EX-10.8






Exhibit 10.8




AMENDED AND RESTATED NASH-FINCH COMPANY

DEFERRED COMPENSATION PLAN




As Amended and Restated Effective July 14, 2008




ARTICLE 1

Description





	1.1	 	Plan Name. The name of this plan (the “Plan”) is the “Amended and Restated
Nash-Finch Company Deferred Compensation Plan.”
	 
	1.2	 	Plan Purpose. The purpose of the Plan is to provide Participants with the
opportunity to defer a portion of the Covered Compensation that would otherwise be payable
to them and to compensate Participants for the amount, if any, by which such deferrals
decrease the amount of profit sharing or company matching contributions that would otherwise
be made on their behalf pursuant to the Profit Sharing Plan or a 401(k) Plan. 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.
	 
	1.3	 	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 sections 201(2), 301(a)(3) and 401(a)(4)
thereof, respectively, and from the provisions of Title IV of ERISA, to the extent otherwise
applicable, by operation of section 4021(b)(6) thereof. The Plan will be administered,
operated and construed in accordance with this intention.
	 
	1.4	 	Relationship to Income Deferral Plan. Effective June 1, 1994, the Company
adopted the Nash-Finch Company Income Deferral Plan (the “Income Deferral Plan”), a plan
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 Income Deferral Plan to
provide that there may be no new participants in such plan after December 31, 2004 and that
no additional compensation amounts may be deferred under such plan after December 31, 2004,
and (b) to adopt this new Plan for compensation 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.




 









 











ARTICLE 2

Eligibility, Selection and Enrollment





	2.1	 	Eligibility.






	 	(a)	 	Participation in the Plan shall be limited to Qualified Employees of Employers.
From that group of Qualified Employees, the Compensation Committee shall select, in
its sole discretion, those Qualified Employees who may actually participate in the
Plan. The Compensation Committee may discharge this responsibility by designating
specific categories of Qualified Employees (such as by title, position or pay grade)
who are entitled to participate in the Plan.
	 
	 	(b)	 	At any time during a Plan Year, the Compensation Committee may determine
(either specifically or through the application of a category designation described in
Section 2.1(a)) that a Qualified Employee who became such after the beginning of the
Plan Year is eligible to participate in the Plan with respect to the remainder of the
Plan Year.
	 
	 	(c)	 	The fact that an Employee has been eligible to make deferral elections under
the Plan with respect to any particular Plan Year does not give the Employee any right
to make deferral elections in any other Plan Year. Nevertheless, a determination that
a Qualified Employee is eligible to make deferral elections under the Plan shall be
effective from one Plan Year to the next so long as the individual remains a Qualified
Employee and the Compensation Committee does not act to deny that Employee the ability
to make deferral elections for a future Plan Year.
	 
	 	(d)	 	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 Employee who is selected to
participate in the Plan as of the first day of a Plan Year shall complete and submit to
the Administrative Committee an election and a beneficiary designation in the form and
manner prescribed by Plan Rules prior to the first day of such Plan Year, or such
earlier deadline as may be established by the Plan Rules.
	 
	 	(b)	 	An Employee who first becomes a Qualified Employee after the first day of a
Plan Year must, in order to participate for the remainder of that Plan Year, complete
and submit to the Administrative Committee the election and designation specified in
Section 2.2(a) within thirty (30) days after he or she first becomes eligible to
participate in the Plan, or by such earlier deadline as may be established by Plan
Rules. In such event, such Employee shall not be permitted to defer under the Plan any
portion of his or her Covered Compensation that is paid with respect to services
performed prior to his or her participation commencement date.




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	 	(c)	 	Each Qualified Employee who is selected to participate in the Plan shall
commence participation in the Plan on the date that the Administrative Committee
determines, in its sole discretion, that the Qualified Employee has met all
participation requirements, including returning all required documents to the
Administrative Committee within the specified time period. The Administrative
Committee shall process a Participant’s deferral election as soon as administratively
practicable after such deferral election is submitted to and accepted by the
Administrative Committee.
	 
	 	(d)	 	If a Qualified Employee fails to meet all requirements contained in this
Section 2.2 within the period required, that Qualified Employee shall not be entitled
to participate in the Plan during such Plan Year. In addition, the Administrative
Committee may establish from time to time such other enrollment requirements as it
determines in its sole discretion are necessary or desirable.






	2.3	 	Transfer among Employers. A Participant who transfers employment from one
Employer to another Employer and who continues to be a Qualified Employee after the transfer
will, for the duration of the Plan Year during which the transfer occurs, continue to
participate in the Plan in accordance with the deferral election in effect for the portion
of the Plan Year before the transfer, as a Qualified Employee of such other Employer.
	 
	2.4	 	Multiple Employment. A Participant who is simultaneously employed as a
Qualified Employee with more than one Employer will participate in the Plan as a Qualified
Employee of all such Employers on the basis of a single deferral election applied separately
to his or her Covered Compensation from each such Employer.
	 
	2.5	 	Termination or Ceasing to be a Qualified Employee. A Participant who, during a
Plan Year, terminates his or her employment with all Employers or is determined by the
Administrative Committee to have otherwise ceased to be a Qualified Employee is not eligible
for further deferral credits for the remainder of the Plan Year in which such termination or
determination occurs, and any related deferral election the Participant has made for the
remainder of such Plan Year shall be terminated. If a Participant is no longer eligible to
defer compensation under the Plan, the Participant’s Account shall continue to be governed
by the terms of the Plan until such time as the Participant’s Account Balance is paid in
accordance with the terms of the Plan.
	 
	2.6	 	Condition of Participation. Each Qualified Employee, as a condition of
participation, 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 Administrative Committee such pertinent information as the
Administrative Committee or Plan Rules may require.
	 
	2.7	 	Termination of Participation. A Participant or Beneficiary will cease to be
such as of the date on which his or her entire Account Balance has been distributed.




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ARTICLE 3

Deferral Elections





	3.1	 	Minimum Deferrals.






	 	(a)	 	Covered Compensation. For each full Plan Year, a Participant may elect
to defer the payment of his or her Base Salary, Bonus, Commissions or LTI Amount or any
two or more of the foregoing components of Covered Compensation, by any dollar amount
of any component of Covered Compensation, in even $1,000 increments, so long as the
total amount deferred will not, in any case, exceed the applicable maximum percentage
specified in Section 3.2. A Participant may also elect to defer the payment of his or
her Bonus, Commissions or LTI Amount, but not Base Salary, by any one percent increment
from one percent to a maximum percentage specified in Section 3.2. For an election to
be effective, the following minimum annual deferral amounts must be attained for each
component of Covered Compensation to be deferred for a Plan Year:





	 	 	 	 	 
	Deferral	 	Minimum Amount
	Base Salary
	 	$	3,000	 
	Bonus
	 	$	3,000	 
	Commissions
	 	$	3,000	 
	LTI Amount
	 	$	3,000	 







If the Administrative Committee determines, prior to the beginning of a Plan Year, that a
Participant has made an election with respect to any component of Covered Compensation for
less than the stated minimum annual deferral amount, or if no election is made, the amount
deferred for that component of Covered Compensation shall be zero. If the Administrative
Committee determines at any time before a Bonus, Commission or LTI Amount would otherwise be
paid that a Participant has deferred less than the stated minimum amount for that component
of Covered Compensation for the applicable Plan Year, the amount deferred for that component
shall be zero.




