.
	 
	 	(B)	 	An Active Participant’s election pursuant to Subsection (A) must be (1) in
writing on a form provided by the Administrator and (2) received by the Administrator
not later than a due date specified by the Administrator. The election may be revoked
on or before the due date specified by the Administrator but may not be revoked or
modified after such due date.
	 
	 	(C)	 	An Active Participant whose Account is credited pursuant to this section will
cease to have any interest arising under or in connection with the Deferred
Compensation Plan effective as of January 1, 2000 and the Participant’s rights with
respect to his or her Account will, on and after January 1, 2000, be determined solely
in accordance with the terms of this Plan.






	3.4	 	Earnings Credits . As of the last day of each calendar quarter, the Administrator will, in accordance with
Plan Rules, credit a Participant’s Account, including the undistributed portion of an
Account from which distributions are being made in the form of installment payments, with
earnings in an amount equal to the “applicable percentage” of the average daily balance of
the Account for the quarter. The applicable percentage for a given calendar quarter is the
quarterly equivalent of the average of the annual yield set forth for each month during the
quarter in the Moody’s Bond Record, published by Moody’s Investor’s Service, Inc. (or any
successor thereto) under the heading of “Moody’s Corporate Bond Yield Averages -Av. Corp.”
or, if such yield is no longer available, a substantially similar average selected by the
Administrator.
	 
	3.5	 	Vesting.






	 	(A)	 	Subject to Section 4.1(D)(3), (1) a Participant will acquire a fully vested,
nonforfeitable interest in his or her Account established and maintained pursuant to
Section 3.1(A) upon attaining age 65 while he or she is an employee of an Affiliate or
upon becoming an Active Participant after he or she attains age 65 and (2) a
Participant will acquire a fully vested, nonforfeitable interest in his or her Account
established and maintained pursuant to Section 3.1(B) upon attaining age 60 while he or
she is an employee of an Affiliate.




3









 






	 	(B)	 	A Participant will acquire a fully vested, nonforfeitable interest in his or
her Account if he or she dies or becomes Disabled while he or she is an employee of an
Affiliate.
	 
	 	(C)	 	Subject to Section 4.1(D)(3), a Participant whose employment terminates prior
to his or her attainment of age 65 in the case of the Account established and
maintained pursuant to Section 3.1(A), or prior to his or her attainment of age 60 in
the case of the Account established and maintained pursuant to Section 3.1(B), other
than by reason of his or her death or becoming Disabled will acquire a vested,
nonforfeitable interest in his or her Account to the extent provided in the following
schedule:





	 	 	 	 	 
	Years of Participation	 	Percentage Vested
	Less Than Five Years
	 	 	0	%
	Five Years
	 	 	50	%
	Six Years
	 	 	60	%
	Seven Years
	 	 	70	%
	Eight Years
	 	 	80	%
	Nine Years
	 	 	90	%
	Ten or More Years
	 	 	100	%







	 	 	 	Notwithstanding the foregoing provisions of this subsection, but subject to Section
4.1(D)(3), in no case will a Participant’s vested, nonforfeitable interest in his or
her Account established and maintained pursuant to Section 3.1(B) be less than 50
percent.






	 	(D)	 	A Participant will acquire a fully vested nonforfeitable interest in his or her
Account upon the occurrence of a Change in Control.
	 
	 	(E)	 	The Administrator may at any time accelerate the vesting of all or any part of
the nonvested portion of a Participant’s Account.
	 
	 	(F)	 	The nonvested portion of a Participant’s Account will be permanently forfeited
as of the beginning of the day on which he or she terminates employment.
	 
	 	(G)	 	For purposes of this section, a Participant’s status as an employee of an
Affiliate on a given date will be based on the Affiliate’s classification on that date
without regard to any subsequent retroactive reclassification.





ARTICLE 4

Distribution





	4.1	 	Distribution to Participant.






	 	(A)	 	Form. Distribution to a Participant will be made in the form of 120
monthly payments.




4









 






	 	(B)	 	Time. Subject to Subsection (D) and Section 6.3, distribution to a
Participant will begin during the first month of the Plan Year next following the Plan
Year during which occurs the Participant Termination of Employment (other than a
Termination of Employment due to such Participant’s death).
	 
