10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended: January 3, 2009
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Transition Period from          to          .

Commission file number: 0-785

NASH-FINCH COMPANY

(Exact name of Registrant as specified in its charter)

Delaware (State of Incorporation)	41-0431960 (I.R.S. Employer Identification No.)
7600 France Avenue South P.O. Box 355 Minneapolis, Minnesota (Address of principal executive offices)	55440-0355 (Zip Code)

Registrant’s telephone number, including area code:

(952) 832-0534

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $1.662/3 per share

Common Stock Purchase Rights

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act.  Yes o     No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).  Yes o     No þ

The aggregate market value of the voting stock held by non-affiliates of the Registrant as of June 13, 2008 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $477,437,579, based on the last reported sale price of $37.43 on that date on NASDAQ.

As of March 2, 2009, 12,817,780 shares of Common Stock of the Registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May 20, 2009 (the “2009 Proxy Statement”) are incorporated by reference into Part III, as specifically set forth in Part III.

Nash Finch Company

Index

			Page No.
PART I
	Item 1.	Business		2
	Item 1A.	Risk Factors		8
	Item 1B.	Unresolved Staff Comments		14
	Item 2.	Properties		14
	Item 3.	Legal Proceedings		15
	Item 4.	Submission of Matters to a Vote of Security Holders		16
		Executive Officers of the Registrant		16
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		18
	Item 6.	Selected Financial Data		20
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		35
	Item 8.	Financial Statements and Supplementary Data		37
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		79
	Item 9A.	Controls and Procedures		79
	Item 9B.	Other Information		81
PART III
	Item 10.	Directors and Executive Officers of the Registrant and Corporate Governance		81
	Item 11.	Executive Compensation		81
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		81
	Item 13.	Certain Relationships and Related Transactions and Director Independence		82
	Item 14.	Principal Accountant Fees and Services		82
PART IV
	Item 15.	Exhibits and Financial Statement Schedules		83
SIGNATURES				89
EX-10.8
EX-10.10
EX-10.20
EX-10.22
EX-10.26
EX-10.27
Exhibit 12.1
EX-21.1
EX-23.1
EX-24.1
EX-31.1
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION

Nash Finch Company

PART I

Throughout this report, we refer to Nash-Finch Company, together with its subsidiaries, as “we,” “us,” “Nash Finch” or “the Company.”

Forward-Looking Information

This report, including the information that is or will be incorporated by reference into this report, contains forward-looking statements that relate to trends and events that may affect our future financial position and operating results. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The statements in this report that are not historical in nature, particularly those that use terms such as “may,” “will,” “should,” “likely,” “expect,” “anticipate,” “estimate,” “believe” or “plan,” or comparable terminology, are forward-looking statements based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Important factors known to us that could cause material differences include the following:

•  the effect of competition on our food distribution, military and retail businesses;

•  general sensitivity to economic conditions, including the uncertainty related to the current recession in the U.S. and worldwide economic slowdown; recent disruptions to the credit and financial markets in the U.S. and worldwide; changes in market interest rates; continued volatility in energy prices and food commodities;

•  macroeconomic and geopolitical events affecting commerce generally;

•  changes in consumer buying and spending patterns;

•  our ability to identify and execute plans to expand our food distribution, military and retail operations;

•  possible changes in the military commissary system, including those stemming from the redeployment of forces, congressional action and funding levels;

•  our ability to identify and execute plans to improve the competitive position of our retail operations;

•  the success or failure of strategic plans, new business ventures or initiatives;

•  our ability to successfully integrate and manage current or future businesses we acquire, including the ability to manage credit risks and retain the customers of those operations;

•  changes in credit risk from financial accommodations extended to new or existing customers;

•  significant changes in the nature of vendor promotional programs and the allocation of funds among the programs;

•  limitations on financial and operating flexibility due to debt levels and debt instrument covenants;

•  legal, governmental, legislative or administrative proceedings, disputes, or actions that result in adverse outcomes;

•  failure of our internal control over financial reporting;

•  changes in accounting standards;

•  technology failures that may have a material adverse effect on our business;

•  severe weather and natural disasters that may impact our supply chain;

•  unionization of a significant portion of our workforce;

•  costs related to a multi-employer pension plan;

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•  changes in health care, pension and wage costs and labor relations issues;

•  product liability claims, including claims concerning food and prepared food products;

•  threats or potential threats to security; and

•  unanticipated problems with product procurement.

A more detailed discussion of many of these factors is contained in Part  I, Item 1A, “Risk Factors,” of this report. You should carefully consider each of these factors and all of the other information in this report. We undertake no obligation to revise or update publicly any forward-looking statements. You are advised, however, to consult any future disclosures we make on related subjects in future reports to the Securities and Exchange Commission (“SEC”).

ITEM 1.   BUSINESS

Originally established in 1885 and incorporated in 1921, we are the second largest publicly traded wholesale food distributor in the United States, in terms of revenue, serving the retail grocery industry and the military commissary and exchange systems. Our sales in fiscal 2008 exceeded $4.7 billion. Our business currently consists of three primary operating segments: food distribution, military food distribution and retail. Financial information about our business segments for the three most recent fiscal years is contained in Part II, Item 8 of this report under Note (17) — “Segment Information” in the Notes to Consolidated Financial Statements.

In November 2006, we announced the launch of a new strategic plan, Operation Fresh Start, designed to sharpen our focus and provide a strong platform to support growth initiatives. Built upon extensive knowledge of current industry, consumer and market trends, and formulated to differentiate the Company, the new strategy focuses activities on specific retail formats, businesses and support services designed to delight consumers. The strategic plan encompasses several important elements:

•  Emphasis on a suite of retail formats designed to appeal to the needs of today’s consumers including an initial focus on everyday value, Hispanic and extreme value formats, as well as military commissaries;

•  Strong, passionate businesses in key areas including perishables, health and wellness, center store, pharmacy and military supply, driven by the needs of each format;

•  Supply chain services focused on supporting our businesses with warehouse management, inbound and outbound transportation management and customized solutions for each business;

•  Retail support services emphasizing best-in-class offerings in marketing, advertising, merchandising, store design and construction, store brands, market research, retail store support, retail pricing and license agreement opportunities;

•  Store brand management dedicated to leveraging the strength of the Our Family brand as a regional brand through exceptional product development coupled with pricing and marketing support; and

•  Integrated shared services company-wide, including IT support and infrastructure, accounting, finance, human resources and legal.

During fiscal 2008, we strengthened our financial position during a difficult business environment and made significant progress towards achieving our long-term financial targets. In addition to the strategic initiatives already in progress, our 2009 initiatives consist of the following:

•  Invest in our retail formats, supply chain capabilities and center store systems.

•  Successful integration of three distribution facilities acquired from GSC Enterprises, Inc. into our military segment.

•  Identify acquisitions that support our strategic plan.

Additional description of our business is found in Part II, Item 7 of this report.

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Food Distribution Segment

Our food distribution segment sells and distributes a wide variety of nationally branded and private label grocery products and perishable food products from 16 distribution centers to approximately 1,600 grocery stores located in 27 states across the United States. Our customers are relatively diverse with the largest customer, excluding our corporate-owned stores, consisting of a consortium of stores representing 9.6%, and two others representing 4.4% and 3.5%, of our fiscal 2008 food distribution sales. No other customer represents more than 3.0% of our food distribution business. Several of our distribution centers also distribute products to military commissaries and exchanges located in their geographic areas.

Our distribution centers are strategically located to efficiently serve our independent customer stores and our corporate-owned stores. The distribution centers are equipped with modern materials handling equipment for receiving, storing and shipping merchandise and are designed for high volume operations at low unit costs. We continue to implement operating initiatives to enhance productivity and expand profitability while providing a higher level of service to our distribution customers. Our distribution centers have varying levels of available capacity giving us enough flexibility to service additional customers by leveraging our existing fixed cost base, which can enhance our profitability.

Depending upon the size of the distribution center and the profile of the customers served, our distribution centers typically carry a full line of national brand and private label grocery products and perishable food products. Non-food items and specialty grocery products are distributed from two distribution centers located in Bellefontaine, Ohio and Sioux Falls, South Dakota. We currently operate a fleet of tractors and semi-trailers that deliver the majority of our products to our customers. Approximately 25% of deliveries are made through contract carriers.

Our retailers order their inventory at regular intervals through direct linkage with our information systems. Our food distribution sales are made on a market price plus fee and freight basis, with the fee based on the type of commodity and quantity purchased. We promptly adjust our selling prices based on the latest market information, and our freight policy contains a fuel surcharge clause that allows us to partially mitigate the impact of rising fuel costs.

Products

We primarily sell and distribute nationally branded products and a number of unbranded products, principally meat and produce, which we purchase directly from various manufacturers, processors and suppliers or through manufacturers’ representatives and brokers. We also sell and distribute high quality private label products under the proprietary trademark Our Family¹, a long-standing brand of Nash Finch that offers an alternative to national brands. In addition, we sell and distribute a premium line of branded products under the Our Family Pride trademark and a lower priced line of private label products under the Value Choice trademark. Under our branded products, we offer over 2,600 stock-keeping units of competitively priced, high quality grocery products and perishable food products which compete with national branded and other value brand products.

Services

To further strengthen our relationships with our food distribution customers, we offer, either directly or through third parties, a wide variety of support services to help them develop and operate stores, as well as compete more effectively. These services include:

•  promotional, advertising and merchandising programs;

•  installation of computerized ordering, receiving and scanning systems;

¹ We own or have the rights to various trademarks, tradenames and service marks, including the following referred to in this report: AVANZA^®, Econofoods^®, Sun Mart^®, Family Thrift Center^®, Family Fresh Market^®, Our Family^®, Our Family Pride^®, Value Choice^tm, Food Pride^® and Fresh Place^®. The trademark IGA^®, referred to in this report, is the registered trademark of IGA, Inc.

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•  retail equipment procurement assistance;

•  providing contacts for accounting, budgeting and payroll services;

•  consumer and market research;

•  remodeling and store development services;

•  securing existing grocery stores that are for sale or lease in the market areas we serve and occasionally acquiring or leasing existing stores for resale or sublease to these customers; and

•  NashNet, which provides supply chain efficiencies through internet services.

In fiscal 2008, 39% of food distribution revenues were from customers with whom we had entered into long-term supply agreements as compared to 37% in fiscal 2007. The long-term supply agreements range from 2 to 20 years. These agreements also may contain provisions that give us the opportunity to purchase customers’ independent retail businesses before any third party.

We also provide financial assistance to our food distribution customers, primarily in connection with new store development or the upgrading and expansion of existing stores. As of January 3, 2009, we had loans, net of reserves, of $35.5 million outstanding to 38 of our food distribution customers, and had guaranteed outstanding debt and lease obligations of certain food distribution customers in the amount of $15.1 million. We also, in the normal course of business, sublease retail properties and assign retail property leases to third parties. As of January 3, 2009, the present value of our maximum contingent liability exposure, net of reserves, with respect to the subleases and assigned leases was $26.2 million and $10.1 million, respectively.

We distribute products to independent stores that carry the IGA banner and our proprietary Food Pride banner. We encourage our independent customers to join one of these banner groups to receive many of the same marketing programs and procurement efficiencies available to grocery store chains while allowing them to maintain their flexibility and autonomy as independents. To use either of these banners, these independents must comply with applicable program standards. As of January 3, 2009, we served 123 retail stores under the IGA banner and 84 retail stores under our Food Pride banner.

Military Segment

Our military segment, Military Distributors of Virginia (MDV) is the largest distributor, by revenue, of grocery products to U.S. military commissaries and exchanges. MDV serves over 200 military commissaries and exchanges located in the continental United States, Europe, Puerto Rico, Cuba, the Azores and Egypt. Commissaries and exchanges that we serve in the United States are located primarily in the Mid-Atlantic region, consisting of the states along the Atlantic coast from New York to North Carolina. Our distribution centers in Norfolk, Virginia and Jessup, Maryland are exclusively dedicated to supplying products to military commissaries and exchanges. These distribution centers are strategically located among the largest concentration of military bases in the United States and near Atlantic ports used to ship grocery products to overseas commissaries and exchanges. MDV has an outstanding reputation as a supplier focused exclusively on U.S. military commissaries and exchanges, based in large measure on its excellent service metrics, which include fill rate, on-time delivery and shipping accuracy.

The Defense Commissary Agency, also known as DeCA, operates a chain of commissaries on U.S. military installations throughout the world. DeCA contracts with manufacturers to obtain grocery and related products for the commissary system. Manufacturers either deliver the products to the commissaries themselves or, more commonly, contract with distributors such as us to deliver the products. These distributors act as drayage agents for the manufacturers by purchasing and maintaining inventories of products DeCA purchases from the manufacturers, and providing handling, distribution and transportation services for the manufacturers. Manufacturers must authorize the distributors as their official representatives to DeCA, and the distributors must adhere to DeCA’s frequent delivery system procedures governing matters such as product identification, ordering and processing, information exchange and resolution of discrepancies. We obtain distribution contracts with manufacturers through competitive bidding processes and direct negotiations.

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As commissaries need to be restocked, DeCA identifies each manufacturer with which an order is to be placed for additional products, determines which distributor is the manufacturer’s official representative in a particular region, and places a product order with that distributor under the auspices of DeCA’s master contract with the applicable manufacturer. The distributor selects that product from its existing inventory, delivers it to the commissary or commissaries designated by DeCA, and bills the manufacturer for the product shipped. The manufacturer then bills DeCA under the terms of its master contract. Overseas commissaries are serviced in a similar fashion, except that a distributor’s responsibility is to deliver products as and when needed to the port designated by DeCA, which in turn bears the responsibility for shipping the product to the applicable commissary or overseas warehouse.

After we ship a particular manufacturer’s products to commissaries in response to an order from DeCA, we invoice the manufacturer for the same purchase price previously paid by us plus a service or drayage fee that is typically based on a percentage of the purchase price, but may in some cases be based on a dollar amount per case or pound of product handled. MDV’s order handling and invoicing activities are facilitated by a procurement and billing system developed specifically for MDV, addresses the unique aspects of its business, and provides MDV’s manufacturer customers with a web-based, interactive means of accessing critical order, inventory and delivery information.

MDV has approximately 500 distribution contracts with manufacturers that supply products to the DeCA commissary system and various exchange systems. These contracts generally have an indefinite term, but may be terminated by either party without cause upon 30 days prior written notice to the other party. The contracts typically specify the commissaries and exchanges we are to supply on behalf of the manufacturer, the manufacturer’s products to be supplied, service and delivery requirements and pricing and payment terms. MDV’s ten largest manufacturer customers represented 46% of the military segment’s 2008 sales.

On January 31, 2009, the Company completed the purchase from GSC Enterprises, Inc., of substantially all of the assets relating to three wholesale food distribution centers located in San Antonio, Texas, Pensacola, Florida and Junction City, Kansas, including all inventory and customer contracts related to the purchased facilities.

Retail Segment

Our retail segment is made up of 57 corporate-owned stores, located primarily in the Upper Midwest, in the states of Colorado, Iowa, Minnesota, Nebraska, North Dakota, Ohio, South Dakota and Wisconsin. Our corporate-owned stores principally operate under the Econofoods, Sun Mart, Family Thrift Center, Pick ‘n Save, Family Fresh Market, AVANZA, Wholesale Food Outlet and Food Bonanza banners. Our stores are typically located close to our distribution centers in order to create certain operating and logistical efficiencies. As of January 3, 2009, we operated 50 conventional supermarkets, four AVANZA grocery stores, one Wholesale Food Outlet grocery store, one Food Bonanza grocery store and one other retail store. Our retail segment also includes three corporate-owned pharmacies and one convenience store that are not included in our store count.

Our conventional grocery stores offer a wide variety of high quality grocery products and services. Many have specialty departments such as fresh meat counters, delicatessens, bakeries, eat-in cafes, pharmacies, dry cleaners, banks and floral departments. These stores also provide services such as check cashing, fax services and money transfers. We emphasize outstanding customer service and have created our G.R.E.A.T. (Greet, React, Escort, Anticipate and Thank) Customer Service Program to train every associate (employee) on the core elements of providing exceptional customer service. “The Fresh Place” concept within our conventional grocery stores is an umbrella banner that emphasizes our high quality perishable products, such as fresh produce, deli, meats, seafood, baked goods and takeout foods for today’s busy consumer. The AVANZA grocery stores offer products designed to meet the specific tastes and needs of Hispanic shoppers.

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Competition

Food Distribution Segment

The food distribution segment is highly competitive as evidenced by the low margin nature of the business. Success in this segment is measured by the ability to leverage scale in order to gain pricing advantages and operating efficiencies, to provide superior merchandising programs and services to the independent customer base and to use technology to increase distribution efficiencies. We compete with local, regional and national food distributors, as well as with vertically integrated national and regional chains using a variety of formats, including supercenters, supermarkets and warehouse clubs that purchase directly from suppliers and self-distribute products to their stores. We face competition from these companies on the basis of price, quality, variety, availability of products, strength of private label brands, schedules and reliability of deliveries and the range and quality of customer services.

Continuing our quality service by focusing on key metrics such as our on-time delivery rate, fill rate, order accuracy and customer service is essential in maintaining our competitive advantage. During fiscal 2008, our distribution centers had an on-time delivery rate, defined as being within 1/2 hour of our committed delivery time, of 98.2%; and a fill rate, defined as the percentage of cases shipped relative to the number of cases ordered, of 96.6%. We believe we are an industry leader with respect to these key metrics.

Military Segment

We are one of five distributors with annual sales to the DeCA commissary system in excess of $100 million that distributes products via the frequent delivery system. The remaining distributors that supply DeCA tend to be smaller, regional and local providers. In addition, manufacturers contract with others to deliver certain products, such as baking supplies, produce, deli items, soft drinks and snack items, directly to DeCA commissaries and service exchanges. Because of the narrow margins in this industry, it is of critical importance for distributors to achieve economies of scale, which is typically a function of the density or concentration of military bases within the geographic market(s) a distributor serves, and the distributor’s share of that market. As a result, no distributor in this industry has a nationwide presence. Rather, distributors tend to concentrate on specific regions, or areas within specific regions, where they can achieve critical mass and utilize warehouse and distribution facilities efficiently. In addition, distributors that operate larger civilian distribution businesses tend to compete for DeCA commissary business in areas where such business would enable them to more efficiently utilize the capacity of their existing civilian distribution centers. We believe the principal competitive factors among distributors within this industry are customer service, price, operating efficiencies, reputation with DeCA and location of distribution centers. We believe our competitive position is very strong with respect to all these factors within the geographic areas where we compete.

Retail Segment

Our retail segment is also highly competitive. We compete with many organizations of various sizes, ranging from national and regional chains that operate a variety of formats (such as supercenters, supermarkets, extreme value food stores and membership warehouse club stores) to local grocery store chains and privately owned unaffiliated grocery stores. Although our target geographic areas have a relatively low presence of national and multi-regional grocery store chains, we are facing increasing competitive pressure from the expansion of supercenters and regional chains. In 2008 and 2007, there were four and five, respectively, of our stores that were impacted by the opening of new supercenters in their markets and a total of 47 stores as of January 3, 2009, now compete with supercenters. Depending upon the market, we compete based on price, quality and assortment, store appeal (including store location and format), sales promotions, advertising, service and convenience. We believe our ability to provide convenience, outstanding perishable execution and exceptional customer service are particularly important factors in achieving competitive success.

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Vendor Allowances and Credits

We participate with our vendors in a broad menu of promotions to increase sales of products. These promotions fall into two main categories, off-invoice allowances and performance-based allowances, and are often subject to negotiation with our vendors. In the case of off-invoice allowances, discounts are typically offered by vendors with respect to certain merchandise purchased by us during a specified period of time. We use off-invoice allowances to support a variety of marketing programs such as reduced price offerings for specific time periods, food shows, pallet promotions and private label promotions. The discounts are either reflected directly on the vendor invoice, as a reduction from the normal wholesale prices for merchandise to which the allowance applies, or we are allowed to deduct the allowance as an offset against the vendor’s invoice when it is paid.

In the case of performance-based allowances, the allowance or rebate is based on our completion of some specific activity, such as purchasing or selling product during a certain time period. This basic performance requirement may be accompanied by an additional performance requirement such as providing advertising or special in-store promotions, tracking specific shipments of goods to retailers (or to customers in the case of our own retail stores) during a specified period (retail performance allowances), slotting (adding a new item to the system in one or more of our distribution centers) and merchandising a new item, or achieving certain minimum purchase quantities. The billing for these performance-based allowances is normally in the form of a “bill-back” in which case we are invoiced at the regular price with the understanding that we may bill back the vendor for the requisite allowance when the performance is satisfied. We also assess an administrative fee, reflected on the invoices sent to vendors, to recoup our reasonable costs of performing the tasks associated with administering retail performance allowances.

We collectively plan promotions with our vendors and arrive at the amount the respective vendor plans to spend on promotions with us. Each vendor has its own method for determining the amount of promotional funds to be spent with us. In most situations, the vendor allowances are based on units we purchased from the vendor. In other situations, the allowances are based on our past or anticipated purchases and/or the anticipated performance of the planned promotions. Forecasting promotional expenditures is a critical part of our frequently scheduled planning sessions with our vendors. As individual promotions are completed and the associated billing is processed, the vendors track our promotional program execution and spend rate, and discuss the tracking, performance and spend rate with us on a regular basis throughout the year. These communications include discussions with respect to future promotions, product cost, targeted retails and price points, anticipated volume, promotion expenditures, vendor maintenance, billing issues and procedures, new items/discontinued items, and trade spend levels relative to budget per event and per year, as well as the resolution of any issues that arise between the vendor and us. In the future, the nature and menu of promotional programs and the allocation of dollars among them may change as a result of our ongoing negotiations and commercial relationships with our vendors.

Trademarks and Servicemarks

We own or license a number of trademarks, tradenames and servicemarks that relate to our products and services, including those mentioned in this report. We consider certain of these trademarks, tradenames and servicemarks, such as Our Family, Our Family Pride and Value Choice, to be of material value to the business conducted by our food distribution and retail segments, and we actively defend and enforce such trademarks, tradenames and servicemarks.

Employees

As of January 3, 2009, we employed 7,410 persons, of whom 4,540 were employed on a full-time basis and 2,870 employed on a part-time basis. Of our total number of employees, 756 were represented by unions (10.2% of all employees) and consisted primarily of warehouse personnel and drivers in our Ohio, Indiana and Michigan distribution centers. We consider our employee relations to be good.

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Available Information

Our internet website is www.nashfinch.com. The references to our website in this report are inactive references only, and the information on our website is not incorporated by reference in this report. Through the Investor Relations portion of our website and a link to a third-party content provider (under the tab “SEC Filings”), you may access, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We have also posted on the Investor Relations portion of our website, under the caption “Corporate Governance,” our Code of Business Conduct that is applicable to all our directors and employees, as well as our Code of Ethics for Senior Financial Management that is applicable to our Chief Executive Officer, Chief Financial Officer and Corporate Controller. Any amendment to or waiver from the provisions of either of these Codes that is applicable to any of these three executive officers will be disclosed on the Investor Relations portion of our website under the “Corporate Governance” caption.

ITEM 1A.   RISK FACTORS

In addition to the other information in this Form 10-K, you should carefully consider the specific risk factors set forth below in evaluating Nash Finch because any of the following risks could materially affect our business, financial condition, results of operations and future prospects. The risks described below are not the only ones we face. Additional risks and uncertainties not currently known to us may also materially and adversely affect us.

We face substantial competition and our competitors may have superior resources, which could place us at a competitive disadvantage and adversely affect our financial performance.

Our businesses are highly competitive and are characterized by high inventory turnover, narrow profit margins and increasing consolidation. Our food distribution and military businesses compete not only with local, regional and national food distributors, but also with vertically integrated national and regional chains that employ a variety of formats, including supercenters, supermarkets and warehouse clubs. Our retail business, focused in the Upper Midwest, has historically competed with traditional grocery stores and is increasingly competing with alternative store formats such as supercenters, warehouse clubs, dollar stores and extreme value food stores.

Some of our food distribution and retail competitors are substantially larger and may have greater financial resources and geographic scope, lower merchandise acquisition costs and lower operating expenses than we do, intensifying price competition at the wholesale and retail levels. Industry consolidation and the expansion of alternative store formats, which have gained and continue to gain market share at the expense of traditional grocery stores, tend to produce even stronger competition for our retail business and for the independent customers of our distribution business. To the extent our independent customers are acquired by our competitors or are not successful in competing with other retail chains and non-traditional competitors, sales by our distribution business will also be affected. If we fail to effectively implement strategies to respond to these competitive pressures, our operating results could be adversely affected by price reductions, decreased sales or margins, or loss of market share.

In the military food distribution business we face competition from large national and regional food distributors as well as smaller food distributors. Due to the narrow margins in the military food distribution industry, it is of critical importance for distributors to achieve economies of scale, which are typically a function of the density or concentration of military bases in the geographic markets a distributor serves and a distributor’s share of that market. As a result, no distributor in this industry has a nationwide presence and it is very difficult, other than through acquisitions, to expand operations in this industry beyond the geographic regions where we currently can utilize our warehouse and distribution capacity.

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Our business is sensitive to economic conditions that impact consumer spending

Our business is sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending and buying habits. Economic downturns or uncertainty may not only adversely affect overall demand and intensify price competition, but also cause consumers to “trade down” by purchasing lower margin items and to make fewer purchases in traditional supermarket channels. Future economic conditions affecting disposable consumer income such as employment levels, business conditions, changes in housing market conditions, the availability of credit, interest rates, volatility in fuel and energy costs, food price inflation or deflation, employment trends in our markets and labor costs, the impact of natural disasters or acts of terrorism, and other matters could reduce consumer spending or cause consumers to shift their spending to lower-priced competitors. A general reduction in the level of discretionary spending or shifts in consumer discretionary spending to our competitors could adversely affect our growth and profitability.

The recent worldwide financial and credit market disruptions have reduced the availability of liquidity and credit generally necessary to fund a continuation and expansion of global economic activity. The shortage of liquidity and credit combined with recent substantial losses in equity markets has led to a worldwide economic recession that could become prolonged. The general slowdown in economic activity caused by an extended recession could adversely affect our business. A continuation or worsening of the current difficult financial and economic conditions could adversely affect our customers’ ability to meet the terms of sale or our suppliers’ ability to fully perform their commitments to us.

Our businesses could be negatively affected if we fail to retain existing customers or attract significant numbers of new customers.

Growing and increasing the profitability of our distribution businesses is dependent in large measure upon our ability to retain existing customers and capture additional distribution customers through our existing network of distribution centers, enabling us to more effectively utilize the fixed assets in those businesses. Our ability to achieve these goals is dependent, in part, upon our ability to continue to provide a high level of customer service, offer competitive products at low prices, maintain high levels of productivity and efficiency, particularly in the process of integrating new customers into our distribution system, and offer marketing, merchandising and ancillary services that provide value to our independent customers. If we are unable to execute these tasks effectively, we may not be able to attract significant numbers of new customers and attrition among our existing customer base could increase, either or both of which could have an adverse impact on our revenue and profitability.

Growing and increasing the profitability of our retail business is dependent on increasing our market share in the markets our retail stores are located. We plan to invest in redesigning some of our retail stores into alternative formats in order to attract new customers and increase our market share. Our results of operations may be adversely impacted if we are unable to attract significant numbers of new retail customers.

Our military segment operations are dependant upon domestic and international military distribution, and a change in the military commissary system could negatively impact our results of operations and financial condition.

Because our military segment sells and distributes grocery products to military commissaries and exchanges in the U.S. and overseas, any material changes in the commissary system, in military staffing levels or in locations of bases may have a corresponding impact on the sales and operating performance of this segment. These changes could include privatization of some or all of the military commissary system, relocation or consolidation in the number of commissaries and exchanges, base closings, troop redeployments or consolidations in the geographic areas containing commissaries and exchanges served by us, or a reduction in the number of persons having access to the commissaries and exchanges.

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Our results of operations and financial condition could be adversely affected if we are unable to improve the competitive position of our retail operations.

Our retail food business faces competition from regional and national chains operating under a variety of formats that devote square footage to selling food (i.e., supercenters, supermarkets, extreme value stores, membership warehouse clubs, dollar stores, drug stores, convenience stores, various formats selling prepared foods, and other specialty and discount retailers), as well as from independent food store operators in the markets where we have retail operations. During fiscal 2006, we announced new strategic initiatives designed to create value within our organization. These initiatives include designing and reformatting our base of retail stores to increase overall retail sales performance. In connection with these efforts, there are numerous risks and uncertainties, including our ability to successfully identify which course of action will be most financially advantageous for each retail store, our ability to identify those initiatives that will be the most effective in improving the competitive position of the retail stores we retain, our ability to efficiently and timely implement these initiatives, and the response of competitors to these initiatives. If we are unable to improve the overall competitive position of our remaining retail stores the operating performance of that segment may continue to decline and we may need to recognize additional impairments of our long-lived assets and goodwill, be compelled to close or dispose of additional stores and may incur restructuring or other charges to our earnings associated with such closure and disposition activities. In addition, we cannot assure you that we will be able to replace any of the revenue lost from these closed or sold stores from our other operations.

We may not be able to achieve the expected benefits from the implementation of new strategic initiatives.

We have begun taking action to improve our competitive performance through a series of strategic initiatives. The goal of this effort is to develop and implement a comprehensive and competitive business strategy, addressing the food distribution industry environment and our position within the industry and ultimately create increased shareholder value.

We may not be able to successfully execute our strategic initiatives and realize the intended synergies, business opportunities and growth prospects. Many of the other risk factors mentioned may limit our ability to capitalize on business opportunities and expand our business. Our efforts to capitalize on business opportunities may not bring the intended results. Assumptions underlying estimates of expected revenue growth or overall cost savings may not be met or economic conditions may deteriorate. Customer acceptance of new retail formats developed may not be as anticipated, hampering our ability to attract new retail customers or maintain our existing retail customer base. Additionally, our management may have its attention diverted from other important activities while trying to execute new strategic initiatives. If these or other factors limit our ability to execute our strategic initiatives, our expectations of future results of operations, including expected revenue growth and cost savings, may not be met.

Our ability to operate effectively could be impaired by the risks and costs associated with the current and future efforts to grow our business through acquisitions.

Efforts to grow our business may include acquisitions. Acquisitions entail various risks such as identifying suitable candidates, effecting acquisitions at acceptable rates of return, obtaining adequate financing and acceptable terms and conditions. Our success depends in a large part on factors such as our ability to locate suitable acquisition candidates and successfully integrate such operations and personnel in a timely and efficient manner while retaining the customer base of the acquired operations. If we cannot locate suitable acquisition candidates, successfully integrate these operations and retain the customer base, we may experience material adverse consequences to our results of operations and financial condition. The integration of separately managed businesses operating in different markets involves a number of risks, including the following:

•  demands on management related to the significant increase in our size after the acquisition of operations;

•  difficulties in the assimilation of different corporate cultures and business practices, such as those involving vendor promotions, and of geographically dispersed personnel and operations;

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•  difficulties in the integration of departments, information technology systems, operating methods, technologies, books and records and procedures, as well as in maintaining uniform standards and controls, including internal accounting controls, procedures and policies; and

•  expenses of any undisclosed liabilities, such as those involving environmental or legal matters.

Successful integration of new operations, including the previously announced acquisition of three distribution facilities from GSC Enterprises Inc. in January of 2009, will depend on our ability to manage those operations, fully assimilate the operations into our distribution network, realize opportunities for revenue growth presented by strengthened product offerings and expanded geographic market coverage, maintain the customer base and eliminate redundant and excess costs. We may not realize the anticipated benefits or savings from an acquisition in the time frame anticipated, if at all, or such benefits and savings may include higher costs than anticipated.

Substantial operating losses may occur if the customers to whom we extend credit or for whom we guarantee loan or lease obligations fail to repay us.

In the ordinary course of business, we extend credit, including loans, to our food distribution customers, and provide financial assistance to some customers by guaranteeing their loan or lease obligations. We also lease store sites for sublease to independent retailers. Generally, our loans and other financial accommodations are extended to small businesses that are unrated and may have limited access to conventional financing. As of January 3, 2009, we had loans, net of reserves, of $35.5 million outstanding to 38 of our food distribution customers and had guaranteed outstanding debt and lease obligations of food distribution customers totaling $15.1 million. In the normal course of business, we also sublease retail properties and assign retail property leases to third parties. As of January 3, 2009, the present value of our maximum contingent liability exposure, net of reserves, with respect to subleases and assigned leases was $26.2 million and $10.1 million, respectively. While we seek to obtain security interests and other credit support in connection with the financial accommodations we extend, such collateral may not be sufficient to cover our exposure. Greater than expected losses from existing or future credit extensions, loans, guarantee commitments or sublease arrangements could negatively and potentially materially impact our operating results and financial condition.

Changes in vendor promotions or allowances, including the way vendors target their promotional spending, and our ability to effectively manage these programs could significantly impact our margins and profitability.

We engage in a wide variety of promotional programs cooperatively with our vendors. The nature of these programs and the allocation of dollars among them evolve over time as the parties assess the results of specific promotions and plan for future promotions. These programs require careful management in order for us to maintain or improve margins while at the same time driving sales for us and for the vendors. A reduction in overall promotional spending or a shift in promotional spending away from certain types of promotions that we have historically utilized could have a significant impact on our gross profit margin and profitability. Our ability to anticipate and react to changes in promotional spending by, among other things, planning and implementing alternative programs that are expected to be mutually beneficial to the manufacturers and us, will be an important factor in maintaining or improving margins and profitability. If we are unable to effectively manage these programs, it could have a material adverse effect on our results of operations and financial condition.

Our debt instruments include financial and other covenants that limit our operating flexibility and may affect our future business strategies and operating results.

Covenants in the documents governing our outstanding or future debt, or our future debt levels, could limit our operating and financial flexibility. Our ability to respond to market conditions and opportunities as well as capital needs could be constrained by the degree to which we are leveraged, by changes in the availability or cost of capital, and by contractual limitations on the degree to which we may, without the consent of our lenders, take actions such as engaging in mergers, acquisitions or divestitures, incurring

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additional debt, making capital expenditures, repurchasing shares of our stock and making investments, loans or advances. If needs or opportunities were identified that would require financial resources beyond existing resources, obtaining those resources could increase our borrowing costs, further reduce financial flexibility, require alterations in strategies and affect future operating results.

Legal, governmental, legislative or administrative proceedings, disputes or actions that result in adverse outcomes or unfavorable changes in government regulations may affect our businesses and operating results.

Adverse outcomes in litigation, governmental, legislative or administrative proceedings and/or other disputes may result in significant liability to the Company and affect our profitability or impose restrictions on the manner in which we conduct our business. Our businesses are also subject to various federal, state and local laws and regulations with which we must comply. Changes in applicable laws and regulations that impose additional requirements or restrictions on the manner in which we operate our businesses could increase our operating costs.

Failure of our internal control over financial reporting could materially impact our business and results.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. An internal control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all internal control systems, internal control over financial reporting may not prevent or detect misstatements. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud, and could expose us to litigation or adversely affect the market price of our common stock.

Changes in accounting standards could materially impact our results.

Generally accepted accounting principles and related accounting pronouncements, implementation guidelines, and interpretations for many aspects of our business, such as accounting for insurance and self-insurance, inventories, goodwill and intangible assets, store closures, leases, income taxes and share-based payments, are highly complex and involve subjective judgments. Changes in these rules or their interpretation could significantly change or add significant volatility to our reported earnings without a comparable underlying change in cash flow from operations.

We may experience technology failures which could have a material adverse effect on our business.

We have large, complex information technology systems that are important to our business operations. Although we have an off-site disaster recovery center and have installed security programs and procedures, security could be compromised and technology failures and systems disruptions could occur. This could result in a loss of sales or profits or cause us to incur significant costs, including payments to third parties for damages.

Severe weather and natural disasters can adversely impact our operations, our suppliers or the availability and cost of products we purchase.

Severe weather conditions and natural disasters could damage our properties and adversely impact the geographic areas where we conduct our business. Severe weather and natural disasters could also affect the suppliers from whom we procure products and could cause disruptions in our operations and affect our supply chain efficiencies. In addition, unseasonably adverse climatic conditions that impact growing conditions and the crops of food producers may adversely affect the availability or cost of certain products.

Unions may attempt to organize our employees.

While our management believes that our employee relations are good, we cannot be assured that we will not experience pressure from labor unions or become the target of campaigns similar to those faced by our

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competitors. The potential for unionization could increase if the United States Congress passes the Federal Employee Free Choice Act legislation. The unionization of a significant portion of our workforce could increase our overall costs at the affected locations and adversely affect our flexibility to run our business in the most efficient manner to remain competitive or acquire new business. In addition, significant union representation would require us to negotiate wages, salaries, benefits and other terms with many of our employees collectively and could adversely affect our results of operations by increasing our labor costs or otherwise restricting our ability to maximize the efficiency of our operations.

Costs related to a multi-employer pension plan.

The Company participates in a multi-employer pension plan for certain unionized employees. The Company’s contributions to the plan may escalate in future years based on factors outside the Company’s control, including the bankruptcy or insolvency of other participating employers, actions taken by trustees who manage the plan, government regulations, a funding deficiency in the plan or our withdrawal from the plan. Escalating costs associated with these multi-employer plans may have a material adverse effect on the Company’s financial condition and results of operations.

Increases in employee benefit costs and other labor relations issues may lead to labor disputes and disruption of our businesses.

If we are unable to control health care, pension and wage costs, or gain operational flexibility under our collective bargaining agreements, we may experience increased operating costs and an adverse impact on future results of operations. There can be no assurance that the Company will be able to negotiate the terms of any expiring or expired agreement in a manner that is favorable to the Company. Therefore, potential work disruptions from labor disputes could result, which may affect future revenues and profitability.

We are subject to the risk of product liability claims, including claims concerning food and prepared food products.

The sale of food and prepared food products for human consumption may involve the risk of injury. Injuries may result from tampering by unauthorized third parties, product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents, or residues introduced during the growing, storage, handling and transportation phases. We cannot be sure that consumption of products we distribute and sell will not cause a health-related illness in the future or that we will not be subject to claims or lawsuits relating to such matters.

Negative publicity related to these types of concerns, or related to product contamination or product tampering, whether valid or not, might negatively impact demand for products we distribute and sell, or cause production and delivery disruptions. We may need to recall products if any of these products become unfit for consumption. Costs associated with these potential actions could adversely affect our operating results.

Threats or potential threats to security may adversely affect our business.

Threats or acts of terror, data theft, information espionage, or other criminal activity directed at the food industry, the transportation industry, or computer or communications systems, including security measures implemented in recognition of actual or potential threats, could increase security costs and adversely affect our operations.

We depend upon vendors to supply us with quality merchandise at the right time and at the right price.

We depend heavily on our ability to purchase merchandise in sufficient quantities at competitive prices. We have no assurances of continued supply, pricing, or access to new products and any vendor could at any time change the terms upon which it sells to us or discontinue selling to us. Sales demands may lead to insufficient in-stock positions of our merchandise.

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Significant changes in our ability to obtain adequate product supplies due to weather, food contamination, regulatory actions, labor supply, or product vendor defaults or disputes that limit our ability to procure products for sale to customers could have an adverse effect on our operating results.

The foregoing discussion of risk factors is not exhaustive and we do not undertake to revise any forward-looking statement to reflect events or circumstances that occur after the date the statement is made.

ITEM 1B.   UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.   PROPERTIES

Our principal executive offices are located in Minneapolis, Minnesota and consist of approximately 126,000 square feet of office space in a building that we own.

Food Distribution Segment

The table below lists, as of January 3, 2009, the locations and sizes of our distribution centers primarily used in our food distribution operations. Unless otherwise indicated, we own each of these distribution centers.

	Approx. Size
Location	(Square Feet)
Midwest Region:
Omaha, Nebraska (2)		671,900
Cedar Rapids, Iowa		351,900
St. Cloud, Minnesota		329,000
Sioux Falls, South Dakota (3)		275,400
Fargo, North Dakota		288,800
Rapid City, South Dakota (4)		195,100
Minot, North Dakota		185,200
Southeast Region:
Lumberton, North Carolina (1)		358,500
Statesboro, Georgia (1)		230,500
Bluefield, Virginia		187,500
Great Lakes Region:
Bellefontaine, Ohio		666,000
Lima, Ohio (5)		648,300
Bridgeport, Michigan (1)		604,500
Westville, Indiana		631,900
Cincinnati, Ohio		403,300
Total Square Footage		6,027,800

(1)	Leased facility.
(2)	Includes 45,000 square feet that we lease.
(3)	Includes 79,300 square feet that we lease. The Sioux Falls facility represents two distinct distribution centers.
(4)	Includes 8,000 square feet that we lease.
(5)	Includes 134,000 square feet that we lease.

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Military Segment

The table below lists the locations and sizes of our facilities exclusively used in our military distribution business as of January 3, 2009. We lease each of these facilities. The Norfolk facilities comprise our distribution center, while the Jessup facility is used as an intermediate holding area for high velocity and large cube products to be delivered to commissaries and exchanges in the northern portion of the Mid-Atlantic region that we serve.

	Approx. Size
Location	(Square Feet)
Norfolk, Virginia		756,200
Jessup, Maryland		115,200
Total Square Footage		871,400

Retail Segment

The table below contains selected information regarding our 57 corporate-owned stores as of January 3, 2009. We own the facilities of 26 of these stores and lease the facilities of 31 of these stores.

