10-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

For the fiscal year ended:
December 29, 2001 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 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 X    No     

        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

        As of March 4, 2002, 11,893,551 shares of Common Stock of the Registrant were outstanding. The aggregate market value of the Common Stock of the Registrant as of that date (based upon the last reported sale price of the Common Stock at that date by the Nasdaq National Market), excluding outstanding shares deemed beneficially owned by directors and officers, was approximately $301,668,957.

DOCUMENTS INCORPORATED BY REFERENCE

        Part III of this Annual Report on Form 10-K incorporates by reference information (to the extent specific sections are referred to herein) from the Registrant's Proxy Statement for its Annual Meeting to be held on May 14, 2002 (the "2002 Proxy Statement").

        THIS REPORT AND THE DOCUMENTS THAT ARE OR WILL BE INCORPORATED BY REFERENCE INTO THIS REPORT CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THE WORDS "MAY," "WILL," "BELIEVE," "EXPECT," "ANTICIPATE," "INTEND," AND OTHER SIMILAR EXPRESSIONS GENERALLY IDENTIFY FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED LARGELY ON OUR CURRENT EXPECTATIONS AND ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION:

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RISKS RELATED TO OUR INDUSTRY AS A WHOLE, INCLUDING THE EMERGENCE OF NEW OR GROWING COMPETITORS AND THE COMPETITIVE PRACTICES IN OUR INDUSTRY, CHANGES IN OUR ECONOMIC AND BUSINESS OPERATING ENVIRONMENTS AND CHANGES IN THE FOOD DISTRIBUTION AND RETAIL INDUSTRY IN WHICH WE OPERATE;



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RISKS RELATED TO OUR BUSINESS AND STRATEGY, INCLUDING OUR ABILITY TO ACQUIRE, AND SUCCESSFULLY INTEGRATE, TRADITIONAL GROCERY STORES, SUCCESSFULLY ROLL OUT OUR NEW STORE FORMATS AND RETAIN OUR CUSTOMERS OR ACQUIRE NEW CUSTOMERS, THE RISK OF CREDIT LOSSES, OUR ABILITY TO ATTRACT AND RETAIN QUALIFIED PERSONNEL AND THE RISK OF ISSUES WITH THE QUALITY, SAFETY OR INTEGRITY OF THE FOOD PRODUCTS WE SELL; AND



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RISKS RELATED TO OUR INDEBTEDNESS, INCLUDING THE ADVERSE IMPACT OF OUTSTANDING DEBT ON OUR OPERATING RESULTS OR OF CERTAIN TERMS OF OUR OUTSTANDING DEBT THAT COULD MATERIALLY RESTRICT OUR BUSINESS AND OPERATING FLEXIBILITY.

        ADDITIONAL INFORMATION REGARDING THESE AND OTHER RISKS IS INCLUDED IN EXHIBIT 99.1, "RISK FACTORS," FILED WITH THIS REPORT.

        IN LIGHT OF THESE RISKS AND UNCERTAINTIES, THERE CAN BE NO ASSURANCE THAT THE MATTERS REFERRED TO IN THE FORWARD-LOOKING STATEMENTS WILL IN FACT OCCUR. THE FORWARD-LOOKING STATEMENTS ARE BASED ON OUR PREDICTIONS OF FUTURE PERFORMANCE AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE FORWARD-LOOKING STATEMENTS. AS A RESULT, YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. WE DO NOT UNDERTAKE TO UPDATE OUR FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES.

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PART I

ITEM 1. BUSINESS

A. GENERAL DEVELOPMENT OF BUSINESS.

        Originally established in 1885 and incorporated in 1921, today we are one of the leading food distribution and retail companies in the United States, with approximately $4.1 billion in annual sales. Our business consists of three primary operating segments: food retailing, food distribution and military food distribution.

        Our food retailing segment is made up of 110 corporate-owned stores concentrated in the Upper Midwest region of the United States, consisting primarily of the states of Iowa, Minnesota, Nebraska, North Dakota, South Dakota and Wisconsin. We believe that approximately two-thirds of our traditional grocery stores are #1 or #2 in their respective markets. We are focused on becoming the leading grocery store chain in the Upper Midwest, as there are currently no national or multi-regional grocery store chains that have a significant presence in this market. Our corporate-owned stores principally operate as traditional grocery stores under three store banners: Econofoods®, Sun Mart® and Family Thrift Center™. Our corporate-owned grocery stores have undergone a substantial transformation during the past three years. We have opened 14 new stores, remodeled 23 existing stores and acquired 53 stores in separate transactions primarily from three regional grocery store chains in Minnesota, Wisconsin and Nebraska.

        Over the past three years, we have also developed, and are currently expanding, two new store formats, which target what we believe to be under-served demographic segments of our market area. The financial results for each of these store formats have exceeded our expectations. Our three Wholesale Food Outlet™ grocery stores serve the rapidly growing Hispanic population. These stores will operate under the AVANZA™ banner as we begin to expand this format. Our four Buy•n•Save® stores are extreme value stores, which serve the large segment of low-income, value conscious consumers.

        On August 13, 2001, we completed the acquisition of U Save Foods, Inc., a grocery store chain headquartered in Omaha, Nebraska, with annual sales of approximately $145 million. U Save's 14 stores are located in Nebraska, Kansas and Colorado. With this acquisition, we are now the largest grocery store chain in Nebraska, with 30 stores in that state. The stores have been integrated and converted to our primary banners.

        Our food distribution segment sells and distributes a wide variety of nationally branded and private label grocery products from 15 distribution centers to more than 1,500 grocery stores and institutional customers located in 24 states across the United States. Since 1998, we have implemented operating initiatives that have enhanced productivity and expanded profitability while providing a higher level of service to our distribution customers. We believe that in order to continue to grow our food distribution operations we must provide our customers with low prices, exceptional customer service and successful marketing and merchandising programs.

        Our military food distribution segment sells and distributes a wide variety of grocery products to approximately 100 domestic and European-based U.S. military commissaries. We primarily conduct our military distribution operations in the Mid-Atlantic region of the United States, consisting of the states along the border of the Atlantic Ocean from New York to North Carolina. We have two distribution centers in this region that exclusively provide products to U.S. military commissaries.

        Since June 1998, when Ron Marshall joined us as our President and Chief Executive Officer, we have assembled a superior management team with extensive experience in retail and food distribution. Through the execution of a 1998 revitalization plan, our new management team has streamlined food distribution operations, expanded retail operations in the Upper Midwest, lowered costs, enhanced

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operating efficiencies and strengthened our appeal to new customers. We have become a performance driven, service-oriented organization, focused on managing all aspects of our business through several performance metrics such as on-time deliveries, product fill rates, cost per case of handling and shipping goods and equipment utilization, encompassing sales, productivity, service levels and working capital efficiency. As a result, we seek to continue to grow our revenues while expanding our operating margins.

B. FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.

        Financial information about our business segments for the most recent three fiscal years is contained on pages 43-46, of this Annual Report on Form 10-K (Note (13) of Notes to Consolidated Financial Statements). For segment financial reporting purposes, a portion of the operational profits of wholesale distribution centers are allocated to retail operations to the extent that merchandise is purchased by these distribution centers and transferred to retail stores directly operated by Nash Finch. For fiscal 2001, 34% of such warehouse operational profits were allocated to retail operations.

C. NARRATIVE DESCRIPTION OF THE BUSINESS.

Retail Segment

Overview

        Our food retailing segment is made up of our corporate-owned stores, which operate principally as traditional grocery stores under three store banners: Econofoods, Sun Mart and Family Thrift Center. Our stores are typically located close to our distribution centers in order to create certain operating and logistical efficiencies. As of December 29, 2001, we operated 110 corporate-owned stores, primarily in the Upper Midwest, including 102 traditional grocery stores, 3 Wholesale Food Outlet grocery stores, 4 Buy•n•Save stores and 1 other retail store. We believe the operating and customer service initiatives implemented since 1998 have resulted in significant improvements in the financial performance of our retail stores. As a result of acquisitions, new stores, and store remodels, our food retailing revenues have grown from approximately $736.5 million in fiscal 1998 to approximately $1.0 billion for fiscal 2001, and our EBITDA margin for our retail segment has expanded from 2.5% to 5.3% over the same period.

Traditional Grocery Stores

        Our traditional grocery stores offer a wide variety of high quality grocery products and services. Many have specialty departments such as delicatessens, bakeries, eat-in cafes, pharmacies, photo centers, dry cleaners, banks, floral and video rental departments. We emphasize outstanding customer service in our traditional grocery stores, as well as our other retail stores. We have created our G.R.E.A.T. (Greet, React, Escort, Anticipate, Thank) Customer Service Program in order to train every associate on the core elements of providing exceptional customer service. A mystery shopper visits each store every two weeks to measure performance, and we distribute the results to management and store personnel.

        In early 1999, we began redesigning our traditional grocery stores to incorporate our new "Fresh Place"® concept. "Fresh Place" is an umbrella banner that emphasizes our traditional grocery stores' high-quality perishable products, such as fresh produce, deli, meats, seafood and baked goods, and takeout foods for today's busy consumer. Of our 102 traditional grocery stores, 29 carry the Fresh Place banner along with one of our other banners, and we intend to further expand this concept.

        We also offer other services for the convenience of shoppers such as Kids Korner ™. Kids Korner, which is offered in 15 store locations, is a secure, complimentary in-store supervised play area for children. Upon entering the play area, each child is given a wristband, which will trigger an alarm if the

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child leaves the area, and the parents are given a pager so that they can be immediately contacted if there are any problems with their child. Video monitors are also placed throughout the store so that parents can monitor their children.

        All of our new traditional grocery stores are planned to be approximately 55,000 square feet in size and will emphasize the "perimeter" sales in every store. Perimeter sales are generally of higher margin items like perishables and service departments. We will continue to update our corporate-owned stores to maintain modern shopping facilities that compete in today's market.

Hispanic Stores

        Our Hispanic stores currently operate under the Wholesale Food Outlet banner and offer products geared to meet the specific tastes and needs of Hispanic shoppers, with a focus on the higher profit products most frequently purchased by Hispanic shoppers such as produce, meats, baked goods and imported products from Mexico. In addition to a vast selection of familiar Hispanic products, these stores have bilingual signs and product packaging, national magazines in both English and Spanish and Spanish-speaking personnel in a clean and festive environment. These stores also provide services such as check cashing, fax services, money wiring and phone cards.

        Our Wholesale Food Outlet stores are located in Greeley, Colorado; Muscatine, Iowa; and Omaha, Nebraska. We plan to open additional Hispanic stores in 2002, under a new banner called AVANZA which means "advance" Our three Wholesale Food Outlet stores will convert to this new banner as we roll out this store format. Our new store plan assumes a 30,000 square-foot store that will generate approximately $480 of annual sales per square foot. We estimate that our average investment in this type of store will be approximately $2.5 million, including inventory.

Extreme Value Stores

        In addition to responding to the changing demographics in the United States, we have also responded to the shift in income inequality with our extreme value grocery stores operating under the Buy•n•Save banner. Buy•n•Save stores were designed to attract value-conscious shoppers, typically with household incomes under $35,000, for whom low prices are a critical factor in selecting a grocery store. These stores provide a limited assortment of Grade A quality products, consisting of approximately 20% national brands and 80% private label products, including our own proprietary labels, with savings up to 40% off comparable nationally branded items. A typical Buy•n•Save store is approximately 12,000 square feet in size and offers approximately 1,100 stock keeping units, or "SKUs," mostly in pallet displays. In contrast, a typical traditional grocery store may be approximately 40,000 square feet in size and offer between 30,000 and 45,000 SKUs, of which 15% to 20% are private label products.

        These stores cost less to build, maintain and operate than our traditional grocery stores. We make a significantly lower capital investment in these stores because the format is small and uses minimal signage and store fixtures. The size of a Buy•n•Save store and the limited number of products offered make it easier to train associates and less expensive to operate, which allows us to increase productivity and pass on the savings to our customers.

        As of December 29, 2001, we operated four Buy•n•Save stores in Minnesota and plan to open additional stores in 2002. Our new store plan assumes a 12,000 square-foot store that will generate approximately $275 of annual sales per square foot. We estimate that our average investment in a Buy•n•Save store will be approximately $800,000, including inventory.

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Food Distribution Segment

Overview

        Our food distribution segment sells and distributes a wide variety of grocery products to more than 1,500 grocery stores and institutional customers located in 24 states across the United States. Our customers are relatively diverse with the largest customer representing approximately 9.8%, and two others representing approximately 4.4% and 3.4%, of our food distribution revenues, based on 2001 revenues. No other customer represents more than 3% of our food distribution business. Approximately 60% of our food distribution volume is generated through our corporate-owned stores and customers with whom we have long-term sales and service agreements. The operating efficiencies gained since 1998 have resulted in significant improvement in the financial performance of our food distribution business. Our EBITDA margin for the food distribution segment has expanded from 2.6% in 1998 to 3.5% in 2001.

Products

        We primarily sell and distribute nationally advertised branded products and a number of unbranded products, principally meats and produce, which we purchase directly from various manufacturers, processors and suppliers or through manufacturers' representatives and brokers. We also distribute and sell private label products that are branded primarily under the proprietary trademarks Our Family®, a long-standing private label of Nash Finch, and Fame®. Under our private label line of products, we offer a wide variety of competitively priced, high quality grocery products. We offer approximately 2,200 SKUs under the Our Family and Fame labels, which compete with national branded products and other value brand products, respectively.

Services

        To further enhance our reputation and strengthen our relationships with our food distribution customers, we offer a wide variety of support services to help them develop and operate stores, as well as compete more effectively. Some of these services include:

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promotional, advertising and merchandising programs;



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installation of computerized ordering, receiving and scanning systems;



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establishment and supervision of computerized retail accounting, budgeting and payroll systems;



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personnel management assistance and employee training;



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accounting services;



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consumer and market research;



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remodeling and store development services;



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negotiating real estate transactions; and



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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.

        We also provide financial assistance to our food distribution customers in connection with new store development or the upgrading and expansion of existing stores. As of December 29, 2001, we had approximately $46.8 million of loans outstanding to 95 of our food distribution customers. We typically enter into long-term supply agreements with these customers, ranging from two to 15 years, representing more than 40% of food distribution revenues. These agreements may also contain provisions that give us the opportunity to purchase customers' independent retail businesses before any

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third party. In addition, we may assist food distribution customers by guaranteeing their loan and lease obligations

        We also distribute products to independent stores that carry our proprietary Food Pride® banner and the IGA 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 larger 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 December 29, 2001, we served approximately 86 retail stores under our Food Pride banner and 189 stores under the IGA banner.

        Our distribution centers are strategically located to efficiently serve our corporate-owned stores, our independent customer stores and other institutional customers. The distribution centers are equipped with modern materials handling equipment for receiving, storing and shipping goods and merchandise and are designed for high-volume operations at low-unit costs. Our distribution centers are profitable, yet we believe that we have substantial capacity to serve additional customers without materially increasing our costs.

        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, private label and perishable products. Non-food items and specialty grocery products are distributed from a dedicated area of the distribution center located in Bellefontaine, Ohio, and from the distribution centers located in Sioux Falls, South Dakota. We currently have a modern fleet of 413 tractors and 888 semi-trailers, which deliver the vast majority of our product to our customers.

        Our retailers order their inventory at regular intervals through direct linkage with our information systems. Virtually all of 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 which allows us to partially mitigate the impact of rising fuel costs.

Military Food Distribution Segment

        Our military food segment distributes grocery products to U.S. military commissaries located predominately in the Mid-Atlantic region of the United States. We also distribute grocery products for use on U.S. military ships afloat and U.S. military bases located in Europe. We have two distribution centers near the largest concentration of military bases in the United States exclusively dedicated to supplying products to commissaries. These distribution centers are located in Norfolk, Virginia and Baltimore, Maryland. We have consistently received the highest available service ratings from the Defense Commissary Agency, which performs monthly assessments of service to military commissaries. The ratings are based on service metrics which include fill rate, on-time delivery and handling of order adjustments. We have an outstanding reputation as a supplier to U.S. military commissaries, with fill rates among the highest in the industry.

Competition

        We believe the two most comparable competitors of Nash Finch Company are Fleming Companies, Inc. and SuperValu Inc., both of whom are larger than Nash Finch Company.

Food Retailing Segment

        We compete on the retail grocery level in a fragmented market with many organizations of various sizes, ranging from national and regional grocery store chains to local chains and privately owned unaffiliated stores. Although our target retail market has a very low presence of national and multi-

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regional grocery store chains, we compete with other independent grocery stores, wholesale club stores and supercenters. Depending upon the product and location involved, we compete based on price, quality and assortment, store appeal, including store location and format, sales promotions, advertising and convenience. We believe that by focusing on convenience, outstanding perishable execution and exceptional customer service, we can successfully compete with our competitors.

        Our Wholesale Food Outlet stores compete primarily with small independent retailers, which we believe lack the scale to have a meaningful impact on our targeted markets. Our primary competitors for our Buy•n•Save stores are Aldi and Save A Lot, neither of which currently has a significant presence in the Upper Midwest.

Food Distribution Segment

        Competition among the top distributors in the food distribution segment is intense, both because of current trends toward consolidation and because of the low margin nature of the business. Success of competitors in this segment will be measured by their ability to leverage scale in order to gain pricing advantages, providing superior merchandising programs and services to the independent customer base and their ability to utilize technology to decrease distribution inefficiencies. We compete with local, regional and national food distributors, including Fleming Companies and Super Valu, as well as grocery store chains that purchase from suppliers and distribute products themselves to their stores for sale to consumers. We face competition from these companies on the basis of price, quality, variety and availability of products, strength of private label brands, schedules and reliability of deliveries, and the range and quality of services.

Military Food Distribution Segment

        We face competition in our military food distribution business from large food distributors. We believe we compete effectively based on customer service, cost operating efficiencies and the location of our military distribution centers.

Employees

        As of December 29, 2001, we employed 12,755 persons, of whom 7,149 were employed on a full-time basis and 5,606 were employed on a part-time basis. We consider our employee relations to be good. Only 558 of our employees are represented by unions. These union employees consist primarily of the distribution center personnel and drivers in our Ohio and Michigan distribution centers. During 2002, a collective bargaining agreement covering delivery drivers in Cincinnati, Ohio comes up for renewal.

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ITEM 2. PROPERTIES

        Our principal executive offices are located in Edina, Minnesota, and consist of approximately 104,496 square feet of office space in a building that we own.

Food Retailing Segment

        The table below sets forth, as of December 29, 2001, selected information regarding our 110 corporate-owned stores. We own 36 and lease 74 of these stores.

Banner	Number of Stores	Areas of Operation	Average Square Feet
Econofoods®	57	IA, IL, MO, MN, SD, WI, WY	37,986
Sun Mart®	39	NE, MN, ND, CO, KS	33,892
Family Thrift Center™	6	SD	33,394
Wholesale Food Outlet™	3	CO, NE, IA	28,784
Buy•n•Save®	4	MN	14,088
Other Stores	1	WI	7,200

        As of December 29, 2001, the aggregate square footage of our 110 retail grocery stores totaled 3,837,343 square feet.

Food Distribution Segment

        The table below lists, as of December 29, 2001, the locations and sizes of our distribution centers primarily used in our food distribution operations. Various of these distribution centers, however, also distribute products to military commissaries located in their geographic areas. Unless otherwise indicated, we own all of these distribution centers. The distribution center facilities that are leased have varying terms, all with remaining terms of less than 20 years.

Location		Approx. Size (Square Feet)
Upper Midwest Region:
	Cedar Rapids, Iowa(1)	399,900
	St. Cloud, Minnesota(2)	358,752
	Omaha, Nebraska	626,900
	Fargo, North Dakota	288,800
	Minot, North Dakota	185,200
	Rapid City, South Dakota(4)	195,125
	Sioux Falls, South Dakota(5)	303,414
Southeast Region:
	Statesboro, Georgia(6)	309,895
	Lumberton, North Carolina(3)	480,000
	Bluefield, Virginia	187,500
Central Region:
	Bellefontaine, Ohio(7)	706,577
	Cincinnati, Ohio	412,000
	Bridgeport, Michigan(3)	604,500
Total Square Footage		5,058,563

(1)

Includes 48,000 square feet that we lease.

(2)

Includes 29,752 square feet that we lease.

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(3)

Leased facility.

(4)

Includes 8,000 square feet that we lease.

(5)

Includes 107,300 square feet that we lease. The Sioux Falls facility represents two distinct distribution centers, one that distributes limited variety and slow moving products, and the other that distributes general merchandise and health and beauty care products.

(6)

Includes 230,520 square feet that we lease.

(7)

Includes 40,400 square feet that we lease. This facility includes two separate distribution operations, one that distributes dry groceries, frozen foods, fresh and processed meat products, and a variety of non-food products, and the other that distributes health and beauty care products, general merchandise and specialty grocery products. The general merchandise services distribution center uses approximately 254,000 square feet of the total owned and leased space.

Military Distribution Segment

        The table below lists, as of December 29, 2001, the locations and sizes of our distribution centers exclusively used in our military distribution business. Unless otherwise indicated, we lease each of these distribution centers. The leases have varying terms, each with a remaining term of less than 20 years.

Location	Approx. Size (Square Feet)
Baltimore, Maryland	350,500
Norfolk, Virginia(1)	568,600
Total Square Footage	919,100

(1)

Includes 59,250 square feet that we own.

ITEM 3. LEGAL PROCEEDINGS

        The Company is engaged from time to time in routine legal proceedings incidental to our business. We do not believe that any pending legal proceedings will have a material impact on the business or financial condition of Nash Finch Company and its subsidiaries, taken as a whole.

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.

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ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

        The following table sets forth information about our executive officers as of March 1, 2002:

Name	Age	Year First Elected or Appointed as an Executive Officer	Title
Ron Marshall	47	1998	President and Chief Executive Officer
Christopher A. Brown	39	1999	Executive Vice President — Merchandising
Jerry L. Nelson	55	2000	Executive Vice President — President, Food Distribution
Bruce A. Cross	49	1998	Sr. Vice President — Business Transformation
Robert B. Dimond	40	2000	Sr. Vice President, Chief Financial Officer and Treasurer
James R. Dorcy	42	2001	Sr. Vice President — Corporate Retail
Norman R. Soland	61	1986	Sr. Vice President, Secretary and General Counsel
Rose M. Bailey	51	2001	Vice President — Human Resources
Jeffrey E. Poore	43	2001	Vice President — Distribution and Logistics
LeAnne M. Stewart	37	1999	Vice President and Corporate Controller

        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, 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.

Ron Marshall has served as our President and Chief Executive Officer and a director since June 1998. Mr. Marshall previously served as Executive Vice President and Chief Financial Officer of Pathmark Stores, Inc., a grocery store chain, from September 1994 to May 1998.

Christopher A. Brown has served as Executive Vice President, Merchandising since October 1999. Prior to joining us, Mr. Brown was employed for over five years by Richfood Holdings, Inc., a food wholesaler and retailer. At Richfood Holdings, Inc., he served in various executive positions, including Executive Vice President, Procuring and Merchandising of the Farm Fresh Division from October 1998 to October 1999, Executive Vice President, Procurement for Richfood Holdings, Inc. from April 1997 to October 1998, Senior Executive Vice President of Super Rite Foods division from March 1996 to April 1997 and President and Chief Operating Officer of Rotelle, Inc., a subsidiary, from August 1994 to March 1996.

Jerry L. Nelson has served as our Executive Vice President, President—Food Distribution since October 2000. He previously served as our operating Senior Vice President, Midwest Region, from April 2000 to October 2000, and as operating Vice President, Midwest Region, from November 1999 to April 2000. Prior to joining us, he served as Executive Vice President of Hagemeyer N.A., a specialty food distributor, from March 1997 to June 1999. From March 1995 to August 1996, he served as Operating Group President of Fleming Companies Inc., a food wholesaler and retailer.

Bruce A. Cross has served as our Senior Vice President, Business Transformation since May 2000. He served as Senior Vice President and Chief Information Officer from September 1998 to May 2000. Mr. Cross previously served as Senior Project Executive for IBM Global Services, a strategic technical outsourcing and business consulting firm, from January 1995 to September 1998.

Robert B. Dimond has served as our Senior Vice President and Chief Financial Officer since October 2000 and as Treasurer since May 2001. Mr. Dimond previously served as Group Vice President and Chief Financial Officer for the western region of Kroger Co., a grocery store chain, from

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March 1999 to September 2000. From February 1992 until March 1999, he served as Group Vice President, Administration and Controller, for Smith's Food & Drug Centers, Inc., a grocery store chain.

James R. Dorcy has served as our Senior Vice President, Corporate Retail since November 2001. He previously served as Vice President, Marketing and Advertising from February 2000 to November 2001. From December 1998 to November 1999, Mr. Dorcy served as Vice President, Advertising and Marketing for Farm Fresh Inc., a grocery store chain. From November 1994 to December 1998, he served as Vice President, Advertising and Marketing for Bozzuto's, Inc., a food wholesaler and retailer.

Norman R. Soland has served as our Senior Vice President since July 1998, and has served as Secretary and General Counsel since January 1986. He served as our Vice President, Secretary and General Counsel from May 1988 to July 1998.

Rose M. Bailey has served as our Vice President, Human Resources since February 2001. She previously served as Director of Human Resource Programs for Arcadia Financial, a buyer and servicer of automobile loans, from February 1998 to January 2001. From March 1979 to January 1997, she served as Vice President of Human Resources for County Seat Stores, Inc., a retailer of specialty clothing.

Jeffrey E. Poore has served as our Vice President, Distribution and Logistics since May 2001. Since 1996 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 joining SuperValu, Mr. Poore served as the Director of Logistics for SUN TV & Appliance, Inc. from December 1995 to September 1996.

LeAnne M. Stewart has served as our Vice President since July 1999, as Controller since April 2000, and served as Treasurer from May 2000 to May 2001. Prior to her election as Controller, Ms. Stewart served as our Vice President, Financial Planning and Analysis. Prior to joining us, she served as Manager, Corporate Finance for Enron Europe Limited, an international energy company, from August 1997 to March 1999. From December 1987 to July 1995, she served in various positions ranging from staff accountant to senior manager at Ernst & Young LLP.

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PART II

ITEM 5.  MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        Our common stock is listed on the Nasdaq National Market and 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 the common stock as reported by the Nasdaq National Market, and the quarterly cash dividends paid per share of common stock. Prices do not include adjustments for retail mark-ups, mark-downs or commissions. At December 29, 2001 there were 2,710 stockholders of record.

	2001		2000		Dividends Per Share
	High	Low	High	Low	2001	2000
First Quarter	17.50	11.81	9.00	6.00	.09	.09
Second Quarter	24.00	17.19	9.13	7.13	.09	.09
Third Quarter	35.54	21.91	10.81	8.19	.09	.09
Fourth Quarter	31.10	20.65	13.56	10.50	.09	.09

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Item 6. Selected Financial Data

Nash Finch Company and Subsidiaries
Consolidated Summary of Operations
Ten years ended December 29, 2001 (not covered by Independent Auditors' Report)

(Dollar amounts in thousands except per share amounts)		2001 (52 weeks)			2000 (52 weeks)		1999 (52 weeks)		1998 (52 weeks)		1997 (53 weeks)		1996 (52 weeks)	1995 (52 weeks)	1994 (52 weeks)	1993 (52 weeks)	1992 (53 weeks)
Total sales and revenues		$	4,107,434		3,955,767		4,060,852		4,113,463		4,292,055		3,301,544	2,811,032	2,763,916	2,662,223	2,461,506
Cost of sales including warehousing and transportation expenses			3,645,333		3,517,528		3,664,107		3,756,407		3,899,802		2,978,529	2,513,325	2,458,666	2,372,408	2,193,055
Selling, general and administrative, and other operating expenses			344,905		330,966		305,843		274,224		286,068		244,372	234,989	241,137	230,155	204,191
Special charges			—		—		(7,045	)	68,471		30,034		—	—	—		—
Interest expense			34,303		34,444		29,931		27,651		29,086		12,991	7,530	8,444	7,466	6,837
Depreciation and amortization			46,601		45,330		41,563		45,128		45,819		33,141	27,803	30,242	27,730	25,790
Provision for income taxes			15,025		11,659		11,216		(18,837	)	2,320		13,174	10,748	10,148	10,047	12,137
Net earnings (loss) from continuing operations		$	21,267		15,840		15,237		(39,581	)	(1,074	)	19,337	16,637	15,279	14,417	19,496
Earnings (loss) from discontinued operations, net of income tax (benefit)			—		—		—		426		(154	)	695	777	201	1,457	572
Earnings (loss) on disposal of discontinued operations, net of income tax			—		—		4,566		(16,913	)	—		—	—	—	—	—
Extraordinary charge from early extinguishment of debt, net of income tax			—		369		—		5,569
Net earnings (loss)		$	21,267		15,471		19,803		(61,637	)	(1,228	)	20,032	17,414	15,480	15,874	20,068
Basic earnings (loss) per share:
	Earnings (loss) from continuing operations	$	1.83		1.38		1.35		(3.50	)	(0.10	)	1.77	1.53	1.40	1.33	1.80
	Earnings (loss) from discontinued operations		—		—		0.40		(1.46	)	(0.01	)	0.06	0.07	0.02	0.13	0.05
	Extraordinary charge from early extinguishment of debt		—		(0.03	)	—		(0.49	)
Basic earnings (loss) per share		$	1.83		1.35		1.75		(5.45	)	(0.11	)	1.83	1.60	1.42	1.46	1.85
Diluted earnings (loss) per share:
	Earnings (loss) from continuing operations	$	1.78		1.38		1.34		(3.50	)	(0.10	)	1.75	1.53	1.40	1.33	1.80
	Earnings (loss) from discontinued operations		—		—		0.40		(1.46	)	(0.01	)	0.06	0.07	0.02	0.13	0.05
	Extraordinary charge from early extinguishment of debt		—		(0.03	)	—		(0.49	)
Diluted earnings (loss) per share		$	1.78		1.35		1.74		(5.45	)	(0.11	)	1.81	1.60	1.42	1.46	1.85
Cash dividends declared per common share		$	.36		.36		.36		.72		.72		.75	.74	.73	.72	.71
Pretax earnings from continuing operations as a percent of sales and revenues			0.88	%	0.70		0.65		—		—		0.98	0.97	0.92	0.92	1.29
Net earnings (loss) as a percent of sales and revenues			0.52	%	0.39		0.49		(1.50	)	(0.03	)	0.61	0.62	0.56	0.60	0.82
Effective income tax rate			41.4	%	42.4		42.4		(32.2	)	425.4		40.5	39.1	40.0	40.5	38.4
Current assets		$	479,363		433,539		465,563		467,108		494,350		525,596	311,690	309,522	294,925	310,170
Current liabilities		$	383,624		324,786		327,327		331,473		294,419		297,088	207,688	220,065	215,021	213,691
Net working capital		$	95,739		108,753		138,236		135,635		199,931		228,508	104,002	89,457	79,904	96,479
Ratio of current assets to current liabilities			1.25		1.33		1.42		1.41		1.68		1.77	1.50	1.41	1.37	1.45
Total assets		$	970,245		880,828		862,443		833,095		904,883		945,477	514,260	531,604	521,654	513,615
Capital expenditures		$	43,924		54,066		52,282		52,730		67,725		51,333	33,264	34,965	36,382	42,991
Long-term obligations (long-term debt and capitalized lease obligations)		$	368,807		353,664		347,809		327,947		364,006		403,651	81,188	95,960	97,887	94,145
Stockholders' equity		$	203,408		184,540		172,674		156,473		225,618		232,861	215,313	206,269	199,264	191,204
Stockholders' equity per share(1)		$	17.43		16.12		15.22		13.80		19.96		21.06	19.80	18.97	18.33	17.59
Return on stockholders' equity(3)			10.46	%	8.58		8.82		(25.30	)	(0.48	)	8.30	7.73	7.41	7.24	10.20
Number of common stockholders of record at year-end			2,710		2,786		2,348		2,214		2,226		2,230	1,940	2,074	2,074	2,087
Common stock high price(2)		$	35.54		13.56		14.50		20.00		24.88		21.75	20.50	18.25	23.25	19.75
Common stock low price(2)		$	11.81		6.00		5.88		13.13		17.50		15.50	15.75	15.38	17.00	16.25

(1)    Based on average outstanding shares at year-end.

(2)    High and low closing sales price.

(3)    Return based on continuing operations.

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

Results of Operations

1. Fiscal 2001 vs. 2000

Revenues

        Total revenues for 2001 were $4.107 billion compared to $3.956 billion for 2000, an increase of 3.8%. The increase is attributed to new food distribution and military business Nash Finch Company (the "Company") has been able to capture during the year. The distribution of total revenues by operating segment is as follows:

Operating segments	2001		2000
Food distribution	50.6	%	49.5	%
Retail	25.2	%	26.0	%
Military	24.2	%	24.5	%
	100.0	%	100.0	%

        Food distribution segment revenues for the year were $2.077 billion compared to $1.958 billion in 2000, an increase of 6.1%. The increase is primarily attributed to new food distribution customers as the Company continues to improve service to new and existing customers. In addition, food distribution revenues were improved by the transfer of revenues from the retail segment as a result of the sale of 18 corporate-owned retail stores, in North and South Carolina to existing food distribution customers during 2001.

        Retail segment revenues were $1.035 billion for the year, compared to $1.029 billion last year, an increase of .6%. The improvement is largely due to the acquisition of 14 stores from U Save Foods, Inc. ("U Save"), on August 13, 2001, offset by the sale of stores in the Southeast. U Save, a privately held company, operated stores primarily in Nebraska. All of the stores acquired have been converted to the Company's primary banners. The sale of the Southeast stores allows the Company to focus its retail strategy on store operations in the upper Midwest.

        The Company has developed two specialty store formats. The first is designed to service a rapidly growing Hispanic market, which the Company believes has not been adequately served by traditional grocery stores. The Company currently operates three Hispanic oriented stores in the Midwest, and has announced a new banner for this format called AVANZA. The first AVANZA store will open in the second quarter of 2002 in Denver, Colorado. A second format, under the name Buy•n•Save is targeted to service the value conscious consumer. At December 29, 2001, four Buy•n•Save stores were in operation, with a plan to roll out three additional stores in the first quarter of 2002.

        Same store sales for 2001 declined by 1%, a direct result of reductions in promotional activity compared to last year and competitive pressures in certain markets. During 2001, the Company's corporate store count changed as follows:

	Fiscal Year 2001
Number of stores at beginning of year	118
New stores	2
Acquired stores	15
Closed or sold stores	(25	)
Number of stores at end of year	110

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        Military segment revenues were $996 million for the year compared to $969 million last year, an increase of 2.8%. The improvement reflects an addition of new business in Europe and North Carolina, awarded to the Company late last year by a major manufacturer. The deployment of military forces in response to the September 11 terrorist attacks has had some impact, though not significant, on the military business.

Gross Margins

        Gross margins were 11.3% in 2001, compared to 11.1% last year. The margin improvements are attributed to increased productivity, efficient utilization of distribution facilities, improved sales mix of private label and value-added products in retail stores and increased procurement efficiencies. In 2001, gross margins were decreased by a LIFO charge of $2.7 million, or .07% as a percent of sales, compared to a LIFO credit of $1.1 million, or .03% as a percent of sales, which increased gross margins in 2000. The charge in 2001 is due to food price inflation and increased inventory levels to accommodate new business.

Selling, General and Administrative Expense

        Selling, general and administrative expenses as a percent of total revenues were 8.4% in both 2001 and 2000. Selling, general and administrative expenses in 2001 include retail store impairments of $1.9 million. The write-down of long-lived assets results from the Company's intention to close two stores, as well as changes in circumstances in three other stores indicating the carrying value of the assets may not be recoverable. There were no impairment charges recorded in 2000. In addition, selling, general and administrative expense for 2001 and 2000 includes gains from the sale of real estate in the amounts of $2.6 million and $3.0 million, respectively. Substantially all of the gain in 2001 relates to the sale of real estate associated with a distribution center closed as part of the 1998 revitalization plan. Lease related costs associated with stores closed in 2001 and 2000 were $1.1 million and $2.7 million, respectively.

Depreciation and Amortization Expense

        Depreciation and amortization expense for the year was $46.6 million compared to $45.3 million in 2000, an increase of 2.8%. The increase primarily reflects the addition of several new stores in 2000 and 2001 and the acquisition of U Save, partially offset by the sale of the Southeast stores. Goodwill, in the amount of $27.9 million, recorded as a result of the U Save acquisition is not subject to amortization in accordance with new accounting pronouncements, but must be tested at least annually for impairment. Refer to New Accounting Standards in Note (1) of Notes to Consolidated Financial Statements. Amortization of goodwill and other intangibles for the year was $8.0 million compared to $8.4 million in 2000.