	 	(C)	 	Amount. The amount of each monthly installment payment will be
determined by dividing the Participant’s vested Account balance as of the last day of
the calendar quarter immediately preceding the payment date, reduced by the amount of
any subsequent installment payments, by the total number of remaining payments
(including the payment in question).
	 
	 	(D)	 	Special Rules. The provisions of this subsection apply notwithstanding
Subsection (A), (B) or (C) to the contrary.






	 	(1)	 	Acceleration. If at any time prior to the date a Participant’s
distribution commences in accordance with Subsection (B), the Plan fails to
meet the requirements of Section 409A, or regulations issued thereunder, the
Administrator shall cause to be distributed a portion of the Account balance of
any Participant who is required to include in income an amount as a result of
such failure. The amount of such accelerated distribution shall not exceed the
lesser of (a) the amount required to be included in such Participant’s gross
income as a result of such failure and (b) the unpaid vested Account balance.
	 
	 	(2)	 	Divestitures.






	 	(a)	 	If a Change in Control occurs due to some or
all of the assets of a Participating Employer being sold or otherwise
disposed of to an acquirer that is not an Affiliate, the Administrator
shall cause to be distributed the vested Account balance of any
Participant whose employment with all Affiliates is terminated in
connection with the sale or disposition unless the acquirer adopts a
successor plan which is substantially similar to the Plan in all
material respects and expressly assumes the Participating Employer’s
obligation to provide benefits to the Participant, in which case the
Participating Employer will cease to have any obligation to provide
benefits to the Participant pursuant to the Plan as of the effective
date of the assumption. Any such distribution will be made in the form
of a lump sum payment as soon as administratively practicable after the
date of the Change in Control, and, in any event, within 60 days of the
occurrence of such Change in Control The amount of the payment will be
equal to the Participant’s vested Account balance as of the last day of
the calendar quarter immediately preceding the payment.
	 
	 	(b)	 	If a Participating Employer ceases to be an
Affiliate, unless otherwise provided in an agreement between an
Affiliate and the 




5









 






	 	 	 	Participating Employer or an Affiliate and an
acquirer that is not an Affiliate,






	 	(i)	 	a Participant who is employed
with the Participating Employer, or
	 
	 	(ii)	 	a Participant who is not employed
with the Participating Employer but has an Account balance
attributable to the Participating Employer






	 	 	 	will not become entitled to his or her Account balance attributable
to the Participating Employer solely as a result of the cessation and
the Participating Employer will, after the date on which it ceases to
be an Affiliated Organization, continue to be solely responsible to
provide benefits to the Participant at least equal to the balance of
the Account as of the effective date of the cessation and as
thereafter increased by credits pursuant to Section 3.2 relating to
the period before the effective date and earnings credits pursuant to
Section 3.4.






	 	(3)	 	Certain Forfeitures. The entire balance of a
Participant’s Account will be permanently forfeited if, without the prior
written consent of the Company, the Participant, at any time prior to his or
her termination of employment or during the period during which he or she is
receiving distributions pursuant to the Plan, actively participates or engages
in any business in competition with any Affiliate or fails to make himself or
herself available for consultation, or if the Participant’s employment is
terminated at any time prior to age 65 because of evidence of dishonesty or
mistrust in his or her employment or because of his or her involvement in a
crime or misdemeanor against any Affiliate or any employee of an Affiliate
for which the Participant is convicted or which the Participant has
confessed in writing to the Company or any law enforcement agency.






	 	(E)	 	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
beginning of the date of the distribution.






	4.2	 	Distribution to Beneficiary.






	 	(A)	 	Form. In the event of a Participant’s Termination of Employment due to
his or her death, the balance of the Participant’s Account will be distributed to the
Participant’s Beneficiary in a lump sum payment whether or not payments had commenced
to the Participant in the form of installments prior to his or her Termination of
Employment due to his or her death.
	 
	 	(B)	 	Time. Subject to Subsection 4.1(D) and Section 6.3, distribution to a
Beneficiary will be made within 60 days after the end of the calendar quarter in which
the Participant’s Termination of Employment due to his or her death occurs.




6









 












	 	(C)	 	Amount. The amount of the payment will be equal to the Participant’s
vested Account balance as of the last day of the calendar quarter immediately preceding
the payment.
	 
	 	(D)	 	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
beginning of the date of the distribution.
	 
	 	(E)	 	Beneficiary Designation.