	Number		Areas	Average
Banner	of Stores		of Operation	Square Feet
Sun Mart		22	CO, MN, ND, NE		33,283
Econofoods		19	IA, MN, SD, WI		35,465
Family Thrift Center		5	NE, SD		48,082
AVANZA		4	CO, NE		31,111
Pick ‘n Save		2	OH		49,588
Wholesale Food Outlet		1	IA		19,620
Food Bonanza		1	IA		36,588
Prairie Market		1	SD		29,480
Family Fresh Market		1	WI		54,641
Other Stores		1	MN		3,500
Total		57

The table excludes three corporate-owned pharmacies and one convenience store. As of January 3, 2009, the aggregate square footage of our 57 retail grocery stores totaled 2,013,923 square feet.

ITEM 3.   LEGAL PROCEEDINGS

Roundy’s Supermarkets, Inc. v. Nash Finch

On February 11, 2008, Roundy’s Supermarkets, Inc. (“Roundy’s) filed suit against us claiming we breached the Asset Purchase Agreement (“APA”), entered into in connection with our acquisition of certain distribution centers and other assets from Roundy’s, by not paying approximately $7.9 million that Roundy’s claims is due under the APA as a purchase price adjustment. We answered the complaint denying any payment was due to Roundy’s and asserted counterclaims against Roundy’s for, among other things, breach of contract, misrepresentation, and breach of the duty of good faith and fair dealing. In our counterclaim we demand damages from Roundy’s in excess of $18.0 million.

On or about March 25, 2008, Roundy’s filed a motion for judgment on the pleadings with respect to some, but not all, of the claims, asserted in our counterclaim. On May 27, 2008, we filed an amended counterclaim which rendered Roundy’s motion moot. The amended counterclaim asserts claims against Roundy’s for, among other things, breach of contract, fraud, and breach of the duty of good faith and fair dealing. Our counterclaim demands damages from Roundy’s in excess of $18.0 million. Roundy’s filed an answer to the counterclaims denying liability, and subsequently moved to dismiss our counterclaims. The Court denied the motion in part and granted the motion in part. We intend to vigorously defend against Roundy’s complaint and to vigorously prosecute our claims against it.

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Due to uncertainties in the litigation process, the Company is unable to estimate with certainty the financial impact or outcome of this lawsuit.

Other

We are also engaged from time-to-time in routine legal proceedings incidental to our business. We do not believe that these routine legal proceedings, taken as a whole, will have a material impact on our business or financial condition.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth information about our executive officers as of March 10, 2009:

			Year First Elected
			or Appointed as an
Name	Age		Executive Officer		Title
Alec C. Covington		52		2006	President and Chief Executive Officer
Christopher A. Brown		46		2006	Executive Vice President, Food Distribution
Edward L. Brunot		45		2006	Senior Vice President, President and Chief Operating Officer of MDV
Robert B. Dimond		47		2007	Executive Vice President, Chief Financial Officer and Treasurer
Kathleen M. Mahoney		54		2006	Senior Vice President, Secretary and General Counsel
Jeffrey E. Poore		50		2001	Executive Vice President, Supply Chain Management
Calvin S. Sihilling		59		2006	Executive Vice President and Chief Information Officer
Michael W. Rotelle III		49		2008	Senior Vice President, Human Resources

There are no family relationships between or among any of our executive officers or directors. Our executive officers are elected by the Board of Directors for one-year terms after initial election, commencing with their election at the first meeting of the Board of Directors immediately following the annual meeting of stockholders and continuing until the next such meeting of the Board of Directors.

Alec C. Covington has been our President and Chief Executive Officer and a Director since May 2006. Mr. Covington served as President and Chief Executive Officer of Tree of Life, Inc., a marketer and distributor of natural and specialty foods, from February 2004 to May 2006, and for the same period as a member of the Executive Board of Tree of Life’s parent corporation, Royal Wessanen NV, a multi-national food corporation based in the Netherlands. From April 2001 to February 2004, he was Chief Executive Officer of AmeriCold Logistics, LLC, a provider of supply chain solutions in the consumer packaged goods industry. Prior to that time, Mr. Covington served as President of Richfood Inc., a regional food distributor.

Christopher A. Brown has served as our Executive Vice President, Food Distribution since November 2006. Prior to that time, he served for three years as CEO of SimonDelivers, Inc., a leading Minnesota-based online grocery delivery company. Prior to joining SimonDelivers, Mr. Brown was the Executive Vice President, Merchandising at Nash Finch from October 1999 to September 2003 and responsible for all merchandising, procurement, marketing, category management and advertising. During the nine years prior to serving Nash Finch, he held various management positions of increasing responsibility at Richfood Holdings, Inc. Mr. Brown holds a BSBA degree from Winona State University.

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Edward L. Brunot has served as our Senior Vice President and President and Chief Operating Officer of MDV since February 2009. Mr. Brunot joined Nash Finch in July 2006 as our Senior Vice President, Military. Mr. Brunot previously served as Senior Vice President, Operations for AmeriCold Logistics, LLC from December 2002 to May 2006, where he was responsible for 29 distribution facilities in the Western Region. Before that, Mr. Brunot was Vice President of Operations for CS Integrated from 1999 to 2002. Mr. Brunot served as a Captain in the United States Army and holds a BS degree from the United States Military Academy, West Point and an MS degree from the University of Scranton.

Robert B. Dimond returned as our Executive Vice President, Chief Financial Officer and Treasurer in January 2007. He previously served as Chief Financial Officer and Senior Vice President of Wild Oats Markets, Inc., a leading national natural and organic foods retailer, from April 2005 to December 2006. From January 2005 through March 2005, Mr. Dimond served as Executive Vice President and Chief Financial Officer of The Penn Traffic Company, a food retailer in the eastern United States, in connection with its emergence from bankruptcy proceedings. Prior to that, he served as our Executive Vice President, Chief Financial Officer and Treasurer from May 2002 to November 2004 and as our Chief Financial Officer and Senior Vice President from September 2000 to May 2002. Before that, Mr. Dimond held various financial roles with Kroger and Smith’s Food & Drug Centers, Inc. Mr. Dimond holds a BS degree in accounting from the University of Utah and is a Certified Public Accountant.

Kathleen M. Mahoney has served as our Senior Vice President, Secretary and General Counsel since July 2006. Ms. Mahoney joined Nash Finch as Vice President, Deputy General Counsel in November 2004, most recently as interim Secretary and General Counsel. Prior to working at Nash Finch, she was the Managing Partner of the St. Paul office of Larson King, LLP from July 2002 to November 2004. Previously, she spent 13 years with the law firm of Oppenheimer, Wolff & Donnelly, LLP, where she served in a number of capacities including Managing Partner of their St. Paul office, Chair of the Labor and Employment Practice Group and Chair of the EEO Committee. Ms. Mahoney also served as Special Assistant Attorney General in the Minnesota Attorney General’s office for six years. Ms. Mahoney earned her JD degree from Syracuse University College of Law and a BA from Keene State College.

Jeffrey E. Poore has served as our Executive Vice President, Supply Chain Management since July 2006. He previously served as our Senior Vice President, Military from July 2004 to July 2006 and as our Vice President, Distribution and Logistics from May 2001 to July 2004. Prior to joining Nash Finch, Mr. Poore served in various positions with Supervalu Inc., a food wholesaler and retailer, most recently as Vice President, Logistics from January 1999 to April 2001. Before that, Mr. Poore held various distribution and logistics roles with Computer Sciences Corporation, Hills Department Stores, Payless Shoe Stores and Payless Cashways. Mr. Poore holds a BA from Loyola Marymount University.

Calvin S. Sihilling has served as our Executive Vice President and Chief Information Officer since August 2006. Mr. Sihilling previously served as Chief Information Officer for AmeriCold Logistics, LLC from August 2001 to January 2006, where he was responsible for the oversight of Information Technology, Transportation, Project Support, and the National Service Center. Before that, Mr. Sihilling was CIO of the Eastern Region of Richfood Holdings, Inc./SuperValu Inc. from August 1998 to August 2001. Prior to that, Mr. Sihilling held various leadership positions at such companies as Alex Lee, Inc., PepsiCo Food Systems, Dr. Pepper Company and Electronic Data Systems. Mr. Sihilling holds a BS from the Northrop Institute of Technology.

Michael W. Rotelle III has served as our Senior Vice President, Human Resources since October 2008. Mr. Rotelle previously served as Executive Vice President, Human Resources for Acosta Sales and Marketing Company, a sales and marketing company serving the foodservice and grocery industries, from November 2007 to October 2008, where he was responsible for global Human Resource operations. Before that Mr. Rotelle served as Senior Vice President, Human Resources for Tree of Life, Inc. from August 2004 to November 2007. Prior to that Mr. Rotelle was Vice President, Human Resources of the Eastern Region of Richfood Holdings, Inc./ Supervalu Inc. from August 1994 to August 2004. Mr. Rotelle holds a Bachelor of Science degree in Business Administration from Bloomsburg University.

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PART II

ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is quoted on the NASDAQ Global Select Market and currently trades under the symbol NAFC. The following table sets forth, for each of the calendar periods indicated, the range of high and low closing sales prices for our common stock as reported by the NASDAQ Global Select Market, and the quarterly cash dividends paid per share of common stock. At March 2, 2009, there were 1,995 stockholders of record.

									Dividends
	2008				2007				Per Share
	High		Low		High		Low		2008		2007
First Quarter	$	37.35	$	32.50	$	34.29	$	26.89	$	0.180	$	0.180
Second Quarter		38.60		30.97		50.00		34.46		0.180		0.180
Third Quarter		46.33		33.53		51.29		31.62		0.180		0.180
Fourth Quarter		45.94		35.83		40.84		32.90		0.180		0.180

On March 10, 2009, the Nash Finch Board of Directors declared a cash dividend of $0.18 per common share, payable on April 3, 2009, to stockholders of record as of March 20, 2009.

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Total Shareholder Return Graph

The line graph below compares the cumulative total shareholder return on the Company’s common stock for the last five fiscal years with cumulative total return on the S&P SmallCap 600 Index and the peer group index described below. This graph assumes a $100 investment in each of Nash Finch Company, the S&P SmallCap 600 Index and the peer group index at the close of trading on January 4, 2004, and also assumes the reinvestment of all dividends. The stock price performance shown below is not necessarily indicative of future performance.

Comparison of 5 Year Cumulative Total Return
Assumes Initial Investment of $100
January 3, 2009

The peer group represented in the line graph above includes the following nine publicly traded companies: SuperValu Inc., Arden Group, Inc., The Great Atlantic & Pacific Tea Company, Inc., Ingles Markets, Incorporated, Ruddick Corporation, Spartan Stores, Inc., United Natural Foods, Inc., Weis Markets, Inc. and Core-Mark Holding Company, Inc.

From time-to-time, the peer group companies have changed due to merger and acquisition activity, bankruptcy filings, company delistings and other similar occurrences. There were no changes to the peer group during fiscal 2008.

The performance graph above is being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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ITEM 6.   SELECTED FINANCIAL DATA

NASH FINCH COMPANY AND SUBSIDIARIES

Consolidated Summary of Operations
Five years ended January 3, 2009 (not covered by Independent Auditors’ Report)
(Dollar amounts in thousands except per share amounts)

	2008			2007			2006			2005 (1)			2004
	(53 Weeks)			(52 Weeks)			(52 Weeks)			(52 Weeks)			(52 Weeks)
Results of Operations
Sales	$	4,703,660		$	4,532,635		$	4,631,629		$	4,555,507		$	3,897,074
Cost of sales		4,296,711			4,134,981			4,229,807			4,124,344			3,474,329
Gross profit		406,949			397,654			401,822			431,163			422,745
Selling, general and administrative		288,263			280,818			319,678			300,837			299,727
Gains on sale of real estate		—			(1,867	)		(1,130	)		(3,697	)		(5,586	)
Special charges		—			(1,282	)		6,253			(1,296	)		34,779
Goodwill impairment		—			—			26,419			—			—
Extinguishment of debt		—			—			—			—			7,204
Depreciation and amortization		38,429			38,882			41,451			43,721			40,241
Interest expense		21,523			23,581			26,644			24,732			27,181
Income tax expense		22,574			18,742			5,835			25,670			4,322
Earnings (loss) from continuing operations		36,160			38,780			(23,328	)		41,196			14,877
Net earnings from discontinued operations		—			—			160			56			55
Cumulative effect of change in accounting principle, net of income tax (2)		—			—			169			—			—
Net earnings (loss)	$	36,160		$	38,780		$	(22,999	)	$	41,252		$	14,932
Basic earnings (loss) per share	$	2.81		$	2.88		$	(1.72	)	$	3.19		$	1.20
Diluted earnings (loss) per share	$	2.75		$	2.84		$	(1.72	)	$	3.13		$	1.18
Cash dividends declared per common share	$	0.72		$	0.72		$	0.72		$	0.675		$	0.54
Selected Data
Pretax earnings (loss) from continuing operations as a percent of sales		1.25	%		1.27	%		(0.38	)%		1.47	%		0.49	%
Net earnings (loss) as a percent of sales		0.77	%		0.86	%		(0.50	)%		0.91	%		0.38	%
Effective income tax rate		38.4	%		32.6	%		33.4	%		38.4	%		22.5	%
Current assets	$	467,951		$	477,934		$	457,053		$	512,207		$	400,587
Current liabilities	$	297,729		$	282,357		$	278,222		$	325,859		$	280,162
Net working capital	$	170,222		$	195,577		$	178,831		$	186,348		$	120,425
Ratio of current assets to current liabilities		1.57			1.69			1.64			1.57			1.43
Total assets	$	954,952		$	951,382		$	954,303		$	1,077,424		$	815,628
Capital expenditures	$	31,955		$	21,419		$	27,469		$	24,638		$	22,327
Long-term obligations (long-term debt and capitalized lease obligations)	$	271,693		$	308,328		$	347,854		$	407,659		$	239,603
Stockholders’ equity	$	336,050		$	315,616		$	294,380		$	322,578		$	273,928
Stockholders’ equity per share (3)	$	26.22		$	24.05		$	21.99		$	24.24		$	21.66
Return on stockholders’ equity (4)		10.76	%		12.29	%		(7.92	)%		12.77	%		5.43	%
Common stock high price (5)	$	46.33		$	51.29		$	31.74		$	44.00		$	38.66
Common stock low price (5)	$	30.97		$	26.89		$	19.42		$	24.83		$	18.06

(1)	Information presented for fiscal 2005 reflects our acquisition on March 31, 2005, of the Lima and Westville distribution divisions of Roundy’s. More generally, discussion regarding the comparability of information presented in the table above or material uncertainties that could cause the selected financial data not to be indicative of future financial condition or results of operations can be found in Part 1, Item 1A of this report, “Risk Factors,” Part II, Item 7 of this report, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 8 of this report in our Consolidated Financial Statements and notes thereto.
(2)	Effect of adoption of Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment- Revised 2004,” in fiscal 2006.
(3)	Based on outstanding shares at year-end.
(4)	Return based on continuing operations.
(5)	High and low closing sales price on NASDAQ.

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ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

In terms of revenue, we are the second largest publicly traded wholesale food distributor in the United States serving the retail grocery industry and the military commissary and exchange systems. Our business consists of three primary operating segments: food distribution, military food distribution and retail.

Our food distribution segment sells and distributes a wide variety of nationally branded and private label products to independent grocery stores and other customers primarily in the Midwest and Southeast regions of the United States.

Our military segment contracts with manufacturers to distribute a wide variety of grocery products to military commissaries and exchanges located primarily in the Mid-Atlantic region of the United States, and in Europe, Puerto Rico, Cuba, the Azores and Egypt. We are the largest distributor of grocery products to U.S. military commissaries and exchanges, with over 30 years of experience acting as a distributor to U.S. military commissaries and exchanges.

Our retail segment operated 57 corporate-owned stores primarily in the Upper Midwest as of January 3, 2009. On April 1, 2008, we completed the acquisition of two stores located in Rapid City, SD and Scottsbluff, NE. Primarily due to highly competitive conditions in which supercenters and other alternative formats compete for price conscious customers, we closed or sold 16 retail stores in 2006, three retail stores in 2007 and four retail stores in 2008. We are implementing initiatives of varying scope and duration with a view toward improving our response to and performance under these highly competitive conditions. These initiatives include designing and reformatting some of our retail stores into alternative formats to increase overall retail sales performance. As we continue to assess the impact of performance improvement initiatives and the operating results of individual stores, we may need to recognize additional impairments of long-lived assets and goodwill associated with our retail segment, and may incur restructuring or other charges in connection with closure or sales activities. The retail segment yields a higher gross profit percent of sales and higher selling, general and administrative (“SG&A”) expenses as a percent of sales compared to our food distribution and military segments. Thus, changes in sales of the retail segment can have a disproportionate impact on consolidated gross profit and SG&A as compared to similar changes in sales in our food distribution and military segments.

Results of Operations

The following discussion summarizes our operating results for fiscal 2008 compared to fiscal 2007 and fiscal 2007 compared to fiscal 2006. However, fiscal 2008 results are not directly comparable to fiscal 2007 or 2006 because fiscal 2008 contained an additional week.

Sales

The following tables summarize our sales activity for fiscal 2008, 2007 and 2006:

	2008								2007								2006
			Percent			Percent					Percent			Percent					Percent
Segment Sales:	Sales		of Sales			Change			Sales		of Sales			Change			Sales		of Sales
	(In millions)
Food Distribution	$	2,740.5		58.3	%		1.8	%	$	2,693.3		59.4	%		(3.4	)%	$	2,787.7		60.2	%
Military		1,360.7		28.9	%		9.1	%		1,247.6		27.5	%		4.4	%		1,195.0		25.8	%
Retail		602.5		12.8	%		1.8	%		591.7		13.1	%		(8.8	)%		648.9		14.0	%
Total Sales	$	4,703.7		100.0	%		3.8	%	$	4,532.6		100.0	%		(2.1	)%	$	4,631.6		100.0	%

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The following table provides comparable sales for fiscal 2008 in comparison to fiscal 2007 by excluding the additional week of sales in fiscal 2008:

			Fiscal 2008		Fiscal 2008
			53rd		Comparable		Comparable
(in millions)	Fiscal 2008		Week		52 Weeks of		Percent Change
Segment Sales:	Sales		Sales		Sales		2008 to 2007
Food Distribution	$	2,740.5	$	45.3	$	2,695.2		0.1	%
Military		1,360.7		20.5		1,340.2		7.4	%
Retail		602.5		11.3		591.2		0.1	%
Total Sales	$	4,703.7	$	77.1	$	4,626.6		2.1	%

Fiscal 2008 food distribution sales increased 1.8% in comparison to fiscal 2007 but remained relatively flat in comparison to fiscal 2007 after adjusting for the additional week of sales. However, fiscal 2007 sales included $72.8 million of additional sales from a significant customer that transitioned to a different supplier during fiscal 2007. Excluding the impact of this customer and the additional week of sales in fiscal 2008, food distribution sales increased 2.9% as compared to fiscal 2007, primarily due to new account gains and an increase in sales to existing customers. The decrease in fiscal 2007 food distribution sales versus fiscal 2006 was primarily attributable to the loss of the significant customer noted above which accounted for approximately $82.9 million of the decrease in sales. Sales to our existing customer base also declined slightly in fiscal 2007 relative to fiscal 2006 as our existing customers faced increased competition.

Fiscal 2008 military sales increased 9.1% as compared to fiscal 2007. However, after excluding the additional week of sales in fiscal 2008, military sales increased 7.4% as compared to fiscal 2007. The sales increase reflected 7.2% stronger sales domestically and 7.9% stronger sales overseas as compared to fiscal 2007, after adjusting for the additional week of sales in fiscal 2008. The increase in military segment sales in fiscal 2007 compared to fiscal 2006 was primarily attributable to increased volume and new product line offerings. Domestic and overseas sales represented the following percentages of military segment sales:

	2008			2007			2006
Domestic		70.1	%		70.2	%		69.7	%
Overseas		29.9	%		29.8	%		30.3	%

Retail sales for fiscal 2008 increased 1.8% in comparison to fiscal 2007. However, after excluding the additional week of sales in fiscal 2008, retail sales decreased 0.1% as compared to fiscal 2007. The decrease in retail sales for fiscal 2008 was attributable to a 0.8% decrease in same store sales, which compare retail sales for stores which were in operation for the same number of weeks in the comparative periods, and the closure of four stores during the year. However, this was partially offset by the acquisition of two stores in fiscal 2008. The decrease in retail sales for fiscal 2007 as compared to fiscal 2006 was attributable to the closure or sale of three stores during fiscal 2007 and 16 stores during fiscal 2006 (store closures accounted for $52.7 million of the $57.2 million decrease in retail sales). Same store sales decreased 0.8% in fiscal 2007 as compared to fiscal 2006.

During fiscal 2008, 2007 and 2006, our corporate store count changed as follows:

	Fiscal Year			Fiscal Year			Fiscal Year
	2008			2007			2006
Number of stores at beginning of year (1)		59			62			78
Acquired stores		2			—			—
Closed or sold stores		(4	)		(3	)		(16	)
Number of stores at end of year (2)(3)		57			59			62

(1)	Store counts exclude four corporate-owned pharmacies.
(2)	Store count for fiscal 2008 excludes three corporate-owned pharmacies and one convenience store.
(3)	Store counts for fiscal 2007 and 2006 exclude four corporate-owned pharmacies.

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Gross Profit

Consolidated gross profit for fiscal 2008 was 8.7% of sales compared to 8.8% for fiscal 2007 and 8.7% for fiscal 2006. Fiscal 2008 consolidated gross profit was negatively impacted by additional year-over-year LIFO charges of 0.3% of sales, or $14.6 million, and a sales mix shift between our business segments of 0.1% of sales. The negative impact of the sales mix shift was due to a higher percentage of 2008 sales occurring in the military segment, which has a lower gross profit margin than the retail or food distribution segments. However, our gross profit margin increased 0.3% of sales in fiscal 2008 relative to fiscal 2007 as a result of gains achieved from initiatives that focused on better management of inventories and vendor relationships.

Consolidated gross profit increased 0.3% of sales in fiscal 2007 relative to fiscal 2006 as a result of initiatives that focused on better management of inventories and vendor relationships. However, our overall gross profit margin was negatively affected by 0.2% of fiscal 2007 sales due to a sales mix shift between our business segments. This was due to a higher percentage of fiscal 2007 sales occurring in the military segment and a lower percentage in the retail and food distribution segments which traditionally have had a higher gross profit margin.

Inventory markdown and wind down costs related to retail store closings and retail markdown adjustments are included in cost of sales and were $0.4 million, $3.1 million and $2.3 million in fiscal 2008, 2007 and 2006, respectively.

Selling, General and Administrative Expense

The following table outlines consolidated selling, general and administrative expenses (SG&A) and the significant factors affecting consolidated SG&A:

		2008						2007						2006
					% of						% of					% of
	Segment	$			Sales			$			Sales			$		Sales
		(In millions except percentages)
SG&A			288.3			6.1	%		280.8			6.2	%		319.7		6.9	%
Significant factors affecting SG&A:
Retail store impairments and lease reserves	Corporate overhead		0.9			0.0	%		2.6			0.1	%		8.4		0.2	%
Charges related to food distribution customers	Corporate overhead		(3.3	)		(0.1	)%		(0.1	)		0.0	%		12.5		0.3	%
Gain on sale of assets	Retail		(0.6	)		0.0	%		(0.7	)		0.0	%		—		0.0	%
Acquisition costs	Corporate overhead		0.5			0.0	%		—			0.0	%		—		0.0	%
Severance costs	Corporate overhead		—			0.0	%		—			0.0	%		4.2		0.1	%
Tradename impairment	Corporate overhead		—			0.0	%		—			0.0	%		2.0		0.0	%
Vacation standardization	All segments		—			0.0	%		—			0.0	%		2.0		0.0	%
Total significant factors affecting SG&A			(2.5	)		(0.1	)%		1.8			0.0	%		29.1		0.6	%

Consolidated SG&A for fiscal 2008 was 6.1% of sales as compared to 6.2% of sales in fiscal 2007 and 6.9% of sales in fiscal 2006. A portion of the change in SG&A as a percentage of sales in the 2006-2008 period is because our retail segment, which has higher SG&A than our food distribution and military segments (as a percentage of sales), represented a smaller percentage of our total sales in each of these periods. The decrease in SG&A attributable to this shift in revenues was approximately 0.1% of sales in 2008 and 0.2% of sales in 2007.

Gain on Sale of Real Estate

The gain on sale of real estate for fiscal 2007 was $1.9 million and $1.1 million for fiscal 2006. The gain on sale of real estate was primarily related to the sale of unoccupied properties.

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Goodwill Impairment

Annually, we perform an impairment test of goodwill during the fourth quarter based on conditions as of the end of our third fiscal quarter in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” No impairment was indicated or recorded in fiscal 2008 or 2007. In fiscal 2006, the test, using an undiscounted operating cash flow assumption, indicated an impairment of our retail segment goodwill. The resulting analysis of the discounted cash flows of the retail segment indicated an impairment necessitating a charge of $26.4 million to retail goodwill.

Depreciation and Amortization Expense

Depreciation and amortization expense for fiscal 2008 and 2007 was $38.4 million and $38.9 million, respectively. Depreciation and amortization expense for fiscal 2007 decreased by $2.6 million, or 6.2%, as compared to fiscal 2006. The decrease was primarily due to reduced capital lease amortization and reduced depreciation on fixtures and equipment.

Interest Expense

Interest expense decreased $2.1 million to $21.5 million in fiscal 2008 as compared to $23.6 million in fiscal 2007. Fiscal 2008 interest expense includes the write-off of deferred financing costs of $1.0 million associated with the refinancing of our senior secured bank credit facility. Average borrowing levels decreased by $6.4 million from $348.0 million during fiscal 2007 to $341.6 million during fiscal 2008. The effective interest rate was 5.4% for fiscal 2008 as compared to 6.2% for fiscal 2007. However, excluding the impact of the write-off of deferred financing costs, the effective interest rate was 5.1% for fiscal 2008.

Interest expense decreased $3.0 million to $23.6 million in fiscal 2007 as compared to $26.6 million in fiscal 2006. The decrease was primarily due to a reduction in average borrowing levels of $56.2 million. Average borrowing levels decreased from $404.2 million in fiscal 2006 to $348.0 million in fiscal 2007. Fiscal 2006 interest included a payment of $0.5 million to amend covenants on our senior secured credit facility.

Income Tax Expense

The effective tax rate for income from continuing operations was 38.4%, 32.6% and 33.4% for fiscal 2008, 2007 and 2006, respectively. Income tax expense from continuing operations differed from amounts computed by applying the federal income tax rate to pre-tax income as a result of the following:

	2008			2007			2006
Federal statutory tax rate		35.0	%		35.0	%		(35.0	)%
State taxes, net of federal income tax benefit		4.0	%		3.9	%		2.5	%
Non-deductible goodwill		0.0	%		0.0	%		54.8	%
Change in tax contingencies		1.0	%		(4.7	)%		9.7	%
Other net		(1.6	)%		(1.6	)%		1.4	%
Effective tax rate		38.4	%		32.6	%		33.4	%

The effective tax rate for fiscal 2008 was impacted by the reversal of previously unrecognized tax benefits of $2.6 million, primarily due to the filing of reports with various taxing authorities which resulted in the settlement of uncertain tax positions, a refund on a claim made with the Internal Revenue Service of $1.2 million and an increase in reserves of $2.7 million. The effective tax rate for fiscal 2007 was also impacted by the reversal of previously unrecognized tax benefits of $12.6 million, primarily due to statute of limitation expirations, audit resolutions, and the filing of reports with various taxing authorities which resulted in the settlement of uncertain tax positions. During fiscal year 2006 we increased tax reserves by $1.7 million.

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Discontinued Operations

There were no earnings from discontinued operations in fiscal 2008 or fiscal 2007. Earnings from discontinued operations of $0.3 million in fiscal 2006 was a result of the resolution of a contingency associated with the sale of our Nash De-Camp produce growing and marketing subsidiary in fiscal 1999.

Net Earnings

Net earnings for fiscal 2008 were $36.2 million, or $2.75 per diluted share, compared to net earnings of $38.8 million, or $2.84 per diluted share, for fiscal 2007, and a net loss of $23.0 million, or $1.72 per diluted share, for fiscal 2006. Net earnings in each of the three years were affected by a number of events included in the discussion above that affected the comparability of results.

Liquidity and Capital Resources

Historically, we have financed our capital needs through a combination of internal and external sources. We expect that cash flow from operations will be sufficient to meet our working capital needs and enable us to reduce our debt, with temporary draws on our revolving credit line needed during the year to build inventories for certain holidays. Longer term, we believe that cash flows from operations, short-term bank borrowings, various types of long-term debt and lease and equity financing will be adequate to meet our working capital needs, planned capital expenditures and debt service obligations.

The following table summarizes our cash flow activity for fiscal 2008, 2007 and 2006 and should be read in conjunction with the Consolidated Statements of Cash Flows:

	2008			2007			2006
	(In thousands)
Net cash provided by operating activities	$	111,999		$	83,616		$	90,135
Net cash used in investing activities		(60,414	)		(18,487	)		(24,509	)
Net cash used in financing activities		(51,623	)		(65,225	)		(65,925	)
Net change in cash and cash equivalents	$	(38	)	$	(96	)	$	(299	)

Operating cash flows were $112.0 million for fiscal 2008, an increase of $28.4 million from $83.6 million in fiscal 2007. The primary reasons for the fiscal 2008 increase in operating cash flows were due to year-over-year decreases in accounts and notes receivable of $28.7 million due to increased collections and a year-over-year increase in income taxes payable of $22.3 million. However, operating cash flows for fiscal 2008 were negatively impacted by a year-over-year increase in our investment in inventories due to inflationary increases of $21.5 million.

Operating cash flows were $83.6 million for fiscal 2007, a decrease of $6.5 million from $90.1 million in fiscal 2006. The primary reason for the decrease in operating cash flows for fiscal 2007 as compared to fiscal 2006 was due to increases in accounts and notes receivable and an increased investment in inventories of $11.2 million and $10.0 million, respectively.

Cash used for investing activities was $60.4 million in fiscal 2008 and $18.5 million in fiscal 2007. The increase in cash used for investing activities was due to year-over- year increases in additions to property, plant and equipment and loans to customers of $10.6 million and $20.2 million, respectively, and the acquisition of a business, net of cash, for $6.6 million. Cash used for investing activities was $18.5 million in fiscal 2007 and $24.5 million in fiscal 2006. Cash was primarily used for additions of property, plant and equipment during fiscal 2007 and 2006.

Cash used by financing activities was $51.6 million for fiscal 2008 as $32.0 million was used to pay down revolving and other long-term debt, $14.3 million was used to repurchase shares of our common stock and $9.2 million was used to pay dividends on our common stock. Cash used by financing activities was $65.2 million for fiscal 2007 as $35.6 million was used to pay down revolving and other long-term debt, $15.0 million was used to repurchase shares of our common stock and $9.7 million was used to pay dividends

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on our common stock. Cash used by financing activities was $65.9 million for fiscal 2006 as $57.7 million was used to pay down the revolving debt and other long-term debt and $9.6 million was used to pay dividends on our common stock.

Share Repurchase

On November 13, 2007, we announced that our Board of Directors had authorized a share repurchase program to purchase up to 1,000,000 shares of the Company’s common stock. The program took effect on November 19, 2007 and concluded on January 3, 2009. During 2008 we repurchased 429,082 shares at an average price per share of $33.44. Since the program took effect, we repurchased a total of 842,038 shares at an average price per share of $34.83. The average prices per share referenced above include commissions.

Contractual Obligations and Commercial Commitments

The following table summarizes our significant contractual cash obligations as of January 3, 2009, and the expected timing of cash payments related to such obligations in future periods:

	Amount Committed by Period
	Total
	Amount		Fiscal		Fiscal		Fiscal
Contractual Cash Obligations:	Committed		2009		2010-2011		2012-2013		Thereafter
	(In thousands)
Long-Term Debt (1)	$	247,036	$	595	$	1,298	$	95,016	$	150,127
Interest on Long-Term Debt (2)		211,004		9,687		19,028		14,571		167,718
Capital Lease Obligations (3)(4)		47,230		6,348		11,079		8,800		21,003
Operating Leases (3)		97,207		21,514		32,118		20,313		23,262
Benefit Obligations (5)		28,980		3,283		5,926		5,550		14,221
Purchase Obligations (6)		14,955		4,006		5,101		1,991		3,857
Total (7)	$	646,412	$	45,433	$	74,550	$	146,241	$	380,188

(1)	Refer to Part II, Item 8 in this report under Note (6) — “Long-term Debt and Bank Credit Facilities” in the Notes to Consolidated Financial Statements for additional information regarding long-term debt.
(2)	The interest on long-term debt for periods subsequent to fiscal 2013 reflects our Senior Subordinated Convertible Debt accreted interest for fiscal 2014 through 2035, should the convertible debt remain outstanding until maturity. Interest payments assume debt is held to maturity. For variable rate debt the current interest rates applicable as of January 3, 2009, were assumed for the remainder of the term.
(3)	Lease obligations primarily relate to store locations for our retail segment, as well as store locations subleased to independent food distribution customers. A discussion of lease commitments can be found in Part II, Item 8 in this report under Note (11) — “Leases” in the Notes to Consolidated Financial Statements and under the caption “Lease Commitments” in the Critical Accounting Policies section below.
(4)	Includes amounts classified as imputed interest.
(5)	Our benefit obligations include obligations related to third-party sponsored defined benefit pension and post-retirement benefit plans. For a further discussion see Part II, Item 8 in this report under Note (16) — “Pension and Other Post-retirement Benefits” in the Notes to Consolidated Financial Statements.
(6)	The amount of purchase obligations shown in the table represents the amount of product we are contractually obligated to purchase. The majority of our purchase obligations involve purchase orders made in the ordinary course of business, which are not included in the table above. Our purchase orders are based on our current needs and are fulfilled by our vendors within very short time horizons. The purchase obligations shown in this table also exclude agreements that are cancelable by us without significant penalty, which include contracts for routine outsourced services.
(7)	Payments for reserved tax contingencies are not included as the timing of specific tax payments is not determinable.

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We have also made certain commercial commitments that extend beyond 2008. These commitments include standby letters of credit and guarantees of certain food distribution customer debt and lease obligations. The following summarizes these commitments as of January 3, 2009:

	Total		Commitment Expiration per Period
Other Commercial	Amounts		Less than						Over 5
Commitments	Committed		1 Year		1-3 Years		4-5 Years		Years
	(In thousands)
Standby Letters of Credit(1)	$	15,514	$	6,075	$	9,439	$	—	$	—
Guarantees(2)		30,999		5,046		7,925		4,965		13,063
Total Other Commercial Commitments	$	46,513	$	11,121	$	17,364	$	4,965	$	13,063

(1)	Letters of credit relate primarily to supporting workers’ compensation obligations.
(2)	Refer to Part II, Item 8 of this report under Note (12) — “Concentration of Credit Risk” in the Notes to Consolidated Financial Statements and under the caption “Guarantees of Debt and Lease Obligations of Others” in the Critical Accounting Policies section below for additional information regarding debt guarantees, lease guarantees and assigned leases.

Asset-backed Credit Agreement

On April 11, 2008, we entered into our credit agreement which is an asset-backed loan consisting of a $300.0 million revolving credit facility, which includes a $50.0 million letter of credit sub-facility (the “Revolving Credit Facility”). Provided no default is then existing or would arise, we may from time-to-time, request that the Revolving Credit Facility be increased by an aggregate amount (for all such requests) not to exceed $150.0 million.

The Revolving Credit Facility has a 5-year term and will be due and payable in full on April 11, 2013. We can elect, at the time of borrowing, for loans to bear interest at a rate equal to the base rate or LIBOR plus a margin. The LIBOR interest rate margin currently is 2.00% and can vary quarterly in 0.25% increments between three pricing levels ranging from 1.75% to 2.25% based on the excess availability, which is defined in the credit agreement as (a) the lesser of (i) the borrowing base; or (ii) the aggregate commitments; minus (b) the aggregate of the outstanding credit extensions.

The credit agreement contains no financial covenants unless and until (i) the continuance of an event of default under the credit agreement, or (ii) the failure of us to maintain excess availability (A) greater than 10% of the borrowing base for more than two (2) consecutive business days or (B) greater than 7.5% of the borrowing base at any time, in which event, we must comply with a trailing 12-month basis consolidated fixed charge covenant ratio of 1.0:1.0, which ratio shall continue to be tested each month thereafter until excess availability exceeds 10% of the borrowing base for ninety (90) consecutive days.

The credit agreement contains standard covenants requiring us, among other things, to maintain collateral, comply with applicable laws, keep proper books and records, preserve the corporate existence, maintain insurance, and pay taxes in a timely manner. Events of default under the credit agreement are usual and customary for transactions of this type including, among other things: (a) any failure to pay principal thereunder when due or to pay interest or fees on the due date; (b) material misrepresentations; (c) default under other agreements governing material indebtedness of the Company; (d) default in the performance or observation of any covenants; (e) any event of insolvency or bankruptcy; (f) any final judgments or orders to pay more than $15.0 million that remain unsecured or unpaid; (g) change of control, as defined in the credit agreement; and (h) any failure of a collateral document, after delivery thereof, to create a valid mortgage or first-priority lien.

At January 3, 2009, $190.9 million was available under the Revolving Credit Facility after giving effect to outstanding borrowings and to $15.5 million of outstanding letters of credit primarily supporting workers’

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compensation obligations. We are currently in compliance with all covenants contained within the credit agreement.

Our Revolving Credit Facility represents one of our primary sources of liquidity, both short-term and long-term, and the continued availability of credit under that agreement is of material importance to our ability to fund our capital and working capital needs.

Senior Subordinated Convertible Debt

On March 15, 2005, we completed a private placement of $150.1 million in aggregate issue price (or $322.0 million aggregate principal amount at maturity) of senior subordinated convertible notes due 2035. The funds were used to finance a portion of the acquisition of the Lima and Westville divisions from Roundy’s. The notes are unsecured senior subordinated obligations and rank junior to our existing and future senior indebtedness, including borrowings under our senior secured credit facility.

Cash interest at the rate of 3.50% per year is payable semi-annually on the issue price of the notes until March 15, 2013. After that date, cash interest will not be payable, unless contingent cash interest becomes payable, and original issue discount for non-tax purposes will accrue on the notes at a daily rate of 3.50% per year until the maturity date of the notes. On the maturity date of the notes, a holder will receive $1,000 per note. Contingent cash interest will be paid on the notes during any six-month period, commencing March 16, 2013, if the average market price of a note for a ten trading day measurement period preceding the applicable six-month period equals 130% or more of the accreted principal amount of the note, plus accrued cash interest, if any. The contingent cash interest payable with respect to any six-month period will equal an annual rate of 0.25% of the average market price of the note for the ten trading day measurement period described above.

The notes will be convertible at the option of the holder, only upon the occurrence of certain events, at an adjusted conversion rate of 9.4164 shares (initially 9.312 shares) of our common stock per $1,000 principal amount at maturity of notes (equal to an adjusted conversion price of approximately $49.50 per share). Upon conversion, we will pay the holder the conversion value in cash up to the accreted principal amount of the note and the excess conversion value, if any, in cash, stock or a combination of both, at our option.

We may redeem all or a portion of the notes for cash at any time on or after the eighth anniversary of the issuance of the notes. Holders may require us to purchase for cash all or a portion of their notes on the 8th, 10th, 15th, 20th and 25th anniversaries of the issuance of the notes. In addition, upon specified change in control events, each holder will have the option, subject to certain limitations, to require us to purchase for cash all or any portion of such holder’s notes.

In connection with the closing of the sale of the notes, we entered into a registration rights agreement with the initial purchasers of the notes. In accordance with that agreement, we filed with the Securities and Exchange Commission on July 13, 2005, a shelf registration statement covering the resale by security holders of the notes and the common stock issuable upon conversion of the notes. The shelf registration statement was declared effective by the Securities and Exchange Commission on October 5, 2005. Our contractual obligation, however, to maintain the effectiveness of the shelf registration statement has expired. As a result, we removed from registration, by means of a post-effective amendment filed on July 24, 2007, all notes and common stock that remained unsold at such time.

