NASH FINCH COMPANY INCOME DEFERRAL PLAN

1.1

Plan Name. The name of the Plan is the “Nash Finch Company Income Deferral Plan.”

1.2

Plan Purpose. The purpose of the Plan is to provide Active Participants with the opportunity to defer a portion of the Base Salary or Annual Bonus or both that would otherwise be payable to them and to compensate Active Participants for the amount, if any, by which such deferrals decrease the amount of profit sharing contributions that would otherwise be made on their behalf pursuant to the Profit Sharing Plan.

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 construed and administered in a manner that is consistent with and gives effect to such intent.

2.1

Eligibility.

(A)

Prior to the beginning of each Plan Year, the Committee will determine which Qualified Employees, if any, are eligible to make deferral elections pursuant to Section 3.2 with respect to the Plan Year.

(B)

At any time during a Plan Year, the Committee may determine that a Qualified Employee who became such after the beginning of the Plan Year is eligible to make a deferral election pursuant to Section 3.2 with respect to the remainder of the Plan Year.

(C)

The fact that an Employee has been eligible to make deferral elections with respect to any particular Plan Year does not give the Employee any right to make deferral elections in any other Plan Year.

(D)

A Participant who, pursuant to Section 3.2(B), has revoked an Annual Bonus deferral election in connection with an Unforeseeable Emergency is not eligible to elect additional deferrals (of either Base Salary or Annual Bonus) with respect to the remainder of the Plan Year during which the revocation occurs or the immediately following Plan Year. A Participant who has received a distribution pursuant to Section 4.1(D) is not eligible to elect additional deferrals (of either Base Salary or Annual Bonus) with respect to the Plan Year during which the distribution is received or the four immediately following Plan Years. In either case, however, for the Plan Year during which the revocation or distribution occurs, the Participant’s Account will be credited with the amount, if any, determined pursuant to Section 3.2(E) or Section 3.2(F) based on his or her deferrals for the portion of the Plan Year preceding the

revocation or distribution. [Section 2.1(D) as amended 5/21/04]

(E)

In conjunction with his or her initial election to participate in the Plan, a Participant must elect whether his or her distribution made pursuant to Section 4.1(A)(2) following his or her disability or termination of employment on or after attaining Retirement Age will (1) be made or commence within 60 days after termination of employment or within the first 60 days of the following calendar year and (2) be made in the form of a lump sum payment or installments. Such elections are irrevocable and apply to all benefits distributed to the Participant pursuant to the Plan.

2.2

Transfer Among Participating Employers. An Active Participant who transfers employment from one Participating Employer to another Participating 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 election in effect for the portion of the Plan Year before the transfer, as a Qualified Employee of such other Participating Employer.

2.3

Multiple Employment. An Active Participant who is simultaneously employed as a Qualified Employee with more than one Participating Employer will participate in the Plan as a Qualified Employee of all such Participating Employers on the basis of a single deferral election pursuant to Section 3.2 applied separately to his or her Base Salary and Annual Bonus from each such Participating Employer.

2.4

Termination or Ceasing to be a Qualified Employee. An Active Participant who, during a Plan Year, terminates his or her employment with all Participating Employers or is determined by the Committee to have otherwise ceased to be a Qualified Employee is not eligible for further deferral credits for the Plan Year pursuant to Section 3.2 other than such credits relating to the period prior to such termination or cessation.

2.5

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 Committee such pertinent information, and must execute such election forms and other instruments, as the Committee or Plan Rules may require by such dates as the Committee or Plan Rules may establish.

2.6

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.

3.1

Participant Accounts. The Committee will establish and maintain an Account for each Participant to evidence amounts credited with respect to the Participant pursuant to Sections 3.2, 3.3 and 3.4. If a Participant makes deferrals with respect to Base Salary, Annual Bonus or both from more than one Participating Employer, the Committee will establish a separate Account for the Participant with respect to each such Participating Employer. [Section 3.1 as amended 5/21/04]

3.2

Deferral Credits.