	 	(b)	 	Short Plan Year. If a Qualified Employee first becomes eligible to
participate in the Plan after the first day of a Plan Year, the applicable minimum
annual deferral amounts for such Plan Year shall in each case be an amount equal to the
minimum amount set forth in Section 3.1(a), multiplied by a fraction, the numerator of
which is the number of complete months remaining in the Plan Year after the Qualified
Employee first becomes eligible to participate in the Plan and the denominator of which
is 12.
	 
	 	(c)	 	Revocation or Suspension of Election. No deferral elections with
respect to Base Salary, Bonus, Commissions or LTI Amounts may be revoked after the last
day by which they must be received by the Administrative Committee to be effective,
subject to the ability of a Participant to suspend deferrals as provided in Sections
8.1 or 10.2. In addition, deferrals will be suspended to the extent necessary for the
Employer to comply with the hardship withdrawal provisions of such Employer’s 401(k)
plan.




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	3.2	 	Maximum Deferral.






	 	(a)	 	Covered Compensation. For each full Plan Year, a Participant may elect
to defer Base Salary, Bonus, Commissions and/or LTI Amounts up to the following maximum
percentages for each deferral elected:





	 	 	 	 	 
	Deferral	 	Maximum Percentage
	Base Salary
	 	 	75	%
	Bonus
	 	 	100	%
	Commissions
	 	 	100	%
	LTI Amount
	 	 	100	%







	 	(b)	 	Short Plan Year. If a Qualified Employee first becomes eligible to
participate in the Plan after the first day of a Plan Year, the applicable maximum
annual deferral amounts for such Plan Year shall, in each case, be limited to (i) the
amount of Covered Compensation payable to the Participant with respect to services
rendered to Employers after the date the Qualified Employee becomes a Participant,
multiplied by (ii) the applicable percentage specified in the table in Section 3.2(a).






	3.3	 	Elections to be Made






	 	(a)	 	In General. 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 described in Section 3.1(a), as to the amount
of each component of Covered Compensation payable with respect to services
performed during such Plan Year that is to be deferred;
	 
	 	(ii)	 	an election, as described in Section 7.1(a), as to whether the
Participant wishes to receive a Scheduled Distribution of some or all of the
Covered Compensation to be deferred for such Plan Year;
	 
	 	(iii)	 	an election as described in Section 7.2(b), as to the manner
in which the Participant will receive his or her Retirement Benefit for such
Plan Year;
	 
	 	(iv)	 	an election, as described in Section 7.3(b), as to the manner
in which the Participant will receive his or her Termination Benefit for such
Plan Year;
	 
	 	(v)	 	an election, as described in Section 7.4(b), as to the manner
in which the Participant will receive his or her Disability Benefit for such
Plan Year;
	 
	 	(vi)	 	an election, as described in Section 7.6(a), as to whether the
Participant will receive a Change in Control Benefit for such Plan Year;




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	 	(vii)	 	an election, as described in Sections 16.8(a), (b) and (e), as
to whether the Participant will defer the commencement of benefit payments as
provided in those Sections for such Plan Year; and
	 
	 	(viii)	 	such other elections as the Administrative Committee deems necessary or
desirable under the Plan.






For any election to be valid, the election must be completed by the Participant,
timely submitted to the Administrative Committee (in accordance with Section 2.2
above) and accepted by the Administrative Committee. Elections with respect to a
Plan Year succeeding the Plan Year in which the Participant’s participation
commences shall be made by timely submitting a new election to the Administrative
Committee, 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 is timely
submitted for a Plan Year, the Covered Compensation to be deferred shall be zero for
that Plan Year.




	 	(b)	 	LTI Amount Deferrals. Notwithstanding anything to the contrary in this
Section 3, in connection with a Participant’s deferral of LTI Amounts pursuant to the
Plan, the Participant shall make deferral elections as follows:






	 	(i)	 	If the LTI Amount elected to be deferred is “performance-based
compensation” pursuant to Section 409A of the Code, then the Participant shall
make a deferral election prior to the first day of the last Plan Year in which
the applicable performance period for such LTI Amount occurs, or such earlier
time as required by Section 409A of the Code or by the applicable long term
incentive plan.
	 
	 	(ii)	 	If the LTI Amount elected to be deferred is not
“performance-based compensation” pursuant to Section 409A of the Code, then the
Participant shall make a deferral election prior to the thirtieth (30th) day of
the first Plan Year in which the applicable performance period begins, or such
earlier time as required by Section 409A of the Code or by the applicable long
term incentive plan.





ARTICLE 4

Crediting and Vesting of Contributions to a Participant’s Account





	4.1	 	Participant Accounts. The Administrative Committee will establish and maintain
an Account for each Participant to evidence amounts credited with respect to the Participant
pursuant to Articles 4 and 5. If a Participant defers Covered Compensation from more than
one Employer, the Administrative Committee will establish a separate Account for the
Participant with respect to each such Employer. A Participant’s Account may include a
Cash Subaccount and a Share Subaccount. A Participant’s Cash Subaccount may include a Deferral
and Matching Subaccount, a Scheduled Distribution Subaccount and a Company Contribution
Subaccount. A Participant’s Share Subaccount may include a




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	 	 	Deferral Subaccount, Deferral
and Matching Subaccount and a Scheduled Distribution Subaccount.
	 
	4.2	 	Withholding and Crediting of Covered Compensation. For each Plan Year,
deferrals of Base Salary shall be withheld from each regularly scheduled Base Salary payroll
in equal amounts. Deferrals of Bonus, Commissions and/or LTI Amounts shall be withheld at
the time the Bonus, Commissions or LTI Amounts are 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. Deferral of an LTI Amount that is payable in Shares will be credited to the
Participant’s Share Subaccount (and specifically to the Deferral Subaccount, if one is
established) at the time such amounts would otherwise have been paid to the Participant.
Deferred amounts of Covered Compensation other than amounts described in the preceding
sentence will be credited to a Participant’s Cash Subaccount (and specifically to the
Deferral and Matching Subaccount, if one is established) at the time such amounts would
otherwise have been paid to the Participant.
	 
	4.3	 	Company Contribution Amount. For any Plan Year, an Employer may, in its sole
discretion, credit any amount to the Company Contribution Subaccount of any Participant who
has elected to defer Covered Compensation hereunder for that Plan Year, and any amount so
credited shall be for that Participant the Company Contribution Amount for that Plan Year.
The amount, if any, so credited to a Participant’s Account for a Plan Year will be
determined by the Compensation Committee in the case of the Company, or by the Board of any
other Employer, and may be smaller (including zero) or larger than the amount credited to
any other Participant. The Company Contribution Amount described in this Section 4.3, if
any, shall be credited on a date or dates to be determined by the applicable Employer.
	 