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Debt Obligations

For debt obligations, the following table presents principal cash flows, related weighted average interest rates by expected maturity dates and fair value as of January 3, 2009:

	Fixed Rate							Variable Rate
	Fair Value		Amount		Rate			Fair Value		Amount		Rate
	(In thousands)
2009			$	595		6.0	%			$	—		—
2010				628		6.0	%				—		—
2011				670		6.2	%				—		—
2012				704		6.2	%				—		—
2013				712		6.1	%				93,600		4.5	%
Thereafter				150,127		3.5	%				—		—
	$	152,645	$	153,436				$	93,600	$	93,600

Consolidated EBITDA (Non-GAAP Measurement)

The following is a reconciliation of EBITDA and Consolidated EBITDA to net income for fiscal 2008, 2007 and 2006 (amounts in thousands):

	2008			2007			2006
Net income (loss)	$	36,160			38,780			(22,999	)
Income tax expense		22,574			18,742			5,835
Interest expense		21,523			23,581			26,644
Depreciation and amortization		38,429			38,882			41,451
EBITDA		118,686			119,985			50,931
LIFO charge		19,740			5,091			2,630
Lease reserves		(1,832	)		551			9,359
Goodwill impairment		—			—			26,419
Asset impairments		2,555			1,868			11,443
Gains on sale of real estate		—			(1,867	)		(1,130	)
Share-based compensation		8,792			7,786			1,166
Special charges		—			(1,282	)		6,253
Subsequent cash payments on non-cash charges		(4,218	)		(3,292	)		(4,012	)
Earnings from discontinued operations, net of tax		—			—			(160	)
Cumulative effect of change in accounting principal, net of tax		—			—			(169	)
Total Consolidated EBITDA	$	143,723			128,840			102,730

EBITDA and Consolidated EBITDA are measures used by management to measure operating performance. EBITDA is defined as net income before interest, taxes, depreciation, and amortization. Consolidated EBITDA excludes certain non-cash charges and other items that management does not utilize in assessing operating performance and is a metric used to determine payout of performance units pursuant to our Short-Term and Long-Term Incentive Plans. The above table reconciles net income to EBITDA and Consolidated EBITDA. Not all companies utilize identical calculations; therefore, the presentation of EBITDA and Consolidated EBITDA may not be comparable to other identically titled measures of other companies. Neither EBITDA or Consolidated EBITDA are recognized terms under GAAP and do not purport to be an alternative to net income as an indicator of operating performance or any other GAAP measure. In addition, EBITDA and Consolidated EBITDA are not intended to be measures of free cash flow for management’s discretionary use

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since they do not consider certain cash requirements, such as interest payments, tax payments and capital expenditures.

Derivative Instruments

We have market risk exposure to changing interest rates primarily as a result of our borrowing activities and commodity price risk associated with anticipated purchases of diesel fuel. Our objective in managing our exposure to changes in interest rates and commodity prices is to reduce fluctuations in earnings and cash flows. From time-to-time we use derivative instruments, primarily interest rate and commodity swap agreements, to manage risk exposures when appropriate, based on market conditions. We do not enter into derivative agreements for trading or other speculative purposes, nor are we a party to any leveraged derivative instrument.

The interest rate swap agreements are designated as cash flow hedges and are reflected at fair value in our Consolidated Balance Sheet and the related gains or losses on these contracts are deferred in stockholders’ equity as a component of other comprehensive income. Deferred gains and losses are amortized as an adjustment to expense over the same period in which the related items being hedged are recognized in income. However, to the extent that any of these contracts are not considered to be effective in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” (SFAS 133) in offsetting the change in the value of the items being hedged, any changes in fair value relating to the ineffective portion of these contracts are immediately recognized in income.

As of January 3, 2009, we had two outstanding interest rate swap agreements with notional amounts totaling $52.5 million. The notional amounts of the two outstanding swaps are reduced annually over their three year terms as follows (amounts in thousands):

Notional	Effective Date		Termination Date		Fixed Rate
$30,000		10/15/2008		10/15/2009		3.49	%
20,000		10/15/2009		10/15/2010		3.49	%
10,000		10/15/2010		10/15/2011		3.49	%

Notional	Effective Date		Termination Date		Fixed Rate
$22,500		10/15/2008		10/15/2009		3.38	%
15,000		10/15/2009		10/15/2010		3.38	%
7,500		10/15/2010		10/15/2011		3.38	%

At December 29, 2007, there were no outstanding interest rate swap agreements.

From time-to-time we use commodity swap agreements to reduce price risk associated with anticipated purchases of diesel fuel. The agreements call for an exchange of payments with us making payments based on fixed price per gallon and receiving payments based on floating prices, without an exchange of the underlying commodity amount upon which the payments are made. Resulting gains and losses on the fair market value of the commodity swap agreement are immediately recognized as income or expense.

As of January 3, 2009, there were no commodity swap agreements in existence. Our only commodity swap agreement in place during 2008 expired during the first quarter and was settled for fair market value. Pre-tax gains of $0.4 million were recorded as a reduction to cost of sales during fiscal 2007.

In addition to the previously discussed interest rate and commodity swap agreements, from time-to-time we enter into fixed price fuel supply agreements to support our food distribution segment. Effective January 1, 2009, we entered into an agreement which requires us to purchase a total of 252,000 gallons of diesel fuel per month at prices ranging from $1.90 to $1.98 per gallon. The term of the agreement is for one year. During fiscal 2007 and 2008 we had a fixed price fuel supply agreement which required us to purchase a total of 168,000 gallons of diesel fuel per month at prices ranging from $2.28 to $2.49 per gallon. The term of the agreement began on February 1, 2007, and expired on December 31, 2007. These fixed price fuel agreements

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qualified for the “normal purchase” exception under SFAS 133, therefore the fuel purchases under these contracts are expensed as incurred as an increase to cost of sales.

Off-Balance Sheet Arrangements

As of the date of this report, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, often referred to as structured finance or special purpose entities, which are generally established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of our Board of Directors and with our independent auditors.

An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our financial statements. We consider the following accounting policies to be critical and could result in materially different amounts being reported under different conditions or using different assumptions:

Customer Exposure and Credit Risk

Allowance for Doubtful Accounts — Methodology.  We evaluate the collectibility of our accounts and notes receivable based on a combination of factors. In most circumstances when we become aware of factors that may indicate a deterioration in a specific customer’s ability to meet its financial obligations to us (e.g., reductions of product purchases, deteriorating store conditions, changes in payment patterns), we record a specific reserve for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. In determining the adequacy of the reserves, we analyze factors such as the value of any collateral, customer financial statements, historical collection experience, aging of receivables and other economic and industry factors. It is possible that the accuracy of the estimation process could be materially affected by different judgments as to the collectibility based on information considered and further deterioration of accounts. If circumstances change (i.e., further evidence of material adverse creditworthiness, additional accounts become credit risks, store closures), our estimates of the recoverability of amounts due us could be reduced by a material amount, including to zero.

Lease Commitments.  We have historically leased store sites for sublease to qualified independent retailers at rates that are at least as high as the rent paid by us. Under terms of the original lease agreements, we remain primarily liable for any commitments an independent retailer may no longer be financially able to satisfy. We also lease store sites for our retail segment. Should a retailer be unable to perform under a sublease or should we close underperforming corporate stores, we record a charge to earnings for costs of the remaining term of the lease, less any anticipated sublease income. Calculating the estimated losses requires that significant estimates and judgments be made by management. Our reserves for such properties can be materially affected by factors such as the extent of interested sub-lessees and their creditworthiness, our ability to negotiate early termination agreements with lessors, general economic conditions and the demand for commercial property. Should the number of defaults by sub-lessees or corporate store closures materially increase; the remaining lease commitments we must record could have a material adverse effect on operating

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results and cash flows. Refer to Part II, Item 8 of this report under Note (11) — “Leases” in the Notes to Consolidated Financial Statements for a discussion of Lease Commitments.

Guarantees of Debt and Lease Obligations of Others.  We have guaranteed the debt and lease obligations of certain food distribution customers. In the event these retailers are unable to meet their debt service payments or otherwise experience an event of default, we would be unconditionally liable for the outstanding balance of their debt and lease obligations ($15.1 million as of January 3, 2009), which would be due in accordance with the underlying agreements.

During fiscal 2008 and 2007, we entered into loan and lease guarantees on behalf of certain food distribution customers that are accounted for under Financial Accounting Standards Board (FASB) Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). FIN 45 provides that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value of the obligation it assumes under that guarantee. The maximum undiscounted payments we would be required to make in the event of default under the guarantees is $11.5 million, which is included in the $15.1 million total referenced above. These guarantees are secured by certain business assets and personal guarantees of the respective customers. We believe these customers will be able to perform under the lease agreements and that no payments will be required and no loss will be incurred under the guarantees. As required by FIN 45, a liability representing the fair value of the obligations assumed under the guarantees of $1.3 million is included in the accompanying consolidated financial statements for the guarantees entered into during fiscal 2008 and 2007.

We have also assigned various leases to certain food distribution customers and other third parties. If the assignees were to become unable to continue making payments under the assigned leases, we estimate our maximum potential obligation with respect to the assigned leases, net of reserves, to be approximately $10.1 million as of January 3, 2009. In circumstances when we become aware of factors that indicate deterioration in a customer’s ability to meet its financial obligations guaranteed or assigned by us, we record a specific reserve in the amount we reasonably believe we will be obligated to pay on the customer’s behalf, net of any anticipated recoveries from the customer. In determining the adequacy of these reserves, we analyze factors such as those described above in “Allowance for Doubtful Accounts — Methodology” and “Lease Commitments.” It is possible that the accuracy of the estimation process could be materially affected by different judgments as to the obligations based on information considered and further deterioration of accounts, with the potential for a corresponding adverse effect on operating results and cash flows. Triggering these guarantees or obligations under assigned leases would not, however, result in cross default of our debt, but could restrict resources available for general business initiatives. Refer to Part II, Item 8 of this report under Note (12) — “Concentration of Credit Risk” in the Notes to Consolidated Financial Statements for more information regarding customer exposure and credit risk.

Impairment of Long-Lived Assets

Property, plant and equipment are tested for impairment in accordance with SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” whenever events or changes in circumstances indicate that the carrying amounts of such long-lived assets may not be recoverable from future net pretax cash flows. Impairment testing requires significant management judgment including estimating future sales and costs, alternative uses for the assets and estimated proceeds from disposal of the assets. Estimates of future results are often influenced by assessments of changes in competition, merchandising strategies, human resources and general market conditions, which may result in not recognizing an impairment loss. Impairment testing is conducted at the lowest level where cash flows can be measured and are independent of cash flows of other assets. An asset impairment would be indicated if the sum of the expected future net pretax cash flows from the use of the asset (undiscounted and without interest charges) is less than the carrying amount of the asset. An impairment loss would be measured based on the difference between the fair value of the asset and its carrying amount. We generally determine fair value by discounting expected future cash flows at the rate we utilize to evaluate potential investments.

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The estimates and assumptions used in the impairment analysis are consistent with the business plans and estimates we use to manage our business operations and to make acquisition and divestiture decisions. The use of different assumptions would increase or decrease the impairment charge. Actual outcomes may differ from the estimates. It is possible that the accuracy of the estimation of future results could be materially affected by different judgments as to competition, strategies and market conditions, with the potential for a corresponding adverse effect on financial condition and operating results.

Goodwill

We maintain three reporting units for purposes of our Goodwill impairment testing, which are the same as our reporting segments disclosed in Part II, Item 8 of this report under Note (17) — “Segment Reporting”. Goodwill for each of our reporting units is tested for impairment in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” annually and/or when factors indicating impairment are present. Fair value is determined primarily based on valuation studies performed by us, which utilize a discounted cash flow methodology, where the discount rate reflects the weighted average cost of capital. Valuation analysis requires significant judgments and estimates to be made by management. Our estimates could be materially impacted by factors such as competitive forces, customer behaviors, changes in growth trends and specific industry conditions, with the potential for a corresponding adverse effect on financial condition and operating results potentially resulting in impairment of the goodwill. We have either met or exceeded assumptions used in prior year’s goodwill impairment models. None of the reporting units are more susceptible to economic conditions than others. The cash flow model used to determine fair value is most sensitive to the discount rate and the EBITDA margin rate applicable for each reporting segment as a percent of sales assumptions in the model. For example, we performed a sensitivity analysis on both of these factors and determined that the discount rate used could increase by a factor of 25.0% or EBITDA margin rate used could decrease by 1.0% from the EBITDA margin rate utilized and the goodwill of our reporting segments would not be impaired.

Income Taxes

When preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. The process involves estimating our actual current tax obligations based on expected income, statutory tax rates and tax planning opportunities in the various jurisdictions in which we operate. In the event there is a significant unusual or one-time item recognized in our results of operations, the tax attributable to that item would be separately calculated and recorded in the period the unusual or one-time item occurred.

We utilize the liability method of accounting for income taxes as set forth in Statement of Financial Accounting Standards 109, “Accounting for Income Taxes” (SFAS 109). Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse or are settled. A valuation allowance is recorded when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in our tax provision in the period of change.

We establish reserves when, despite our belief that the tax return positions are fully supportable, certain positions could be challenged and we may ultimately not prevail in defending our positions. These reserves are adjusted in light of changing facts and circumstances, such as the closing of a tax audit or the expiration of statutes of limitations. The effective tax rate includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as, related penalties and interest. These reserves relate to various tax years subject to audit by taxing authorities.

The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” (FIN 48) on December 31, 2006. FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements in accordance with SFAS 109. Income tax positions must meet a more-likely-than-not recognition

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threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. We recognize potential accrued interest and penalties related to the unrecognized tax benefits in income tax expense. We did not recognize any adjustment in the liability for unrecognized tax benefits, as a result of FIN 48, that impacted the December 31, 2006, balance of retained earnings.

Prior to fiscal 2007 we determined our tax contingencies in accordance with Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies.” We recorded estimated tax liabilities to the extent the contingencies were probable and could be reasonably estimated.

Reserves for Self Insurance

We are primarily self-insured for workers’ compensation, general and automobile liability and health insurance costs. It is our policy to record our self-insurance liabilities based on claims filed and an estimate of claims incurred but not yet reported. Worker’s compensation, general and automobile liabilities are actuarially determined on a discounted basis. We have purchased stop-loss coverage to limit our exposure to any significant exposure on a per claim basis. On a per claim basis, our exposure for workers compensation, auto liability and general liability is $0.5 million and for health insurance our exposure is $0.4 million. Any projection of losses concerning workers’ compensation, general and automobile and health insurance liability is subject to a considerable degree of variability. Among the causes of this variability are unpredictable external factors affecting future inflation rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. Although our estimates of liabilities incurred do not anticipate significant changes in historical trends for these variables, such changes could have a material impact on future claim costs and currently recorded liabilities. A 100 basis point change in discount rates would increase our liability by approximately $0.2 million.

Vendor Allowances and Credits

As is common in our industry, we use a third party service to undertake accounts payable audits on an ongoing basis. These audits examine vendor allowances offered to us during a given year as well as cash discounts, freight allowances and duplicate payments and establish a basis for us to recover overpayments made to vendors. We reduce future payments to vendors based on the results of these audits, at which time we also establish reserves for commissions payable to the third party service provider as well as for amounts that may not be collected. We also establish reserves for future repayments to vendors for disputed payment deductions related to accounts payable audits, promotional allowances and other items. Although our estimates of reserves do not anticipate changes in our historical payback rates, such changes could have a material impact on our currently recorded reserves.

Share-based Compensation

On January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment — Revised 2004,” (SFAS 123R) using the modified prospective transition method. Beginning in 2006, our results of operations reflect compensation expense for newly issued stock options and other forms of share-based compensation granted under our stock incentive plans, for the unvested portion of previously issued stock options and other forms of share-based compensation granted, and for our employee stock purchase plan. SFAS 123R requires companies to estimate the fair value of share-based payment awards on the date of grant. The Company uses the grant date closing price per share of Nash Finch common stock to estimate the fair value of Restricted Stock Units (RSUs) and performance units granted pursuant to its long-term incentive plan (LTIP). The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options. The Company uses a lattice model to estimate the fair value of stock appreciation rights (SARs) which contain market conditions. The value of the portion of the awards ultimately expected to vest is recognized as expense over the requisite service period which is derived from the data in the lattice valuation model. Share-based compensation is based on awards ultimately expected to vest, and is reduced for estimated forfeitures. SFAS 123R requires forfeitures be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ materially from those estimates. Significant judgment is required in selecting the assumptions used for estimating fair value of share-based compensation

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as well estimating forfeiture rates. Further, any awards with performance conditions that can affect vesting also add additional judgment in determining the amount expected to vest. There can be significant volatility in many of our assumptions and therefore our estimates of fair value, forfeitures, etc. are sensitive to changes in these assumptions.

New Accounting Standards

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about instruments recorded at fair value. SFAS 157 does not require any new fair value measurements, but applies under other accounting pronouncements that require or permit fair value measurements. The effective date of SFAS 157 for non-financial assets and liabilities that are not recognized or disclosed on a recurring basis has been delayed to fiscal years beginning after November 15, 2008. Effective January 1, 2008, we adopted the provisions of SFAS 157 related to financial assets and liabilities recognized or disclosed on a recurring basis.

In May 2008, the FASB issued FASB Staff Position (FSP) APB 14-1, “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants” (FSP APB 14-1), which will impact the accounting associated with our existing $150.1 million senior convertible notes. When adopted FSP APB 14-1 will require us to recognize non-cash interest expense based on the market rate for similar debt instruments without the conversion feature. Furthermore, it will require recognizing interest expense in prior periods pursuant to retrospective accounting treatment. It is expected that the cumulative effect upon adoption would be to record approximately $16.8 million in pretax non-cash interest expense for prior periods and $4.0 million to $6.0 million in additional pretax non-cash interest expense annually. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R, “Business Combinations” (SFAS 141R). This standard establishes principles and requirements for the reporting entity in a business combination, including recognition and measurement in the financial statements of the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. This statement also establishes disclosure requirements to enable financial statement users to evaluate the nature and financial effects of the business combination. SFAS 141R is effective for fiscal years beginning on or after December 15, 2008. The impact of adopting SFAS 141R will be dependent on the future business combinations that the Company may pursue after its effective date.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (SFAS 160). This statement establishes accounting and reporting standards for noncontrolling interests in consolidated financial statements. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. Early adoption is prohibited. Based on the Company’s current operations, it does not expect that the adoption of SFAS 160 will have a material impact on its financial position or results of operations.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure in the financial markets consists of changes in interest rates relative to our investment in notes receivable, the balance of our debt obligations outstanding and derivatives employed from time to time to manage our exposure to changes in interest rates and diesel fuel prices. We do not use financial instruments or derivatives for any trading or other speculative purposes.

We carry notes receivable because, in the normal course of business, we make long-term loans to certain retail customers. Substantially all notes receivable are based on floating interest rates which adjust to changes in market rates. As a result, the carrying value of notes receivable approximates market value. Refer to Part II, Item 8 of this report under Note (5) — “Accounts and Notes Receivable” in the Notes to Consolidated Financial Statements for more information.

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The table below provides information about our debt obligations that are sensitive to changes in interest rates. For debt obligations, the table presents principal cash flows and related weighted average interest rates by expected maturity dates.

	January 3,
	2009
	Fair
	Value		Total			2009			2010			2011			2012			2013			Thereafter
	(In millions, except rates)
Debt with variable interest rate:
Principal payable	$	93.6	$	93.6		$	—		$	—		$	—		$	—		$	93.6		$	—
Average variable rate payable				4.5	%														4.5	%
Debt with fixed interest rates:
Principal payable	$	152.6	$	153.4		$	0.6		$	0.6		$	0.7		$	0.7		$	0.7		$	150.1
Average fixed rate payable				3.6	%		6.0	%		6.0	%		6.2	%		6.2	%		6.1	%		3.5	%

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ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Nash-Finch Company

We have audited the accompanying consolidated balance sheets of Nash-Finch Company and subsidiaries as of January 3, 2009, and December 29, 2007, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended January 3, 2009. Our audits also included the financial statement schedule referenced in Part IV, Item 15(2) of this report. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Nash-Finch Company and subsidiaries at January 3, 2009 and December 29, 2007, and the consolidated results of their operations and their cash flows for each of the three years in the period ended January 3, 2009, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Nash-Finch Company’s internal control over financial reporting as of January 3, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2009 expressed an unqualified opinion thereon.

/s/  Ernst & Young LLP

Minneapolis, Minnesota

March 11, 2009

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NASH FINCH COMPANY AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands, except per share amounts)

Fiscal Years Ended January 3, 2009,
December 29, 2007 and December 30, 2006	2008		2007			2006
Sales	$	4,703,660	$	4,532,635		$	4,631,629
Cost of sales		4,296,711		4,134,981			4,229,807
Gross profit		406,949		397,654			401,822
Other costs and expenses:
Selling, general and administrative		288,263		280,818			319,678
Gains on sales of real estate		—		(1,867	)		(1,130	)
Special charges		—		(1,282	)		6,253
Goodwill impairment		—		—			26,419
Depreciation and amortization		38,429		38,882			41,451
Interest expense		21,523		23,581			26,644
Total other costs and expenses		348,215		340,132			419,315
Earnings (loss) from continuing operations before income taxes and cumulative effect of a change in accounting principle		58,734		57,522			(17,493	)
Income tax expense		22,574		18,742			5,835
Earnings (loss) from continuing operations before cumulative effect of a change in accounting principle		36,160		38,780			(23,328	)
Earnings from discontinued operations, net of income tax expense of $102 in 2006		—		—			160
Cumulative effect of a change in accounting principle, net of income tax expense of $119 in 2006		—		—			169
Net earnings (loss)	$	36,160	$	38,780		$	(22,999	)
Basic earnings (loss) per share:
Continuing operations before cumulative effect of a change in accounting principle	$	2.81	$	2.88		$	(1.74	)
Discontinued operations, net of income tax expense		—		—			0.01
Cumulative effect of a change in accounting principle, net of income tax expense		—		—			0.01
Net earnings (loss) per share	$	2.81	$	2.88		$	(1.72	)
Diluted earnings (loss) per share:
Continuing operations before cumulative effect of a change in accounting principle	$	2.75	$	2.84		$	(1.74	)
Discontinued operations, net of income tax expense		—		—			0.01
Cumulative effect of a change in accounting principle, net of income tax expense		—		—			0.01
Net earnings (loss) per share	$	2.75	$	2.84		$	(1.72	)

See accompanying notes to consolidated financial statements.

38

NASH FINCH COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except per share amounts)

	January 3,			December 29,
	2009			2007
ASSETS
Current Assets:
Cash	$	824		$	862
Accounts and notes receivable, net		185,943			197,807
Inventories		261,491			246,762
Prepaid expenses and other		13,909			27,882
Deferred tax assets		5,784			4,621
Total current assets		467,951			477,934
Notes receivable, net		28,353			12,429
Property, plant and equipment:
Property, plant and equipment		590,894			617,241
Less accumulated depreciation and amortization		(392,807	)		(414,704	)
Net property, plant and equipment		198,087			202,537
Goodwill		218,414			215,174
Customer contracts & relationships, net		24,762			28,368
Investment in direct financing leases		3,388			4,969
Other assets		13,997			9,971
Total assets	$	954,952		$	951,382
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Outstanding checks	$	18,845		$	8,895
Current maturities of long-term debt and capitalized lease obligations		4,032			3,842
Accounts payable		201,765			200,507
Accrued expenses		73,087			69,113
Income taxes payable		—			—
Total current liabilities		297,729			282,357
Long-term debt		246,441			278,443
Capitalized lease obligations		25,252			29,885
Deferred tax liability, net		13,940			7,227
Other liabilities		35,540			37,854
Commitments and contingencies		—			—
Stockholders’ equity:
Preferred stock — no par value Authorized 500 shares; none issued		—			—
Common stock of $1.662/3 par value Authorized 50,000 shares, issued 13,665 and 13,559 shares, respectively		22,776			22,599
Additional paid-in capital		74,836			61,446
Restricted stock		—			—
Common stock held in trust		(2,243	)		(2,122	)
Deferred compensation obligations		2,243			2,122
Accumulated other comprehensive income		(10,876	)		(5,092	)
Retained earnings		278,804			252,142
Common stock in treasury, 848 and 434 shares, respectively		(29,490	)		(15,479	)
Total stockholders’ equity		336,050			315,616
Total liabilities and stockholders’ equity	$	954,952		$	951,382

See accompanying notes to consolidated financial statements.

39

NASH FINCH COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

	2008			2007			2006
Operating activities:
Net earnings (loss)	$	36,160		$	38,780		$	(22,999	)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Special charges — non cash portion		—			(1,282	)		6,253
Impairment of retail goodwill		—			—			26,419
Discontinued operations		—			—			(262	)
Depreciation and amortization		38,429			38,882			41,451
Amortization of deferred financing costs		1,850			817			823
Rebateable loans		2,992			2,200			3,926
Provision for bad debts		(1,292	)		1,234			5,600
Provision for lease reserves		(1,832	)		551			7,042
Deferred income tax expense		5,550			26,830			3,417
Gain on sale of real estate and other		(187	)		(2,371	)		(1,881	)
LIFO charge		19,740			5,092			2,630
Asset impairments		2,555			1,869			11,443
Share-based compensation		8,792			7,786			1,166
Cumulative effect of a change in accounting principle		—			—			(288	)
Deferred compensation		244			734			(226	)
Other		(742	)		20			(1,192	)
Changes in operating assets and liabilities, net of effects of acquisitions
Accounts and notes receivable		17,430			(11,246	)		5,889
Inventories		(31,489	)		(9,979	)		44,619
Prepaid expenses		839			2,813			3,128
Accounts payable		(1,037	)		1,924			(21,729	)
Accrued expenses		3,970			1,782			(10,564	)
Income taxes payable		13,048			(9,213	)		(10,536	)
Other assets and liabilities		(3,021	)		(13,607	)		(3,994	)
Net cash provided by operating activities		111,999			83,616			90,135
Investing activities:
Disposal of property, plant and equipment		438			4,978			6,333
Additions to property, plant and equipment		(31,955	)		(21,419	)		(27,469	)
Business acquired, net of cash		(6,566	)		—			—
Loans to customers		(24,050	)		(3,856	)		(5,767	)
Payments from customers on loans		1,588			1,854			2,165
Purchase of marketable securities		—			—			(233	)
Sale of marketable securities		—			2			921
Corporate-owned life insurance, net		131			(46	)		(320	)
Other		—			—			(139	)
Net cash used in investing activities		(60,414	)		(18,487	)		(24,509	)
Financing activities:
Proceeds (payments) of revolving debt		87,300			(35,000	)		(41,600	)
Dividends paid		(9,229	)		(9,702	)		(9,611	)
Proceeds from exercise of stock options		329			2,002			680
Proceeds from employee stock purchase plan		238			498			502
Repurchase of common stock		(14,348	)		(14,980	)		—
Payments of long-term debt		(119,255	)		(626	)		(16,104	)
Payments of capitalized lease obligations		(3,639	)		(3,834	)		(2,901	)
Increase (decrease) in outstanding checks		9,951			(4,441	)		2,549
Payments of deferred financing costs		(3,573	)		—			—
Tax benefit from exercise of stock options		603			857			68
Other		—			1			492
Net cash used in financing activities		(51,623	)		(65,225	)		(65,925	)
Net decrease in cash		(38	)		(96	)		(299	)
Cash at beginning of year		862			958			1,257
Cash at end of year	$	824		$	862		$	958
Supplemental disclosure of cash flow information:
Non cash investing and financing activities
Acquisition of minority interest	$	64		$	—		$	21

See accompanying notes to consolidated financial statements.

40

NASH FINCH COMPANY

Consolidated Statements of Stockholders’ Equity

(In thousands, except per share amounts)

									Accumulated
			Additional						Other									Total
Fiscal years ended January 3, 2009,	Common		Paid-in			Retained			Comprehensive						Treasury			Stockholders’
December 29, 2007 and December 30, 2006	Stock		Capital			Earnings			Income (Loss)			Other			Stock			Equity
Balance at December 31, 2005		22,195		49,430			256,149			(4,912	)		(78	)		(206	)		322,578
Net loss		—		—			(22,999	)		—			—			—			(22,999	)
Other comprehensive income																			—
Deferred loss on hedging activities, net of tax of $619		—		—			—			(969	)		—			—			(969	)
Minimum pension liability adjustment, net of tax of $271		—		—			—			424			—			—			424
Comprehensive loss																			(23,544	)
Adjustment to initially apply SFAS Statement No. 158, net of tax of $559		—		—			—			875			—			—			875
Dividends declared of $.72 per share		—		—			(9,611	)		—			—			—			(9,611	)
Share-based compensation		1		2,679			(123	)		—			—			—			2,557
Common stock issued upon exercise of options		59		621			—			—			—			—			680
Common stock issued for employee purchase plan		42		460			—			—			—			—			502
Common stock issued for performance units		45		445			—			—			—			—			490
Common stock issued to a rabbi trust		6		(6	)		—			—			—			—			—
Tax benefit associated with compensation plans		—		68			—			—			—			—			68
Amortized compensation under restricted stock plan		—		—			—			—			78			—			78
Forfeiture of restricted stock		—		—			—			—			—			(293	)		(293	)
Balance at December 30, 2006		22,348		53,697			223,416			(4,582	)		—			(499	)		294,380
Net earnings		—		—			38,780			—			—			—			38,780
Other comprehensive income
Deferred loss on hedging activities, net of tax of ($295)		—		—			—			(461	)		—			—			(461	)
Minimum pension liability adjustment, net of tax of $180		—		—			—			281			—			—			281
Minimum other post-retirement liability adjustment, net of tax of ($211)		—		—			—			(330	)		—			—			(330	)
Comprehensive income																			38,270
Dividends declared of $.72 per share		—		—			(9,702	)		—			—			—			(9,702	)
Share-based compensation		2		4,641			(352	)		—			—			—			4,291
Common stock issued upon exercise of options		125		1,878			—			—			—			—			2,003
Common stock issued for employee purchase plan		40		457			—			—			—			—			497
Common stock issued for performance units		84		(84	)		—			—			—			—			—
Repurchase of shares		—		—			—			—			—			(14,980	)		(14,980	)
Tax benefit associated with compensation plans		—		857			—			—			—			—			857
Balance at December 29, 2007	$	22,599	$	61,446		$	252,142		$	(5,092	)	$	—		$	(15,479	)	$	315,616
Net earnings		—		—			36,160			—			—			—			36,160
Other comprehensive income
Deferred loss on hedging activities, net of tax of ($745)		—		—			—			(1,165	)		—			—			(1,165	)
Minimum pension liability adjustment, net of tax of ($2,710)		—		—			—			(4,239	)		—			—			(4,239	)
Minimum other post-retirement liability adjustment, net of tax of ($243)		—		—			—			(380	)		—			—			(380	)
Comprehensive income																			30,376
Dividends declared of $.72 per share		—		—			(9,229	)		—			—			—			(9,229	)
Share-based compensation		3		8,871			(269	)		—			—			338			8,943
Share-based compensation modified from liability to equity based		—		3,412			—			—			—			—			3,412
Common stock issued upon exercise of options		26		415			—			—			—			—			441
Common stock issued for employee purchase plan		13		224			—			—			—			—			237
Common stock issued for performance units		135		(135	)		—			—			—			—			—
Repurchase of shares		—		—			—			—			—			(14,348	)		(14,348	)
Forfeiture of restricted stock		—		—			—			—			—			(1	)		(1	)
Tax benefit associated with compensation plans		—		603			—			—			—			—			603
Balance at January 3, 2009	$	22,776	$	74,836		$	278,804		$	(10,876	)	$	—		$	(29,490	)	$	336,050

See accompanying notes to consolidated financial statements.

41

NASH FINCH COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)   Summary of Significant Accounting Policies

Fiscal Year

The fiscal year of Nash-Finch Company (“Nash Finch”) ends on the Saturday nearest to December 31. Fiscal 2008 consisted of 53 weeks while fiscal years 2007 and 2006 each consisted of 52 weeks. Our interim quarters consist of 12 weeks except for the third quarter which consists of 16 weeks. For fiscal 2008, the Company’s fourth quarter consisted of 13 weeks.

Principles of Consolidation

The accompanying financial statements include our accounts and the accounts of our majority-owned subsidiaries. All material inter-company accounts and transactions have been eliminated in the consolidated financial statements.

Cash and Cash Equivalents

In the accompanying financial statements and for purposes of the statements of cash flows, cash and cash equivalents include cash on hand and short-term investments with original maturities of three months or less.

Revenue Recognition

We recognize revenue when the sales price is fixed or determinable, collectibility is reasonably assured and the customer takes possession of the merchandise.

Revenues for the food distribution segment are recognized upon delivery of the product which is typically the same day the product is shipped.

Revenues for the military segment are recognized upon the delivery of the product to the commissary or commissaries designated by the Defense Commissary Agency (DeCA), or in the case of overseas commissaries, when the product is delivered to the port designated by DeCA, which is when DeCA takes possession of the merchandise and bears the responsibility for shipping the product to the commissary or overseas warehouse.

Revenue is recognized for retail store sales when the customer receives and pays for the merchandise at the point of sale. Sales taxes collected from customers are remitted to the appropriate taxing jurisdictions and are excluded from sales revenue as the Company considers itself a pass-through conduit for collecting and remitting sales taxes.

Cost of sales

Cost of sales includes the cost of inventory sold during the period, including distribution costs and shipping and handling fees. Advertising costs, included in cost of goods sold, are expensed as incurred and were $58.2 million, $53.7 million and $52.6 million for fiscal 2008, 2007 and 2006, respectively. Advertising income, included in cost of goods sold, was approximately $56.4 million, $55.8 million and $57.0 million for fiscal 2008, 2007 and 2006, respectively.

Vendor Allowances and Credits

We reflect vendor allowances and credits, which include allowances and incentives similar to discounts, as a reduction of cost of sales when the related inventory has been sold, based on the underlying arrangement with the vendor. These allowances primarily consist of promotional allowances, quantity discounts and payments under merchandising arrangements. Amounts received under promotional or merchandising arrangements that require specific performance are recognized in the consolidated statements of income when the

42

NASH FINCH COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

performance is satisfied and the related inventory has been sold. Discounts based on the quantity of purchases from our vendors or sales to customers are recognized in the consolidated statements of income as the product is sold. When payment is received prior to fulfillment of the terms, the amounts are deferred and recognized according to the terms of the arrangement.

Inventories

Inventories are stated at the lower of cost or market. Approximately 84% of our inventories were valued on the last-in, first-out (LIFO) method at January 3, 2009 and December 29, 2007. During fiscal 2008, we recorded a LIFO charge of $19.7 million compared to a $5.1 million charge in fiscal 2007 and a $2.6 million charge in fiscal 2006. The remaining inventories are valued on the first-in, first-out (FIFO) method. If the FIFO method of accounting for inventories had been used, inventories would have been $76.1 million, $56.4 million and $51.2 million higher at January 3, 2009, December 29, 2007 and December 30, 2006, respectively.

Capitalization, Depreciation and Amortization

Property, plant and equipment are stated at cost. Assets under capitalized leases are recorded at the present value of future lease payments or fair market value, whichever is lower. Expenditures which improve or extend the life of the respective assets are capitalized while maintenance and repairs are expensed as incurred.

Property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets which generally range from 10-40 years for buildings and improvements and 3-10 years for furniture, fixtures and equipment. Capitalized leases and leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease or the useful life of the asset.

Net property, plant and equipment consisted of the following (in thousands):

	January 3,			December 29,
	2009			2007
Land	$	17,281		$	16,558
Buildings and improvements		196,954			194,194
Furniture, fixtures and equipment		275,888			309,040
Leasehold improvements		65,499			64,976
Construction in progress		4,453			1,654
Assets under capitalized leases		30,819			30,819
		590,894			617,241
Accumulated depreciation and amortization		(392,807	)		(414,704	)
Net property, plant and equipment	$	198,087		$	202,537

Impairment of Long-Lived Assets

An impairment loss is recognized whenever events or changes in circumstances indicate the carrying amount of an asset is not recoverable. In applying Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” assets are grouped and evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. We have generally identified this lowest level to be individual stores or distribution centers; however, there are limited circumstances where, for evaluation purposes, stores could be considered with the distribution center they support. We allocate the portion of the profit retained at the servicing distribution

43

NASH FINCH COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

center to the individual store when performing the impairment analysis in order to determine the store’s total contribution to us. We consider historical performance and future estimated results in the impairment evaluation. If the carrying amount of the asset exceeds expected undiscounted future cash flows, we measure the amount of the impairment by comparing the carrying amount of the asset to its fair value; generally measured by discounting the expected future cash flows at the rate we utilize to evaluate potential investments. In fiscal 2008, 2007 and 2006, we recorded impairment charges of $2.6 million, $1.9 million and $11.4 million, respectively, within the “selling, general and administrative” line of the consolidated statements of income.

Discontinued Operations

On July 31, 1999, we sold the outstanding stock of our wholly-owned produce growing and marketing subsidiary, Nash-De Camp. Nash-De Camp had previously been reported as a discontinued operation following a fourth quarter fiscal 1998 decision to sell the subsidiary. The net earnings from discontinued operations of $0.2 million in fiscal 2006 reported within the “discontinued operations” line of the consolidated statements of income was a result of the resolution of a contingency associated with the sale.

Reserves for Self-Insurance

We are primarily self-insured for workers’ compensation, general and automobile liability and health insurance costs. It is our policy to record our self-insurance liabilities based on claims filed and an estimate of claims incurred but not yet reported. Worker’s compensation, general and automobile liabilities are actuarially determined on a discounted basis. We have purchased stop-loss coverage to limit our exposure to any significant exposure on a per claim basis. On a per claim basis, our exposure for workers compensation, auto liability and general liability is $0.5 million and for health insurance our exposure is $0.4 million. Any projection of losses concerning workers’ compensation, general and automobile and health insurance liability is subject to a considerable degree of variability. Among the causes of this variability are unpredictable external factors affecting future inflation rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. Although our estimates of liabilities incurred do not anticipate significant changes in historical trends for these variables, such changes could have a material impact on future claim costs and currently recorded liabilities. A 100 basis point change in discount rates would increase our liability by approximately $0.2 million.

Goodwill and Intangible Assets

Intangible assets, consisting primarily of goodwill and customer contracts resulting from business acquisitions, are carried at cost. Separate intangible assets that are not deemed to have an indefinite life are amortized over their useful lives. In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” (SFAS 142) we test goodwill for impairment on an annual basis in the fourth quarter or more frequently if we believe indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. We generally determine the fair value of our reporting units using the income approach methodology of valuation that includes the discounted cash flow method as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, we perform the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill.

We performed our annual impairment test of goodwill during the fourth quarter based on conditions as of the end of our third quarter in fiscal 2008 and 2007, in accordance with SFAS 142, and determined that no impairment was necessary based on the conditions at that time. During fiscal 2006 the impairment tests

44

NASH FINCH COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

indicated that our retail segment goodwill was impaired necessitating a charge of $26.4 million. The impairment was due to decreased sales and cash flows in our retail segment as a result of closing or selling retail stores and continued declines in same store sales brought about by competition from supercenters and other alternative formats.

Changes in the net carrying amount of goodwill were as follows:

	Food
	Distribution		Military		Retail		Total
	(In thousands)
Goodwill as of December 30, 2006	$	121,863	$	25,754	$	67,557	$	215,174
Goodwill as of December 29, 2007		121,863		25,754		67,557		215,174
Acquisition of retail stores		—		—		3,240		3,240
Goodwill as of January 3, 2009	$	121,863	$	25,754	$	70,797	$	218,414

Customer contracts & relationships intangibles were as follows (in thousands):

	January 3, 2009
	Gross					Net		Estimated
	Carrying		Accum.			Carrying		Life
	Value		Amort.			Amount		(years)
Customer contracts and relationships	$	43,082	$	(18,320	)	$	24,762		5-20

	December 29, 2007
	Gross					Net		Estimated
	Carrying		Accum.			Carrying		Life
	Value		Amort.			Amount		(years)
Customer contracts and relationships	$	43,082	$	(14,714	)	$	28,368		5-20

Other intangible assets included in other assets on the consolidated balance sheets were as follows (in thousands):

	January 3, 2009
	Gross					Net		Estimated
	Carrying		Accum.			Carrying		Life
	Value		Amort.			Amount		(years)
Franchise agreements	$	2,739	$	(1,291	)	$	1,448		5-25
Non-compete agreements		416		(360	)		56		5-7

	December 29, 2007
	Gross					Net		Estimated
	Carrying		Accum.			Carrying		Life
	Value		Amort.			Amount		(years)
Franchise agreements	$	2,694	$	(1,176	)	$	1,518		17-25
Non-compete agreements		938		(830	)		108		5-7

Aggregate amortization expense recognized for fiscal 2008, 2007 and 2006 was $4.0 million, $4.4 million and $4.5 million, respectively. In fiscal 2006 we incurred an impairment charge of $2.0 million reflecting the impairment of a tradename which was deemed to have no future value. The aggregate amortization expense for the five succeeding fiscal years is expected to approximate $3.8 million, $3.6 million, $2.9 million, $2.6 million and $2.2 million for fiscal years 2009 through 2013, respectively.

45

NASH FINCH COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Income Taxes

When preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. The process involves estimating our actual current tax obligations based on expected income, statutory tax rates and tax planning opportunities in the various jurisdictions in which we operate. In the event there is a significant, unusual or one-time item recognized in our results of operations, the tax attributable to that item would be separately calculated and recorded in the period the unusual or one-time item occurred.

We utilize the liability method of accounting for income taxes as set forth in Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (SFAS 109). Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse or are settled. A valuation allowance is recorded when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in our tax provision in the period of change.

We establish reserves when, despite our belief that the tax return positions are fully supportable, certain positions could be challenged and we may ultimately not prevail in defending our positions. These reserves are adjusted in light of changing facts and circumstances, such as the closing of a tax audit or the expiration of statutes of limitations. The effective tax rate includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as, related penalties and interest. These reserves relate to various tax years subject to audit by taxing authorities.

The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” (FIN 48) on December 31, 2006. FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements in accordance with SFAS 109. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. We recognize potential accrued interest and penalties related to the unrecognized tax benefits in income tax expense. We did not recognize any adjustment in the liability for unrecognized tax benefits, as a result of FIN 48, that impacted the December 31, 2006 balance of retained earnings.

Prior to fiscal 2007 we determined our tax contingencies in accordance with Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies” (SFAS 5). We recorded estimated tax liabilities to the extent the contingencies were probable and could be reasonably estimated.

Financial Instruments

We account for derivative financial instruments pursuant to Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133). SFAS 133 requires derivatives be carried at fair value on the balance sheet and provides for hedge accounting when certain conditions are met.