(A)

An Active Participant may elect to defer his or her Base Salary for a Plan Year by any one percent increment from one percent to a maximum percentage specified in Plan Rules and the percentage so elected will automatically apply to the Participant’s Base

Salary as adjusted from time to time. An election made pursuant to this subsection will not be effective unless it is made on a properly completed election form received by the Committee by a date specified by the Committee which is prior to the first day of the Plan Year to which the election relates or, in the case of an Active Participant who is determined by the Committee to be eligible to participate for a Plan Year pursuant to Section 2.1(B), within 30 days after the Committee’s determination. An Active Participant may revoke a deferral election made pursuant to this subsection at any time. The revocation will be effective as soon as administratively practicable after the Committee receives a properly completed revocation form. Any election or revocation pursuant to this subsection applies only to Base Salary relating to services performed after the effective date of the election or revocation.

(B)

An Active Participant who is determined by the Committee to be eligible to participate for a Plan Year pursuant to Section 2.1(A) may elect to defer his or her Annual Bonus for the Plan Year by any five percent increment from five percent to a maximum percentage specified in Plan Rules. An Active Participant who is determined by the Committee to be eligible to participate for a Plan Year pursuant to Section 2.1(B) may, if and to the extent specified by the Committee in conjunction with such determination, elect to defer his or her Annual Bonus for the Plan Year. An election made pursuant to this subsection will not be effective unless it is made on a properly completed election form received by the Committee by a date specified by the Committee which is prior to the first day of the Plan Year to which the election relates or, in the case of an Active Participant who is determined by the Committee to be eligible to participate for a Plan Year pursuant to Section 2.1(B), within 30 days after the Committee’s determination. An election pursuant to this subsection is irrevocable after the latest date by which it must be received by the Committee to be effective; provided, that Plan Rules may permit a Participant to revoke the election after that date if the Participant has an Unforeseeable Emergency, in which case no additional deferrals of either Base Salary or Annual Bonus will be made with respect to the portion of the Plan Year following the revocation and the Participant will be ineligible to elect additional deferrals for the period specified in Section 2.1(D).

(C)

Notwithstanding Subsections (A) and (B), Plan Rules may impose a dollar limitation on the total amount of deferrals that may be made during a Plan Year and may establish procedures to be applied in the event that a Participant’s deferral elections for a Plan Year would otherwise cause such limitation to be exceeded. Plan Rules may also impose conditions and limitations on participation by any Qualified Employee or any group of similarly situated Qualified Employees.

(D)

Reductions to an Active Participant’s Base Salary and Annual Bonus pursuant to this section will be credited to his or her Account as of the day on which the Participant would have otherwise received the Base Salary or Annual Bonus with respect to which such credit relates.

(E)

The Account of an Active Participant who is eligible to share in the allocation of a Participating Employer’s profit sharing contribution for a Plan Year pursuant to the Profit Sharing Plan will be credited with an amount equal to the amount, if any, by which (1) the amount of the profit sharing contribution that would have been allocated to his or her account under the Profit Sharing Plan but for deferrals made pursuant to this Plan exceeds (2) the amount of the profit sharing contribution actually allocated to his or her account under the Profit Sharing Plan. The Account will be credited as of the first day of the month next following the month during which the Participatory Employer’s profit sharing contribution has been made in full.

(F)

If a matching contribution is made on behalf of an Active Participant for any Plan Year beginning after December 31, 2003, pursuant

to the Profit Sharing Plan and the amount of the matching contribution is determined based on his or her “eligible earnings,” as defined in the Profit Sharing Plan (because six percent of his or her eligible earnings for the Plan Year is less than the amount of the 401(k) contributions made on his or her behalf for the Plan Year pursuant to the Profit Sharing Plan), the Active Participant’s Account will be credited with an amount equal to the amount, if any, by which (i) the amount of the matching contribution that would have been allocated to his or her account for the Plan Year pursuant to the Profit Sharing Plan but for the deferrals made pursuant to this Plan exceeds (ii) the amount of the matching contribution actually allocated to his or her account for the Plan Year pursuant to the Profit Sharing Plan. The amount of the credit for a Plan Year pursuant to this subsection, if any, will be determined after any forfeitures and distributions of excess deferrals, excess contributions and excess aggregate contributions for the Plan Year pursuant to the Profit Sharing Plan. The Account will be credited as of a date during the following Plan Year selected by the Participating Employer. [Section 3.2(F) added 5/21/04]

3.3

Earnings Credits.