	4.4	 	Company Matching Amount. If a matching contribution is made on behalf of a
Participant for any Plan Year pursuant to an applicable 401(k) Plan, and if that Participant
has elected to defer Covered Compensation hereunder for that Plan Year, then the
Participant’s Deferral and Matching Subaccount will be credited with an amount equal to the
amount, if any, by which (a) the amount of the matching contribution that would have been
allocated to such Participant’s matching account under the 401(k) Plan for the Plan Year but
for the deferrals made pursuant to the Plan exceeds (b) the amount of the matching
contribution actually allocated to such Participant’s 401(k) Plan account for the Plan Year.
The amount of any such credit shall be for that Participant the Company Matching Amount for
that Plan Year. Any Company Matching Amount so credited to the Account of a Participant
under the Plan for any Plan Year shall be credited on a date or dates to be determined by
the Employer.
	 
	4.5	 	Company Profit Sharing Amount. If a profit sharing contribution is made on
behalf of a Participant for any Plan Year pursuant to the Profit Sharing Plan, and if that
Participant has elected to defer Covered Compensation hereunder for that Plan Year, then the
Participant’s Deferral and Matching Subaccount will be credited with an amount equal to the
amount, if any, by which (a) the amount of the profit sharing
contribution that would have
been allocated to his or her account under the Profit Sharing Plan for that Plan Year but
for deferrals made pursuant to the Plan exceeds (b) the amount of the profit sharing




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	 	 	contribution actually allocated to his or her account under the Profit Sharing Plan for such
Plan Year. The amount of any such credit shall be for that Participant the Company Profit
Sharing Amount for that Plan Year. Any Company Profit Sharing Amount so credited to the
Account of a Participant under the Plan for any Plan Year shall be credited on a date or
dates to be determined by the Employer.
	 
	4.6	 	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 Covered Compensation
that a Participant has elected to defer in accordance with Section 3.3 would otherwise be
credited to the Participant’s Account, such amount shall not be credited to the
Participant’s Account, but shall be paid to the Participant in a single lump sum payment as
soon as administratively practicable after such amount would otherwise have been credited to
the Participant’s Account.
	 
	4.7	 	Vesting.






	 	(a)	 	A Participant shall at all times be 100% vested in his or her Deferral and
Matching Subaccount, Deferral Subaccount and Scheduled Distribution Subaccount.
	 
	 	(b)	 	Subject to Section 4.7(c), a Participant shall become vested in his or her
Company Contribution Amount for any Plan Year, together with Investment Credits
thereon, on the basis of the number of years (consecutive twelve (12) month periods)
that have passed since the Company Contribution Amount was credited to the
Participant’s Account, so long as the Participant is an Employee of an Employer as of
the last day of each such twelve (12) month period. Such vesting shall occur in
accordance with the following schedule:





	 	 	 	 	 
	Years Since Company Contribution	 	 
	Amount Was Credited	 	Vested Percentage
	Less than 1 year
	 	 	0	%
	1 year or more, but less than 2
	 	 	33	%
	2 years or more, but less than 3
	 	 	66	%
	3 years or more
	 	 	100	%







	 	(c)	 	Subject to Section 4.7(d), in the event of a Change in Control, or upon a
Participant’s Disability or death while employed by an Employer, a Participant’s
Company Contribution Subaccount shall immediately become 100% vested.
	 
	 	(d)	 	Subject to Section 4.7(e), the vesting schedule for a Participant’s Company
Contribution Subaccount shall not be accelerated upon a Change in Control to the extent
that the Administrative Committee determines that such acceleration would cause any
payment or distribution by the Company to or for the benefit of the Participant
(whether paid or payable or distributed or distributable pursuant to the terms of the
Plan or otherwise including without limitation the lapse or termination of any
restriction on or the vesting or exercisability of any payment or 




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	 	 	 	distribution) to constitute an “excess parachute payment” within the meaning of Section 280G of the
Code.
	 
	 	(e)	 	Section 4.7(d) shall not apply to the extent that such Participant, pursuant to
a separate agreement with his or her Employer, is entitled to a payment to make such
Participant whole for the effect of any excise tax payable pursuant to Section 4999 of
the Code.





ARTICLE 5

Investment Credits





	5.1	 	Cash Subaccounts.






	 	(a)	 	Designation of Measurement Funds. The Administrative Committee will
designate two or more Measurement Funds that will serve as the basis for determining
Investment Credits to a Participant’s Cash Subaccount. The Administrative Committee
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
Administrative Committee 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 Article 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 to the
Administrative Committee in the form and manner established by Plan Rules. If a
Participant fails to direct the manner in 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)	 	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 Article 4 will be, or his or her existing
Account 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 to
the Administrative Committee in the form and manner established by Plan Rules, and will
be effective as soon as reasonably practicable after receipt of the election by the
Administrative Committee.




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	 	(d)	 	Change in Direction for Existing Cash Subaccount Balance. 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 Administrative Committee.
	 
	 	(e)	 	Account Adjustment. As of the close of business on each day on which
trading occurs on the NASDAQ National Market System, the Administrative Committee 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 Fair Market Value
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
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 Administrative
Committee will make such adjustment, if any, as the Administrative Committee 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 Units. A Participant’s Account Balance will at all




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	 	 	times be
a bookkeeping entry only and will not represent any investment made on his or her behalf by
any Employer or the Trust; the Participant shall at all times remain an unsecured creditor
of the applicable Employer. If any Employer 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 this Article 5.
Neither any Employer, any of its directors, officers or employees, the Compensation
Committee nor the Administrative Committee 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 this Article 5.





ARTICLE 6

FICA and Other Taxes





	6.1	 	Deferred and Matching Amounts. For each Plan Year in which Covered Compensation
is being deferred by a Participant, and for each Plan Year in which a Company Matching
Amount and/or a Company Profit Sharing Amount is credited to a Participant’s Account, the
Employer(s) shall withhold from that portion of the Participant’s Covered Compensation that
is not being deferred, in a manner determined by the Employer(s), the Participant’s share of
FICA and other employment taxes on such deferred and credited amounts. If necessary, the
Administrative Committee may reduce the amount of Covered Compensation that is deferred in
order to comply with this Section 6.1.
	 
	6.2	 	Company Contributions. When a Participant becomes vested in a portion of his or
her Company Contribution Subaccount, the applicable Employer(s) shall withhold from the
portion of the Participant’s Covered Compensation that is not being deferred, in a manner
determined by the Employer(s), the Participant’s share of FICA and other employment taxes on
such vested amount.
	 
	6.3	 	Distributions. The applicable Employer(s), or the Trustee, shall withhold from
any distributions made to a Participant under the Plan all federal, state and local income,
employment and other taxes required to be withheld by the Employer(s) in connection with
such payments, in amounts and in a manner to be determined in the sole discretion of the
Employer(s) and the Trustee.