We have market risk exposure to changing interest rates primarily as a result of our borrowing activities and to the cost of fuel in our distribution operations. Our objective in managing our exposure to changes in interest rates and the cost of fuel is to reduce fluctuations in earnings and cash flows. To achieve these objectives, from time-to time we use derivative instruments, primarily interest rate swap agreements and fuel hedges, to manage risk exposures when appropriate, based on market conditions. We do not enter into derivative agreements for trading or other speculative purposes, nor are we a party to any leveraged derivative instrument.

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NASH FINCH COMPANY AND SUBSIDIARIES

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Share-based compensation

On January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment — Revised 2004,” (SFAS 123R) using the modified prospective transition method. Beginning in 2006, our results of operations reflect compensation expense for newly issued stock options and other forms of share-based compensation granted under our stock incentive plans, for the unvested portion of previously issued stock options and other forms of share-based compensation granted, and for our employee stock purchase plan. In accordance with SFAS 123R, we estimate the fair value of share-based payment awards on the date of the grant. We use the grant date closing price per share of Nash Finch common stock to estimate the fair value of Restricted Stock Units (RSUs) and performance units granted pursuant to its long-term incentive plan (LTIP). We use the Black-Scholes option-pricing model to estimate the fair value of stock options and a lattice model to estimate the fair value of stock appreciation rights (SARs) which contain certain market conditions. For all types of awards, the value of the portion of the awards ultimately expected to vest is recognized as expense over the requisite service period.

Comprehensive Income

We report comprehensive income in accordance with Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income.” Other comprehensive income refers to revenues, expenses, gains and losses that are not included in net earnings such as minimum pension liability adjustments and unrealized gains or losses on hedging instruments, but rather are recorded directly in the consolidated statements of stockholders’ equity.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

New Accounting Standards

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about instruments recorded at fair value. SFAS 157 does not require any new fair value measurements, but applies under other accounting pronouncements that require or permit fair value measurements. The effective date of SFAS 157 for non-financial assets and liabilities that are not recognized or disclosed on a recurring basis has been delayed to fiscal years beginning after November 15, 2008. Effective January 1, 2008, we adopted the provisions of SFAS 157 related to financial assets and liabilities recognized or disclosed on a recurring basis.

In May 2008, the FASB issued FASB Staff Position (FSP) APB 14-1, “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants” (FSP APB 14-1), which will impact the accounting associated with our existing $150.1 million senior convertible notes. When adopted FSP APB 14-1 will require us to recognize non-cash interest expense based on the market rate for similar debt instruments without the conversion feature. Furthermore, it will require recognizing interest expense in prior periods pursuant to retrospective accounting treatment. It is expected that the cumulative effect upon adoption would be to record approximately $16.8 million in pretax non-cash interest expense for prior periods and $4.0 million to $6.0 million in additional pretax non-cash interest expense annually. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R, “Business Combinations” (SFAS 141R). This standard establishes principles and requirements for the reporting entity in

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NASH FINCH COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

a business combination, including recognition and measurement in the financial statements of the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. This statement also establishes disclosure requirements to enable financial statement users to evaluate the nature and financial effects of the business combination. SFAS 141R is effective for fiscal years beginning on or after December 15, 2008. The impact of adopting SFAS 141R will be dependent on the future business combinations that the Company may pursue after its effective date.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (SFAS 160). This statement establishes accounting and reporting standards for noncontrolling interests in consolidated financial statements. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. Early adoption is prohibited. Based on the Company’s current operations, it does not expect that the adoption of SFAS 160 will have a material impact on its financial position or results of operations.

(2)   Vendor Allowances and Credits

We participate with our vendors in a broad menu of promotions to increase sales of products. These promotions fall into two main categories: off-invoice allowances and performance-based allowances. These allowances are often subject to negotiation with our vendors. In the case of off-invoice allowances, discounts are typically offered by vendors with respect to certain merchandise purchased by us during a specified period of time. We use off-invoice allowances to support a variety of marketing programs such as reduced price offerings for specific time periods, food shows, pallet promotions and private label promotions. The discounts are either reflected directly on the vendor’s invoice, as a reduction from the normal wholesale prices for merchandise to which the allowance applies, or we are allowed to deduct the allowance as an offset against the vendor’s invoice when it is paid.

In the case of performance-based allowances, the allowance or rebate is based on our completion of some specific activity, such as purchasing or selling product during a certain time period. This basic performance requirement may be accompanied by an additional performance requirement such as providing advertising or special in-store promotion, tracking specific shipments of goods to retailers (or to customers in the case of our own retail stores) during a specified period (retail performance allowances), slotting (adding a new item to the system in one or more of our distribution centers) and merchandising a new item, or achieving certain minimum purchase quantities. The billing for these performance-based allowances is normally in the form of a “bill-back,” in which case we are invoiced at the regular price with the understanding that we may bill back the vendor for the requisite allowance when the performance is satisfied. We also assess an administrative fee, reflected on the invoices sent to vendors, to recoup our reasonable costs of performing the tasks associated with administering retail performance allowances.

We collectively plan promotions with our vendors and arrive at the amount the respective vendor plans to spend on promotions with us. Each vendor has its own method for determining the amount of promotional funds to be spent with us. In most situations, the vendor allowances are based on units we purchase from the vendor. In other situations, the allowances are based on our past or anticipated purchases and/or the anticipated performance of the planned promotions. Forecasting promotional expenditures is a critical part of our frequently scheduled planning sessions with our vendors. As individual promotions are completed and the associated billing is processed, the vendors track our promotional program execution and spend rate, and discuss the tracking, performance and spend rate with us on a regular basis throughout the year. These communications include discussions with respect to future promotions, product cost, targeted retails and price points, anticipated volume, promotion expenditures, vendor maintenance, billing issues and procedures, new items/discontinued items and trade spend levels relative to budget per event and per year, as well as the resolution of any issues that arise between the vendor and us. In the future, the nature and menu of

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NASH FINCH COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

promotional programs and the allocation of dollars among them may change as a result of ongoing negotiations and commercial relationships between vendors and us.

We have a vendor dispute resolution process to facilitate timely research and resolution of disputed deductions from vendor payments. We estimate and record a payable based on current and historical claims.

(3)   Special Charges

2004 Special Charge

In fiscal 2004, we recorded a charge of $34.9 million related to the closure of 18 retail stores and our intent to seek purchasers for our Denver area AVANZA retail stores. The charge was reflected in the “special charges” line within the consolidated statements of income.

In fiscal 2005, we decided to continue to operate the three Denver area AVANZA stores and therefore recorded a reversal of $1.5 million of the special charge related to the stores as the assets of these stores were revalued at historical cost less depreciation during the time held-for-sale. Partially offsetting this reversal was a $0.2 million change in estimate for one other property.

In fiscal 2006, we recorded additional charges related to two properties included in the 2004 special charge of $5.5 million to write down capitalized leases and $0.9 million to reserve for lease commitments as a result of lower than originally estimated sublease income. Additionally, we reversed $0.2 million of a previously recorded charge to change an estimate for another property.

In fiscal 2007, we reversed $1.6 million of previously established lease reserves after subleasing a property earlier than anticipated. This reversal was partially offset by a charge of $0.3 million due to revised lease commitment estimates.

In fiscal 2008, no special charges or reversal of previous charges were recognized.

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NASH FINCH COMPANY AND SUBSIDIARIES

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Following is a summary of the activity in the 2004 reserve established for store dispositions:

	Write-			Write-
	Down of			Down of									Other
	Tangible			Intangible			Lease						Exit
	Assets			Assets			Commitments			Severance			Costs			Total
	(In thousands)
Initial accrual	$	20,596		$	1,072		$	14,129		$	109		$	588		$	36,494
Change in estimates		889			—			(2,493	)		(23	)		—			(1,627	)
Used in 2004		(21,485	)		(1,072	)		(2,162	)		(86	)		(361	)		(25,166	)
Balance at January 1, 2005		—			—			9,474			—			227			9,701
Change in estimates		(1,531	)		—			235			—			—			(1,296	)
Used in 2005		1,531			—			(2,026	)		—			(55	)		(550	)
Balance at December 31, 2005		—			—			7,683			—			172			7,855
Change in estimates		5,516			—			737			—			—			6,253
Used in 2006		(5,516	)		—			(2,087	)		—			(76	)		(7,679	)
Balance at December 30, 2006		—			—			6,333			—			96			6,429
Change in estimates		—			—			(1,282	)		—			—			(1,282	)
Used in 2007		—			—			(947	)		—			(1	)		(948	)
Balance at December 29, 2007	$	—		$	—		$	4,104		$	—		$	95		$	4,199
Change in estimates		—			—			—			—			—			—
Used in 2008		—			—			(855	)		—			—			(855	)
Balance at January 3, 2009	$	—		$	—		$	3,249		$	—		$	95		$	3,344

(4)   Long-Lived Asset Impairment Charges

Impairment charges of $2.6 million, $1.9 million and $11.4 million were recorded for long-lived asset impairments in fiscal 2008, 2007 and 2006, respectively. In fiscal 2006, these charges included $3.1 million of impairment charges to write off capital leases subleased to a customer who declared bankruptcy and an impairment charge of $2.0 million reflecting the impairment of a tradename which was deemed to have no future value. The remaining impairment charges primarily related to eight retail stores in 2008, seven retail stores in 2007 and 14 retail stores in fiscal 2006 that were impaired as a result of increased competition within the stores’ respective market areas. The estimated undiscounted cash flows related to these facilities indicated that the carrying value of the assets may not be recoverable based on current expectations, therefore these assets were written down in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

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NASH FINCH COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(5)   Accounts and Notes Receivable

Accounts and notes receivable at the end of fiscal 2008 and 2007 are comprised of the following components:

	2008			2007
	(In thousands)
Customer notes receivable, current	$	8,434		$	5,663
Customer accounts receivable		160,202			176,923
Other receivables		22,101			22,841
Allowance for doubtful accounts		(4,794	)		(7,620	)
Net current accounts and notes receivable	$	185,943		$	197,807
Long-term customer notes receivable	$	29,090		$	12,478
Allowance for doubtful accounts		(737	)		(49	)
Net long-term notes receivable	$	28,353		$	12,429

Operating results include the reversal of bad debt expense of $1.3 million during fiscal 2008 compared to bad debt expense of $1.2 million and $5.6 million during fiscal 2007 and 2006, respectively.

(6)   Long-term Debt and Bank Credit Facilities

Long-term debt at the end of the fiscal 2008 and 2007 is summarized as follows:

	2008			2007
	(In thousands)
Senior secured credit facility:
Revolving credit	$	—			6,300
Term Loan B		—			118,700
Asset-backed credit agreement:
Revolving credit		93,600			—
Senior subordinated convertible debt, 3.50% due in 2035		150,087			150,087
Industrial development bonds, 5.60% to 6.00% due in various installments through 2014		2,875			3,345
Notes payable and mortgage notes, 7.95% due in various installments through 2013		474			559
Total debt		247,036			278,991
Less current maturities		(595	)		(548	)
Long-term debt	$	246,441			278,443

Asset-backed Credit Agreement

On April 11, 2008, we entered into our credit agreement which is an asset-backed loan consisting of a $300.0 million revolving credit facility, which includes a $50.0 million letter of credit sub-facility (the “Revolving Credit Facility”). Provided no default is then existing or would arise, the Company may from time-to-time, request that the Revolving Credit Facility be increased by an aggregate amount (for all such requests) not to exceed $150.0 million. The Revolving Credit Facility has a 5-year term and will be due and payable in full on April 11, 2013. The Company can elect, at the time of borrowing, for loans to bear interest

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NASH FINCH COMPANY AND SUBSIDIARIES

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at a rate equal to the base rate or LIBOR plus a margin. The LIBOR interest rate margin currently is 2.00% and can vary quarterly in 0.25% increments between three pricing levels ranging from 1.75% to 2.25% based on the excess availability, which is defined in the credit agreement as (a) the lesser of (i) the borrowing base; or (ii) the aggregate commitments; minus (b) the aggregate of the outstanding credit extensions. At January 3, 2009, $190.9 million was available under the Revolving Credit Facility after giving effect to outstanding borrowings and to $15.5 million of outstanding letters of credit primarily supporting workers’ compensation obligations.

The credit agreement contains no financial covenants unless and until (i) the continuance of an event of default under the credit agreement, or (ii) the failure of the Company to maintain excess availability (A) greater than 10% of the borrowing base for more than two (2) consecutive business days or (B) greater than 7.5% of the borrowing base at any time, in which event, the Company must comply with a trailing 12-month basis consolidated fixed charge covenant ratio of 1.0:1.0, which ratio shall continue to be tested each month thereafter until excess availability exceeds 10% of the borrowing base for ninety (90) consecutive days.

The credit agreement contains standard covenants requiring the Company and its subsidiaries, among other things, to maintain collateral, comply with applicable laws, keep proper books and records, preserve the corporate existence, maintain insurance, and pay taxes in a timely manner. Events of default under the credit agreement are usual and customary for transactions of this type including, among other things: (a) any failure to pay principal there under when due or to pay interest or fees on the due date; (b) material misrepresentations; (c) default under other agreements governing material indebtedness of the Company; (d) default in the performance or observation of any covenants; (e) any event of insolvency or bankruptcy; (f) any final judgments or orders to pay more than $15.0 million that remain unsecured or unpaid; (g) change of control, as defined in the credit agreement; and (h) any failure of a collateral document, after delivery thereof, to create a valid mortgage or first-priority lien.

Senior Subordinated Convertible Debt

To finance a portion of the acquisition from Roundy’s, we sold $150.1 million in aggregate issue price (or $322.0 million aggregate principal amount at maturity) of senior subordinated convertible notes due 2035 in a private placement completed on March 15, 2005. The notes are our unsecured senior subordinated obligations and rank junior to our existing and future senior indebtedness, including borrowings under our senior secured credit facility.

Cash interest at the rate of 3.50% per year is payable semi-annually on the issue price of the notes until March 15, 2013. After that date, cash interest will not be payable, unless contingent cash interest becomes payable, and original issue discount for non-tax purposes will accrue on the notes at a daily rate of 3.50% per year until the maturity date of the notes. On the maturity date of the notes, a holder will receive $1,000 per note (a “$1,000 Note”). Contingent cash interest will be paid on the notes during any six-month period, commencing March 16, 2013, if the average market price of a note for a ten trading day measurement period preceding the applicable six-month period equals 130% or more of the accreted principal amount of the note, plus accrued cash interest, if any. The contingent cash interest payable with respect to any six-month period will equal an annual rate of 0.25% of the average market price of the note for the ten trading day measurement period described above.

The notes will be convertible at the option of the holder only upon the occurrence of certain events summarized as follows:

(1)  if the closing price of our stock reaches a specified threshold (currently $64.35) for a specified period of time,

(2) if the notes are called for redemption,

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NASH FINCH COMPANY AND SUBSIDIARIES

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(3) if specified corporate transactions or distributions to the holders of our common stock occur,

(4) if a change in control occurs or,

(5) during the ten trading days prior to, but not on, the maturity date.

Upon conversion by the holder, the notes convert at an adjusted conversion rate of 9.4164 shares (initially 9.3120 shares) of our common stock per $1,000 Note (equal to an adjusted conversion price of approximately $49.50 per share). Upon conversion, we will pay the holder the conversion value in cash up to the accreted principal amount of the note and the excess conversion value (or residual value shares), if any, in cash, stock or both, at our option. The conversion rate is adjusted upon certain dilutive events as described in the indenture, but in no event shall the conversion rate exceed 12.7109 shares per $1,000 Note. The number of residual value shares cannot exceed 7.1469 shares per $1,000 Note.

We may redeem all or a portion of the notes for cash at any time on or after the eighth anniversary of the issuance of the notes. Holders may require us to purchase for cash all or a portion of their notes on the 8th, 10th, 15th, 20th and 25th anniversaries of the issuance of the notes. In addition, upon specified change in control events, each holder will have the option, subject to certain limitations, to require us to purchase for cash all or any portion of such holder’s notes.

In connection with the closing of the sale of the notes, we entered into a registration rights agreement with the initial purchasers of the notes. In accordance with that agreement, we filed with the Securities and Exchange Commission a shelf registration statement covering the resale by security holders of the notes and the common stock issuable upon conversion of the notes. The shelf registration statement was declared effective by the Securities and Exchange Commission on October 5, 2005. Our contractual obligation, however, to maintain the effectiveness of the shelf registration statement has expired. As a result, we removed from registration, by means of a post-effective amendment filed on July 24, 2007, all notes and common stock that remained unsold at such time.

Industrial Development Bonds and Mortgages

At January 3, 2009, land in the amount of $1.4 million and buildings and other assets with a depreciated cost of approximately $3.4 million are pledged to secure obligations under issues of industrial development bonds and mortgages.

Aggregate annual maturities of long-term debt for the five fiscal years after January 3, 2009, are as follows (in thousands):

2009	$	595
2010		628
2011		670
2012		704
2013		94,312
Thereafter		150,127
Total	$	247,036

Interest paid was $18.7 million, $22.0 million and $26.3 million in fiscal 2008, 2007 and 2006, respectively.

(7)   Derivative Instruments

We have market risk exposure to changing interest rates primarily as a result of our borrowing activities and commodity price risk associated with anticipated purchases of diesel fuel. Our objective in managing our

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NASH FINCH COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

exposure to changes in interest rates and commodity prices is to reduce fluctuations in earnings and cash flows. To achieve these objectives, from time-to-time we use derivative instruments, primarily interest rate and commodity swap agreements, to manage risk exposures when appropriate, based on market conditions. We do not enter into derivative agreements for trading or other speculative purposes, nor are we a party to any leveraged derivative instrument.

The interest rate swap agreements are designated as cash flow hedges and are reflected at fair value in our Consolidated Balance Sheet and the related gains or losses on these contracts are deferred in stockholders’ equity as a component of other comprehensive income. Deferred gains and losses are amortized as an adjustment to expense over the same period in which the related items being hedged are recognized in income. However, to the extent that any of these contracts are not considered to be effective in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” (SFAS 133) in offsetting the change in the value of the items being hedged, any changes in fair value relating to the ineffective portion of these contracts are immediately recognized in income.

As of January 3, 2009, we had two outstanding interest rate swap agreements with notional amounts totaling $52.5 million. The notional amounts of the two outstanding swaps are reduced annually over their three year terms as follows (amounts in thousands):

Notional	Effective Date		Termination Date		Fixed Rate
$30,000		10/15/2008		10/15/2009		3.49	%
20,000		10/15/2009		10/15/2010		3.49	%
10,000		10/15/2010		10/15/2011		3.49	%

Notional	Effective Date		Termination Date		Fixed Rate
$22,500		10/15/2008		10/15/2009		3.38	%
15,000		10/15/2009		10/15/2010		3.38	%
7,500		10/15/2010		10/15/2011		3.38	%

Interest rate swap agreements outstanding at January 3, 2009 and their fair values are summarized as follows:

	January 3,
(In thousands, except percentages)	2009
Notional amount (pay fixed/receive variable)	$	52,500
Fair value (liability)		(1,911	)
Average receive rate for effective swaps		2.6	%
Average pay rate for effective swaps		3.4	%

At December 29, 2007, there were no outstanding interest rate swap agreements.

From time-to-time we use commodity swap agreements to reduce price risk associated with anticipated purchases of diesel fuel. The agreements call for an exchange of payments with us making payments based on fixed price per gallon and receiving payments based on floating prices, without an exchange of the underlying commodity amount upon which the payments are made. Resulting gains and losses on the fair market value of the commodity swap agreement are immediately recognized as income or expense.

As of January 3, 2009, there were no commodity swap agreements in existence. Our only commodity swap agreement in place during fiscal 2008 expired during the first quarter and was settled for fair market value. Pre-tax gains of $0.4 million were recorded as a reduction to cost of sales during fiscal 2007.

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NASH FINCH COMPANY AND SUBSIDIARIES

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In addition to the previously discussed interest rate and commodity swap agreements, from time-to-time we enter into a fixed price fuel supply agreements to support our food distribution segment. Effective January 1, 2009, we entered into an agreement which requires us to purchase a total of 252,000 gallons of diesel fuel per month at prices ranging from $1.90 to $1.98 per gallon. The term of the agreement is for one year. During fiscal 2007 and 2008 we had a fixed price fuel supply agreement which required us to purchase a total of 168,000 gallons of diesel fuel per month at prices ranging from $2.28 to $2.49 per gallon. The term of the agreement began on February 1, 2007, and expired on December 31, 2007. These fixed price fuel agreements qualified for the “normal purchase” exception under SFAS 133, therefore the fuel purchases under these contracts are expensed as incurred as an increase to cost of sales.

(8)   Income Taxes

Total income tax expense is allocated as follows:

	2008		2007		2006
	(In thousands)
Income tax expense from continuing operations	$	22,574	$	18,742	$	5,835
Tax effect of discontinued operations		—		—		102
Tax effect of change in accounting principle		—		—		119
Total income tax expense	$	22,574	$	18,742	$	6,056

Income tax expense from continuing operations is made up of the following components:

	2008			2007			2006
	(In thousands)
Current:
Federal	$	12,414		$	(493	)	$	2,770
State		1,656			337			85
Tax credits		(130	)		(97	)		(226	)
Deferred:
Federal		8,014			17,443			2,963
State		620			1,552			243
Total	$	22,574		$	18,742		$	5,835

Income tax expense from continuing operations differed from amounts computed by applying the federal income tax rate to pre-tax income as a result of the following:

	2008			2007			2006
Federal statutory tax rate		35.0	%		35.0	%		(35.0	)%
State taxes, net of federal income tax benefit		4.0	%		3.9	%		2.5	%
Non-deductible goodwill		0.0	%		0.0	%		54.8	%
Change in tax contingencies		1.0	%		(4.7	)%		9.7	%
Other net		(1.6	)%		(1.6	)%		1.4	%
Effective tax rate		38.4	%		32.6	%		33.4	%

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NASH FINCH COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:

	January 3,			December 29,
	2009			2007
	(In thousands)
Deferred tax assets:
Compensation related accruals	$	12,528		$	10,425
Reserve for bad debts		2,200			2,765
Reserve for store shutdown and special charges		1,671			1,994
Workers compensation accruals		3,253			3,527
Pension accruals		6,347			3,608
Reserve for future rents		3,123			5,149
Other		3,918			3,709
Total deferred tax assets		33,040			31,177
Deferred tax liabilities:
Property, plant and equipment		5,431			4,246
Intangible assets		16,727			12,810
Inventories		11,571			12,516
Convertible debt interest		11,387			8,069
Other		1,448			2,024
Total deferred tax liabilities		46,564			39,665
Net deferred tax asset (liability)	$	(13,524	)	$	(8,488	)

Our income tax expense from continuing operations was $22.6 million, $18.7 million and $5.8 million for fiscal years 2008, 2007 and 2006, respectively. The income tax rate from continuing operations for fiscal 2008 was 38.4% compared to 32.6% for fiscal 2007 and 33.4% for fiscal 2006. The effective income tax rate for fiscal 2008 and 2007 represented income tax expense incurred on pre-tax income from continuing operations. The effective income tax rate for fiscal 2006 represented income tax expense incurred on pre-tax loss from continuing operations. The effective tax rate for fiscal 2008 was impacted by the reversal of previously unrecognized tax benefits of $2.6 million, the filing of reports with various taxing authorities which resulted in the settlement of uncertain tax positions, a refund on a claim made with the Internal Revenue Service of $1.2 million and an increase in reserves of $2.7 million.

Net income taxes paid were $0.8 million, $12.1 million, and $13.2 million during fiscal 2008, 2007 and 2006, respectively. Income tax benefits recognized through stockholders’ equity were $0.6 million, $0.9 million and $0.1 million during fiscal years 2008, 2007 and 2006, respectively, as compensation expense for tax purposes were in excess of amounts recognized for financial reporting purposes.

At January 3, 2009, the total amount of unrecognized tax benefits was $9.4 million compared to $9.2 million at December 29, 2007. The net increase in unrecognized tax benefits of $0.2 million since December 29, 2007 was comprised of the following: $2.6 million due to a decrease in the unrecognized tax benefits relating to prior period tax positions and $2.8 million due to the increase in unrecognized tax benefits as a result of tax positions taken in the current period. The net reduction in unrecognized tax benefits of $12.4 million during the year ended December 29, 2007, was comprised of the following: $5.7 million due to the reduction of unrecognized tax benefits as a result of the expiration of the applicable statutes of limitation, $9.1 million due to a decrease in the unrecognized tax benefits relating to prior period tax positions and

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$2.3 million due to the increase in unrecognized tax benefits as a result of tax positions taken in the current period.

The following table summarizes the activity related to our unrecognized tax benefits under FIN 48:

	($ in thousands)
Unrecognized tax benefits — opening balance at 12/30/07	$	9,281
Increases related to current year tax period		2,740
Decreases related to prior year tax periods		(2,583	)
Lapse of statute of limitations		—
Unrecognized tax benefits — ending balance 1/03/09	$	9,438

	($ in thousands)
Unrecognized tax benefits — opening balance at 12/31/06	$	21,844
Increases related to current year tax period		2,286
Decreases related to prior year tax periods		(9,117	)
Lapse of statute of limitations		(5,732	)
Unrecognized tax benefits — ending balance 12/29/07	$	9,281

The total amount of tax benefits that if recognized would impact the effective tax rate was $3.3 million at January 3, 2009 and $2.7 million at December 29, 2007. The accrual for potential penalties and interest related to unrecognized tax benefits did not materially change during 2008, and in total, as of January 3, 2009, is $2.0 million. The accrual for potential penalties and interest related to unrecognized tax benefits decreased by $1.7 million during fiscal 2007.

We do not expect our unrecognized tax benefits to change significantly over the next 12 months.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state or local examinations by tax authorities for years 2003 and prior.

(9)   Share-based Compensation Plans

On January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment — Revised 2004,” (SFAS 123R) using the modified prospective transition method. Beginning in 2006, our results of operations reflect compensation expense for newly issued stock options and other forms of share-based compensation granted under our stock incentive plans, for the unvested portion of previously issued stock options and other forms of share-based compensation granted, and for our employee stock purchase plan.

SFAS 123R requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the awards ultimately expected to vest is to be recognized as expense over the requisite service period. Share-based compensation expense recognized in our consolidated statements of income for fiscal years ended January 3, 2009, December 29, 2007, and December 30, 2006, included compensation expense for the share-based payment awards granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the pro forma provisions of SFAS 123. Compensation expense for the share-based payment awards granted subsequent to January 1, 2006 was based on the grant date fair value estimated in accordance with the provisions of SFAS 123R. Share-based compensation expense recognized in the consolidated statements of income for years ended January 3, 2009, December 29, 2007, and December 30, 2006, was based on awards ultimately expected

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to vest, and therefore has been reduced for estimated forfeitures. SFAS 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ materially from those estimates. As such, during the first fiscal quarter of 2006, we recorded a cumulative effect for a change in accounting principle of $0.2 million in benefit, net of tax, as a result of estimating forfeitures for our Long-Term Incentive Program (LTIP). The effect to earnings per share was a $0.01 increase in the period of adoption.

We have four equity compensation plans under which incentive stock options, non-qualified stock options and other forms of share-based compensation have been, or may be, granted primarily to key employees and non-employee members of the Board of Directors. The 1995 Director Stock Option Plan was terminated as of December 27, 2004, and participation in the 1997 Non-Employee Director Stock Compensation Plan was frozen as of December 31, 2004. The Board adopted the Director Deferred Compensation Plan for amounts deferred on or after January 1, 2005. The plan permits non-employee directors to annually defer all or a portion of his or her cash compensation for service as a director, and have the amount deferred into either a cash account or a share unit account. Each share unit is payable in one share of Nash Finch common stock following termination of the participant’s service as a director.

Under the 2000 Stock Incentive Plan (“2000 Plan”), employees, non-employee directors, consultants and independent contractors may be awarded incentive or non-qualified stock options, shares of restricted stock, stock appreciation rights, performance units or stock bonuses.

Awards to non-employee directors under the 2000 Plan began in 2004 and have taken the form of restricted stock units (“RSUs”) that are granted annually to each non-employee director as part of his or her annual compensation for service as a director. The number of such units awarded to each director in 2008 was determined by dividing $45,000 by the fair market value of a share of our common stock on the date of grant. Each of these units vest six months after issuance and will entitle a director to receive one share of our common stock six months after the director’s service on our Board ends.

For stock options, the fair value of each option grant is estimated as of the date of grant using the Black-Scholes single option pricing model. Expected volatilities are based upon historical volatility of our common stock which is believed to be representative of future stock volatility. We use historical data to estimate the amount of option exercises and terminations with the valuation model primarily based on the vesting period of the option grant. The expected term of options granted is based upon historical employee behavior and the vesting period of the option grant. The risk-free interest rates are based on the U.S. Treasury yield curve in effect at the time of grant. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the input assumptions can materially affect the fair value estimate, the existing models may not provide a reliable single measure of the fair value of our employee stock options. Management will continue to assess the assumptions and methodologies used to calculate estimated fair value of share-based compensation.

No options were granted during the years ended January 3, 2009, December 29, 2007 or December 30, 2006. The weighted-average grant date fair value of stock options granted during the year ended January 1, 2005 was $9.88. The following assumptions were used to estimate the fair value using the Black-Scholes single option pricing model as of the grant date for the last options granted during fiscal year 2004:

Assumptions	2004
Weighted-average risk-free interest rate		3.40	%
Expected dividend yield		1.56	%
Expected option lives		2.5 years
Expected volatility		67	%

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The following table summarizes information concerning outstanding and exercisable options under the 2000 Plan as of January 3, 2009 (number of shares in thousands):

	Options Outstanding & Exercisable
			Weighted Average		Weighted
	Number		Remaining		Average
Range of	of Options		Contractual		Exercise
Exercise Prices	Outstanding		Life (in years)		Price
24.55		8.0		0.52	$	24.55
35.36		10.0		0.86		35.36
		18.0		0.71	$	30.56

The aggregate intrinsic value of the options outstanding as of January 3, 2009, was $0.3 million. All remaining options outstanding as of January 3, 2009 were exercisable and had a weighted average remaining contractual term of 0.7 years.

Since 2005, awards have taken the form of performance units (including share units pursuant to our Long-Term Incentive Plan (“LTIP”)), RSUs and Stock Appreciation Rights (SARS).

Performance units were granted during 2005, 2006, 2007 and 2008 under the 2000 Plan pursuant to our LTIP. These units vest at the end of a three-year performance period. The 2005 plan provided for payout in shares of our common stock or cash, or a combination of both, at the election of the participant, and therefore was accounted for as a liability award in accordance with SFAS 123(R). All units under the 2005 plan were settled in shares of our common stock during the second quarter 2008. The payout for units granted in 2005 was determined by comparing our growth in “Consolidated EBITDA” (defined as net income, adjusted by (i) adding thereto interest expense, provision for income taxes, depreciation and amortization expense, and other non-cash charges that were deducted in computing net income for the period; (ii) excluding the amount of any extraordinary gains or losses and gains or losses from sales of assets other than inventory in the ordinary course of business; and (iii) subtracting cash payments made during the period with respect to non-cash charges incurred in a previous period) and return on net assets (“RONA”) (defined as net income divided by the sum of net fixed assets plus the difference between current assets and current liabilities) during the performance period to the growth in those measures over the same period experienced by the companies in a peer group selected by us.

In February 2008, the Compensation and Management Development Committee (the “Committee”) of the Board of Directors amended the 2006 and 2007 LTIP plans to take into account the Company’s decision in the fall of 2007 to invest strategic capital in support of its strategic plan. To ensure the interests of management and shareholders remained aligned after the decision to invest strategic capital, the Committee decided in February 2008 to revise the 2006 and 2007 LTIP plans by, among other things, adding a definition for Strategic Project and amending the definitions of Net Assets, RONA and Free Cash Flow. The 2006 and 2007 LTIP Plans were amended as follows:

•  2006 LTIP Plan: The Committee amended the definition of RONA in the 2006 LTIP as follows: “RONA” means the weighted average of the return on Net Assets for the fiscal years during a Measurement Period. This is the quotient of (i) the sum of net income for each fiscal year (or portion thereof) during the Measurement Period divided by (ii) the sum of Average Net Assets for each fiscal year (or portion thereof) during the measurement period. Each of the measures in (i) and (ii) shall be as reported by the entity for the applicable fiscal periods in periodic reports filed with the Securities and Exchange Commission (“SEC”) under the Exchange Act. Net Income will be adjusted by (x) subtracting projected Strategic Project Consolidated EBITDA, offset by the associated interest, depreciation and income taxes. If a Strategic Project generates positive Consolidated EBITDA through July 1 of the year placed in service, the adjustment for (x) above will only be made through July 1 of that year. If a

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Strategic Project first generates positive Consolidated EBITDA after July 1 of the year placed in service, then the adjustment for (x) above will be made through the first anniversary date of the Strategic Project being placed in service. Weighting of the return on Net Assets for the fiscal years during the Measurement Period shall be based upon the Average Net Assets for each fiscal year.

•  2007 LTIP Plan: The Committee amended the definition of “net assets” consistent with the change to the 2006 LTIP Plan to allow for the impact on net assets resulting from the Company’s decision to expend strategic capital. Net Assets is defined in the amended Plan as: “Net Assets” means total assets minus current liabilities, excluding current maturities of long-term debt and capitalized lease obligations and further adjusted by (x) subtracting the additions of Strategic Project PP&E and Strategic Project Working Capital. “Strategic Project” means projects of the following type that have been approved by the Committee: (i) all Strategic Projects identified in the Company’s Five-Year Plan dated October 29, 2007; (ii) new retail store additions; (iii) conversions of current retail stores to a new format; (iv) conversion of current wholesale distribution centers; (v) new wholesale distribution centers or additions thereto; (vi) conversion of current distribution network systems; (vii) conversion of current wholesale or retail pricing and billing systems; (viii) conversion of current wholesale or retail merchandising systems; (ix) conversion of vendor income management systems. If a Strategic Project generates positive Consolidated EBITDA through July 1 of the year placed in service, then the adjustment for (x) above will not be made. If a Strategic Project first generates positive Consolidated EBITDA after July 1 of the year placed in service, then the adjustment for (x) above will be made during that fiscal year only. Net Assets will be further adjusted upward by the amount of any impairment of goodwill that the Company records beginning with the affected year during the Measurement Period. In addition, the Committee amended the definition of “Free Cash Flow” to provide as follows: “Free Cash Flow” means cash provided by operating activities minus additions of property, plant and equipment (“PP&E); and (i) adding back the additions of Strategic Project PP&E; (ii) adding back Strategic Project Working Capital; and (iii) subtracting projected Strategic Project Consolidated EBITDA, offset by the associated cash interest and income taxes. If a Strategic Project generates positive Consolidated EBITDA through July 1 of the year placed in service, the adjustment for (iii) above will only be made through July 1 of that year. If a Strategic Project first generates positive Consolidated EBITDA after July 1 of the year placed in service, then the adjustment for (iii) above will be made through the first anniversary date of the Strategic Project being placed in service.

The Committee made the following additional amendments to those plans at its February 2008 meeting; (1) removing the plan participant’s option to receive payout of the award in cash; instead requiring that all awards be paid in stock; and (2) automatically deferring settlement of stock payouts to senior vice presidents, executive vice presidents and the CEO until 30 days following termination of their employment or until six months after termination of their employment if they are determined to be “specified employees” under 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986. The above modifications resulted in replacement of the previously outstanding liability awards with equity awards as defined by SFAS 123(R). Therefore, the total expense recognized over the remaining service (vesting) period of the awards will equal the grant date fair value times number of shares that ultimately vest. The Company estimates expected forfeitures in determining the compensation expense recorded each period. The Company recorded $0.1 million of incremental compensation cost during fiscal 2008 as a result of modifying the 2006 and 2007 LTIP awards. The incremental compensation cost is attributable to a small increase in the number of units issued as replacement for the original 2006 units due to the effect of a lower market price per share on the calculation of the targeted payout. As of January 3, 2009, the modification of the performance metrics did not impact the expected payout under the 2006 and 2007 plans and therefore had no impact on compensation cost recorded for the LTIP.

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In the first quarter 2008, units were granted pursuant to our 2008 LTIP. Depending on our ranking on compound annual growth rate for Consolidated EBITDA among the companies in the peer group and our free cash flow return on net assets performance against targets established by the Committee for the 2008 awards, a participant could receive a number of shares ranging from zero to 200% of the number of performance units granted. Because these units can only be settled in stock, compensation expense equal to the grant date fair value (for shares expected to vest) is recorded over the three-year vesting period.

We also maintained the 1999 Employee Stock Purchase Plan under which our employees could purchase shares of our common stock at the end of each six-month offering period at a price equal to 85% of the lesser of the fair market value of a share of our common stock at the beginning or end of such offering period. Employees purchased 18,456 and 27,544 in fiscal 2007 and 2006, respectively, under this plan. Compensation expense related to this plan of $0.2 million was recognized in each of fiscal 2007 and 2006. This plan was terminated effective January 1, 2008.

During fiscal 2008, 2007 and 2006, restricted stock units (RSUs) were awarded to certain executives of the Company, including Alec C. Covington, our President and Chief Executive Officer. Awards vest in increments over the term of the grant or cliff vest on the fifth anniversary of the grant date, as designated in the award documents.

On February 27, 2007, Mr. Covington was granted a total of 152,500 RSUs under the Company’s 2000 Stock Incentive Plan. The new RSU grant replaced a previous grant of 100,000 performance units awarded to Mr. Covington when he joined the Company in 2006. The previous 100,000 unit grant has been cancelled. The new grant delivers additional equity in lieu of the cash “tax gross up” payment included in the previous award; therefore no cash outlay will be required by the Company. Vesting of the new RSU grant to Mr. Covington will occur over a four year period, assuming Mr. Covington’s continued employment with Nash Finch. However, Mr. Covington will not receive the stock until six months after the termination of his employment, whenever that may occur. At the date of the modification, the Company deemed it improbable that the performance vesting conditions of the original awards would be achieved and therefore was not accruing compensation expense related to the original grant. Accordingly, the replacement of the previous grant had no immediate financial impact but resulted in incremental compensation cost in periods subsequent the modification due to the expectation that the replacement awards will vest. As of January 3, 2009, the Company has recognized cumulative compensation expense related to the modified awards of $2.6 million versus $1.5 million that would have been recorded for the original awards based on actual and forecast performance relative to the performance vesting conditions. The Company expects to record total compensation $4.7 million for the replacement awards over the 4-year vesting period compared with $2.1 million for the original awards.

On December 17, 2008, in connection with the Company’s announcement of its planned acquisition of certain military distribution assets of GSC Enterprises, Inc. (GSC) as discussed in Note 18 — Subsequent Event — Acquisition , eight executives of the Company were granted a total of 267,345 stock appreciation rights (SARs) with a per share price of $38.44. The SARs are eligible to become vested during the 36 month period commencing on closing of the acquisition of the GSC assets which was January 31, 2009. The SARs will vest on the first business day during the vesting period that follows the date on which the average of the closing prices on NASDAQ for a share of Nash Finch common stock for the previous 90 days is at least $55.00 or a change in control occurs following the six month anniversary of the grant date or termination of the executive’s employment due to death or disability. Upon vesting and exercise, the Company will award the executive a number of shares of restricted stock equal to (a) the product of (i) the number of shares with respect to which the SAR is exercised and (ii) the excess, if any, of (x) the fair market value per share of common stock on the date of exercise over (y) the base price per share relating to such SAR, divided by (b) the fair market value of a share of common stock on the date such SAR is exercised. The restricted stock shall vest on the first anniversary of the date of exercise so long as the executive remains continuously employed with the Company.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value of Stock Appreciation Rights (SARs) is estimated on the date of grant using a modified binomial lattice model which factors in the market and service vesting conditions. The modified binomial lattice model used by the Company incorporates a risk-free interest rate based on the 5-year treasury rate on the date of the grant. The model uses an expected volatility calculated as the daily price variance over 60, 200 and 400 days prior to grant date using the Fair Market Value (average of daily high and low market price of Nash Finch common stock) on each day. Dividend yield utilized in the model is calculated by the Company as the average of the daily yield (as a percent of the Fair Market Value) over 60, 200 and 400 days prior to the grant date. The modified binomial lattice model calculated a fair value of $8.44 per SAR which will be recorded over a derived service period of 3.55 years.

The following assumptions were used to determine the fair value of SARs during fiscal 2008:

Assumptions — SARs Valuation	2008
Weighted-average risk-free interest rate		1.37	%
Expected dividend yield		1.86	%
Expected volatility		35	%
Exercise price	$	38.44
Market vesting price (90 day average)	$	55.00
Contractual term		5.1 years

Share-based compensation recognized under SFAS 123R for the year ended January 3, 2009, was $8.8 million. Share-based compensation was $7.8 million during 2007 and $1.2 million in fiscal 2006 (excluding the cumulative effect of the accounting change.) Share-based compensation amounts are included in selling, general & administrative expense lines of our consolidated statements of income.