	 	(1)	 	A Participant may designate, on a form furnished by the
Administrator, one or more primary Beneficiaries or alternative Beneficiaries
to receive all or a specified part of his or her Account after his or her
death, and the Participant may change or revoke any such designation from time
to time. No such designation, change or revocation is effective unless
executed by the Participant and received by the Administrator during the
Participant’s lifetime. No designation of a 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.
The consent must be in writing, must acknowledge the effect of the election and
must be witnessed by a notary public. The 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.
	 
	 	(2)	 	If a Participant






	 	(a)	 	fails to designate a Beneficiary, or
	 
	 	(b)	 	revokes a Beneficiary designation without
naming another Beneficiary, or
	 
	 	(c)	 	designates one or more Beneficiaries none of
whom survives the Participant or exists at the time in question, for
all or any portion of his or her Account,






	 	 	 	such Account or portion will be paid to the Participant’s surviving spouse
or, if the Participant is not survived by a spouse, to the representative of
the Participant’s estate.






	 	(3)	 	The automatic Beneficiaries specified above and, unless the
designation otherwise specifies, 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 or only by statement of
relationship to the Participant is effective only to designate the 




7









 






	 	 	 	person or
persons standing in such relationship to the Participant at the Participant’s
death.






	4.3	 	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 and the payment completely
discharges all claims under the Plan against the Participating Employer, the Plan and Trust
to the extent of the payment.
	 
	4.4	 	Effect of Delay or Failure to Ascertain Amount Distributable or to Locate
Distributee.






	 	(A)	 	If an amount payable under Article 4 or Article 6 cannot be ascertained or the
person to whom it is payable has not been ascertained or located within the stated
time limits and reasonable efforts to do so have been made, then distribution shall
be made not later than 30 days after such amount is determined or such person is
ascertained or located, or as prescribed in Subsection (B).
	 
	 	(B)	 	If, by fifteenth day of the third month following the calendar year in which a
Participant’s Termination of Employment occurs, the Administrator, in the exercise of
due diligence, has failed to locate him (or if after a termination of employment by
reason of death, has failed to locate the person entitled to his vested Account balance
under Section 4.2), the Participant’s entire distributable interest in the Plan shall
be forfeited; provided, however, that if the Participant (or in the case of his death,
the person entitled thereto under Section 4.2) makes proper claim therefor pursuant to
the Plan Rules, the amount so forfeited shall be paid to such Participant or such
person in a lump sum not later than 30 days after such claim is made.





ARTICLE 5

Source of Payments; Nature of Interest





	5.1	 	Establishment of Trust.






	 	(A)	 	A Participating Employer may establish a Trust, or may be covered by a Trust
established by another Participating Employer, with an independent corporate trustee.
The Trust must (1) be a grantor trust with respect to which the Participating Employer
is treated as the grantor for purposes of Code Section 677, (2) not cause the Plan to
be funded for purposes of Title I of ERISA and (3) provide that the Trust assets will,
upon the insolvency of a Participating




8









 






	 	 	 	Employer, be used to satisfy claims of the
Participating Employer’s general creditors. The Participating
Employers may from time
to time transfer to the Trust cash, marketable securities or other property acceptable
to the Trustee in accordance with the terms of the Trust.
	 
	 	(B)	 	Notwithstanding Subsection (A), not later than the effective date of a Change
in Control, each Participating Employer must transfer to the Trust an amount not less
than the amount by which (1) 125 percent of the aggregate balance of all Participants’
Accounts attributable to the Participating Employer as of the last day of the month
immediately preceding the effective date of the Change in Control exceeds (2) the value
of the Trust assets attributable to amounts previously contributed by the Participating
Employer as of the most recent date as of which such value was determined.






	5.2	 	Source of Payments.






	 	(A)	 	Each Participating Employer will pay, from its general assets, the portion of
any benefit pursuant to Article 4 or Section 6.3 attributable to a Participant’s
Account
with respect to that Participating Employer, and all costs, charges and expenses
relating thereto.
	 
	 	(B)	 	The Trustee will make distributions to Participants and Beneficiaries from the
Trust in satisfaction of a Participating Employer’s obligations under the Plan in
accordance with the terms of the Trust. The Participating Employer is responsible for
paying any benefits attributable to a Participant’s Account with respect to that
Participating Employer that are not paid by the Trust.