ARTICLE 7

Distributions of Amounts Credited to Plan Accounts





	7.1	 	Scheduled Distributions.






	 	(a)	 	Electing a Scheduled Distribution. Subject to Section 7.1(c), in
connection with each annual election to defer Covered Compensation, a Participant may
irrevocably elect to receive a Scheduled Distribution from the Plan with respect to all
or a portion of the amount of Covered Compensation to be deferred for such




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	 	 	 	Plan Year.
The Scheduled Distribution with respect to a particular Plan Year shall be a single
lump sum payment equal to the balance in the Scheduled Distribution Subaccount
applicable to that Plan Year, calculated as of the close of business on the January 1
on which the Scheduled Distribution becomes payable. For purposes of this Section 7, a
single lump sum payment may be made in the form of cash or Shares. Each Scheduled
Distribution elected shall be paid out during a sixty (60) day period commencing
immediately after the January 1 payable date designated by the Participant. The
January 1 payable date designated by the Participant must be at least three Plan Years
after the end of the Plan Year to which the Participant’s deferral election described
in this Article 7.1 relates. By way of example, if a Scheduled Distribution is elected
for Covered Compensation payable with respect to services performed in the Plan Year
commencing January 1, 2005, the Scheduled Distribution could first become payable on
January 1, 2009 and would be paid out during the sixty (60) day period immediately
thereafter.
	 
	 	(b)	 	Postponing Scheduled Distributions. Subject to Section 7.1(c), a
Participant may make a one-time election to postpone any Scheduled Distribution
described in Section 7.1(a) above, and have such amount paid out in a single lump sum
payment during a sixty (60) day period commencing immediately after an allowable
alternative distribution payable date designated by the Participant in accordance with
this Section 7.1(b). In order to make this one-time election, the Participant must
submit a new Scheduled Distribution election form to the Administrative Committee in
accordance with the following criteria:






	 	(i)	 	Such election form must be submitted to and accepted by the
Administrative Committee at least twelve (12) months prior to the Participant’s
previously designated Scheduled Distribution payable date;
	 
	 	(ii)	 	The new Scheduled Distribution payable date selected by the
Participant must be a January 1 at least five years after the previously
designated Scheduled Distribution payable date; and
	 
	 	(iii)	 	The election of the new Scheduled Distribution payable date
will not be effective until twelve (12) months after the date on which the
election is made.






	 	(c)	 	Other Distributions Take Precedence. If a Participant becomes entitled
to the distribution of his or her Account under Sections 7.2, 7.3, 7.4, 7.5 or 7.6
prior to such Participant’s Scheduled Distribution payable date, such Participant’s
Scheduled Distribution shall not be paid in accordance with Section 7.1(a) or (b), but
the balance in the Scheduled Distribution Subaccount will be distributed in accordance
with the other applicable Section in this Article 7.




12









 












	7.2	 	Retirement Benefit.






	 	(a)	 	Amount of Retirement Benefit. A Participant who Retires shall receive,
as a Retirement Benefit, his or her vested Account Balance, calculated as of the close
of business on the Participant’s Benefit Distribution Date.
	 
	 	(b)	 	Payment of Retirement 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 in the form and manner prescribed by Plan Rules to
receive his or her Retirement Benefit in a single lump sum payment or pursuant to the
Annual Installment Method for up to 15 years. If a Participant does not make any
election with respect to the payment of his or her Retirement Benefit for a Plan Year,
then such Participant shall be deemed to have elected to receive the Retirement Benefit
in a single lump sum payment for such Plan Year. The single 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. 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.






	7.3	 	Termination Benefit.






	 	(a)	 	Amount of Termination Benefit. A Participant who experiences a
Termination of Employment shall receive, as a Termination Benefit, his or her vested
Account Balance, calculated as of the close of business on the Participant’s Benefit
Distribution Date.
	 
	 	(b)	 	Payment of Termination 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 in the form and manner prescribed by Plan Rules to
receive the Termination Benefit in a single lump sum payment or pursuant to the Annual
Installment Method for up to 5 years. If a Participant does not make any election with
respect to the payment of the Termination Benefit for a Plan Year, then such
Participant shall be deemed to have elected to receive the Termination Benefit in a
single lump sum payment. The single 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 installment payments, if any, shall be paid no later than
sixty (60) days after each anniversary of the Participant’s Benefit Distribution Date.






	7.4	 	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.




13









 






	 	(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 in the form and manner prescribed by Plan Rules to
receive the Disability Benefit in a single lump sum payment or pursuant to the Annual
Installment Method for up to 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 single lump sum
payment. The single 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. 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.






	7.5	 	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 single lump sum payment, whether or not installment
payments had already commenced to the Participant before his or her death. The single
lump sum payment shall be made no later than sixty (60) days after the Participant’s
Benefit Distribution Date.






	7.6	 	Change in Control Benefit.






	 	(a)	 	Election of Change in Control Benefit. A Participant, in connection
with his or her commencement of participation in the Plan and for each succeeding Plan
Year, shall irrevocably elect in the form and manner prescribed by Plan Rules whether
to (i) receive a Change in Control 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, or (ii) have his or her Account Balance remain in the Plan
upon the occurrence of a Change in Control. If a Participant does not make any
election with respect to the payment of a Change in Control Benefit for a Plan Year,
then such Participant’s Account Balance shall remain in the Plan upon a Change in
Control and shall continue to be subject to the terms and conditions of the Plan.
	 
	 	(b)	 	Payment of Change in Control Benefit. Subject to Section 4.7(d), the
Change in Control Benefit, if any, shall be paid to the Participant in a single lump
sum payment no later than sixty (60) days after the Participant’s Benefit Distribution
Date.






	7.7	 	Special LTIP Benefit. Notwithstanding anything to the contrary in Sections 7.1
through 7.6, if any amount or benefit is payable under this Plan pursuant to any mandatory




14









 






	 	 	provision(s) of the Company’s long term incentive program (the “LTIP”), the time and manner of
such payment shall be determined pursuant to such provision(s) instead of pursuant to the
terms of this Article 7.
	 
	7.8	 	Form of Distribution. Distributions to a Participant from his or her Share
Subaccount shall be made in the form of whole Shares. Distributions from the Participant’s
Cash Subaccount shall be made in the form of cash.
	 
	7.9	 	Partial Distributions. Partial distributions generally will be made pro rata
between the Cash Subaccount and the Share Subaccount, provided, however, the partial
distribution to be made in Shares shall be rounded down to the nearest whole Share with the
balance of the distribution made in cash from the Cash Subaccount. Any installment payment
or partial distribution to a Participant shall be deemed to have been made proportionally
from each of the Measurement Funds into which amounts credited to his or her Cash 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 thee Plan.





ARTICLE 8

Withdrawals for Unforeseeable Emergencies





	8.1	 	Suspension of Deferrals; Distribution. If a Participant experiences an
Unforeseeable Emergency, the Participant may petition the Administrative Committee to
suspend deferrals of Covered Compensation to the extent deemed necessary by the
Administrative Committee 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
Administrative Committee to receive a partial or full distribution of his or her vested
Account Balance from the Plan.
	 
	8.2	 	Limitation on Amount of Distribution. Any distribution under Section 8.1 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, as determined by the
Administrative Committee in its sole discretion, 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 Administrative
Committee. 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
Administrative Committee, in its sole discretion, determines that suspension is required by
applicable tax law.




15









 






	8.3	 	Suspension of Deferrals. If the Administrative Committee approves a
Participant’s petition for suspension and/or distribution under Section 8.1, the
Participant’s deferrals under the Plan shall be suspended as of the date of such approval.
If a petition for distribution under Section 8.1 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 Article 8 may not recommence until the first day of the next
Plan Year beginning after the date deferrals ceased.