The following tables summarize activity in our share-based compensation plans during the fiscal year ended January 3, 2009:

											Weighted
				Weighted				Restricted			Average
				Average				Stock			Remaining
	Stock			Option				Awards/			Restriction/
	Option			Price per		Intrinsic		Peformance			Vesting Period
	Shares			Share		Value		Units			(in years)
	(In thousands, except per share amounts)
Outstanding at December 29, 2007		35.1		$	25.85				907.0			1.9
Granted		—							403.1
Exercised/restrictions lapsed*		(15.5	)						(98.2	)
Forfeited/cancelled		(1.6	)						(285.9	)
Outstanding at January 3, 2009		18.0			30.56	$	276.9		926.0			1.3
Shares expected to vest		18.0		$	30.56	$	—		840.3			1.8
Exercisable/unrestricted at December 29, 2007		28.1		$	25.40				168.3
Exercisable/unrestricted at January 3, 2009		18.0		$	30.56	$	276.9		300.5

* The “exercised/restrictions lapsed” amount above under Restricted Stock Awards/Performance Units excludes 82,433 RSUs held by Alec Covington and 25,952 RSUs held by Robert Dimond that vested during

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NASH FINCH COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

fiscal 2008, respectively. Mr. Covington and Mr. Dimond elected to defer the shares until after their employment with the Company ends.

			Weighted
	Stock		Average
	Appreciation		Base/Exercise
	Rights		Price Per SAR
	(In thousands, except per
	share amounts)
Outstanding at December 29, 2007		—
Granted		267.3	$	38.44
Exercised/restrictions lapsed		—
Forfeited/cancelled		—
Outstanding at January 3, 2009		267.3		38.44
Shares expected to vest		240.6		38.44
Exercisable/unrestricted at December 29, 2007		—
Exercisable/unrestricted at January 3, 2009		—

The weighted-average grant-date fair value of equity based restricted stock/performance units granted was $37.35, $32.86 and $23.57 during fiscal years 2008, 2007 and 2006, respectively. The weighted-average grant-date fair value of equity based SARs granted during 2008 was $8.44 per SAR.

The following tables present the non-vested equity awards, including options, restricted stock/performance units including LTIP, and stock appreciation rights.

				Weighted		Restricted
				Average		Stock Awards/
				Fair		Performance			Weighted
	Stock			Value at		Units			Average Fair
	Option			Date of		(including			Value at Date
	Shares			Grant		LTIP)			of Grant
	(In thousands, except per share amounts)
Non-vested at December 29, 2007		7.0		$	11.11		505.4		$	28.86
Granted**		—			—		403.1			37.35
Vested/restrictions lapsed		(5.3	)		12.35		(230.4	)		33.38
Forfeited/cancelled		(1.7	)		7.10		(52.6	)		35.76
Non-vested at January 3, 2009		—		$	—		625.5		$	32.24

** The December 29, 2007 balance above for “Restricted Stock Awards/Performance Units (including LTIP)” and the “Forfeited/cancelled” amount excludes 233,271 units that were classified as liability awards at 12/29/2007 that were replaced with equity awards during 2008. The replacement awards are included in the “Granted” amount to arrive at the final non-vested balance outstanding as of January 3, 2009.

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			Weighted
	Stock		Average Fair
	Appreciation		Value at Date
	Rights		of Grant
	(In thousands, except per
	share amounts)
Non-vested at December 29, 2007		—	$	—
Granted		267.3		8.44
Vested/restrictions lapsed		—		—
Forfeited/cancelled		—		—
Non-vested at January 3, 2009		267.3	$	8.44

The total grant date fair value of stock options that vested during the year was $0.1 million, $0.1 million and $0.3 million for fiscal 2008, 2007 and 2006, respectively. The total grant date fair value for all other share-based awards that vested during the year was $6.7 million, $1.7 million and $1.1 million for fiscal 2008, 2007 and 2006, respectively. As of January 3, 2009, the total unrecognized compensation costs related to non-vested share-based compensation arrangements under our stock-based compensation plans was nil for stock options, $13.0 million for performance units and $2.3 million for stock appreciation rights. The costs are expected to be recognized over a weighted-average period of 1.9 years for the restricted stock and performance units and 3.5 years for stock appreciation rights.

Cash received from employees’ resultant from our share-based compensation plans was $0.6 million, $2.5 million and $1.2 million for the fiscal 2008, 2007 and 2006, respectively. The actual tax benefit realized for the tax deductions from share-based compensation plans was $0.7 million, $1.0 million and $0.1 million for the fiscal years 2008, 2007 and 2006, respectively. The intrinsic value of stock options exercised was $0.3 million in 2008, $1.1 million in 2007 and $0.2 million in 2006. The value of share-based liability awards paid during 2008 was $0.8 million related to settlement of units outstanding for 2005 LTIP grants. No liability awards were settled during fiscal 2007 or 2006.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(10)   Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share for continuing operations:

	2008		2007		2006
	(In thousands, except per
	share amounts)
Numerator:
Earnings (loss) from continuing operations	$	36,160	$	38,780	$	(23,328	)
Denominator:
Denominator for basic earnings per share (weighted- average shares)		12,886		13,479		13,382
Effect of dilutive options and awards		275		163		—
Denominator for diluted earnings per share (adjusted weighted-average shares)		13,161		13,642		13,382
Basic earnings (loss) per share from continuing operations	$	2.81	$	2.88	$	(1.74	)
Diluted earnings (loss) per share from continuing operations	$	2.75	$	2.84	$	(1.74	)
Weighted-average anti-dilutive options excluded from calculation		—		23		205

Certain options were excluded from the diluted earnings per share calculation because the exercise price was greater than the market price of the stock or there was a loss from continuing operations and would have been anti-dilutive under the treasury stock method.

The senior subordinated convertible notes due 2035 will be convertible at the option of the holder, only upon the occurrence of certain events, at an adjusted conversion rate of 9.4164 shares (initially 9.3120) of our common stock per $1,000 principal amount at maturity of the notes (equal to an adjusted conversion price of approximately $49.50 per share). Upon conversion, we will pay the holder the conversion value in cash up to the accreted principal amount of the note and the excess conversion value, if any, in cash, stock or both, at our option.

Therefore, the notes are not currently dilutive to earnings per share as they are only dilutive above the accreted value.

Performance units granted during 2005 under the 2000 Plan for the LTIP were payable in shares of Nash Finch common stock or cash, or a combination of both, at the election of the participant. No recipients notified the Company by the required notification date for the 2005 awards that they wished to be paid in cash. Therefore, all units under the 2005 plan were settled in shares of common stock during fiscal 2008. Other performance and RSUs granted during 2006, 2007 and 2008 pursuant to the 2000 Plan will pay out in shares of Nash Finch common stock. Unvested RSUs are not included in basic earnings per share until vested. All shares of time-restricted stock are included in diluted earnings per share using the treasury stock method, if dilutive. Performance units granted for the LTIP are only issuable if certain performance criteria are met, making these shares contingently issuable under SFAS No. 128, “Earnings per Share.” Therefore, the performance units are included in diluted earnings per share at the payout percentage based on performance criteria results as of the end of the respective reporting period and then accounted for using the treasury stock method, if dilutive. For fiscal 2008, approximately 121,000 shares related to the LTIP and 150,000 shares related to RSUs were included under “effect of dilutive options and awards” in the calculation of diluted EPS.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(11)   Leases

A substantial portion of our store and warehouse properties are leased. The following table summarizes assets under capitalized leases:

	2008			2007
	(In thousands)
Building and improvements	$	30,819		$	30,819
Less accumulated amortization		(24,851	)		(23,884	)
Net assets under capitalized leases	$	5,968		$	6,935

Total future minimum sublease rents receivable related to operating and capital lease obligations as of January 3, 2009, are $30.7 million and $9.4 million, respectively. Future minimum payments for operating and capital leases have not been reduced by minimum sublease rentals receivable under non-cancelable subleases. At January 3, 2009, our future minimum rental payments under non-cancelable leases (including properties that have been subleased) are as follows:

	Operating		Capital
	Leases		Leases
	(In thousands)
2009	$	21,514	$	6,348
2010		17,873		6,201
2011		14,245		4,878
2012		12,502		4,703
2013		7,811		4,097
Thereafter		23,262		21,003
Total minimum lease payments	$	97,207	$	47,230
Less imputed interest (rates ranging from 8.3% to 24.6)%				18,542
Present value of net minimum lease payments				28,688
Less current maturities				(3,436	)
Capitalized lease obligations			$	25,252

Total rental expense under operating leases for fiscal 2008, 2007 and 2006 were as follows:

	2008			2007			2006
	(In thousands)
Total rentals	$	40,822		$	40,457		$	43,612
Less: real estate taxes, insurance and other occupancy costs		(3,614	)		(3,206	)		(2,906	)
Minimum rentals		37,208			37,251			40,706
Contingent rentals		(108	)		(19	)		(18	)
Sublease rentals		(8,611	)		(10,061	)		(10,789	)
	$	28,489		$	27,171		$	29,899

Most of our leases provide that we must pay real estate taxes, insurance and other occupancy costs applicable to the leased premises. Contingent rentals are determined on the basis of a percentage of sales in excess of stipulated minimums for certain store facilities. Operating leases often contain renewal options. In those locations in which it makes economic sense to continue to operate, management expects that, in the normal course of business, leases that expire will be renewed or replaced by other leases.

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(12)   Concentration of Credit Risk

We provide financial assistance in the form of loans to some of our independent retailers for inventories, store fixtures and equipment and store improvements. Loans are generally secured by liens on real estate, inventory and/or equipment, personal guarantees and other types of collateral, and are generally repayable over a period of five to seven years. We establish allowances for doubtful accounts based upon periodic assessments of the credit risk of specific customers, collateral value, historical trends and other information. We believe that adequate provisions have been recorded for any doubtful accounts. In addition, we may guarantee debt and lease obligations of retailers. In the event these retailers are unable to meet their debt service payments or otherwise experience an event of default, we would be unconditionally liable for the outstanding balance of their debt and lease obligations, which would be due in accordance with the underlying agreements.

As of January 3, 2009, we have guaranteed outstanding debt and lease obligations of a number of retailers in the amount of $15.1 million. In the normal course of business, we also sublease and assign to third parties various leases. As of January 3, 2009, we estimate that the present value of our maximum potential obligation, net of reserves, with respect to the subleases to be approximately $26.2 million and assigned leases to be approximately $10.1 million.

During fiscal 2008 and 2007, we entered into loan and lease guarantees on behalf of certain food distribution customers that are accounted for under Financial Accounting Standards Board (FASB) Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). FIN 45 provides that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value of the obligation it assumes under that guarantee. The maximum undiscounted payments we would be required to make in the event of default under the guarantees is $11.5 million, which is included in the $15.1 million total referenced above. These guarantees are secured by certain business assets and personal guarantees of the respective customers. We believe these customers will be able to perform under the lease agreements and that no payments will be required and no loss will be incurred under the guarantees. As required by FIN 45, a liability representing the fair value of the obligations assumed under the guarantees of $1.3 million is included in the accompanying consolidated financial statements for the guarantees entered into during 2008 and 2007.

(13)   Fair Value of Financial Instruments

The estimated fair value of notes receivable approximates the carrying value at January 3, 2009 and December 29, 2007. Substantially all notes receivable are based on floating interest rates which adjust to changes in market rates.

The estimated fair value of our long-term debt, including current maturities, was $246.2 million and $276.8 million at January 3, 2009 and December 29, 2007, respectively, utilizing discounted cash flows.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about instruments recorded at fair value. It also applies under other accounting pronouncements that require or permit fair value measurements. Effective January 1, 2008, we adopted the provisions of SFAS 157 related to financial assets and liabilities recognized or disclosed on a recurring basis.

The fair value hierarchy for disclosure of fair value measurements under SFAS 157 is as follows:

Level 1:  Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2:  Quoted prices, other than quoted prices included in Level 1, that are observable for the assets or liabilities, either directly or indirectly.

Level 3:  Inputs that are unobservable for the assets or liabilities.

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Our outstanding interest rate swap agreements are classified within level 2 of the valuation hierarchy as readily observable market parameters are available to use as the basis of the fair value measurement. As of January 3, 2009, we have recorded a fair value liability of $1.9 million in relation to our outstanding interest rate swap agreements.

(14)   Commitments and Contingencies

Roundy’s Supermarkets, Inc. v. Nash Finch

On February 11, 2008, Roundy’s Supermarkets, Inc. (“Roundy’s) filed suit against us claiming we breached the Asset Purchase Agreement (“APA”), entered into in connection with our acquisition of certain distribution centers and other assets from Roundy’s, by not paying approximately $7.9 million that Roundy’s claims is due under the APA as a purchase price adjustment. We answered the complaint denying any payment was due to Roundy’s and asserted counterclaims against Roundy’s for, among other things, breach of contract, misrepresentation, and breach of the duty of good faith and fair dealing. In our counterclaim we demand damages from Roundy’s in excess of $18.0 million.

On or about March 25, 2008, Roundy’s filed a motion for judgment on the pleadings with respect to some, but not all, of the claims, asserted in our counterclaim. On May 27, 2008, we filed an amended counterclaim which rendered Roundy’s motion moot. The amended counterclaim asserts claims against Roundy’s for, among other things, breach of contract, fraud, and breach of the duty of good faith and fair dealing. Our counterclaim demands damages from Roundy’s in excess of $18.0 million. Roundy’s filed an answer to the counterclaims denying liability, and subsequently moved to dismiss our counterclaims. The Court denied the motion in part and granted the motion in part. We intend to vigorously defend against Roundy’s complaint and to vigorously prosecute our claims against it.

Due to uncertainties in the litigation process, the Company is unable to estimate with certainty the financial impact or outcome of this lawsuit.

Other

We are also engaged from time-to-time in routine legal proceedings incidental to our business. We do not believe that these routine legal proceedings, taken as a whole, will have a material impact on our business or financial condition.

(15)   Long-Term Compensation Plans

We have a profit sharing plan which includes a 401(k) feature, covering substantially all employees meeting specified requirements. Profit sharing contributions, determined by the Board of Directors, are made to a noncontributory profit sharing trust based on profit performance. Effective January 1, 2003, we added a match to the 401(k) feature of this plan, which was subsequently amended effective January 1, 2008, whereby we will make an annual matching contribution to each participant’s plan account. The annual matching contribution provides that we will match 100% of the participant’s contributions up to 3% of the participant’s eligible compensation for the year. In the event the participant’s contributions exceed 3% of their eligible compensation for the year, we will match 50% of the next 2% of the participant’s eligible compensation for the year. The contribution expense for our matching contributions to the 401(k) plan will reduce dollar for dollar the profit sharing contributions that would otherwise be made to the profit sharing plan. Total profit sharing expense (including the matching contribution) was $7.9 million, $6.1 million and $2.8 million for fiscal 2008, 2007 and 2006, respectively.

On January 1, 2000, we adopted a Supplemental Executive Retirement Plan (“SERP”) for key employees and executive officers. On the last day of the calendar year, each participant’s SERP account is credited with an amount equal to 20% of the participant’s base salary for the year. Benefits payable under the SERP

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typically vest based on years of participation in the SERP, ranging from 0% vested for less than five years of participation to 100% vested at 10 years’ participation (or age 60 if that occurs sooner). Amounts credited to a SERP account, plus earnings, are distributed following the executive’s termination of employment. Earnings are based on the quarterly equivalent of the average of the annual yield set forth for each month during the quarter in the Moody’s Corporate Bond Yield Averages. In February 2007, our Board of Directors fully vested the SERP account of Alec C. Covington, our President and Chief Executive Officer. Compensation expense related to the plan was $0.8 million in fiscal 2008, $0.7 million in fiscal 2007 and $0.5 million in fiscal 2006.

We also have deferred compensation plans for a select group of management or highly compensated employees and for non-employee directors. The plans are unfunded and permit participants to defer receipt of a portion of their base salary, annual bonus or long-term incentive compensation in the case of employees, or cash compensation in the case of non-employee directors, which would otherwise be paid to them. The deferred amounts, plus earnings, are distributed following the executive’s termination of employment or the director’s termination of service on the Board. Earnings are based on the performance of phantom investments elected by the participant from a portfolio of investment options. Under the plans available to non-employee directors, the investment options include share units that correspond to shares of our common stock.

During fiscal 2004, we created and funded a benefits protection trust to invest amounts deferred under these plans. The trust is a grantor trust and accounted for in accordance with Emerging Issues Task Force Issue No. 97-14, “Accounting for Deferred Compensation Arrangements Where Amounts Earned are Held in a Rabbi Trust and Invested.” A benefits protection or rabbi trust holds assets that would be available to pay benefits under a deferred compensation plan if the settler of the trust, such as us, is unwilling to pay benefits for any reason other than bankruptcy or insolvency. The rabbi trust now holds corporate-owned life insurance which is intended to fund potential future obligations. Assets in the trust remain subject to the claims of our general creditors, and the investment in the rabbi trust is classified in “other assets” on our consolidated balance sheets.

(16)   Pension and Other Post-retirement Benefits

One of our subsidiaries has a qualified non-contributory retirement plan to provide retirement income for certain eligible full-time employees who are not covered by a union retirement plan. Pension benefits under the plan are based on length of service and compensation. Our subsidiary contributes amounts necessary to meet minimum funding requirements. This plan has been curtailed and no new employees can enter the plan.

We provide certain health care benefits for retired employees not subject to collective bargaining agreements. Such benefits are not provided to any employee who left us after December 31, 2003. Employees who left us on or before that date become eligible for those benefits when they reach early retirement age if they have met minimum age and service requirements. Effective December 31, 2006, we terminated these health care benefits for retired employees and their spouses or dependents that were eligible for coverage under Medicare. We provide coverage to retired employees and their spouses until the end of the month in which they become eligible for Medicare (which generally is age 65). Health care benefits for retirees are provided under a self-insured program administered by an insurance company.

Adoption of SFAS 158

On December 30, 2006, we adopted the recognition and disclosure provisions of Statement of Financial Accounting Standards No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (SFAS 158). SFAS 158 required us to recognize the funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of our pension plan and other post-retirement benefits in the December 30, 2006, statement of financial position, with a corresponding adjustment to accumulated other comprehensive income, net of tax. The adjustment to accumulated other comprehensive income at adoption represents the net unrecognized

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actuarial losses, unrecognized prior service costs, and unrecognized transition obligation remaining from the initial adoption of Statement of Financial Accounting Standards No. 87, “Employer’s Accounting for Pensions,” (SFAS 87) all of which were previously netted against the plan’s funded status in our statement of financial position pursuant to the provisions of SFAS 87. These amounts will be subsequently recognized as net periodic benefit cost pursuant to our historical accounting policy for amortizing such amounts. Further, actuarial gains and losses that arise in subsequent periods and are not recognized as net periodic benefit cost in the same periods will be recognized as a component of other comprehensive income. Those amounts will be subsequently recognized as a component of net periodic benefit cost on the same basis as the amounts recognized in accumulated other comprehensive income at the adoption of SFAS 158.

Accumulated other comprehensive income at January 3, 2009, consists of the following amounts that have not yet been recognized in net periodic benefit cost:

				Other Post-
				Retirement
	Pension			Benefits			Total
	(In thousands)
Unrecognized prior service credits	$	—		$	(133	)	$	(133	)
Unrecognized actuarial losses (gains)		16,190			(137	)		16,053
Unrecognized net periodic benefit cost		16,190			(270	)		15,920
Less deferred taxes		(6,314	)		105			(6,209	)
Total	$	9,876		$	(165	)	$	9,711

Accumulated other comprehensive income at December 29, 2007, consisted of the following amounts that had not yet been recognized in net periodic benefit cost:

				Other Post-
				Retirement
	Pension			Benefits			Total
	(In thousands)
Unrecognized prior service credits	$	(2	)	$	(778	)	$	(780	)
Unrecognized actuarial losses (gains)		9,243			(115	)		9,128
Unrecognized net periodic benefit cost		9,241			(893	)		8,348
Less deferred taxes		(3,604	)		348			(3,256	)
Unrecognized net periodic benefit cost	$	5,637		$	(545	)	$	5,092

The prior service costs (credits) and actuarial losses (gains) included in other comprehensive income and expected to be recognized in net periodic cost during the fiscal year ended January 2, 2010 are as follows:

			Other Post-
			Retirement
	Pension		Benefits
	(In thousands)
Unrecognized prior service (credits)	$	—	$	(82	)
Unrecognized actuarial losses (gains)		1,370		(5	)
Total	$	1,370	$	(87	)

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Funded Status

The following table sets forth the actuarial present value of benefit obligations and funded status of the curtailed pension plan and curtailed post-retirement benefits for the years ended.

	Pension Benefits						Other Post-Retirement Benefits
	2008			2007			2008			2007
	(In thousands)
Funded Status
Projected benefit obligation
Beginning of year	$	(39,037	)	$	(40,351	)	$	(894	)	$	(1,164	)
Interest cost		(2,252	)		(2,340	)		(46	)		(56	)
Participant contributions		—			—			(86	)		(134	)
Plan amendments		—			—			—			—
Actuarial gain		(485	)		529			25			110
Benefits paid		3,210			3,125			156			350
End of year		(38,564	)		(39,037	)		(845	)		(894	)
Fair value of plan assets
Beginning of year		35,380			34,877			—			—
Actual return on plan assets		(4,590	)		2,017			—			—
Employer contributions		1,079			1,612			70			216
Participant contributions		—			—			86			134
Benefits paid		(3,210	)		(3,126	)		(156	)		(350	)
End of year		28,659			35,380			—			—
Funded status		(9,905	)		(3,657	)		(845	)		(894	)
Accumulated benefit obligation	$	(38,564	)	$	(39,037	)	$	(845	)	$	(894	)

Amounts recognized in the consolidated balance sheets consist of:

	Pension Benefits						Other Benefits
	2008			2007			2008			2007
	(In thousands)
Current liabilities	$	—		$	—		$	(160	)	$	(179	)
Non-current liabilities		(9,905	)		(3,657	)		(685	)		(715	)
Deferred taxes		6,314			3,604			(105	)		(349	)
Accumulated other comprehensive income (loss)		9,876			5,637			(165	)		(545	)
Net amount recognized	$	6,285		$	5,584		$	(1,115	)	$	(1,788	)

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Components of net periodic benefit cost (income)

The aggregate costs for our retirement benefits included the following components:

	Pension Benefits									Other Benefits
	2008			2007			2006			2008			2007			2006
	(In thousands)
Interest cost	$	2,252		$	2,340		$	2,267		$	47		$	56		$	70
Expected return on plan assets		(2,410	)		(2,307	)		(2,347	)		—			—			—
Amortization of prior service cost		(2	)		(15	)		(15	)		(645	)		(645	)		(593	)
Recognized actuarial loss (gain)		539			237			307			(2	)		(7	)		(4	)
Net periodic benefit cost (gain)	$	379		$	255		$	212		$	(600	)	$	(596	)	$	(527	)

Assumptions

Weighted-average assumptions used to determine benefit obligations at January 3, 2009 and December 29, 2007:

	Pension Benefits						Other Benefits
	2008			2007			2008			2007
Discount rate		6.30	%		6.00	%		6.30	%		6.00	%
Rate of compensation increase		N/A			N/A			N/A			N/A

Weighted-average assumptions used to determine net periodic benefit cost for years ended January 3, 2009 and December 29, 2007:

	Pension Benefits						Other Benefits
	2008			2007			2008			2007
Discount rate		6.0	%		6.0	%		6.0	%		6.0	%
Expected return on plan assets		7.0	%		7.0	%		N/A			N/A
Rate of compensation increase		N/A			N/A			N/A			N/A

Assumed health care cost trend rates were as follows:

	January 3,			December 29,
	2009			2007
Current year trend rate		10.00	%		8.00	%
Ultimate year trend rate		5.00	%		5.00	%
Year of ultimate trend rate		2014			2011

Assumed health care cost trend rates have an effect on the fiscal 2008 amounts reported for the health care plans. A one-percentage point change in assumed health care cost trend rates would have the following effects (in thousands):

	1%		1%
	Increase		Decrease
Effect on total of service and interest cost components	$	1	$	(1	)
Effect on post-retirement benefit obligation		9		(8	)

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In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) became law in the United States. The Act introduces a prescription drug benefit under Medicare as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least “actuarially equivalent” to Medicare. We believe that our postretirement benefit plan is not actuarially equivalent to Medicare Part D under the Act and consequently will not receive significant subsidies under the Act.

Pension Plan Investment Policy, Strategy and Assets

Our investment policy is to invest in equity, fixed income and other securities to cover cash flow requirements of the plan and minimize long-term costs. The targeted allocation of assets is 30% Equity securities and 70% debt securities. The pension plan’s weighted-average asset allocation by asset category is as follows:

	January 3,			December 29,
	2009			2007
Equity securities		27	%		39	%
Debt securities		18	%		15	%
Guaranteed investment contract		55	%		46	%
Cash		0	%		0	%

Estimated Future Benefits Payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows:

	Pension		Other
Year	Benefits		Benefits
2009	$	3,123	$	160
2010		2,956		114
2011		2,737		119
2012		2,666		103
2013		2,688		93
2014 or later		13,989		232
	$	28,159	$	821

Expected Long-Term Rate of Return

The expected return assumption was based on asset allocations and the expected return and risk components of the various asset classes in the portfolio. This assumption is assumed to be reasonable over a long-term period that is consistent with the liabilities. Management has reviewed these assumptions and takes responsibility for the valuation of pension assets and obligations.

Employer Contributions

Pension Plan

We anticipate making contributions of $3.6 million during the measurement year ending December 31, 2009.

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Multi-Employer Plans

Approximately 5.5% of our employees are covered by collectively-bargained pension plans. Contributions are determined in accordance with the provisions of negotiated union contracts and are generally based on the number of hours worked. We do not have the information available to reasonably estimate our share of the accumulated plan benefits or net assets available for benefits under the multi-employer plans. Amounts contributed to those plans were $3.4 million in each of fiscal 2008, 2007 and 2006.

(17)   Segment Information

We sell and distribute products that are typically found in supermarkets. We have three reportable operating segments. Our food distribution segment consists of 16 distribution centers that sell to independently operated retail food stores and other customers. The military segment consists primarily of two distribution centers that distribute products exclusively to military commissaries and exchanges. The retail segment consists of corporate-owned stores that sell directly to the consumer.

We evaluate segment performance and allocate resources based on profit or loss before income taxes, general corporate overhead, interest and restructuring charges. The accounting policies of the reportable segments are the same as those described in the summary of accounting policies except we account for inventory on a FIFO basis at the segment level compared to a LIFO basis at the consolidated level.

Inter-segment sales are recorded on a market price-plus-fee and freight basis. For segment financial reporting purposes, a portion of the operational profits recorded at our distribution centers related to corporate- owned stores is allocated to the retail segment. Certain revenues and costs from our distribution centers are specifically identifiable to either the independent or corporate-owned stores that they serve. The revenues and costs that are specifically identifiable to corporate-owned stores are allocated to the retail segment. Those that are specifically identifiable to independent customers are recorded in the food distribution segment. The remaining revenues and costs that are not specifically identifiable to either the independent or corporate-owned stores are allocated to the retail segment as a percentage of corporate-owned store distribution sales to total distribution center sales. For fiscal 2008, 18% of such warehouse operational profits were allocated to the retail operations compared to 19% and 23% in fiscal 2007 and 2006, respectively.

Major Segments of the Business
Year End January 3, 2009
(In thousands)

	Food
	Distribution			Military		Retail		Total
Revenue from external customers	$	2,740,462		$	1,360,741	$	602,457	$	4,703,660
Inter-segment revenue		307,591			—		—		307,591
Interest revenue		(8	)		—		—		(8	)
Interest expense (including capitalized lease interest)		(7	)		—		3,278		3,271
Depreciation expense		9,359			2,039		6,769		18,167
Segment profit		100,275			49,125		21,335		170,735
Assets		451,222			150,151		99,128		700,501
Expenditures for long-lived assets		6,131			3,395		12,835		22,361

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Major Segments of the Business
Year End December 29, 2007
(In thousands)

	Food
	Distribution			Military		Retail		Total
Revenue from external customers	$	2,693,346		$	1,247,591	$	591,698	$	4,532,635
Inter-segment revenue		300,290			—		—		300,290
Interest revenue		(17	)		—		—		(17	)
Interest expense (including capitalized lease interest)		(17	)		—		2,849		2,832
Depreciation expense		10,342			1,924		6,060		18,326
Segment profit		91,920			42,115		18,637		152,672
Assets		424,849			155,474		89,155		669,478
Expenditures for long-lived assets		3,647			3,078		3,191		9,916

Major Segments of the Business
Year End December 30, 2006
(In thousands)

	Food
	Distribution			Military		Retail		Total
Revenue from external customers	$	2,787,669		$	1,195,041	$	648,919	$	4,631,629
Inter-segment revenue		332,067			—		—		332,067
Interest revenue		(53	)		—		—		(53	)
Interest expense (including capitalized lease interest)		(51	)		—		2,840		2,789
Depreciation expense		10,966			1,876		6,915		19,757
Segment profit		75,790			40,526		20,813		137,129
Assets		412,062			143,214		98,821		654,097
Expenditures for long-lived assets		9,097			4,091		3,034		16,222

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Reconciliation (In thousands)

	2008			2007			2006
Revenues
Total external revenue for segments	$	4,703,660		$	4,532,635		$	4,631,629
Inter-segment revenue from reportable segments		307,591			300,290			332,067
Elimination of inter-segment revenues		(307,591	)		(300,290	)		(332,067	)
Total consolidated revenues	$	4,703,660		$	4,532,635		$	4,631,629
Profit (Loss)
Total profit for segments	$	170,735		$	152,672		$	137,129
Unallocated amounts:
Adjustment of inventory to LIFO		(19,740	)		(5,092	)		(2,630	)
Unallocated corporate overhead		(92,261	)		(91,340	)		(119,320	)
Goodwill impairment		—			—			(26,419	)
Special charge		—			1,282			(6,253	)
Income (Loss) from continuing operations before income taxes	$	58,734		$	57,522		$	(17,493	)
Assets
Total assets for segments	$	700,501		$	669,478		$	654,097
Unallocated corporate assets		331,186			338,860			352,064
Adjustment of inventory to LIFO		(76,110	)		(56,369	)		(51,278	)
Elimination of intercompany receivables		(625	)		(587	)		(580	)
Total consolidated assets	$	954,952		$	951,382		$	954,303

Other Significant Items-2008 (In thousands)

	Segment		Reconciling		Consolidated
	Totals		Items		Totals
Depreciation and amortization	$	18,167	$	20,262	$	38,429
Interest expense		3,271		18,252		21,523
Expenditures for long-lived assets		22,361		9,594		31,955

Other Significant Items-2007 (In thousands)

	Segment		Reconciling		Consolidated
	Totals		Items		Totals
Depreciation and amortization	$	18,326	$	20,556	$	38,882
Interest expense		2,832		20,749		23,581
Expenditures for long-lived assets		9,916		11,503		21,419

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Other Significant Items-2006 (In thousands)

	Segment		Reconciling		Consolidated
	Totals		Items		Totals
Depreciation and amortization	$	19,757	$	21,694	$	41,451
Interest expense		2,789		23,855		26,644
Expenditures for long-lived assets		16,222		11,247		27,469

The reconciling items to adjust expenditures for depreciation, interest expense and expenditures for long-lived assets are for unallocated general corporate activities. All revenues are attributed to and all assets are held in the United States. Our market areas are in the Midwest, Mid-Atlantic, Great Lakes and Southeast United States.

(18)   Subsequent Event — Acquisition

On January 31, 2009, the Company completed the purchase from GSC Enterprises, Inc., of substantially all of the assets relating to three wholesale food distribution centers located in San Antonio, Texas, Pensacola, Florida and Junction City, Kansas serving military commissaries and exchanges, the business conducted by GSC Enterprises out of those distribution centers involving the customers of the three purchased distribution centers, any inventory at the purchased facilities and all customer contracts related to the purchased facilities. The Company also assumed certain trade payables, accrued expenses and receivables associated with the assets being acquired.

The aggregate purchase price paid was approximately $78.0 million in cash, and is subject to customary post-closing adjustments based upon changes in the working capital of the purchased businesses through the closing date.

The three distribution centers represent approximately $768.8 million in annual food distribution sales. No facility closures are expected given the strategic fit of these distribution centers into the Company’s network.

The acquisition funded by the Company’s asset-backed credit agreement, the aggregate commitments under which were increased by an amount equal to $40.0 million.

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NASH FINCH COMPANY AND SUBSIDIARIES

Quarterly Financial Information (Unaudited)

(In thousands, except per share amounts and percent to sales)

	First Quarter						Second Quarter						Third Quarter						Fourth Quarter
	12 Weeks						12 Weeks						16 Weeks						13 Weeks			12 Weeks
	2008			2007			2008			2007			2008			2007			2008			2007
Sales	$	1,021,910		$	1,032,243		$	1,042,388		$	1,063,974		$	1,436,490		$	1,367,116		$	1,202,872		$	1,069,302
Cost of sales		929,296			941,522			948,100			967,892			1,314,325			1,245,731			1,104,990			979,836
Gross profit		92,614			90,721			94,288			96,082			122,165			121,385			97,882			89,466
Earnings from continuing operations before income taxes		17,364			9,485			14,946			17,304			14,520			18,237			11,904			12,496
Income tax expense		6,087			4,197			4,838			7,697			5,926			2,832			5,723			4,016
Net earnings		11,277			5,288			10,108			9,607			8,594			15,405			6,181			8,480
Net earnings as percentage of sales		1.10	%		0.51	%		0.97	%		0.90	%		0.60	%		1.13	%		0.51	%		0.79	%
Basic earnings per share	$	0.87		$	0.39		$	0.79		$	0.71		$	0.67		$	1.14		$	0.48		$	0.63
Diluted earnings per share	$	0.85		$	0.39		$	0.77		$	0.70		$	0.65		$	1.12		$	0.47		$	0.62

Significant items by quarter include the following:

1.	Reversal of $4.9 million of previously established tax reserves during third quarter of 2007.
2.	Retail store impairments and lease reserve charges of $0.1 million, $1.1 million, $1.3 million and $0.1 million in the first, second, third and fourth quarters, respectively, of 2007.
3.	Net decrease in special charges of $1.3 million in the second quarter of 2007.
4.	Inventory markdown and wind down costs related to retail store closings and retail markdown adjustments of $0.5 million and $2.6 million in the third and fourth quarter, respectively, of 2007.
5.	Gain on sales of assets of $0.7 million in the second quarter of 2007.
6.	Year-over-year increase in non-cash LIFO charges of $0.3 million, $1.6 million, $7.3 million and $5.5 million in the first, second, third and fourth quarters, respectively, of 2008.
7.	Reversal of bad debt and lease reserves related to food distribution customers of $3.0 million and $0.3 million in the first and fourth quarters, respectively, of 2008.
8.	Gain on the sale of intangible assets of $0.2 million and $0.4 million in the first and third quarters, respectively, of 2008.
9.	Inventory markdown and wind down costs related to retail store closings and retail markdown adjustments of $0.1 million in the first quarter of 2008.
10.	Retail store impairments and lease reserves of $0.3 million, $0.3 million and $0.6 million in the first, second and third quarters, respectively, of 2008.
11.	Write-off of deferred financing costs of $1.0 million in the second quarter of 2008.
12.	Acquisition costs of $0.5 million in the fourth quarter of 2008.

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ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A.   CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s Annual Report On Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 3, 2009. In conducting its evaluation, our management used the criteria set forth by the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management believes our internal control over financial reporting was effective as of January 3, 2009.

Our internal control over financial reporting as of January 3, 2009 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their below included report.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Nash-Finch Company

We have audited Nash-Finch Company’s internal control over financial reporting as of January 3, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Nash-Finch Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report On Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Nash-Finch Company maintained, in all material respects, effective internal control over financial reporting as of January 3, 2009, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Nash-Finch Company and subsidiaries as of January 3, 2009, and December 29, 2007, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended January 3, 2009 and our report dated March 11, 2009 expressed an unqualified opinion thereon.

/s/  Ernst & Young LLP

Minneapolis, Minnesota

March 11, 2009

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ITEM 9B.   OTHER INFORMATION

Not applicable.

PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE

In addition to the information set forth under the caption “Executive Officers of the Registrant” in Part I of this Annual Report on Form 10-K, the information required by this item is incorporated by reference to the sections titled “Proposal Number 3: Election of Directors — Information About Directors and Nominees,” “Proposal Number 3: Election of Directors — Information About the Board of Directors and Its Committees,” “Corporate Governance — Governance Guidelines,” “Corporate Governance — Director Candidates” and “Section 16(a) Beneficial Ownership Reporting Compliance” of our 2009 Proxy Statement.

ITEM 11.   EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the sections titled “Proposal Number 3: Election of Directors — Compensation of Directors,” “Proposal Number 3: Election of Directors — Compensation and Management Development Committee Interlocks and Insider Participation” and “Executive Compensation and Other Benefits” of our 2009 Proxy Statement.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table provides information about Nash Finch common stock that may be issued upon the exercise of stock options, the payout of share units or performance units, or the granting of other awards under all of Nash Finch’s equity compensation plans in effect as of January 3, 2009:

Equity Compensation Plan Information

							Number of Securities
	Number of Securities to						Remaining Available for
	be Issued Upon			Weighted-Average			Future Issuance Under Equity
	Exercise of			Exercise Price of			Compensation Plans
	Outstanding Options,			Outstanding Options,			(Excluding Securities
	Warrants and Rights			Warrants and Rights			Reflected in Column (a))
Plan Category	(a)			(b)			(c)
Equity compensation plans approved by security holders		1,185,403	(1)	$	37.94	(2)		274,888	(3)
Equity compensation plans not approved by security holders		16,471			—			29,021	(4)
		1,201,874		$	37.94			303,909

(1)	Includes stock options, stock appreciation rights, restricted stock units and performance units awarded under the 2000 Stock Incentive Plan (“2000 Plan”) and share units acquired by directors under the 1997 Non-Employee Director Stock Compensation Plan (“1997 Director Plan”) net of 23,301 outstanding shares held by a benefits protection trust with respect to such share units.
(2)	Each share unit acquired through the deferral of director compensation under the 1997 Director Plan and each performance unit granted under the 2000 Plan is payable in one share of Nash Finch common stock

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	following the participant’s termination of service as an officer or director. As they have no exercise price, the Share units and performance units outstanding at January 3, 2009 are not included in the calculation of the weighted average exercise price.
(3)	The following numbers of shares remained available for issuance under each of our equity compensation plans at January 3, 2009. Grants under each plan may be in the form of any of the types of awards noted:

Plan	Number of Shares		Type of Award
2000 Plan		225,731	Stock options, restricted stock, stock appreciation rights, performance units, and stock bonuses.
1997 Director Plan		36,652	Share units
Employee Stock Purchase Plan		12,505	Stock options (IRC §423 plan)

The Employee Stock Purchase Plan was terminated on January 1, 2008.

(4) Shares remaining available for issuance under the Director Deferred Compensation Plan. Each share unit acquired through the deferral of director compensation under the Director Deferred Compensation Plan is payable in one share of Nash Finch common stock following the individual’s termination of service as a director.

Description of Plans Not Approved by Shareholders

Director Deferred Compensation Plan.  The Director Deferred Compensation Plan was adopted by the Board in December 2004 as a result of amendments to the Internal Revenue Code that affected the operation of non-qualified deferred compensation arrangements for amounts deferred on or after January 1, 2005. The Board reserved 50,000 shares of Nash Finch common stock for issuance in connection with the plan. The plan permits a participant to annually defer all or a portion of his or her cash compensation for service as a director, and have the amount deferred credited to either a cash account or a share account. Amounts credited to a share account are deemed to have purchased a number of share units determined by dividing the amount deferred by the then-current market price of a share of Nash Finch common stock. Each share unit represents the right to receive one share of Nash Finch common stock. The balance in a share account is payable only in stock following termination of service as a director.

Security Ownership of Certain Beneficial Owners and Management

In addition to the information set forth above, the information required by this item is incorporated by reference to the sections titled “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” of our 2009 Proxy Statement.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference to the sections titled “Proposal Number 3: Election of Directors — Information About the Board of Directors and Its Committees,” “Corporate Governance — Governance Guidelines — Independent Directors” and “Corporate Governance — Related Party Transaction Policy and Procedures” of our 2009 Proxy Statement.

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference to the sections titled “Independent Auditors — Fees Paid to Independent Auditors” and “Independent Auditors — Pre-Approval of Audit and Non-Audit Services” of our 2009 Proxy Statement.

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PART IV

ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1.   Financial Statements.

The following financial statements are included in this report on the pages indicated:

Report of Independent Registered Public Accounting Firm — page 37

Consolidated Statements of Income for the fiscal years ended January 3, 2009, December 29,

2007 and December 30, 2006 — page 38

Consolidated Balance Sheets as of January 3, 2009 and December 29, 2007 — page 39

Consolidated Statements of Cash Flows for the fiscal years ended January 3, 2009, December 29, 2007 and December 30, 2006 — page 40

Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 3, 2009, December 29, 2007 and December 30, 2006 — page 41

Notes to Consolidated Financial Statements — pages 42 to 77

2.   Financial Statement Schedules.

The following financial statement schedule is included herein and should be read in conjunction with the consolidated financial statements referred to above:

Valuation and Qualifying Accounts — page 88

Other Schedules.  Other schedules are omitted because the required information is either inapplicable or presented in the consolidated financial statements or related notes.