(A)

This Section 3.3 only applies to a Participant who has an Account balance under the Plan as of May 21, 2004.

(B)

A Participant who has an Account balance under the Plan as of May 21, 2004 may make a one-time election, subject to any conditions imposed by the Committee in Plan Rules, whether such Account balance along with any future credits made to the Participant’s Account pursuant to Section 3.2 will receive investment credits pursuant to Section 3.4 in lieu of earnings credits pursuant to Subsection (C). An election made pursuant to this subsection will not be effective unless it is made on a properly completed election form received by the Committee no later than June 30, 2004. An election pursuant to this subsection is irrevocable after the date it is received by the Committee. Such election will be applicable to credits to the Plan made after June 30, 2004 and to all existing Account balances as of July 1, 2004 that are attributable to credits made before July 1, 2004.

(C)

Unless a Participant, pursuant to Subsection (B), has elected to have his or her Account credited with investment credits pursuant to Section 3.4, the Committee will, in accordance with Plan Rules, credit the Participant’s Account, including the undistributed portion of an Account being distributed in the form of installment payments, with earnings each day in an amount equal to the “applicable percentage” of the balance of the Account for that day. Such earnings shall be compounded daily. The applicable percentage for a given day is the daily equivalent of the annual yield set forth for the applicable month in the Moody’s Bond Record, published by Moody’s Investor’s Service, Inc. (or any successor thereto) under the heading of “Moody’s (Mergent) Corporate Bond Yield Averages — Av. Corp.” or, if such yield is no longer available, a substantially similar yield selected by the Committee. [Section 3.3 as amended 5/21/04]

3.4

Investment Credits .

(A)

This Section 3.4 applies to any Participant who has made an election pursuant to Section 3.3(B) to have his or her Account credited with investment credits rather than earnings credits and to any Qualified Employee who becomes a Participant in the Plan after May 21, 2004. With respect to any Participant who made an election pursuant to Section 3.3(B), this Section 3.4 will be applicable to credits to the Plan made after June 30, 2004 and to all existing Account balances as of July 1, 2004 that are attributable to credits made before July 1, 2004.

(B)

Designation of Valuation Funds . The Committee will designate two or more valuation funds that will serve as the basis for determining investment credits pursuant to this section. The Committee may, from time to time, designate additional valuation funds or eliminate any previously designated valuation funds. The designation or elimination of a valuation fund pursuant to this subsection is not a Plan amendment. The Committee will not be responsible in any manner to any Participant or other person for any damages, losses, liabilities, costs or expenses of any kind arising in connection with any designation or elimination of a valuation fund.

(C)

Participant Direction . A Participant must direct the manner in which amounts credited to his or her Accounts pursuant to Section 3.2 will be allocated among and deemed to be invested in the valuation funds designated pursuant to Subsection (B). Such allocation and investment directions shall be submitted in writing on a prescribed form (or in such other manner as the Plan Rules may authorize from time to time) to the Committee or to such agent as may be designated from time to time for this purpose and may be made separately for existing Account balances and for future amounts to be credited to an Account. Each such direction must be expressed in whole percentage increments for each selected valuation fund and such direction will remain in effect until the Participant subsequently submits a properly completed new direction form to the Committee or its designated agent. Amounts will be deemed to be invested in accordance with the Participant’s direction on or as soon as administratively practicable after the amounts are credited to the Participant’s Account. To the extent a Participant fails to direct the manner in which amounts credited to his or her Accounts will be deemed to be invested, such amounts will deemed to be invested in a default valuation fund specified in Plan Rules.

(D)

Change in Direction for Future Credits . A Participant may direct a change in the manner in which future credits to his or her Accounts pursuant to Section 3.2 will be allocated among and deemed to be invested in the valuation funds designated pursuant to Subsection (B). The changed allocation and investment direction will be effective for deferrals credited to the Participant’s Account pursuant to Section 3.2 at least 30 days (or such shorter period as Plan Rules may allow) after the date on which the Committee or its designated agent receives the direction from the Participant.