ARTICLE 9

Beneficiary Designation and Distributions





	9.1	 	Manner of Designation. Each Participant may designate, in the form and manner
prescribed by the Administrative Committee, 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 is submitted to and
received by the Administrative Committee during the Participant’s lifetime. Upon receipt by
the Administrative Committee of a new beneficiary designation, all beneficiary designations
previously filed shall be canceled.
	 
	9.2	 	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
Administrative Committee 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.
	 
	9.3	 	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.
	 
	9.4	 	Identifying Beneficiaries. The automatic Beneficiaries specified in Section 9.3
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
Administrative Committee has any doubt as to the proper Beneficiary to receive payments
pursuant to the Plan, the Administrative Committee shall have the right, exercisable in its
discretion,




16









 






	 	 	to cause the applicable Employer or the Trustee to withhold such payments until
this matter is resolved to the Administrative Committee’s satisfaction.
	 
	9.5	 	Payment in Event of Incapacity. If any individual entitled to receive any
payment under the Plan is, in the judgment of the Administrative Committee, physically,
mentally or legally incapable of receiving or acknowledging receipt of the payment, and no
legal representative has been appointed for the individual, the Administrative Committee 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 Administrative Committee: 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 Administrative
Committee is not required to see to the proper application of any such payment.
	 
	9.6	 	Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary or in accordance with Section 9.5 shall fully and completely discharge all
Employers and the payment completely discharges all claims under the Plan against the
Employers, the Administrative Committee, the Plan and the Trust to the extent of the
payment.





ARTICLE 10

Leave of Absence





	10.1	 	Paid Leave of Absence. If a Participant is authorized by his or her Employer
to take a paid leave of absence from the employment of the Employer, (a) the Participant
shall continue to be considered eligible for the benefits provided in Articles 7 and 8 in
accordance with the provisions of those Articles, and (b) the deferrals of Covered
Compensation shall continue to be withheld during such paid leave of absence in accordance
with Article 4.
	 
	10.2	 	Unpaid Leave of Absence. If a Participant is authorized by his or her Employer
to take an unpaid leave of absence from the employment of the Employer, such Participant
shall continue to be eligible for the benefits provided in Articles 7 and 8 in accordance
with the provisions of those Articles. During the unpaid leave of absence, the
Participant’s deferrals shall be suspended and the Participant shall not be allowed to make
any additional deferral elections. If the Participant returns to active employment during
the Plan Year in which the leave of absence occurred, deferrals shall resume in accordance
with the Participant’s election applicable to that Plan Year. If the Participant returns to
active employment during any subsequent Plan Year, the Participant may elect to defer
Covered Compensation for the Plan Year following the Plan Year during which the Participant
returns to active employment in accordance with Section 2.2(a).





ARTICLE 11

Source of Payments; Nature of Interest





	11.1	 	Trust.





	 
	 	(a)	 	Establishment of Trust. An Employer may establish a Trust, or may be
covered by a Trust established by another Employer, with an independent corporate
trustee



17









 






	 	 	 	in order to provide assets from which the obligations of the Employer(s) 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 Employers 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 11.1(a) and only if and to
the extent such transfer will not be treated as a transfer of property within the
meaning of Section 83 of the Code or Section 409A(b)(2) of the Code, not later than the
effective date of a Change in Control, each Employer must transfer to the Trust an
amount not less than the amount by which (i) 125 percent (125%) of the aggregate vested
balance of all Participants’ Accounts attributable to the Employer as of the last day
of the month immediately preceding the effective date of the Change in Control exceeds
(ii) the value of the Trust assets attributable to amounts previously contributed by
the Employer as of the most recent date as of which such value was determined.






	11.2	 	Source of Payments.






	 	(a)	 	Employer’s Responsibility. Each Employer will pay, from its general
assets, the portion of any benefit payable pursuant to Articles 7 or 8 that is
attributable to a Participant’s Account with respect to that Employer, 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 an Employer’s
obligations under the Plan in accordance with the terms of the Trust. Each Employer is
responsible for paying any benefits attributable to a Participant’s Account with
respect to that Employer that are not paid by the Trust.






	11.3	 	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 Employers, Participants and the creditors of the Employers to
the assets transferred to the Trust. Each Employer 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
Employers 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
Employer.




18









 











ARTICLE 12

Administration





	12.1	 	Administrative Committee. The Plan will be administered on behalf of the
Company by a committee (the “Administrative Committee”) whose members will be appointed by
and will serve at the pleasure of the Company’s Compensation Committee. Members of the
Administrative Committee may be Participants under the Plan. Any Administrative Committee
member may be removed at any time, with or without cause. Any Administrative Committee
member may resign by delivering his or her written resignation to the Company’s Secretary.
Vacancies arising by the death, resignation or removal of an Administrative Committee member
may be filled by the Compensation Committee. Any individual serving on the Administrative
Committee who is a Participant shall not vote or act on any matter relating solely to
himself or herself. The Administrative Committee will operate in accordance with such
procedures as the Compensation Committee may from time to time specify or, in the absence of
such procedures, such procedures as the Administrative Committee adopts.
	 
	12.2	 	Administrative Committee Powers and Responsibilities. Except to the extent
authority is expressly reserved to the Compensation Committee hereunder, the Administrative
Committee has discretionary power and authority to adopt, modify and rescind Plan Rules, to
make all determinations necessary for the administration of the Plan, to construe,
interpret, apply and enforce the Plan and Plan Rules and to remedy ambiguities,
inconsistencies, omissions and erroneous Account Balances. The Administrative Committee
will maintain records, make the requisite calculations and disburse or direct the Trustee to
disburse payments under the Plan. The Administrative Committee’s interpretations,
determinations, regulations and calculations are final and binding on all persons and
parties concerned.
	 
	12.3	 	Delegation and Agents. The Administrative Committee may delegate to any person
authority to perform non-discretionary administrative duties in connection with the Plan to
the extent determined by the Administrative Committee to be necessary or desirable. To the
extent such authority has been delegated, references in the Plan to the “Administrative
Committee” shall be deemed to include any person to whom the applicable authority has been
delegated. The Administrative Committee may, from time to time, retain and consult with
counsel or other consultants who may also be counsel or consultants to any Employer.
	 
	12.4	 	Employer Information. To enable the Administrative Committee to perform its
functions, each Employer shall supply full and timely information to the Administrative
Committee on all matters relating to the compensation of its Participants, the date and
circumstances of the Retirement, Disability, death or Termination of Employment of its
Participants, and such other pertinent information as the Administrative Committee may
reasonably require.
	 
	12.5	 	Indemnification. The Employers jointly and severally agree to indemnify and
hold harmless, to the extent permitted by law, each member of the Administrative Committee
or other director, officer or employee of any Employer performing administrative duties




19









 






	 	 	in
connection with the Plan 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 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.





ARTICLE 13

Claims Procedures





	13.1	 	Submission of Claim. Any Participant or Beneficiary of a deceased Participant
(either being referred to in this Article as a “Claimant”) may deliver to the Administrative
Committee 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.
	 