Interest Expense

        Interest expense for the year was relatively flat at $34.3 million compared to $34.4 million in 2000. Higher interest costs under the revolving credit facility resulted from the Company fixing a rate under a swap agreement which expired on December 6, 2001. The average borrowing rate under the revolving credit facility including the impact of the interest swap was 8.48% in 2001 compared to 7.97% in 2000. The rate difference was offset by an average revolving debt level that was $23.4 million lower compared to 2000. The acquisition of U Save was funded through the revolving credit facility.

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Income Taxes

        The effective income tax rate for 2001 was 41.4% compared to 42.4% in 2000. The rate reduction is attributed to a decrease in the ratio of nondeductible goodwill to pretax income. Refer to the tax rate tables in Note (6) of Notes to Consolidated Financial Statements for the comparative components of these rates.

Net Earnings

        Net earnings for the year increased to $21.3 million, or $1.78 per diluted share, compared to $15.8 million, or $1.38 per diluted share in 2000, before an extraordinary charge related to the refinancing of the Company's revolving credit facility in December 2000. The improvement over last year is attributable to the increased performance in each business segment. Food distribution pretax profitability increased 27% to $60.7 million from $47.8 million in 2000, due to the new business added during the year and continuing operational improvements. Retail segment pretax profit increased 17% to $38.8 million compared to $33.3 million in 2000, due to improvements in gross margins and planned reductions in promotional activities. Military segment pretax profit increased 6.9% to $23.1 million compared to $21.6 million last year. The addition of new business late last year contributed to the year over year profit increase. Segment pretax profitability was partially offset by an increase of $7.3 million in unallocated corporate expenses primarily related to performance based compensation and a LIFO charge of $2.7 million.

1998 Special Charges

        During the fourth quarter of 1998, the Company recorded special charges totaling $71.4 million (offset by $2.9 million of 1997 charge adjustments) as a result of the Company's revitalization plan designed to redirect its technology efforts, optimize warehouse capacity through consolidation, and to close, sell or reassess under-performing businesses and investments.

        In conjunction with the implementation of the Company's 1998 revitalization plan, the Company designated five warehouses and 12 under-performing stores for closure. During 1999, adjustments to the plan involved decisions to close four additional stores and to indefinitely defer the closure of two distribution centers and one retail store. Accordingly, during the fourth quarter of 1999, the Company reversed $7.0 million of expected costs associated with these decisions. All actions contemplated by the original 1998 plan and subsequent revisions have been implemented. The Company does not expect any future adverse impact on earnings to result from any of the continuing issues under the 1998 special charges.

        During fiscal 2001, the activity recorded through the remaining special charge accrual included $.7 million of pension benefits related to the distribution segment and $.8 million in continuing lease and exit costs related to closed retail stores. As of December 29, 2001, the food distribution portion of the special charge liability consisted of $.9 million related to certain pension and post-employment benefits. Also, liabilities in the amount of $5.1 million remain related to continuing lease commitments and occupancy costs associated with retail stores closed under the 1998 special charge. The Company is actively seeking to sublease these properties.

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2. Fiscal 2000 vs. 1999

Revenues

        Total revenues for 2000 were $3.956 billion compared to $4.061 billion for 1999, a decrease of 2.6%. The revenue decline was primarily due to the consolidation of distribution centers in 1999 which were part of the Company's strategic plan to close underutilized facilities and concentrate sales volume into existing distribution centers, thereby improving efficiency, service and distribution costs to the retailer. In 2000, this strategy was a factor in the Company attracting new food distribution and military business. The distribution of revenues by operating segment is as follows:

Operating segments	2000		1999
Food distribution	49.5	%	55.4	%
Retail	26.0	%	21.0	%
Military	24.5	%	23.6	%
	100.0	%	100.0	%

        Food distribution segment revenues for the year were $1.958 billion compared to $2.248 billion in 1999, a decrease of 12.9%. The decline was largely attributed to two factors: the closure of five distribution centers in 1999, resulting in a loss of volume and the acquisitions of two previous food distribution customers, Hinky Dinky Supermarkets, Inc. ("Hinky Dinky") in January 2000 and Erickson's Diversified Corporation ("Erickson's") in June 1999, which resulted in the reporting of 2000 revenues in the retail segment instead of the food distribution segment. During the last half of 2000, the Company successfully gained the food distribution business of Food Farm, Inc., a consortium of 63 Piggly Wiggly stores in the Southeast, representing more than $200 million in annualized revenues.

        Retail segment revenues were $1.029 billion for the year, compared to $853.1 million last year, an increase of 20.6%. The improvement was largely the result of the acquisition of the 12-store Hinky Dinky chain in Nebraska in January 2000, the opening of new replacement stores in Marshalltown and Cedar Rapids, Iowa, an additional store in Rochester, Minnesota and the acquisition of three conventional stores in the Midwest. In addition, the acquisition of 18 stores operated by Erickson's in June 1999 also contributed to the favorable year over year comparison.

        Same store sales for the year were relatively flat compared to last year. During the year the Company's corporate store count changed as follows:

	Fiscal Year 2000
Number of stores at beginning of year	114
New stores	5
Acquired stores	15
Closed or sold stores	(16	)
Number of stores at end of year	118

        Military segment revenues for the year were $969 million compared to $960 million 1999, an increase of 1.0%. The improvement for the year partially reflected the addition of new distribution business in Europe and North Carolina, awarded to the Company in the third quarter by a major manufacturer.

Gross Margins

        Gross margins were 11.1% in 2000, compared to 9.8% in 1999. The increase in 2000 over the last year reflects the growth in the proportion of higher margin retail revenues. In addition, efficiencies in

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warehousing and transportation resulting from facility consolidations, operational and system improvements favorably impacted gross margins. The Company implemented processes to continuously monitor costs by analyzing key measures of operating performance such as delivery equipment utilization, on-time deliveries, product fill rates and the cost per case of handling and shipping goods, against predetermined standards. Improvements in product procurement resulted from leveraging the Company's buying power through three regional procurement offices and partnering with vendors to implement more effective merchandising programs also contributed to improved gross margins.

        In 2000, the Company recorded a LIFO credit of $1.1 million compared to a credit of $.9 million in 1999. Although the Company believes that there was inflation in product pricing, it has experienced deflation in costs of products due to efficiencies and economies brought about by leveraging volume and improvements in its procurement processes.

Selling, General and Administrative Expense

        Selling, general and administrative expenses as a percent of total revenues were 8.4% in 2000 compared to 7.5% in 1999. The increase in 2000 over 1999 was substantially due to the increasing proportion of corporate-owned retail business, which typically operates at higher expense levels as a percent of revenues than does the food distribution segment. During 2000, the Company recorded an additional provision for bad debts of $7.4 million, compared to $4.4 million last year. The increase relates primarily to certain accounts within the Michigan and Ohio market areas, where the Company has focused efforts to minimize credit risks.

Depreciation and Amortization Expense

        Depreciation and amortization expense for the year was $45.3 million compared to $41.6 million in 1999, an increase of 8.9%. The increase primarily reflected a full year's depreciation and goodwill amortization expense related to the acquisitions of Erickson's and Hinky Dinky. In addition, an expansion of the Lumberton, North Carolina distribution center and the construction of seven new stores and 43 remodeled stores during the year also contributed to the increased expense.

Interest Expense

        Interest expense for 2000 was $34.4 million compared to $29.9 in 1999, an increase of 15.1%. The higher interest costs are attributed to higher average borrowing rates which were 7.97% in 2000 compared to 7.04% in 1999. In addition, average revolving debt levels increased in 2000, resulting from the acquisition of Hinky Dinky and various major capital expansion projects, which also contributed to the higher interest costs.

Net Earnings

        Net earnings for 2000 increased to $15.8 million, or $1.38 per diluted share, excluding non-recurring items compared to $9.4 million, or $.82 per diluted share, in 1999, excluding non-recurring items. The improvement over 1999 can be attributed to a number of factors: the successful integration of the Hinky Dinky stores; the continued strong performance by the Erickson's stores; efficiency gains and new business in the food distribution segment. Including the reversal of restructuring charges, non-recurring gains on the 1999 sales of the Company's produce growing and marketing subsidiary, Nash-DeCamp, and majority investments in two dairy operations as well as the write off of unamortized financing costs in 2000, net earnings were $15.5 million or $1.35 per diluted

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share compared to $19.8 million or $1.74 per diluted share last year. The following table illustrates the comparative results (in thousands):

		2000		1999
Net earnings		$	15,471	19,803
Add (deduct) non-recurring items net of tax:
Extraordinary charge			369	—
Gain on disposal of discontinued operation			—	(4,566	)
Special charges reversal			—	(4,058	)
Gain on sale of dairy operation			—	(1,807	)
	Comparable net earnings	$	15,840	9,372
Comparable diluted earnings per share		$	1.38	.82

Income Taxes

        The effective income tax rate for 2000 was unchanged from the 42.4% rate reported in 1999. Refer to the tax rate tables in Note (6) of Notes to Consolidated Financial Statements for the comparative components of these rates.

Extraordinary Charge

        In December 2000, the Company completed the refinancing of its revolving credit facility. The transaction resulted in the write-off of unamortized financing costs associated with the previous facility, which has been classified as an extraordinary charge of $.4 million, or $.03 per share, net of income tax benefit.

EBITDA

        The Company's new revolving credit facility contains various restrictive covenants. Several of these covenants are based on earnings from operations before interest, taxes, depreciation, amortization and non-recurring items (EBITDA). The ability to generate EBITDA sufficient to satisfy the requirements of the credit facility is an important measure of the Company's financial strategy. This information is not intended as an alternative to performance measures under generally accepted accounting principles, but rather as a presentation important for understanding the Company's performance relative to its debt covenants.

        As of December 29, 2001, the Company is in compliance with all EBITDA based debt covenants. The following is a summary of the calculation of EBITDA (in thousands) for 2001, 2000 and 1999.

	2001		2000		1999
Earnings from continuing operations before income taxes and extraordinary charge	$	36,292	27,499		26,453
Special charges (reversals)		—	—		(7,045	)
LIFO effect		2,661	(1,092	)	(859	)
Depreciation and amortization		46,601	45,330		41,563
Interest expense		34,303	34,444		29,931
Gain on sale of dairies		—	—		(3,137	)
Other non-recurring items		389	(232	)	262
Total EBITDA	$	120,246	105,949		87,168

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Critical Accounting Policies

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions in applying certain critical accounting policies. Critical accounting policies are those that require the most subjective and complex judgments. The following are considered by the Company to be critical and could result in materially different amounts being reported under different conditions or using different assumptions:

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. If circumstances change (i.e., further evidence of material adverse credit worthiness, 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.

Guarantees of Debt and Lease Obligations of Others

        We have guaranteed the debt and lease obligations of certain of our 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 ($26.0 million as of December 29, 2001), which would be due in accordance with the underlying agreements. Triggering the guarantee would not however, result in cross default of the Company debt, but could restrict resources available for general business initiatives.

Debt Covenants

        Our debt agreements require us to maintain certain financial ratios and a minimum level of net worth as discussed in Note (5) of Notes to Consolidated Financial Statements. We have complied with these covenants as of December 29, 2001. We believe maintaining our current level of operating results makes the likelihood of defaulting on our debt covenants unlikely absent any material negative event affecting the U.S. economy as a whole. We also believe our lenders would provide us waivers if necessary. However, our expectations of future operating results and continued compliance with our debt covenants cannot be assured and our lender's actions are not controllable by us. If our projections of future operating performance are not achieved and our debt is placed in default, we would experience a material adverse impact on our reported financial position and results of operations.

Lease Commitments

        The Company has historically leased store sites for sublease to qualified independent retailers, at rates that are at least as high as the rent paid by the Company. The Company also leases store sites for its retail segment. Under terms of the original lease agreements, the Company remains primarily liable for any commitments a retailer may no longer be financially able to satisfy as well as those of its own stores. Should a retailer be unable to perform under the sublease or should the Company close underperforming corporate stores, the Company records a charge to earnings for costs of the remaining term of the lease, less any anticipated sublease income. More often than not, the Company has been able to re-sublease such locations to other qualified retailers with minimal interruption of sublease recoveries and cost to the Company. Should the number of defaults by sublessees or corporate store closures increase, the remaining lease commitments the Company must record could have a material adverse effect on operating results and cash flows. Refer to Note (9) of Notes to Consolidated Financial Statements for a discussion of lease commitments.

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Impairment of Long-lived Assets

        Impairment losses are recognized whenever events or changes in circumstances indicate the carrying amount of an asset is not recoverable. The Company considers historical performance and estimated future results in its evaluation of potential impairment. 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. No assurance can be given that these assessments and implementation of any resulting initiatives will result in profit margins sufficient to recover the carrying value of long lived assets.

Deferred Tax Assets

        As of December 29, 2001, we have approximately $18.3 million of net deferred tax assets related principally to obligations to be settled in future periods for which no valuation allowance has been recorded. The realization of these net assets is based primarily upon estimates of future taxable income. Current operating results are sufficient to sustain realization of these net assets. However, should significant reductions in taxable income occur, realization of net tax assets may be prevented.

LIQUIDITY AND CAPITAL RESOURCES

        Historically, the Company has financed capital needs through a combination of internal and external sources. These sources include cash flow from operations, short-term bank borrowings, various types of long-term debt and lease and equity financing.

        Operating cash flows were $89.5 million during 2001 compared to $85.5 million in 2000 and $52.1 million in 1999. The changes in operating cash flows in 2001 were primarily due to changes in operating assets and liabilities. Accounts receivable increased due to the discontinuance of a receivables securitization program. The lower cash flows in 1999 were primarily due to cash commitments under the 1998 special charges offset by reductions in accounts receivable and inventories. Working capital was $95.7 million at the end of 2001 compared to $108.8 at the end of 2000, a decrease of $13.1 million, reflecting management's efforts to minimize its investment in operating assets.

        Cash used for investing activities for the year were $93.3 million compared to $85.7 million in 2000, and $54.0 million in 1999. Investing activities in 2001 consisted primarily of the following: business acquisitions of $47.7 million, primarily attributed to U-Save; and capital expenditures of $43.9 million. Investing activities for 2000 included: capital expenditures of $54.1 million; business acquisitions of $20.0 million, which consisted of Hinky Dinky and three stores in the Midwest; and loans to customers, net of payments received, totaling $14.9 million. In 1999, investing activities included: capital expenditures of $52.3 million; business acquisitions of $67.1 million consisting of Erickson's and two stores each in South Carolina and Wyoming, offset by cash proceeds of $30.0 million from the sale of Nash DeCamp and two dairy operations. The Company has funded investing activities from both cash generated from operations and its revolving credit facilities. It expects to continue to use these as its principle sources of future funding.

        The Company has certain contractual obligations that extend beyond 2002. These commitments include long-term debt and capital and operating lease obligations, primarily related to store locations

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for the Company's retail segment, as well as store locations subleased to independent food distribution customers. The following summarizes these contractual cash obligations as of December 29, 2001:

	Payments Due by Period
Contractual Obligations (in thousands)	Total	Less than 1 Year	1-3 Years	4-5 Years	Over 5 Years
Long Term Debt(1)	325,028	3,267	6,427	143,460	171,874
Capital Lease Obligations(2)(3)	93,086	7,276	14,453	14,041	57,316
Operating Leases(2)	203,693	30,685	53,441	39,359	80,208
Total Contractual Cash Obligations	621,807	41,228	74,321	196,860	309,398

(1)

The $143,460 shown as scheduled for payment in years 4-5 includes repayment of the revolving credit facility based on the current outstanding balance of $140,000. Typically, the Company is able to refinance the credit facility with a new agreement either before or upon maturity of the current agreement. Refer to Note (5) in Notes to Consolidated Financial Statements, the discussion of covenant compliance under "EBITDA," above, and "Debt Covenants" under "Critical Accounting Policies," above, for additional information regarding long term debt.

(2)

A discussion of lease commitments can be found in Note (9) of Notes to Consolidated Financial Statements and "Lease Commitments" under "Critical Accounting Policies," above.

(3)

Includes amounts classified as imputed interest.

        The Company also has made certain commercial commitments that extend beyond 2002. 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 December 29, 2001:

		Commitment Expiration Per Period
Other Commercial Commitments	Total Amounts Committed	Less than 1 Year	1-3 Years	4-5 Years	Over 5 Years
Standby Letters of Credit(1)	18,672	18,672	—	—	—
Guarantees(2)	26,010	179	1,550	1,422	22,859

(1)

Letters of credit relate primarily to supporting workers' compensation obligations and are renewable annually.

(2)

Refer to Note (10) of Notes to Consolidated Financial Statements and "Guarantees of Debt and Lease Obligation" under "Critical Accounting Policies," above, for additional information regarding debt and lease guarantees.

        In December, 2000 the Company completed the refinancing of a revolving credit facility. The agreement has a five year term and provides a $100 million term loan and $150 million in revolving credit. Borrowings under the term loan bear interest at the Eurodollar rate plus a margin increase and a commitment commission on the unused portion of the revolver. The margin increase and the commitment commission are reset quarterly based on movement of a leverage ratio defined by the agreement. At December 29, 2001 the margin and commitment commission were 1.75% and .375%, respectively, compared to 2.0% and .5% at the end of 2000. The new agreement contains financial covenants which among other matters requires the Company to maintain predetermined ratio levels related to interest coverage, fixed charges, leverage and working capital.

        In December, 2001 the Company entered into three swap agreements to manage interest rates on a portion of its long-term debt. The agreements which expire in six, twelve and eighteen month intervals, are each based on notional amounts of $35.0 million and fix interest rates at 2.35%, 2.58% and 2.97% for the respective time intervals. The following table provides information about the

23

Company's derivative financial instruments and other financial instruments 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.

	Fixed Rate				Variable
(In thousands)
	Amount		Rate		Amount		Rate
2002	$	2,057	8.5	%	$	1,210	3.9	%
2003		4,714	8.5	%		110	3.9	%
2004		1,493	8.5	%		110	3.9	%
2005		1,529	8.5	%		140,110	3.9	%
2006		1,711	8.5	%		110	3.4	%
thereafter		171,754	8.5	%		120	3.2	%
	$	183,258			$	141,770

        Three swap agreements each with a notional amount of $35.0 million commenced on December 6, 2001 and expire in six month intervals through June, 2003. Notional amounts are used to calculate the contractual cash flows to be exchanged under the contract. Agreements outstanding at year end (in thousands):

	2001			2000
Pay fixed / receive variable	$	105,000		125,000
Average receive rate		2.1	%	6.8	%
Average pay rate		2.6	%	6.4	%

        The Company believes that borrowing under the revolving credit facility, sale of subordinated notes, other credit agreements, cash flows from operating activities and lease financing will be adequate to meet the Company's working capital needs, planned capital expenditures and debt service obligations for the foreseeable future.

24

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        See disclosure set forth under Item 7 under the caption "Liquidity and Capital Resources."

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Nash Finch Company
Report of Internal Control

        The consolidated financial statements have been prepared by management in conformity with generally accepted accounting principles and include, where required, amounts based on management's best estimates and judgments. Financial information appearing throughout this Annual Report is consistent with that in the consolidated financial statements. In order to meet its responsibility, management maintains a system of internal controls designed to provide reasonable assurance that assets are safeguarded and that financial records properly reflect all transactions. The concept of reasonable assurance recognizes that the relative cost of a control procedure should not exceed the expected benefits. Management believes the selection and development of qualified personnel, the establishment and communication of accounting and administrative policies and procedures (including a code of conduct), and a program of internal audit are important elements of these control systems. The report of Ernst & Young LLP, the Company's independent accountants, covering their audit of the financial statements, is included in this Annual Report. Their independent audit of the company's financial statements includes a review of the system of internal accounting controls to the extent they consider necessary to evaluate the system as required by auditing standards generally accepted in the United States. The Audit Committee of the Board of Directors, composed entirely of outside directors, meets regularly with financial management, the independent auditors, and the director of internal audit to review accounting control, auditing and financial reporting matters. The internal and independent auditors have unrestricted access to the Audit Committee.

/s/  RON MARSHALL Ron Marshall
President, Chief Executive Officer

/s/  ROBERT B. DIMOND Robert B. Dimond,
Senior Vice President, Chief Financial Officer

25

INDEPENDENT AUDITOR'S REPORT

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 December 29, 2001 and December 30, 2000, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 29, 2001. Our audits also included the financial statement schedule listed in the Index at Item 14(b). 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 auditing standards generally accepted in the 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 December 29, 2001 and December 30, 2000, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 29, 2001, in conformity with accounting principles generally accepted in the United States. 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.

Ernst & Young LLP
Minneapolis, Minnesota
February 18, 2002

26

NASH FINCH COMPANY AND SUBSIDIARIES

Consolidated Statements of Income

Fiscal years ended December 29, 2001, December 30, 2000 and January 1, 2000 (In thousands, except per share amounts)			2001 (52 weeks)		2000 (52 weeks)		1999 (52 weeks)
Total sales and revenues			$	4,107,434	3,955,767		4,060,852
Cost and expenses:
	Cost of sales			3,645,333	3,517,528		3,664,107
	Selling, general and administrative			344,905	330,966		305,843
	Special charges			—	—		(7,045	)
	Depreciation and amortization			46,601	45,330		41,563
	Interest expense			34,303	34,444		29,931
		Total cost and expenses		4,071,142	3,928,268		4,034,399
		Earnings from continuing operations before income taxes and extraordinary charge		36,292	27,499		26,453
Income tax expense				15,025	11,659		11,216
		Earnings from continuing operations before extraordinary charge		21,267	15,840		15,237
Discontinued operations:
	Earnings from disposal of discontinued operations, including profit of $1,107 during the phase out period, net of income taxes of $3,587			—	—		4,566
		Earnings before extraordinary charge		21,267	15,840		19,803
	Extraordinary charge from early extinguishment of debt, net of income tax benefits of $271			—	369		—
	Net earnings		$	21,267	15,471		19,803
Basic earnings per share:
	Earnings from continuing operations		$	1.83	1.38		1.35
	Earnings from discontinued operations			—	—		0.40
		Earnings before extraordinary charge		1.83	1.38		1.75
	Extraordinary charge from early extinguishment of debt, net of income tax benefit			—	(0.03	)	—
	Net earnings per share		$	1.83	1.35		1.75
Diluted earnings per share:
	Earnings from continuing operations		$	1.78	1.38		1.34
	Earnings from discontinued operations			—	—		0.40
		Earnings before extraordinary charge		1.78	1.38		1.74
	Extraordinary charge from early extinguishment of debt, net of income tax benefit			—	(0.03	)	—
	Net earnings per share		$	1.78	1.35		1.74

See accompanying notes to consolidated financial statements.

27

NASH FINCH COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except per share amounts)

			December 29, 2001			December 30, 2000
Assets
Current assets:
	Cash		$	10,467		1,534
	Accounts and notes receivable, net			166,808		132,992
	Inventories			274,995		270,481
	Prepaid expenses			16,345		11,920
	Deferred tax assets			10,748		16,612
		Total current assets		479,363		433,539
Investments in affiliates				621		588
Notes receivable, net				31,736		31,866
Property, plant and equipment:
	Land			26,979		23,002
	Buildings and improvements			157,159		135,250
	Furniture, fixtures and equipment			319,378		311,199
	Leasehold improvements			68,487		74,591
	Construction in progress			4,309		6,416
	Assets under capitalized leases			40,860		36,993
				617,172		587,451
	Less accumulated depreciation and amortization			(343,873	)	(330,935	)
		Net property, plant and equipment		273,299		256,516
Goodwill, net				137,337		113,584
Investment in direct financing leases				13,490		14,372
Deferred tax asset, net				7,549		9,810
Other assets				26,850		20,553
		Total assets	$	970,245		880,828
Liabilities and Stockholders' Equity
Current liabilities:
	Outstanding checks		$	57,750		52,042
	Current maturities of long-term debt and capitalized lease obligations			5,364		4,646
	Accounts payable			217,822		188,682
	Accrued expenses			90,869		66,016
	Income taxes			11,819		13,400
		Total current liabilities		383,624		324,786
Long-term debt				321,761		308,618
Capitalized lease obligations				47,046		45,046
Other liabilities				14,406		17,838
Stockholders' equity:
	Preferred stock—no par value
		Authorized 500 shares; none issued		—		—
	Common stock of $1.662/3 par value
		Authorized 25,000 shares, issued 11,831 and 11,711 shares, respectively		19,718		19,518
	Additional paid-in capital			21,894		18,564
	Restricted stock			—		(10	)
	Accumulated other comprehensive income			(2,518	)	—
	Retained earnings			165,317		148,254
				204,411		186,326
	Less cost of 73 and 226 shares of common stock in treasury, respectively			(1,003	)	(1,786	)
		Total stockholders' equity		203,408		184,540
		Total liabilities and stockholders' equity	$	970,245		880,828

See accompanying notes to consolidated financial statements.

28

NASH FINCH COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)

				2001			2000		1999
Operating activities:
	Net earnings			$	21,267		15,471		19,803
	Adjustments to reconcile net income to net cash provided by operating activities:
		Special charges—non cash portion			—		—		(7,045	)
		Discontinued operations			—		—		(8,153	)
		Depreciation and amortization			46,601		45,330		41,563
		Provision for bad debts			4,812		7,361		4,388
		Deferred income tax expense			8,630		2,884		17,460
		Other			372		(318	)	(4,839	)
	Changes in operating assets and liabilities, net of effects of acquisitions:
		Accounts and notes receivable			(36,255	)	23,710		5,964
		Inventories			5,694		(959	)	18,014
		Prepaid expenses			(4,237	)	(646	)	5,285
		Accounts payable			26,200		(6,457	)	(5,625	)
		Accrued expenses			17,312		(9,503	)	(36,143	)
		Income taxes			(875	)	8,594		1,422
			Net cash provided by operating activities		89,521		85,467		52,094
Investing activities:
	Disposal of property, plant and equipment				6,281		16,590		29,606
	Additions to property, plant and equipment				(43,924	)	(54,066	)	(52,282	)
	Business acquired, net of cash				(47,680	)	(19,985	)	(67,082	)
	Loans to customers				(17,082	)	(27,656	)	(24,273	)
	Payments from customers on loans				17,936		12,751		26,154
	(Repurchase) sale of receivables				—		(7,970	)	5,070
	Proceeds from sale of dairy operations, net of gain				—		—		12,769
	Proceeds from sale of Nash-De Camp				—		—		17,083
	Other				(8,871	)	(5,340	)	(1,070	)
		Net cash used in investing activities			(93,340	)	(85,676	)	(54,025	)
Financing activities:
	Proceeds from long-term debt				—		100,000		1,149
	Proceeds (payments) from revolving debt				12,700		(102,700	)	10,000
	Dividends paid				(4,204	)	(4,122	)	(4,083	)
	Payments of short-term debt				—		—		(5,891	)
	Payments of long-term debt				(3,378	)	(1,492	)	(5,924	)
	Payments of capitalized lease obligations				(1,620	)	(1,790	)	(1,598	)
	Increase (decrease) in outstanding checks				5,708		(2,932	)	21,645
	Other				3,546		(1,610	)	2,174
		Net cash provided by (used in) financing activities			12,752		(14,646	)	17,472
			Net increase (decrease) in cash	$	8,933		(14,855	)	15,541
Supplemental disclosure of cash flow information:
	Non cash investing and financing activities Purchase of real estate under capital leases			$	3,866		16,049		679
		Acquisition of minority interest			4,294		—		—

See accompanying notes to consolidated financial statements.

29

NASH FINCH COMPANY AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity

Fiscal period ended December 29, 2001 December 30, 2000 and January 1, 2000 (In thousands, except per share amounts)		Common stock						Accumulated other comprehensive income (loss)				Treasury stock
					Additional paid-in capital	Retained earnings				Restricted stock							Total stockholders' equity
		Shares	Amount									Shares		Amount
Balance at January 2, 1999		11,575	$	19,292	17,944	121,185		—		(113	)	(234	)	$	(1,835	)	156,473
Net earnings		—		—	—	19,803		—		—		—			—		19,803
Dividend declared of $.36 per share		—		—	—	(4,083	)	—		—		—			—		(4,083	)
Common stock issued for employee stock purchase plan		66		110	294	—		—		—		—			—		404
Amortized compensation under restricted stock plan		—		—	—	—		—		13		—			—		13
Repayment of notes receivable from holders of restricted stock		—		—	—	—		—		43		—			—		43
Distribution of stock pursuant to performance awards		—		—	9	—		—		—		3			12		21
Balance at January 1, 2000		11,641		19,402	18,247	136,905		—		(57	)	(231	)		(1,823	)	172,674
Net earnings		—		—	—	15,471		—		—		—			—		15,471
Dividend declared of $.36 per share		—		—	—	(4,122	)	—		—		—			—		(4,122	)
Common stock issued for employee stock purchase plan		70		116	309	—		—		—		—			—		425
Amortized compensation under restricted stock plan		—		—	—	—		—		4		—			—		4
Repayment of notes receivable from holders of restricted stock		—		—	—	—		—		43		—			—		43
Distribution of stock pursuant to performance awards		—		—	8	—		—		—		5			37		45
Balance at December 30, 2000		11,711		19,518	18,564	148,254		—		(10	)	(226	)		(1,786	)	184,540
Net earnings		—		—	—	21,267		—		—		—			—		21,267
Other comprehensive income, net of tax
	Deferred gain (loss) on hedging activites	—		—	—	—		(128	)	—		—			—		(128	)
	Additional minimum pension liability	—		—	—	—		(2,390	)	—		—			—		(2,390	)
Comprehensive income		—		—	—	—		—		—		—			—		18,749
Dividend declared of $.36 per share		—		—	—	(4,204	)	—		—		—			—		(4,204	)
Treasury stock issued upon exercise of options		—		—	943	—		—		—		102			523		1,466
Common stock issued upon exercise of options		28		46	264	—		—		—		—			—		310
Common stock issued for employee stock purchase plan		92		154	655	—		—		—		—			—		809
Amortized compensation under restricted stock plan		—		—	—	—		—		1		—			—		1
Stock based deferred compensation		—		—	993	—		—		—		—			—		993
Repayment of notes receivable from holders of restricted stock		—		—	—	—		—		9		—			—		9
Distribution of stock pursuant to performance awards		—		—	475	—		—		—		51			260		735
Balance at December 29, 2001		11,831	$	19,718	21,894	165,317		(2,518	)	—		(73	)	$	(1,003	)	203,408

See accompanying notes to consolidated financial statements.

30

NASH FINCH COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Accounting Policies

Fiscal Year

        Nash Finch Company's fiscal year ends on the Saturday nearest to December 31. Fiscal years 2001, 2000 and 1999 each consisted of 52 weeks. The Company's interim quarters consist of 12 weeks except for the third quarter which has 16 weeks.

Principles of Consolidation

        The accompanying financial statements include the accounts of Nash Finch Company (the "Company"), its majority-owned subsidiaries and the Company's share of net earnings of a 50% owned company. All material intercompany 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

        Revenues for food distribution and military segments are recognized when product orders placed by customers are shipped. Retail segment revenues are recognized at the point of sale.

        During the year, the Company applied EITF Issue 00-22—Accounting for "Points" and Other Time Based or Volume Based Sales Incentive Offers. The new ruling requires that certain time or volume based rebates or refunds be classified as a reduction of revenues instead of an expense or cost of sale. Amounts reclassified from expense and cost of sales reducing revenues were not material and had no impact on net earnings. Certain other reclassifications have been made in the 2000 and 1999 financial statements to conform to classifications used in 2001. These reclassifications had no impact on net income, earnings per share or stockholders' equity.

Inventories

        Inventories are stated at the lower of cost or market. At December 29, 2001 and December 30, 2000, approximately 86% and 85%, respectively, of the Company's inventories are valued on the last-in, first-out (LIFO) method. During fiscal 2001, the Company recorded a LIFO charge of $2.7 million compared to credits of $1.1 million, and $.9 million in fiscal 2000 and 1999, respectively. 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 $47.8 million and $45.1 million higher at December 29, 2001 and December 30, 2000, 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. Interest costs primarily associated with construction projects and software development in the amount of $.1 million, $.9 million and $.6 million have been capitalized during 2001, 2000 and 1999 respectively.

31

        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. Leasehold improvements and capitalized leases are amortized on a straight-line basis over the shorter of the term of the lease or the useful life of the asset.

Derivative Instruments

        Effective December 31, 2000, the Company adopted Financial Accounting Standard Board Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (Statement No.133) which requires all derivative instruments be recorded on the balance sheet at fair value and establishes criteria for designation and effectiveness of the hedging relationships.

        The Company has market risk exposure to changing interest rates primarily as a result of its borrowing activities. It manages this exposure through the use of a combination of fixed and floating rate debt. The Company's objective in managing its exposure to changes in interest rates is to minimize the impact of fluctuations on earnings and cash flows. To achieve these objectives, the Company uses derivative instruments, primarily interest rate swap agreements, to manage risk exposures when appropriate, based on market conditions. These instruments have the effect of converting fixed rate instruments to floating, or floating to fixed. The Company enters into these agreements with major financial institutions, for terms usually not more than two years and for notional amounts the Company deems to be consistent with its objectives.

        Interest rate swap agreements are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. The Company designates interest rate swap derivatives as cash flow hedges, for those agreements under which the Company agrees to pay fixed rates of interest, in exchange for a variable rate. The Company does not enter into derivative agreements for trading or other speculative purposes, nor is it a party to any leveraged derivative instrument.

        Deferred gains and losses are amortized as an adjustment to interest expense over the same period in which the related interest payments being hedged are recognized in income. However, to the extent that any of these contracts are not considered to be perfectly effective in offsetting the change in the value of the interest payments being hedged, any changes in fair value relating to the ineffective portion of these contracts are immediately recognized in income. The net effect on the Company's operating results is that interest on the portion of variable-rate debt being hedged is generally recorded based on fixed interest rates.

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 (SFAS) No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, 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. The Company has generally identified this lowest level to be individual stores; however, there are limited circumstances where, for evaluation purposes, stores could be considered with the distribution center they support. The Company considers historical performance and future estimated results in its evaluation of potential impairment. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of the impairment by comparing the carrying amount of the asset to its fair value, generally measured by discounting expected future cash flows at the rate the Company utilizes to evaluate potential investments.

32

Intangible Assets

        Intangible assets, consisting primarily of goodwill resulting from business acquisitions, are carried at cost less accumulated amortization. Costs are amortized over the estimated useful lives of the related assets ranging from 2-40 years. Amortization expense charged to operations for fiscal years ended December 29, 2001, December 30, 2000, and January 1, 2000 was $8.0 million, $8.4 million and $6.2 million, respectively. For acquisitions subsequent to June 30, 2001, goodwill is not subject to amortization in accordance with new accounting standards. The accumulated amortization of intangible assets was $37.9 million and $30.2 million at December 29, 2001 and December 30, 2000, respectively. The Company re-evaluates the carrying value of intangible assets for impairment annually and/or when factors indicating impairment are present, using an undiscounted operating cash flow assumption.

Income Taxes

        Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Stock Option Plans

        As permitted by the provisions of SFAS No. 123, Accounting for Stock-Based Compensation, the Company has chosen to continue to apply Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued to Employees and related interpretations in accounting for its stock option plans. As a result, the Company does not recognize compensation costs if the option price equals or exceeds market price at date of grant. Note (7) of Notes to Consolidated Financial Statements contains a summary of the pro forma effects to reported net income and earnings per share had the Company elected to recognize compensation costs as encouraged by SFAS No. 123.

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 July 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. These standards require that all business combinations be accounted for using the purchase method and that goodwill and intangible assets with indefinite useful lives no longer be amortized but instead tested for impairment at least annually. Separable intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives. These standards outline the criteria for initial recognition and measurement of intangibles, assignment of assets and liabilities including goodwill to reporting units and goodwill impairment testing. The Company is required to apply the provisions of SFAS No. 141 including the nonamortization provision of goodwill under SFAS No. 142 to all business combinations completed after June 30, 2001, while SFAS No. 142 is fully effective at the beginning of 2002. In fiscal 2002, the Company will perform the required impairment tests of goodwill and indefinite lived intangible assets. Goodwill amortization expense for 2001 was $5.9 million pretax and $4.7 million after tax or $.39 per diluted share.

33

        In April 2001, the FASB's Emerging Issues Task Force ("EITF") reached consensus on Issue 00-25—Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products. The new ruling provides guidance on income statement classification on consideration paid to a reseller of a vendor's products and must be applied for periods beginning after December 15, 2001. The Company has evaluated this rule change and determined it will have no effect on the financial statements.