(E)

Change in Direction for Existing Account Balance . A Participant may direct a change in the manner in which his or her existing Account balances are allocated among and deemed to be invested in the valuation funds designated pursuant to Subsection (B). The changed allocation and investment direction will be effective as soon as administratively practicable after the date on which the Committee or its designated agent receives the direction from the Participant.

(F)

Account Adjustment . As of the close of business on each day on which trading occurs on the NASDAQ Stock Market, the Committee will cause Participants’ Accounts to be separately adjusted, in a manner determined by the Committee to be uniform and equitable, to reflect the investment credits (comprised of the income, expense, gains, losses, fees and the like (other than taxes)) that would have resulted since the last adjustment had the Participant’s investment directions pursuant to this section actually been implemented. For purposes of this subsection, an amount will be deemed to have been invested in accordance with a Participant’s direction by the fifth business day after (1) the date on which the amount is credited to the Participant’s Account in the case of a direction pursuant to Subsection (C) or Subsection (D) or (2) the effective date of a direction pursuant to Subsection (E). To the extent determined by the Committee to be necessary in conjunction with any distribution pursuant to the Plan, the Committee will

cause the Account from which the distribution is to be made to be adjusted to reflect a good faith estimate by the Committee of any fees and other expenditures payable after the date of the distribution in connection with deemed investment activity in the Account through and including the date of the distribution. Any such estimate is binding on the Participating Employer and the person to whom the distribution is made.

(G)

Obligations and Responsibilities of Committee . The sole obligation of the Committee with respect to the designation or elimination of any valuation fund designated pursuant to Subsection (B) is to act in accordance with the express terms of Subsection (B). By way of example and without limiting the previous sentence, the Committee is not required, and no course of conduct will cause it to be required, to investigate or monitor any designated fund to any extent or for any purpose or to take or refrain from taking any action with respect to a fund because of any aspect of the performance of the fund. The designation of a limited number of valuation funds is solely for administrative convenience and in no way reflects any endorsement of any such funds by the Committee.

(H)

Deemed Investment . Trust assets are not required to be invested in accordance with a Participant’s directions and the balance of all Accounts pursuant to the Plan will be determined pursuant to this section and other applicable sections of the Plan without regard to the actual amount of Trust assets. No Participating Employer shall be under any obligation to purchase any valuation fund used to determine investment credits. The valuation funds are used solely for purposes of record-keeping to calculate the amount of investment credits on Participants’ Accounts and such Accounts are not actually invested in the valuation funds.

(I)

Participant Responsibilities . Each Participant is solely responsible for any and all consequences of his or her investment directions made pursuant to this section. Neither any Participating Employer, any of its directors, officers or employers, the Company’s Board nor the 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 section. [Section 3.4 added 5/21/04]

3.5

Vesting. Each Participant always has a fully vested nonforfeitable interest in his or her Account.

4.1

Distribution to Participant.

(A)

Form .

(1)

Termination Prior to Retirement Age . If a Participant terminates employment prior to attaining Retirement Age, distribution to the Participant will be made in the form of a lump sum payment.

(2)

Disability or Termination on or After Retirement Age . If a Participant

(a)

is determined by the Committee to be absent from active employment because of illness, injury or disease that is likely to be of long or indefinite duration or result in death or

(b)

terminates employment on or after attaining Retirement Age,

(B)

Time. Distribution to a Participant will be made or commence, as the case may be, within the 60-day period following the date on which the Participant is determined to be disabled or terminates employment, unless the distribution is made pursuant to Subsection (A)(2), in which case the distribution will be made or commence within the first 60 days of the calendar year following the calendar year during which he or she is determined to be disabled or terminates employment if the Participant so elected pursuant to Section 2.1(E); provided, that if the Participant makes a written claim pursuant to Section 6.2 objecting to the benefit, distribution will be made or commence as soon as administratively practicable after the Committee’s final determination with respect to the claim.

(C)

Amount .

(1)

Lump Sum . If a distribution is made in the form of a lump sum payment, the amount of the payment will be equal to the balance of the Participant’s Account calculated as of the close of business on a date preceding, and as close as administratively feasible to, the date of distribution.

(2)

Installments . If a distribution is made in the form of installment payments, the amount of each annual installment payment from a Participant’s Account will be determined by dividing t