	13.2	 	Consideration by Administration Committee. The Administrative Committee will
consider a Claimant’s claim within a reasonable time, but no later than ninety (90) days
after receiving the claim. The Administrative Committee 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;
	 
	 	(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;
	 
	 	(iv)	 	an explanation of the claim review procedure set forth in
Sections 13.3 and 13.4 below; and
	 
	 	(v)	 	a statement of the Claimant’s right to bring a civil action
under ERISA Section 502(a) following an adverse benefit determination on
review.





20









 






	13.3	 	Review of Denied Claim. Within sixty (60) days after receiving a notice from
the Administrative Committee that a claim has been denied, in whole or in part, a Claimant
(or the Claimant’s duly authorized representative) may file with the Administrative
Committee 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 Administrative Committee, in its sole
discretion, may grant.






	13.4	 	Decision on Review. The Administrative Committee shall render its decision on
review promptly, and in any case within sixty (60) days of the later of the date the
Administrative Committee 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 Administrative Committee 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;
	 
	 	(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 (as defined in applicable ERISA regulations) to the Claimant’s
claim for benefits; and
	 
	 	(d)	 	a statement of the Claimant’s right to bring a civil action under ERISA Section
502(a).






	13.5	 	Extensions of Time. The ninety (90) and sixty (60) day periods specified in
Sections 13.2 and 13.4 during which the Administrative Committee must respond to the
Claimant may be extended by up to an additional ninety (90) or sixty (60) days,
respectively, if special circumstances beyond the Administrative Committee’s control so
require and if notice of such extension is given to the Claimant prior to the expiration of
the initial ninety (90) or sixty (60) day period.
	 
	13.6	 	Legal Action. A Claimant’s compliance with the foregoing provisions of this
Article 13 is a prerequisite to a Claimant’s right to commence any legal action with respect
to any claim for benefits under the Plan.




21









 






	13.7	 	Disputes. A Participant, Beneficiary or other person claiming a right or
entitlement pursuant to the Plan may not commence a civil action with respect to a benefit
under the Plan after the earlier of:






	 	(a)	 	three years after the occurrence of the facts or circumstances that give rise
to or form the basis for such action; and
	 
	 	(b)	 	one year from the date the Participant, Beneficiary or other person claiming a
right or entitlement pursuant to the Plan had actual knowledge of the facts or
circumstances that give rise to or form the basis for such action.






	13.8	 	Claims Procedures for Disability Claims.






	 	(a)	 	Consideration by Administrator. Notwithstanding anything in the Plan
to the contrary, in the case of 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 five (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




22









 






	 	(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 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)	 	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




23









 






	 	 	 	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. 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 14

Termination or Amendment of Plan





	14.1	 	Termination of Plan. By action of its Compensation Committee, the Company may
terminate the Plan at any time. By action of its Board, any other Employer may terminate
its participation in the Plan at any time. If the Plan or an Employer’s participation in
the Plan is terminated, no additional deferrals, deferral credits or Employer contribution
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 Article 5, until they are
distributed pursuant to Articles 7 or 8.
	 
	14.2	 	Amendment of Plan.






	 	(a)	 	By action of the Compensation Committee, 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 11.1(b), this Section 14.2 or Section 16.11 will be
effective with respect to any Change in Control, as defined in Section 16.11 without
regard to the attempted amendment, occurring within twelve (12) months after the date
on which the attempted amendment is approved by the Compensation Committee unless (x)
each Participant provides his or her prior written consent to the amendment, or (y) any
such amendment is, in the judgment of the Compensation Committee, 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 Administrative Committee 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 Administrative Committee shall have the authority (without any
obligation to do so or to indemnify any Participant for




24









 






	 	 	 	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
Administrative Committee 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 Termination of Employment 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.





ARTICLE 15

Miscellaneous





	15.1	 	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 an Employer. An Employer’s obligation under the Plan shall be merely
that of an unfunded and unsecured promise to pay money in the future.
	 
	15.2	 	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.
	 
	15.3	 	No Employment Rights Created. Neither the establishment of or participation in
the Plan confers on any Participant the right to continued employment or limits the right of
the Employer to discharge, transfer, demote, modify terms and conditions of employment or
otherwise deal with such Participant without regard to the effect which such action might
have on him or her with respect to the Plan.
	 
	15.4	 	Withholding and Offsets. The Employers and the Trustee retain the right to
withhold from any benefit payment under the Plan, any and all income, employment, excise and
other tax as the Employers or Trustee, in their sole discretion, deems necessary and the




25









 






	 	 	Employers may offset against amounts payable to a Participant or Beneficiary under the Plan
any amounts then owing to the Employers by such Participant or Beneficiary.
	 
	15.5	 	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 each Employer is responsible for
paying any costs it incurs, including attorney’s fees and legal expenses.
	 
	15.6	 	Other Benefits. Neither amounts deferred or contributed 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 an Employer unless otherwise
expressly provided thereunder.
	 
	15.7	 	No Warranties Regarding Tax Treatment. The Employers make 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 Administrative Committee, the Company, the other
Employers and their respective officers, directors, employees, agents and advisors harmless
from any liability resulting from any tax position taken in good faith in connection with
the Plan.
	 
	15.8	 	Furnishing Information. A Participant or his or her Beneficiary will cooperate
with the Administrative Committee by furnishing any and all information requested by the
Administrative Committee and take such other actions as may be requested in order to
facilitate the administration of the Plan and the payments of benefits hereunder.
	 
	15.9	 	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 its conflict
of laws rules of the State of Minnesota or any other jurisdiction.
	 
	15.10	 	Notices. Any notice or filing required or permitted to be given to the
Administrative Committee under the 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 the 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.




26









 






	15.11	 	Successors. The provisions of the Plan shall bind and inure to the benefit of
the Employers and their successors and assigns.
	 
	15.12	 	Separability. In case any provision of the Plan shall be illegal or invalid
for any reason, said illegality or invalidity shall not affect the remaining parts hereof,
but the Plan shall be construed and enforced as if such illegal or invalid provision had
never been inserted herein.
	 
	15.13	 	Insurance. The Employers, on their 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 Employers may choose. The Employers 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 Employers
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 Employers have applied
for insurance.
	 
	15.14	 	Adoption by Affiliated Organization. With the prior approval of the
Administrative Committee, an Affiliated Organization may, by action of its Board, adopt the
Plan and become an Employer.
	 
	15.15	 	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.





ARTICLE 16

Definitions



The definitions set forth in this Article apply in construing the Plan unless the context otherwise
indicates.





	16.1	 	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 the Plan. Subaccounts within any such Account
may be established for any Participant to the extent deemed necessary by the Administrative
Committee, and may include the following:






	 	(a)	 	Share Subaccount. A Share Subaccount may be established which shall be
credited with deferrals of any amounts that are payable to the Participant in the form
of Shares.
	 
	 	(b)	 	Cash Subaccount. A Cash Subaccount may be established which shall be
credited with all amounts not credited to the Participant’s Share Subaccount.
	 
	 	(c)	 	Deferral and Matching Subaccount. A Deferral and Matching Subaccount
may be established within a Cash Subaccount which shall be credited with (a) the
amounts of Covered Compensation deferred by the Participant under Section 4.2 (other
than amounts the Participant elects to have credited to a Share Subaccount




27









 






	 	 	 	or a
Scheduled Distribution Subaccount), (b) Company Matching Amounts, (c) Company Profit
Sharing Amounts, and (d) the Investment Credits under Article 5 related to those
deferrals and credits.
	 