(2) Business Acquisitions

        On August 13, 2001, the Company acquired U Save Foods, Inc. ("U Save"), through a cash purchase of 100% of U Save's outstanding capital stock. U Save was a privately held retail grocery store chain operating 14 stores, primarily in Nebraska, with annual sales of approximately $145 million. Final determination of the purchase price is dependent upon the Company's acceptance of an independent audit of the closing balance sheet. A preliminary purchase price allocation resulted in goodwill of $27.9 million which is not required to be amortized in accordance with SFAS No. 141. Results of operations are included in the consolidated statements from the date of acquisition.

        On January 30, 2000 the Company acquired Hinky Dinky Supermarkets, Inc. ("Hinky Dinky") through a cash purchase of all of Hinky Dinky's outstanding capital stock. Hinky Dinky was a majority owner of twelve supermarkets located in Nebraska with annualized sales of approximately $90 million. Assets and liabilities assumed have been recorded at their fair values at date of acquisition resulting in goodwill of $14.2 million, which is being amortized on a straight line basis over 40 years. Results of operations are included in the consolidated statements from the date of acquisition.

(3) 1998 Special Charges

        During the fourth quarter of 1998, the Company recorded special charges totaling $71.4 million (offset by $2.9 million of 1997 adjustments) as a result of the Company's revitalization plan designed to redirect its technology efforts, optimize warehouse capacity through consolidation, and close, sell or reassess under-performing businesses and investments.

        In conjunction with the implementation of the Company's 1998 revitalization plan, the Company designated five warehouses and 12 underperforming stores for closure. During 1999, adjustments to the plan involved decisions to close four additional stores and to indefinitely defer the closure of two distribution centers and one retail store. Accordingly, during the fourth quarter of 1999, the Company reversed $7.0 million of expected costs associated with these decisions. All actions contemplated by the original 1998 plan and subsequent revisions have been implemented.

        During fiscal 2001, the activity recorded through the remaining special charge accrual included $.7 million of pension benefits related to the distribution segment and $.8 million in continuing lease and exit costs related to closed retail stores. As of December 29, 2001, the food distribution portion of the special charge liability consisted of $.9 million related to certain pension and post-employment benefits. Also, liabilities in the amount of $5.1 million remain related to continuing lease commitments and occupancy costs associated with retail stores closed under the 1998 special charge.

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(4) Accounts and Notes Receivable

        Accounts and notes receivable at the end of fiscal years 2001 and 2000 are comprised of the following components (in thousands):

	2001			2000
Customer notes receivable, current	$	10,630		10,704
Customer accounts receivable		147,869		123,985
Other receivables		31,296		20,942
Allowance for doubtful accounts		(22,987	)	(22,639	)
Net current accounts and notes receivable	$	166,808		132,992
Long-term customer notes receivable	$	36,168		36,177
Other noncurrent receivables		4,070		4,062
Allowance for doubtful accounts		(8,502	)	(8,373	)
Net long-term notes receivable	$	31,736		31,866

        Operating results include bad debt expense totaling $4.8 million, $7.4 million and $4.4 million during fiscal years 2001, 2000 and 1999, respectively.

        On December 14, 2001, the Company, exercised an option to discontinue a Receivable Purchase Agreement which was entering the final year of a five year term. The $50 million revolving receivable purchase facility allowed the Company to sell receivables, through Nash Finch Funding Corporation (NFFC), a wholly owned subsidiary, to a third party purchaser. Although no penalties were incurred as a result of the Company's decision, accounts receivables increased by approximately $26.5 million. As of December 30, 2000 the Company had sold $41.2 million of accounts receivable on a non-recourse basis to NFFC. NFFC sold $33.9 million of its undivided interest in such receivables to the Purchaser, subject to specified collateral requirements.

        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.

(5) Long-term Debt and Credit Facilities

        Long-term debt at the end of the fiscal years 2001 and 2000 is summarized as follows (in thousands):

	2001		2000
Revolving credit	$	40,000	27,300
Term loan 4% due in 2005		100,000	100,000
Senior subordinated debt, 8.5% due in 2008		164,178	164,046
Industrial development bonds, 3% to 7.8% due in various installments through 2014		8,675	9,430
Term loan, 9.6% due in 2001		—	1,250
Notes payable and mortgage notes, 3% to 11.5% due in various installments through 2018		12,175	9,386
		325,028	311,412
Less current maturities		3,267	2,794
	$	321,761	308,618

        In December, 2000 the Company completed the refinancing of a revolving credit facility. The credit agreement has a five year term and provides a $100 million term loan and $150 million in

35

revolving credit. At December 29, 2001 borrowings under the term loan bear interest at Eurodollar rate plus 1.75% totaling 4%. Both the premium over a Eurodollar rate and a commitment commission, which were 2.0% and .5%, respectively, at the end of fiscal 2000, are reset quarterly based on movement of a leverage ratio defined by the agreement. The commitment commission on the unused portion of the revolving loan was .375% per annum at the end of the year.

        The agreement contains financial covenants which among other matters, require the Company to maintain predetermined ratio levels related to interest coverage, fixed charges, leverage and working capital. The refinancing resulted in the write-off of deferred financing costs, associated with the previous facility, which have been classified as an extraordinary charge of $.4 million, or $.03 per share, net of tax benefit of $.2 million.

        At the end of fiscal 2001, the Company had three swap agreements in effect to manage interest rates on a portion of its long-term debt. The agreements which expire in six, twelve and eighteen month intervals, are each based on a notional amount of $35.0 million and call for an exchange of interest payments with the Company making payments based on fixed rates of 2.35%, 2.58% and 2.97% for the respective time intervals, and receiving payments based on floating rates, without an exchange of the notional amount upon which the payments are based. Interest rate swap agreements are reflected at fair value in the Company's consolidated balance sheet and related losses of $.1 million net of income taxes are deferred in stockholders' equity as a component of other comprehensive income.

        The Company has outstanding letters of credit in the amounts of $18.7 million and $17.5 million at December 29, 2001 and December 30, 2000, respectively, primarily supporting workers' compensation obligations.

        At December 29, 2001, land in the amount of $2.6 million and buildings and other assets with a depreciated cost of approximately $9.0 million are pledged to secure outstanding mortgage notes and obligations under issues of industrial development bonds. In addition, borrowings under the credit facility are collaterized by a security interest in substantially all remaining assets not pledged under other debt agreements, including those of wholly owned subsidiaries.

        Aggregate annual maturities of long-term debt for the five fiscal years after December 29, 2001 are as follows (in thousands):

2002	$	3,267
2003		4,824
2004		1,603
2005		141,639
2006		1,821
2007 and thereafter	$	171,874

        Interest paid was $32.4 million, $37.9 million and $30.1 million, for fiscal years 2001, 2000 and 1999, respectively.

        Based on borrowing rates currently available to the Company for long-term financing with similar terms and average maturities, the fair value of long-term debt, including current maturities, utilizing discounted cash flows is $316.0 million.

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(6) Income Taxes

        Income tax expense related to continuing operations is made up of the following components (in thousands):

			2001			2000		1999
Current:
	Federal		$	10,643		5,490		3,698
	State			2,114		1,091		795
	Tax credits			(11	)	(7	)	(18	)
Deferred:				2,279		5,085		6,741
		Total	$	15,025		11,659		11,216

        Total income tax expense for the fiscal years 2001, 2000 and 1999 was $15.0 million, $11.4 million and $14.8 million, respectively, allocated as follows:

		2001		2000		1999
Income from continuing operations		$	15,025	11,659		11,216
Discontinued operations			—	—		3,587
Extraordinary item			—	(271	)	—
	Total income tax expense	$	15,025	11,388		14,803

        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:

	2001		2000		1999
Federal statutory tax rate	35.0	%	35.0	%	35.0	%
State taxes, net of federal income tax benefit	4.2		4.2		4.5
Non-deductible goodwill	2.9		3.7		2.8
Other net	(.7	)	(.5	)	0.1
Effective tax rate	41.4	%	42.4	%	42.4	%

        Income taxes paid (refunded) were $4.6 million, $(.4) million and $(.9) million during fiscal years 2001, 2000 and 1999, respectively.

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        The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 29, 2001, December 30, 2000, and January 1, 2000, are presented below (in thousands):

			2001		2000	1999
Deferred tax assets:
	Inventories		$	954	2,794	2,973
	Provision for obligations to be settled in future periods			33,841	28,518	29,964
	Closed locations			2,000	7,274	10,819
	Other			2,215	758	528
		Total deferred tax assets		39,010	39,344	44,284
Deferred tax liabilities:
	Depreciation and amortization			8,527	4,958	3,329
	Acquired asset adjustments for fair values			9,590	7,171	9,503
	Accelerated tax deductions			1,437	386	2,287
	Other			1,159	407	239
		Total deferred tax liabilities		20,713	12,922	15,358
Net deferred tax asset			$	18,297	26,422	28,926

        Temporary differences for obligations to be settled in the future consist of deferred compensation, vacation, health benefits and other expenses which are not deductible for tax purposes until paid.

        The Company has determined a valuation allowance for the net deferred tax asset is not required since it is more likely than not the deferred tax asset will be realized through carryback to taxable income in prior years, future reversals of existing taxable temporary differences, future taxable income and tax planning strategies.

(7) Stock Rights and Options

        Under the Company's 1996 Stockholder Rights Plan, one right is attached to each outstanding share of common stock. Each right entitles the holder to purchase, under certain conditions, one-half share of common stock at a price of $30.00 ($60.00 per full share). The rights are not yet exercisable and no separate rights certificates have been distributed. All rights expire on March 31, 2006.

        The rights become exercisable 20 days after a "flip-in event" has occurred or 10 business days (subject to extension) after a person or group makes a tender offer for 15% or more of the Company's outstanding common stock. A flip-in event would occur if a person or group acquires (1) 15% of the Company's outstanding common stock, or (2) an ownership level set by the Board of Directors at less than 15% if the person or group is deemed by the Board of Directors to have interests adverse to those of the Company and its stockholders. The rights may be redeemed by the Company at any time prior to the occurrence of a flip-in event at $.01 per right. The power to redeem may be reinstated within 20 days after a flip-in event occurs if the cause of the occurrence is removed.

        Upon the rights becoming exercisable, subject to certain adjustments or alternatives, each right would entitle the holder (other than the acquiring person or group, whose rights become void) to purchase a number of shares of the Company's common stock having a market value of twice the exercise price of the right. If the Company is involved in a merger or other business combination, or certain other events occur, each right would entitle the holder to purchase common shares of the acquiring company having a market value of twice the exercise price of the right. Within 30 days after the rights become exercisable following a flip-in event, the Board of Directors may exchange shares of Company common stock or cash or other property for exercisable rights.

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        The Company follows APB 25 and related interpretations in accounting for its employee stock options. Under APB 25, when the exercise price of employee stock options equals the market price of the underlying stock on the date of the grant, no compensation expense is recognized.

        The Company has four stock incentive plans under which incentive stock options, non-qualified stock options and other forms of incentive stock awards have been, or may be, granted primarily to key employees and non-employee members of the Board of Directors. Under these plans, outstanding stock options to purchase shares of the Company's common stock, including incentive stock options and non-qualified stock options, have been granted at exercise prices which are not less than 100% of fair market value at date of grant and are exercisable over terms which may not exceed 10 years from the date of grant.

        Changes in outstanding options during the three fiscal years ended December 29, 2001 are summarized as follows (in thousands):

		Shares		Weighted Average Option Price Per Share
Options outstanding January 2, 1999		510		$	16.89
	Exercised	—			—
	Forfeited	(165	)		17.27
	Granted	268			8.54
Options outstanding January 1, 2000		613			13.15
	Exercised	—			—
	Forfeited	(188	)		9.72
	Granted	519			9.01
Options outstanding December 30, 2000		944			11.56
	Exercised	(130	)		13.63
	Forfeited	(137	)		13.96
	Granted	469			21.36
Options outstanding December 29, 2001		1,146		$	15.04
Options exercisable at
	December 29, 2001	454,684		$	14.55
	December 30, 2000	296,100			14.12

        Remaining average contractual life of options outstanding at December 29, 2001 was 2.5 years, with an exercise price ranging from $7.25 to $28.48.

        The weighted average fair value of options granted during 2001, 2000 and 1999 are $6.81, $1.99 and $1.67 respectively. The fair value of each option grant is estimated as of the date of grant using the Black-Scholes single option pricing model assuming a weighted average risk-free interest rate of 4.4%, an expected dividend yield of 1.20%, expected lives of two and one-half years and volatility of 47%. Had compensation expense for stock options been determined based on the fair value method (instead of intrinsic value method) at the grant dates for awards, the Company's 2001, 2000 and 1999 net earnings and diluted earnings per share would have decreased $.7 million or $.06 per share, $.3 million or $.03 per share and $.2 million or $.02 per share, respectively.

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(8) Earnings per Share

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

		2001		2000	1999
Numerator:
	Earnings from continuing operations before extraordinary charge	$	21,267	15,840	15,237
Denominator:
	Denominator for basic earnings per share (weighted-average shares)		11,624	11,443	11,333
	Effect of dilutive options and awards		335	52	76
	Denominator for diluted earnings per share (adjusted weighted-average shares)		11,959	11,495	11,409
	Basic earnings per share	$	1.83	1.38	1.35
	Diluted earnings per share	$	1.78	1.38	1.34

(9) Lease and Other Commitments

        A substantial portion of the store and warehouse properties of the Company are leased. The following table summarizes assets under capitalized leases (in thousands):

		2001			2000
Buildings and improvements		$	40,860		36,993
Less accumulated amortization			(13,334	)	(11,348	)
	Net assets under capitalized leases	$	27,526		25,645

        Total future minimum sublease rentals related to operating and capital lease obligations as of December 29, 2001 are $87.6 million and $26.1 million, respectively. Future minimum payments for operating and capital leases have not been reduced by minimum sublease rentals receivable under non-cancelable subleases. At December 29, 2001, future minimum rental payments under non-cancelable leases and subleases are as follows (in thousands):

	Operating leases		Capital leases
2002	$	30,685		7,276
2003		28,079		7,246
2004		25,362		7,207
2005		22,113		7,074
2006 and thereafter		97,454		64,283
Total minimum lease payments	$	203,693		93,086
Less imputed interest (rates ranging from 7% to 17.2%)				43,943
Present value of net minimum lease payments				49,143
Less current maturities				(2,097	)
Capitalized lease obligations			$	47,046

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        Total rental expense under operating leases for fiscal years 2001, 2000 and 1999 is as follows (in thousands):

	2001			2000		1999
Total rentals	$	45,648		43,431		42,919
Less real estate taxes, insurance and other occupancy costs		(3,378	)	(2,692	)	(1,950	)
Minimum rentals		42,270		40,739		40,969
Contingent rentals		(175	)	51		(128	)
Sublease rentals		(15,687	)	(15,575	)	(14,972	)
	$	26,408		25,215		25,869

        Most of the Company's leases provide that the Company 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. Management expects that, in the normal course of business, leases that expire will be renewed or replaced by other leases.

(10) Concentration of Credit Risk

        The Company provides financial assistance in the form of loans to some of its 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. In addition, the Company may guarantee lease and debt obligations of retailers.

        As of December 29, 2001, the Company has guaranteed outstanding debt and lease obligations of a number of retailers in the amount of $26.0 million, including $10.8 million in loan guarantees to two large retailers. The Company has guaranteed debt, in the amount of $8.5 million, of a third retailer currently in bankruptcy. The Company believes the value of the underlying collateral which the Company now owns, is sufficient to cover the debt. Maturities of the underlying guarantee agreements vary and continue through 2012.

        The Company establishes allowances for doubtful accounts based upon periodic assessments of the credit risk of specific customers, collateral value, historical trends and other information. The Company believes that adequate provisions have been recorded for any doubtful accounts.

(11) Long-Term Compensation Plans

        The Company has a profit sharing plan covering substantially all employees meeting specified requirements. Contributions, determined by the Board of Directors, are made to a noncontributory profit sharing trust based on profit performances. Profit sharing expense for 2001, 2000 and 1999 was $4.9 million, $3.3 million and $3.6 million, respectively.

        Certain officers and key employees are participants in a deferred compensation plan providing fixed benefits payable in equal monthly installments upon retirement. Annual contributions to the deferred compensation plan, which are based on Company performance, were expensed. Other than dividend distributions earned on accumulated share equivalents, no further contribution will be made to this plan. The Company made no contributions in 2001 and 2000, but contributed $.4 million to the plan in 1999.

        On January 1, 2000, the Company 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

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account is credited with an amount equal to 20% of the base salary for the year. Active participants in the aforementioned deferred compensation plan, which is tied to the Company's stock price, may elect to have the total share equivalents converted to cash equivalents and credited to their SERP account. Benefits payable under the SERP vest upon attaining age 65 and at age 60 for participants who have chosen conversion of all or a portion of their deferred compensation plan. Compensation expense related to the plan was $.6 million and $.5 million in 2001 and 2000, respectively.

(12) Pension and Other Post-retirement Benefits

        The Company 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. The Company contributes amounts necessary to meet minimum funding requirements. During 1997, the Company formalized a curtailment plan affecting all participants under the age of 55. All employees impacted by the curtailment were transferred into the Company's existing defined contribution plan effective January 1, 1998.

        The Company provides certain health care benefits for retired employees not subject to collective bargaining agreements. Employees become eligible for those benefits when they reach normal retirement age and meet minimum age and service requirements. Health care benefits for retirees are provided under a self-insured program administered by an insurance company.

        The estimated future cost of providing post-retirement health costs is accrued over the active service life of the employees. The following table sets forth the benefit obligations and funded status of the curtailed pension plan and post-retirement benefits.

        The actuarial present value of benefit obligations and funded plan status of December 29, 2001 and December 30, 2000 were (in thousands):

	PENSION BENEFITS					OTHER BENEFITS
	2001			2000		2001		2000
Change in benefit obligation
Benefit obligation at beginning of year	$	(35,634	)	(33,595	)	(22,400	)	(8,702	)
Service cost		(61	)	(92	)	(1,122	)	(887	)
Interest cost		(2,716	)	(2,675	)	(1,420	)	(1,509	)
Amendment		—		—		(347	)	(1,291	)
Participant contributions		—		—		(778	)	(727	)
Actuarial (loss) gain		(1,696	)	(1,889	)	1,079		(12,583	)
Benefits paid		2,673		2,617		2,611		3,299
Benefit obligation at end of year		(37,434	)	(35,634	)	(22,377	)	(22,400	)
Change in plan assets
Fair value of plan assets at beginning of year		38,799		40,740		—		—
Actual return on plan assets		(91	)	674		—		—
Contributions to plan		—		2		2,611		3,298
Benefits paid		(2,673	)	(2,617	)	(2,611	)	(3,298	)
Fair value of plan assets at end of year		36,035		38,799		—		—
Funded status		(1,400	)	3,165		(22,377	)	(22,400	)
Unrecognized actuarial loss (gain)		4,202		(260	)	9,082		10,682
Unrecognized transition obligation		—		—		2,719		2,972
Unrecognized prior service cost		(91	)	(105	)	992		1,046
Prepaid (accrued) benefit cost	$	2,711		2,800		(9,584	)	(7,700	)

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	PENSION BENEFITS				OTHER BENEFITS
	2001		2000		2000		2001
Weighted-average assumptions as of December 29, 2001
Discounted rate	7.50	%	7.75	%	7.50	%	7.75	%
Expected return on plan assets	8.00	%	8.00	%	—		—
Rate of compensation increase	5.00	%	5.00	%	—		—

        At December 29, 2001 the accumulated pension benefit obligation exceeded plan assets. Accordingly, the Company recorded an additional minimum liability in the amount of $4.0 million, the offset of which is recorded, net of a tax benefit of $1.6 million, as a reduction of comprehensive income.

        The aggregate costs for the Company's retirement benefits included the following components (in thousands):

Components of net periodic benefit cost (income)

	PENSION BENEFITS							OTHER BENEFITS
	2001			2000		1999		2001	2000	1999
Service cost	$	61		92		144		1,122	887	402
Interest cost		2,716		2,675		2,591		1,420	1,509	620
Expected return on plan assets		(2,673	)	(2,900	)	(3,042	)	—	—	—
Amortization of prior service costs		(15	)	(15	)	(15	)	—	—	—
Amortization of unrecognized transition obligation		—		—		—		828	688	248
Amortization of unrecognized net (gain) loss		—		(24	)	—		—	—	—
Net periodic benefit cost (income)	$	89		(172	)	(322	)	3,370	3,084	1,270

        Assumed health care cost trend rates have a significant effect on the 2001 amounts reported for the health care plans. The assumed annual rate of future increases in per capita cost of health care benefits was 10.0% in fiscal 2001 declining gradually to 5.5% in 2007 and thereafter. A one-percentage point change in assumed health care cost trend rates would have the following effects (in thousands):

	1% Increase		1% Decrease
Effect on total of service and interest cost components	$	467	(379	)
Effect on post-retirement benefit obligation		3,525	(2,857	)

        Approximately 4.4% of the Company's 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. The Company does not have the information available to reasonably estimate its share of the accumulated plan benefits or net assets available for benefits under the multi-employer plans. Amounts contributed to those plans were $2.3 million in 2001 and 2000, and $2.5 million in 1999.

(13) Segment Information

        The Company and its subsidiaries sell and distribute products that are typically found in supermarkets. The Company has three reportable operating segments. The Company's food distribution segment consists of 15 distribution centers that sell to independently operated retail food stores, 110 corporately operated retail food stores, and institutional customers. The retail segment consists of corporately operated stores that sell directly to the consumer. The military food distribution segment consists of two distribution centers that sell products exclusively to military commissaries.

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        Information presented below relates only to results of continuing segments. The Company evaluates segment performance and allocates resources based on profit or loss before income taxes, general corporate expenses, interest, restructuring changes and earnings from equity investments. The accounting policies of the reportable segments are the same as those described in the summary of accounting policies except the Company accounts for inventory on a FIFO basis at the segment level compared to a LIFO basis at the consolidated level.

        Inter-segment sales and transfers are recorded on a cost plus markup basis. For segment financial reporting purposes, a portion of the operational profits of wholesale distribution centers are allocated to retail operations to the extent that merchandise is purchased by these distribution centers and transferred to retail stores directly operated by the Company. For fiscal 2001, 34% of such warehouse operational profits were allocated to retail operations compared to 36% and 24% in 2000 and 1999, respectively. Prior year's segment information has been restated to reflect reclassifications of certain transactions from revenues to expense or cost of sales, changes in the method of allocating marketing revenues, and an allocation of a military management fee to the military segment.

Schedules

Year end December 29, 2001 (in thousands)	Food Distribution			Retail		Military	Total
Revenue from external customers	$	2,076,612		1,035,154		995,668	4,107,434
Inter-segment revenue		575,301		—		—	575,301
Interest revenue		(741	)	(339	)	—	(1,080	)
Interest expense (includes capital lease interest)		(724	)	2,847		—	2,123
Depreciation and amortization expense		12,427		12,771		1,373	26,571
Segment profit		60,717		38,751		23,071	122,539
Segment assets		386,088		169,051		133,223	688,362
Expenditures for long-lived assets		20,484		8,909		1,721	31,114

Year end December 30, 2000 (in thousands)	Food Distribution			Retail		Military	Total
Revenue from external customers	$	1,957,921		1,028,961		968,885	3,955,767
Inter-segment revenue		584,216		—		—	584,216
Interest revenue		(2,724	)	(349	)	—	(3,073	)
Interest expense (includes capital lease interest)		(221	)	2,469		—	2,248
Depreciation and amortization expense		14,990		12,215		1,888	29,093
Segment profit		47,783		33,290		21,588	102,661
Segment assets		402,234		164,202		139,329	705,765
Expenditures for long-lived assets		11,273		33,931		875	46,079

Year end January 1, 2000 (in thousands)	Food Distribution			Retail		Military	Total
Revenue from external customers	$	2,247,751		853,146		959,955	4,060,852
Inter-segment revenue		510,433		—		—	510,433
Interest revenue		(3,049	)	(229	)	—	(3,278	)
Interest expense (includes capital lease interest)		(438	)	1,742		—	1,304
Depreciation and amortization expense		15,893		9,038		2,077	27,008
Segment profit		42,104		18,038		20,736	80,878
Segment assets		418,154		144,890		142,498	705,542
Expenditures for long-lived assets		12,704		26,123		680	39,507

44

Reconciliation (In thousands)

		2001			2000		1999
Revenues
Total external revenue for segments		$	4,107,434		3,955,767		4,060,852
Inter-segment revenue from reportable segments			575,301		584,216		510,433
Elimination of intra-segment revenue			(575,301	)	(584,216	)	(510,433	)
	Total consolidated revenues	$	4,107,434		3,955,767		4,060,852
Profit or Loss
Total profit for segments		$	122,539		102,661		80,878
Unallocated amounts:
	Adjustment of LIFO to inventory		(2,661	)	1,092		859
	Unallocated corporate overhead		(83,586	)	(76,254	)	(62,329	)
	Special charges		—		—		7,045
Income from continuing operations before income taxes		$	36,292		27,499		26,453
Assets
Total assets for segments		$	688,362		705,765		705,542
Unallocated corporate assets			338,907		226,959		206,557
Accumulated LIFO reserves			(47,753	)	(45,092	)	(46,184	)
Elimination of intercompany receivables			(9,271	)	(6,804	)	(3,472	)
	Total consolidated assets		970,245		880,828		862,443

Other Significant Items—2001

	Segment Totals		Adjustments	Consolidated Totals
Depreciation and amortization expense	$	26,571	20,030	46,601
Interest expense		2,123	32,180	34,303
Expenditures for long-lived assets		31,114	12,810	43,924

Other Significant Items—2000

	Segment Totals		Adjustments	Consolidated Totals
Depreciation and amortization expense	$	29,093	16,237	45,330
Interest expense		2,248	32,196	34,444
Expenditures for long-lived assets		46,079	7,987	54,066

Other Significant Items—1999

	Segment Totals		Adjustments	Consolidated Totals
Depreciation and amortization expense	$	27,008	14,555	41,563
Interest expense		1,304	28,627	29,931
Expenditures for long-lived assets		39,507	12,775	52,282

45

        The reconciling items to adjust expenditures for depreciation, interest revenue, 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. The Company's market areas are in the Midwest, Mid-Atlantic and Southeast United States.

(14) Sale of Subsidiaries

        On July 31, 1999 the Company sold the outstanding stock of its wholly-owned produce growing and marketing subsidiary, Nash-De Camp. Nash-De Camp has previously been reported as a discontinued operation following a fourth quarter 1998 decision to sell the subsidiary. As a result of the sale, the Company realized cash proceeds of $17.1 million and recognized an $8.2 million reversal of a $27.5 million provision recorded for the expected sale at the end of 1998.

        On June 30, 1999 the Company sold its majority interests in two dairy operations, Gillette Dairy of the Black Hills, Inc. and Nebraska Dairies, Inc. The Company received $15.9 million for the sale of stock and, recognized a pre-tax gain of $3.1 million on the sale recorded as part of continuing operations.

(15) Subsidiary Guarantees

        The following table presents summarized combined financial information for certain wholly owned subsidiaries which guarantee on a full unconditional and joint and several basis, $165.0 million of senior subordinated notes due May 1, 2008, which were offered and sold by the Company on April 24, 1998:

Summarized financial information for the year ended December 29, 2001 (in thousands):

	Nash Finch		Guarantor Subsidiaries	Elimination		Consolidated
Current assets	$	333,720	145,507	136		479,363
Non-current assets		589,208	127,668	(225,994	)	490,882
Current liabilities		348,358	48,150	(12,884	)	383,624
Non-current liabilities		371,163	23,901	(11,851	)	383,213
Sales and revenues		3,126,893	1,164,959	(184,418	)	4,107,434
Operating expenses		3,107,834	1,147,726	(184,418	)	4,071,142
Operating profit		19,059	17,233	—		36,292
Net earnings		10,886	10,381	—		21,267

Summarized financial information for the year ended December 30, 2000 (in thousands):

	Nash Finch		Guarantor Subsidiaries	Elimination		Consolidated
Current assets	$	282,800	146,946	3,793		433,539
Non-current assets		554,965	106,331	(214,007	)	447,289
Current liabilities		293,911	42,764	(11,889	)	324,786
Non-current liabilities		334,370	44,944	(7,812	)	371,502
Sales and revenues		2,937,987	1,175,595	(157,815	)	3,955,767
Operating expenses		2,923,476	1,162,607	(157,815	)	3,928,268
Operating profit		14,511	12,988	—		27,499
Net earnings		8,005	7,466	—		15,471

46

        Summarized financial information for year ended January 1, 2000 (in thousands):

	Nash Finch		Guarantor Subsidiaries	Elimination		Consolidated
Sales and revenues	$	2,992,725	1,129,217	(61,090	)	4,060,852
Operating expenses		2,974,715	1,120,774	(61,090	)	4,034,399
Operating profit (loss)		16,095	10,358	—		26,453
Net earnings (loss)		13,837	5,966	—		19,803

        Non-guarantor subsidiaries, all of which are wholly owned, are inconsequential.

47

Quarterly Financial Information (Unaudited)

		First Quarter 12 Weeks			Second Quarter 12 Weeks		Third Quarter 16 Weeks		Fourth Quarter 12 Weeks
A summary of quarterly financial information is presented. (In thousands, except per share amounts)
		2001		2000	2001	2000	2001	2000	2001	2000
Net sales and revenues		$	904,939	877,275	949,559	905,894	1,274,843	1,204,533	978,093	968,065
Cost of sales			801,873	782,144	842,447	802,367	1,136,018	1,071,528	864,995	861,489
Earnings before income taxes and extraordinary charge			5,554	3,910	9,016	7,568	10,320	6,968	11,402	9,053
Income taxes			2,299	1,658	3,733	3,209	4,272	2,954	4,721	3,838
Net earnings before extraordinary charge			3,255	2,252	5,283	4,359	6,048	4,014	6,681	5,215
Extraordinary charge from early extinguishment of debt, net of income tax benefit			—	—	—	—	—	—	—	369
Net earnings			3,255	2,252	5,283	4,359	6,048	4,014	6,681	4,846
Percent to sales and revenues			0.36	0.26	0.56	0.48	0.47	0.33	0.68	0.50
Basic earnings per share
	Earnings before extraordinary charge	$	.28	.20	.46	.38	.52	.35	.57	.45
	Net earnings	$	.28	.20	.46	.38	.52	.35	.57	.42
Diluted earnings per share
	Earnings before extraordinary charge	$	.28	.20	.44	.38	.50	.35	.55	.45
	Net earnings	$	.28	.20	.44	.38	.50	.35	.55	.42

48

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

        Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

A.

DIRECTORS OF THE REGISTRANT.

        The information under the captions "Election of Directors—Information About Directors and Nominees" and "Election of Directors—Other Information About Directors and Nominees" in the Company's 2002 Proxy Statement is incorporated herein by reference.

B.

EXECUTIVE OFFICERS OF THE REGISTRANT.

        Information concerning executive officers of the Company is included in this Report under Item 4A, "Executive Officers of the Registrant".

C.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT OF 1934.

        Information under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's 2002 Proxy Statement is incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

        The information under the captions "Election of Directors—Compensation of Directors" and "Executive Compensation and Other Benefits" in the Company's 2002 Proxy Statement is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The information under the captions "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" in the Company's 2002 Proxy Statement is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The information under the captions "Election of Directors—Other Information About Directors and Nominees" and "Certain Transactions" in the Company's 2002 Proxy Statement is incorporated herein by reference.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

A.

FINANCIAL STATEMENTS.

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

Report of Internal Control—page 25

Independent Auditors' Report—page 26

Consolidated Statements of Income for the fiscal years ended December 29, 2001, December 30, 2000 and January 1, 2000—page 27

Consolidated Balance Sheets as of December 29, 2001 and December 30, 2000—page 28

49

Consolidated Statements of Cash Flows for the fiscal years ended December 29, 2001, December 30, 2000 and January 1, 2000—page 29

Consolidated Statements of Stockholders' Equity for the fiscal years ended December 29, 2001, December 30, 2000 and January 1, 2000—page 30

Notes to Consolidated Financial Statements—pages 31 to 48

B.

FINANCIAL STATEMENT SCHEDULES.

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

Valuation and Qualifying Accounts—page 52

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

C.

EXHIBITS.

The exhibits to this Report are listed in the Exhibit Index on pages 54 to 56 herein.

        A copy of any of these exhibits will be furnished at a reasonable cost to any person who was a stockholder of the Company as of March 25, 2002, 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.

        The following is a list of each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 14(c):

1.

Nash Finch Profit Sharing Trust Agreement (as restated effective January 1, 1994) (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994 (File No. 0-785)).



2.

Nash Finch Profit Sharing Plan—2001 Revision (as restated effective generally January 1, 2001) (filed herewith).



3.

Nash Finch Profit Sharing Plan—2001 Revision—First Declaration of Amendment (filed herewith).



4.

Nash Finch Executive Incentive Bonus and Deferred Compensation Plan (as amended effective September 30, 2001) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended October 6, 2001 (File No. 0-785)).



5.

Nash Finch Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2000 (File No. 0-785)).



6.

Excerpts from minutes of the November 11, 1986 meeting of the Board of Directors regarding Nash Finch Pension Plan, as amended (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended January 3, 1987 (File No. 0-785)).



7.

Excerpts from minutes of the November 21, 1995 meeting of the Board of Directors regarding Nash Finch Pension Plan, as amended (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1995 (File No. 0-785)).

50

8.

Excerpts from minutes of the April 9, 1996 meeting of the Board of Directors regarding director compensation (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1996 (File No. 0-785)).



9.

Excerpts from minutes of the November 19, 1996 meeting of the Board of Directors regarding director compensation (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1996 (File No. 0-785)).



10.

Excerpts from minutes of the November 17, 1998 meeting of the Board of Directors regarding director compensation (incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1999 (File No. 0-785)).



11.

Excerpts from minutes of the February 22, 2000 meeting of the Board of Directors regarding director compensation (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1999 (File No. 0-785)).



12.

Form of letter agreement specifying benefits in the event of termination of employment following a change in control of Nash Finch (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 1990 (File No. 0-785)).



13.

Nash Finch Income Deferral Plan (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994 (File No. 0-785)).



14.

Nash Finch 1994 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 14, 1997 (File No. 0-785)).



15.

Nash Finch 2000 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 17, 2000 (File No. 0-785)).



16.

Nash Finch 1995 Director Stock Option Plan, as amended (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 17, 2000 (File No. 0-785)).



17.

Nash Finch 1997 Non-Employee Director Stock Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 14, 1997 (File No. 0-785)).



18.

Nash Finch 1999 Employee Stock Purchase Plan, as amended (filed herewith).



19.

Non-Statutory Stock Option Agreement dated as of June 1, 1998, between Nash Finch and Ron Marshall (filed herewith).

D.

REPORT ON FORM 8-K:

On December 27, 2001, the Company furnished information in a report on Form 8-K under "Item 9. Regulation FD Disclosure."

51

Schedule II

NASH FINCH COMPANY and SUBSIDARIES

Valuation and Qualifying Accounts

Fiscal Years ended December 29, 2001, December 30, 2000 and January 1, 2000
(In thousands)

				Additions
						Charged (credited) to other accounts
Description		Balance at beginning of year		Charged to costs and expenses	Due to acquisitions			Deductions		Balance at end of year
52 weeks ended January 1, 2000:
	Allowance for doubtful receivables(c)	$	34,417	4,388	280	268	(a)	8,325 598	(b) (c)	30,430
	Provision for losses relating to leases on closed locations		6,236	1,915				2,501	(d)	5,650
		$	40,653	6,303	280	268		11,424		36,080
52 weeks ended December 30, 2000:
	Allowance for doubtful receivables(c)	$	30,430	7,361	—	23	(a)	6,802	(b)	31,012
	Provision for losses relating to leases on closed locations		5,650	2,722	—	—		2,297	(d)	6,075
		$	36,080	10,083	—	23		9,099		37,087
53 Weeks ended December 29, 2001
	Allowance for doubtful receivables(c)	$	31,012	4,812	—	1,083	(a)	5,418	(b)	31,489
	Provision for losses relating to leases on closed locations		6,075	1,105	—	—		2,180	(d)	5,000
		$	37,087	5,917	—	1,083		7,598		36,489

(a)

Recoveries on accounts previously charged off.

(b)

Accounts charged off.

(c)

Includes current and non-current receivables.

(d)

Payments of lease obligations.

(e)

Sale of subsidiary.

52

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.