3.   Exhibits.

Exhibit
No.			Description
	2	.1	Asset Purchase Agreement between Roundy’s, Inc. and Nash-Finch Company, dated as of February 24, 2005 (incorporated by reference to Exhibit 2.1 to our current report on Form 8-K filed February 28, 2005 (File No. 0-785)).
	2	.2	Asset Purchase Agreement between GSC Enterprises, Inc., MKM Management, L.L.C., Michael K. McKenzie, Grocery Supply Acquisition Corp. and Nash-Finch Company, dated as of December 17, 2008 (incorporated by reference to Exhibit 1.01 to our current report on Form 8-K filed December 18, 2008 (File No. 0-785)).
	2	.3	First Amendment to Asset Purchase Agreement between GSC Enterprises, Inc., MKM Management, L.L.C., Michael K. McKenzie, Grocery Supply Acquisition Corp. and Nash-Finch Company, dated as of January 31, 2009 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed February 3, 2009 (File No. 0-785)).
	3	.1	Restated Certificate of Incorporation of the Company, effective May 16, 1985 (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K for the fiscal year ended December 28, 1985 (File No. 0-785)).
	3	.2	Certificate of Amendment to Restated Certificate of Incorporation of the Company, effective May 15, 1987 (incorporated by reference to Exhibit 4.5 to our Registration Statement on Form S-3 (filed June 8, 1987 (File No. 33-14871)).
	3	.3	Certificate of Amendment to Restated Certificate of Incorporation of the Company, effective May 16, 2002 (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended June 15, 2002 (File No. 0-785)).

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Exhibit
No.			Description
	3	.4	Certificate of Amendment to Restated Certificate of Incorporation of the Company, effective May 13, 2008 (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K dated May 16, 2008 (File No. 0-785)).
	3	.5	Nash-Finch Company Bylaws (as amended November 9, 2005) (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed November 14, 2005 (File No. 0-785)).
	3	.6	Amended and Restated Bylaws of Nash-Finch Company (as amended May 13, 2008) (incorporated by reference to Exhibit 3.2 to our current report on Form 8-K/A filed May 19, 2008 (File No. 0-785)).
	4	.1	Stockholder Rights Agreement, dated February 13, 1996, between the Company and Wells Fargo Bank, N.A. (formerly known as Norwest Bank Minnesota, National Association) (incorporated by reference to Exhibit 4 to our current report on Form 8-K dated February 13, 1996 (File No. 0-785)).
	4	.2	Amendment to Stockholder Rights Agreement dated as of October 30, 2001 (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to our Registration Statement on Form 8-A (filed July 26, 2002) (File No. 0-785)).
	4	.3	Indenture dated as of March 15, 2005 between Nash-Finch Company and Wells Fargo Bank, National Association, as Trustee (including form of Senior Subordinated Convertible Notes due 2035) (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed March 9, 2005 (File No. 0-785)).
	4	.4	Registration Rights Agreement dated as of March 15, 2005 between Nash-Finch Company and Deutsche Bank Securities Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed March 9, 2005 (File No. 0-785)).
	4	.5	Notice of Adjustment of Conversion Rate of the Senior Subordinated Convertible Notes Due 2035 (incorporated by reference to Exhibit 99.1 to our current report on Form 8-K filed November 21, 2006 (File No. 0-785)).
	4	.6	First Supplemental Indenture to Senior Convertible Notes Due 2035 (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended June 14, 2008 (File No. 0-785)).
	10	.1	Credit Agreement dated as of November 12, 2004 among Nash-Finch Company, Various Lenders and Deutsche Bank Trust Company Americas, as administrative agent (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the sixteen weeks ended October 9, 2004 (File No. 0-785)).
	10	.2	First Amendment to Credit Agreement dated as of November 12, 2004 among Nash-Finch Company, Various Lenders and Deutsche Bank Trust Company Americas, as administrative agent (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed February 28, 2005 (File No. 0-785)).
	10	.3	Second Amendment to Credit Agreement, dated November 28, 2006, among Nash-Finch Company, the Lenders party thereto, and Deutsche Bank Trust Company Americas, as Administrative Agent (incorporated by reference to Exhibit 99.1 to our current report on Form 8-K filed November 28, 2006 (File No. 0-785))
	10	.4	Credit Agreement, dated as of April 11, 2008, among Nash Finch Company, Various Lenders and Bank of America, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed April 14, 2008 (File No. 0-785)).
	*10	.5	Nash-Finch Company Income Deferral Plan (as amended through May 21, 2004) (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-8 filed May 25, 2004 (File No. 333-115849)).
	*10	.6	Second Declaration of Amendment to Nash-Finch Company Income Deferral Plan (as amended through May 21, 2004) (incorporated by reference to Exhibit 10.4 to our Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (File No. 0-785)).

84

Exhibit
No.			Description
	*10	.7	Nash-Finch Company Deferred Compensation Plan (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-8 filed on December 30, 2004 (File No. 333-121755)).
	*10	.8	Amended and Restated Nash-Finch Company Deferred Compensation Plan (filed herewith).
	*10	.9	Nash-Finch Company 2000 Stock Incentive Plan (as amended February 25, 2008) (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed May 16, 2008 (File No. 0-785)).
	*10	.10	Nash-Finch Company 2000 Stock Incentive Plan (as amended and restated on July 14, 2008) (filed herewith).
	*10	.11	Form of Non-Statutory Stock Option Agreement (for employees under the Nash-Finch Company 2000 Stock Incentive Plan) (incorporated by reference to Exhibit 10.7 to our Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (File No. 0-785)).
	*10	.12	Description of Nash-Finch Company Long-Term Incentive Program Utilizing Performance Unit Awards (incorporated by reference to Appendix I to our Proxy Statement for our Annual Meeting of Stockholders on May 10, 2005 (filed March 21, 2005) (File No. 0-785)).
	*10	.13	Nash-Finch Company 1995 Director Stock Option Plan (as amended on February 22, 2000 and February 19, 2002) (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 15, 2002 (File No. 0-785)).
	*10	.14	First Declaration of Amendment to the Nash-Finch Company 1995 Director Stock Option Plan (as amended on February 22, 2000 and February 19, 2002) (incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (File No. 0-785)).
	*10	.15	Form of Non-Statutory Stock Option Agreement (for non-employee directors under the Nash-Finch Company 1995 Director Stock Option Plan) (incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (File No. 0-785)).
	*10	.16	Nash-Finch Company 1997 Non-Employee Director Stock Compensation Plan (2003 Revision) (incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K for the fiscal year ended January 3, 2004 (File No. 0-785)).
	*10	.17	Nash-Finch Company 1997 Non-Employee Director Stock Compensation Plan (2003 Revision) — First Declaration of Amendment (incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (File No. 0-785)).
	*10	.18	Nash-Finch Company 1997 Non-Employee Director Stock Compensation Plan (2003 Revision) — Second Declaration of Amendment (incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (File No. 0-785)).
	*10	.19	Nash-Finch Company Director Deferred Compensation Plan (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-8 filed on December 30, 2004 (File No. 333-121754)).
	*10	.20	Amended and Restated Nash-Finch Company Director Deferred Compensation Plan (filed herewith).
	*10	.21	Nash-Finch Company Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.27 to our Annual Report on Form 10-K for the fiscal year ended January 1, 2000 (File No. 0-785)).
	*10	.22	Nash-Finch Company Supplemental Executive Retirement Plan (as amended and restated on July 14, 2008) (filed herewith).
	*10	.23	Nash-Finch Company Performance Incentive Plan (incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarter ended June 15, 2002 (File No. 0-785)).
	*10	.24	Description of Nash-Finch Company 2005 Executive Incentive Program (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the twelve weeks ended March 26, 2005 (File No. 0-785)).

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Exhibit
No.			Description
	*10	.25	Form of Restricted Stock Unit Award Agreement (for non-employee directors under the 2000 Stock Incentive Plan) (incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (File No. 0-785)).
	*10	.26	Form of Amended and Restated Restricted Stock Unit Agreement (for non-employee directors under the 2000 Stock Incentive Plan) (filed herewith).
	*10	.27	New Form of Restricted Stock Unit Award Agreement (for non-employee directors under the 2000 Stock Incentive Plan) (filed herewith).
	*10	.28	Form of Restricted Stock Unit Award Agreement (under the 2000 Stock Incentive Plan) (incorporated by reference to Exhibit 10.1 to our Form 8-K filed August 11, 2006 (File No. 0-785)).
	*10	.29	Form of Amended and Restated Restricted Stock Unit Award Agreement (under the 2000 Stock Incentive Plan) (incorporated by reference to Exhibit 10.3 to our Form 10-Q filed November 6, 2008 (File No. 0-785)).
	*10	.30	New Form of Executive Restricted Stock Unit Agreement (under the 2000 Stock Incentive Plan), effective July 14, 2008 (incorporated by reference to Exhibit 10.2 to our Form 10-Q filed November 6, 2008 (File No. 0-785)).
	*10	.31	Nash-Finch Company 2000 Stock Incentive Plan Performance Unit Award Agreement dated as of May 1, 2006 between the Company and Alec C. Covington (incorporated by reference to Exhibit 10.3 to our Form 10-Q for the quarter ended June 17, 2006 (File No. 0-785)).
	*10	.32	Nash-Finch Company 2000 Stock Incentive Plan Restricted Stock Unit Award Agreement dated as of May 1, 2006 between the Company and Alec C. Covington (incorporated by reference to Exhibit 10.2 to our Form 10-Q for the quarter ended June 17, 2006 (File No. 0-785)).
	*10	.33	Letter Agreement between Nash-Finch Company and Alec C. Covington dated March 16, 2006 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed April 18, 2006 (File No. 0-785)).
	*10	.34	Amendment to the Letter Agreement between Nash-Finch Company and Alec C. Covington dated February 27, 2007 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed March 1, 2007 (File No. 0-785)).
	*10	.35	Change in Control Agreement entered into by Nash-Finch Company and Alec. C. Covington dated February 26, 2008 (incorporated by reference to Exhibit 10.1 to our Form 8-K/A filed February 28, 2008 (File No. 0-785)).
	*10	.36	Restricted Stock Unit Agreement between the Company and Alec C. Covington dated February 27, 2007 (incorporated by reference to Exhibit 10.2 to our Form 10-Q filed May 1, 2007 (File No. 0-785)).
	*10	.37	Letter Agreement between Nash-Finch Company and Robert B. Dimond dated November 29, 2006 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed December 21, 2006 (File No. 0-785)).
	*10	.38	Amended Form of Change in Control Agreement for Senior and Executive Vice Presidents, effective November 3, 2008 (incorporated by reference to Exhibit 10.1 to our Form 10-Q filed November 6, 2008 (File No. 0-785)).
	*10	.39	Form of Amended and Restated Indemnification Agreement (incorporated by reference to Exhibit 10.1 to our Form 10-Q filed November 13, 2007 (File No. 0-785)).
	*10	.40	Stock Appreciation Rights Agreement under the Nash-Finch Company 2000 Stock Incentive Plan dated December 17, 2008 (incorporated by reference to Exhibit 10.2 to our Form 8-K filed February 3, 2009 (File No. 0-785)).
	12	.1	Computation of Ratio of Earnings to Fixed Charges (filed herewith).
	21	.1	Our subsidiaries (filed herewith).
	23	.1	Consent of Ernst & Young LLP (filed herewith).

86

Exhibit
No.			Description
	24	.1	Power of Attorney (filed herewith).
	31	.1	Rule 13a-14(a) Certification of the Chief Executive Officer (filed herewith).
	31	.2	Rule 13a-14(a) Certification of the Chief Financial Officer (filed herewith).
	32	.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer (furnished herewith).
			A copy of any of these exhibits will be furnished at a reasonable cost to any of our stockholders, upon receipt from any such person of a written request for any such exhibit. Such request should be sent to Nash Finch Company, 7600 France Avenue South, P.O. Box 355, Minneapolis, Minnesota, 55440-0355, Attention: Secretary.

* Items that are management contracts or compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(a)(3) of Form 10-K.

87

NASH FINCH COMPANY AND SUBSIDIARIES
Valuation and Qualifying Accounts
Fiscal Years ended January 3, 2009, December 29, 2007 and December 30, 2006
(In thousands)

			Charged to			Charged
	Balance at		(Reversed from)			(Credited)					Balance
	Beginning		Costs and			to Other					at End
	of Year		Expenses			Accounts(a)		Deductions			of Year
Description
52 weeks ended December 30, 2006:
Allowance for doubtful accounts(c)	$	20,518	$	5,600		$	987	$	1,144	(b)	$	25,961
Provision for losses relating to leases on closed locations		7,638		9,358			—		1,924	(d)		15,072
	$	28,156	$	14,958		$	987	$	3,068		$	41,033
52 weeks ended December 29, 2007:
Allowance for doubtful accounts(c)	$	25,961	$	1,234		$	460	$	19,986	(b)	$	7,669
Provision for losses relating to leases on closed locations		15,072		552			—		2,422	(d)		13,202
	$	41,033	$	1,786		$	460	$	22,408		$	20,871
53 weeks ended January 3, 2009:
Allowance for doubtful accounts(c)	$	7,669	$	(1,292	)	$	37	$	883	(b)	$	5,531
Provision for losses relating to leases on closed locations		13,202		(1,831	)		—		3,364	(d)		8,007
	$	20,871	$	(3,123	)	$	37	$	4,247		$	13,538

(a)	Recoveries on accounts previously written off, unless noted otherwise
(b)	Reversal of reserve relating to write-offs
(c)	Includes current and non-current receivables
(d)	Net payments of lease obligations & termination fees

88

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

NASH-FINCH COMPANY

By  /s/  Alec C. Covington

Alec C. Covington

President and Chief Executive Officer

Dated: March 12, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on March 12, 2009 by the following persons on behalf of the Registrant and in the capacities indicated.

/s/  Alec C. Covington Alec C. Covington, President and Chief Executive Officer (Principal Executive Officer)		/s/  Robert B. Dimond Robert B. Dimond, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/  William R. Voss* William R. Voss, Chairman of the Board		/s/  Mickey P. Foret* Mickey P. Foret
/s/  Robert L. Bagby* Robert L. Bagby		/s/  Douglas A. Hacker* Douglas A. Hacker
/s/  Sam K. Duncan* Sam K. Duncan		/s/  Hawthorne L. Proctor*Hawthorne L. Proctor
*By:	/s/  Kathleen M. Mahoney Kathleen M. Mahoney Attorney-in-fact

89

NASH-FINCH COMPANY

EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
For Fiscal Year Ended January 3, 2009

Exhibit
No.	Description	Method of Filing
2.1	Asset Purchase Agreement between Roundy’s, Inc. and Nash-Finch Company, dated as of February 24, 2005.	Incorporated by reference (IBR)
2.2	Asset Purchase Agreement between GSC Enterprises, Inc., MKM Management, L.L.C., Michael K. McKenzie, Grocery Supply Acquisition Corp. and Nash-Finch Company, dated as of December 17, 2008.	IBR
2.3	First Amendment to Asset Purchase Agreement between GSC Enterprises, Inc., MKM Management, L.L.C., Michael K. McKenzie, Grocery Supply Acquisition Corp. and Nash-Finch Company, dated as of January 31, 2009.	IBR
3.1	Restated Certificate of Incorporation of the Company, effective May 16, 1985.	IBR
3.2	Certificate of Amendment to Restated Certificate of Incorporation of the Company, effective May 15, 1987.	IBR
3.3	Certificate of Amendment to Restated Certificate of Incorporation of the Company, effective May 16, 2002.	IBR
3.4	Certificate of Amendment to Restated Certificate of Incorporation of the Company, effective May 13, 2008.	IBR
3.5	Nash-Finch Company Bylaws, as amended November 9, 2005.	IBR
3.6	Amended and Restated Bylaws of Nash-Finch Company (as amended May 13, 2008).	IBR
4.1	Stockholder Rights Agreement, dated February 13, 1996, between the Company and Wells Fargo Bank, N.A. (formerly known as Norwest Bank Minnesota, National Association).	IBR
4.2	Amendment to Stockholder Rights Agreement dated as of October 30, 2001.	IBR
4.3	Indenture dated as of March 15, 2005 between Nash-Finch Company and Wells Fargo Bank, National Association, as Trustee (including form of Senior Subordinated Convertible Notes due 2035).	IBR
4.4	Registration Rights Agreement dated as of March 15, 2005 between Nash-Finch Company and Deutsche Bank Securities Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.	IBR
4.5	Notice of Adjustment of Conversion Rate of the Senior Subordinated Convertible Notes Due 2035.	IBR
4.6	First Supplemental Indenture to Senior Convertible Notes Due 2035.	IBR
10.1	Credit Agreement dated as of November 12, 2004 among Nash-Finch Company, Various Lenders and Deutsche Bank Trust Company Americas, as administrative agent.	IBR
10.2	First Amendment to Credit Agreement dated as of November 12, 2004 among Nash-Finch Company, Various Lenders and Deutsche Bank Trust Company Americas, as administrative agent.	IBR
10.3	Second Amendment to Credit Agreement dated as of November 28, 2006 among Nash-Finch Company, Various Lenders and Deutsche Bank Trust Company Americas, as administrative agent.	IBR
10.4	Credit Agreement, dated as of April 11, 2008, among Nash Finch Company, Various Lenders and Bank of America, N.A. as Administrative Agent.	IBR
10.5	Nash-Finch Company Income Deferral Plan (as amended through May 21, 2004).	IBR
10.6	Second Declaration of Amendment to Nash-Finch Company Income Deferral Plan (as amended through May 21, 2004).	IBR

90

Exhibit
No.	Description	Method of Filing
10.7	Nash-Finch Company Deferred Compensation Plan.	IBR
10.8	Amended and Restated Nash-Finch Company Deferred Compensation Plan.	Filed Electronically (E)
10.9	Nash-Finch Company 2000 Stock Incentive Plan.	IBR
10.10	Nash-Finch Company 2000 Stock Incentive Plan (as amended and restated on July 14, 2008).	E
10.11	Form of Non-Statutory Stock Option Agreement (for employees under the Nash-Finch Company 2000 Stock Incentive Plan).	IBR
10.12	Description of Nash-Finch Company Long-Term Incentive Program Utilizing Performance Unit Awards.	IBR
10.13	Nash-Finch Company 1995 Director Stock Option Plan (as amended on February 22, 2000 and February 19, 2002).	IBR
10.14	First Declaration of Amendment to the Nash-Finch Company 1995 Director Stock Option Plan (as amended on February 22, 2000 and February 19, 2002).	IBR
10.15	Form of Non-Statutory Stock Option Agreement (for non-employee directors under the Nash-Finch Company 1995 Director Stock Option Plan).	IBR
10.16	Nash-Finch Company 1997 Non-Employee Director Stock Compensation Plan (2003 Revision).	IBR
10.17	Nash-Finch Company 1997 Non-Employee Director Stock Compensation Plan (2003 Revision) — First Declaration of Amendment.	IBR
10.18	Nash-Finch Company 1997 Non-Employee Director Stock Compensation Plan (2003 Revision) — Second Declaration of Amendment.	IBR
10.19	Nash-Finch Company Director Deferred Compensation Plan.	IBR
10.20	Amended and Restated Nash-Finch Company Director Deferred Compensation Plan.	E
10.21	Nash-Finch Company Supplemental Executive Retirement Plan.	IBR
10.22	Nash-Finch Company Supplemental Executive Retirement Plan (as amended and restated on July 14, 2008).	E
10.23	Nash-Finch Company Performance Incentive Plan.	IBR
10.24	Description of Nash-Finch Company 2005 Executive Incentive Program.	IBR
10.25	Form of Restricted Stock Unit Award Agreement (for non-employee directors under the 2000 Stock Incentive Plan).	IBR
10.26	Form of Amended and Restated Restricted Stock Unit Agreement (for non-employee directors under the 2000 Stock Incentive Plan).	E
10.27	New Form of Restricted Stock Unit Award Agreement (for non-employee directors under the 2000 Stock Incentive Plan).	E
10.28	Form of Restricted Stock Unit Award Agreement (under the 2000 Stock Incentive Plan).	IBR
10.29	Form of Amended and Restated Restricted Stock Unit Award Agreement (under the 2000 Stock Incentive Plan).	IBR
10.30	New Form of Executive Restricted Stock Unit Agreement (under the 2000 Stock Incentive Plan), effective July 14, 2008.	IBR
10.31	Nash-Finch Company 2000 Stock Incentive Plan Performance Unit Award Agreement dated as of May 1, 2006 between the Company and Alec C. Covington.	IBR
10.32	Nash-Finch Company 2000 Stock Incentive Plan Restricted Stock Unit Award Agreement dated as of May 1, 2006 between the Company and Alec C. Covington.	IBR
10.33	Letter Agreement between Nash-Finch Company and Alec C. Covington dated March 16, 2006.	IBR

91

Exhibit
No.	Description	Method of Filing
10.34	Amendment to the Letter Agreement between Nash-Finch Company and Alec. C. Covington dated February 27, 2007.	IBR
10.35	Change in Control Agreement entered into by Nash Finch Company and Alec C. Covington dated February 26, 2008.	IBR
10.36	Restricted Stock Unit Agreement between the Company and Alec C. Covington dated February 27, 2007.	IBR
10.37	Letter Agreement between Nash-Finch Company and Robert B Dimond dated November 29, 2006.	IBR
10.38	Amended Form of Change in Control Agreement for Senior and Executive Vice Presidents, effective November 3, 2008.	IBR
10.39	Form of Amended and Restated Indemnification Agreement.	IBR
10.40	Stock Appreciation Rights Agreement under the Nash-Finch Company 2000 Stock Incentive Plan dated December 17, 2008.	IBR
12.1	Computation of Ratio of Earnings to Fixed Charges.	E
21.1	Our subsidiaries.	E
23.1	Consent of Ernst & Young LLP.	E
24.2	Power of Attorney.	E
31.3	Rule 13a-14(a) Certification of the Chief Executive Officer.	E
31.4	Rule 13a-14(a) Certification of the Chief Financial Officer.	E
32.2	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.	E

92

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.

2

(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.

3

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.

4

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;

5

(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

6

	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

7

	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

8

	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.

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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.

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(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

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	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.

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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,

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	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

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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.

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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

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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.

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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.

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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

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(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

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	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

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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

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	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.

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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

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	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

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	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

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	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

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	(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.

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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

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	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.

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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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EX-10.10

Exhibit 10.10

NASH-FINCH COMPANY
2000 STOCK INCENTIVE PLAN

(Amended and Restated Effective July 14, 2008)

1. Purpose of Plan.

               The purpose of the Nash-Finch Company 2000 Stock Incentive Plan (the “Plan”) is to support the maximization of long-term value creation for Nash-Finch Company (the “Company”) and its stockholders by enabling the Company and its Subsidiaries to attract and retain persons of ability to perform services for the Company and its Subsidiaries by providing an incentive to such individuals through equity participation in the Company and by rewarding such individuals who contribute to the achievement by the Company of its economic objectives. The Plan is hereby amended and restated in its entirety, effective as of July 14, 2008.

          This Plan is intended to comply with all applicable law, including the requirements of Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the effective date of this amendment and restatement of the Plan (“Section 409A”), and shall be operated and interpreted in accordance with this intention. This Plan has been operated in reasonable, good faith compliance with Section 409A (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 of the Plan.

2. Definitions.

               The following terms will have the meanings set forth below, unless the context clearly otherwise requires:

          2.1 “Board” means the Board of Directors of the Company.

          2.2 “Broker Exercise Notice” means a written notice pursuant to which a Participant, upon exercise of an Option, irrevocably instructs a broker or dealer to sell a sufficient number of shares or loan a sufficient amount of cash to pay all or a portion of the exercise price of the Option and/or any related withholding tax obligations and remit such sums to the Company and directs the Company to deliver stock certificates to be issued upon such exercise directly to such broker or dealer.

          2.3 “Change in Control” means an event described in Section 13.1 of the Plan.

          2.4 “Code” means the Internal Revenue Code of 1986, as amended.

          2.5 “Committee” means the group of individuals administering the Plan, as provided in Section 3 of the Plan.

          2.6 “Common Stock” means the common stock of the Company, $1.66-2/3 par value, or the number and kind of shares of stock or other securities into which such common stock may be changed in accordance with Section 4.3 of the Plan.

          2.7 “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.

          2.8 “Eligible Recipients” means all employees of the Company or any Subsidiary and any non-employee directors of the Company or any Subsidiary.

          2.9 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          2.10 “Fair Market Value” means, with respect to the Common Stock, 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 the Common Stock during the regular trading session if the Common Stock is 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 the Common Stock is 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 Common Stock is not so listed or reported, such price as the Committee determines in good faith in the exercise of its reasonable discretion.

          2.11 “Incentive Award” means an Option, Stock Appreciation Right, Restricted Stock Award, Performance Unit or Stock Bonus granted to an Eligible Recipient pursuant to the Plan.

          2.12 “Incentive Stock Option” means a right to purchase Common Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code.

          2.13 “Non-Statutory Stock Option” means a right to purchase Common Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan that does not qualify as an Incentive Stock Option.

          2.14 “Option” means an Incentive Stock Option or a Non-Statutory Stock Option.

          2.15 “Participant” means an Eligible Recipient who receives one or more Incentive Awards under the Plan.

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          2.16 “Performance Criteria” means the performance criteria that may be used by the Committee in granting Performance Units or Restricted Stock Awards contingent upon achievement of performance goals, consisting of specified levels of, or relating to:

(a) customer satisfaction as measured by a Company sponsored customer survey;

(b) employee engagement or employee relations as measured by a Company sponsored survey;

(c) employee safety;

(d) employee diversity;

(e) financial performance as measured by net sales, operating income, income before income taxes, net income, net income per share (basic or diluted), earnings before interest, taxes depreciation and amortization (EBITDA) (with or without adjustments prescribed in any Company credit facility), profitability as measured by return ratios (including return on assets, return on equity, return on investment and return on sales), cash flows, market share, cost reduction goals, margins (including one or more of gross, operating and net income margins), stock price, total return to stockholders, economic value added, working capital and productivity improvements;

(f) retail store performance as determined by independent assessment; and

(g) operational performance as measured by on-time delivery, fill rate, selector accuracy, cost per case, sales per square foot, sales per labor hour and other, similar, objective productivity measures.

The Committee may select one criterion or multiple criteria for measuring performance, and the measurement may be based upon Company, Subsidiary or business unit performance, either absolute or by relative comparison to other companies or any other external measure of the selected criteria. The Committee may also determine that any of these performance goals shall be calculated by including or excluding any one or more specific items or categories of items (including projections) as designated by the Committee.

          2.17 “Performance Unit” means a right granted to an Eligible Recipient pursuant to Section 9 of the Plan to receive a payment from the Company, in the form of stock, cash or a combination of both, upon the achievement of Performance Criteria or other established employment, service, performance or other goals during a specified period.

          2.18 “Previously Acquired Shares” means shares of Common Stock that are already owned by the Participant or, with respect to any Incentive Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.

          2.19 “Restricted Stock Award” means an award of Common Stock granted to an Eligible Recipient pursuant to Section 8 of the Plan that is subject to the restrictions on transferability and the risk of forfeiture imposed by the provisions of such Section 8.

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          2.20 “Retirement” means, with respect to a Participant, separation from service with the Company or any Subsidiary for any reason on or after the earlier of the attainment of (i) age 65 or (ii) age 55 with 10 years of service with the Company or any Subsidiary.

          2.21 “Securities Act” means the Securities Act of 1933, as amended.

          2.22 “Stock Appreciation Right” means a right granted to an Eligible Recipient pursuant to Section 7 of the Plan to receive a payment from the Company, in the form of stock, cash or a combination of both, equal to the difference between the Fair Market Value of one or more shares of Common Stock and the exercise price of such shares under the terms of such Stock Appreciation Right.

          2.23 “Stock Bonus” means an award of Common Stock granted to an Eligible Recipient pursuant to Section 10 of the Plan.

          2.24 “Subsidiary” means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant equity interest, as determined by the Committee.

          2.25 “Tax Date” means the date any withholding tax obligation arises under the Code or other applicable tax statute for a Participant with respect to an Incentive Award.

3. Plan Administration.

          3.1 The Committee. The Plan will be administered by the Board or by a committee of the Board. So long as the Company has a class of its equity securities registered under Section 12 of the Exchange Act, any committee administering the Plan will consist solely of two or more members of the Board who are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act and, if the Board so determines in its sole discretion, who are “outside directors” within the meaning of Section 162(m) of the Code. Such a committee, if established, will act by majority approval of the members (but may also take action with the written consent of all of the members of such committee), and a majority of the members of such a committee will constitute a quorum. As used in the Plan, “Committee” will refer to the Board or to such a committee, if established. To the extent consistent with applicable corporate law of the Company’s jurisdiction of incorporation, the Committee may delegate to any officers of the Company the duties, power and authority of the Committee under the Plan pursuant to such conditions or limitations as the Committee may establish; provided, however, that only the Committee may exercise such duties, power and authority with respect to Eligible Recipients who are subject to Section 16 of the Exchange Act. The Committee may exercise its duties, power and authority under the Plan in its sole and absolute discretion without the consent of any Participant or other party, unless the Plan specifically provides otherwise. Each determination, interpretation or other action made or taken by the Committee pursuant to the provisions of the Plan will be final, conclusive and binding for all purposes and on all persons, including, without limitation, the Company, the stockholders of the Company, the participants and their respective successors-in-interest. No member of the Committee will be liable for any action or determination made in good faith with respect to the Plan or any Incentive Award granted under the Plan.

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          3.2 Authority of the Committee.

     (a) In accordance with and subject to the provisions of the Plan, the Committee will have the authority to determine all provisions of Incentive Awards as the Committee may deem necessary or desirable and as consistent with the terms of the Plan, including, without limitation, the following: (i) the Eligible Recipients to be selected as Participants; (ii) the nature and extent of the Incentive Awards to be made to each Participant (including the number of shares of Common Stock to be subject to each Incentive Award, any exercise price, the manner in which Incentive Awards will vest or become exercisable and whether Incentive Awards will be granted in tandem with other Incentive Awards) and the form of written agreement, if any, evidencing such Incentive Award; (iii) the time or times when Incentive Awards will be granted; (iv) the duration of each Incentive Award; and (v) the restrictions and other conditions to which the payment or vesting of Incentive Awards may be subject. In addition, the Committee will have the authority under the Plan in its sole discretion to pay the economic value of any Incentive Award in the form of cash, Common Stock or any combination of both.

     (b) The Committee will have the authority under the Plan to amend or modify the terms of any outstanding Incentive Award in any manner, including, without limitation, the authority to modify the number of shares or other terms and conditions of an Incentive Award, extend the term of an Incentive Award or accelerate the exercisability or vesting or otherwise terminate any restrictions relating to an Incentive Award; provided, however, that the amended or modified terms are permitted by the Plan as then in effect and that any Participant adversely affected by such amended or modified terms has consented to such amendment or modification. No amendment or modification to an Incentive Award, whether pursuant to this Section 3.2 or any other provisions of the Plan, will be deemed to be a re-grant of such Incentive Award for purposes of this Plan.

     (c) In the event of (i) any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, extraordinary dividend or divestiture (including a spin-off) or any other change in corporate structure or shares; (ii) any purchase, acquisition, sale, disposition or write-down of a significant amount of assets or a significant business; (iii) any change in accounting principles or practices, tax laws or other such laws or provisions affecting reported results; (iv) any uninsured catastrophic losses or extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 or in management’s discussion and analysis of financial performance appearing in the Company’s annual report to stockholders for the applicable year; or (v) any other similar change, in each case with respect to the Company or any other entity whose performance is relevant to the grant or vesting of an Incentive Award, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) may, without the consent of any affected Participant, amend or modify the vesting criteria (including Performance Criteria) of any outstanding Incentive Award that is based in whole or in part on the financial performance of the Company (or any Subsidiary or division thereof) or such other entity so as equitably to reflect such event, with the desired result that the criteria for evaluating such financial performance of the Company or such other entity will be substantially the

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same (in the sole discretion of the Committee or the board of directors of the surviving corporation) following such event as prior to such event; provided, however, that the amended or modified terms are permitted by the Plan as then in effect.

     (d) Notwithstanding any other provision of this Plan other than Section 4.3, the Committee may not, without prior approval of the Company’s stockholders, seek to effect any re-pricing of any previously granted, “underwater” Option by: (i) amending or modifying the terms of the Option to lower the exercise price; (ii) canceling the underwater Option and granting either (A) replacement Options having a lower exercise price; (B) Restricted Stock Awards; or (C) Performance Units in exchange; or (iii) repurchasing the underwater Options and granting new Incentive Awards under this Plan. For purposes of this Section 3.2(d), an Option will be deemed to be “underwater” at any time when the Fair Market Value of the Common Stock is less than the exercise price of the Option.

4. Shares Available for Issuance.

          4.1 Maximum Number of Shares Available. Subject to adjustment as provided in Section 4.3 of the Plan, the maximum number of shares of Common Stock that will be available for issuance under the Plan will be 2,100,000 shares of Common Stock, plus any shares of Common Stock which, as of the date the Plan is approved by the stockholders of the Company, are reserved for issuance under the Company’s 1994 Stock Incentive Plan, as amended, and which are not thereafter issued or which have been issued but are subsequently forfeited and which would otherwise have been available for further issuance under such plan. Notwithstanding any other provisions of the Plan to the contrary, (a) no Participant in the Plan may be granted any Options or Stock Appreciation Rights, or any other Incentive Awards with a value based solely on an increase in the value of the Common Stock after the date of grant, relating to more than 120,000 shares of Common Stock in the aggregate in any fiscal year of the Company; provided, however, that a Participant who is first appointed or elected as an officer or hired as an employee by the Company or who receives a promotion that results in an increase in responsibilities or duties may be granted, during the fiscal year of such appointment, election, hiring or promotion, Options relating to up to 200,000 shares of Common Stock and (b) the 1,000,000 additional shares of Common Stock that were reserved for issuance under the Plan effective February 22, 2005 shall be granted solely pursuant to Performance Units and will consist of shares of the Company’s treasury stock. All of the foregoing limitations in clauses (a) and (b) are subject to adjustment as provided in Section 4.3 of the Plan.

          4.2 Accounting for Incentive Awards. Shares of Common Stock that are issued under the Plan or that are subject to outstanding Incentive Awards will be applied to reduce the maximum number of shares of Common Stock remaining available for issuance under the Plan. Any shares of Common Stock that are subject to an Incentive Award that lapses, expires, is forfeited in whole or part (including shares subject to the Incentive Award that are withheld to satisfy withholding or employment-related tax obligations) or for any reason is terminated unexercised or unvested and any shares of Common Stock that are subject to an Incentive Award that is settled or paid in cash or any form other than shares of Common Stock will automatically again become available for issuance under the Plan.

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          4.3 Adjustments to Shares and Incentive Awards. In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a spin-off) or any other change in the corporate structure or shares of the Company, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) will make appropriate adjustment (which determination will be conclusive) as to the number and kind of securities or other property (including cash) available for issuance or payment under the Plan and, in order to prevent dilution or enlargement of the rights of Participants, (a) the number and kind of securities or other property (including cash) subject to outstanding Options, and (b) the exercise price of outstanding Options.

5. Participation.

               Participants in the Plan will be those Eligible Recipients who, in the judgment of the Committee, have contributed, are contributing or are expected to contribute to the creation of value for the Company and its stockholders. Eligible Recipients may be granted from time to time one or more Incentive Awards, singly or in combination or in tandem with other Incentive Awards, as may be determined by the Committee in its sole discretion. Incentive Awards will be deemed to be granted as of the date specified in the grant resolution of the Committee, which date will be the date of any related agreement with the Participant.

6. Options.

          6.1 Grant. An Eligible Recipient may be granted one or more Options under the Plan, and such Options will be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. The Committee may designate whether an Option is to be considered an Incentive Stock Option or a Non-Statutory Stock Option. To the extent that any Incentive Stock Option granted under the Plan ceases for any reason to qualify as an “incentive stock option” for purposes of Section 422 of the Code, such Incentive Stock Option will continue to be outstanding for purposes of the Plan but will thereafter be deemed to be a Non-Statutory Stock Option.

          6.2 Exercise Price. The per share price to be paid by a Participant upon exercise of an Option will be determined by the Committee in its discretion at the time of the Option grant; provided, however, that such price will not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant or, with respect to an Incentive Stock Option, 110% of the Fair Market Value if, at the time the Incentive Stock Option is granted, the Participant owns, directly or indirectly, more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company.

          6.3 Exercisability and Duration. An Option will become exercisable at such times and in such installments as may be determined by the Committee in its sole discretion at the time of grant; provided, however, that no Option may be exercisable prior to six months from its date of grant (other than in connection with a Participant’s death or Disability) and no Option may be exercisable after 10 years from its date of grant (or, in the case of an Incentive Stock Option, five years from its date of grant if, at the time the Incentive Stock Option is granted, the Participant

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owns, directly or indirectly, more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company).

          6.4 Payment of Exercise Price. The total purchase price of the shares to be purchased upon exercise of an Option will be paid entirely in cash (including check, bank draft or money order); provided, however, that the Committee, in its sole discretion and upon terms and conditions established by the Committee, may allow such payments to be made, in whole or in part, by tender of a Broker Exercise Notice, Previously Acquired Shares (including through delivery of a written attestation of ownership of such Previously Acquired Shares if permitted, and on terms acceptable, to the Committee in its sole discretion), a promissory note (on terms acceptable to the Committee in its sole discretion) or by a combination of such methods.

          6.5 Manner of Exercise. An Option may be exercised by a Participant in whole or in part from time to time, subject to the conditions contained in the Plan and in the agreement evidencing such Option, by delivery in person, by facsimile or electronic transmission or through the mail of written notice of exercise to the Company (Attention: Secretary) at its principal executive office in Minneapolis, Minnesota and by paying in full the total exercise price for the shares of Common Stock to be purchased in accordance with Section 6.4 of the Plan.

          6.6 Aggregate Limitation of Stock Subject to Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined as of the date an Incentive Stock Option is granted) of the shares of Common Stock with respect to which incentive stock options (within the meaning of Section 422 of the Code) are exercisable for the first time by a Participant during any calendar year (under the Plan and any other incentive stock option plans of the Company or any subsidiary or parent corporation of the Company (within the meaning of the Code)) exceeds $100,000 (or such other amount as may be prescribed by the Code from time to time), such excess Options will be treated as Non-Statutory Stock Options. The determination will be made by taking incentive stock options into account in the order in which they were granted. If such excess only applies to a portion of an Incentive Stock Option, the Committee, in its discretion, will designate which shares will be treated as shares to be acquired upon exercise of an Incentive Stock Option.

7. Stock Appreciation Rights.

          7.1 Grant. An Eligible Recipient may be granted one or more Stock Appreciation Rights under the Plan, and such Stock Appreciation Rights will be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. The Committee will have the sole discretion to determine the form in which payment of the economic value of Stock Appreciation Rights will be made to a Participant (i.e., cash, Common Stock or any combination thereof) and to consent to or disapprove the election by a Participant of the form of such payment.

          7.2 Exercise Price. The exercise price of a Stock Appreciation Right will be determined by the Committee, in its discretion, at the date of grant but may not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant.

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          7.3 Exercisability and Duration. A Stock Appreciation Right will become exercisable at such time and in such installments as may be determined by the Committee in its sole discretion at the time of grant; provided, however, that no Stock Appreciation Right may be exercisable prior to six months from its date of grant (other than in connection with a Participant’s death or Disability) or after 10 years from its date of grant. A Stock Appreciation Right will be exercised by giving notice in the same manner as for Options, as set forth in Section 6.5 of the Plan.

8. Restricted Stock Awards.

          8.1 Grant. An Eligible Recipient may be granted one or more Restricted Stock Awards under the Plan, and such Restricted Stock Awards will be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. The Committee may impose such restrictions or conditions, not inconsistent with the provisions of the Plan, to the vesting of such Restricted Stock Awards as it deems appropriate, including, without limitation, (a) the achievement of one or more of the Performance Criteria; and/or that (b) the Participant remain in the continuous employ or service of the Company or a Subsidiary for a certain period; provided, however, that no Restricted Stock Award may vest prior to six months from its date of grant other than in connection with a Participant’s death or Disability.

          8.2 Rights as a Stockholder; Transferability. Except as provided in Sections 8.1, 8.3 and 14.3 of the Plan, a Participant will have all voting, dividend, liquidation and other rights with respect to shares of Common Stock issued to the Participant as a Restricted Stock Award under this Section 8 upon the Participant becoming the holder of record of such shares as if such Participant were a holder of record of shares of unrestricted Common Stock.

          8.3 Dividends and Distributions. Unless the Committee determines otherwise in its sole discretion (either in the agreement evidencing the Restricted Stock Award at the time of grant or at any time after the grant of the Restricted Stock Award), any dividends or distributions (including regular quarterly cash dividends) paid with respect to shares of Common Stock subject to the unvested portion of a Restricted Stock Award will be subject to the same restrictions as the shares to which such dividends or distributions relate. In the event the Committee determines not to pay dividends or distributions currently, the Committee will determine in its sole discretion whether any interest will be paid on such dividends or distributions. In addition, the Committee in its sole discretion may require such dividends and distributions to be reinvested (and in such case the Participant consents to such reinvestment) in shares of Common Stock that will be subject to the same restrictions as the shares to which such dividends or distributions relate.

          8.4 Enforcement of Restrictions. To enforce the restrictions referred to in this Section 8, the Committee may place a legend on the stock certificates referring to such restrictions and may require the Participant, until the restrictions have lapsed, to keep the stock certificates, together with duly endorsed stock powers, in the custody of the Company or its transfer agent or to maintain evidence of stock ownership, together with duly endorsed stock powers, in a certificateless book-entry stock account with the Company’s transfer agent.

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9. Performance Units.

