Form of Executive Retention Letter Agreement

Exhibit 10.1

Form of Executive Retention Letter Agreement

September __, 2005

[Name]
[Title]
7600 France Avenue South
Edina, MN 55435

Dear [Name]:

     1. Introduction. As you are well aware, on September 1, 2005, Ron Marshall, the Chief Executive Officer of Nash Finch Company, announced his intention to resign, effective March 2, 2006. The Company recognizes that this announcement, and the uncertainty and questions which it may raise for you, as the Company’s [Title], and other members of the Company’s management, could lead to the departure or distraction of management personnel to the detriment of the Company and its stockholders. Therefore the Compensation Committee of the Company’s Board of Directors (the “Committee”) has determined that appropriate steps should be taken to minimize the risk that Company management will depart in anticipation or in the wake of this change in leadership, thereby leaving the Company without adequate management personnel during a critical period. The Committee recognizes that your continued employment with the Company involves a substantial personal and professional commitment on your part, and the possibility of foregoing present and future career opportunities, all of which results in substantial benefits to the Company. Therefore, to induce you to remain in the employ of the Company, this Executive Retention Letter Agreement (“Agreement”) including the Appendix, which has been approved by the Committee, sets forth the benefits which the Company agrees will be provided to you in the event your employment with the Company is terminated under certain circumstances described below during a proscribed period of time related to Ron’s departure and the appointment of a new Chief Executive Officer.

     2. Term of Agreement. This Agreement will become effective immediately upon execution, and will continue in full force and effect until the end of the Transition Period, at which time this Agreement shall automatically terminate.

     3. Benefits upon Termination During Transition Period. For purposes of this Agreement, “Commencement Date” means the date Ron Marshall ceases serving as the Company’s Chief Executive Officer, and “Transition Period” means the period of time beginning on the Commencement Date and ending on the date on which any successor to Ron Marshall (excluding any interim appointee) has served as the Company’s Chief Executive Officer for a period of twelve (12) consecutive months. If your employment by the Company is terminated during the Transition Period for any reason other than death, Cause, Disability or Retirement, or if you terminate your employment by the Company during the Transition Period for Good Reason, and such termination constitutes a “separation from service” within the meaning of Code Section 409A, then the following will apply:

     (i) Cash Payment. Commencing with the first payroll period following the Date of Termination, the Company will commence payments to you at a rate equal to your Highest Monthly Compensation, annualized and adjusted for the number of payroll periods in a year, and will continue such payments until the aggregate payments equal (A) your Highest Monthly Compensation multiplied by (B) the lesser of (I) the number of full or partial calendar months remaining until your Retirement or (II) [twelve (12)] [twenty-four (24)]. Notwithstanding the foregoing, if the payments to you are subject to the requirements of Section 409A(a)(2)(B)(i) of the Code and if you are determined to be a “key” employee of the Company within the meaning of Section 409A of the Code, then such payments will be suspended and not made until the first pay period following the six-month anniversary of the Date of Termination (or, if earlier, upon the date of your death). Any payments that were otherwise payable during the six-month suspension period referred to in the preceding sentence will be paid as soon as administratively practicable following the six-month anniversary of your Date of Termination.