Dated: March 8, 2002	NASH-FINCH COMPANY
	By:	/s/  RON MARSHALL Ron Marshall President, Chief Executive Officer, and Director

        Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on March 8, 2002 by the following persons on behalf of the Registrant and in the capacities indicated.

/s/  RON MARSHALL Ron Marshall, President, Chief Executive Officer (Principal Executive Officer) and Director	/s/  LEANNE M. STEWART LeAnne M. Stewart, Vice President and Corporate Controller (Principal Accounting Officer)
/s/  ROBERT B. DIMOND Robert B. Dimond, Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	/s/  CAROLE F. BITTER Carole F. Bitter, Director
/s/  JAMES L. DONALD James L. Donald, Director	/s/  RICHARD A. FISHER Richard A. Fisher, Director
/s/  JERRY L. FORD Jerry L. Ford, Director	Allister P. Graham, Director
/s/  JOHN H. GRUNEWALD John H. Grunewald, Director	/s/  ROBERT F. NASH Robert F. Nash, Director
/s/  LAURA STEIN Laura Stein, Director	/s/  JOHN E. STOKLEY John E. Stokley, Director
/s/  WILLIAM R. VOSS William R. Voss, Director

53

NASH FINCH COMPANY
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
For Fiscal Year Ended December 29, 2001

Item No.	Item	Method of Filing
2.1	Agreement and Plan of Merger dated as of October 8, 1996 among the Company, NFC Acquisition Corporation, and Super Food Services, Inc.	Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 22, 1996 (File No. 0-785).
3.1	Restated Certificate of Incorporation of the Company	Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1985 (File No. 0-785).
3.2	Amendment to Restated Certificate of Incorporation of the Company, effective May 29, 1986	Incorporated by reference to Exhibit 19.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended October 4, 1986 (File No. 0-785).
3.3	Amendment to Restated Certificate of Incorporation of the Company, effective May 15, 1987	Incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-3 (File No. 33-14871).
3.4	Bylaws of the Company, as amended effective November 21, 1995	Incorporated by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1995 (File No. 0-785).
4.1	Stockholder Rights Agreement, dated February 13, 1996, between the Company and Norwest Bank Minnesota, National Association	Incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K dated February 13, 1996 (File No. 0-785).
4.2	Indenture dated as of April 24, 1998 between the Company, the Guarantors, and U.S. Bank Trust National Association	Incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-4 filed May 22, 1998 (File No. 333-53363).
4.3	Form of Company's 8.5% Senior Subordinated Notes due 2008 Series A	Incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 20, 1998 (File No. 0-785).
4.4	Form of Company's 8.5% Senior Subordinated Notes due 2008 Series B	Incorporated by reference to Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 20, 1998 (File No. 0-785).
4.5	First Supplemental Indenture of Trust dated as of June 10, 1999 between the Company, the Subsidiary Guarantors, Erickson's Diversified Corporation and U.S. Bank Trust National Association	Incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2000 (File No. 0-785).

54

4.6	Second Supplemental Indenture of Trust Dated as of January 31, 200 between the Company, the Subsidiary Guarantors, Hinky Dinky Supermarkets, Inc., and U.S. Bank Trust National Association	Filed herewith.
4.7	Third Supplemental Indenture of Trust dated as August 13, 2001 Between the Company, the Subsidiary Guarantors, U Save Foods, Inc., and U.S. Bank Trust National Association	Filed herewith
10.1	Credit Agreement dated as of December 19, 2000 among the Company, Bankers Trust Company, as administrative agent, and various lenders	Incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2000 (File No. 0-785).
10.2	Nash Finch Profit Sharing Trust Agreement (as restated effective January 1, 1994)	Incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994 (File No. 0-785).
10.3	Nash Finch Profit Sharing Plan—2001 Revision (as restated effective generally January 1, 2001)	Filed herewith.
10.4	Nash Finch Profit Sharing Plan—2001 Revision—First Declaration of Amendment	Filed herewith.
10.5	Nash Finch Executive Incentive Bonus and Deferred Compensation Plan (as amended effective September 30, 2001)	Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended October 6, 2001 (File No. 0-785).
10.6	Excerpts from minutes of the November 11, 1986 meeting of the Board of Directors regarding Nash Finch Pension Plan, as amended, effective January 2, 1966	Incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended January 3, 1987 (File No. 0-785).
10.7	Excerpts from minutes of the November 21, 1995 meeting of the Board of Directors regarding Nash Finch Pension Plan, as amended	Incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1995 (File No. 0-785).
10.8	Excerpts from minutes of the April 9, 1996 meeting of the Board of Directors regarding director compensation	Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1996 (File No. 0-785).
10.9	Excerpts from minutes of the November 19, 1996 meeting of the Board of Directors regarding director compensation	Incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1996 (File No. 0-785).

55

10.10	Excerpts from minutes of the November 17, 1998 meeting of the Board of Directors regarding director compensation	Incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1999 (File No. 0-785).
10.11	Excerpts from minutes of the February 22, 2000 meeting of the Board of Directors regarding director compensation	Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1999 (File No. 0-785).
10.12	Form of letter agreement specifying benefits in the event of termination of employment following a change in control of Nash Finch	Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 1990 (File No. 0-785).
10.13	Nash Finch Income Deferral Plan	Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994 (File No. 0-785).
10.14	Nash Finch 1994 Stock Incentive Plan, as amended	Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 14, 1997 (File No. 0-785).
10.15	Nash Finch 2000 Stock Incentive Plan	Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 17, 2000 (File No. 0-785).
10.16	Nash Finch 1995 Director Stock Option Plan, as amended	Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 17, 2000 (File No. 0-785).
10.17	Nash Finch 1997 Non-Employee Director Stock Compensation Plan	Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 14, 1997 (File No. 0-785).
10.18	Nash Finch 1999 Employee Stock Purchase Plan, as amended	Filed herewith.
10.19	Nash Finch Supplemental Executive Retirement Plan	Incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2000 (File No. 785).
10.20	Non-Statutory Stock Option Agreement dated as of June 1, 1998 Between Nash Finch and Ron Marshall	Filed herewith.
21.1	Subsidiaries of the Company	Filed herewith.
23.1	Consent of Ernst & Young LLP	Filed herewith.
99.1	Risk Factors	Filed herewith.

56

QuickLinks

PART I

ITEM 1. BUSINESS

ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

PART II

ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Item 6. Selected Financial Data
Nash Finch Company and Subsidiaries Consoliated Summary of Operations

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEPENDENT AUDITOR'S REPORT

NASH FINCH COMPANY AND SUBSIDIARIES Consolidated Statements of Income
NASH FINCH COMPANY AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except per share amounts)
NASH FINCH COMPANY AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands)
NASH FINCH COMPANY AND SUBSIDIARIES Consolidated Statements of Stockholders' Equity
NASH FINCH COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Quarterly Financial Information (Unaudited)

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

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

Schedule II

NASH FINCH COMPANY and SUBSIDARIES Valuation and Qualifying Accounts Fiscal Years ended December 29, 2001, December 30, 2000 and January 1, 2000 (In thousands)
SIGNATURES
NASH FINCH COMPANY EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K For Fiscal Year Ended December 29, 2001

EX-4.6

================================================================================

                     SECOND SUPPLEMENTAL INDENTURE OF TRUST
                                      among

                               NASH-FINCH COMPANY,
                                   as Issuer,

                           THE SUBSIDIARY GUARANTORS,
                          named therein as Guarantors,

                         HINKY DINKY SUPERMARKETS, INC.,
                           as an Additional Guarantor,

                                       and

                      U.S. BANK TRUST NATIONAL ASSOCIATION,
                                   as Trustee,

                          Dated as of January 31, 2000

                                  Relating to:

                                  $165,000,000
               8 1/2% Senior Subordinated Notes due 2008, Series A
               8 1/2% Senior Subordinated Notes due 2008, Series B

================================================================================



     THIS SECOND SUPPLEMENTAL INDENTURE OF TRUST is made and entered into as of
January 31, 2000 among Nash-Finch Company, a Delaware corporation (the
"COMPANY"), the Subsidiary Guarantors named herein (the "GUARANTORS"), as
guarantors, Hinky Dinky Supermarkets, Inc., a Nebraska corporation (the
"ADDITIONAL GUARANTOR"), and U.S. Bank Trust National Association, as trustee
(the "TRUSTEE").

                                    RECITALS

     The Company, the Guarantors and the Trustee are parties to the certain
Indenture dated as of April 24, 1998 (the "ORIGINAL INDENTURE").

     The Company, the Guarantors, the Trustee and Erickson's Diversified
Corporation, a Wisconsin corporation ("ERICKSON'S") are parties to that certain
First Supplemental Indenture of Trust dated as of June 10, 1999 (the "FIRST
SUPPLEMENT"), pursuant to which Erickson's became a Guarantor.

     The Company has acquired all of the outstanding capital stock of the
Additional Guarantor.

     Pursuant to Section 10.18 and 12.04 of the Original Indenture, and pursuant
to this Second Supplemental Indenture, the Additional Guarantor has executed
this Second Supplemental Indenture and a Guarantee substantially in the form
entered into by the Guarantors, as set forth in Exhibit A hereto (the
"GUARANTEE").

     The Company, the Guarantors and the Additional Guarantor have duly executed
this Second Supplemental Indenture, and in the case of the Additional Guarantor,
its Guarantee.

     All things necessary have been done to constitute this Second Supplemental
Indenture, when executed by the Company, the Guarantors and the Additional
Guarantor, and the Guarantee when executed by the Additional Guarantor, the
respective valid obligations of each of them.

     NOW THEREFORE, the parties hereto intending to be legally bound hereby and
in consideration of the premises, do hereby agree, for the mutual and
proportionate benefit of all Holders (as defined in the Original Indenture) of
the Notes (as defined in the Original Indenture) as follows:

     Section 1. DEFINITIONS. All terms capitalized but not otherwise defined in
this Second Supplemental Indenture shall have the meanings assigned to such
terms in the Original Indenture.

     Section 2. EFFECT OF THIS SECOND SUPPLEMENTAL INDENTURE.

     (A) Except as expressly supplemented or amended hereby and the First
Supplement, all of the terms and provisions of the Original Indenture shall
remain in full force and effect.



     (B) To the extent of any inconsistency between the terms and provisions of
this Second Supplemental Indenture and the terms and provisions of the Original
Indenture, as amended by the First Supplement, this Second Supplemental
Indenture shall control.

     (C) This Second Supplemental Indenture shall take effect as of January 31,
2000.

     (D) The rules of construction stated in Section 1.03 of the Original
Indenture shall apply to this Second Supplemental Indenture.

     Section 3. GUARANTEE OF ADDITIONAL GUARANTOR. The Additional Guarantor
agrees to make and deliver to the Trustee a Guarantee in the form of Exhibit A
hereto. Effective upon the effective date of such Guarantee, the Additional
Guarantor shall be a Guarantor (as defined in the Original Indenture) for all
purposes, and shall be subject to the provisions (including the representation
and warranties) of the Original Indenture as a Guarantor.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be executed as of the day and year first above written.

COMPANY:                           NASH-FINCH COMPANY

                                   By:  /s/ Norman R. Soland
                                       -----------------------------------------
                                   Title: Sr. VP., Secretary & General Counsel
                                          --------------------------------------

GUARANTORS:                        T.J. MORRIS COMPANY

                                   By:  /s/ Norman R. Soland
                                       -----------------------------------------
                                   Title: Secretary
                                          --------------------------------------

                                   SUPER FOOD SERVICES, INC.

                                   By:  /s/ Norman R. Soland
                                       -----------------------------------------
                                   Title: Secretary
                                          --------------------------------------

                                   GTL TRUCK LINES, INC.

                                   By:  /s/ Norman R. Soland
                                       -----------------------------------------
                                   Title: Secretary
                                          --------------------------------------



                                   PIGGLY WIGGLY NORTHLAND
                                    CORPORATION

                                   By:  /s/ Norman R. Soland
                                       -----------------------------------------
                                   Title: Secretary
                                          --------------------------------------

                                   ERICKSON'S DIVERSIFIED
                                    CORPORATION

                                   By:  /s/ Norman R. Soland
                                       -----------------------------------------
                                   Title: Secretary
                                          --------------------------------------

ADDITIONAL GUARANTOR:              HINKY DINKY SUPERMARKETS, INC.

                                   By:  /s/ Norman R. Soland
                                       -----------------------------------------
                                   Title:  Secretary
                                          --------------------------------------

TRUSTEE:                           U.S. BANK TRUST NATIONAL
                                    ASSOCIATION

                                   By:  /s/ Lori-Anne Rosenberg
                                       -----------------------------------------
                                   Title:  Assistant Vice President
                                          --------------------------------------



                                    EXHIBIT A

                                    GUARANTEE

     For value received, the undersigned hereby fully and unconditionally
guarantees to the Holder of each Note the cash payments in United States dollars
of principal of, premium, if any, and interest on such Note in the amounts and
at the time when due and interest on the overdue principal, premium, if any, and
interest, if any, on such Note, if lawful, and the payment or performance of all
other obligations of the Company under the Indenture or the Notes, to the Holder
of any such Note and the Trustee, all in accordance with and subject to the
terms and limitations of such Note, Article Twelve of the Indenture and this
Guarantee. This Guarantee will become effective as of the date hereof in
accordance with Article Twelve of the Indenture and its terms shall be evidenced
therein. The validity and enforceability of this Guarantee shall not be affected
by the fact that it is not affixed to any particular Note. Capitalized terms
used but not defined herein shall have the meanings ascribed to them in the
Indenture dated as of April 24, 1998, by and among, INTER ALIA, Nash Finch
Company, the undersigned and U.S. Bank Trust National Association, as Trustee,
as amended or supplemented (including as amended and supplemented by that Second
Supplemental Indenture dated as of January 31, 2000) (the "INDENTURE").

     The obligations of the undersigned to the Holders of Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article Twelve of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.

     THIS NOTE GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW. THE GUARANTOR HEREUNDER AGREES TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION
OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THE INDENTURE, THE NOTES OR THIS NOTE GUARANTEE.

     This Guarantee is subject to release upon the terms set forth in the
Indenture.

     IN WITNESS WHEREOF, the undersigned Guarantor has caused this Guarantee to
be duly executed.

Dated:  January 31, 2000

                                          HINKY DINKY SUPERMARKETS, INC.

                                          By:
                                              ----------------------------------
                                          Title:
                                              ----------------------------------

EX-4.7

================================================================================

                      THIRD SUPPLEMENTAL INDENTURE OF TRUST
                                      among

                               NASH-FINCH COMPANY,
                                   as Issuer,

                           THE SUBSIDIARY GUARANTORS,
                          named therein as Guarantors,

                               U SAVE FOODS, INC.,
                           as an Additional Guarantor,

                                       and

                      U.S. BANK TRUST NATIONAL ASSOCIATION,
                                   as Trustee,

                           Dated as of August 13, 2001

                                  Relating to:

                                  $165,000,000
               8 1/2% Senior Subordinated Notes due 2008, Series A
               8 1/2% Senior Subordinated Notes due 2008, Series B

================================================================================



     THIS THIRD SUPPLEMENTAL INDENTURE OF TRUST is made and entered into as of
August 13, 2001 among Nash-Finch Company, a Delaware corporation (the
"COMPANY"), the Subsidiary Guarantors named herein (the "GUARANTORS"), as
guarantors, U Save Foods, Inc., a Nebraska corporation (the "ADDITIONAL
GUARANTOR"), and U.S. Bank Trust National Association, as trustee (the
"TRUSTEE").

                                    RECITALS

     The Company, the Guarantors and the Trustee are parties to the certain
Indenture dated as of April 24, 1998 (the "ORIGINAL INDENTURE").

     The Company, the Guarantors, the Trustee and Erickson's Diversified
Corporation, a Wisconsin corporation ("ERICKSON'S") are parties to that certain
First Supplemental Indenture of Trust dated as of June 10, 1999 (the "FIRST
SUPPLEMENT"), pursuant to which Erickson's became a Guarantor.

     The Company, the Guarantors, the Trustee and Hinky Dinky Supermarkets,
Inc., a Nebraska corporation ("HINKY") are parties to that certain Second
Supplemental Indenture of Trust dated as of January 31, 2000 (the "SECOND
SUPPLEMENT"), pursuant to which Hinky became a Guarantor.

     The Company has acquired all of the outstanding capital stock of the
Additional Guarantor.

     Pursuant to Section 10.18 and 12.04 of the Original Indenture, and pursuant
to this Third Supplemental Indenture, the Additional Guarantor has executed this
Third Supplemental Indenture and a Guarantee substantially in the form entered
into by the Guarantors, as set forth in Exhibit A hereto (the "GUARANTEE").

     The Company, the Guarantors and the Additional Guarantor have duly executed
this Third Supplemental Indenture, and in the case of the Additional Guarantor,
its Guarantee.

     All things necessary have been done to constitute this Third Supplemental
Indenture, when executed by the Company, the Guarantors and the Additional
Guarantor, and the Guarantee when executed by the Additional Guarantor, the
respective valid obligations of each of them.

     NOW THEREFORE, the parties hereto intending to be legally bound hereby and
in consideration of the premises, do hereby agree, for the mutual and
proportionate benefit of all Holders (as defined in the Original Indenture) of
the Notes (as defined in the Original Indenture) as follows:

     Section 1. DEFINITIONS. All terms capitalized but not otherwise defined in
this Third Supplemental Indenture shall have the meanings assigned to such terms
in the Original Indenture.



     Section 2. EFFECT OF THIS THIRD SUPPLEMENTAL INDENTURE.

     (A) Except as expressly supplemented or amended hereby and the First
Supplement and Second Supplement, all of the terms and provisions of the
Original Indenture shall remain in full force and effect.

     (B) To the extent of any inconsistency between the terms and provisions of
this Third Supplemental Indenture and the terms and provisions of the Original
Indenture, as amended by the First Supplement and as amended by the Second
Supplement, this Third Supplemental Indenture shall control.

     (C) This Third Supplemental Indenture shall take effect as of August 13,
2001.

     (D) The rules of construction stated in Section 1.03 of the Original
Indenture shall apply to this Third Supplemental Indenture.

     Section 3. GUARANTEE OF ADDITIONAL GUARANTOR. The Additional Guarantor
agrees to make and deliver to the Trustee a Guarantee in the form of Exhibit A
hereto. Effective upon the effective date of such Guarantee, the Additional
Guarantor shall be a Guarantor (as defined in the Original Indenture) for all
purposes, and shall be subject to the provisions (including the representation
and warranties) of the Original Indenture as a Guarantor.

     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be executed as of the day and year first above written.

COMPANY:                            NASH-FINCH COMPANY

                                    By:  /s/ Robert B. Dimond
                                        ----------------------------------------
                                    Title:  Sr. VP & Chief Financial Officer
                                          --------------------------------------

GUARANTORS:                         T.J. MORRIS COMPANY

                                    By:  /s/ Robert B. Dimond
                                        ----------------------------------------
                                    Title:  Asst. Treasurer
                                          --------------------------------------

                                    SUPER FOOD SERVICES, INC.

                                    By:  /s/ Robert B. Dimond
                                        ----------------------------------------
                                    Title:  Asst. Treasurer
                                          --------------------------------------



                                    GTL TRUCK LINES, INC.

                                    By:  /s/ Robert B. Dimond
                                        ----------------------------------------
                                    Title:  Asst. Treasurer
                                          --------------------------------------

                                    PIGGLY WIGGLY NORTHLAND
                                     CORPORATION

                                    By:  /s/ Robert B. Dimond
                                        ----------------------------------------
                                    Title:  Asst. Treasurer
                                          --------------------------------------

                                    ERICKSON'S DIVERSIFIED
                                     CORPORATION

                                    By:  /s/ Robert B. Dimond
                                        ----------------------------------------
                                    Title:  Vice President
                                          --------------------------------------

                                    HINKY DINKY SUPERMARKETS, INC.

                                    By:  /s/ Robert B. Dimond
                                        ----------------------------------------
                                    Title:  Vice President
                                          --------------------------------------

ADDITIONAL GUARANTOR:               U SAVE FOODS, INC.

                                    By:  /s/ Robert B. Dimond
                                        ----------------------------------------
                                    Title:  Treasurer
                                          --------------------------------------

TRUSTEE:                            U.S. BANK TRUST NATIONAL
                                     ASSOCIATION

                                    By:  /S/ Lori-Anne Rosenberg
                                        ----------------------------------------
                                    Title:  Assistant Vice President
                                          --------------------------------------



                                    EXHIBIT A

                                    GUARANTEE

     For value received, the undersigned hereby fully and unconditionally
guarantees to the Holder of each Note the cash payments in United States dollars
of principal of, premium, if any, and interest on such Note in the amounts and
at the time when due and interest on the overdue principal, premium, if any, and
interest, if any, on such Note, if lawful, and the payment or performance of all
other obligations of the Company under the Indenture or the Notes, to the Holder
of any such Note and the Trustee, all in accordance with and subject to the
terms and limitations of such Note, Article Twelve of the Indenture and this
Guarantee. This Guarantee will become effective as of the date hereof in
accordance with Article Twelve of the Indenture and its terms shall be evidenced
therein. The validity and enforceability of this Guarantee shall not be affected
by the fact that it is not affixed to any particular Note. Capitalized terms
used but not defined herein shall have the meanings ascribed to them in the
Indenture dated as of April 24, 1998, by and among, INTER ALIA, Nash Finch
Company, the undersigned and U.S. Bank Trust National Association, as Trustee,
as amended or supplemented (including as amended and supplemented by that Third
Supplemental Indenture dated as of August 13, 2001) (the "INDENTURE").

     The obligations of the undersigned to the Holders of Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article Twelve of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.

     THIS NOTE GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW. THE GUARANTOR HEREUNDER AGREES TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION
OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THE INDENTURE, THE NOTES OR THIS NOTE GUARANTEE.

     This Guarantee is subject to release upon the terms set forth in the
Indenture.

     IN WITNESS WHEREOF, the undersigned Guarantor has caused this Guarantee to
be duly executed.

Dated:  August 13, 2001

                                                U SAVE FOODS, INC.

                                                By:
                                                    ----------------------------
                                                Title:
                                                      --------------------------

EX-10.3

                               NASH-FINCH COMPANY
                               PROFIT SHARING PLAN
                                  1994 REVISION

                         TENTH DECLARATION OF AMENDMENT

Pursuant to the retained power of amendment contained in Section 11.2 of the
Nash-Finch Company Profit Sharing Plan - 1994 Revision, the undersigned hereby
amends the Plan by way of restatement in the manner set forth in the instrument
entitled "Nash Finch Company Profit Sharing Plan - 2001 Revision" (the "Plan")
attached hereto.

Except as otherwise specifically provided in the Plan, the foregoing amendment
is effective as of the Restatement Date as defined in the Plan.

Dated:  November 1, 2001.

                                                   NASH FINCH COMPANY

Attest: /s/ Norman R. Soland                       By /s/ Ron Marshall
       -----------------------------------           -------------------------
       Secretary                                     President


                               NASH FINCH COMPANY
                               PROFIT SHARING PLAN
                                  2001 REVISION

                                TABLE OF CONTENTS



                                                                                        PAGE
                                                                                  
ARTICLE 1. DESCRIPTION AND PURPOSE........................................................1
 1.1.   Plan Name.........................................................................1
 1.2.   Plan Description..................................................................1
 1.3.   Plan Background...................................................................1

ARTICLE 2.  ELIGIBILITY...................................................................2
 2.1.   Eligibility Requirements..........................................................2
 2.2.   Entry Date........................................................................2
 2.3.   Termination Prior to Entry Date...................................................3
 2.4.   Special Entry Dates...............................................................3
 2.5.   Transfer Among Participating Employers............................................3
 2.6.   Multiple Employment...............................................................4
 2.7.   Ceasing to be a Qualified Employee................................................4
 2.8.   Condition of Participation........................................................4
 2.9.   Termination of Participation......................................................4

ARTICLE 3.  CONTRIBUTIONS.................................................................5
 3.1.   401(k) Contributions..............................................................5
 3.2.   Profit Sharing Contributions......................................................6
 3.3.   Rollovers.........................................................................9
 3.4.   Corrective Contributions.........................................................10

ARTICLE 4.  ACCOUNTS AND VALUATION.......................................................11
 4.1.   Establishment of Accounts........................................................11
 4.2.   Valuation and Account Adjustment.................................................11
 4.3.   Allocations Do Not Create Rights.................................................11

ARTICLE 5.  PARTICIPANT INVESTMENT DIRECTION.............................................12
 5.1.   Establishment of Investment Funds................................................12
 5.2.   Contribution Investment Directions...............................................12
 5.3.   Transfer Among Investment Funds..................................................13
 5.4.   Investment Direction Responsibility Resides With Participants....................13
 5.5.   Beneficiaries and Alternate Payees...............................................13

ARTICLE 6.  WITHDRAWALS DURING EMPLOYMENT................................................15
 6.1.   Hardship Withdrawals from 401(k) Contribution Account............................15
 6.2.   Withdrawals from 401(k) Contribution Account After Attaining Age 59 1/2..........16
 6.3.   Rules for Withdrawals............................................................16
 6.4.   No Other In-Service Withdrawals..................................................17




                                TABLE OF CONTENTS
                                  (continued)



                                                                                        PAGE
                                                                                  
ARTICLE 7.  VESTING......................................................................18
 7.1.   Vesting..........................................................................18

ARTICLE 8.  DISTRIBUTIONS AFTER TERMINATION..............................................19
 8.1.   Form and Time of Distribution....................................................19
 8.2.   Beneficiary Designation..........................................................22
 8.3.   Assignment, Alienation of Benefits...............................................23
 8.4.   Payment in Event of Incapacity...................................................23
 8.5.   Payment Satisfies Claims.........................................................24
 8.6.   Disposition if Distributee Cannot be Located.....................................24
 8.7.   Direct Rollovers and Transfers...................................................24
 8.8.   Suspension of Distributions Following Reemployment...............................25

ARTICLE 9.  CONTRIBUTION LIMITATIONS.....................................................26
 9.1.   401(k) Contribution Dollar Limitation...........................................26
 9.2.   Actual Deferral Percentage Limitations...........................................26
 9.3.   Earnings or Losses on Excess Contributions.......................................29
 9.4.   Annual Additions Limitation......................................................29
 9.5.   Administrator's Discretion.......................................................31

ARTICLE 10.  SERVICE RULES...............................................................32
 10.1.  Computation Period...............................................................32
 10.2.  Year of Service..................................................................32
 10.3.  One-Year Break in Service........................................................32
 10.4.  Loss of Service..................................................................33
 10.5.  Pre-Acquisition Service..........................................................33
 10.6.  Hour of Service..................................................................33

ARTICLE 11.  ADOPTION, AMENDMENT AND TERMINATION.........................................37
 11.1.  Adoption by Affiliated Organizations.............................................37
 11.2.  Authority to Amend and Procedure.................................................37
 11.3.  Authority to Terminate and Procedure.............................................37
 11.4.  Vesting Upon Termination, Partial Termination or Discontinuance of
        Contributions....................................................................38
 11.5.  Distribution Following Termination, Partial Termination or Discontinuance of
        Contributions....................................................................38

ARTICLE 12.  PLAN ADMINISTRATION.........................................................39
 12.1.  Administrator, Named Fiduciary...................................................39
 12.2.  Committee........................................................................39
 12.3.  Duties of Administrator..........................................................40
 12.4.  Delegation.......................................................................40
 12.5.  Reports and Records..............................................................41
 12.6.  Compensation.....................................................................41


                                       ii


                                TABLE OF CONTENTS
                                  (continued)


                                                                                        PAGE
                                                                                  
 12.7.  Professional Assistance..........................................................41
 12.8.  Payment of Administrative Costs..................................................41
 12.9.  Indemnification..................................................................41
 12.10. Claims Procedure.................................................................42
 12.11. Disputes.........................................................................43
 12.12. Correction of Errors.............................................................43
 12.13. Standards for Elections, Directions and Similar Actions..........................43

ARTICLE 13.  MISCELLANEOUS...............................................................44
 13.1.  Merger, Consolidation, Transfer of Assets........................................44
 13.2.  Limited Reversion of Fund........................................................44
 13.3.  Top-Heavy Provisions.............................................................44
 13.4.  Qualified Military Service.......................................................48
 13.5.  Short Plan Years.................................................................49

ARTICLE 14.  CONSTRUCTION, INTERPRETATIONS AND DEFINITIONS...............................50
 14.1.  Construction and Interpretations.................................................50
 14.2   Definitions......................................................................51

 ADDENDUM - SPECIAL EFFECTIVE DATES.....................................................A-1

 EXHIBITS


                                       iii


                               NASH FINCH COMPANY
                               PROFIT SHARING PLAN
                                  2001 REVISION

                           As Restated Effective Generally as of January 1, 2001


                               NASH FINCH COMPANY
                               PROFIT SHARING PLAN
                                  2001 REVISION

                                   ARTICLE 1.
                             DESCRIPTION AND PURPOSE

1.1. PLAN NAME. The name of the Plan is the "Nash Finch Company Profit Sharing
     Plan."

1.2. PLAN DESCRIPTION. The Plan is a profit sharing plan providing for
     401(k) Contributions pursuant to a qualified cash or deferred
     arrangement, and discretionary Profit Sharing Contributions. The Plan
     is intended to qualify under Code section 401(a) and to satisfy the
     requirements of Code section 401(k). Although the Plan is a profit
     sharing plan, a Participating Employer may make contributions to the
     Plan even though it has no current or accumulated earnings or profits.

1.3. PLAN BACKGROUND.

     (a)   Effective as of January 2, 1966, the Company established the
           Plan and created the Trust for the benefit of Qualified
           Employees. Thereafter, the Plan was amended from time to time
           and restated in its entirety by way of the 1976, 1984, 1989
           and 1994 Revisions.

     (b)   The 1994 Revision of the Plan has been amended from time to time.

     (c)   The Plan was amended and restated effective as of the
           Restatement Date for law changes as required by the Uruguay
           Round Agreements Act of 1994, the Uniformed Services
           Employment and Reemployment Act of 1994, the Small Business
           Job Protection Act of 1996, the Taxpayer Relief Act of 1997,
           and the Internal Revenue Restructuring and Reform Act of 1998,
           collectively referred to as the "GUST" amendments, and to make
           certain other miscellaneous changes.

                                        1


                                   ARTICLE 2.
                                  ELIGIBILITY

2.1. ELIGIBILITY REQUIREMENTS.

     (a)   An Employee who was a Participant in the Plan the day before the
           Restatement  Date shall continue as a Participant in the Plan.

     (b)   An Employee who is a Qualified Employee is eligible to participate
           in the Plan

           (i)    for the purpose of making a rollover  contribution  pursuant
                  to Section 3.3 on the day on which he or she first completes
                  an Hour of Active Service;

           (ii)   for the purpose of making 401(k)  Contributions  on the day
                  on which he or she first completes an Hour of Active Service;
                  and

           (iii)  for the purpose of being eligible to share in the allocation
                  of his or her Participating Employer's Profit Sharing
                  Contributions on the first day of the calendar quarter that
                  falls on or next follows the last day of the Computation
                  Period during which he or she completes two Years of Service.

     (c)   If an Employee is not a Qualified Employee on the date on which
           he or she would otherwise be eligible to participate in the Plan for
           the purpose specified in Subsection (b)(i) and Subsection (b)(ii), he
           or she will become eligible to participate in the Plan for that
           purpose as of the first following date on which he or she completes
           an Hour of Active Service as a Qualified Employee. If an Employee is
           not a Qualified Employee on the date on which he or she would
           otherwise be eligible to participate in the Plan for the purpose
           specified in Subsection (b)(iii), he or she will become eligible to
           participate for that purpose as of the first day of the calendar
           quarter that falls on or next follows the date on which he or she
           becomes a Qualified Employee if he or she remains a Qualified
           Employee on the date on which he or she would otherwise be eligible
           to participate.

2.2. ENTRY DATE.

     (a)   An Employee will enter the Plan as an Active Participant for the
           purpose of making rollover contribution pursuant to Section 3.3, on
           the day on which he or she first completes an Hour of Active Service
           as a Qualified Employee.

     (b)   An Employee will enter the Plan as an Active Participant for the
           purpose of making 401(k) Contributions, on the day on which he or she
           first completes an Hour of Active Service as a Qualified Employee.

                                        2


     (c)   An Employee will enter the Plan as an Active Participant for the
           purposes of having Profit Sharing Contributions made on his or her
           behalf on the first day of the calendar quarter that first follows
           the day on which he or she satisfies the applicable eligibility
           requirements specified in Section 2.1, if he or she is a Qualified
           Employee on the day on which he or she would otherwise enter the
           Plan.

2.3. TERMINATION PRIOR TO ENTRY DATE. If an Employee described in Section
     2.1(b)(iii) terminates employment before the day on which he or she would
     otherwise be eligible to enter the Plan for the purpose of having Profit
     Sharing Contributions made on his or her behalf and again becomes an
     Employee after that day, then:

     (a)   if he or she terminated employment before the last day of the
           first Computation Period during which he or she completes one Year of
           Service, he or she will be treated as a new Employee and his or her
           previous service will be disregarded in determining his or her new
           Computation Period;

     (b)   if he or she terminated employment after completing one Year of
           Service but before completing two Years of Service, he or she will be
           treated as a new Employee and his or her previous service will be
           disregarded in determining his or her new Computation Period if his
           or her service is lost pursuant to Section 10.4; or

     (c)   if he or she terminated employment after completing two Years of
           Service but before he or she became eligible to enter the Plan for
           the purpose of having Profit Sharing Contributions made on his or her
           behalf, he or she will be eligible to enter the Plan for the purpose
           specified in Section 2.1(b)(iii) as of the first day of the calendar
           quarter that falls on or next follows the date on which he or she
           completes an Hour of Active Service after reemployment as a Qualified
           Employee.

2.4. SPECIAL ENTRY DATES.  Notwithstanding  Sections 2.1 and 2.2, in conjunction
     with an  acquisition,  the Company's Board may specify a special  entry
     date for one or more purposes for  individuals  who become  Qualified
     Employees on account of the acquisition.

2.5. TRANSFER AMONG PARTICIPATING EMPLOYERS.

     (a)   Notwithstanding Section 2.1(b), an Employee who transfers
           employment from an Affiliated Organization that is not a
           Participating Employer to a Participating Employer and who,
           immediately prior to such transfer, was an active participant in a
           profit sharing plan qualified under Code section 401(a) maintained by
           the Affiliated Organization, is eligible to participate in the Plan
           for all purposes as of the first day of the calendar quarter that
           falls on or next follows the day he or she first completes an Hour of
           Active Service as a Qualified Employee following such transfer.

                                        3


     (b)   A Participant who transfers from one Participating Employer to
           another Participating Employer as a Qualified Employee will
           participate in the Plan for the Plan Year during which the transfer
           occurs on the basis of his or her separate Eligible Earnings for the
           Plan Year from each Participating Employer.

2.6. MULTIPLE  EMPLOYMENT.  A  Participant  who  is  simultaneously  employed
     as  a  Qualified  Employee  with  more  than  one Participating  Employer
     will participate in the Plan as a Qualified  Employee of all of his or her
     Participating  Employers on the basis of his or her separate Eligible
     Earnings from each Participating Employer.

2.7. CEASING TO BE A QUALIFIED EMPLOYEE. No contribution will be made by or
     on behalf of a Participant after the Participant ceases to be a "Qualified
     Employee," except for any contribution due on account of the portion of the
     Plan Year preceding the cessation. Such a Participant will, subject to
     Section 10.4, be eligible to resume active participation in the Plan (a)
     for the purposes specified in Section 2.1(a)(i) and Section 2.1(a)(ii) as
     of the day he or she first completes an Hour of Active Service after
     reemployment as a Qualified Employee and (b) for the purpose specified in
     Section 2.1(a)(iii) as of the first day of the calendar quarter that falls
     on or next follows the day he or she first completes an Hour of Active
     Service after reemployment as a Qualified Employee.

2.8. CONDITION OF PARTICIPATION. Each Qualified Employee, as a condition of
     participation, is bound by all of the terms and conditions of the Plan and
     must furnish to the Administrator such pertinent information and execute
     such instruments as the Administrator may require.

2.9. 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 a Qualified Employee; or

     (b)   all benefits, if any, to which he or she is entitled under the
           Plan have been forfeited or distributed.

                                        4


                                   ARTICLE 3.
                                  CONTRIBUTIONS

3.1. 401(K) CONTRIBUTIONS.