	 	(d)	 	Deferral Subaccount. A Deferral Subaccount may be established within a
Share Subaccount which shall be credited with deferrals of LTI Amounts that are payable
to the Participant in the form of Shares.
	 
	 	(e)	 	Scheduled Distribution Subaccount. If the Participant so elects under
Section 7.1, a Scheduled Distribution Subaccount may be established within a Cash
Subaccount and/or a Share Subaccount to which shall be credited the deferrals under
Section 7.1(a) that the Participant elects to have credited to a Scheduled Distribution
Subaccount and the Investment Credits under Article 5 related to those deferrals.
Separate Scheduled Distribution Subaccounts may be established for amounts deferred
with respect to different Plan Years, and deferrals during a particular Plan Year may
be allocated only to one Scheduled Distribution Subaccount.
	 
	 	(f)	 	Company Contribution Subaccount. A Company Contribution Subaccount may
be established within a Cash Subaccount to which shall be credited Company Contribution
Amounts and the Investment Credits under Article 5 related to those amounts.






	16.2	 	Account Balance. “Account Balance” means, with respect to a Participant, an
entry on the records of the Employer reflecting the amounts owed to the Participant or the
Participant’s Beneficiary under the terms of the Plan. As of any given date, a
Participant’s Account Balance is equal to (a) the sum of Covered Compensation that has been
deferred and credited to the Account through that date, and Company Matching Amounts,
Company Profit Sharing Amounts and Company Contribution Amounts credited to the Account
through that date, plus (b) Investment Credits under Article 5 through that date, less (c)
all distributions made to, or withdrawals made by, the Participant or his or her Beneficiary
pursuant to the Plan as of such date. The “Balance” in any specified Subaccount shall be
similarly determined with respect to credits and distributions that relate to the particular
Subaccount.
	 
	16.3	 	Administrator; Administrative Committee. “Administrator” and “Administrative
Committee” mean the administrative committee described in Section 12.1.
	 
	16.4	 	Affiliated Organization. An “Affiliated Organization” is the Company and any
corporation that is a member of a controlled group of corporations (within the meaning of
Section 1563(a) of the Code without regard to Sections 1563(a)(4) and 1563(e)(3)(C) of the
Code), that includes the Company or any trade or business (whether or not incorporated) that
is controlled (within the meaning of Section 414(c) of the Code) by the Company.
	 
	16.5	 	Annual Installment Method. “Annual Installment Method” means a series of
annual installment payments over a number of years selected by the Participant in accordance




28









 






	 	 	with the Plan, with the amount of each installment to be calculated by multiplying the
Participant’s then current vested Account 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. For purposes of Section 409A of the Code, the Participant’s right to receive
installment payments pursuant to the Plan and this Section 16.5 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 Account Balance” shall be: (a) for the first annual
installment, the Participant’s vested Account Balance as of the close of business on the
Participant’s Benefit Distribution Date, and (b) for each remaining annual installment, the
Participant’s vested Account Balance on the applicable anniversary of the Participant’s
Benefit Distribution Date. By way of example, if the Participant elects a 10 year Annual
Installment Method for the Retirement Benefit, the first payment shall be 1/10 of the vested
Account Balance, calculated as described in this definition. The following year, the
payment shall be 1/9 of the vested Account Balance, calculated as described in this
definition.
	 
	16.6	 	Base Salary. “Base Salary” with respect to a Plan Year means the regular cash
remuneration for services rendered as a Qualified Employee paid to a Participant by an
Employer during the Plan Year, or that would have been so paid but for an election made
pursuant to the Plan, excluding the following: (a) any bonus, commission, overtime or
fringe benefit; (b) the value of life insurance coverage included in the Participant’s wages
under Section 79 of the Code; (c) any automobile or other allowance; (d) any moving expense
or mileage reimbursement; (e) any educational assistance payment; (f) any severance pay; (g)
any payments under any plan of deferred compensation; (h) any benefit under any qualified or
nonqualified stock option, stock purchase or long-term incentive plan; or (i) any other
element of compensation specified in Plan Rules. Base Salary shall be calculated before
reduction for compensation voluntarily deferred or contributed by the Participant pursuant
to all qualified or nonqualified plans of any Employer and shall be calculated to include
amounts not otherwise included in the Participant’s gross income under Sections 125,
402(e)(3), 402(h), or 403(b) of the Code pursuant to plans established by any Employer;
provided, however, that all such amounts will be included in compensation only to the extent
that had there been no such plan, the amount would have been payable in cash to the
Employee.
	 
	16.7	 	Beneficiary. “Beneficiary” means one or more persons, trusts, estates or other
entities, designated in accordance with Article 9, that are entitled to receive benefits
under the Plan upon the death of a Participant.
	 
	16.8	 	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 is a Specified Employee and Retires, his or her Benefit
Distribution Date for each Plan Year deferral shall be the later of (i) the last day of
the six-month period immediately following the date on which the Participant Retires,
or (ii) if the Participant has elected pursuant to Section 3.3(a)(vii) with




29









 






	 	 	 	respect to
a Plan Year, the first day of the Plan Year immediately following the Plan Year in
which such Retirement occurs;
	 
	 	(b)	 	If the Participant is not a Specified Employee and Retires, his or her Benefit
Distribution Date for each Plan Year deferral shall be the date on which the
Participant Retires, unless the Participant has elected pursuant to Section 3.3(a)(vii)
with respect to a Plan Year to have his or her Benefit Distribution Date be the first
day of the Plan Year immediately following the Plan Year in which such Retirement
occurs;
	 
	 	(c)	 	If the Participant experiences a Termination of Employment, his or her Benefit
Distribution Date shall be (i) the last day of the six-month period immediately
following the date on which the Participant experiences a Termination of Employment if
the Participant is a Specified Employee, and (ii) for all other Participants, the date
on which the Participant experiences a Termination of Employment;
	 
	 	(d)	 	The date on which the Administrative Committee is provided with proof that is
satisfactory to the Administrative Committee of the Participant’s death, if the
Participant dies prior to the complete distribution of his or her vested Account
Balance;
	 
	 	(e)	 	The date on which the Participant becomes Disabled, unless the Participant has
elected pursuant to Section 3.3(a)(vii) with respect to a Plan Year to have his or her
Benefit Distribution Date be the first day of the Plan Year immediately following the
Plan Year in which the Participant became Disabled; or
	 
	 	(f)	 	The date on which the Company experiences a Change in Control if (i) the
Participant has elected to receive a Change in Control Benefit, and (ii) the Change in
Control occurs prior to the Participant’s Termination of Employment, Retirement, death
or Disability.






	16.9	 	Board. “Board” means the board of directors of the Affiliated Organization in
question. 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 board of directors in question.
	 
	16.10	 	Bonus. “Bonus” means the annual bonus attributable to services rendered by a
Participant during a Plan Year and paid (or would have been paid but for an election under
the Plan) to the Participant by an Employer during the first following Plan Year.
	 
	16.11	 	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 group,
constitutes more than 50 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 50 percent




30









 






	 	 	 	(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).