	5.3	 	Status of 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, 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 Participating
Employers and no Participant has any interest in the assets of the Trust. To the extent the
Participant or any other person acquires a right to receive benefits under the Plan, such
right is no greater than the right of any unsecured general creditor of the Participating
Employer. The Plan is intended to comply with the requirements of Section 409A.

	 
	5.4	 	Non-assignability of Benefits. 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.





ARTICLE 6

Adoption, Amendment, Termination





	6.1	 	Adoption. With the prior approval of the Administrator, an Affiliate may, by
action of its Board, adopt the Plan and become a Participating Employer.




9









 






	6.2	 	Amendment.






	 	(A)	 	The Compensation and Management Development Committee of the Company reserves
the right to amend the Plan at any time to any extent that it may deem advisable. To
be effective, an amendment must be stated in a written instrument approved in advance
or ratified by the Compensation and Management Development Committee and executed in
the name of the Company by a member of the Compensation and Management Development
Committee.
	 
	 	(B)	 	An amendment adopted in accordance with Subsection (A) is binding on all
interested parties as of the effective date stated in the amendment; provided, however,
that (1) no amendment may adversely affect a benefit to which a Participant, or the
Beneficiary of a deceased Participant, is entitled under the terms of the Plan as of
the later of the adoption date or effective date of the amendment (2) no amendment may
cause the Plan to fail to meet the requirements of Section 409A with respect to any
Participant without such Participant’s consent and (3) no attempted amendment to
Section 3.5(D), 5.1(B), this clause (3) or Section 7.8 will be effective with respect
to any Change in Control, as defined in Section 7.8 without regard to the attempted
amendment, occurring within 12 months after the date on which the attempted amendment
is approved by the Compensation and Management Development Committee unless each
Participant provides his or her written consent to the amendment. Notwithstanding the
foregoing, the Compensation and Management Development Committee may amend the Plan at
any time to change the method for determining the earnings credit pursuant to Section
3.4 for the period after the later of the adoption date or effective date of the
amendment, and such amendment may be applied both to future credits to Participants’
Accounts pursuant to Section 3.2 and to existing Account balances (but the amendment
may not reduce the balance of any Account as of the later of the adoption date or
effective date of the amendment). 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 (to the
extent applicable), the Administrator shall have 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 (a) exempt any Account from Section 409A and/or preserve
the intended tax treatment of the benefits provided with respect to the Account, or (b)
comply with the requirements of Section 409A 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




10









 






	 	 	 	earlier of (i)
the expiration of the six-month period measured from the date of the Participant’s
Termination of Employment or (ii) the date of the Participant’s death. Upon the
expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, 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.


	 	(D)	 	Notwithstanding any provisions of the Plan to the contrary, the provisions of
the Plan in effect on October 3, 2004, apply with respect to those Plan benefits that
were earned and vested within the meaning of Treasury Regulations Section 1.409A-6(a)
as of December 31, 2004, as well as the earnings thereon determined in accordance with
Treasury Regulations Section 1.409A-6(a)(3)(iv) (“Grandfathered Benefits”).
	 
	 	(E)	 	The provisions of the Plan in effect at the Termination of a Participant’s
Employment will, except as otherwise expressly provided by a subsequent amendment,
continue to apply to such Participant.






	6.3	 	Termination. The Company reserves the right to terminate the Plan in its
entirety at any time. Each Participating Employer reserves the right to cease its
participation in the Plan at any time. The Plan will terminate in its entirety or with
respect to a particular Participating Employer as of the date specified by the Company or
such Participating Employer in a written instrument by its authorized officers to the
Administrator, adopted in the manner of an amendment. Upon the termination of the Plan in
its entirety or with respect to any Participating Employer, the Company or Participating
Employer, as the case may be, will cause the entire vested Account balance of any or all
Participants, or the Beneficiaries of any or all deceased Participants, to be distributed in
the form of an immediate lump sum payment within twelve months following such termination of
the Plan in an amount equal to the Participant’s vested Account balance as of the last day
of the calendar quarter immediately preceding the payment provided that such termination of
the Plan is not in connection with a downturn in the financial health of the Company and
that such distribution conforms with the requirements of Treasury Regulation Section
1.409A-3(j)(4)(ix). 





ARTICLE 7

Definitions, Construction and Interpretation



The definitions and rules of construction and interpretation set forth in this article apply in
construing the Plan unless the context otherwise indicates.