     (a)   Subject to the limitations described in Article 9, for each Plan
           Year an Active Participant may elect to make 401(k) Contributions for
           the Plan Year in accordance with the succeeding provisions of this
           section. 401(k) Contributions will be paid by the Participating
           Employer to the Trustee as soon as administratively practicable after
           the date on which the Active Participant would have received the
           Eligible Earnings but for his or her election pursuant to this
           section.

     (b)   A reference in this section to an election to make 401(k)
           Contributions means that the Participant has elected to have his or
           her Eligible Earnings reduced in consideration of the Participating
           Employer's obligation to make 401(k) Contributions in the same amount
           on the Participant's behalf. Except as provided in Subsections (c)
           and (d), a Participant's 401(k) Contributions will be made in
           accordance with the rules in this subsection.

           (i)    An Active Participant may elect to make 401(k)
                  Contributions in any one percent increment from one percent to
                  a maximum percentage specified in Plan Rules and the elected
                  percentage will automatically apply to the Active
                  Participant's Eligible Earnings as adjusted from time to time.
                  Plan Rules may specify a maximum percentage for Active
                  Participants who are Highly Compensated Employees that is less
                  than the maximum percentage specified for Active Participants
                  who are not Highly Compensated Employees. No 401(k)
                  Contributions will be made on behalf of a Participant with
                  respect to a period during which he or she is not an Active
                  Participant.

           (ii)   An Active Participant's election to commence 401(k)
                  Contributions pursuant to clause (i) will become effective at
                  the time and manner specified in Plan Rules after the
                  Administrator receives a complete and accurate election.

           (iii)  An Active Participant may elect to change the percentage
                  rate of his or her 401(k) Contributions. The election will
                  become effective at the time and manner specified in Plan
                  Rules after the Administrator receives a complete and accurate
                  election of such change.

           (iv)   401(k) Contributions for an Active Participant who makes
                  a hardship withdrawal pursuant to Section 6.1 will be
                  automatically suspended for the 12-month period beginning on
                  the date of the withdrawal distribution. Following the
                  suspension period the Active Participant may again elect to
                  make 401(k) Contributions in accordance with clause (iii).

                                        5


     (c)

           (i)    Prior to January 1, 2002, the same percentage rate of an
                  Active Participant's 401(k) Contributions made on a continuing
                  payroll period basis will automatically apply to any bonus
                  payment to which he or she is otherwise entitled, unless he or
                  she notifies the Administrator that he or she elects to change
                  the percentage rate of his or her 401(k) Contributions with
                  respect to any such bonus payment. The election to change the
                  percentage rate with respect to any such bonus payment will
                  become effective at the time and manner specified in Plan
                  Rules after the Administrator receives a complete and accurate
                  election of such change.

           (ii)   After December 31, 2001, the same percentage rate of an
                  Active Participant's 401(k) Contributions made on a continuing
                  payroll period basis will automatically apply to any bonus
                  payment to which he or she is otherwise entitled.

     (d)   Only Eligible Earnings payable after an Active Participant's
           complete and accurate election has been received and become effective
           will be reduced pursuant to the election. If any election is not
           processed on a timely basis, or if, for any reason, an Active
           Participant's Eligible Earnings are not reduced in accordance with
           the Participant's election, no retroactive adjustments will be made
           to take into account the effect of any such delay or failure. Plan
           Rules, however, may permit an Active Participant to elect to make
           401(k) Contributions from his or her Eligible Earnings payable during
           any remaining portion of the Plan Year during which the delay or
           failure occurred at more than the otherwise applicable maximum
           percentage to adjust for the effect of the delay or failure so long
           as the total reductions for the Plan Year do not exceed the
           applicable maximum percentage or the limitations described in
           Article 9.

3.2. PROFIT SHARING CONTRIBUTIONS.

     (a)   Each Participating Employer may make a Profit Sharing
           Contribution for a Plan Year on behalf of a Participant who has
           satisfied the eligibility conditions specified in Subsection (b) for
           a Plan Year in an amount (if any) determined by the Participating
           Employer's Board, of his or her Eligible Earnings from the
           Participating Employer for the Plan Year.

     (b)   To be eligible to share in the Participating Employer's Profit
           Sharing Contribution, if any, for a particular Plan Year, a
           Participant must have, on or before the last day of the Plan Year,

           (i)    entered the Plan as a Participant for the purpose of being
                  eligible to share in the allocation of Profit Sharing
                  Contributions for the Plan Year pursuant to Article 2,

                                        6


           (ii)   been a Qualified Employee of the Participating Employer
                  during the Plan Year,

           (iii)  completed at least 1000 Hours of Service during the Plan
                  Year or, in the case of either

                  (1)   a Qualified Employee who, during the Plan Year first
                        entered the Plan for the purpose of being eligible to
                        share in the allocation of Profit Sharing Contributions,
                        or

                  (2)   a former  Participant  who  terminated  his or her
                        employment  and was  rehired as a  Qualified Employee
                        during such Plan Year,

           either completed at least 1000 Hours of Service during such Plan Year
           or, during the period beginning on the date on which he or she
           entered or reentered the Plan as a Participant during such Plan Year
           and ending on the last day of the Plan Year, completed at least the
           number of Hours of Service equal to the product of 1000 multiplied by
           a fraction, the numerator of which is the number of full months from
           such entry or reentry date to the last day of the Plan Year and the
           denominator of which is 12, and

           (iv)   been either actively employed by an Affiliated
                  Organization on the last day of the Plan Year or absent from
                  active employment in connection with

                  (1)   a leave authorized by an Affiliated Organization for any
                        cause for the authorized period or, in the absence of
                        an authorized period, for 90 days, plus any extensions
                        granted by the Affiliated Organization,

                  (2)   any circumstance (whether or not he or she has
                        terminated employment) so long as the Participant
                        continues to receive his or her regular compensation
                        from an Affiliated Organization for the period extending
                        to or beyond the last day of the Plan Year,

                  (3)   service in the armed forces of the United States or
                        other  government  service in time of war or national
                        emergency, or

                  (4)   illness or disability.

           Notwithstanding the foregoing provisions of this Subsection (b), a
           Participant will not be eligible to share in his or her Participating
           Employer's Profit Sharing Contributions if the Participant either (i)
           is covered by a collective bargaining agreement between the
           Participant's bargaining representative and a Participating Employer
           unless the collective bargaining agreement expressly provides that
           the Profit Sharing Contribution provisions of the Plan are applicable
           to Participants covered by the collective bargaining agreement or
           (ii) was a participant in the

                                        7


           Retirement Plan for Employees of Super Food Services, Inc. on
           December 31, 1997, who attained age 55 on or before December 31, 1997
           and was an employee of a Participating Employer on December 31, 1997.

     (c)   Subject to the limitations of Article 9, a Participating
           Employer's Profit Sharing Contribution for a Plan Year, if any, will
           be allocated among the Profit Sharing Contribution Accounts of
           Participants. Each such Participant's allocated share of the
           contribution will bear the same ratio to the Participating Employer's
           total Profit Sharing Contribution for a Plan Year as the
           Participant's Eligible Earnings from the Participating Employer for
           the Plan Year bears to the aggregate Eligible Earnings from the
           Participating Employer for the Plan Year of all Participants who are
           eligible to share in the Participating Employer's Profit Sharing
           Contribution for the Plan Year.

     (d)   A Participating Employer's Profit Sharing Contribution for a Plan
           Year, if any, will be paid to the Trustee on such date or dates
           during or following such Plan Year as the Participating Employer may
           elect but in no case more than 12 months after the end of the Plan
           Year.

     (e)   Any Profit Sharing Contribution made prior to completion of the
           allocation of such contribution among Participants eligible to share
           in the contribution will be carried in a suspense account until the
           allocation is made, but the allocation, when made, will be made as of
           the last day of the Plan Year for which the contribution is made. The
           Trustee will invest the suspense account in accordance with the
           directions of the Administrator, and any earnings or losses will be
           allocated in the same manner as the contribution.

     (f)   In addition to the Profit Sharing Contribution allocation to
           which a Participant may be entitled pursuant to the foregoing
           subsections of this Section 3.2, for each Plan Year beginning after
           1997 and ending before 2003, the Participating Employer of an
           "eligible Participant," as defined in clause (iii) of this Subsection
           (f), who satisfies the eligibility requirements set forth in
           Subsection (b) for the Plan Year will make a contribution on behalf
           of the eligible Participant, which will be allocated to the eligible
           Participant's Profit Sharing Account, in an amount determined under
           clause (i) or clause (ii) of this Subsection (f), whichever is
           applicable.

           (i)    If, on or before December 31, 1997, the eligible
                  Participant had attained age 40 but had not yet attained age
                  50, subject to the limitations of Article 9 and the Company's
                  retained authority to amend and terminate the Plan, the amount
                  of the additional contribution made on the eligible
                  Participant's behalf for a Plan Year pursuant to this
                  Subsection (f) will be equal to the percentage of the eligible
                  Participant's Eligible Earnings for the Plan Year specified in
                  the following table.

                                        8




                                                          AMOUNT OF CONTRIBUTION AS A
                      PLAN YEAR                         PERCENTAGE OF ELIGIBLE EARNINGS
                      ---------                         -------------------------------
                                                                   
                        1998                                          3%
                        1999                                          3%
                        2000                                          2%
                        2001                                          1%
                        2002                                          1%


           (ii)   If, on or before December 31, 1997, the eligible
                  Participant had attained age 50 but had not yet attained age
                  55, subject to the limitations of Article 9 and the Company's
                  retained authority to amend and terminate the Plan, the amount
                  of the additional contribution made on the eligible
                  Participant's behalf for a Plan Year pursuant to this
                  Subsection (f) will be equal to the percentage of the eligible
                  Participant's Eligible Earnings for the Plan Year specified in
                  the following table.



                                                          AMOUNT OF CONTRIBUTION AS A
                      PLAN YEAR                         PERCENTAGE OF ELIGIBLE EARNINGS
                      ---------                         -------------------------------
                                                                   
                        1998                                          5%
                        1999                                          4%
                        2000                                          3%
                        2001                                          2%
                        2002                                          1%


           (iii)  An "eligible Participant" is a Participant who

                  (1)   was a participant in the Retirement Plan for Employees
                        of Super Food Services,  Inc. on December 31, 1997, and

                  (2)   had attained age 40 but had not attained age 55 on or
                        before December 31, 1997, and

                  (3)   was an employee of a Participating Employer on
                        January 1, 1998.

3.3. ROLLOVERS.

     (a)   With the prior consent of the Administrator, an Active
           Participant may contribute to the Trust, in a direct rollover
           pursuant to Code section 401(a)(31) or within 60 days of receipt:

           (i)    an amount paid or distributed out of an individual
                  retirement account to which the only contributions have been
                  one or more Eligible Rollover Distributions; or

           (ii)   an Eligible Rollover Distribution from such a qualified
                  plan.

                                        9


     (b)   Any contribution to the Trust pursuant to this section must be
           made in cash and will be added to the Participant's Rollover Account.

3.4. CORRECTIVE CONTRIBUTIONS.

     (a)   For any Plan Year, a Participating Employer may, but is not
           required to, contribute to the Profit Sharing Contribution Accounts
           of Active Participants who are not Highly Compensated Employees, or
           any group of such Participants identified by the Administrator, such
           amounts as the Participating Employer deems advisable to assist the
           Plan in satisfying the requirements of Section 9.2 or any other
           requirement under the Code or Treasury Regulations, for the Plan
           Year.

     (b)   Contributions pursuant to this section will be allocated among
           the Profit Sharing Contribution Accounts of the Participants eligible
           to share in the allocation in proportion to their respective Eligible
           Earnings from the Participating Employer for the Plan Year, in
           proportion to the Participant's 401(k) Contributions for the Plan
           Year or in equal shares, as the Participating Employer directs at the
           time such contribution is made.

     (c)   Contributions pursuant to this section which are used to satisfy
           the requirements of Section 9.2 will be added to a separate
           subaccount with respect to which gains, losses, withdrawals and other
           credits or charges are separately allocated on a reasonable and
           consistent basis pursuant to Section 4.2.

                                       10


                                   ARTICLE 4.
                             ACCOUNTS AND VALUATION

4.1. ESTABLISHMENT OF ACCOUNTS.

     (a)   For each Participant, the following Accounts will be established
           and maintained:

           (i)    A 401(k) Contribution Account to which there will be added
                  any 401(k) Contributions made on the Participant's behalf;

           (ii)   A Profit Sharing Contribution Account, to which there
                  will be added any Profit Sharing Contributions made on the
                  Participant's behalf; and

           (iii)  A Rollover Account, to which there will be added any
                  rollover contribution made by the Participant pursuant to
                  Section 3.3.

     (b)   One or more additional accounts or subaccounts may be established
           and maintained for any Participant or group of similarly situated
           Participants in connection with the merger of another plan into the
           Plan, in which case provisions of the Plan applicable solely to such
           accounts will be set forth on an exhibit to the Plan in accordance
           with Section 14.1(f).

4.2. VALUATION AND ACCOUNT ADJUSTMENT. As such intervals as specified in
     Plan Rules, but at least annually, each Participant's Accounts within each
     investment fund established pursuant to Section 5.1 will be adjusted, in a
     manner determined by the Administrator to be uniform and equitable with
     respect to the Accounts being adjusted at the time in question, for income,
     expense, gains and losses of the investment fund, as well as contributions,
     withdrawals, loans, loan repayments, loan offsets, distributions and other
     activity, since the last prior adjustment.

4.3. ALLOCATIONS DO NOT CREATE RIGHTS. The fact that allocations are made
     and credited to the Accounts of a Participant does not vest in the
     Participant any right, title or interest in or to any portion of the Fund
     except at the time or times and upon the terms and conditions expressly set
     forth in the Plan. Notwithstanding any allocation or addition to the
     Account of any Participant, the issuance of any statement to the
     Participant or a Beneficiary of a deceased Participant or the distribution
     of all or a portion of any Account balance, the Administrator may direct
     the Account to be adjusted to the extent necessary to correct any error in
     the Account, whether caused by misapplication of any provision of the Plan
     or otherwise, and may recover from the Participant or Beneficiary the
     amount of any excess distribution.

                                       11


                                   ARTICLE 5.
                        PARTICIPANT INVESTMENT DIRECTION

5.1. ESTABLISHMENT OF INVESTMENT FUNDS.

     (a)   In order to allow each Participant to determine the manner in
           which his or her Accounts will be invested, the Trustee will
           maintain, within the Trust, three or more separate investment funds
           of such nature and possessing such characteristics as the
           Administrator may specify from time to time. Each Participant's
           Accounts will be invested in the investment funds in the proportions
           directed by the Participant in accordance with the procedures set
           forth in Sections 5.2 and 5.3. The Administrator may, from time to
           time, direct the Trustee to establish additional investment funds or
           to terminate any existing investment fund.

     (b)   Notwithstanding any other provision of the Plan to the contrary,
           the Administrator may direct the Trustee to suspend Participant
           investment activity (including such activity in connection with
           withdrawals, loans and distributions) in any or all investment funds,
           or impose special rules or restrictions of uniform application, for a
           period determined by the Administrator to be necessary in connection
           with:

           (i)    the establishment or termination of any investment fund;

           (ii)   the receipt by the Trustee from, or transfer by the
                  Trustee to, another trust of account balances in connection
                  with an acquisition or divestiture or otherwise;

           (iii)  a change of Trustee, investment manager or recordkeeper;
                  or

           (iv)   such other circumstances determined by the Administrator
                  as making such suspension or special rules or restrictions
                  necessary or appropriate.

5.2. CONTRIBUTION INVESTMENT DIRECTIONS.

     (a)   In conjunction with his or her enrollment in the Plan, a
           Participant must direct the manner in which contributions to his or
           her Accounts will be invested among the investment funds maintained
           pursuant to Section 5.1. Investment directions must be made in five
           percent increments and may be made separately with respect to the
           Participant's 401(k) Contribution Account and with respect to the
           aggregate of his or her Profit Sharing Contribution Account and
           Rollover Account. Such a direction must be made in accordance with
           and is subject to Plan Rules. To the extent a Participant fails to
           direct Account investments, the Accounts will be invested in the
           manner specified in Plan Rules.

     (b)   A Participant may direct a change in the manner in which future
           contributions credited to his or her Accounts will be invested among
           the investment funds maintained pursuant to Section 5.1. Investment
           directions must be made in five

                                       12


           percent increments and may be made separately with respect to the
           Participant's 401(k) Contribution Account and with respect to the
           aggregate of his or her Profit Sharing Contribution Account and
           Rollover Account. Such a direction must be made in accordance with
           and is subject to Plan Rules and will become effective at the time
           and manner specified in Plan Rules and in accordance with rules and
           procedures of the investment fund after the Trustee receives a
           complete and accurate direction.

     (c)   Plan Rules will include procedures pursuant to which Participants
           are provided with the opportunity to obtain written confirmation of
           investment directions made pursuant to this section.

5.3. TRANSFER AMONG INVESTMENT FUNDS.

     (a)   A Participant may direct the transfer of his or her Accounts
           among the investment funds maintained pursuant to Section 5.1.
           Investment directions must be made in five percent increments and may
           be made separately with respect to the Participant's 401(k)
           Contribution Account and with respect to the aggregate of his or her
           Profit Sharing Contribution Account and Rollover Account. Such a
           direction must be made in accordance with and is subject to Plan
           Rules and will become effective at the time and manner specified in
           Plan Rules and in accordance with rules and procedures of the
           investment fund after the Trustee receives a complete and accurate
           direction.

     (b)   Plan Rules will include procedures pursuant to which Participants
           are provided with the opportunity to obtain written confirmation of
           investment directions made pursuant to this section.

     (c)   Plan Rules may limit and restrict transfers into and out of
           specific investment funds.

5.4. INVESTMENT DIRECTION RESPONSIBILITY RESIDES WITH PARTICIPANTS. The
     Plan is intended to constitute a plan described in ERISA section 404(c).
     Accordingly, neither the Committee, the Administrator, the Trustee nor the
     Participating Employers have any authority, discretion, responsibility or
     liability with respect to a Participant's selection of the investment funds
     in which his or her Accounts will be invested, the entire authority,
     discretion and responsibility for, and any results attributable to, the
     selection being that of the Participant.

5.5. BENEFICIARIES AND ALTERNATE PAYEES. Solely for purposes of this
     article, the term "Participant" includes the Beneficiary of a deceased
     Participant and an alternate payee under a qualified domestic relations
     order within the meaning of Code section 414(p) unless otherwise provided
     in such order, but only after:

                                       13


     (a)   the Administrator has determined the identity of the Beneficiary
           and the amount of the Account balance to which he or she is entitled
           in the case of a Beneficiary of a deceased Participant; or

     (b)   the Administrator has, in accordance with Plan Rules, made a
           final determination that the order is a qualified domestic relations
           order and all rights to contest such determination in a court of
           competent jurisdiction within the time prescribed by Plan Rules have
           expired or been exhausted in the case of an alternate payee.

                                       14


                                   ARTICLE 6.
                          WITHDRAWALS DURING EMPLOYMENT

6.1. HARDSHIP WITHDRAWALS FROM 401(K) CONTRIBUTION ACCOUNT.

     (a)   Subject to the provisions of Section 6.3, a Participant who is an
           Employee may make a hardship withdrawal from his or her 401(k)
           Contribution Account in accordance with this section. A hardship
           withdrawal will be permitted only if the Administrator determines
           that the withdrawal is made on account of an immediate and heavy
           financial need of the Participant and is necessary to satisfy such
           financial need.

     (b)   The existence of an immediate and heavy financial need will be
           made by the Administrator on the basis of all relevant facts and
           circumstances. A withdrawal will be deemed to be made on account of
           an immediate and heavy financial need only if it is determined by the
           Administrator to be on account of:

           (i)    expenses for medical care, described in Code section
                  213(d), incurred or to be incurred by the Participant, the
                  Participant's spouse or the Participant's dependent (as
                  defined in Code section 152);

           (ii)   costs directly related to the purchase (excluding
                  mortgage payments) of a principal residence of the
                  Participant;

           (iii)  payment of tuition, related educational fees and room
                  and board expenses for the next 12 months of post-secondary
                  education for the Participant or his or her spouse, child or
                  other dependent (as defined in Code section 152);

           (iv)   payments necessary to prevent the eviction of the
                  Participant from his or her principal residence or foreclosure
                  on the mortgage on the Participant's principal residence; or

           (v)    any other deemed hardship recognized under Code section
                  401(k).

     (c)   A withdrawal will be deemed to be necessary to satisfy the
           immediate and heavy financial need of the Participant only if the
           Administrator determines that each of the requirements in this
           subsection is satisfied.

           (i)    The withdrawal is not more than the sum of the amount of
                  the immediate and heavy financial need of the Participant plus
                  an amount to pay any federal, state or local taxes or
                  penalties that the Participant will incur in connection with
                  the withdrawal or to satisfy withholding obligations in
                  connection with that withdrawal, in either case as determined
                  by the Administrator in accordance with Plan Rules.

                                       15


           (ii)   The Participant has received all withdrawals and has
                  taken all nontaxable loans available under the Plan and all
                  other qualified plans maintained by any Affiliated
                  Organization.

           (iii)  All 401(k) Contributions and all elective deferrals and
                  after-tax employee contributions by or on behalf of the
                  Participant under any other qualified or nonqualified plan of
                  deferred compensation maintained by any Affiliated
                  Organization are suspended for a period of 12 months following
                  the date of the withdrawal.

           (iv)   For the Participant's taxable year following the taxable
                  year during which he or she received the withdrawal, the
                  amount of elective deferrals under all qualified plans
                  maintained by any Affiliated Organization (including 401(k)
                  Contributions pursuant to the Plan) that may be made on the
                  Participant's behalf under Code section 402(g) is reduced by
                  the amount of such elective deferrals made on the
                  Participant's behalf for the taxable year during which he or
                  she received the withdrawal.

     (d)   The Administrator's determination of the existence of a
           Participant's financial hardship and the amount that may be withdrawn
           to satisfy the need created by such hardship will be made in
           accordance with Treasury Regulations, and is final and binding on the
           Participant. The Administrator may require the Participant to make
           representations and certifications concerning his or her entitlement
           to a withdrawal pursuant to this section and is entitled to rely on
           such representations and certifications unless the Administrator has
           actual knowledge to the contrary. The Administrator is not obligated
           to supervise or otherwise verify that amounts withdrawn are applied
           in the manner specified in the Participant's withdrawal application.

     (e)   The amount of any withdrawal pursuant to this section may not
           exceed the balance of the Participant's 401(k) Contribution Account
           under the Plan as of December 31, 1988, increased by the amount of
           401(k) Contributions made by the Participant and reduced by the
           amount of 401(k) Contributions distributed to the Participant.

6.2. WITHDRAWALS FROM 401(k) CONTRIBUTION ACCOUNT AFTER ATTAINING AGE
     59 1/2. Subject to the provisions of Section 6.3, a Participant who is an
     Employee and has attained age 59 1/2may withdraw all or any part of the
     balance of his or her 401(k) Contribution Account.

6.3. RULES FOR WITHDRAWALS.

     (a)   Applications for withdrawals must be made in accordance with and
           are subject to Plan Rules.

     (b)   A withdrawal will be made as soon as administratively practicable
           after the Administrator's determination that the Participant is
           entitled to receive the

                                       16


           withdrawal based on the balance of the Participant's 401(k)
           Contribution Account as of the close of business on the day before
           the day on which the withdrawal is made.

     (c)   The Participant's withdrawal application may specify the
           investment fund or funds from which the withdrawal is to be made and
           the relative amounts to be withdrawn from such funds, and the Trustee
           will make the withdrawal in accordance with such specifications. If
           the withdrawal application does not otherwise specify, the withdrawal
           will be made on a pro rata basis from the investment fund or funds in
           which the 401(k) Contribution Account is invested.

     (d)   All withdrawals will be made in the form of a single sum payment
           made by a check drawn on the Trust.

     (e)   The provisions of Section 8.7(a) apply to any withdrawal that
           constitutes an Eligible Rollover Distribution.

6.4. NO OTHER IN-SERVICE WITHDRAWALS. Except as otherwise expressly
     provided in the Plan, a Participant may not make withdrawals from his or
     her Profit Sharing Contribution Account or Rollover Account prior to his or
     her Termination of Employment.

                                       17


                                   ARTICLE 7.
                                    VESTING

7.1. VESTING. Each Participant always has a fully vested nonforfeitable
     interest in his or her Accounts.

                                       18


                                   ARTICLE 8.
                         DISTRIBUTIONS AFTER TERMINATION

8.1. FORM AND TIME OF DISTRIBUTION.

     (a)   Following a Participant's Termination of Employment, the Trustee
           will distribute to the Participant or, if the Participant has died,
           to his or her Beneficiary, the value of the Participant's balance of
           his or her Accounts. Subject to the remaining subsections of this
           section and Sections 8.7 and 8.8, distributions will be made in
           accordance with the following provisions.

           (i)    If the aggregate balance of the Participant's Accounts is
                  not more than $5000, distribution to the Participant, or to
                  the Participant's Beneficiary in the case of the Participant's
                  death, will be made, in the form of a lump sum payment, as
                  soon as administratively practicable following the
                  Participant's Termination of Employment.

           (ii)   Except as provided in clause (i), distribution to the
                  Participant will be made or commence, in the form of a lump
                  sum payment or installment cash payments, according to the
                  Participant's election, as soon as administratively
                  practicable after the Administrator receives the Participant's
                  properly completed distribution request. If the Participant
                  terminates employment before attaining age 62, distribution to
                  the Participant must be made or commence not later than the
                  date on which the Participant attains age 65. If the
                  Participant had attained age 62 when he or she terminated
                  employment, distribution to the Participant must be made or
                  commence not later than the sixtieth day after the Plan Year
                  during which the Participant terminates employment or attains
                  age 65, whichever is later, unless the Participant elects to
                  defer the distribution pursuant to Subsection (b).

           (iii)  Except as provided in clause (i), distribution to the
                  Participant's Beneficiary following the Participant's death
                  will be made in the form and at the time elected by the
                  Beneficiary in accordance with Subsection (d).

           (iv)   All distributions will be made in the form of a check
                  drawn on the Trust.

           (v)    If a contribution is allocated to a Participant's Account
                  following the Participant's Termination of Employment and
                  after his or her Account balance has been distributed, as soon
                  as administratively practicable after the allocation is made,
                  the balance of the Account will be distributed to the
                  Participant, or to the Participant's Beneficiary in the case
                  of the Participant's death, in the same form of payment as the
                  original distribution subject to the lump sum payment
                  provisions in Subsection (a)(i).

                                       19


     (b)   Subject to the provisions of the other subsections of this
           section, a Participant described in Subsection (a)(ii) who has
           attained age 62 when he or she terminates employment may elect to
           defer commencement of his or her distribution under the Plan by
           providing the Administrator with a written, signed statement
           indicating in which of the available forms the benefit will be paid
           and specifying the date on which the payment is to be made or
           commence; provided that the specified date may not be later than
           April 1 of the calendar year following the calendar year during which
           the Participant attains age 70 1/2. The statement must be provided to
           the Administrator not later than the thirtieth day (or such later
           date as Plan Rules may allow) after the Plan Year during which the
           Participant terminates employment or attains age 65, whichever is
           later. Plan Rules may permit a Participant to modify the election in
           any manner determined by the Administrator to be consistent with Code
           section 401(a)(14) and the other provisions of this section.

     (c)   If a Participant described in Subsection (a)(ii) elects to
           receive his or her distribution in the form of quarterly, semi-annual
           or annual installment payments, the payments will be made for a
           period not longer than either the Participant's life expectancy or
           the life expectancy of the Participant and his or her Beneficiary, as
           elected by the Participant in accordance with and subject to Plan
           Rules. Life expectancies will be determined using the expected return
           multiples set forth in Treasury Regulation section 1.72-9. Prior to
           the Participant's "required beginning date," within the meaning of
           Code section 401(a)(9), the Participant may elect, in accordance with
           and subject to Plan Rules, whether the life expectancies for the
           Participant and his or her spouse are to be recalculated on an annual
           basis for purposes of determining the amount of each installment
           payment. Any such election will become irrevocable as of the required
           beginning date. If no such election is made, the life expectancies of
           the Participant and his or her spouse will not be recalculated.
           Subject to the foregoing, (1) installment payments will be
           substantially equal in amount and (2) not more than once each Plan
           Year, the Participant may elect, in accordance with and subject to
           Plan Rules, to either increase the amount of installment payments
           made after the effective date of the election or to receive a lump
           sum payment of all or a portion of the balance of his or her
           Accounts. Except as otherwise provided in Plan Rules, distributions
           pursuant to this subsection will be made from the Participant's
           Accounts and the investment fund or funds in which the Accounts are
           then invested on a pro rata basis.

     (d)   Subject to Subsection (a)(i), if a Participant dies before
           receiving the full amount to which he or she is entitled, the amount
           remaining will be distributed to the Participant's Beneficiary at
           such time or times and in such manner as the Beneficiary elects on a
           form provided by the Administrator, subject, however, to the
           following rules:

                                       20


           (i)    If the Participant dies after the April 1 of the calendar
                  year following the calendar year during which he or she has
                  both attained age 70 1/2 and terminated employment,
                  distribution will be made to the Beneficiary at a rate that
                  would result in the benefit being distributed at least as
                  rapidly as if distribution were made at the same rate as was
                  in effect immediately prior to the Participant's death.

           (ii)   If the Participant dies before April 1 of the calendar
                  year following the calendar year during which he or she has
                  both attained age 70 1/2 and terminated employment,
                  distribution will, at the Beneficiary's election, be made
                  either -

                  (1)   in a lump sum payment no later than  December 31 of the
                        calendar  year which  contains the fifth anniversary of
                         the date of the Participant's death, or

                  (2)   in installment payments commencing no later than
                        December 31 of the calendar year immediately following
                        the calendar year in which the Participant died (unless
                        the Beneficiary is the Participant's spouse, in which
                        case payments must begin no later than such date
                        specified above or December 31 of the calendar year in
                        which the Participant would have attained age 70 1/2
                        if he or she had lived).

                  If a Beneficiary elects to receive his or her distribution in
                  the form of installment payments, the payments will be
                  substantially equal in amount and will be made on a quarterly,
                  semi-annual or annual basis, for a period not longer than the
                  Beneficiary's life expectancy, as elected by the Beneficiary
                  in accordance with and subject to Plan Rules (determined on
                  the basis of the Beneficiary's age as of the date on which the
                  payments are required to commence and, if the Beneficiary is
                  the Participant's surviving spouse, determined on an annual
                  basis).

           (iii)  For purposes of applying clauses (i) and (ii), if the
                  Participant is a "5-percent owner" within the meaning of Code
                  section 416, then he or she will be deemed to have terminated
                  employment upon attaining age 70 1/2.

           (iv)   If the Participant's spouse is the Beneficiary and dies
                  after the Participant's death but before distributions to the
                  spouse have commenced, the foregoing rules will be applied as
                  if the surviving spouse were the Participant, including the
                  substitution of the surviving spouse's date of death for the
                  Participant's date of death; provided, that the alternative
                  commencement date in clause (ii)(2) (relating to the date on
                  which the Participant would have attained age 70 1/2 had he or
                  she lived) will not be available.

                                       21


     (e)   Notwithstanding Subsection (a), distribution to any Participant
           who is a "5-percent owner," within the meaning of the Code section
           416, must begin not later than April 1 of the calendar year following
           the calendar year during which the Participant attains age 70 1/2.
           After the initial distribution pursuant to this subsection and prior
           to the Participant's Termination of Employment, the Participant's
           minimum required distributions, if any, will be distributed to the
           Participant not later than the last day of each Plan Year.

     (f)   Notwithstanding any other provision of the Plan to the contrary,
           distributions will be made in accordance with regulations issued
           under Code section 401(a)(9), including Treasury Regulation section
           1.401(a)(9)-2, and any provisions of the Plan reflecting Code section
           401(a)(9) take precedence over any distribution options in the Plan
           that are inconsistent with Code section 401(a)(9).

     (g)   With respect to distributions under the Plan made in calendar
           years beginning on or after January 1, 2002, the Plan will apply the
           minimum distribution requirements of Code section 401(a)(9) in
           accordance with the regulations under Code section 401(a)(9) that
           were proposed in January 2001, notwithstanding any provision of the
           Plan to the contrary.

8.2. BENEFICIARY DESIGNATION.

     (a)   Each Participant may designate, on a form provided by the
           Administrator, one or more primary Beneficiaries or alternative
           Beneficiaries for all or a specified fractional part of his or her
           aggregate Accounts and 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. Subject to Subsection (d), no such
           change or revocation requires the consent of any person.

     (b)   If a Participant

           (i)    fails to designate a Beneficiary, or

           (ii)   revokes a Beneficiary designation without naming another
                  Beneficiary, or

           (iii)  designates one or more Beneficiaries none of whom
                  survives the Participant,

           for all or any portion of the Accounts, such Accounts or portion are
           payable to the first class of the following classes of automatic
           Beneficiaries that includes a member surviving the Participant:

                  Participant's spouse;
                  Participant's issue, per stirpes and not per capita;
                  Participant's parents;

                                       22


                  Participant's brothers and sisters;
                  Representative of Participant's estate.

     (c)   When used in this section and, unless the designation otherwise
           specifies, when used in a Beneficiary designation, the term "per
           stirpes" means in equal shares among living children and the issue
           (taken collectively) of each deceased child, with such issue taking
           by right of representation; "children" means issue of the first
           generation; and "issue" means all persons who are descended from the
           person referred to, either by legitimate birth or legal adoption. 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 all payments
           due such Beneficiary, any remaining payments are payable 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 person or persons standing in such
           relationship to the Participant at the Participant's death.

     (d)   Notwithstanding Subsection (a), no designation of a Beneficiary
           other than the Participant's spouse is effective unless such spouse
           consents to the designation. Any such 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. ASSIGNMENT, ALIENATION OF BENEFITS.

     (a)   Except as required under a qualified domestic relations order or
           by the terms of any loan from the Trust or to comply with a federal
           tax levy pursuant to Code section 6331, and except as otherwise
           provided in Code section 401(a)(13)(C), (i) no benefit under the Plan
           may in any manner be anticipated, alienated, sold, transferred,
           assigned, pledged, encumbered or charged, and any attempt to do so is
           void and (ii) no benefit under the Plan is in any manner liable for
           or subject to the debts, contracts, liabilities, engagements or torts
           of the person entitled to such benefit.

     (b)   To the extent provided in a qualified domestic relations order,
           distribution of benefits assigned to an alternate payee by such order
           may be distributed to the alternate payee in the form of a lump sum
           payment prior to the Participant's earliest retirement age. The terms
           "qualified domestic relations order," "alternate payee" and "earliest
           retirement age" have the meanings given in Code section 414(p).

8.4. PAYMENT IN EVENT OF INCAPACITY. If any person entitled to receive any
     payment under the Plan is physically, mentally or legally incapable of
     receiving or acknowledging receipt of the payment, and no legal
     representative has been appointed for such person, the Administrator in its
     discretion may (but is not required to) cause any sum otherwise payable to
     such person to be paid to any one or more of the following as may be chosen

                                       23


     by the Administrator: the Beneficiaries, if any, designated by such person;
     the institution maintaining such person; a custodian for such person under
     the Uniform Transfers to Minors Act of any state; or such person's spouse,
     children, parents or other relatives by blood or marriage. Any such payment
     completely discharges all liability under the Plan to the person with
     respect to whom the payment is made to the extent of the payment.

8.5. PAYMENT SATISFIES CLAIMS. Any payment to or for the benefit of any
     Participant, or Beneficiary in accordance with the provisions of the Plan,
     to the extent of such payment, fully satisfies of all claims against the
     Trustee, the Administrator and the Participating Employers, any of whom may
     require the payee to execute a receipted release as a condition precedent
     to such payment.

8.6. DISPOSITION IF DISTRIBUTEE CANNOT BE LOCATED. If the Administrator is
     unable to locate a Participant or Beneficiary to whom a distribution is
     due, the amount that would otherwise be distributed to the Participant or
     Beneficiary will be forfeited, and the forfeited amount will be applied to
     restore the Accounts of Participants as described in this Section 8.6. At
     the direction of the Administrator any remaining forfeitures may be used to
     pay Plan expenses of administering the Plan, and any remaining forfeitures
     after that will be applied toward the amount of future contributions by the
     Participating Employers for the Plan Year in which the forfeiture occurs.
     The forfeited amount will be restored to the Accounts from which the amount
     was forfeited, unadjusted for interest or any change in value occurring
     after the forfeiture, upon the Participant's or Beneficiary's claim for the
     benefit. The restoration will be made through funds available pursuant to
     this Section 8.6. To the extent such funds are insufficient for such
     purpose, the Participating Employer with whom the Participant was last
     employed will contribute the amount required to restore the Accounts.