	16.12	 	Change in Control Benefit. “Change in Control Benefit” means the benefit
described in Section 7.6.
	 
	16.13	 	Code. “Code” means the Internal Revenue Code of 1986, as amended from time to
time. 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.
	 
	16.14	 	Commissions. “Commissions” means the cash commissions earned by a Participant
and payable by any Employer for services rendered during a Plan Year, excluding any Bonus,
LTI Amounts or other additional incentives or awards earned by the Participant.
	 
	16.15	 	Company. “Company” means Nash-Finch Company or any successor thereto.
	 
	16.16	 	Compensation Committee. “Compensation Committee” means the Compensation and
Management Development Committee of the Board of the Company, or such successor committee as
performs the functions of such committee.
	 
	16.17	 	Company Contribution Amount. “Company Contribution Amount” means, for any one
Plan Year, the amount determined in accordance with Section 4.3.
	 
	16.18	 	Company Matching Amount. “Company Matching Amount” means, for any one Plan
Year, the amount determined in accordance with Section 4.4.
	 
	16.19	 	Company Profit Sharing Amount. “Company Profit Sharing Amount” means, for any
one Plan Year, the amount determined in accordance with Section 4.5.




31









 






	16.20	 	Covered Compensation. “Covered Compensation” means, for a Plan Year, the Base
Salary, Bonus, Commissions and LTI Amount which the Participant receives or is entitled to
receive from his or her Employers for services rendered during that Plan Year.
	 
	16.21	 	Death Benefit. “Death Benefit” means the benefit set forth in Section 7.5.
	 
	16.22	 	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
	 
	 	(b)	 	receiving income replacement benefits for a period of not less than 3 months
under any accident and health plan covering Employees.






	16.23	 	Disability Benefit. “Disability Benefit” means the benefit set forth in
Section 7.4.
	 
	16.24	 	Effective Date. “Effective Date” means January 1, 2005.
	 
	16.25	 	Employee. “Employee” is an individual who is classified by an Employer as a
common law employee of that Employer.
	 
	16.26	 	Employer. “Employer” means the Company and any other Affiliated Organization
that has adopted the Plan, or all of them collectively, as the context requires. An
Affiliated Organization will cease to be an 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 Affiliated Organization.
	 
	16.27	 	ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
	 
	16.28	 	Fair Market Value. “Fair Market Value” means, with respect to a Share, as of any
date (or, if no shares were traded or quoted on such date, as of the next preceding date on
which there was such a trade or quote) (a) the mean between the reported high and low sale
prices of a Share during the regular trading session if the Shares are listed, admitted to
unlisted trading privileges or reported on any foreign or national securities exchange or on
the Nasdaq Global Market or an equivalent foreign market on which sale prices are reported;
(b) if Share are not so listed, admitted to unlisted trading privileges or reported, the
closing bid price as reported by the Nasdaq Capital Market, OTC Bulletin Board or the National
Quotation Bureau, Inc. or other comparable service; or (c) if the Shares are not so listed or
reported, such price as the Compensation Committee determines in good faith in the exercise of
its reasonable discretion.
	 
	16.29	 	Investment Credits. “Investment Credits” are the gains or losses allocable to
Accounts or Subaccounts of Participants under Article 5 based on the Measurement Funds
elected by the Participant, or Share Units allocated to Share Subaccounts pursuant to
Section




32









 






	 	 	5.2(b) and dividends deemed to have been received on such Share Units and credited
pursuant to Section 5.2(a).
	 
	16.30	 	401(k) Plan. “401(k) Plan” means, with respect to an Employer, a plan adopted
by the Employer and qualified under Section 401(a) of the Code that contains a cash or
deferral arrangement described in Section 401(k) of the Code, and includes the Profit
Sharing Plan.
	 
	16.31	 	LTI Amount. “LTI Amount” means the compensation a Participant receives or is
entitled to receive under any Employer’s long-term incentive plan or any other long-term
incentive arrangement designated by the Compensation Committee for services rendered during
that Plan Year.
	 
	16.32	 	Measurement Funds. “Measurement Funds” means investment indices selected by
the Participant to measure the deemed rate of investment return on his or her Account and
Subaccounts. The investment indices will include such investment options as the
Administrative Committee designates from time to time.
	 
	16.33	 	Participant. “Participant” means (a) a Qualified Employee selected to
participate in the Plan pursuant to Section 2.1 who elects to make deferrals to the Plan
pursuant to Article 3, and (b) any person who was formerly a Participant within the meaning
of clause (a) and whose entire Account Balance has not yet been distributed.
	 
	16.34	 	Plan. “Plan” means the Amended and Restated Nash-Finch Company Deferred
Compensation Plan, amended and restated effective July 14, 2008.
	 
	16.35	 	Plan Year. “Plan Year” means the period beginning on the Effective Date and
ending on December 31, 2005 and, thereafter, each calendar year.
	 
	16.36	 	Plan Rule. “Plan Rule” means a rule, policy, practice or procedure adopted by
the Administrative Committee.
	 
	16.37	 	Profit Sharing Plan. “Profit Sharing Plan” means the Nash-Finch Company
Profit Sharing Plan as amended from time to time.
	 
	16.38	 	Qualified Employee. “Qualified Employee” means an Employee who is considered
to part of a select group of management or highly compensated employees, as membership in
such group is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA.
	 
	16.39	 	Retirement, Retire or Retired. “Retirement”, “Retire(s)” or “Retired” means,
with respect to an Employee, separation from service with all Employers for any reason on or
after the earlier of the attainment of (a) age 65 or (b) age 55 with 10 Years of Service.
	 
	16.40	 	Retirement Benefit. “Retirement Benefit” means the benefit set forth in
Section 7.2.
	 
	16.41	 	Scheduled Distribution. “Scheduled Distribution” means the distribution set
forth in Section 7.1.




33









 






	16.42	 	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.
	 
	16.43	 	Shares. “Shares” mean 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).
	 
	16.44	 	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 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.
	 
	16.45	 	Termination Benefit. “Termination Benefit” shall mean the benefit set forth
in Section 7.3.
	 
	16.46	 	Termination of Employment. “Termination of Employment” means the termination
of the employee-employer relationship between the Participant and the Company, whether
voluntarily or involuntarily, including, without limitation, a termination by resignation,
discharge, disability, death or Retirement; 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 Administrative Committee 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 particular leaves of absence constitute a
“Termination of Employment.”
	 
	16.47	 	Trust. “Trust” means any trust or trusts established by an Employer pursuant
to Section 11.1.
	 
	16.48	 	Trustee. “Trustee” means the one or more banks or trust companies that at the
relevant time has or have been appointed by the Company to act as Trustee of the Trust.
	 
	16.49	 	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




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	 	 	due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant.
	 
	16.50	 	Years of Service. “Years of Service” shall mean the total number of full
years in which a Participant has been employed by one or more Employers. For purposes of
this definition, a year of employment shall be a three hundred and sixty five (365) day
period (or three hundred and sixty six (366) day period in the case of a leap year) that,
for the first year of employment, commences on the Employee’s date of hiring and that, for
any subsequent year, commences on an anniversary of that hiring date.






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