	7.1	 	Account. “Account” means either or both of the bookkeeping accounts maintained
with respect to a Participant pursuant to Section 3.1, as the context requires.
	 
	7.2	 	Active Participant. “Active Participant” with respect to a Plan Year is an
individual who the Administrator has determined pursuant to Section 2.1 is eligible to have
credits made to his or her Account pursuant to Section 3.2 for the Plan Year.





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	7.3	 	Administrator . The “Administrator” of the Plan is the Compensation and Management Development Committee
of the Company’s Board or the person to whom administrative duties are delegated pursuant to
the provisions of Section 8.1, as the context requires.
	 
	7.4	 	Affiliate. An “Affiliate” is (a) the Company, (b) any corporation that is a
member of a controlled group of corporations, within the meaning of Code Section 414(b),
that includes the Company and (c) any other entity in which the Company has a direct or
indirect ownership interest and which is identified by the Administrator as an Affiliate.
	 
	7.5	 	Base Salary. The “Base Salary” of an Active Participant for any Plan Year is
his or her base salary paid by his or her Participating Employer during the Plan Year. Base
Salary includes only regular cash salary and is determined before any reduction or deduction
of any kind.
	 
	7.6	 	Beneficiary. “Beneficiary” with respect to a Participant is the person
designated or otherwise determined under the provisions of Section 4.2(E) as the distributee
of benefits payable after the Participant’s death. A person designated or otherwise
determined to be a Beneficiary under the terms of the Plan has no interest in or right under
the Plan until the Participant in question has died. A Beneficiary will cease to be such on
the day on which all benefits to which he, she or it is entitled under the Plan have been
distributed.
	 
	7.7	 	Board. “Board” means the board of directors (or any similar decision-making
body) of the applicable Affiliate. When the Plan provides for an action to be taken by the
Board, the action may be taken by any committee or individual authorized to take such action
pursuant to a proper delegation by the applicable board of directors.
	 
	7.8	 	Change in Control.
	 
	 	 	“Change in Control” is any of the following events or transactions:






	 	(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 group,
constitutes more than 50 percent 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 50 percent 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 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 12-month period ending on the date of the most recent




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	 	 	 	acquisition
by such person or persons) all or substantially all of the assets of the Company; or
	 
	 	(D)	 	A majority of the members of the Board is replaced during any 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).
	 
	7.9	 	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.
	 
	7.10	 	Company. “Company” means Nash-Finch Company.
	 
	7.11	 	Cross Reference. References within a section of the Plan to a particular
subsection refer to that subsection within the same section and references within a section
or subsection to a particular clause refer to that clause within the same section or
subsection, as the case may be.
	 
	7.12	 	Deferred Compensation Plan. “Deferred Compensation Plan” has the meaning set forth in
Section 3.3.
	 
	7.13	 	Disabled. “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 12 months:






	 	(A)	 	unable to engage in any substantial gainful activity, or
	 
	 	(B)	 	receiving income replacement benefits for a period of not less than 3 months
under any accident and health plan covering Employees.






	7.14	 	ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended. Any reference to a specific provision of ERISA includes a reference to that
provision as it may be amended from time to time and to any successor provision.
	 
	7.15	 	Governing Law. To the extent that state law is not preempted by the provisions
of ERISA, or any other 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 the conflict
of law principles of the State of Minnesota or any other jurisdiction.
	 
	7.16	 	Grandfathered Benefits. “Grandfathered Benefits” has the meaning set forth in
Section 6.2.




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	7.17	 	Headings. The headings of articles and sections 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.
	 
	7.18	 	Number and Gender. Wherever appropriate, the singular may be read as the
plural, the plural may be read as the singular and one gender may be read as the other
gender.
	 
	7.19	 	Participant. “Participant” is a current or former Active Participant to whose
Account amounts have been credited pursuant to Article 3 and who has not ceased to be a
Participant pursuant to Section 2.3.
	 
	7.20	 	Participating Employer. “Participating Employer” is the Company and any other
Affiliate that has adopted the Plan, or all of them collectively, as the context requires.
An Affiliate will cease to be a Participating Employer upon a termination of the Plan as to
its Employees and the satisfaction in full of all of its obligations under the Plan or upon
its ceasing to be an Affiliate.
	 