8.7. DIRECT ROLLOVERS AND TRANSFERS.

     (a)   To the extent a distribution is an Eligible Rollover
           Distribution, the Administrator will, if so instructed by the
           distributee in accordance with Plan Rules, direct the Trustee to make
           the distribution to an "eligible retirement plan," within the meaning
           of Code section 402(c)(8). Unless otherwise provided in Plan Rules,
           the foregoing provision will not apply (i) if the aggregate taxable
           distributions to be made to the distributee during the calendar year
           are less than $200, (ii) if less than the entire taxable amount of
           the distribution is to be distributed to the eligible retirement plan
           and the amount to be distributed to the eligible retirement plan is
           less than $500 or (iii) with respect to any portion of an Eligible
           Rollover Distribution that consists of an offset amount with respect
           to a Plan loan.

     (b)   The Administrator may direct the Trustee to transfer the balance
           of any or all of the Accounts of a Participant to the trustee of
           another plan if:

           (i)    the other plan is a defined contribution plan qualified
                  under Code section 401(a);

                                       24


           (ii)   the other plan satisfies the requirements set forth in
                  Code sections 401(k) and 411(d)(6) with respect to the
                  transferred Accounts to which such requirements are
                  applicable; and

           (iii)  the trustee of the other plan is willing to accept such
                  transfer.

8.8. SUSPENSION OF DISTRIBUTIONS FOLLOWING REEMPLOYMENT. If a Participant
     who is receiving a distribution of his or her Accounts in connection with
     his or her Termination of Employment is reemployed by a Participating
     Employer as a Qualified Employee, the distribution of the pre-termination
     Account balances will continue during each month of such reemployment
     unless he or she has elected, in form prescribed by Plan Rules, to have the
     distribution cease, in which case the undistributed remainder of his or her
     Accounts will continue as part of the Trust for his or her benefit until he
     or she again becomes entitled to receive a distribution.

                                       25


                                   ARTICLE 9.
                            CONTRIBUTION LIMITATIONS

9.1. 401(k) CONTRIBUTION DOLLAR LIMITATION.

     (a)   The aggregate amount of 401(k) Contributions and other "elective
           deferrals" (within the meaning of Code section 402(g)(3)) under any
           other qualified plan maintained by an Affiliated Organization with
           respect to a Participant for any taxable year of the Participant may
           not exceed the limitation in effect for the taxable year under Code
           section 402(g). The limitation for any Participant who received a
           hardship withdrawal under Section 6.1 will, for the year following
           the year in which such withdrawal was made, be reduced as provided in
           Section 6.1(c)(iv). If the limitation is exceeded for any taxable
           year of the Participant, the portion of the excess specified by the
           Company, increased by Fund earnings or decreased by Fund losses
           attributable to the excess as determined under Section 9.3, will be
           distributed to the Participant.

     (b)   The amount distributed pursuant to this section to a Participant
           who has made elective deferrals for the taxable year other than
           pursuant to the Plan or another qualified plan maintained by an
           Affiliated Organization will, to the extent of such other elective
           deferrals, be determined in accordance with written allocation
           instructions received by the Administrator from the Participant not
           later than March 1 of the following the taxable year.

     (c)   A distribution pursuant to this section may be made at any time
           after the excess contributions are received, but not later than April
           15 of the taxable year following the taxable year to which the
           limitation relates.

9.2. ACTUAL DEFERRAL PERCENTAGE LIMITATIONS.

     (a)   For each Plan Year, the Plan must satisfy the requirements of
           Code section 401(k)(3).

           (i)    The Plan will satisfy the requirements of Code section
                  401(k)(3) for a Plan Year if, for that Plan Year, the Plan
                  satisfies the requirements of Code section 410(b)(1) with
                  respect to "eligible employees" and either of the following
                  tests:

                  (1)   the "actual deferral percentage" for the Plan Year
                        for eligible employees who are Highly Compensated
                        Employees for the Plan Year is not more than the product
                        of the actual deferral percentage for the preceding Plan
                        Year for all eligible employees who are not Highly
                        Compensated Employees for the preceding Plan Year,
                        multiplied by one and one-quarter; or

                                       26


               (2) the excess of the actual deferral percentage for the Plan
                   Year for eligible employees who are Highly Compensated
                   Employees for the Plan Year over the actual deferral
                   percentage for the preceding Plan Year for all eligible
                   employees who are not Highly Compensated Employees for the
                   preceding Plan Year is not more than two percentage points
                   and the actual deferral percentage for the Plan Year for
                   eligible employees who are Highly Compensated Employees for
                   the Plan Year is not more than the product of the actual
                   deferral percentage for the preceding Plan Year of all
                   eligible employees who are not Highly Compensated Employees
                   for the preceding Plan Year, multiplied by two.

          provided, that for the initial Plan Year, the actual deferral
          percentage for eligible employees who are not Highly Compensated
          Employees is their actual deferral percentage for the initial Plan
          Year.

          (ii) For purposes of this section:

               (1) "eligible employee" means an Active Participant who is
                   eligible to make 401(k) Contributions for the Plan Year in
                   question or would be eligible but for a suspension imposed
                   under Section 3.1(b)(iv); and

               (2) "actual deferral percentage," with respect to either of the
                   two groups of eligible employees referenced above, is the
                   average of the ratios, calculated separately for each
                   eligible employee in the particular group, of the amount of
                   401(k) Contributions made by the eligible employee for the
                   Plan Year in question, to the eligible employee's Testing
                   Wages for the Plan Year in question, or the portion of such
                   Plan Year during which he or she was an eligible employee, as
                   specified in Plan Rules. In computing the actual deferral
                   percentage, the following rules apply:

                   (A) any 401(k) Contributions made by an eligible employee who
                       is not a Highly Compensated Employee that are in excess
                       of the limitation described in Section 9.1 will be
                       excluded;

                   (B) any 401(k) Contributions made by an eligible employee
                       that are distributed to the eligible employee pursuant to
                       Section 9.4(c) will be excluded;

                   (C) to the extent permitted by Treasury Regulations and
                       determined by the Administrator, all or any portion of
                       any other contribution to the Plan or any other qualified
                       plan maintained by an Affiliated Organization will be
                       included;

                                       27


                   (D) elective contributions under any other plan that is
                       aggregated with this Plan to satisfy the requirements of
                       Code section 410(b) will be included; and

                   (E) to the extent provided in Treasury Regulations, elective
                       contributions made under any other qualified cash or
                       deferred arrangement of any Affiliated Organization on
                       behalf of any eligible Employee who is a Highly
                       Compensated Employee will be included.

     (b)  To the extent deemed advisable by the Administrator to comply with
          Code section 401(k)(3), the Administrator may, in accordance with Plan
          Rules, prospectively decrease a Participant's 401(k) Contributions.

     (c)  If, for any Plan Year, the requirements of Subsection (a) are not
          satisfied, the Administrator will determine the amount by which 401(k)
          Contributions made by each Highly Compensated Employee for the Plan
          Year exceeds the permissible amount as determined under Subsection
          (a). The determination will be made by successively decreasing the
          rate of 401(k) Contributions by the Highly Compensated Employees who,
          during the Plan Year, had the greatest percentage of 401(k)
          Contributions to the next lower percentage, then again decreasing the
          percentage of such Highly Compensated Employees' 401(k) Contributions,
          together with the percentage of 401(k) Contributions by such Highly
          Compensated Employees who were already at such lower percentage, to
          the next lower percentage, and continuing such procedure for as many
          percentage decreases as the Administrator deems necessary. The
          Administrator may make such reductions in any amount.

     (d)  The amount of excess 401(k) Contributions determined in accordance
          with Subsection (c), increased by Fund earnings or decreased by Fund
          losses attributable to such excess as determined under Section 9.3,
          will be distributed to affected Highly Compensated Employees, at such
          time as the Administrator specifies on or following the last day of
          the Plan Year for which the determination is made, but in no case
          later than the last day of the following Plan Year. The amount to be
          distributed with respect to any Plan Year will be reduced by the
          portion of the amount, if any, distributed pursuant to Section 9.1
          that is attributable to 401(k) Contributions that relate to such Plan
          Year, determined by assuming that 401(k) Contributions in excess of
          the limitation described in Section 9.1 for a given taxable year are
          the first contributions made for a Plan Year falling within such
          taxable year. Additional amounts to be distributed to Highly
          Compensated Employees will be determined by successively decreasing
          the amount of 401(k) Contributions for Highly Compensated Employees
          who, for the Plan Year, had the largest amount of 401(k) Contributions
          made on their behalf to the next lower amount, and continuing this
          procedure until an amount

                                       28


          equal to the aggregate amount of excess 401(k) Contributions has been
          removed from the Accounts of the Highly Compensated Employees.

     (e)  To the extent required or permitted by Treasury Regulations, the
          Administrator will or may, as the case may be, apply the limitation
          described in this section separately to each group of eligible
          employees who are included in a unit of Employees covered by a
          collective bargaining agreement.

     (f)  If the Administrator elects to apply Code section 410(b)(4)(B) in
          determining whether the Plan satisfies either of the tests described
          in Section 9.2(a)(i) for a Plan Year, all eligible employees who have
          not met either the minimum age and/or minimum service requirements of
          Code section 410(a)(1)(A) will be considered separately in accordance
          with the tests described in Section 9.2(a)(i).

9.3. EARNINGS OR LOSSES ON EXCESS CONTRIBUTIONS.

     (a)  The amount of Fund earnings or losses with respect to the excess
          amount of contributions returned to a Highly Compensated Employee
          pursuant to this article is an amount equal to the product of the
          total earnings or losses for the Participant's Account to which the
          excess contributions were credited for the Plan Year with respect to
          which the determination is being made, multiplied by a fraction, the
          numerator of which is the excess amount of contributions made on the
          Participant's behalf to such Account for the Plan Year, and the
          denominator of which is the closing balance of such Account for the
          Plan Year, decreased by the amount of earnings added to that Account,
          or increased by the amount of losses charged to that Account, for the
          Plan Year.

     (b)  Contributions returned pursuant to Section 9.4(c)(iii) will also
          include the earnings or losses attributable to such excess amount for
          the period between the end of the Plan Year with respect to which the
          determination is being made and the date on which such excess
          contributions are distributed to the Participant. The earnings or
          losses attributable to such excess amount for such period will be an
          amount equal to the product of ten percent of the earnings or losses
          attributable to such excess amount for the Plan Year, as determined in
          accordance with Subsection (a), multiplied by the number of calendar
          months during the period for which the determination is being made,
          with a distribution being made on or before the fifteenth day of a
          month being deemed to have been made on the last day of the preceding
          month and a distribution being made after the fifteenth day of a month
          being deemed to have been made on the first day of the following
          month.

9.4. ANNUAL ADDITIONS LIMITATION.

     (a)  Notwithstanding any contrary provisions of the Plan, there will not be
          allocated to any Participant's Accounts for a Plan Year any amount
          that would cause the

                                       29


          aggregate "annual additions" with respect to the Participant for the
          Plan Year to exceed the lesser of:

          (i)  $30,000 (or such dollar amount, adjusted to reflect increases in
               the cost of living, as in effect under Code section 415(c)(1)(A)
               for the calendar year during which the Plan Year in question
               begins); and

          (ii) 25 percent of the Participant's Section 415 Wages for the Plan
               Year.

     (b)  For purposes of Subsection (a), the "annual additions" with respect to
          a Participant for a Plan Year are the sum of:

          (i)  the aggregate amount of 401(k) and Profit Sharing Contributions
               allocated to the Participant's Accounts under the Plan for the
               Plan Year (including the amount of any 401(k) Contributions
               distributed to the Participant pursuant to Section 9.2(d) but
               excluding any 401(k) Contributions in excess of the limitation
               set forth in Section 9.1 that are distributed to the Participant
               by April 15 of the year following the year to which such
               contributions relate) and employer contributions, employee
               contributions and forfeitures allocated to the Participant's
               accounts under any other qualified defined contribution plan
               maintained by any Affiliated Organization for the Plan Year; plus

          (ii) the amount, if any, attributable to post-retirement medical
               benefits that is allocated to a separate account for the
               Participant as a "key employee" within the meaning of Code
               section 416(i), to the extent required under Code section
               419A(d)(1).

          Unless otherwise provided in Treasury Regulations, if a 401(k) or
          Profit Sharing Contribution with respect to a Plan Year is made more
          than 30 days after the due date (including extensions) of the
          Company's federal income tax return for the Company's taxable year
          coinciding with the Plan Year or in which the Plan Year ends, the
          contribution will be an annual addition for the Plan Year during which
          the contribution is made.

     (c)

          (i)   To the extent deemed advisable by the Administrator to prevent
                the limitation under Subsection (a) from being exceeded, the
                Administrator may, in accordance with Plan Rules, prospectively
                decrease a Participant's 401(k) Contributions.

          (ii)  If a further reduction of contributions is required, the amount
                of the Profit Sharing Contribution that would otherwise be
                allocated to the Participant's Profit Sharing Contribution
                Account will be reduced and the aggregate

                                       30


                amount of the Profit Sharing Contribution for the Plan Year will
                be reduced by the same amount.

          (iii) If, in spite of such reduction and as a result of the allocation
                of forfeitures or a reasonable error in estimating the amount of
                the Participant's Eligible Earnings, Section 415 Wages, 401(k)
                Contributions or other elective deferrals within the meaning of
                Code section 402(g)(3) for the Plan Year, the limitation would
                otherwise be exceeded, then, to the extent required to prevent
                such excess:

               (1)  the amount of 401(k) Contributions made for the Participant,
                    together with earnings on such contributions, will be
                    distributed to the Participant, and

               (2)  if a further excess would otherwise exist, the amount of
                    such excess will be held unallocated in a suspense account
                    and will be allocated to all other eligible Participants for
                    the Plan Year and, to the extent necessary, subsequent Plan
                    Years, before Profit Sharing Contributions are made for such
                    Plan Year or Years, and will be applied toward the amount of
                    such contributions for such Plan Year or Years.

9.5. ADMINISTRATOR'S DISCRETION. Notwithstanding the foregoing provisions of
     this article, the Administrator may apply the provisions of Sections 9.1
     through 9.4 in any manner permitted by Treasury Regulations that will cause
     the Plan to satisfy the limitations of the Code incorporated in such
     sections and Treasury Regulations thereunder, and the Administrator's good
     faith application of Treasury Regulations is binding on all Participants
     and Beneficiaries.

                                       31


                                   ARTICLE 10.
                                  SERVICE RULES

10.1. COMPUTATION PERIOD. The "Computation Period" with respect to an Employee
      is the 12-month period commencing with the date on which he or she first
      completes an Hour of Active Service and each subsequent 12-month period
      beginning on the anniversary of that date.

10.2. YEAR OF SERVICE. The term "Year or Service" with respect to an Employee
      means a Computation Period during which he or she completes at least 1000
      Hours of Service.

10.3. ONE-YEAR BREAK IN SERVICE.

     (a)  An Employee will incur a "One-Year Break in Service" if the Employee
          fails to complete at least 500 Hours of Service during a Computation
          Period; provided, that, for purposes only of determining whether an
          Employee has incurred such a One-Year Break in Service, in addition to
          Hours of Service credited under Section 10.6, there will be taken into
          account the number of Hours of Service that otherwise would have been
          credited to the Employee, or, if the number of such hours of service
          cannot be determined, eight hours of service for each day on which the
          Employee would have otherwise performed services for an Affiliated
          Organization, during an authorized leave of absence, while still
          employed with the Affiliated Organization, pursuant to any
          established, nondiscriminatory leave policy of an Affiliated
          Organization or due to:

          (i)   the Employee's pregnancy;

          (ii)  the birth of the Employee's child;

          (iii) the placement of a child with the Employee in connection with
                the adoption of such child by the Employee; or

          (iv)  the Employee's caring for such child for a period beginning
                immediately following such birth or placement;

          provided, first, that the total number of such additional Hours of
          Service taken in to account by reason of any such absence will not
          exceed 501; second, that, if the Employee would be prevented from
          incurring a One-Year Break in Service for the Computation Period in
          which such absence commenced solely because the additional Hours of
          Service are so credited, such Hours of Service will be credited only
          to such Computation Period or, if a One-Year Break in Service for such
          Computation Period would not be so prevented, such additional Hours of
          Service will be credited to the Computation Period following the
          Computation Period during which such absence commenced; and third,
          that, notwithstanding the foregoing, no such additional Hours of
          Service will be credited in connection with an absence for one of the
          reasons set forth at items (i) through (iv) unless the

                                       32


          Employee furnishes to the Administrator, on a timely basis, such
          information as the Administrator reasonably requires in order to
          establish the number of days during which the Employee was absent for
          that reason. In addition, an Employee will be credited with Hours of
          Service for the purpose of determining whether he or she has incurred
          a One-Year Break in Service to the extent required by the Family and
          Medical Leave Act of 1993.

     (b)  Notwithstanding Subsection (a), an Employee will not incur a One-Year
          Break in Service during any period of "excused absence." An excused
          absence means any of the following:

          (i)   absence on a leave authorized by an Affiliated Organization for
                any cause for the authorized period or, in the absence of an
                authorized period, for 90 days, plus any extensions granted by
                the Affiliated Organization,

          (ii)  absence in any circumstance so long as the Employee continues to
                receive his or her regular compensation from an Affiliated
                Organization,

          (iii) absence for service in the armed forces in the United States or
                other government service in time of war or national emergency,
                or

          (iv)  absence by reason of illness or disability.

10.4. LOSS OF SERVICE. If an Employee experiences at least a One-Year Break in
      Service before he or she completes two Years of Service, his or her Years
      of Service completed before the Break in Service will not be taken into
      account for purposes of determining the date on which he or she enters the
      Plan for the purpose of being eligible to share in the allocation of
      Profit Sharing Contributions.

10.5. PRE-ACQUISITION SERVICE. Service with an entity (all or any portion of
      which is acquired by, merges with or becomes an Affiliated Organization)
      for any period prior to the date of the acquisition, merger or affiliation
      will be taken into account under this Plan only if, to the extent and for
      the purposes, specified on an exhibit to the Plan, as provided for in
      Section 14.1(f).

10.6. HOUR OF SERVICE.

     (a)  Subject to the remaining subsections of this section, the term "Hour
          of Service," with respect to an Employee, includes and is limited to:

          (i)  each hour for which the Employee is paid, or entitled to payment,
               for the performance of duties for an Affiliated Organization;

          (ii) each hour:

               (1)  for which the Employee is paid, or entitled to payment, by
                    an Affiliated Organization on account of a period of time
                    during

                                       33


                    which no duties are performed (irrespective of whether the
                    employment relationship has terminated) due to vacation,
                    holiday, illness (including disability), layoff, jury duty,
                    military duty or leave of absence;

               (2)  for which the Employee is not paid or entitled to payment
                    but which is required by federal law to be credited to the
                    Employee on account of his or her military service or
                    similar duties; and

               (3)  for which back pay, irrespective of mitigation of damages,
                    is either awarded or agreed to by an Affiliated
                    Organization; provided, first, that Hours of Service taken
                    into account under clause (i), (ii)(1) or (ii)(2) will not
                    also be taken into account under this clause (3); and
                    second, that Hours of Service taken into account under this
                    clause (3) that relate to periods specified in clause
                    (ii)(1) will be subject to the rules under Subsection (b).

     (b)  The following rules will apply for purposes of determining the Hours
          of Service completed by an Employee under Subsection (a)(ii)(1):

          (i)   No more than 501 hours will be credited to the Employee on
                account of any single continuous period during which the
                Employee performs no duties (whether or not such period occurs
                in a single Computation Period);

          (ii)  No more than the number of hours regularly scheduled for the
                performance of duties for the period during which no duties are
                performed will be credited to the Employee for such period;

          (iii) The Employee will not be credited with hours for which payments
                are made or due under a plan maintained solely for the purpose
                of complying with workers compensation, unemployment
                compensation or disability insurance laws, or for which payments
                are made solely to reimburse the Employee for medical or
                medically related expenses;

          (iv)  A payment will be deemed to be made by or due from an Affiliated
                Organization, regardless of whether such payment is made by or
                due from the Affiliated Organization directly or indirectly
                through a trust fund or insurer to which the Affiliated
                Organization contributes or pays premiums;

          (v)   If the payment made or due is calculated on the basis of units
                of time, the number of Hours of Service to be credited will be
                the number of regularly scheduled working hours included in the
                units of time on the basis of which the payment is calculated;
                provided, that, if such a payment is made to an Employee
                described in Subsection (d)(i), the number of Hours of Service
                to be credited will be the number of equivalent hours determined

                                       34


                under Subsection (d)(i) that are included in the units of time
                on the basis of which the payment is calculated;

          (vi)  If the payment made or due is not calculated on the basis of
                units of time, the number of Hours of Service to be credited
                will be equal to the amount of the payment, divided by the
                Employee's most recent hourly rate of compensation before the
                period during which no duties are performed; and

          (vii) Hours will be determined in accordance with Section
                2530.200(b)-2(b) of the Department of Labor Regulations which is
                incorporated herein by reference.

     (c)  Hours of Service will be credited:

          (i)   in the case of Hours of Service described in Subsection (a)(i),
                to the Computation Period in which the duties are performed;

          (ii)  in the case of Hours of Service described in Subsection
                (a)(ii)(1), to the Computation Period or Periods in which the
                period during which no duties are performed occurs; provided,
                that, if the payment is not calculated on the basis of units of
                time, the Hours of Service will not be allocated between more
                than the first two Computation Periods of such period;

          (iii) in the case of Hours of Service described in Subsection
                (a)(ii)(2), to the Computation Period or Periods determined by
                the Administrator in accordance with the applicable federal law;

          (iv)  in the case of Hours of Service described in Subsection
                (a)(ii)(3), to the Computation Period or Periods to which the
                award or agreement for back pay pertains; and

          (v)   as otherwise provided in Section 2530.200(b)-2(c) of the
                Department of Labor Regulations which is incorporated herein by
                reference.

     (d)  For purposes of determining the number of Hours of Service completed
          by an Employee during a particular period of time:

          (i)   an Employee who is not subject to the overtime provisions of the
                Fair Labor Standards Act of 1938, as from time to time amended,
                will be credited with 45 Hours of Service for each seven
                consecutive days, or fraction thereof, during which he or she
                completes at least one Hour of Service; and

          (ii)  each other Employee will be credited with the number of Hours of
                Service that he or she completes during such period.

                                       35


     (e)  Notwithstanding the foregoing provisions of this section, an
          individual will be credited with the number of Hours of Service he or
          she completes, determined in the manner specified in Subsections (a)
          through (d):

          (i)   while a Leased Employee; and

          (ii)  with any other organization to the extent such Hours of Service
                are required to be taken into account pursuant to Treasury
                Regulations under Code section 414(o).

                                       36


                                   ARTICLE 11.
                       ADOPTION, AMENDMENT AND TERMINATION

11.1. ADOPTION BY AFFILIATED ORGANIZATIONS. With the prior approval of the
      Administrator, an Affiliated Organization may adopt this Plan and become a
      Participating Employer by furnishing a certified copy of a resolution of
      its Board adopting the Plan. Any adoption of the Plan by an Affiliated
      Organization, however, must either be authorized by the Company's Board in
      advance or be subsequently ratified by such Board prior to the end of the
      fiscal year of such Affiliated Organization in which it adopts the Plan.
      Any special provisions applicable to a Participating Employer's Employees
      will be set forth on an exhibit to the Plan.

11.2. AUTHORITY TO AMEND AND PROCEDURE.

     (a)  The Company reserves the right to amend the Plan at any time, to any
          extent. Each amendment must be stated in a written instrument,
          executed in the name of the Company by two duly authorized officers.
          On and after the effective date of the amendment, all interested
          persons will be bound by the amendment; provided, that no amendment
          will have any retroactive effect so as to deprive any Participant, or
          any Beneficiary of a deceased Participant, of any benefit already
          accrued or vested or of any option with respect to the form of such
          benefit that is protected under Code section 411(d)(6), except that an
          amendment required to qualify the Trust for income tax exemption may
          be retroactive to the Effective Date of the Plan or to any later date.

     (b)  If the provisions for determining the extent to which benefits under
          the Plan are vested are changed, whether by amendment or because of
          the Plan's becoming or ceasing to be a top-heavy plan, each
          Participant who has completed at least three years of service may
          elect to have his or her vested benefits determined without regard to
          such change by giving written notice of such election to the
          Administrator within the period beginning on the date such change was
          adopted (or the Plan's top heavy status changed) and ending 60 days
          after the latest of: (i) the date such change is adopted; (ii) the
          date such change becomes effective; and (iii) the date the
          Administrator issues notice of such change to the Participant.

     (c)  To the extent required by Code section 411(d)(6), each Participant may
          elect to have that portion of his or her Accounts that was accrued as
          of the date an optional form of benefit payment is eliminated
          distributed in such optional form.

     (d)  The provisions of the Plan in effect at the termination of a
          Participant's employment will, except as specifically provided in any
          subsequent amendment, continue to apply to such Participant.

11.3. AUTHORITY TO TERMINATE AND PROCEDURE. The Company expects to continue the
      Plan indefinitely but reserves the right to terminate the Plan in its
      entirety at any time by a written instrument of termination. Each
      Participating Employer expects to continue its

                                       37


      participation in the Plan indefinitely but 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, as the case
      may be, to the Trustee in a written notice executed in the manner of an
      amendment.

11.4. VESTING UPON TERMINATION, PARTIAL TERMINATION OR DISCONTINUANCE OF
      CONTRIBUTIONS. Upon the termination of the Plan or upon the complete
      discontinuance of contributions, the Accounts of each "affected employee"
      will vest in full. For purposes of this section, "affected employee" means

     (a)  a Participant who is actively employed with an Affiliated Organization
          on the effective date of the termination or complete discontinuance of
          contributions;

     (b)  a Participant who has terminated employment and has neither received a
          complete distribution of his or her Account nor experienced at least
          five consecutive One-Year Breaks in Service;

     (c)  a former Participant who terminated employment during the Plan Year
          that includes the effective date of the termination or complete
          discontinuance of contributions.

     Upon a partial termination of the Plan, the Accounts of each Participant as
     to whom the Plan has been partially terminated will vest in full.

11.5. DISTRIBUTION FOLLOWING TERMINATION, PARTIAL TERMINATION OR DISCONTINUANCE
      OF CONTRIBUTIONS. After termination or partial termination of the Plan or
      the complete discontinuance of contributions under the Plan, the Trustee
      will continue to hold and distribute the Fund as if such event had not
      occurred, but if the Administrator so directs in accordance with Treasury
      Regulations, the Trustee will distribute to each Participant the entire
      balance of his or her Accounts.

                                       38


                                   ARTICLE 12.
                               PLAN ADMINISTRATION

12.1. ADMINISTRATOR, NAMED FIDUCIARY. The general administration of the Plan and
      the duty to carry out its provisions is vested in the Company which is the
      "named fiduciary" of the Plan for purposes of ERISA. The Administrator is
      the Committee constituted under Section 12.2.

12.2. COMMITTEE.

     (a)  The Company's Board will appoint a Committee of at least three members
          who will serve at the pleasure of the Board. Each member will file his
          or her written acceptance of appointment with the Board. A Committee
          member may resign by delivering his or her written resignation to the
          Board, and any Committee member may be removed, with or without cause,
          by the Board upon delivery of written notice of such removal to the
          removed member. Any such resignation or removal will be effective upon
          delivery of the written resignation or notice of removal, as the case
          may be, or upon any later date specified therein. Vacancies created by
          any such resignation or removal will be filled by appointment by the
          Board; provided, that, subject to there being at least three persons
          serving as Committee members at all times, the Board need not fill any
          vacancy so created.

     (b)  The Committee will perform its duties in accordance with the following
          procedures.

          (i)   The Company's Board will designate one member of the Committee
                to act as the chair of the Committee, and the member so
                designated will preside over the Committee's meetings.

          (ii)  The Committee will elect a secretary who may, but need not, be a
                member of the Committee. The secretary will keep minutes of the
                Committee's meetings and perform such other duties as may be
                specified from time to time by the Committee.

          (iii) The Committee may appoint such subcommittees with such duties
                and powers as it may specify, and it may delegate administrative
                powers to one or more of its members or to such other person or
                entity as it may designate.

          (iv)  The Committee will meet at such times and places and upon such
                notice as its members may determine from time to time. A
                majority of the current membership of the Committee will
                constitute a quorum for the transaction of business, and all
                acts of the Committee at any meeting will require, for their
                validity, the affirmative vote of a majority of the current
                membership of the Committee. The Committee may act without a
                meeting by the written authorization of a majority of the
                members of the Committee.

                                       39


          (v)   The Committee may adopt bylaws for the conduct of its business,
                provided such bylaws are not inconsistent with the provisions of
                this article.

          (vi)  No member of the Committee may vote with respect to a decision
                of the Committee relating solely to his or her own participation
                or benefit under the Plan.

          (vii) The Committee may delegate to each or any one of its members or
                to its secretary authority to sign any documents on its behalf.

12.3. DUTIES OF ADMINISTRATOR. The Administrator has the discretionary power and
      authority, and the responsibility, to:

     (a)  Adopt rules, regulations and procedures not inconsistent with the
          provisions of the Plan and uniform and equitable with respect to
          individuals determined by the Administrator to be similarly situated
          at the time in question, and to revoke or modify such rules and
          regulations at any time;

     (b)  Interpret, construe, apply and enforce the provisions of the Plan and
          any Plan Rules, including the discretionary and final power and
          authority to interpret, construe, apply and enforce uncertain
          provisions of the Plan or Plan Rules, and remedy possible ambiguities,
          inconsistencies, omissions and errors, and any such action taken by
          the Administrator in good faith is binding upon all Participants,
          Beneficiaries, alternate payees and other interested persons;

     (c)  Determine from time to time the status of all Employees, Qualified
          Employees, Participants, Beneficiaries, alternate payees and other
          interested persons for purposes of the Plan;

     (d)  Determine the rights of Employees, Qualified Employees, Participants,
          Beneficiaries, alternate payees and other interested persons to
          benefits under the Plan, the amount and the method and time or times
          of payment of the benefit; and

     (e)  Take any other actions determined by the Administrator to be necessary
          or advisable to in connection with the administration of the Plan.

12.4. DELEGATION. Except as otherwise provided in ERISA, the Administrator may
      delegate specific duties and responsibilities, including fiduciary duties
      and responsibilities. Such delegations may be to Employees or to other
      individuals, committees or entities. Any delegation may, if specifically
      stated, allow further delegations by the individual, committee or entity
      to whom or which the delegation has been made subject to and in accordance
      with any limitations, restrictions or conditions specified in the
      delegation or in any other written instrument provided by the
      Administrator to the individual, committee or entity to whom or which the
      delegation has been made. Any delegation may be rescinded by the
      Administrator at any time. Each individual, committee or entity

                                       40


      to whom or which a fiduciary duty or responsibility has been delegated is
      responsible for the exercise of such duties or responsibilities and is not
      responsible for the acts or failure to act of any other fiduciary. Any
      delegation by the Administrator of a fiduciary duty or responsibility,
      other than to a person for whose conduct the Administrator remains
      responsible, must be in writing, and the individual, committee or entity
      to whom or which the delegation is made must submit a written acceptance
      of the delegation to the Administrator. Any delegate's duty will terminate
      upon withdrawal of such authority by the Administrator or upon withdrawal
      of the delegate's acceptance. Any delegation to an Employee will
      automatically terminate when he or she ceases to be an Employee.

12.5. REPORTS AND RECORDS. The Administrator and those individuals, committees
      or entities to whom or which the Administrator has delegated fiduciary
      duties will keep records of all their proceedings and actions, and will
      maintain all such books of account, records and other data as necessary
      for the proper administration of the Plan and to comply with applicable
      law.

12.6. COMPENSATION. No employee of an Affiliated Organization acting in a
      fiduciary capacity will be entitled to receive compensation from the Trust
      for such services, but each will be entitled to reimbursement from the
      Trust for all sums reasonably and necessarily expended in the performance
      of such duties.

12.7. PROFESSIONAL ASSISTANCE. The Administrator may retain such accounting,
      record keeping, legal, clerical and other services as may reasonably be
      required in the administration of the Plan, and may pay reasonable
      compensation for such services. The Administrator is entitled to rely
      conclusively on all tables, valuations, certificates, opinions and reports
      furnished to them by such persons and on all information, elections and
      designations furnished to them by Participants, Beneficiaries, alternate
      payees and Participating Employers.

12.8. PAYMENT OF ADMINISTRATIVE COSTS. All costs of administering the Plan may
      be paid by the Trustee from the Trust, but if not so paid, will be paid by
      the Participating Employers.

12.9. INDEMNIFICATION.

      (a) To the extent permitted by law, the Participating Employers jointly
          and severally agree to indemnify and hold harmless the Administrator,
          the members of the Committee and other employees, officers or
          directors of an Affiliated Organization to whom fiduciary duties are
          delegated against any and all claims, losses, damages, expenses and
          liabilities arising from their responsibilities in connection with the
          Plan which are not covered by insurance (without recourse) paid for by
          the Participating Employers or otherwise paid or reimbursed, unless
          they are determined to be due to gross negligence or intentional
          misconduct. The Company has the right, but not the obligation, to
          select counsel and control the defense and settlement of any action
          for which an individual may be entitled to indemnification pursuant to
          this section.

                                       41


      (b) An individual's right to indemnification pursuant to this section is
          in addition to, and independent of, the individual's right, if any, to
          indemnification pursuant to a Participating Employer's articles of
          incorporation or bylaws (or comparable governing instruments),
          applicable law or otherwise, but an individual is not entitled to
          indemnification from all sources in an amount that exceeds his or her
          claims, losses, damages, expenses and liabilities.

12.10. CLAIMS PROCEDURE.

      (a) The Administrator will notify a Participant in writing, within 90 days
          of the Participant's written application for benefits, of the
          Participant's eligibility or noneligibility for benefits under the
          Plan. If the Administrator determines that a Participant is not
          eligible for benefits or full benefits, the notice will: (i) state the
          specific reasons for the denial of any benefits; (ii) provide a
          specific reference to the provision of the Plan on which the denial is
          based; (iii) provide a description of any additional information or
          material necessary for the claimant to perfect the claim, and a
          description of why it is needed; and (iv) provide an explanation of
          the Plan's claims review procedure and other appropriate information
          as to the steps to be taken if the Participant wishes to have the
          claim reviewed. If the Administrator determines that there are special
          circumstances requiring additional time to make a decision, the
          Administrator will notify the Participant of the special circumstances
          and the date by which a decision is expected to be made, and may
          extend the time for up to an additional 90-day period.

      (b) If a Participant is determined by the Administrator not to be eligible
          for benefits or if the Participant believes that he or she or she is
          entitled to greater or different benefits, the Participant will be
          provided the opportunity to have his or her claim reviewed by the
          Administrator by filing a petition for review with the Administrator
          within 60 days after the Participant receives the notice issued by the
          Administrator. The petition must state the specific reasons the
          Participant believes he or she or she is entitled to benefits or
          greater or different benefits. Within 60 days after the Administrator
          receives the petition, the Administrator will give the Participant
          (and his or her counsel, if any) an opportunity to present his or her
          position to the Administrator orally or in writing, and the
          Participant (or his or her counsel) may review the pertinent
          documents, and the Administrator will notify the Participant of its
          decision in writing within said 60-day period, stating specifically
          the basis of the decision written in a manner calculated to be
          understood by the Participant and the specific provisions of the Plan
          on which the decision is based. If, because of the need for a hearing,
          the 60-day period is not sufficient, the decision may be deferred for
          up to another 60-day period at the election of the Administrator, but
          notice of this deferral must be given to the Participant.

      (c) In the event of the death of a Participant, the same procedure applies
          to the Beneficiary of the Participant.

                                       42


      (d) A claimant must exhaust the procedure described in this section before
          pursuing the claim in any other proceeding.

12.11. DISPUTES.

      (a) A Participant, Beneficiary or alternate payee 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:

          (i)  three years after the occurrence of the facts or circumstances
               that give rise to or form the basis for such action; and

          (ii) one year from the date the Participant, Beneficiary or alternate
               payee had actual knowledge of the facts or circumstances that
               give rise to or form the basis for such action.

      (b) In the case of a dispute between a Participant, Beneficiary, alternate
          payee or other person claiming a right or entitlement pursuant to the
          Plan and a Participating Employer, the Administrator, the Committee or
          other person relating to or arising from the Plan, the United States
          District Court for the District of Minnesota is a proper venue.
          Regardless of where an action relating to or arising from the Plan is
          pending, the law as stated and applied by the United States Court of
          Appeals for the Eighth Circuit or the United States District Court for
          the District of Minnesota will apply to and control all actions
          relating to the Plan brought against the Plan, a Participating
          Employer, the Administrator, the Committee or any other person or
          against any Participant, Beneficiary, alternate payee or other person
          claiming a right or entitlement pursuant to the Plan.

