NASH-FINCH COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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1.1

Plan Name . The name of the Plan is the “Nash-Finch Company Supplemental Executive Retirement Plan.”

1.2

Plan Purpose . The purpose of the Plan is to provide retirement income to Participants to supplement amounts available from other sources.

1.3

Plan Type . The Plan is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees and, as such, is intended to be exempt from the provisions of Parts 2, 3 and 4 of Subtitle B of Title I of ERISA by operation of ERISA Sections 201(2), 301(a)(3) and 401(a)(4), respectively. The Plan is also intended to be unfunded for tax purposes. The Plan will be construed and administered in a manner that is consistent with and gives effect to the foregoing.

The Plan is intended to comply with all applicable law, including, to the extent applicable, the requirements of Section 409A (as defined below) and will be operated and construed in accordance with this intention. The Plan has been operated in reasonable, good faith compliance with Section 409A of the Code (within the meaning of Internal Revenue Service Notices 2005-1, 2006-79 and 2007-86) during the period beginning on January 1, 2005 and ending on the effective date of this amendment and restatement.

2.1

Eligibility .

(1)

be a member of a “select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1), as determined by the Administrator and

(2)

be selected by the Administrator for the Plan Year as evidenced by a written notice from the Administrator to the individual.

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

3.1

Participant Accounts .

3.2

Compensation Credits .

3.3

Executive Incentive Bonus and Deferred Compensation Plan Interest .

equivalent and credited to his or her Account as of January 1, 2000. The amount credited to the Active Participant’s Account pursuant to this section will be the greater of (1) the amount at which the Participant’s total share equivalents as of December 31, 1999 were contingently credited to the Participant under the Deferred Compensation Plan and (2) an amount equal to the product of (a) the total share equivalents contingently credited to the Participant under the Deferred Compensation Plan as of December 31, 1999 multiplied by (b) the average, rounded to the nearest one-tenth of a cent ($.001), of the closing sales price per share of common stock of the Company that was reported by the NASDAQ National Market System, for the calendar quarter ending on December 31, 1999. For purposes of applying clause (b) of the prior sentence, the closing sales price for any trading day for which there are no reported sales of common stock of the Company will be deemed to be the last previously reported closing sales price.

(B)

An Active Participant’s election pursuant to Subsection (A) must be (1) in writing on a form provided by the Administrator and (2) received by the Administrator not later than a due date specified by the Administrator. The election may be revoked on or before the due date specified by the Administrator but may not be revoked or modified after such due date.

(C)

An Active Participant whose Account is credited pursuant to this section will cease to have any interest arising under or in connection with the Deferred Compensation Plan effective as of January 1, 2000 and the Participant’s rights with respect to his or her Account will, on and after January 1, 2000, be determined solely in accordance with the terms of this Plan.

(A)

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

(B)

A Participant will acquire a fully vested, nonforfeitable interest in his or her Account if he or she dies or becomes Disabled while he or she is an employee of an Affiliate.

(C)

Subject to Section 4.1(D)(3), a Participant whose employment terminates prior to his or her attainment of age 65 in the case of the Account established and maintained pursuant to Section 3.1(A), or prior to his or her attainment of age 60 in the case of the Account established and maintained pursuant to Section 3.1(B), other than by reason of his or her death or becoming Disabled will acquire a vested, nonforfeitable interest in his or her Account to the extent provided in the following schedule:

Years of Participation

Percentage Vested

0

%

50

%

60

%

70

%

80

%

90

%

100

%

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

4.1

Distribution to Participant .

(B)

Time . Subject to Subsection (D) and Section 6.3, distribution to a Participant will begin during the first month of the Plan Year next following the Plan Year during which occurs the Participant Termination of Employment (other than a Termination of Employment due to such Participant’s death).

(C)

Amount . The amount of each monthly installment payment will be determined by dividing the Participant’s vested Account balance as of the last day of the calendar quarter immediately preceding the payment date, reduced by the amount of any subsequent installment payments, by the total number of remaining payments (including the payment in question).

(D)

Special Rules . The provisions of this subsection apply notwithstanding Subsection (A), (B) or (C) to the contrary.

(a)

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

(b)

If a Participating Employer ceases to be an Affiliate, unless otherwise provided in an agreement between an Affiliate and the

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

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

(E)

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

(A)

Form . In the event of a Participant’s Termination of Employment due to his or her death, the balance of the Participant’s Account will be distributed to the Participant’s Beneficiary in a lump sum payment whether or not payments had commenced to the Participant in the form of installments prior to his or her Termination of Employment due to his or her death.

(B)

Time . Subject to Subsection 4.1(D) and Section 6.3, distribution to a Beneficiary will be made within 60 days after the end of the calendar quarter in which the Participant’s Termination of Employment due to his or her death occurs.

(1)

A Participant may designate, on a form furnished by the Administrator, one or more primary Beneficiaries or alternative Beneficiaries to receive all or a specified part of his or her Account after his or her death, and the Participant may change or revoke any such designation from time to time. No such designation, change or revocation is effective unless executed by the Participant and received by the Administrator during the Participant’s lifetime. No designation of a Beneficiary other than the Participant’s spouse is effective unless the spouse consents to the designation or the Administrator determines that spousal consent cannot be obtained because the spouse cannot reasonably be located or is legally incapable of consenting. The consent must be in writing, must acknowledge the effect of the election and must be witnessed by a notary public. The consent is effective only with respect to the Beneficiary or class of Beneficiaries so designated and only with respect to the spouse who so consented.

(2)

If a Participant

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

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

(A)

If an amount payable under Article 4 or Article 6 cannot be ascertained or the person to whom it is payable has not been ascertained or located within the stated time limits and reasonable efforts to do so have been made, then distribution shall be made not later than 30 days after such amount is determined or such person is ascertained or located, or as prescribed in Subsection (B).

(B)

If, by fifteenth day of the third month following the calendar year in which a Participant’s Termination of Employment occurs, the Administrator, in the exercise of due diligence, has failed to locate him (or if after a termination of employment by reason of death, has failed to locate the person entitled to his vested Account balance under Section 4.2), the Participant’s entire distributable interest in the Plan shall be forfeited; provided, however, that if the Participant (or in the case of his death, the person entitled thereto under Section 4.2) makes proper claim therefor pursuant to the Plan Rules, the amount so forfeited shall be paid to such Participant or such person in a lump sum not later than 30 days after such claim is made.

5.1

Establishment of Trust .

Employer, be used to satisfy claims of the Participating Employer’s general creditors. The Participating Employers may from time to time transfer to the Trust cash, marketable securities or other property acceptable to the Trustee in accordance with the terms of the Trust.