               An Eligible Recipient may be granted one or more Performance Units under the Plan, and such Performance Units will be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. The Committee may impose such restrictions or conditions, not inconsistent with the provisions of the Plan, to the vesting or valuation of such Performance Units as it deems appropriate, including, without limitation, (a) the achievement of one or more of the Performance Criteria; and/or that (b) that the Participant remain in the continuous employ or service of the Company or any Subsidiary for a certain period. The Committee will have the sole discretion to determine the form in which payment of the economic value of Performance Units will be made to a Participant (i.e., cash, Common Stock, Restricted Stock Awards or any combination thereof) and to consent to or disapprove the election by a Participant of the form of such payment.

10. Stock Bonuses.

               An Eligible Recipient may be granted one or more Stock Bonuses under the Plan, and such Stock Bonuses will be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee, including, without limitation, (a) the achievement of one or more of the Performance Criteria; and/or that (b) that the Participant remain in the continuous employ or service of the Company or any Subsidiary for a certain period. The Participant will have all voting, dividend, liquidation and other rights with respect to the shares of Common Stock issued to a Participant as a Stock Bonus under this Section 10 upon the Participant becoming the holder of record of such shares; provided, however, that the Committee may impose such restrictions on the assignment or transfer of a Stock Bonus as it deems appropriate.

11. Effect of Termination of Employment or Other Service.

          11.1 Termination Due to Death, Disability or Retirement. Unless otherwise provided by the Committee in its sole discretion in the agreement evidencing an Incentive Award and subject to Section 11.3, Section 13.2 and Section 14.4:

     (a) In the event a Participant’s employment or other service with the Company and all Subsidiaries is terminated by reason of death or Disability:

     (i) All outstanding Options and Stock Appreciation Rights then held by the Participant will become immediately exercisable in full and remain exercisable, for a period of three years after such termination (but in no event after the expiration date of any such Option or Stock Appreciation Right);

     (ii) All Restricted Stock Awards then held by the Participant will become fully vested; and

     (iii) All Performance Units and Stock Bonuses then held by the Participant will vest and/or continue to vest in the manner determined by the Committee and set forth in the agreement evidencing such Performance Units or Stock Bonuses.

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     (b) In the event a Participant’s employment or other service with the Company and all Subsidiaries is terminated by reason of Retirement:

     (i) All outstanding Options and Stock Appreciation Rights then held by the Participant will remain exercisable, to the extent exercisable as of the date of such termination, for a period of three years after such termination (but in no event after the expiration date of any such Option or Stock Appreciation Right);

     (ii) All Restricted Stock Awards then held by the Participant that have not vested as of such termination will be terminated and forfeited; and

     (iii) All Performance Units and Stock Bonuses then held by the Participant will vest and/or continue to vest in the manner determined by the Committee and set forth in the agreement evidencing such Performance Units or Stock Bonuses.

          11.2 Termination for Reasons Other than Death, Disability or Retirement.

     (a) Unless otherwise provided by the Committee in its sole discretion in the agreement evidencing an Incentive Award, and subject to Section 11.3, Section 13.2 and Section 14.4, in the event a Participant’s employment or other service is terminated with the Company and all Subsidiaries for any reason other than death, Disability or Retirement, or a Participant is in the employ or service of a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless the Participant continues in the employ or service of the Company or another Subsidiary), all rights of the Participant under the Plan and any agreements evidencing an Incentive Award will immediately terminate without notice of any kind, and no Options or Stock Appreciation Rights then held by the Participant will thereafter be exercisable, all Restricted Stock Awards then held by the Participant that have not vested will be terminated and forfeited, and all Performance Units and Stock Bonuses then held by the Participant will vest and/or continue to vest in the manner determined by the Committee and set forth in the agreement evidencing such Performance Units or Stock Bonuses; provided, however, that if such termination is due to any reason other than voluntary termination by the Participant or termination by the Company or any Subsidiary for “cause,” all outstanding Options and Stock Appreciation Rights then held by such Participant will remain exercisable, to the extent exercisable as of such termination, for a period of three months after such termination (but in no event after the expiration date of any such Option or Stock Appreciation Right).

     (b) For purposes of this Section 11.2, “cause” (as determined by the Committee) will be as defined in any employment or other agreement or policy applicable to the Participant or, if no such agreement or policy exists, will mean (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or any Subsidiary, (ii) any unlawful or criminal activity of a serious nature, (iii) any intentional and deliberate breach of a duty or duties that, individually or in the aggregate, are material in relation to the Participant’s overall duties, or (iv) any material breach of any employment, service, confidentiality or non-compete agreement entered into with the Company or any Subsidiary.

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          11.3 Modification of Rights Upon Termination. Notwithstanding the other provisions of this Section 11, and subject to Section 13.2 and Section 14.4, upon a Participant’s termination of employment or other service with the Company and all Subsidiaries, the Committee may, in its sole discretion (which may be exercised at any time on or after the date of grant, including following such termination), cause Options and Stock Appreciation Rights (or any part thereof) then held by such Participant to become or continue to become exercisable and/or remain exercisable following such termination of employment or service and Restricted Stock Awards, Performance Units and Stock Bonuses then held by such Participant to vest and/or continue to vest or become free of transfer restrictions, as the case may be, following such termination of employment or service, in each case in the manner determined by the Committee; provided, however, that no Option or Restricted Stock Award may become exercisable or vest prior to six months from its date of grant (other than in connection with a Participant’s death or Disability) or remain exercisable or continue to vest beyond its expiration date.

          11.4 Exercise of Incentive Stock Options Following Termination. Any Incentive Stock Option that remains unexercised more than one year following termination of employment by reason of Disability or more than three months following termination for any reason other than death or Disability will thereafter be deemed to be a Non-Statutory Stock Option.

          11.5 Date of Termination of Employment or Other Service. Unless the Committee otherwise determines in its sole discretion, a Participant’s employment or other service will, for purposes of the Plan, be deemed to have terminated on the date recorded on the personnel or other records of the Company or the Subsidiary for which the Participant provides employment or other service, as determined by the Committee in its sole discretion based upon such records.

12. Payment of Withholding Taxes.

          12.1 General Rules. The Company is entitled to (a) withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all foreign, federal, state and local withholding and employment-related tax requirements attributable to an Incentive Award, including, without limitation, the grant, exercise or vesting of, or payment of dividends with respect to, an Incentive Award or a disqualifying disposition of stock received upon exercise of an Incentive Stock Option, or (b) require the Participant promptly to remit the amount of such withholding to the Company before taking any action, including issuing any shares of Common Stock, with respect to an Incentive Award.

          12.2 Special Rules. The Committee may, in its sole discretion and upon terms and conditions established by the Committee, permit or require a Participant to satisfy, in whole or in part, any withholding or employment-related tax obligation described in Section 12.1 of the Plan by electing to tender Previously Acquired Shares, a Broker Exercise Notice or a promissory note (on terms acceptable to the Committee in its sole discretion), or by a combination of such methods.

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13. Change in Control.

          13.1 Change in Control. For purposes of this Article 13, a “Change in Control” of the Company will mean any of the following events or transactions:

(a)	Any one person or more than one person acting as a group acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company. However, if any one person or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a Change in Control;
(b)	Any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30 percent or more of the total voting power of the stock of the Company;
(c)	Any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all or substantially all of the assets of the Company; or
(d)	A majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election;

          provided, that the transaction or event described in subsection (a), (b), (c) or (d) also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).

          13.2 Acceleration of Vesting. Without limiting the authority of the Committee under Sections 3.2 and 4.3 of the Plan, if a Change in Control of the Company occurs, then, unless otherwise provided by the Committee in its sole discretion either in the agreement evidencing an Incentive Award at the time of grant or at any time after the grant of an Incentive Award, and subject to Section 14.4 (a) all Options and Stock Appreciation Rights that have been outstanding for at least six months will become immediately exercisable in full and will remain exercisable for the remainder of their terms, regardless of whether the Participant to whom such Options or Stock Appreciation Rights have been granted remains in the employ or service of the Company or any Subsidiary; (b) all Restricted Stock Awards that have been outstanding for at least six months will become immediately fully vested and non-forfeitable; and (c) all outstanding Performance Units and Stock Bonuses then held by the Participant will vest and/or continue to vest in the manner determined by the Committee and set forth in the agreement evidencing such Stock Bonuses.

          13.3 Cash Payment for Options. If a Change in Control of the Company occurs, then the Committee, if approved by the Committee in its sole discretion either in an agreement

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evidencing an Incentive Award at the time of grant or at any time after the grant of an Incentive Award, and without the consent of any Participant effected thereby, may determine that some or all Participants holding outstanding Options will receive, with respect to some or all of the shares of Common Stock subject to such Options, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the excess of the Fair Market Value of such shares immediately prior to the effective date of such Change in Control of the Company over the exercise price per share of such Options.

          13.4 Limitation on Change in Control Payments. Notwithstanding anything in Section 13.2 or 13.3 of the Plan to the contrary, if, with respect to a Participant, the acceleration of the vesting of an Incentive Award as provided in Section 13.2 or the payment of cash in exchange for all or part of an Incentive Award as provided in Section 13.3(which acceleration or payment could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code), together with any other “payments” that such Participant has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the “payments” to such Participant pursuant to Section 13.2 or 13.3 of the Plan will be reduced to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code; provided, however, that if a Participant is subject to a separate agreement with the Company or a Subsidiary that expressly addresses the potential application of Sections 280G or 4999 of the Code (including, without limitation, that “payments” under such agreement or otherwise will be reduced, that the Participant will have the discretion to determine which “payments” will be reduced, that such “payments” will not be reduced or that such “payments” will be “grossed up” for tax purposes), then this Section 13.4 will not apply, and any “payments” to a Participant pursuant to Section 13.2 or 13.3 of the Plan will be treated as “payments” arising under such separate agreement.

14. Rights of Eligible Recipients and Participants; Transferability.

          14.1 Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company or any Subsidiary to terminate the employment or service of any Eligible Recipient or Participant at any time, nor confer upon any Eligible Recipient or Participant any right to continue in the employ or service of the Company or any Subsidiary.

          14.2 Rights as a Stockholder. As a holder of Incentive Awards (other than Restricted Stock Awards and Stock Bonuses), a Participant will have no rights as a stockholder unless and until such Incentive Awards are exercised for, or paid in the form of, shares of Common Stock and the Participant becomes the holder of record of such shares. Except as otherwise provided in the Plan, no adjustment will be made for dividends or distributions with respect to such Incentive Awards as to which there is a record date preceding the date the Participant becomes the holder of record of such shares, except as the Committee may determine in its discretion.

          14.3 Restrictions on Transfer. Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by the Plan, unless approved by the Committee in its sole discretion, no right or interest of any Participant in an Incentive Award prior to the exercise or vesting of such Incentive Award will be assignable or transferable, or

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subjected to any lien, during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise. A Participant will, however, be entitled to designate a beneficiary to receive an Incentive Award upon such Participant’s death, and in the event of a Participant’s death, payment of any amounts due under the Plan will be made to, and exercise of any Options (to the extent permitted pursuant to Section 11 of the Plan) may be made by, the Participant’s legal representatives, heirs and legatees.

          14.4 Breach of Confidentiality or Non-Compete Agreements. Notwithstanding anything in the Plan to the contrary, in the event that a Participant materially breaches the terms of any confidentiality or non-compete agreement entered into with the Company or any Subsidiary, whether such breach occurs before or after termination of such Participant’s employment or other service with the Company or any Subsidiary, the Committee in its sole discretion may immediately terminate all rights of the Participant under the Plan and any agreements evidencing an Incentive Award then held by the Participant without notice of any kind.

          14.5 Non-Exclusivity of the Plan. Nothing contained in the Plan is intended to modify or rescind any previously approved compensation plans or programs of the Company or create any limitations on the power or authority of the Board to adopt such additional or other compensation arrangements as the Board may deem necessary or desirable.

15. Securities Law and Other Restrictions.

          Notwithstanding any other provision of the Plan or any agreements entered into pursuant to the Plan, the Company will not be required to issue any shares of Common Stock under this Plan, and a Participant may not sell, assign, transfer or otherwise dispose of shares of Common Stock issued pursuant to Incentive Awards granted under the Plan, unless (a) there is in effect with respect to such shares a registration statement under the Securities Act and any applicable state or foreign securities laws or an exemption from such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other regulatory body which the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions.

16. Performance-Based Compensation Provisions.

          The Committee, when it is comprised solely of two or more outside directors meeting the requirements of Section 162(m) of the Code (“Section 162(m)”), in its sole discretion, may designate whether any Incentive Awards are intended to be “performance-based compensation” within the meaning of Section 162(m). Any Incentive Awards so designated will, to the extent required by Section 162(m), be conditioned upon the achievement of one or more Performance Criteria, and such Performance Criteria will be established by the Committee within the time period prescribed by, and will otherwise comply with the requirements of, Section 162(m) giving due regard to the disparate treatment under Section 162(m) of Options and Stock Appreciation

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Rights (where compensation is determined based solely on an increase in the value of the underlying stock after the date of grant or award), as compared to other forms of compensation, including Restricted Stock Awards, Performance Units and Stock Bonuses. The Committee shall also certify in writing that such Performance Criteria have been met prior to payment of compensation to the extent required by Section 162(m).

17. Deferrals and Settlements.

          The Committee may permit Participants to elect to defer the issuance of shares or the settlement of Incentive Awards in cash under such rules and procedures as it may establish under the Plan; provided that any such election to defer shares or the settlement of Incentive Awards shall comply with Section 409A. It may also provide that deferred settlements include the payment or crediting of interest or dividend equivalents on the deferral amounts.

18. Plan Amendment, Modification and Termination.

          The Board may suspend or terminate the Plan or any portion thereof at any time, and may amend the Plan from time to time in such respects as the Board may deem advisable in order that Incentive Awards under the Plan will conform to any change in applicable laws or regulations or in any other respect the Board may deem to be in the best interests of the Company; provided, however, that no amendments to the Plan will be effective without approval of the stockholders of the Company if stockholder approval of the amendment is then required pursuant to Section 422 of the Code or the rules of the Nasdaq Stock Market or any other stock exchange, if applicable at such time. No termination, suspension or amendment of the Plan may adversely affect any outstanding Incentive Award without the consent of the affected Participant; provided, however, that this sentence will not impair the right of the Committee to take whatever action it deems appropriate under Sections 3.2, 4.3 and Article 13 of the Plan.

19. Effective Date and Duration of the Plan.

          The Plan was adopted by the Board effective on February 22, 2000. The Plan is hereby amended and restated effective July 14, 2008. The Plan will terminate at midnight on February 22, 2010, and may be terminated prior to such time by Board action, and no Incentive Award will be granted after such termination. Incentive Awards outstanding upon termination of the Plan may continue to be exercised, or become free of restrictions, in accordance with their terms.

20. Miscellaneous.

          20.1 Governing Law. Except to the extent expressly provided herein or in connection with other matters of corporate governance and authority (all of which shall be governed by the laws of the Company’s jurisdiction of incorporation), the validity, construction, interpretation, administration and effect of the Plan and any rules, regulations and actions relating to the Plan will be governed by and construed exclusively in accordance with the laws of the State of Minnesota, notwithstanding the conflicts of laws principles of any jurisdictions.

          20.2 Successors and Assigns. The Plan will be binding upon and inure to the benefit of the successors and permitted assigns of the Company and the Participants.

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          20.3 Section 409A. To the extent that the Committee determines that any Incentive Award granted under the Plan is subject to Section 409A, the agreement evidencing such Incentive Award shall incorporate the terms and conditions required by Section 409A. To the extent applicable, the Plan and agreements evidencing Incentive Awards shall be interpreted in accordance with Section 409A. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any Incentive Award may be subject to Section 409A, the Committee reserves the right (without any obligation to do so or to indemnify any Participant for failure to do so) to adopt such amendments to the Plan and the applicable agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Incentive Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Incentive Award, or (b) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under such Section.

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EX-10.20

Exhibit 10.20

NASH-FINCH COMPANY
AMENDED AND RESTATED
DIRECTOR DEFERRED COMPENSATION PLAN

1. Description.

     1.1 Name. The name of this plan (the "Plan”) is the “Amended and Restated Nash-Finch Company Director Deferred Compensation Plan.”

     1.2 Purpose. The purpose of the Plan is to provide each Qualified Director with the opportunity to defer receipt of Director Cash Compensation through credits to his or her Share Account or Cash Account.

     1.3 Type. The Plan is maintained primarily for the purpose of providing deferred compensation for Qualified Directors and is intended to be unfunded for tax purposes. 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.

     1.4 Relationship to 1997 Non-Employee Director Stock Compensation Plan. The Company previously adopted the Nash-Finch Company 1997 Non-Employee Director Stock Compensation Plan (the “1997 Plan”), a plan which, as amended, is 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 1997 Plan to provide that there may be no new participants in such plan after December 31, 2004 and that no additional deferrals may be made by participants in such plan after December 31, 2004, and (b) to adopt this new Plan for 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.

2. Participation.

     2.1 Eligibility. Each individual who is a Qualified Director is eligible to participate in the Plan. 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 Director as of the first day of a Plan Year shall complete, execute and return to the Administrator an election form and a beneficiary designation form prior to the first day of such Plan Year, or such earlier deadline as may be established by the Plan Rules.

     (b) An individual who first becomes a Qualified Director after the first day of a Plan Year must, in order to participate for the remainder of that Plan Year, complete and return to the Administrator the documents specified in Section 2.2(a) within thirty (30) days after he or she first becomes a Qualified Director, or by such earlier deadline as may be established by Plan Rules. In such event, such person shall not be permitted to defer under the Plan any portion of his or her Director Cash Compensation that is paid with respect to services performed prior to his or her participation commencement date.

     (c) Each Qualified Director shall commence participation in the Plan on the date that the Administrator determines that the Qualified Director has met all participation requirements, including returning all required documents to the Administrator within the specified time period. The Administrator shall process a Participant’s deferral election as soon as administratively practicable after such deferral election is submitted to and accepted by the Administrator.

     (d) If a Qualified Director fails to meet all requirements contained in this Section 2.2 within the period required, that Qualified Director shall not be entitled to participate in the Plan during such Plan Year.

     2.3 Condition of Participation. Each Qualified Director, as a condition of participation in the Plan, 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 Administrator such pertinent information, and execute such election forms and other instruments, as the Administrator or Plan Rules may require by such dates as the Administrator or Plan Rules may establish.

     2.4 Termination of Participation. A Participant will cease to be such as of the date on which he or she is not then eligible to make deferrals and his or her entire Account balance has been distributed.

3. Deferral Elections.

     3.1 Minimum and Maximum Deferrals.

     (a) Full Plan Year. For each full Plan Year, a Participant may elect to defer the payment of his or her Director Cash Compensation by any one percent increment from one percent to a maximum of one hundred percent (100%). The percentage so elected for Director Cash Compensation will automatically apply to the Participant’s Director Cash Compensation as adjusted from time to time. The Participant may also elect to defer any dollar amount of Director Cash Compensation, in even $1,000 increments, so long as the total amount deferred will not, in any case, exceed the applicable maximum deferral amount as specified above. For an election to be effective, a Participant must elect to defer a minimum of $5,000 of his or her annual Director Cash Compensation. If the Administrator determines, prior to the beginning of a Plan Year, that a Participant has made an election for less than the stated minimum annual deferral amount, or if no election is made, the amount deferred shall be zero.

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     (b) Short Plan Year. If a Participant first becomes eligible to participate in the Plan after the first day of a Plan Year, the minimum annual amount of his or her Director Cash Compensation that may be deferred shall be equal to $5,000 multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year after the Qualified Director first becomes eligible to participate in the Plan and the denominator of which is 12. The maximum annual amount that may be deferred for that Plan Year will be the amount of Director Cash Compensation not yet earned by the Participant as of the date the Participant commences participation in the Plan.

     3.2 Elections to be Made.

     (a) 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 to the amount of Director Cash Compensation payable with respect to such Plan Year that is to be deferred;

     (ii) an election as to how the deferral is to be allocated (in increments of one percent) among his or her Cash Subaccount and Share Subaccount for such Plan Year;

     (iii) an election, as described in Section 6.1(b), as to the manner in which the Participant will receive his or her Separation Benefit for such Plan Year;

     (iv) an election, as described in Section 6.2(b), as to the manner in which the Participant will receive his or her Disability Benefit for such Plan Year;

     (v) such other elections as the Administrator deems necessary or desirable under the Plan.

For any election to be valid, the election form must be completed and signed by the Participant, timely delivered to the Administrator (in accordance with Section 2.2 above) and accepted by the Administrator. Elections with respect to a Plan Year succeeding the Plan Year in which the Participant’s participation commences shall be made by timely delivering a new election form to the Administrator, 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 form is timely delivered for a Plan Year, the Director Cash Compensation to be deferred shall be zero for that Plan Year.

4. Crediting and Vesting of Contributions to a Participant’s Account.

     4.1 Participant Accounts. The Administrator will establish and maintain an Account for each Participant to evidence amounts credited with respect to the Participant pursuant to

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Sections 4 and 5. A Participant’s Account may include a Cash Subaccount and a Share Subaccount.

     4.2 Withholding and Crediting of Covered Compensation. For each Plan Year, deferrals of Director Cash Compensation shall be withheld at the time the Director Cash Compensation is 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. Deferred amounts of Director Cash Compensation will be credited to a Participant’s Account at the time such amounts would otherwise have been paid to the Participant. Such credits to the Qualified Director’s Cash Subaccount will be in U.S. dollars in an amount equal to the amount of the deferral allocated to the Cash Subaccount by the Qualified Director. Such credits to a Qualified Director’s Share Subaccount will be the number of full and fractional Share Units determined by dividing the amount of Director Cash Compensation to be allocated to the Share Subaccount by the Market Price on the date as of which the credit is made.

     4.3 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 Director Cash Compensation that a Participant has elected to defer in accordance with Section 3.1 would otherwise be credited to the Participant’s Account, such amount shall not be so credited but shall be paid to the Participant in a lump sum as soon as administratively practicable after such amount would otherwise have been credited to the Participant’s Account, but in no event later than March 15 of the year following the calendar year in which such amount would otherwise have been credited to the Participant’s Account.

     4.4 Vesting. A Participant shall at all times be 100% vested in his or her Account balance.

5. Investment Credits.

     5.1 Cash Subaccounts.

     (a) Designation of Measurement Funds. The Administrator will designate two or more Measurement Funds that will serve as the basis for determining Investment Credits to a Participant’s Cash Subaccount. The Administrator 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 Administrator 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 Section 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 in writing on an election form to the Administrator. If a Participant fails to direct the manner in

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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)

     (d) 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 Section 4 will be, or his or her existing Cash Subaccount 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 in writing on an election form to the Administrator, and will be effective as soon as reasonably practicable after receipt of the election form by the Administrator.

     (e) Effecting a Change in Direction. 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 Administrator.

     (f) Account Adjustment. As of the close of business on each day on which trading occurs on the NASDAQ National Market System, the Administrator 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 Market Price 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

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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 Administrator will make such adjustment, if any, as the Administrator 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 Unit. A Participant’s Account Balance will at all times be a bookkeeping entry only and will not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company. If the Company 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 Section 3.2(a)(ii) and this Section 5. Neither the Company, any of its directors, officers or employees, nor the Administrator 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 the Plan.

6. Distributions of Amounts Credited to Plan Accounts.

     6.1 Separation Benefit.

     (a) Amount of Separation Benefit. A Participant who experiences a Separation from Service shall receive, as a Separation Benefit, his or her vested Account balance, calculated as of the close of business on the Participant’s Benefit Distribution Date.

     (b) Payment of Separation 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 on an election form to receive his or her Separation Benefit in a lump sum or pursuant to the Annual Installment Method for up to fifteen (15) years. If a Participant does not make any election with respect to the payment of his or her Separation Benefit for a Plan Year, then such Participant shall be deemed to have elected to receive the Separation Benefit in a lump sum for such Plan Year. For purposes of this Section 6, a single lump sum payment may be made in the form of cash or Shares. The 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.

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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.

     (c) Change in Election. A Participant may change his or her election with respect to the payment of a Separation Benefit for each Plan Year one time by submitting an election form to the Administrator in accordance with the following criteria:

     (i) Such election form must be submitted to and accepted by the Administrator at least twelve (12) months prior to the Participant’s originally scheduled Benefit Distribution Date for such Plan Year;

     (ii) The Separation Benefit payment(s) is (are) delayed at least five (5) years from the Participant’s originally scheduled Benefit Distribution Date for such Plan Year in accordance with the requirements of Section 409A(a)(4) of the Code and regulations and rulings issued thereunder; and

     (iii) The election to change the timing of the payment of the Separation Benefit shall have no effect until at least twelve (12) months after the date on which the election is made for such Plan Year.

     6.2 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.

     (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 on an election form to receive the Disability Benefit in a lump sum or pursuant to the Annual Installment Method for up to five (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 lump sum for such Plan Year. The 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 installments, if any, shall be paid no later than sixty (60) days after each anniversary of the Participant’s Benefit Distribution Date.

     6.3 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 lump sum payment, whether or not installment payments had already commenced to the Participant before his or her death. The lump

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sum payment shall be made no later than sixty (60) days after the Participant’s Benefit Distribution Date.

     6.4 Partial Distributions. Any installment payment or partial distribution to a Participant from his or her Cash Subaccount shall be deemed to have been made proportionally from each of the Measurement Funds into which amounts credited to such 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 the Plan.

     6.5 Form of Distribution. Any distribution from a Participant’s Cash Subaccount will be made in cash only. Any distribution from a Participant’s Share Subaccount will be made in full Shares only and cash in lieu of any fractional Share (in an amount based on the Market Price on the applicable distribution date).

     6.6 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 date of the distribution.

     6.7 Limitations on Share Distributions. Notwithstanding any other provision of the Plan to the contrary, neither the Company nor the Trustee is required to issue or distribute any Shares under the Plan, and a distributee may not sell, assign, transfer or otherwise dispose of Shares issued or distributed pursuant to the Plan, unless (a) there is in effect with respect to such Shares a registration statement under the Securities Act and any applicable state securities laws or an exemption from such registration under the Securities Act and applicable state securities laws, and (b) there has been obtained any other consent, approval or permit from any other regulatory body which the Company deems necessary or advisable. The Company or the Trustee may condition such issuance, distribution, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing Shares, as may be deemed necessary or advisable by the Company in order to comply with such securities laws or other restrictions. This Section 6.7 will not operate to defer the date as of which the benefit payable to the Participant under the Plan is includable in taxable income under Section 409A of the Code.

7. Withdrawals for Unforeseeable Emergencies.

     7.1 Suspension of Deferrals; Distribution. If a Participant experiences an Unforeseeable Emergency, the Participant may petition the Administrator to suspend deferrals of Director Cash Compensation to the extent deemed necessary by the Administrator 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 Administrator to receive a partial or full distribution of his or her vested Account balance from the Plan.

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     7.2 Limitation on Amount of Distribution. Any distribution under Section 7.1(a) 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, 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 Administrator. 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 Administrator, in its sole discretion, determines that suspension is required by applicable tax law. Any distribution pursuant to this Section 7.1 will be made first from the Participant’s Cash Subaccount and then from the Participant’s Share Subaccount, with the amount distributed from the Share Subaccount determined based upon the Market Price as of the close of business on the date the amount becomes payable.

     7.3 Suspension of Deferrals. If the Administrator approves a Participant’s petition for suspension and/or distribution under Section 7.1(a), the Participant’s deferrals under the Plan shall be suspended as of the date of such approval. If a petition for distribution under Section 7.1(a) 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 Section 7.1 may not recommence until the first day of the next Plan Year beginning after the date deferrals ceased.

8. Beneficiary Designation and Distributions.

     8.1 Manner of Designation. Each Participant may designate, on a form prescribed by the Administrator, 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 form is executed by the Participant and received by the Administrator during the Participant’s lifetime. Upon receipt by the Administrator of a new beneficiary designation form, all beneficiary designations previously filed shall be canceled.

     8.2 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 Administrator 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.

     8.3 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.

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     8.4 Identifying Beneficiaries. The automatic Beneficiaries specified in Section 8.3 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 Administrator has any doubt as to the proper Beneficiary to receive payments pursuant to the Plan, the Administrator shall have the right, exercisable in its discretion, to cause the Company or the Trustee to withhold such payments until this matter is resolved to the Administrator’s satisfaction.

     8.5 Payment in Event of Incapacity. If any individual entitled to receive any payment under the Plan is, in the judgment of the Administrator, physically, mentally or legally incapable of receiving or acknowledging receipt of the payment, and no legal representative has been appointed for the individual, the Administrator may (but is not required to) cause the payment to be made to any one or more of the following as may be chosen by the Administrator: the Beneficiary (in the case of the incapacity of a Participant); the institution maintaining the individual; a custodian for the individual under the Uniform Transfers to Minors Act of any state; or the individual’s spouse, children, parents, or other relatives by blood or marriage. The Administrator is not required to see to the proper application of any such payment.

     8.6 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary or in accordance with Section 8.5 shall fully and completely discharge the Company and the payment completely discharges all claims under the Plan against the Company, the Administrator, the Plan and the Trust to the extent of the payment.

9. Source of Payments; Nature of Interest.

     9.1 Trust.

     (a) Establishment of Trust. The Company may establish a Trust with an independent corporate trustee in order to provide assets from which the obligations of the Company 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 Company 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 9.1(a) and only to the extent such transfer would not be treated as a transfer of property within the meaning of Section 83(b) of the Code by operation of Section 409A(b)(2) of the Code, not later than the effective date of a Change in Control, the Company must transfer to the Trust an amount not less than the amount by which (i) one hundred and twenty five percent (125%) of the aggregate balance of all Participants’ Accounts as of the last day of the month immediately preceding the effective date of the Change in Control exceeds (ii) the value

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of the Trust assets attributable to amounts previously contributed by the Company as of the most recent date as of which such value was determined.

     9.2 Source of Payments.

     (a) Company’s Responsibility. The Company will pay, from its general assets, the portion of any benefit payable pursuant to Sections 6, 7 or 8, 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 the Company’s obligations under the Plan in accordance with the terms of the Trust. The Company is responsible for paying any benefits attributable to a Participant’s Account that are not paid by the Trust.

     9.3 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 Company, Participants and the creditors of the Company to the assets transferred to the Trust. The Company 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 Company 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 Company.

10. Amendment and Termination.

     10.1 Termination of Plan. By action of its Board, the Company may terminate the Plan at any time. If the Plan is terminated, no additional deferrals or deferral 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 Section 5, until they are distributed pursuant to Sections 6, 7 or 8.

     10.2 Amendment of Plan.

     (a) By action of its Board, 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 9.1(b), this Section 10.2 or Section 14.9 will be effective with respect to any Change in Control, as defined in Section 14.9 without regard to the attempted amendment, occurring within twelve (12) months after the date on which the attempted amendment is approved by the Company’s Board unless (x) each Participant provides

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his or her prior written consent to the amendment, or (y) any such amendment is, in the judgment of the Company’s Board, 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 Administrator shall determine that the terms of the Plan may result in the failure of the Plan, or amounts deferred by or for any Participant under the Plan, to comply with the requirements of Section 409A of the Code, then (to the extent applicable) the Administrator shall have the authority (without any obligation to do so or to indemnify any Participant for failure to do so) to take such action to amend, modify, cancel or terminate the Plan or distribute any or all of the amounts deferred by or for a Participant, or take such other actions as it determines are necessary or appropriate to (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 Administrator determines that delayed commencement of any portion of the Account payable to a Specified Employee pursuant to the Plan is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then no portion of the Participant’s Account shall be payable to Participant prior to the earlier of (i) the expiration of the six-month period measured from the date of the Participant’s Separation from Service 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

11. Administration.

     11.1 Administrator. The general administration of the Plan and the duty to carry out its provisions will be vested in the Corporate Governance Committee of the Board or such other Board committee or person as may be subsequently designated as Administrator by the Board. Any individual serving as Administrator may be a Participant under the Plan, but any such individual who is a Participant shall not vote or act on any matter relating solely to himself or herself. Such committee may delegate such duties or any portion thereof to a named person and may from time to time revoke such authority and delegate it to another person. To the extent such authority has been delegated, references in this Plan to the “Administrator” shall be deemed to include any person to whom the applicable authority has been delegated.

     11.2 Plan Rules and Regulations. The Administrator has the discretionary power and authority to make such Plan Rules as the Administrator determines to be consistent with the terms, and necessary or advisable in connection with the administration, of the Plan and to modify or rescind any such Plan Rules.

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     11.3 Administrator’s Discretion. The Administrator has the sole discretionary power and authority to make all determinations necessary for administration of the Plan, except those determinations that the Plan requires others to make, and to construe, interpret, apply and enforce the provisions of the Plan and Plan Rules whenever necessary to carry out its intent and purpose and to facilitate its administration, including, without limitation, the discretionary power and authority to remedy ambiguities, inconsistencies, omissions and erroneous benefit calculations. In the exercise of its discretionary power and authority, the Administrator will treat all similarly situated persons uniformly. The Administrator’s interpretations, determinations, regulations and calculations are final and binding on all persons and parties concerned. However, the Administrator shall have no power to exercise discretion as to the timing or form of benefit payments under the Plan.

     11.4 Specialist’s Assistance. The Administrator may retain such actuarial, accounting, legal, clerical and other services as may reasonably be required in the administration of the Plan, and may pay reasonable compensation for such services. All costs of administering the Plan will be paid by the Company.

     11.5 Indemnification. The Company agrees to indemnify and hold harmless, to the extent permitted by law, each director, officer and employee of the Company and any subsidiary or affiliate of the Company 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 Company has 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.

12. Claims Procedures.

     12.1 Submission of Claim. Any Participant or Beneficiary of a deceased Participant (either being referred to in this Section as a “Claimant”) may deliver to the Administrator 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.

     12.2 Consideration by Administrator. The Administrator will consider a Claimant’s claim within a reasonable time, but no later than ninety (90) days after receiving the claim. The Administrator 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;

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     (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; and

     (iv) an explanation of the claim review procedure set forth in Sections 12.3 and 12.4 below.

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

     12.4 Decision on Review. The Administrator shall render its decision on review promptly and in any case within sixty (60) days of the later of the date the Administrator 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 Administrator 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; and

     (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 to the Claimant’s claim for benefits.

     12.5 Extensions of Time. The ninety (90) and sixty (60) day periods specified in Sections 12.2 and 12.4 during which the Administrator must respond to the Claimant may be extended by up to an additional ninety (90) and sixty (60) days, respectively, if special circumstances beyond the Administrator’s control so require.

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     12.6 Legal Action. A Claimant’s compliance with the foregoing provisions of this Section 12 is a prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan.

     12.7 Claims Procedures for Disability Claims.

     (a) Consideration by Administrator. Notwithstanding anything in the Plan to the contrary, in the case of a claim relating to the payment of a Disability benefit under the Plan, within forty-five (45) days after the Claimant files the claim, the Administrator shall notify the Claimant whether the claim has been upheld or denied. This period may be extended for up to thirty (30) days if the Administrator determines that such an extension is necessary and provides an extension notice during the initial forty-five (45) day period. If an extension is necessary, a decision shall be made within seventy (75) days after the Claimant files the claim. A second extension may be granted if, prior to the end of the first thirty (30) day period, if the Administrator notifies the Claimant that such an extension is necessary. If a second extension is necessary a decision shall be made within one hundred five (105) days after the Claimant files the claim. If the Claimant failed to provide sufficient information to determine whether benefits are covered or payable under the Plan, the Claimant will have at least forty-five (45) days to complete the claim. If the Administrator denies the claim, the Claimant shall be provided with written or electronic notification of the following:

     (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

     (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

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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) A 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 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.

13. Miscellaneous.

     13.1 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 the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

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     13.2 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.

     13.3 Offsets. The Company may offset against amounts payable to a Participant or Beneficiary under the Plan any amounts then owing to the Company by such Participant or Beneficiary.

     13.4 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 the Company is responsible for paying any costs it incurs, including attorney’s fees and legal expenses.

     13.5 No Warranties Regarding Tax Treatment. The Company makes 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 Administrator and the Company and its officers, directors, employees, agents and advisors harmless from any liability resulting from any tax position taken in good faith in connection with the Plan.

     13.6 Governing Law. To the extent that state law is not preempted by the provisions of 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.

     13.7 Notices. Any notice or filing required or permitted to be given to the Administrator under this 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 this 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.

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     13.8 Successors. The provisions of this Plan shall bind and inure to the benefit of the Company and its successors and assigns.

     13.9 Separability. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

     13.10 Insurance. The Company, on its 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 Company may choose. The Company 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 Company 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 Company has applied for insurance.

     13.11 Headings. The headings of Sections and Subsections 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.

14. Definitions. The definitions set forth in this Section 14 apply in construing the
Plan unless the context otherwise indicates.

     14.1 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 this Plan. Subaccounts within any such Account may be established for any Participant to the extent deemed necessary by the Administrator, and will include a Cash Subaccount and a Share Subaccount.

     14.2 Administrator. The “Administrator” of the Plan is the Corporate Governance Committee of the Board or such other committee or the person to whom administrative duties are delegated pursuant to the provisions of Section 11.1, as the context requires.

     14.3 Annual Installment Method. “Annual Installment Method” means a series of annual cash installment payments (in the case of a Participant’s Cash Subaccount) or annual installment Share distributions (in the case of a Participant’s Share Subaccount) over a number of years selected by the Participant in accordance with this Plan, with the amount of each installment payment to be calculated by multiplying the Participant’s then current vested Cash Subaccount 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, and the number of Shares comprising each installment Share distribution to be calculated by multiplying the Participant’s then current vested Share Unit balance in his or her Share Subaccount by the same fraction (and rounding the product to the nearest full Share). For purposes of Section 409A of the Code, the Participant’s right to receive installment payments pursuant to the Plan and this Section 14.3 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 Cash Subaccount balance” or “then current vested Share Unit balance” shall be (a) for the first annual installment, the Participant’s vested Cash Subaccount balance or vested Share Unit balance, as the case may be, as of the close of

18

business on the Participant’s Benefit Distribution Date, and (b) for each remaining annual installment, the comparable balances on the applicable anniversary of the Participant’s Benefit Distribution Date. By way of example, if the Participant elects a ten (10) year Annual Installment Method for the Separation Benefit, the first payment or Share distribution shall be 1/10 of the applicable vested balance, and the following year, the payment or Share distribution shall be 1/9 of the applicable vested balance.

     14.4 Annual Retainer. “Annual Retainer” means the regular retainer payable by the Company to a Qualified Director for a twelve (12) month period of service as a Qualified Director, exclusive of fees specifically paid for attending or chairing regular or special meetings of the Board and Board committees, fees or special retainers paid for membership on standing Board committees or for serving as the chair of the Board or standing Board committees, expense allowances or reimbursements, insurance premiums and any other payments that are determined by reference to factors other than holding office as a Qualified Director.

     14.5 Beneficiary. “Beneficiary” means one or more persons, trusts, estates or other entities, designated in accordance with Section 8, that are entitled to receive benefits under this Plan upon the death of a Participant.

     14.6 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 experiences a Separation from Service, his or her Benefit Distribution Date for each Plan Year deferral shall be the date on which the Participant experiences the Separation from Service, provided, however, (i) if the Participant is a Specified Employee, his or her Benefit Distribution Date with respect to a Plan Year shall be postponed to the last day of the six-month period immediately following the date on which the Participant experiences the Separation from Service, or (ii) in the event the Participant changes his or her Separation Benefit election in accordance with Section 6.1(c) with respect to a Plan Year, his or her Benefit Distribution Date for such Plan Year shall be postponed in accordance with such Section 6.1(c); or

     (b) The date on which the Administrator is provided with proof that is satisfactory to the Administrator of the Participant’s death, if the Participant dies prior to the complete distribution of his or her vested Account balance; or

     (c) The date on which the Participant becomes Disabled.

     14.7 Board. “Board” means the board of directors of the Company.

     14.8 Cash Subaccount. “Cash Subaccount” means a Subaccount to which deferrals of Director Cash Compensation are credited in U.S. dollars.

     14.9 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

19

group, constitutes more than fifty 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 fifty percent (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).

     14.10 Code. “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes a reference to that provision as it may be amended from time to time and to any successor provision.

     14.11 Company. “Company” means Nash-Finch Company, and any successor to all or substantially all of the Company’s assets or business.

     14.12 Director Cash Compensation. “Director Cash Compensation” means all amounts payable in cash by the Company to a Qualified Director for his or her services to the Company as a Qualified Director, (a) including an annual retainer for Board and Board committee membership, an annual retainer for chairing the Board or a Board committee, and fees specifically paid for attending meetings of the Board and Board committees, but (b) excluding equity-based compensation arrangements such as stock options and performance or restricted stock units granted under equity-based compensation plans of the Company, expense allowances or reimbursements and insurance premiums paid to or on behalf of Qualified Directors.

     14.13 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

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     (b) receiving income replacement benefits for a period of not less than 3 months under any accident and health plan covering Employees.

     14.14 Disability Benefit. “Disability Benefit” means the benefit set forth in Section 6.2.

     14.15 Investment Credits. “Investment Credits” are the gains or losses allocable to the Cash Subaccounts of Participants under Section 5 based on the Measurement Funds elected by the Participant.

     14.16 Market Price. “Market Price” means the closing sale price for Shares on a specified date or, if Shares were not then traded, on the most recent prior date when Shares were traded, all as reported on the Nasdaq National Market or such other exchange as the Shares may be traded from time to time.

     14.18 Participant. “Participant” is a current or former Qualified Director to whose Account amounts have been credited pursuant to Section 3 and who has not ceased to be a Participant pursuant to Section 2.4.