12.12. CORRECTION OF ERRORS. If the Administrator determines that, by reason of
       administrative error or other cause attributable to a Participating
       Employer, the Account of any Participant has incurred a loss, the
       Administrator may enter into an agreement with the Participating Employer
       under which the Account is fully restored and may, upon such restoration,
       release the Participating Employer from further responsibility.

12.13. STANDARDS FOR ELECTIONS, DIRECTIONS AND SIMILAR ACTIONS. Any election,
       direction, application, designation or similar action required of a
       Participant, Beneficiary or alternate payee (or any person claiming by,
       through or on behalf of a Participant, Beneficiary or alternate payee)
       pursuant to the Plan must be made in accordance with and is subject to
       the terms of the Plan and Plan Rules.

                                       43


                                   ARTICLE 13.
                                  MISCELLANEOUS

13.1. MERGER, CONSOLIDATION, TRANSFER OF ASSETS. If this Plan is merged or
      consolidated with, or his or her assets or liabilities are transferred to,
      any other plan, each Participant will be entitled to receive a benefit
      immediately after such merger, consolidation or transfer (if such other
      plan were then terminated) that is equal to or greater than the benefit he
      or she would have been entitled to receive immediately before such merger,
      consolidation or transfer (if this Plan had then terminated but without
      regard to Section 11.5).

13.2. LIMITED REVERSION OF FUND.

      (a) Except as provided in Subsection (b), no corpus or income of the Trust
          will at any time revert to any Affiliated Organization or be used
          other than for the exclusive benefit of Participants and their
          Beneficiaries by paying benefits and administrative expenses of the
          Plan.

      (b) Notwithstanding any contrary provision in the Plan:

          (i)  All contributions made by a Participating Employer to the Trustee
               prior to the initial determination of the Internal Revenue
               Service as to qualification of the Plan under Code section 401(a)
               and the tax exempt status of the Trust under Code section 501(a)
               will be repaid by the Trustee to the Participating Employer, upon
               the Participating Employer's written request, if the Internal
               Revenue Service rules that the Plan is not qualified or the Trust
               is not tax exempt; provided, that the Participating Employer must
               request such determination within a reasonable time after
               adoption of the Plan and the repayment by the Trustee to the
               Participating Employer must be made within one year after the
               date of denial of qualification of the Plan; and

          (ii) To the extent a contribution is made by a Participating Employer
               by a mistake of fact or a deduction is disallowed a Participating
               Employer under Code section 404, the Trustee will repay the
               contribution to the Participating Employer upon the Participating
               Employer's written request; provided, that such repayment must be
               made within one year after the mistaken payment is made or the
               deduction is disallowed, as the case may be. Each contribution to
               the Plan by a Participating Employer is expressly conditioned on
               such contribution's being fully deductible by the Participating
               Employer under Code section 404.

13.3. TOP-HEAVY PROVISIONS.

      (a) The provisions of this subsection will apply for any Plan Year during
          which the Plan is "top heavy."

                                       44


          (i)  Notwithstanding the provisions of Article 3, no contributions
               will be made and allocated on behalf of any "key employee" for
               any Plan Year during which the Plan is top heavy unless the
               amount of contributions (excluding 401(k) Contributions) made and
               allocated for such Plan Year on behalf of each Participant who is
               not a key employee and who is employed with an Affiliated
               Organization on the last day of the Plan Year, expressed as a
               percentage of the Participant's Testing Wages for the Plan Year,
               is at least equal to the lesser of:

               (1)  three percent; or

               (2)  the largest percentage of such Testing Wages at which
                    contributions (including 401(k) Contributions) are made and
                    allocated on behalf of any key employee for such Plan Year.

          (ii) If, in addition to this Plan, an Affiliated Organization
               maintains another qualified defined contribution plan or one or
               more qualified defined benefit pension plans during a Plan Year,
               the provisions of clause (i) will be applied for such Plan Year:

               (1)  by taking into account the employer contributions (other
                    than elective deferrals for a non-key employee) on behalf of
                    the Participant under all such defined contribution plans;
                    and

               (2)  without regard to any Participant who is not a key employee
                    and whose accrued benefit, expressed as a single life
                    annuity, under a defined benefit pension plan maintained by
                    the Affiliated Organization for such Plan Year is not less
                    than the product of

                    (A)  the Participant's average Testing Wages for the period
                         of consecutive years not exceeding the period of
                         consecutive years (not exceeding five) when the
                         Participant had the highest aggregate Testing Wages,
                         disregarding years in which the Participant completed
                         less than 1000 Hours of Service, multiplied by

                    (B)  the lesser of (I) two percent per year of service,
                         disregarding years of service beginning after the close
                         of the last Plan Year in which such defined benefit
                         plan was a top heavy plan or (II) 20 percent.

      (b) For purposes of Subsection (a),

          (i)

                                       45


               (1)  The Plan will be a "top-heavy plan" for a particular Plan
                    Year if, as of the last day of the initial Plan Year or,
                    with respect to any other Plan Year, as of the last day of
                    the preceding Plan Year, the aggregate of the Account
                    balances of key employees is greater than 60 percent of the
                    aggregate of the Account balances of all Participants.

               (2)  For purposes of calculating the aggregate Account balances
                    for both key employees and employees who are not key
                    employees:

                    (A)  Any distributions made within the five-year period
                         preceding the Plan Year for which the determination is
                         being made, other than a distribution transferred or
                         rolled over to a plan maintained by an Affiliated
                         Organization, will be included;

                    (B)  Amounts transferred or rolled over from a plan not
                         maintained by an Affiliated Organization at the
                         initiation of the Participant will be excluded;

                    (C)  The Account balances of any key employee and any
                         employee who is not a key employee who has not
                         performed an Hour of Active Service at any time during
                         the five-year period ending on the date as of which the
                         determination is being made will be excluded; and

                    (D)  The terms "key employee" and "employee" include the
                         Beneficiaries of such persons who have died.

          (ii)

               (1)  Notwithstanding the provisions of clause (i), this Plan will
                    not be a top-heavy plan if it is part of either a "required
                    aggregation group" or a "permissive aggregation group" and
                    such aggregation group is not top-heavy. An aggregation
                    group will be top-heavy if the sum of the present value of
                    accrued benefits and account balances of key employees is
                    more than 60 percent of the sum of the present value of
                    accrued benefits and account balances for all Participants,
                    such accrued benefits and account balances being calculated
                    in each case in the same manner as set forth in clause (i).

               (2)  Each plan in a required aggregation group will be top-heavy
                    if the group is top-heavy. No plan in a required aggregation
                    group will be top-heavy if the group is not top-heavy.

                                       46


               (3)  If a permissive aggregation group is top-heavy, only those
                    plans that are part of an underlying top-heavy, required
                    aggregation group will be top-heavy. No plan in a permissive
                    aggregation group will be top-heavy if the group is not
                    top-heavy.

          (iii) The "required aggregation group" consists of (1) each plan of an
                Affiliated Organization in which a key employee participates and
                (2) each other plan of an Affiliated Organization that enables a
                plan in which a key employee participates to meet the
                nondiscrimination requirements of Code sections 401(a)(4) or
                410.

          (iv)  A "permissive aggregation group" consists of those plans that
                are required to be aggregated and one or more plans (providing
                comparable benefits or contributions) that are not required to
                be aggregated, which, when taken together, satisfy the
                requirements of Code sections 401(a)(4) and 410.

          (v)   For purposes of applying clauses (ii), (iii) and (iv) of this
                Subsection (b), any qualified defined contribution plan
                maintained by an Affiliated Organization at any time within the
                five-year period preceding the Plan Year for which the
                determination being made which, as of the date of such
                determination, has been formally terminated, has ceased
                crediting service for benefit accruals and vesting and has been
                or is distributing all plan assets to participants or their
                beneficiaries, will be taken into account to the extent required
                or permitted under such clauses and under Code section 416.

      (c) A "key employee" is any individual who is or was employed with an
          Affiliated Organization and who, at any time during the Plan Year in
          question or any of the preceding four Plan Years is or was:

          (i)  An officer of the Affiliated Organization (an administrative
               executive in regular and continued service with the Affiliated
               Organization) whose Section 415 Wages for such Plan Year exceed
               50 percent of the amount in effect under Code section
               415(b)(1)(A) for such Plan Year, but in no case will there be
               taken into account more than the lesser of (a) 50 persons, or (b)
               the greater of (i) three persons or (ii) ten percent of the
               number of the Affiliated Organization's employees, excluding for
               purposes of determining the number of such officers, any
               employees described in Code section 414(q)(5);

          (ii) The owner of an interest in the Affiliated Organization that is
               not less than the interest owned by at least ten other persons
               employed with the Affiliated Organization; provided, that, such
               owner will not be a key employee solely by reason of such
               ownership for a Plan Year if he or she does not own more than
               one-half of one percent of the value of the outstanding interests
               of the Affiliated Organization or if the amount of his

                                       47


                or her Section 415 Wages for such Plan Year is less than the
                amount in effect under Code section 415(c)(1)(A) for such Plan
                Year;

          (iii) The owner of more than five percent of the Affiliated
                Organization's outstanding stock or more than five percent of
                the total combined voting power of the Affiliated Organization's
                stock; or

          (iv)  The owner of more than one percent of the Affiliated
                Organization's outstanding stock or more than one percent of the
                total combined voting power of the Affiliated Organization's
                stock, whose Section 415 Wages for such Plan Year exceed
                $150,000.

          For purposes of this Subsection (c), ownership of an Affiliated
          Organization's stock will be determined in accordance with Code
          section 318; provided, that subparagraph 318(a)(2)(C) will be applied
          by substituting the phrase "5 percent" for the phrase "50 percent"
          wherever it appears in such Code section.

13.4. QUALIFIED MILITARY SERVICE.

      (a) The provisions of this section apply only to an Employee who is
          reemployed on or after December 12, 1994 and whose reemployment rights
          are protected under the Uniformed Services Employment and Reemployment
          Rights Act of 1994 ("USERRA") and are intended to comply with the
          requirements of Code section 414(u).

      (b) Notwithstanding any other provisions of the Plan to the contrary, a
          Qualified Employee who leaves the employ of a Participating Employer
          for qualified military service and returns to employment with a
          Participating Employer will be entitled to the restoration of benefits
          under the Plan which would have accrued but for the Qualified
          Employee's absence due to qualified military service.

      (c) A Qualified Employee may make 401(k) Contributions for the Plan Years
          during which he or she would have been an Active Participant but for
          his or her qualified military service in accordance with Section 3.1
          and the following additional rules:

          (i)   the Qualified Employee may elect to make 401(k) Contributions,
                subject to the maximums in effect pursuant to Section 3.1 during
                the period of qualified military service;

          (ii)  the Qualified Employee may make the election described in clause
                (i) at any time during the period that begins on his or her date
                of reemployment and has the same length as the lesser of five
                years or the period of the Qualified Employee's qualified
                military service multiplied by three;

          (iii) the 401(k) Contributions under this subsection are not subject
                to the limitations described in Section 9.2.

                                       48


      (d) The following additional rules and conditions apply with respect to
          qualified military service notwithstanding any contrary provision of
          the Plan:

          (i)   an Employee will not be treated as having incurred a Break in
                Service by reason of his or her qualified military service;

          (ii)  any period of qualified military service will be counted as
                vesting service;

          (iii) for purposes of determining the Qualified Employee's Eligible
                Earnings and Section 415 Wages, the Qualified Employee will be
                treated as receiving compensation from the Participating
                Employer with whom he or she was employed immediately before the
                period of qualified military service during the period of
                qualified military service in an amount equal to the
                compensation he or she would have received during such period if
                he or she were not in qualified military service determined
                based on the rate of pay the Qualified Employee would have
                received from the Participating Employer but for the absence due
                to qualified military service; provided, however, if the
                compensation the Qualified Employee would have received from the
                Participating Employer is not reasonably certain, then the
                Qualified Employee's rate of compensation will be equal to his
                or her average compensation for the 12-month period preceding
                the qualified military service (or, if shorter, the period of
                employment immediately preceding the qualified military
                service);

          (iv)  contributions on behalf or by the Qualified Employee will be
                subject to the limitations in Article 9 with respect to the Plan
                Years to which such contributions relate in accordance with
                Treasury Regulations;

          (v)   the Qualified Employee will not be entitled to any crediting of
                earnings on contributions for any period prior to actual payment
                to the Trust; and

          (vi)  the Qualified Employee will not be entitled to restoration of
                any forfeitures which were not allocated to his or her Account
                as a result of his or her qualified military service.

      (e) For purposes of this section, "qualified military service" means any
          service in the uniformed services as defined in USERRA by a Qualified
          Employee who is entitled to reemployment rights with a Participating
          Employer under USERRA.

13.5. SHORT PLAN YEARS. To the extent required by and in accordance with
      Treasury Regulations, for any Plan Year that is less than 12 months long,
      the dollar limitations in effect for purposes of Code sections 401(a)(17),
      414(q), 415 and 416 will be adjusted to reflect the short Plan Year.

                                       49


                                   ARTICLE 14.
                  CONSTRUCTION, INTERPRETATIONS AND DEFINITIONS

14.1. CONSTRUCTION AND INTERPRETATIONS. The rules of construction and
      interpretations set forth in this section apply in construing this
      instrument unless the context otherwise indicates.

      (a) CONSENT OF SPOUSE. Whenever the consent of a Participant's spouse is
          required with respect to any act of the Participant, such consent will
          be deemed to have been obtained only if:

          (i)  the Participant's spouse executes a written consent to such act,
               which consent acknowledges the effect of such act and is
               witnessed by a Plan representative or a notary public; or

          (ii) the Administrator determines that no such consent can be obtained
               because the Participant has no spouse, because the Participant's
               spouse cannot be located, or because of such other circumstances
               as may, under Treasury Regulations, justify the lack of such
               consent.

          Any such consent by the Participant's spouse or such determination by
          the Administrator that such spouse's consent is not required is
          effective only with respect to the particular spouse of the
          Participant who so consented or with respect to whom such
          determination was made. Any such consent by the Participant's spouse
          to an act of the Participant under the Plan is irrevocable with
          respect to that act.

      (b) GOVERNING LAW. To the extent that state law is not preempted by
          provisions of ERISA or any other laws of the United States, this Plan
          will be administered, construed, and enforced according to the
          internal, substantive laws of the State of Minnesota, without regard
          to its conflict of laws rules.

      (c) HEADINGS. The headings of articles and sections are included solely
          for convenience. In the case of a conflict between a heading and the
          text of the Plan, the text controls.

      (d) NO EMPLOYMENT RIGHTS CREATED. The establishment and maintenance of the
          Plan neither gives any Employee a right to continuing employment nor
          limits the right of an Affiliated Organization to discharge or
          otherwise deal with the Employee without regard to the effect such
          action might have on his or her initial or continued participation in
          the Plan.

      (e) NUMBER AND GENDER. Wherever appropriate, the singular number may be
          read as the plural, the plural may be read as the singular, and the
          masculine gender may be read as the feminine gender.

                                       50


      (f) SPECIAL PROVISIONS. Special provisions of the Plan applicable only to
          certain Participants will be set forth on an exhibit to the Plan. In
          the event of a conflict between the terms of the exhibit and the terms
          of the Plan, the exhibit controls.

14.2. DEFINITIONS. The definitions set forth in this section apply in construing
      this instrument unless the context otherwise indicates.

ACCOUNT. An "Account" with respect to a Participant is any or all of the
accounts maintained on his or her behalf pursuant to Section 4.1, as the context
requires.

ACTIVE PARTICIPANT. An "Active Participant" is a Participant who is a Qualified
Employee.

ADMINISTRATOR. The "Administrator" of the Plan is the Committee designated in
Section 12.1, or, if applicable, its delegate.

AFFILIATED ORGANIZATION. An "Affiliated Organization" is the Company and any
other corporation that is a member of a controlled group of corporations (within
the meaning of Code section 1563(a) without regard to Code sections 1563(a)(4)
and 1563(e)(3)(C)) that includes the Company, any trade or business (whether or
not incorporated) that together with the Company is under common control (within
the meaning of Code section 414(c)), any member of an "affiliated service group"
(within the meaning of Code section 414(m)) of which the Company is a member or
any other organization that, together with the Company, is treated as a single
employer pursuant to Code section 414(o) and Treasury Regulations thereunder;
provided, that, for purposes of applying the limitations set forth at Section
9.4, such determination under Code section 1563(a) will be made by substituting
the phrase "more than 50 percent" for the phrase "at least 80 percent" wherever
it appears in such Code section.

BENEFICIARY. A "Beneficiary" is a person designated or otherwise determined
under the provisions of Section 8.2 as the distributee of benefits payable after
the death of a Participant. A person designated as, or otherwise determined to
be, a Beneficiary under the terms of the Plan has no interest in or rights 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.

BOARD. The "Board" is the board of directors or comparable governing body 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 or comparable governing body in question.

CODE. The "Code" is the Internal Revenue Code of 1986, as amended. Any reference
to a specific provision of the Code includes a reference to such provision, any
valid ruling, regulation or authoritative pronouncement promulgated thereunder
and any provision of future law that amends, supplements or supersedes the
provision.

COMMITTEE. The "Committee" is the administrative committee described in Section
12.2.

                                       51


COMPANY. The "Company" is Nash Finch Company or any successor thereto.

COMPUTATION PERIOD.  "Computation Period" is defined in Section 10.1.

EFFECTIVE DATE. The "Effective Date" of the Plan is January 2, 1966.

ELIGIBLE EARNINGS.

     (a)  Subject to Subsection (b), the "Eligible Earnings" of a Participant
          from a Participating Employer for any Plan Year is the total of all
          compensation paid to the Participant by the Participating Employer for
          the portion of the Plan Year during which he or she is a Qualified
          Employee of the Participating Employer, increased by the amount of the
          Participant's 401(k) Contributions for the period and reductions
          experienced by the Participant for the period pursuant to any
          cafeteria plan maintained by the Participating Employer pursuant to
          Code section 125 or qualified transportation fringe benefit program
          maintained by the Participating Employer pursuant to Code section
          132(f)(4), to the extent such 401(k) Contributions or reductions are
          not otherwise included in the Participant's income for that Plan Year.

     (b)  In no event will a Participant's Eligible Earnings for any Plan Year
          be taken into account to the extent it exceeds $150,000 (or such
          larger amount as may be permitted for the calendar year during which
          such Plan Year begins under Code section 401(a)(17)).

     (c)  Eligible Earnings do not include: (i) any remuneration not paid in
          cash; (ii) the value of life insurance coverage included in the
          Participant's wages under Code section 79; (iii) any long-term
          disability benefit paid by a third party; (iv) any car allowance or
          moving expense or mileage reimbursement; (v) any educational
          assistance payment; (vi) severance pay; (vii) payments under any
          deferred compensation plan; and (viii) any benefit under any qualified
          or nonqualified stock option or stock purchase plan.

ELIGIBLE ROLLOVER DISTRIBUTION. An "Eligible Rollover Distribution" is any
distribution of all or any portion of the balance to the credit of the
distributee, except that an Eligible Rollover Distribution does not include: any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life expectancies) of the
distributee and the distributee's designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent such distribution is
required under Code section 401(a)(9); the portion of any distribution that is
not includable in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to employer securities); any hardship
distribution described in Code section 401(k)(2)(B)(i)(IV); and any other amount
excepted from the definition of "eligible rollover distribution" by Code section
402(c)(4).

                                       52


EMPLOYEE. An "Employee" is any individual who performs services for an
Affiliated Organization as a common-law employee of the Affiliated Organization.

ERISA. "ERISA" is the Employee Retirement Income Security Act of 1974, as
amended. Any reference to a specific provision of ERISA includes a reference to
such provision, any valid ruling, regulation or authoritative pronouncement
promulgated thereunder and any provision of future law that amends, supplements
or supersedes the provision.

401(k) CONTRIBUTION ACCOUNT. The "401(k) Contribution Account" is the account
established pursuant to Section 4.1(a)(i). Prior to the Restatement Date this
account was called the "pre-tax contribution account."

401(k) CONTRIBUTIONS. "401(k) Contributions" means contributions made by
Participants pursuant to Section 3.1. Prior to the Restatement Date these
contributions were called "pre-tax contributions."

FUND. The "Fund" is the total of all of the assets of every kind and nature,
both principal and income, held in the Trust at any particular time or, if the
context so requires, one or more of the investment funds described in Section
5.1.

HIGHLY COMPENSATED EMPLOYEE.

     (a)  A "Highly Compensated Employee" for any Plan Year is any employee who:

          (i)  at any time during such Plan Year or the 12-month period
               preceding such Plan Year, owns or owned (or is considered as
               owning or having owned within the meaning of Code section 318)
               more than five percent of the outstanding stock of an Affiliated
               Organization or stock possessing more than five percent of the
               total combined voting power of all outstanding stock of an
               Affiliated Organization; or

          (ii) during the 12-month period preceding such Plan Year, received
               compensation in excess of $80,000 (or such dollar amount,
               adjusted to reflect increases in the cost of living, as in effect
               under Code section 414(q)(1)(B) for the calendar year during
               which the Plan Year in question begins).

     (b)  For purposes of this section:

          (i)  an "employee" is any individual (other than an individual who is
               a nonresident alien who receives no earned income (within the
               meaning of Code section 911(d)(2)) from an Affiliated
               Organization that constitutes income from sources within the
               United States (within the meaning of Code section 861(a)(3)))
               who, during the Plan Year for which the determination is being
               made, performs services for an Affiliated Organization as

                                       53


               (1)  a common-law employee,

               (2)  an employee pursuant to Code section 401(c)(1) or

               (3)  a Leased Employee; and

          (ii)  "compensation" for any period means an employee's Section 415
                Wages for the period.

          (iii) A former employee of an Affiliated Organization shall be treated
                as a former Highly Compensated Employee of the Affiliated
                Organization if the former employee was a Highly Compensated
                Employee of the Affiliated Organization when the former employee
                incurred a Termination of Employment or the former employee was
                a Highly Compensated Employee of the Affiliated Organization at
                any time after attaining age 55. The determination of who is a
                former Highly Compensated Employee is based on the rules
                applicable to determining Highly Compensated Employee status as
                in effect for that determination year in accordance with Section
                1.414(q)-1T, Q&A-4 of the Temporary Income Tax Regulations and
                Notice 97-45 or later guidance under the Code.

HOUR OF ACTIVE SERVICE. An "Hour of Active Service" is an hour for which the
Employee is paid, or entitled to payment, for the performance of duties for an
Affiliated Organization.

HOUR OF SERVICE. An "Hour of Service" shall have the meaning assigned to it in
Section 10.6.

LEASED EMPLOYEE. A "Leased Employee" is any individual (other than an Employee)
who provides services for an Affiliated Organization (or for an Affiliated
Organization and "related persons" within the meaning of Code section
144(a)(3)):

     (a)  pursuant to an agreement between an Affiliated Organization and any
          other person;

     (b)  under the Affiliated Organization's primary direction and control; and

     (c)  on a substantially full-time basis for a period of at least one year.

ONE-YEAR BREAK IN SERVICE. "One-Year Break in Service" is defined in Section
10.3.

PARTICIPANT. A "Participant" is a current or former Qualified Employee who has
entered the Plan pursuant to the provisions of Article 2 and who has not ceased
to be a Participant pursuant to the provisions of Section 2.9.

PARTICIPATING EMPLOYER. A "Participating Employer" is the Company and any other
Affiliated Organization that has adopted the Plan, or all of them collectively,
as the context requires, and their respective successors. An Affiliated
Organization will cease to be a Participating Employer

                                       54


upon a termination of the Plan as to its Qualified Employees or upon its ceasing
to be an Affiliated Organization.

PLAN. The "Plan" is that set forth in this instrument as it may be amended from
time to time.

PLAN RULE. A "Plan Rule" is a rule, policy, practice or procedure adopted by the
Administrator.

PLAN YEAR. A "Plan Year" is the 12-month period beginning on each January 1 and
ending on the first following December 31.

PROFIT SHARING CONTRIBUTION ACCOUNT. The "Profit Sharing Contribution Account"
is the account established pursuant to Section 4.1(a)(ii).

PROFIT SHARING CONTRIBUTIONS. "Profit Sharing Contributions" means contributions
made by the Participating Employers on behalf of Participants pursuant to
Section 3.2. or 3.4.

QUALIFIED EMPLOYEE.

     (a)  Except as provided in Subsection (b), a "Qualified Employee" is an
          Employee who performs services for a Participating Employer as an
          employee of the Participating Employer (as classified by the
          Participating Employer at the time the services are performed without
          regard to any subsequent reclassification).

     (b)  An Employee who would otherwise be a Qualified Employee is not a
          Qualified Employee if he or she:

          (i)  is a nonresident alien who receives no earned income (within the
               meaning of Code section 911(d)(2) from a Participating Employer
               that constitutes income from sources within the United States
               (within the meaning of Code section 861(a)(3)); or

          (ii) is covered by a collective bargaining agreement, for whom
               retirement benefits were the subject of good faith bargaining
               between such person's representative and a Participating
               Employer, and is not, as a result of such bargaining,
               specifically covered by this Plan.

          For Plan Years beginning after 1997, any individual who performs
          services for Bellefontaine IGA Federal Credit Union as a common-law
          employee is not a Qualified Employee and the Accounts of any
          Participant who is an employee of Bellefontaine IGA Federal Credit
          Union will be treated in the same manner as if the employee
          transferred employment to an Affiliated Organization that had not
          adopted the Plan.

     (c)  An individual who is classified by a Participating Employer as an
          independent contractor, Leased Employee or as any other status in
          which the individual is not classified by the Participating Employer
          as an employee of the Participating Employer at the time services are
          performed is not a Qualified Employee. No

                                       55


          judicial or administrative reclassification, or reclassification by
          the Participating Employer, will be applied to grant retroactive
          eligibility to any individual under the Plan.

RESTATEMENT DATE. The "Restatement Date" of the Plan is January 1, 2001, or such
earlier date as specified in the Addendum.

ROLLOVER ACCOUNT. The "Rollover Account" is the account established pursuant to
Section 4.1(a)(iii).

SECTION 415 WAGES.

     (a)  An individual's "Section 415 Wages" for any period is his or her
          "compensation," within the meaning of Code section 415(c)(3) and
          Treasury Regulations thereunder, for the period from all Affiliated
          Organizations.

     (b)  The Administrator may, for any period, determine the items of
          remuneration that, in accordance with Treasury Regulations, will be
          included in Section 415 Wages for such period; provided that for each
          purpose under this Plan, the Administrator's determination will be
          uniform throughout any period.

     (c)  An individual's "Section 415 Wages" for any period shall include any
          elective contributions pursuant to a qualified cash or deferred
          arrangement, otherwise payable to the individual by an Affiliated
          Organization, and any other amount that are not includable in an
          individual's gross income by reason of Code sections 125, 132(f)(4),
          or 457.

TERMINATION OF EMPLOYMENT.

     (a)  For purposes of the Plan, a Participant will be deemed to have
          terminated employment only if he or she dies, becomes Disabled or has
          a "separation from service," within the meaning of Code Section
          401(k)(2)(B)(i)(I). Neither transfer of employment among Affiliated
          Organizations nor absence from active service by reason of disability
          leave, other than in connection with a Participant becoming Disabled,
          or any other leave of absence will constitute a Termination of
          Employment.

     (b)  A Participant who, in conjunction with a disposition by an Affiliated
          Organization of its interest in a subsidiary, within the meaning of
          Code section 401(k)(10)(A)(iii), continues employment with the
          subsidiary, will be considered to have terminated employment if the
          applicable conditions specified in Treasury Regulations under Code
          section 401(k)(10) are satisfied.

     (c)  A Participant who, in conjunction with a disposition by an Affiliated
          Organization of substantially all of the assets used by the Affiliated
          Organization in a trade or business of the Affiliated Organization,
          within the meaning of Code section

                                       56


          401(k)(10)(A)(ii), transfers employment to the corporation acquiring
          the assets, will be considered to have terminated employment if the
          applicable conditions specified in Treasury Regulations under Code
          section 401(k)(10) are satisfied.

     (d)  A Participant who, in conjunction with a disposition by an Affiliated
          Organization of his or her interest in a subsidiary, continues
          employment with the subsidiary or in conjunction with a disposition by
          an Affiliated Organization of substantially all of the assets used by
          the Affiliated Organization in a trade or business of the Affiliated
          Organization, transfers employment to the acquiror of such assets,
          will be considered to have not terminated employment if the applicable
          conditions specified in Treasury Regulations under Code section
          401(k)(10)(A) are not satisfied. If a Participant is considered to
          have not terminated employment as a result of this subsection, this
          subsection will continue to apply in the event of any subsequent
          transfer of employment in conjunction with the disposition of all or
          any portion of a business operation of the initial acquiror or any
          subsequent acquirors that would not otherwise entitle the Participant
          to a distribution under Subsection (b) or (c).

TESTING WAGES.

     (a)  An individual's "Testing Wages" for any Plan Year is his or her
          Section-415 Wages for that Plan Year.

     (b)  Notwithstanding Subsection (a), in no event will a person's Testing
          Wages for any Plan Year be taken into account to the extent it exceeds
          $150,000 (or such other larger amount as may be permitted for the
          calendar year during which such Plan Year begins under Code section
          401(a)(17)).

     (c)  The Administrator may, for any Plan Year, adopt any alternative
          definition of Testing Wages that complies with Code section 414(s) and
          Treasury Regulations thereunder; provided, that for each purpose under
          this Plan, the definition so adopted will be uniform throughout any
          Plan Year.

TREASURY REGULATIONS. "Treasury Regulations" mean regulations, rulings, notices
and other promulgations issued under the authority of the Secretary of the
Treasury that apply to, or may be relied upon in the administration of, this
Plan.

TRUST. The "Trust" is that created for purposes of implementing benefits under
the Plan.

TRUSTEE. The "Trustee" is the corporation and/or individual or individuals who
from time to time is or are the duly appointed and acting trustee or trustees of
the Trust.

YEAR OF SERVICE. "Year of Service" is defined in Section 10.2.

                                       57


                               NASH FINCH COMPANY
                               PROFIT SHARING PLAN
                                  2001 REVISION

                                    ADDENDUM

                             SPECIAL EFFECTIVE DATES

The following Plan provisions are effective prior to the Restatement Date:

DEFINITIONS

Effective on or after January 1, 1999, the definition of "Eligible Earnings" in
Section 14.2 of the Plan shall include elective amounts that are not includable
in the gross income of the Employee by reason of Code section 132(f)(4).

The definition of "Eligible Rollover Distribution" in Section 14.2 of the Plan
is effective for Plan Years beginning on or after January 1, 1999.

The definition of "Highly Compensated Employee" in Section 14.2 of the Plan is
effective for Plan Years beginning on or after January 1, 1997.

The definition of "Leased Employee" in Section 14.2 of the Plan is effective for
Plan Years beginning on or after January 1, 1997.

The definition of "Section 415 Wages" in Section 14.2 of the Plan is generally
effective for Plan Years beginning on and after January 1, 1998.

ADP TESTING

The actual deferral percentage test under Section 9.2(a)(i) was applied using
the prior year testing method for the following Plan Years: 1997, 1998, 1999 and
2000.

Section 9.2(d) of the Plan regarding return of excess elective contributions is
effective as of January 1, 1997.

Section 9.2(f) of the Plan regarding the nondiscrimination early participation
rule is effective as of January 1, 1999.

AGGREGATE DEFINED CONTRIBUTION/DEFINED BENEFIT LIMITATIONS

The annual additions limitation for an individual who is a participant in both a
defined benefit plan and a defined contribution plan maintained by the same
Participating Employer, as described in Code section 415(e), ceased to be
effective under the Plan for limitation years beginning after December-31, 1999.

                                       A-1


HIGHLY COMPENSATED EMPLOYEES DETERMINATIONS

LOOK BACK YEAR ELECTIONS. Prior to the Restatement Date, the Plan was
administered in accordance with the following look back year election:

Calendar year beginning with the preceding Plan Year for the 1997, 1998, and
1999 Plan Years.

                                       A-2


                               NASH FINCH COMPANY
                               PROFIT SHARING PLAN

                                    EXHIBIT A

                     SPECIAL PROVISIONS APPLICABLE TO FORMER
            PARTICIPANTS IN THE THOMAS & HOWARD COMPANY, INCORPORATED
             AND AFFILIATED EMPLOYERS PROFIT-SHARING PLAN AND TRUST

Effective as of January 1, 1987, the Thomas & Howard Company, Incorporated and
Affiliated Employers Profit-Sharing Plan and Trust, as separately adopted and
applied to Thomas & Howard Company of Hickory, Inc., T & H Service
Merchandisers, Inc., Thomas & Howard Company of Rocky Mount, Inc. and Virginia
Foods of Bluefield, Inc. ("Thomas & Howard Plan"), was amended by way of
adoption of the Plan. For purposes of applying the provisions of the Plan to the
participation of participants in the Thomas & Howard Plan prior to January 1987
("Thomas & Howard Participants") from and after January 1987, and to the assets
and liabilities attributable to contributions made by and on behalf of Thomas &
Howard Participants, the terms of this Exhibit A control to the extent such
terms are inconsistent with the remaining provisions of the Plan.

(1)  A separate account will be maintained for each Thomas & Howard Participant
     with respect to assets and liabilities of the Trust Fund attributable to
     contributions made on his or her behalf under the Thomas & Howard Plan for
     Plan Years beginning prior to January 1, 1987.

(2)  A Thomas & Howard Participant will acquire a vested, nonforfeitable
     interest in his or her separate account established pursuant to paragraph
     (1) above, in accordance with the following rules.

     (a)  Such a Participant will acquire a fully vested interest in such
          separate account upon attaining age 65 or upon his or her death or
          becoming totally and permanently disabled (unable to continue his or
          her usual and customary employment with the Affiliated Organizations,
          as determined by a physician selected by the Administrator) prior to
          his or her termination of employment.

     (b)  (i) Upon such a Participant's termination of employment in
          circumstances other than those described in clause (a) above, the
          Participant will acquire a vested interest in such separate account to
          the extent set forth in the following schedule:

                                  Exhibit A-1




            YEARS OF SERVICE          EXTENT OF VESTED INTEREST
                                                 
            Less than 3                               0%
                  3                                  20%
                  4                                  40%
                  5                                  60%
                  6                                  80%
              7 or more                             100%


     (ii)  For purpose of applying the foregoing schedule, the number of such
           Participant's Years of Service is the sum of:

          (A)  The number of years of service that he or she had completed under
               the Thomas & Howard Plan as of the last day of the Plan Year
               ending prior to December 31, 1986; plus

          (B)  One year, if he or she completes at least 1,000 Hours of Service
               during the 12-month period that begins on the first day of the
               most recent Plan Year that commences prior to January 1987; plus

          (C)  The number of Plan Years, commencing with the Plan Year that
               begins on January 1, 1987, during each of which he or she
               completes at least 1,000 Hours of Service.

     (iii) Following a Participant's termination of employment, prior to its
           forfeiture and reallocation in accordance with the next sentence, the
           nonvested portion of a Participant's separate account will be
           invested in accordance with the Plan Rules. The nonvested portion of
           such a Participant's separate account will be forfeited upon his or
           her incurring five consecutive One-Year Breaks in Service (determined
           on the basis of Plan Year computation periods) following his or her
           termination of employment. Such forfeited amount will be reallocated,
           as of the last day of the Plan Year during which such forfeiture
           occurred, among the separate accounts of those Thomas & Howard
           Participants who, as of the last day of such Plan Year, were employed
           as Qualified Employees of the Participating Employer with whom the
           terminating Participant was last employed. Each such Participant's
           allocated share of such forfeiture will bear the same ratio to the
           total amount of such forfeiture as such Participant's Eligible
           Earnings for such Plan Year bears to the total amount of Eligible
           Earnings of all such Participants who are eligible to share in such
           forfeiture allocation.

     (c)  Such a Participant will, at all times, have a fully vested interest in
any Rollover Account established under the Thomas & Howard Plan on his or her
behalf.

                                  Exhibit A-2


(3)  Appointments of beneficiaries to receive the undistributed portion of such
separate account following the death of a Thomas & Howard Participant will be
made in accordance with the provisions of Section 8.2.

(4)  Distribution of such separate account following a Thomas & Howard
Participant's termination of employment or attainment of age 70 1/2 will be made
in accordance with the provisions of Article 8.