	7.21	 	Plan . “Plan” means the Nash-Finch Company Supplemental Executive Retirement Plan as amended and
restated effective July 14, 2008.
	 
	7.22	 	Plan Rules. “Plan Rules” are rules, policies, practices or procedures adopted
by the Administrator pursuant to Section 8.2.
	 
	7.23	 	Plan Year. “Plan Year” means the calendar year.
	 
	7.24	 	Section 409A. “Section 409A” means Section 409A of the Code together with any
Department of Treasury regulations and other interpretive guidance issued thereunder,
including without limitation, any such regulations or other guidance that may be issued
after the effective date of the Plan.
	 
	7.25	 	Specified Employee. “Specified Employee” means any Participant who, as of the
date of such Participant’s Termination of Employment, 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 Code Section
416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the Treasury Regulations
thereunder and disregarding Code Section 416(i)(5)) 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.
	 
	7.26	 	Termination of Employment. “Termination of Employment” means the termination
of the employee-employer relationship between the Participant and the Company, whether




14









 






	 	 	voluntarily or involuntarily, including, without limitation, a termination by resignation,
discharge, disability or death; provided that in each case such “Termination of Employment”
constitutes a “separation from service” within the meaning of Treasury Regulation Section
1.409A-1(h). The Administrator shall have full and final authority, which shall be exercised
in its absolute discretion, to determine conclusively whether a Participant has had a
“Termination of Employment,” the date of such “Termination of Employment,”
and all matters and questions relating to a “Termination of Employment,” including, without
limitation, whether a “Termination of Employment” resulted from a discharge described in
Section 4.1(D)(3) and whether particular leaves of absence constitute a “Termination of
Employment.”.
	 
	7.27	 	Trust. “Trust” means any trust or trusts established by a Participating
Employer pursuant to Section 5.1.
	 
	7.28	 	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.
	 
	7.29	 	Year of Participation.






	 	(A)	 	A Participant will be credited with one “Year of Participation” for each Plan
Year if, at any time during the Plan Year, he or she is either (1) an Active
Participant or (2) an employee of an Affiliate (as classified by the Affiliate at the
time services are performed without regard to any subsequent retroactive
reclassification) with an Account balance under the Plan.
	 
	 	(B)	 	No Participant will be credited with a Year of Participation for any Plan Year
ending before January 1, 2000.
	 
	 	(C)	 	If a Participant terminates employment with all Affiliates and is subsequently
rehired by an Affiliate:






	 	(1)	 	his or her service completed after he or she is rehired will
not increase his or her vested interest in his or her Account balance
attributable to participation before the termination of employment and
	 
	 	(2)	 	his or her Years of Participation completed before his or her
initial termination of employment will be disregarded in determining his or her
vested interest in his or her Account attributable to participation after he or
she is rehired.





ARTICLE 8

Administration





	8.1	 	Administrator. The general administration of the Plan and the duty to carry out
its provisions is vested in the Compensation and Management Development Committee of the
Company’s Board. Such Committee may delegate any nondiscretionary, ministerial duty or any
portion thereof to a named person and may from time to time revoke such authority and
delegate it to another person.




15









 












	8.2	 	Plan Rules. 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.
	 
	8.3	 	Administrator’s Discretion. The Administrator has the 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. However, the
Administrator shall have no power to exercise discretion as to the timing or form of benefit
payments under the Plan.
	 
	8.4	 	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 Participating Employers.
	 
	8.5	 	Indemnification. The Participating Employers jointly and severally agree to
indemnify and hold harmless, to the extent permitted by law, each director, officer, and
employee of any Affiliate 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 Participating Employers have 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.
	 
	8.6	 	Benefit Claim Procedure.






	 	(A)	 	If a request for a benefit by a Participant or Beneficiary of a deceased
Participant is denied in whole or in part, he or she may, not later than 30 days after
the denial, file with the Administrator a written claim objecting to the denial.
	 
	 	(B)	 	The Administrator, not later than 90 days after receipt of such claim, will
render a written decision to the claimant on the claim. If the claim is denied, in
whole or in part, such decision will include the reason or reasons for the denial; a
reference to the Plan provisions on which the denial is based; a description of any
additional material or information, if any, necessary for the claimant to perfect his
or her claim; an explanation as to why such information or material is necessary; and
an explanation of the Plan’s claim procedure.