     14.19 Plan. “Plan” means the Amended and Restated Nash-Finch Company Director Deferred Compensation Plan.

     14.20 Plan Rules. “Plan Rules” are rules, policies, practices or procedures adopted by the Administrator pursuant to Section 11.2.

     14.21 Plan Year. “Plan Year” means a calendar year.

     14.22 Qualified Director. “Qualified Director” means an individual who is a member of the Board and who is not a current employee of the Company or any of its subsidiaries.

     14.23 Securities Act. “Securities Act” means the Securities Act of 1933, as amended. Any reference to a specific provision of the Securities Act includes a reference to that provision as it may be amended from time to time and to any successor provision.

     14.24 Separation from Service. “Separation from Service” means the Participant’s separation from service as a director with the Company, voluntarily or involuntarily, for any reason other than Disability or death.

     14.25 Separation Benefit. “Separation Benefit” means the benefit set forth in Section 6.1.

     14.26 Share Subaccount. “Share Subaccount” means an account to which amounts are credited in Share Units.

     14.27 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.

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     14.28 Shares. “Shares” means 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).

     14.29 “Specified Employee” means Specified Employee” means any Participant who, as of the date of such Participant’s Separation from Service, 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.

     14.30 Trust. “Trust” means any trust or trusts established by the Company pursuant to Section 9.1.

     14.31 Trustee. “Trustee” means the independent corporate trustee or trustees that at the relevant time has or have been appointed to act as Trustee of the Trust.

     14.32 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 due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

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EX-10.22

Exhibit 10.22

NASH-FINCH COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
As Amended and Restated Effective July 14, 2008

Table of Contents

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

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

NASH-FINCH COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated on July 14, 2008

ARTICLE 1
Description

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

ARTICLE 2
Participation

2.1 Eligibility.

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

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

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

1

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

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

ARTICLE 3
Benefits

3.1 Participant Accounts.

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

3.2 Compensation Credits.

(A)

As of the close of the last day of each Plan Year, after receiving the earnings credit for the calendar quarter then ending pursuant to Section 3.4, the Account of an Active Participant who satisfies the conditions described in Subsection (B) for the Plan Year will be credited with an amount equal to 20 percent of his or her Base Salary for the Plan Year.

(B)

To be eligible to have a credit made on his or her behalf for a Plan Year, an Active Participant must be actively employed by, or on an approved leave of absence from, an Affiliate on the last day of the Plan Year. For this purpose, an Active Participant’s status as an employee of an Affiliate on the last day of the Plan Year will be based on the Affiliate’s classification on that day without regard to any subsequent retroactive reclassification.

3.3 Executive Incentive Bonus and Deferred Compensation Plan Interest.

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

2

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

3.4

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

3.5

Vesting.

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

3

(B)

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

(C)

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

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

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

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

ARTICLE 4
Distribution

4.1 Distribution to Participant.

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

4

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

(1)

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

(2)

Divestitures.

(a)

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

(b)

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

5

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

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

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

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

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

4.2 Distribution to Beneficiary.

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

6

(C)	Amount. The amount of the payment will be equal to the Participant’s vested Account balance as of the last day of the calendar quarter immediately preceding the payment.
(D)	Reduction of Account Balance. The balance of the Account from which a distribution is made will be reduced by the amount of the distribution as of the beginning of the date of the distribution.
(E)	Beneficiary Designation.

(1)

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

(2)

If a Participant

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

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

(3) The automatic Beneficiaries specified above and, unless the designation otherwise specifies, the Beneficiaries designated by the Participant, become fixed as of the Participant’s death so that, if a Beneficiary survives the Participant but dies before the receipt of the payment due such Beneficiary, the payment will be made to the representative of such Beneficiary’s estate. Any designation of a Beneficiary by name that is accompanied by a description of relationship or only by statement of relationship to the Participant is effective only to designate the

7

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

4.3

Payment in Event of Incapacity. If any individual entitled to receive any payment under the Plan is, in the judgment of the Administrator, physically, mentally or legally incapable of receiving or acknowledging receipt of the payment, and no legal representative has been appointed for the individual, the Administrator may (but is not required to) cause the payment to be made to any one or more of the following as may be chosen by the Administrator: the Beneficiary (in the case of the incapacity of a Participant); the institution maintaining the individual; a custodian for the individual under the Uniform Transfers to Minors Act of any state; or the individual’s spouse, children, parents, or other relatives by blood or marriage. The Administrator is not required to see to the proper application of any such payment and the payment completely discharges all claims under the Plan against the Participating Employer, the Plan and Trust to the extent of the payment.

4.4

Effect of Delay or Failure to Ascertain Amount Distributable or to Locate Distributee.

(A)

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

(B)

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

ARTICLE 5
Source of Payments; Nature of Interest

5.1 Establishment of Trust.

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

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

(B)

Notwithstanding Subsection (A), not later than the effective date of a Change in Control, each Participating Employer must transfer to the Trust an amount not less than the amount by which (1) 125 percent of the aggregate balance of all Participants’ Accounts attributable to the Participating Employer as of the last day of the month immediately preceding the effective date of the Change in Control exceeds (2) the value of the Trust assets attributable to amounts previously contributed by the Participating Employer as of the most recent date as of which such value was determined.

5.2 Source of Payments.

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

5.3

Status of Plan. Nothing contained in the Plan or Trust is to be construed as providing for assets to be held for the benefit of any Participant or any other person or persons to whom benefits are to be paid pursuant to the terms of the Plan, the Participant’s or other person’s only interest under the Plan being the right to receive the benefits set forth herein. The Trust is established only for the convenience of the Participating Employers and no Participant has any interest in the assets of the Trust. To the extent the Participant or any other person acquires a right to receive benefits under the Plan, such right is no greater than the right of any unsecured general creditor of the Participating Employer. The Plan is intended to comply with the requirements of Section 409A.

5.4

Non-assignability of Benefits. The benefits payable under the Plan and the right to receive future benefits under the Plan may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process.

ARTICLE 6
Adoption, Amendment, Termination

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

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6.2 Amendment.

(A)	The Compensation and Management Development Committee of the Company reserves the right to amend the Plan at any time to any extent that it may deem advisable. To be effective, an amendment must be stated in a written instrument approved in advance or ratified by the Compensation and Management Development Committee and executed in the name of the Company by a member of the Compensation and Management Development Committee.
(B)	An amendment adopted in accordance with Subsection (A) is binding on all interested parties as of the effective date stated in the amendment; provided, however, that (1) no amendment may adversely affect a benefit to which a Participant, or the Beneficiary of a deceased Participant, is entitled under the terms of the Plan as of the later of the adoption date or effective date of the amendment (2) no amendment may cause the Plan to fail to meet the requirements of Section 409A with respect to any Participant without such Participant’s consent and (3) no attempted amendment to Section 3.5(D), 5.1(B), this clause (3) or Section 7.8 will be effective with respect to any Change in Control, as defined in Section 7.8 without regard to the attempted amendment, occurring within 12 months after the date on which the attempted amendment is approved by the Compensation and Management Development Committee unless each Participant provides his or her written consent to the amendment. Notwithstanding the foregoing, the Compensation and Management Development Committee may amend the Plan at any time to change the method for determining the earnings credit pursuant to Section 3.4 for the period after the later of the adoption date or effective date of the amendment, and such amendment may be applied both to future credits to Participants’ Accounts pursuant to Section 3.2 and to existing Account balances (but the amendment may not reduce the balance of any Account as of the later of the adoption date or effective date of the amendment). In addition, notwithstanding anything to the contrary in the Plan, if and to the extent the Administrator shall determine that the terms of the Plan may result in the failure of the Plan, or amounts deferred by or for any Participant under the Plan, to comply with the requirements of Section 409A (to the extent applicable), the Administrator shall have authority (without any obligation to do so or to indemnify any Participant for failure to do so) to take such action to amend, modify, cancel or terminate the Plan or distribute any or all of the amounts deferred by or for a Participant, or take such other actions as it determines are necessary or appropriate to (a) exempt any Account from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Account, or (b) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under such Section.
(C)	Notwithstanding any provisions of the Plan to the contrary, if the Administrator determines that delayed commencement of any portion of the Account payable to a Specified Employee pursuant to the Plan is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then no portion of the Participant’s Account shall be payable to Participant prior to the

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	earlier of (i) the expiration of the six-month period measured from the date of the Participant’s Termination of Employment or (ii) the date of the Participant’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to this Subsection (C) shall be paid in a lump sum to the Participant within 30 days following such expiration, and any remaining payments due to such Participant shall be paid as otherwise provided by the Plan.
(D)	Notwithstanding any provisions of the Plan to the contrary, the provisions of the Plan in effect on October 3, 2004, apply with respect to those Plan benefits that were earned and vested within the meaning of Treasury Regulations Section 1.409A-6(a) as of December 31, 2004, as well as the earnings thereon determined in accordance with Treasury Regulations Section 1.409A-6(a)(3)(iv) (“Grandfathered Benefits”).
(E)	The provisions of the Plan in effect at the Termination of a Participant’s Employment will, except as otherwise expressly provided by a subsequent amendment, continue to apply to such Participant.

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

ARTICLE 7
Definitions, Construction and Interpretation

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

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

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

(A)	Any one person or more than one person acting as a group acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company. However, if any one person or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a Change in Control;
(B)	Any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company;
(C)	Any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent

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	acquisition by such person or persons) all or substantially all of the assets of the Company; or
(D)	A majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election;

	provided, that the transaction or event described in subsection (a), (b), (c) or (d) also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).
7.9	Code
	“Code” means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes a reference to that provision as it may be amended from time to time and to any successor provision.
7.10	Company. “Company” means Nash-Finch Company.
7.11	Cross Reference. References within a section of the Plan to a particular subsection refer to that subsection within the same section and references within a section or subsection to a particular clause refer to that clause within the same section or subsection, as the case may be.
7.12	Deferred Compensation Plan. “Deferred Compensation Plan” has the meaning set forth in Section 3.3.
7.13	Disabled. “Disabled” means that a Participant is, by reason of any medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months:

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

7.14	ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. Any reference to a specific provision of ERISA includes a reference to that provision as it may be amended from time to time and to any successor provision.
7.15	Governing Law. To the extent that state law is not preempted by the provisions of ERISA, or any other laws of the United States, all questions pertaining to the construction, validity, effect and enforcement of the Plan will be determined in accordance with the internal, substantive laws of the State of Minnesota without regard to the conflict of law principles of the State of Minnesota or any other jurisdiction.
7.16	Grandfathered Benefits. “Grandfathered Benefits” has the meaning set forth in Section 6.2.

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7.17	Headings. The headings of articles and sections are included solely for convenience of reference; if there exists any conflict between such headings and the text of the Plan, the text will control.
7.18	Number and Gender. Wherever appropriate, the singular may be read as the plural, the plural may be read as the singular and one gender may be read as the other gender.
7.19	Participant. “Participant” is a current or former Active Participant to whose Account amounts have been credited pursuant to Article 3 and who has not ceased to be a Participant pursuant to Section 2.3.
7.20	Participating Employer. “Participating Employer” is the Company and any other Affiliate that has adopted the Plan, or all of them collectively, as the context requires. An Affiliate will cease to be a Participating Employer upon a termination of the Plan as to its Employees and the satisfaction in full of all of its obligations under the Plan or upon its ceasing to be an Affiliate.
7.21	Plan . “Plan” means the Nash-Finch Company Supplemental Executive Retirement Plan as amended and restated effective July 14, 2008.
7.22	Plan Rules. “Plan Rules” are rules, policies, practices or procedures adopted by the Administrator pursuant to Section 8.2.
7.23	Plan Year. “Plan Year” means the calendar year.
7.24	Section 409A. “Section 409A” means Section 409A of the Code together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation, any such regulations or other guidance that may be issued after the effective date of the Plan.
7.25	Specified Employee. “Specified Employee” means any Participant who, as of the date of such Participant’s Termination of Employment, is determined to be a “key employee” of the Company and, at such time, the Company has any stock that is publicly traded on an established securities market or otherwise. For purposes of this definition, a Participant is a “key employee” if the Participant meets the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Code Section 416(i)(5)) at any time during the twelve (12) month period ending on the last day of the Company’s applicable fiscal year (referred to as the “identification date” below). If a Participant is a “key employee” as of the identification date, such Participant shall be treated as a “key employee” for the entire twelve (12) month period beginning on the first day of the fourth month following the identification date. For purposes of this definition, a Participant’s compensation for the twelve (12) month period ending on an identification date shall mean such Participant’s compensation, as determined under Treasury Regulation Section 1.415(c)-2(d)(4), from the Company for such period.
7.26	Termination of Employment. “Termination of Employment” means the termination of the employee-employer relationship between the Participant and the Company, whether

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

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

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

ARTICLE 8
Administration

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

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8.2	Plan Rules. The Administrator has the discretionary power and authority to make such Plan Rules as the Administrator determines to be consistent with the terms, and necessary or advisable in connection with the administration, of the Plan and to modify or rescind any such Plan Rules.
8.3	Administrator’s Discretion. The Administrator has the discretionary power and authority to make all determinations necessary for administration of the Plan, except those determinations that the Plan requires others to make, and to construe, interpret, apply and enforce the provisions of the Plan and Plan Rules whenever necessary to carry out its intent and purpose and to facilitate its administration, including, without limitation, the discretionary power and authority to remedy ambiguities, inconsistencies, omissions and erroneous benefit calculations. In the exercise of its discretionary power and authority, the Administrator will treat all similarly situated persons uniformly. However, the Administrator shall have no power to exercise discretion as to the timing or form of benefit payments under the Plan.
8.4	Specialist’s Assistance. The Administrator may retain such actuarial, accounting, legal, clerical and other services as may reasonably be required in the administration of the Plan, and may pay reasonable compensation for such services. All costs of administering the Plan will be paid by the Participating Employers.
8.5	Indemnification. The Participating Employers jointly and severally agree to indemnify and hold harmless, to the extent permitted by law, each director, officer, and employee of any Affiliate against any and all liabilities, losses, costs and expenses (including legal fees) of every kind and nature that may be imposed on, incurred by, or asserted against such person at any time by reason of such person’s services in connection with the Plan, but only if such person did not act dishonestly or in bad faith or in willful violation of the law or regulations under which such liability, loss, cost or expense arises. The Participating Employers have the right, but not the obligation, to select counsel and control the defense and settlement of any action for which a person may be entitled to indemnification under this provision.
8.6	Benefit Claim Procedure.

(A)

If a request for a benefit by a Participant or Beneficiary of a deceased Participant is denied in whole or in part, he or she may, not later than 30 days after the denial, file with the Administrator a written claim objecting to the denial.

(B)

The Administrator, not later than 90 days after receipt of such claim, will render a written decision to the claimant on the claim. If the claim is denied, in whole or in part, such decision will include the reason or reasons for the denial; a reference to the Plan provisions on which the denial is based; a description of any additional material or information, if any, necessary for the claimant to perfect his or her claim; an explanation as to why such information or material is necessary; and an explanation of the Plan’s claim procedure.

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

8.7

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

8.8

Claims Procedures for Disability Claims.

(A) Consideration by Administrator. Notwithstanding anything in the Plan to the contrary, in the case of a claim relating to the payment of a Disability benefit under the Plan, within forty-five (45) days after the claimant files the claim, the Administrator shall notify the claimant whether the claim has been upheld or denied. This period may be extended for up to thirty (30) days if the Administrator determines that such an extension is necessary and provides an extension notice during the initial forty-five (45) day period. If an extension is necessary, a decision shall be made within seventy (75) days after the claimant files the claim. A second extension may be granted if, prior to the end of the first thirty (30) day period, if the Administrator notifies the claimant that such an extension is necessary. If a second extension is necessary a decision shall be made within one hundred five (105) days after the claimant files the claim. If the claimant failed to provide sufficient information to determine whether benefits are covered or payable under the Plan, the claimant will have at least forty-five (45) days to complete the claim. If the Administrator denies the claim, the claimant shall be provided with written or electronic notification of the following:

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(1)	a description of any additional material or information necessary for the claimant to complete the claim and an explanation of why such material or information is necessary;
(2)	the specific reason or reasons for the denial;
(3)	the specific reference to the pertinent provisions of the policy upon which the decision is based;
(4)	an explanation of the claim review procedure for appeal of the denial;
(5)	if the denial was based on an internal rule, guideline, protocol, or other similar criterion, the specific internal rule, guideline, or other similar criterion should be provided or a statement that such information was relied upon and a copy will be provided to the claimant free of charge; and
(6)	if the decision was based on a medical necessity or experimental treatment, an explanation of the scientific or clinical judgment for the denial, applying the terms of the Plan to the claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request.

(B) Review of Denied Claim. Within one hundred eighty (180) days after the claimant receives notice that the claim has been denied, the claimant may file a written request to a new decision-maker who is not a subordinate of the initial decision-maker of the claim denial. The claimant is entitled to a new decision on appeal, not simply a review of whether the initial decision was reasonable. If the denial was based on medical judgment, the Administrator must consult with an independent health care professional who has appropriate training and experience in the field of medicine. Further, the Administrator must identify the medical or vocational experts whose advice was obtained regardless of whether the advice was relied upon in making the decision. The claimant may also submit comments, documents, records, and other information after the filing of the appeal that will be considered even if this information was not submitted or considered during the initial decision. Prior to this hearing, the claimant shall have a reasonable opportunity to review, upon request and free of charge, pertinent documents, and records. The Administrator shall communicate the decision to the claimant within forty-five (45) days after receiving the appeal. This period may be extended one time for up to forty-five (45) days if the Administrator determines that such an extension is necessary and the Plan provides an extension notice during the initial forty-five (45) day period. If an extension is necessary a decision shall be made within ninety (90) days after the claimant files the claim. If the Administrator denies the review, the claimant shall be provided with the following information:

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

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(2)	The specific references to the Plan provisions on which the denial is based;
(3)	A statement describing the voluntary appeal procedures;
(4)	A statement that the claimant is entitled upon request to receive, free of charge, all documents, and records relating to the denial;
(5)	If the denial was based on an internal rule, guideline, protocol, or other similar criterion, the specific internal rule, guideline, or other similar criterion should be provided or a statement that such information was relied upon and a copy will be provided to the claimant free of charge;
(6)	If the decision was based on a medical necessity or experimental treatment, an explanation of the scientific or clinical judgment for the denial, applying the terms of the Plan to the claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request; and
(7)	The claimant and the Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and the claimant’s state insurance regulatory agency.

ARTICLE 9
Miscellaneous

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

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

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

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EX-10.26

Exhibit 10.26

RESTRICTED STOCK UNIT AWARD AGREEMENT

Amended and Restated Effective November 26, 2008

     THIS AGREEMENT was entered into and effective as of [                    ] (the “Date of Grant”), by and between Nash-Finch Company (the “Company”) and [                    ](the “Director”). The Agreement is hereby amended and restated in its entirety, effective as of November 26, 2008.

     Pursuant to the Nash Finch Company 2000 Stock Incentive Plan, as amended (the “Plan”), and resolutions adopted by the Board of the Company as of December 31, 2003 and February 24, 2006, each non-employee director of the Company is to automatically receive, immediately following each annual meeting of the stockholders of the Company, an annual grant of Performance Units (as defined in the Plan) having an initial value of $45,000.00. Each capitalized term used but not defined in this Agreement shall have the meaning assigned to that term in the Plan.

     The Director is a non-employee director of the Company, and entitled to receive an annual grant of Performance Units on the terms and conditions contained in this Agreement and the Plan. In this Agreement, the term “Restricted Stock Units” will be used to refer to the Performance Units granted to the Director pursuant to this Agreement and any similar agreement entered into between the Director and Company.

     The parties hereto agree as follows:

1. Grant of Restricted Stock Units.

     The Company hereby grants to the Director a Restricted Stock Unit award (the “Award”) consisting of [                    ] Restricted Stock Units. The Restricted Stock Units subject to this Award, together with all other Restricted Stock Units received by the Director, will be reflected in a book account (the “Account”) maintained by the Company, and will be settled pursuant to Section 2 of this Agreement in shares of Common Stock. The number of Restricted Stock Units comprising this Award has been determined by dividing $45,000.00 by the Fair Market Value of a share of Common Stock as of the Date of Grant. This Award is subject to the terms and conditions set forth in this Agreement and in the Plan. Each reference in this Agreement to Restricted Stock Units subject to this Award will be deemed to include not only the number of Restricted Stock Units referenced above, but also any additional Restricted Stock Units granted with respect thereto pursuant to Sections 4.1 and 4.2, or other securities issued with respect thereto pursuant to Section 4.2.

2. Settlement of Restricted Stock Units and Distribution of Shares.

     Subject to the provisions of Sections 3 and 5, during the period beginning on the date that is six (6) months after the date the Director’s service as a director of the Company ends and ending on the 15^th day of the third calendar month following such beginning date (provided that the Director is not permitted, directly or indirectly, to designate the taxable year of the payment),

1

the Company shall distribute to the Director, in full settlement of all Restricted Stock Units in the Director’s Account, one share of Common Stock for each Restricted Stock Unit. For purposes of such settlement, the number of Restricted Stock Units will be rounded to the nearest whole Restricted Stock Unit, with any fractional Restricted Stock Unit less than 0.5 disregarded. The number of Restricted Stock Units with respect to which shares of Common Stock will be distributed will include additional Restricted Stock Units granted pursuant to Section 4.1 with respect to any cash dividend declared with a record date prior to the date the Director’s service as a director of the Company ends. If the Director dies before all Restricted Stock Units credited to the Director’s Account have been settled in shares of Common Stock, all remaining Restricted Stock Units shall be settled pursuant to Section 3.2 and the underlying shares of Common Stock shall be delivered to the beneficiary designated pursuant to Section 6.

3. Effect of Termination of Service.

     3.1 Within Six Months of Grant. Subject to Section 5, if the Director’s service as a director of the Company ends for any reason other than death or Disability within six months of the Date of Grant, the Restricted Stock Units subject to this Award will be forfeited and this Award will be of no further force or effect.

     3.2 Death or Disability. If the Director’s service as a director of the Company ends because of the Director’s death or Disability, the Restricted Stock Units subject to this Award will immediately vest in full and be settled as soon as administratively practicable after such termination of service, and in any event within ninety (90) days following such termination of service, in the manner described in Section 2.

4. Dividends and Other Distributions.

     4.1 Cash Dividends. If a record date for a cash dividend declared by the Company’s Board occurs prior to the date the Director’s service as a director of the Company ends, the Director will be granted additional Restricted Stock Units pursuant to this Section 4.1. As of the first day of each calendar quarter immediately following a calendar quarter in which such a record date occurs (or, if sooner, as of the date the Director’s service as a director of the Company ends), the Director will be granted that number of additional Restricted Stock Units determined according to the following formula:

     Cash dividend per share x Number of Restricted Stock Units

                              Fair Market Value

     For purposes of this formula:

• “Cash dividend per share” means the cash dividend declared per share of Common Stock for the applicable record date;

• “Number of Restricted Stock Units” means the aggregate number of Restricted Stock Units held by the Director as of that record date; and

• “Fair Market Value” means the Fair Market Value of a share of Common Stock on the last day of the calendar quarter in which such record date occurs

2

(or, if sooner, on the date the Director’s service as a director of the Company ends).

Any additional Restricted Stock Units granted under this Section 4.1 will be settled in the manner described in Section 2, and will otherwise be subject to the provisions of Section 3 and the other terms and conditions of this Agreement and the Plan.

     4.2 Adjustments for Other Distributions and Events. If any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering or divestiture (including a spin-off) or any other similar change in the corporate structure or shares of the Company occurs, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation), in order to prevent dilution or enlargement of the rights of the Director, will make appropriate adjustment (which determination will be conclusive) in the number of Restricted Stock Units credited to the Director’s Account and/or as to the number and kind of securities or other property (including cash) subject to the Restricted Stock Units; provided, however, that any such securities or other property distributable with respect to the Restricted Stock Units shall be, unless otherwise determined by the Committee, distributed to the Director in the manner described in Section 2 and shall, together with the Restricted Stock Units, otherwise be subject to the provisions of Sections 3 and 5 and the other terms and conditions of this Agreement.

5. Change in Control.

     If, prior to the date that all Restricted Stock Units subject to this Award have been settled and all of the resulting shares of Common Stock have been distributed to the Director pursuant to Section 2, a Change in Control of the Company shall occur, then (i) the forfeiture provisions of Section 3.1 shall lapse and have no further applicability to the Director, and (ii) all the Restricted Stock Units subject to this Award shall be settled and all the resulting shares of Common Stock shall be distributed to the Director on the day the Change in Control becomes effective; provided that prior to a Change in Control that occurs after December 31, 2008, the Director may to waive the right to such acceleration with respect to Restricted Stock Units granted in calendar year 2008, by submitting a written election on or before December 31, 2008, in which case Sections 2 and 3 shall continue to apply to the Director. In effecting such distribution, the Committee may make such arrangements, including deposits in escrow or in trust in advance of the anticipated effective date of the Change in Control, as it may deem advisable to carry out the foregoing and to protect the interests of the Company in the event the Change in Control does not occur.

6. Beneficiary Designation.

     Director shall have the right, at any time, to designate any person or persons as beneficiary or beneficiaries to receive the Director’s Restricted Stock Units upon the Director’s death. In the event of the Director’s death, distribution of the shares of Common Stock underlying such Restricted Stock Units will be made to such beneficiary or beneficiaries. The Director shall have the right to change his or her beneficiary designation at any time. Each beneficiary designation shall become effective only when filed in writing with the Company during the Director’s life on a form prescribed by or approved by the Company. If the Director

3

fails to designate a beneficiary as provided above, or if all designated beneficiaries die before the Director, then the beneficiary shall be the Director’s estate.

7. Subject to the Plan.

     The Restricted Stock Units subject to this Agreement have been granted under, and are subject to the terms of, the Plan. The provisions of this Agreement will be interpreted so as to be consistent with the terms of the Plan, and any ambiguities in this Agreement will be interpreted by reference to the Plan. If any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan will prevail.

8. Miscellaneous.

     8.1 Binding Effect. This Agreement will be binding upon the heirs, executors, administrators and successors of the parties hereto.

     8.2 Section 409A. This Agreement and the Plan are intended to comply with all applicable law, including the requirements of Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the effective date of this amendment and restatement of the Plan (“Section 409A”), and shall be operated and interpreted in accordance with this intention.

     8.3 Governing Law. This Agreement and all rights and obligations hereunder shall be construed in accordance with the Plan and governed by the laws of the State of Minnesota, without regard to conflicts of laws provisions. Any legal proceeding related to this Award or Agreement will be brought in an appropriate Minnesota court, and the parties hereto consent to the exclusive jurisdiction of the court for this purpose.

     8.4 Entire Agreement. This Agreement and the Plan set forth the entire agreement and understanding between the parties hereto with respect to the grant of the Restricted Stock Units hereunder and the administration of the Plan, and supersede all prior agreements, arrangements and understandings relating to the grant of the Restricted Stock Units hereunder and the administration of the Plan.

     8.5 Amendment and Waiver. Other than as provided in the Plan, this Agreement may be amended, waived, modified or canceled only by a written instrument executed by the parties hereto or, in the case of a waiver, by the party waiving compliance.

4

     The parties hereto have executed this Agreement effective the day and year first written above.

NASH FINCH COMPANY		DIRECTOR:
By:
	Kathleen M. Mahoney
	Senior Vice President, General Counsel & Secretary

5

EX-10.27

Exhibit 10.27

RESTRICTED STOCK UNIT AWARD AGREEMENT

     THIS AGREEMENT is entered into and effective as of [   ] (the “Date of Grant”), by and between Nash-Finch Company (the “Company”) and [   ] (the “Director”).

     Pursuant to the Nash-Finch Company 2000 Stock Incentive Plan, as amended (the “Plan”), and resolutions adopted by the Board of the Company as of December 31, 2003 and February 24, 2006, each non-employee director of the Company is to automatically receive, immediately following each annual meeting of the stockholders of the Company, an annual grant of Performance Units (as defined in the Plan) having an initial value of $45,000.00. Each capitalized term used but not defined in this Agreement shall have the meaning assigned to that term in the Plan.

     The Director is a non-employee director of the Company, and entitled to receive an annual grant of Performance Units on the terms and conditions contained in this Agreement and the Plan. In this Agreement, the term “Restricted Stock Units” will be used to refer to the Performance Units granted to the Director pursuant to this Agreement and any similar agreement entered into between the Director and Company.

     The parties hereto agree as follows:

1. Grant of Restricted Stock Units.

     The Company hereby grants to the Director a Restricted Stock Unit award (the “Award”) consisting of [   ] Restricted Stock Units. The Restricted Stock Units subject to this Award, together with all other Restricted Stock Units received by the Director, will be reflected in a book account (the “Account”) maintained by the Company, and will be settled pursuant to Section 2 of this Agreement in shares of Common Stock. The number of Restricted Stock Units comprising this Award has been determined by dividing $45,000.00 by the Fair Market Value of a share of Common Stock as of the Date of Grant. This Award is subject to the terms and conditions set forth in this Agreement and in the Plan. Each reference in this Agreement to Restricted Stock Units subject to this Award will be deemed to include not only the number of Restricted Stock Units referenced above, but also any additional Restricted Stock Units granted with respect thereto pursuant to Sections 4.1 and 4.2, or other securities issued with respect thereto pursuant to Section 4.2.

2. Settlement of Restricted Stock Units and Distribution of Shares.

     Subject to the provisions of Sections 3 and 5, during the period beginning on the date that is six (6) months after the date the Director’s service as a director of the Company ends and ending on the 15^th day of the third calendar month following such beginning date (provided that the Director is not permitted, directly or indirectly, to designate taxable year of the payment), the Company shall distribute to the Director, in full settlement of all Restricted Stock Units in the Director’s Account, one share of Common Stock for each Restricted Stock Unit; provided that, by submitting an election on a form satisfactory to the Committee on or before the deadline established by the Committee (which shall be a date no later than the end of the Company’s taxable year immediately preceding the taxable year in which the Company shall grant such Restricted Stock Units) the Director may elect for such Restricted Stock Units to be settled on a

specified date following the date that is six months after the date the Director’s service as a director of the Company ends; provided, further, that with respect to the Restricted Stock Units granted in calendar year 2008, the Director may elect to settle such Restricted Stock Units at a specified date on or after January 1, 2009 by submitting an election to the Committee on a form satisfactory to the Committee on or before December 31, 2008. For purposes of such settlement, the number of Restricted Stock Units will be rounded to the nearest whole Restricted Stock Unit, with any fractional Restricted Stock Unit less than 0.5 disregarded. The number of Restricted Stock Units with respect to which shares of Common Stock will be distributed will include additional Restricted Stock Units granted pursuant to Section 4.1 with respect to any cash dividend declared with a record date prior to the date the Director’s Restricted Stock Units are settled. If the Director dies before all Restricted Stock Units credited to the Director’s Account have been settled in shares of Common Stock, all remaining Restricted Stock Units shall be settled pursuant to Section 3.2 and the underlying shares of Common Stock shall be delivered to the beneficiary designated pursuant to Section 6.

3. Effect of Termination of Service.

     3.1 Within Six Months of Grant. Subject to Section 5, if the Director’s service as a director of the Company ends for any reason other than death or Disability within six months of the Date of Grant, the Restricted Stock Units subject to this Award will be forfeited and this Award will be of no further force or effect.

     3.2 Death or Disability. If the Director’s service as a director of the Company ends because of the Director’s death or Disability, the Restricted Stock Units subject to this Award will immediately vest in full and be settled as soon as administratively practicable after such termination of service, and in any event within ninety (90) days following such termination of service, in the manner described in Section 2.

4. Dividends and Other Distributions.

     4.1 Cash Dividends. If a record date for a cash dividend declared by the Company’s Board occurs prior to the date the Director’s Restricted Stock Units are settled, the Director will be granted additional Restricted Stock Units pursuant to this Section 4.1. As of the first day of each calendar quarter immediately following a calendar quarter in which such a record date occurs (or, if sooner, as of the date the Director’s Restricted Stock Units are settled), the Director will be granted that number of additional Restricted Stock Units determined according to the following formula:

     Cash dividend per share x Number of Restricted Stock Units

                              Fair Market Value

     For purposes of this formula:

• “Cash dividend per share” means the cash dividend declared per share of Common Stock for the applicable record date;

• “Number of Restricted Stock Units” means the aggregate number of Restricted Stock Units held by the Director as of that record date; and

2

• “Fair Market Value” means the Fair Market Value of a share of Common Stock on the last day of the calendar quarter in which such record date occurs (or, if sooner, on the date the Director’s service as a director of the Company ends).

Any additional Restricted Stock Units granted under this Section 4.1 will be settled in the manner described in Section 2, and will otherwise be subject to the provisions of Section 3 and the other terms and conditions of this Agreement and the Plan.

     4.2 Adjustments for Other Distributions and Events. If any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering or divestiture (including a spin-off) or any other similar change in the corporate structure or shares of the Company occurs, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation), in order to prevent dilution or enlargement of the rights of the Director, will make appropriate adjustment (which determination will be conclusive) in the number of Restricted Stock Units credited to the Director’s Account and/or as to the number and kind of securities or other property (including cash) subject to the Restricted Stock Units; provided, however, that any such securities or other property distributable with respect to the Restricted Stock Units shall be, unless otherwise determined by the Committee, distributed to the Director in the manner described in Section 2 and shall, together with the Restricted Stock Units, otherwise be subject to the provisions of Sections 3 and 5 and the other terms and conditions of this Agreement.

5. Change in Control.

     If, prior to the date that all Restricted Stock Units subject to this Award have been settled and all of the resulting shares of Common Stock have been distributed to the Director pursuant to Section 2, a Change in Control of the Company shall occur, then (i) the forfeiture provisions of Section 3.1 shall lapse and have no further applicability to the Director, and (ii) all the Restricted Stock Units subject to this Award shall be settled and all the resulting shares of Common Stock shall be distributed to the Director on the day the Change in Control becomes effective; provided that the Director may elect to waive the right to such acceleration by submitting a written election on or before the deadline established by the Committee (which shall be a date no later than the end of the Company’s taxable year immediately preceding the taxable year in which the Company shall grant such Restricted Stock Units or, with respect to Restricted Stock Units granted in calendar year 2008, on or before December 31, 2008), in which case Sections 2 and 3 shall continue to apply to the Director. In effecting such distribution, the Committee may make such arrangements, including deposits in escrow or in trust in advance of the anticipated effective date of the Change in Control, as it may deem advisable to carry out the foregoing and to protect the interests of the Company in the event the Change in Control does not occur.

6. Beneficiary Designation.

     Director shall have the right, at any time, to designate any person or persons as beneficiary or beneficiaries to receive the Director’s Restricted Stock Units upon the Director’s death. In the event of the Director’s death, distribution of the shares of Common Stock

3

underlying such Restricted Stock Units will be made to such beneficiary or beneficiaries. The Director shall have the right to change his or her beneficiary designation at any time. Each beneficiary designation shall become effective only when filed in writing with the Company during the Director’s life on a form prescribed by or approved by the Company. If the Director fails to designate a beneficiary as provided above, or if all designated beneficiaries die before the Director, then the beneficiary shall be the Director’s estate.

7. Subject to the Plan.

     The Restricted Stock Units subject to this Agreement have been granted under, and are subject to the terms of, the Plan. The provisions of this Agreement will be interpreted so as to be consistent with the terms of the Plan, and any ambiguities in this Agreement will be interpreted by reference to the Plan. If any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan will prevail.

8. Miscellaneous.

     8.1 Binding Effect. This Agreement will be binding upon the heirs, executors, administrators and successors of the parties hereto.

     8.2 Section 409A. This Agreement and the Plan are intended to comply with all applicable law, including the requirements of Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the effective date of this amendment and restatement of the Plan (“Section 409A”), and shall be operated and interpreted in accordance with this intention.

     8.3 Governing Law. This Agreement and all rights and obligations hereunder shall be construed in accordance with the Plan and governed by the laws of the State of Minnesota, without regard to conflicts of laws provisions. Any legal proceeding related to this Award or Agreement will be brought in an appropriate Minnesota court, and the parties hereto consent to the exclusive jurisdiction of the court for this purpose.

     8.4 Entire Agreement. This Agreement and the Plan set forth the entire agreement and understanding between the parties hereto with respect to the grant of the Restricted Stock Units hereunder and the administration of the Plan, and supersede all prior agreements, arrangements and understandings relating to the grant of the Restricted Stock Units hereunder and the administration of the Plan.

     8.5 Amendment and Waiver. Other than as provided in the Plan, this Agreement may be amended, waived, modified or canceled only by a written instrument executed by the parties hereto or, in the case of a waiver, by the party waiving compliance.

     The parties hereto have executed this Agreement effective the day and year first written above.

4

NASH-FINCH COMPANY		DIRECTOR:
By:
	Kathleen M. Mahoney	[   ]
	Senior Vice President, General Counsel & Secretary

5

EX-12.1

Exhibit 12.1

NASH-FINCH COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Fiscal Year Ended
	January 1,		December 31,		December 30,			December 29,		January 3,
(in thousands, except ratios)	2005		2005		2006			2007		2009
Fixed Charges:
Interest expense on indebtedness	$	27,181	$	24,732	$	26,644		$	23,581	$	21,523
Rent expense (1/3 of total rent expense)		9,901		10,386		9,966			9,057		9,496
Total fixed charges	$	37,082	$	35,118	$	36,610		$	32,638	$	31,019
Earnings:
Income before provision for income taxes	$	19,199	$	66,866	$	(17,493	)	$	57,522	$	58,734
Fixed charges		37,082		35,118		36,610			32,638		31,019
Total earnings	$	56,281	$	101,984	$	19,117		$	90,160	$	89,753
Ratio		1.52		2.90		0.52			2.76		2.89

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF NASH-FINCH COMPANY
As of January 3, 2009

Subsidiary	State of
Corporation	Incorporation
Erickson’s Diversified Corporation	Wisconsin
GTL Truck Lines, Inc.	Nebraska
Hinky Dinky Supermarkets, Inc.	Nebraska
Super Food Services, Inc.	Delaware
T.J. Morris Company	Georgia
U Save Foods, Inc.	Nebraska
NFCG, LLC	Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to incorporation by reference in Registration Statements Nos. 333-51508, 33-64313, 333-51512, 333-27563, 333-63756, 333-81441, 333-63754, 333-110098, 333-51506, 333-115849, 333-121755, 333-121754, and 333-124863 on Form S-8 and 333-126559 on Form S-3 of Nash-Finch Company of our reports dated February 29, 2008, with respect to the consolidated financial statements and schedule of Nash-Finch Company and subsidiaries and the effectiveness of internal control over financial reporting of Nash-Finch Company and subsidiaries, included in the Annual Report on Form 10-K of Nash-Finch Company for the fiscal year ended January 3, 2009.

/s/ Ernst & Young LLP

Minneapolis, Minnesota
March 11, 2009

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     The undersigned, a director of Nash-Finch Company (the “Company”), a Delaware corporation, does hereby constitute and appoint Robert B. Dimond and Kathleen M. Mahoney, and each of them, as the undersigned’s true and lawful attorneys-in-fact, with full power to each of them to act without the other, for and in the name of the undersigned to sign the Company’s Annual Report on Form 10-K for the 53 weeks ended January 3, 2009 and any amendments thereto (“Annual Report”), and to file said Annual Report so signed with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended; and hereby grants to the attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts and things necessary to be done in the exercise of the rights and powers granted herein as fully and to all intents and purposes as the undersigned might or could do in person; and hereby ratifies and confirms all that such attorneys-in-fact, or any of them, may lawfully do or cause to be done by virtue hereof.

     In Witness Whereof, I have signed this Power of Attorney as of March 9, 2009.

/s/ William R. Voss*	/s/ Mickey P. Foret*
William R. Voss, Chairman of the Board	Mickey P. Foret
/s/ Robert L. Bagby *	/s/ Douglas A. Hacker*
Robert L. Bagby	Douglas A. Hacker
/s/ Sam K. Duncan*	/s/Hawthorne L. Proctor*
Sam K. Duncan	Hawthorne L. Proctor

EX-31.1

Exhibit 31.1

RULE 13a-14(a) CERTIFICATION OF THE
CHIEF EXECUTIVE OFFICER

I, Alec C. Covington, certify that:

1.	I have reviewed this Annual Report on Form 10-K for the fiscal year ended January 3, 2009 of Nash-Finch Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 11, 2009	By:	/s/ Alec C. Covington
	Name:	Alec C. Covington
	Title:	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

RULE 13a-14(a) CERTIFICATION OF THE
CHIEF FINANCIAL OFFICER

I, Robert B. Dimond, certify that:

1.	I have reviewed this Annual Report on Form 10-K for the fiscal year ended January 3, 2009 of Nash-Finch Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 11, 2009	By:	/s/ Robert B. Dimond
	Name:	Robert B. Dimond
	Title:	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

SECTION 1350 CERTIFICATION OF THE CHIEF EXECUTIVE
OFFICER AND CHIEF FINANCIAL OFFICER

In connection with the Annual Report on Form 10-K of Nash-Finch Company (the “Company”), for the period ended January 3, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Alec C. Covington, President and Chief Executive Officer, and Robert B. Dimond, Executive Vice President and Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, that to our knowledge:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 11, 2009

By:	/s/ Alec C. Covington
Name:	Alec C. Covington
Title:	President and Chief Executive Officer
By:	/s/ Robert B. Dimond
Name:	Robert B. Dimond
Title:	Executive Vice President and Chief Financial Officer