     (ii) Welfare Plans. The Company will maintain in full force and effect, for the continued benefit of you and your dependents for a period terminating on the earlier of (A) [twelve (12] [twenty-four (24)] calendar months after the Date of Termination or (B) your Retirement, all insured and self-insured employee welfare benefit Plans (including, without limitation, health, life, dental and disability plans) in which you were entitled to participate at any time during the ninety (90)-calendar-day period immediately preceding the Commencement Date, provided that your continued participation is possible under the general terms and provisions of such Plans and any applicable funding media and without regard to any discretionary amendments to such Plans by the Company following the Commencement Date and provided that you continue to pay an amount equal to your regular contribution under such Plans for such participation (based upon your level of benefits and employment status most favorable to you at any time during the ninety (90)-calendar-day period immediately preceding the Commencement Date). If the [twelve (12)] [twenty-four (24)] month-period ends before you have reached Retirement and you have not previously received or are not then receiving equivalent benefits from a new employer (including coverage for any pre-existing conditions), the Company will arrange, at its sole cost and expense, to enable you to convert your and your dependents’ coverage under such plans to individual policies or programs under the same terms as executives of the Company may apply for such conversions. In the event that, either before or after the [twelve (12)][twenty-four (24)] month period ends, you or your dependents’ participation in any such Plan is barred or not eligible for tax-favored treatment, the Company, at its sole cost and expense, will arrange to have issued for the benefit of you and your dependents individual policies of insurance providing benefits substantially similar (on a federal, state and local income and employment after-tax basis) to those which you otherwise would have been entitled to receive under such Plans pursuant to this clause (ii) or, if such insurance is not available at a reasonable cost to the Company, the Company will otherwise provide you and your dependents equivalent benefits (on a federal, state and local income and employment after-tax basis). You will not be required to pay any premiums or other charges in an amount greater than that which you would have paid in order to participate in such Plans.

     (iii) Non-Competition Obligations. As consideration for the payments provided in this Agreement (which are hereby acknowledged by you as providing you with additional and sufficient benefit to support the following covenant), you agree that in the event your employment with the Company is terminated upon conditions entitling you to the payments and benefits provided for under clauses (i) and (ii), above, you will not, without the prior written consent of the Company, alone or in any capacity (other than by way of holding             shares of a publicly traded company in an amount not exceeding five percent (5%) of the outstanding class or series so traded) with any other person or entity, directly or indirectly engage in competition with the Company or any Subsidiary, in association with or as an officer, director, employee, principal, agent or consultant of or to SuperValu, Inc. or Spartan Stores, Inc. for a period ending one (1) year after your Date of Termination.

For the avoidance of doubt, no benefit under this Section 3 shall be payable in connection with any termination outside of the Transition Period, irrespective of the circumstances.

     4. Confidentiality. You will not use, other than in connection with your employment with the Company, or disclose, any Confidential Information to any person not employed by the Company or not authorized by the Company to receive such Confidential Information, without the prior written consent of the Company; and you will use reasonable and prudent care to safeguard and protect and prevent the unauthorized disclosure of Confidential Information. Nothing in this Agreement will prevent you from using, disclosing or authorizing the disclosure of any Confidential Information: (a) which is or hereafter becomes part of the public domain or otherwise becomes generally available to the public through no fault of yours; (b) to the extent and upon the terms and conditions that the Company may have previously made the Confidential Information available to certain persons; or (c) to the extent that you are required to disclose such Confidential Information by law or judicial or administrative process.

     5. Fees and Expenses. The Company, upon demand, will pay or reimburse you for all reasonable legal fees, court costs, experts’ fees and related costs and expenses incurred by you in connection with any actual, threatened or contemplated litigation or legal, administrative, arbitration or other proceeding relating to this Agreement to which you are or reasonably expect to become a party, whether or not initiated by you, including, without limitation, your seeking to obtain or enforce any right or benefit provided by this Agreement; provided, however, you will be required to repay (without interest) any such amounts to the Company to the extent that a court issues a final and non-appealable order setting forth the determination that the position taken by you was frivolous or advanced by you in bad faith.

     6. Binding Agreement. This Agreement inures to the benefit of, and is enforceable by, you, your personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you die while any amount would still be payable to you under this Agreement if you had continued to live, all such amounts, unless otherwise provided in this Agreement, will be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate.

     7. No Mitigation. You will not be required to mitigate the amount of any payments or benefits the Company becomes obligated to make or provide to you in connection with this Agreement by seeking other employment or otherwise. The payments or benefits to be made or provided to you in connection with this Agreement may not be reduced, offset or subject to recovery by the Company by any payments or benefits you may receive from other employment or otherwise.

     8. No Setoff. The Company will have no right to setoff payments or benefits owed to you under this Agreement against amounts owed or claimed to be owed by you to the Company under this Agreement or otherwise.