16









 






	 	(C)	 	The claimant may file with the Administrator, not later than 60 days after
receiving the Administrator’s written decision, a written notice of request for review
of the Administrator’s decision, and the claimant or his or her representative may
thereafter review relevant Plan documents which relate to the claim and may submit
written comments to the Administrator.
	 
	 	(D)	 	Not later than 60 days after receipt of such review request, the Administrator
will render a written decision on the claim, which decision will include the specific
reasons for the decision, including a reference to the Plan’s specific provisions where
appropriate.
	 
	 	(E)	 	The foregoing 90 and 60-day periods during which the Administrator must respond
to the claimant may be extended by up to an additional 90 or 60 days, respectively, if
special circumstances beyond the Administrator’s control so require and notice of such
extension is given to the claimant prior to the expiration of such initial 90 or 60-day
period, as the case may be.
	 
	 	(F)	 	A Participant or Beneficiary must exhaust the procedure described in this
section before making any claim of entitlement to benefits pursuant to the Plan in any
court or other proceeding.






	8.7	 	Limitations on Certain Actions. A Participant or Beneficiary may not commence a
civil action pursuant to ERISA Section 502(a)(1) with respect to a benefit under the Plan
after the earlier of (a) six years after the occurrence of the facts or circumstances that
give rise to or form the basis for such action and (b) two years after the date the
Participant or Beneficiary had knowledge of the facts or circumstances that give rise to or
form the basis for the action.
	 
	8.8	 	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:




17









 












	 	(1)	 	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;
	 
	 	(2)	 	the specific reason or reasons for the denial;
	 
	 	(3)	 	the specific reference to the pertinent provisions of the
policy upon which the decision is based;
	 
	 	(4)	 	an explanation of the claim review procedure for appeal of the
denial;
	 
	 	(5)	 	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
	 
	 	(6)	 	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 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:






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




18









 












	 	(2)	 	The specific references to the Plan provisions on which the
denial is based;
	 
	 	(3)	 	A statement describing the voluntary appeal procedures;
	 
	 	(4)	 	A statement that the claimant is entitled upon request to
receive, free of charge, all documents, and records relating to the denial;
	 
	 	(5)	 	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;
	 
	 	(6)	 	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
	 
	 	(7)	 	The claimant and the Plan may have other voluntary alternative
dispute resolution options, such as mediation. One way to find out what may be
available is to contact your local U.S. Department of Labor Office and the
claimant’s state insurance regulatory agency.





ARTICLE 9

Miscellaneous





	9.1	 	Withholding and Offsets. The Participating Employers and the Trustee retain the
right to withhold from any compensation or benefit payment pursuant to the Plan, any and all
income, employment, excise and other tax as the Participating Employers or Trustee deems
necessary and the Participating Employers may offset against amounts then payable to a
Participant or
Beneficiary under the Plan any amounts then owing to the Participating Employers by such
Participant or Beneficiary.
	 
	9.2	 	Other Benefits. Neither amounts deferred nor amounts paid pursuant to the Plan
constitute salary or compensation for the purpose of computing benefits under any other
benefit plan, practice, policy or procedure of a Participating Employer unless otherwise
expressly provided thereunder.
	 
	9.3	 	No Warranties Regarding Tax Treatment. The Participating Employers make no
warranties regarding the tax treatment to any person of any credits or payments made
pursuant to the Plan and each Participant will hold the Administrator and the Participating
Employers and their officers, directors, employees, agents and advisors harmless from any
liability resulting from any tax position taken in good faith in connection with the Plan.
	 
	9.4	 	No Employment Rights Created. Neither the establishment of or participation in
the Plan gives any Participant the right to continued employment or limits the right of the




19









 






	 	 	Participating Employer to discharge, transfer, demote, modify terms and conditions of
employment or otherwise deal with any employee without regard to the effect which such
action might have on him or her with respect to the Plan.
	 
	9.5	 	Successors. Except as otherwise expressly provided in the Plan, all obligations
of the Participating Employers under the Plan are binding on any successor to the
Participating Employer whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation or otherwise of all or substantially all of the
business and/or assets of the Participating Employer.




9.6 Section 409A. In the event any provision of this Plan, or the application thereof, is
or becomes inconsistent with Section 409A, such provision shall be void or unenforceable. The
other provisions of this Plan shall remain in full force and effect.





20