                                  Exhibit A-3


                               NASH FINCH COMPANY
                              PROFIT SHARING PLAN

                                    EXHIBIT B

             SPECIAL PROVISIONS APPLICABLE TO FORMER PARTICIPANTS IN
             THE TIMBERLAKE GROCERY COMPANY OF MACON PROFIT SHARING
                                 PLAN AND TRUST.

Effective as of January 1, 1991, the Timberlake Grocery Company of Macon Profit
Sharing Plan and Trust ("Timberlake Plan") maintained by the Timberlake Grocery
Company of Macon ("Timberlake") was merged into the Nash Finch Company Profit
Sharing Plan. All benefits accrued and unpaid under the Timberlake Plan as of
the date of the merger were transferred to this Plan. Notwithstanding anything
in this Plan to the contrary, the following provisions of this Exhibit B apply
to former participants in the Timberlake Plan and to the benefits transferred
from the Timberlake Plan on behalf of such former participants:

(1)  Separate accounts will be maintained for Timberlake Plan participants with
     respect to assets and liabilities of the Trust Fund attributable to amounts
     transferred from the Timberlake Plan. More than one separate account may be
     established if required by the Plan or if considered advisable by the Plan
     Administrator.

(2)  Former Timberlake Plan participants for whom a separate account is
     established pursuant to paragraph (1) above will at all times be fully
     vested in the amounts held in such accounts to the extent attributable to
     the participant's Basic Contribution Account and Rollover Account under the
     Timberlake Plan. Any other amounts held in such accounts on behalf of a
     former Timberlake Plan participant will become vested in accordance with
     the following rules:

     (a)  Full vesting will occur upon the participant's death, Disability or
          Retirement. Whether Disability or Retirement has occurred will be
          determined under the terms of the Timberlake Plan as in effect
          immediately prior to the merger.

     (b)  In all other cases, vesting will be determined according to the
          following schedule:



                      YEARS OF SERVICE                         VESTED PERCENTAGE
                                                                   
                 Less than 3 years                                      0%
                 3 years but less than 4                               20%
                 4 years but less than 5                               40%
                 5 years but less than 6                               60%
                 6 years but less than 7                               80%
                 7 years or more                                      100%


                                  Exhibit B-1


          For purposes of applying this schedule, a Participant's Years of
          Service will be the sum of the following:

          (i)  the participant's full years of service under the Timberlake Plan
               as of December 31, 1990, plus

          (ii) One Year of Service if the participant would have been credited
               with a year of service under the Timberlake Plan for a 12-month
               period beginning after January 1, 1991 and on or before December
               31, 1991 had the merger not occurred;

         (iii) the number of the participant's Years of Service for service on
               and after January 1, 1991 determined in accordance with the terms
               of the Plan.

     (c)  In the case of a former Timberlake Plan participant whose unvested
benefits are transferred to the Plan and who thereafter receives, not later than
the last day of the second Plan Year following the Plan Year during which he or
she terminates employment, a distribution of his or her entire vested account
balance under the Plan, the unvested portion of the participant's separate
account will, as of the last day of the Plan Year during which such distribution
occurs, be forfeited and be used to reduce the amount of the Profit Sharing
Contributions for such Plan Year of the Participating Employer with whom he
or she was last employed and, to the extent not so used, for subsequent Plan
Years; provided that, if such participant (i) received a distribution of less
than the entire balance of his or her separate account, (ii) resumes
employment with a Participating Employer as a Qualified Employee, and (iii)
repays to the Trustee the full amount distributed from his or her separate
account before the earlier of five years following the date of his or her
reemployment with the Participating Employer as a Qualified Employee, or the
date on which he or she incurs five consecutive One-Year Breaks in Service,
then the amount of any forfeitures will be restored by the Participating
Employer to his or her separate account, unadjusted for any change in value
occurring after the distribution. Such restoration will be made from
forfeitures that arise for the Plan Year for which such restoration is to be
made. To the extent such forfeitures are insufficient for such purpose, the
Participating Employer will contribute an amount sufficient to restore such
separate accounts.

     (d)  Except as otherwise provided in subparagraph (c), the unvested portion
of a former Timberlake Plan participant's separate account will be held in
the account following the participant's termination of employment until he or
she incurs five consecutive One-Year Breaks in Service, at which time such
portion will be forfeited and used to reduce the amount of the Profit Sharing
Contribution of the Participating Employer with whom the participant was last
employed for the Plan Year during which such forfeiture occurs and, to the
extent not so used, for succeeding Plan Years.

     (e)  Notwithstanding anything in this paragraph (2) to the contrary, all
amounts held on behalf of a former Timberlake Plan participant whose unvested
benefits were forfeited prior to the plan merger and whose forfeited benefits
have not been restored to his or her

                                  Exhibit B-2


          separate account, will be fully vested. If such a participant is
          reemployed by an Employer as an Employee prior to incurring five
          consecutive One-Year Breaks in Service, the amount forfeited prior to
          the merger will be restored as follows:

          (i)   If the former Timberlake Plan participant received a
                distribution of his or her entire vested balance attributable to
                the Timberlake Plan not later than the last day of the second
                Plan Year following the Plan Year during which his or her
                employment terminated, the amount forfeited will be restored
                only if such participant repays to the Plan the full amount
                distributed before the earlier of five years following the date
                of his or her reemployment with a Participating Employer as a
                Qualified Employee, or the date on which he or she incurs five
                consecutive One-Year Breaks in Service.

          (ii)  If clause (i) does not apply, the amount forfeited will be
                restored upon such participant's completion of a Year of
                Service. No repayment to the Plan is required.

          (iii) Restoration of accounts pursuant to (i) or (ii) above will be
                done in a manner similar to the manner described in subparagraph
                (c).

     (f)  If amounts forfeited by a former Timberlake Plan participant are
     restored to such participant's separate account pursuant to subparagraph
     (e)(ii), or the unvested portion of a participant's separate account is
     being held pursuant to subparagraph (d), and such participant is not fully
     vested at the time of his or her subsequent termination, his or her vested
     interest in the portion of his separate account subject to vesting will not
     be less than the amount "X" determined by the formula: X = P (AB + (RxD)) -
     (RxD), where P is his or her vested percentage at the time of
     determination; AB is the value of the relevant portion of his or her
     separate account at the time of determination; D is the amount previously
     distributed; and R is the ratio of the relevant portion of the separate
     account at the time of determination, to such portion of the account
     immediately following the distribution.

(3)  Appointments of beneficiaries to receive the undistributed portion of such
separate accounts will be made in accordance with Section 8.2.

(4)  Distribution of such separate account following a former Timberlake Plan
participant's termination of employment or attainment of age 70 1/2 will be made
in accordance with the provisions of Article 8.

(5)  Former Timberlake Plan participants may make withdrawals from the portion
of a separate account established pursuant to paragraph (1) above that is
attributable to basic contributions under the Timberlake Plan, subject to the
following:

     (a)  Such participants may withdraw all or any portion of the withdrawable
     assets in their separate accounts at any time after attaining age 59 1/2 .

                                  Exhibit B-3


     (b)  Prior to age 59 1/2 , withdrawals will be permitted only for an
     immediate and heavy financial need of the participant for which funds are
     not reasonably available from other resources of the participant. If
     approved by the Administrator, such withdrawal will equal the lesser of (i)
     the amount required to be distributed to meet the need created by the
     hardship, (ii) the participant's basic contributions under the Timberlake
     Plan (less any amounts previously withdrawn by the participant, whether
     before or after the merger). The circumstances which may warrant approval
     of a participant's application for a hardship withdrawal are:

          (i)   Educational expenses for undergraduate education for the
                participant or his or her dependents;

          (ii)  Medical expenses (to the extent not otherwise reimbursed under
                any other medical care programs) incurred by the participant or
                his or her dependents;

          (iii) Expenses for the purchase of a principal residence or major
                alteration thereto; or

          (iv)  Such other circumstances as the Administrator may determine to
                be within the intent of this section and permitted under Code
                section 401(k).

     The determination of the existence of financial hardship and the amount
     required to be distributed to meet the need created by the hardship must be
     made in a uniform and non-discriminatory manner.

     (c)  No more than one withdrawal under subparagraph (a) and one hardship
     withdrawal under subparagraph (b) will be permitted during any 12-month
     period.

                                   Exhibit B-4


                               NASH FINCH COMPANY
                               PROFIT SHARING PLAN

                                    EXHIBIT C

             SPECIAL RULES APPLICABLE TO CERTAIN FORMER PARTICIPANTS
            IN THE SUPER FOOD SERVICES, INC. 401(k) SAVINGS PLAN AND
     PRE-ACQUISITION SERVICE CREDIT FOR SUPER FOOD SERVICES, INC. EMPLOYEES

This exhibit sets forth special rules applicable to Participants whose account
balances under the Super Food Services, Inc. 401(k) Savings Plan (the "Super
Food Plan") were transferred to the Trust in connection with the merger of the
Super Food Plan with and into the Plan effective as of March 31, 1997 (the
"Merger"). For purposes of this exhibit, such a Participant is referred to as a
"Super Food Participant." This exhibit also sets forth pre-acquisition service
provisions applicable to certain former employees of Super Food Services, Inc.

1.   ACCOUNTS. The balance of a Super Food Participant's accounts under the
Super Food Plan will be transferred to Accounts under the Plan as follows:

     (a)  The balance of the Super Food Participant's "before-tax contributions
account" under the Super Food Plan, if any, will be transferred to his or her
401(k) Contribution Account; and

     (b)  The balance of the Super Food Participant's "rollover account" under
the Super Food Plan, if any, will be transferred to his or her Rollover Account.

2.   LOANS. Any loan outstanding under the Super Food Plan at the time of the
Merger will remain outstanding under the Plan in accordance with the terms of
such loan. No new loans will be made or permitted on or after the date of the
Merger.

3.   PRIOR ACTIONS. Beneficiary designations and related spousal consents made
pursuant to the Super Food Plan prior to the Merger and in effect as of the date
of the Merger will remain in effect for purposes of the Plan until revoked or
withdrawn or otherwise made void pursuant to the terms of the Plan.

4.   SERVICE CREDIT. Service completed as an employee of Super Food Services,
Inc., or any wholly owned subsidiary thereof after it became a wholly owned
subsidiary, prior to the date on which Super Food Services, Inc. became an
Affiliated Organization, will be taken into account under the Plan for all
purposes in accordance with the provisions of Article 10 but only with respect
to any individual who was an Employee on January 1, 1998.

                                  Exhibit C-1


                               NASH FINCH COMPANY
                               PROFIT SHARING PLAN

                                    EXHIBIT D

                SPECIAL PROVISIONS APPLICABLE TO THE ADOPTION OF
                 THE PLAN BY ERICKSON'S DIVERSIFIED CORPORATION

This Exhibit D sets forth special provisions of the Plan applicable to the
adoption of the Plan by Erickson's Diversified Corporation ("Erickson's")
effective as of December 31, 1999.

1.   ELIGIBILITY. (A) Notwithstanding Section 2.1(b)(iii) of the Plan, a
     Qualified Employee of Erickson's on December 31, 1999 who was a participant
     in the Erickson's Diversified Corporation Profit Sharing Plan on December
     31, 1999 is eligible to participate in the Plan for the purpose specified
     in Section 2.1(b)(iii) of the Plan as of December 31, 1999.

          (B) Notwithstanding Sections 2.1(b) and 2.5(a) of the Plan, if a
     Qualified Employee of Erickson's transfers employment to the Company after
     the date on which Erickson's became an Affiliated Organization and before
     January 1, 2000, then

               (1) if the Qualified Employee was a participant in the Erickson's
          Diversified Corporation 401(k) Plan immediately before the transfer,
          he or she will be eligible to participate in the Plan for the purpose
          specified in Section 2.1(b)(ii) of the Plan as of the date on which he
          or she first performs an Hour of Active Service, and

               (2) if the Qualified Employee was a participant in the Erickson's
          Diversified Corporation Profit Sharing Plan immediately before the
          transfer, he or she will be eligible to participate in the Plan for
          the purpose specified at Section 2.1(b)(iii) of the Plan as of the
          date on which he or she first performs an Hour of Active Service.

2.   SERVICE CREDIT. For any Employee of Erickson's on the date on which
     Erickson's became an Affiliated Organization, the Employee's service with
     Erickson's prior to that date will be taken into account, in accordance
     with Article 10 of the Plan, in determining his or her Years of Service for
     the purpose of Section 2.1(b)(iii) of the Plan and for the purpose of
     determining whether he or she completes at least 1000 Hours of Service
     during the 1999 Plan Year for the purpose of Section 3.2(b)(iii) of the
     Plan.

3.   1999 PROFIT SHARING CONTRIBUTION. If Erickson's makes a Profit Sharing
     Contribution for the 1999 Plan Year, in allocating the contribution
     pursuant to Section 3.2(C) of the Plan, an eligible Participant's Eligible
     Earnings will be deemed to be his or her Eligible Earnings from Erickson's
     for the period beginning on June 1, 1999 and ending on December 31, 1999;
     provided, that the limitation on Eligible Earnings will be equal to the
     limitation in effect for the 1999 Plan Year multiplied by a fraction, the
     numerator of which is seven and the denominator of which is 12.

                                  Exhibit D-1


                               NASH FINCH COMPANY
                               PROFIT SHARING PLAN

                                    EXHIBIT E

                SPECIAL PROVISIONS APPLICABLE TO THE ADOPTION OF
                   THE PLAN BY HINKY DINKY SUPERMARKETS, INC.

This Exhibit E sets forth special provisions of the Plan applicable to the
adoption of the Plan by Hinky Dinky Supermarkets, Inc. ("HDSI") effective as of
January 31, 2000.

1.   SERVICE CREDIT. Service completed as an employee with HDSI or Hinky Dinky
     Auburn, L.L.C., Hinky Dinky Beatrice, L.L.C., H.D. Crete, L.L.C., Hinky
     Dinky Falls City, L.L.C., Hinky Dinky Holdrege, L.L.C., Hinky Dinky
     Leavenworth, L.L.C., Hinky Dinky Lincoln #9, L.L.C., Hinky Dinky Lincoln
     #11, L.L.C., Hinky Dinky McCook, L.L.C., Hinky Dinky O'Neill, L.L.C. and
     Hinky Dinky Wahoo-Seward, L.L.C. prior to the date on which HDSI became an
     Affiliated Organization, will be taken into account under the Plan for all
     purposes in accordance with the provisions of Article 10 but only with
     respect to any individual who was an Employee on January 31, 2000.

2.   ENTRY DATES. A Qualified Employee who is entitled to prior service credit
     pursuant to this Exhibit E will become eligible to participate in the Plan
     as follows:

     -    For the purpose of having a rollover or transfer made on his or her
          behalf pursuant to Section 3.3, on January 31, 2000;

     -    For the purpose of having 401(k) Contributions made on his or her
          behalf pursuant to Section 3.1, on (a) January 31, 2000 if the
          Qualified Employee was a participant in the Hinky Dinky Supermarkets,
          Inc. 401(k) Profit Sharing Plan on January 31, 2000 or (b) the last
          day of the three-month period that begins on the day on which he or
          she first completes an Hour of Active Service; and

     -    For the purpose of being eligible to share in the allocation of Profit
          Sharing Contributions made pursuant to Section 3.2, on the later of
          (a) April 1, 2000 and (b) the first day of the calendar quarter that
          falls on or next follows the last day of the Computation Period during
          which he or she first completes two Years of Service.

                                  Exhibit E-1

EX-10.4

                               NASH-FINCH COMPANY
                               PROFIT SHARING PLAN
                                  2001 REVISION

                         FIRST DECLARATION OF AMENDMENT

Pursuant to the retained power of amendment contained in Section 11.2 of the
instrument entitled "Nash-Finch Company Profit Sharing Plan--2001 Revision," the
undersigned hereby amends the said instrument in the manner described below.

1.   Section 14.2 is amended to add a definition of "Disabled" that reads as
     follows:

     "DISABLED. A Participant will be considered "Disabled" only if:

            (a)   in the case of a Participant who is participating in the
                  Company's long-term disability plan, he or she is receiving
                  benefits under the plan, or

            (b)   in the case of any other Participant, he or she is certified
                  as being disabled by the Social Security Administration and is
                  receiving disability benefits under the disability provisions
                  of the Social Security Act."

2.   The definition of Section 415 Wages in the Special Effective Dates
     Addendum is amended to read as follows:

     "The definition of "Section 415 Wages" in Section 14.2 of the Plan is
     generally effective for Plan Years beginning on and after January 1, 1998.
     Effective for Plan Years beginning on or after January 1, 2001, the
     definition of "Section 415 Wages" shall include elective amounts that are
     not includable in the gross income of the Employee by reason of Code
     section 132(f)(4)."

3.   A new Exhibit F is added thereto in the form attached hereto.

The amendments set forth at items 1 and 2 above are effective as of January 1,
2001. The amendment set forth at item 3 above is effective as of January 1,
2002.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by
its duly authorized officers this 15th day of February, 2002.

                                                       NASH FINCH COMPANY


Attest: /s/ NORMAN R. SOLAND                           By:  /s/ RON MARSHALL
       ---------------------------------                    --------------------
        Secretary                                           President




                               NASH FINCH COMPANY
                               PROFIT SHARING PLAN

                                    EXHIBIT F

                SPECIAL PROVISIONS APPLICABLE TO THE ADOPTION OF
                         THE PLAN BY U SAVE FOODS, INC.

This Exhibit F sets forth special provisions of the Plan applicable to the
adoption of the Plan by U Save Foods, Inc. ("U Save") effective as of January 1,
2002.

SERVICE CREDIT. Service completed as an employee with U Save prior to the date
on which U Save became an Affiliated Organization, will be taken into account
under the Plan for all purposes in accordance with the provisions of Article 10
but only with respect to any individual who was an Employee on January 1, 2002.

EX-10.18

                               NASH-FINCH COMPANY
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                     (as amended effective January 1, 2001)

1.   PURPOSE.

         The purpose of this 1999 Employee Stock Purchase Plan (the "Plan") is
to advance the interests of Nash-Finch Company ("the Company") and its
stockholders by providing eligible employees of the Company and its
Participating Subsidiaries with an opportunity to acquire an ownership interest
in the Company through the purchase of Common Stock of the Company on favorable
terms through payroll deductions. The Company intends that the Plan qualify as
an "employee stock purchase plan" under Section 423 of the Code. Accordingly,
provisions of the Plan will be construed so as to extend and limit participation
in a manner consistent with the requirements of Section 423 of the Code.

2.   DEFINITIONS.

         2.1     "BOARD" means the Board of Directors of the Company.

         2.2     "CHANGE IN CONTROL" means an event described in Section 9.1 of
the Plan.

         2.3     "CODE" means the Internal Revenue Code of 1986, as amended.

         2.4     "COMMITTEE" means the group of individuals administering the
Plan, as provided in Section 3 of the Plan.

         2.5     "COMMON STOCK" means the common stock, par value $1.66-2/3 per
share, of the Company, 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.

         2.6     "COMPENSATION" means all gross cash compensation (including
wage, salary, incentive, bonus and overtime earnings) paid by the Company or any
Participating Subsidiary to a Participant, including amounts that would have
constituted compensation but for a Participant's election to defer or reduce
compensation pursuant to any deferred compensation, cafeteria, capital
accumulation or any other similar plan of the Company; provided, however, that
the Committee, in its sole discretion, may expand or limit the amounts that will
be deemed compensation for purposes of the Plan in such manner as it deems
appropriate.

         2.7     "ELIGIBLE EMPLOYEE" means any employee of the Company or a
Participating Subsidiary (other than an employee whose customary employment with
the Company or a Participating Subsidiary is for 20 hours or less per week or
five months or less per calendar year) who, with respect to any Offering Period,
has been continuously employed by the Company or a Participating Subsidiary for
at least three months prior to the Offering Commencement Date for such Offering
Period. With respect to a Subsidiary that has been acquired by the Company and
designated as a Participating Subsidiary or a Subsidiary that is otherwise
subsequently designated by the Committee as a Participating Subsidiary, the
period of employment of employees of such Participating Subsidiary occurring
prior to the time of such acquisition or designation will be included for
purposes of determining whether an employee has been employed for the requisite
period of time under the Plan.

         2.8     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.



         2.9     "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 if the Common Stock is
listed, admitted to unlisted trading privileges or reported on any foreign or
national securities exchange or on the Nasdaq National 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 SmallCap Market, OTC Bulletin Board, 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.

         2.10    "OFFERING COMMENCEMENT DATE" means the first day of an Offering
Period.

         2.11    "OFFERING PERIOD" means any of the offerings to Participants of
Options under the Plan, each continuing for six months, as described in Section
6 of the Plan.

         2.12    "OFFERING TERMINATION DATE" means the last day of an Offering
Period.

         2.13    "OPTION" means a right to purchase shares of Common Stock
granted to a Participant in connection with an Offering Period pursuant to
Section 7 of the Plan

         2.14    "OPTION PRICE" means, with respect to any Offering Period, the
lower of (a) 85% of the Fair Market Value of one share of Common Stock on the
Offering Commencement Date, or (b) 85% of the Fair Market Value of one share of
Common Stock on the Offering Termination Date.

         2.15    "PARTICIPANT" means an Eligible Employee who elects to
participate in the Plan pursuant to Section 5 of the Plan.

         2.16    "PARTICIPATING SUBSIDIARY" means a Subsidiary that has been
designated by the Committee from time to time, in its sole discretion, as a
corporation whose Eligible Employees may participate in the Plan.

         2.17    "SECURITIES ACT" means the Securities Act of 1933, as amended.

         2.18    "SUBSIDIARY" means any subsidiary corporation of the Company
within the meaning of Section 424(f) of the Code.

         2.19    "TERMINATION OF EMPLOYMENT" means a Participant's complete
termination of employment with the Company and all Participating Subsidiaries
for any reason, including death, disability or retirement. In the event that a
Participant is in the employ of a Participating Subsidiary and the Participating
Subsidiary ceases to be a Participating Subsidiary of the Company for any
reason, such event will be deemed a termination of employment unless the
Participant continues in the employ of the Company or another Participating
Subsidiary.

3.   ADMINISTRATION.

         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. Such a
committee, if established, will act by majority approval of the members (but may
also take action with the written

                                        2


consent of all 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 corporate law, 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 Participants 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 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 Option granted under the Plan.

4.   SHARES AVAILABLE FOR ISSUANCE; ADJUSTMENTS FOR CERTAIN EVENTS.

         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 450,000 shares
of Common Stock. If the total number of shares of Common Stock that would
otherwise be issuable upon the exercise of Options granted pursuant to Section 7
of the Plan on any Offering Termination Date exceeds the number of shares then
available for issuance under the Plan, the Committee will make a pro rata
allocation of the shares of Common Stock remaining available for issuance under
the Plan in as uniform and equitable a manner as it deems appropriate.

         4.2 ACCOUNTING FOR OPTIONS. Shares of Common Stock that are issued
under the Plan or that are subject to outstanding Options 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
Option that is terminated unexercised will automatically again become available
for issuance under the Plan.

         4.3 ADJUSTMENTS TO SHARES AND OPTIONS. 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, the number and kind of securities or other property (including
cash) subject to, and the exercise price of, outstanding Options.

5.   PARTICIPATION; PAYROLL DEDUCTIONS.

         5.1 PARTICIPATION. Participation in the Plan is voluntary and is not a
condition of employment. Eligible Employees may elect to participate in the
Plan, beginning with the first Offering Period to commence after such person
becomes an Eligible Employee, by properly completing a subscription agreement
authorizing payroll deductions on the form provided by the Company and filing
the participation form with the Company's Human Resources Department not later
than the 15th day of the month immediately preceding the Offering Commencement
Date of the first Offering Period in which the Participant wishes to
participate. An Eligible who elects to participate with respect to an Offering

                                        3


Period will be deemed to have elected to participate in each subsequent Offering
Period, unless such Participant properly completes and files a notice of
withdrawal form in the manner described in Section 8.1 of the Plan.

         5.2 LIMITATION ON PARTICIPATION. Notwithstanding any provisions of the
Plan to the contrary, an Eligible Employee may not participate in the Plan and
will not be granted an Option under the Plan if, immediately after the grant of
such Option, such Eligible Employee (or any other person whose stock ownership
would be attributed to such Eligible Employee pursuant to Section 424(d) of the
Code) would own stock or options possessing 5% or more of the total combined
voting power or value of all classes of stock of the Company or of its "parent"
or "subsidiary" corporations (within the meaning of Section 424 of the Code).

         5.3 PAYROLL DEDUCTIONS.

             (a)     By completing and filing a participation form, a
         Participant will elect to have payroll deductions made from such
         Participant's total Compensation (in whole percentages from a minimum
         of 1% to a maximum of 15%, or such other minimum or maximum percentages
         as the Committee may from time to time establish) on each payday during
         the time he or she is a Participant in the Plan in such amount as such
         Participant designates on the participation form; provided, however,
         that no Participant's payroll deductions may be less than $10.00 per
         pay period.

             (b)     All payroll deductions authorized by a Participant will be
         credited as of each payday to an account established under the Plan for
         the Participant. Such account will be solely for bookkeeping purposes,
         no separate fund, trust or other segregation of such amounts will be
         established or made and the amounts represented by such account will be
         held as part of the Company's general assets, usable for any corporate
         purpose. A Participant may not make any separate cash payment or
         contribution to such Participant's account. No interest will accrue on
         amounts held in such accounts under the Plan.

             (c)     No increases or decreases in the amount of payroll
         deductions for a Participant may be made during an Offering Period. A
         Participant may increase or decrease the amount of his or her payroll
         deductions under the Plan for subsequent Offering Periods by properly
         completing an amended participation form and filing it with the
         Company's Human Resources Department not less than the 15th day of the
         month immediately preceding the Offering Commencement Date of the
         Offering Period for which such change in payroll deductions is to be
         effective.

             (d)     A Participant may withdraw from participation in the Plan
         at any time as provided in Section 8.1 of the Plan.

6.   OFFERING PERIODS.

         Options to purchase shares of Common Stock will be offered to
Participants under the Plan through a continuous series of Offering Periods,
each continuing for six months, and each of which will commence on January 1 and
July 1 of each year, as the case may be, and will terminate on June 30 and
December 31 of such year, as the case may be.

                                        4


7.   OPTIONS.

         7.1 GRANT OF OPTIONS. With respect to any Offering Period, each
Participant participating in such Offering Period will be granted, by operation
of the Plan on the Offering Commencement Date for such Offering Period, an
Option to purchase (at the Option Price) as many full shares of Common Stock as
such Participant will be able to purchase with the accumulated payroll
deductions credited to such Participant's account during such Offering Period
plus the balance (if any) carried forward from the Participant's payroll
deduction account from the preceding Offering Period.

         7.2 LIMITATIONS ON PURCHASE. Notwithstanding Section 7.1 or any other
provision of the Plan to the contrary, the number of shares of Common Stock that
may be purchased under the Plan will be limited as follows:

             (a)     No Participantmay purchase more than 5,000 shares of Common
         Stock under the Plan in any given Offering Period.

             (b)     No Participant may be granted an Option that permits such
         Participant to purchase Common Stock under the Plan and any other
         "employee stock purchase plans" (within the meaning of Section 423 of
         the Code) of the Company and its Subsidiaries to accrue (i.e., become
         exercisable) at a rate that exceeds $25,000 of Fair Market Value of
         Common Stock (determined at the time such Option is granted) for each
         calendar year in which such Option is outstanding at any time.

         7.3 EXERCISE OF OPTIONS.

             (a)     Unless a Participant withdraws from the Plan as provided in
         Section 8.1 of the Plan, the Participant's Option for the purchase of
         shares of Common Stock granted with respect to an Offering Period will
         be exercised automatically at the Offering Termination Date of such
         Offering Period for the purchase of the number of full shares of Common
         Stock that the accumulated payroll deductions in such Participant's
         account as of such Offering Termination Date will purchase at the
         applicable Option Price.

             (b)     A Participant may only purchase one or more full shares in
         connection with the exercise of an Option granted for any Offering
         Period. The portion of any balance remaining in a Participant's payroll
         deduction account at the close of business on the Offering Termination
         Date of any Offering Period that is less than the purchase price of one
         full share of Common Stock will be carried forward into the
         Participant's payroll deduction account for the following Offering
         Period. In no event, however, will the balance carried forward be equal
         to or greater than the purchase price of one full share of Common Stock
         on the Offering Termination Date of an Offering Period.

             (c)     No Participant (or any person claiming through such
         Participant) will have any interest in any Common Stock subject to an
         Option under the Plan until such Option has been exercised, at which
         point such interest will be limited to the interest of a purchaser of
         the Common Stock purchased upon such exercise pending the delivery of
         such Common Stock.

             (d)     As promptly as practicable after the Offering Termination
         Date of each Offering Period, the Company will issue the shares of
         Common Stock purchased upon exercise of such Participant's Option
         granted for such Offering Period, registered in the name of the
         Participant or, if the Participant so directs on his or her
         Participation Form, in the names of the Participant and his or her
         spouse. The Committee may determine, in its sole discretion, the manner
         of

                                        5


         delivery of shares of Common Stock purchased under the Plan, which may
         be by electronic account entry into new or existing brokerage or other
         accounts, delivery of physical stock certificates or such other means
         as the Committee deems appropriate.

8.   WITHDRAWAL FROM PLAN.

         8.1 VOLUNTARY WITHDRAWAL. A Participant may, at any time on or before
4:30 p.m., Minneapolis, Minnesota time on the 15th day of the last month of an
Offering Period, terminate his or her participation in the Plan and withdraw
all, but not less than all, of the payroll deductions credited to such
Participant's account under the Plan by giving written notice to the Company's
Human Resources Department. Such notice must state that the Participant wishes
to terminate his or her participation in the Plan and request the withdrawal of
all of the Participant's payroll deductions held under the Plan. All of the
Participant's payroll deductions credited to his or her account will be paid to
such Participant as soon as practicable after receipt of the notice of
withdrawal, such Participant's Option for such Offering Period will
automatically be canceled and will no longer be exercisable, and no further
payroll deductions for the purchase of shares of Common Stock under the Plan
will be made.

         8.2 TERMINATION OF EMPLOYMENT.

             (a)     Upon the Termination of Employment of a Participant at any
         time, the payroll deductions credited to such Participant's account
         will be paid to such Participant as soon as practicable after the
         effective date of such Termination of Employment (or, in the case of
         death, to the person or persons entitled thereto under Sections 10 and
         11.3 of the Plan), such Participant's Option for the current Offering
         Period will automatically be canceled and will no longer be
         exercisable, and no further payroll deductions for the purchase of
         shares of Common Stock under the Plan will be made.

             (b)     Unless the Committee otherwise determines in its sole
         discretion, a Participant's employment 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 Participating Subsidiary for which
         the Participant provides employment, as determined by the Committee in
         its sole discretion based upon such records.

         8.3 EFFECT OF WITHDRAWAL. A Participant's withdrawal pursuant to
Section 8.1 of the Plan will not have any effect upon such Participant's
eligibility to participate in a subsequent Offering Period (so long as such
Participant completes and files a new Participation Form pursuant to Section 5
of the Plan) or in any similar plan that may hereafter be adopted by the
Company.

9.   CHANGE IN CONTROL.

         9.1 CHANGE IN  CONTROL.  For  purposes of this  Section 9, a "Change in
Control" of the Company  will mean the following:

             (a)     the sale, lease, exchange or other transfer, directly or
         indirectly, of substantially all of the assets of the Company (in one
         transaction or in a series of related transactions) to any Person (as
         defined below);

             (b)     the approval by the stockholders of the Company of any plan
         or proposal for the liquidation or dissolution of the Company;

                                        6


             (c)     any Person, other than a Bona Fide Underwriter (as defined
         below), becomes after the effective date of the Plan the "beneficial
         owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
         indirectly, of (i) 20% or more, but not more than 50%, of the combined
         voting power of the Company's outstanding securities ordinarily having
         the right to vote at elections of directors, unless the transaction
         resulting in such ownership has been approved in advance by the
         Continuity Directors (as defined below), or (ii) more than 50% of the
         combined voting power of the Company's outstanding securities
         ordinarily having the right to vote at elections of directors
         (regardless of any approval by the Continuity Directors);

             (d)     a merger or consolidation to which the Company is a party
         if the stockholders of the Company immediately prior to effective time
         of such merger or consolidation have, solely on account of ownership of
         securities of the Company at such time, "beneficial ownership" (as
         defined in Rule 13d-3 under the Exchange Act), immediately following
         the effective time of such merger or consolidation, of securities of
         the surviving corporation representing (i) 50% or more, but not more
         than 80%, of the combined voting power of the surviving corporation's
         then outstanding securities ordinarily having the right to vote at
         elections of directors, unless such merger or consolidation has been
         approved in advance by the Continuity Directors, or (ii) less than 50%
         of the combined voting power of the surviving corporation's then
         outstanding securities ordinarily having the right to vote at elections
         of directors (regardless of any approval by the Continuity Directors);
         or

             (e)     the Continuity Directors cease for any reason to constitute
         at least a majority of the Board.

         9.2 CHANGE IN CONTROL DEFINITIONS. For purposes of this Section 9:

             (a)     "Continuity Director" means any individual who was a member
         of the Board on the effective date of the Plan, while he or she is a
         member of the Board, and any individual who subsequently becomes a
         member of the Board whose election, or nomination for election by the
         Company's stockholders, was approved by a vote of at least a majority
         of the directors who are Continuity Directors (either by a specific
         vote or by approval of the proxy statement of the Company in which such
         individual is named as a nominee for director without objection to such
         nomination). For example, assuming that seven individuals comprise the
         entire Board as of the effective date of the Plan, if a majority of
         such individuals approved a proxy statement in which two different
         individuals were nominated to replace two of the individuals who were
         members of the Board as of the effective date of the Plan, these two
         newly elected directors would join the remaining five directors who
         were members of the Board as of the effective date of the Plan as
         Continuity Directors. Similarly, if subsequently a majority of these
         directors approved a proxy statement in which three different
         individuals were nominated to replace three other directors who were
         members of the Board as of the effective date of the Plan, these three
         newly elected directors would also become, along with the other four
         directors, Continuity Directors. Individuals subsequently joining the
         Board could become Continuity Directors under the principles reflected
         in this example.

             (b)     "Bona Fide Underwriter" means a Person engaged in business
         as an underwriter of securities that acquires securities of the Company
         from the Company through such Person's participation in good faith in a
         firm commitment underwriting until the expiration of 40 days after the
         date of such acquisition.

             (c)     "Person" means any individual, corporation, partnership,
         group, association or other "person," as such term is used in Section
         13(d) or Section 14(d) of the Exchange Act, other

                                        7


         than the Company, any affiliate or any benefit plan sponsored by the
         Company or any affiliate. For this purpose, an affiliate is (i) any
         corporation at least a majority of whose outstanding securities
         ordinarily having the right to vote at elections of directors is owned
         directly or indirectly by the Company or (ii) any other form of
         business entity in which the Company, by virtue of a direct or indirect
         ownership interest, has the right to elect a majority of the members of
         such entity's governing body.

         9.3 ADJUSTMENT OF OFFERING PERIOD. Without limiting the authority of
the Committee under Sections 3, 4.3 and 13 of the Plan, if a Change in Control
of the Company occurs, the Committee, in its sole discretion, may (a) accelerate
the Offering Termination Date of the then current Offering Period and provide
for the exercise of Options thereunder by Participants in accordance with
Section 7.3 of the Plan, or (b) accelerate the Offering Termination Date of the
then current Offering Period and provide that all payroll deductions credited to
the accounts of Participants will be paid to Participants as soon as practicable
after such Offering Termination Date and that all Options for such Offering
Period will automatically be canceled and will no longer be exercisable.

10.  DESIGNATION OF BENEFICIARY.

         A Participant may file with the Company's Human Resources Department a
written designation of a beneficiary who is to receive shares of Common Stock
and cash, if any, under the Plan in the event of such Participant's death prior
to delivery of such shares or cash to such Participant. Such designation of
beneficiary may be changed by the Participant at any time by written notice to
the Company's Human Resources Department. In the event of the death of a
Participant in the absence of a valid designation of a beneficiary who is living
at the time of such Participant's death, (a) the Company will deliver such
shares of Common Stock and cash to the executor or administrator of the estate
of the Participant, or (b) if to the Company's knowledge no such executor or
administrator has been appointed, the Company, in its sole discretion, may
deliver such shares of Common Stock and cash to the spouse or to any one or more
dependents or relatives of the Participant or, if no spouse, dependent or
relative is known to the Company, to such other person as the Company may
designate.

11.  RIGHTS OF ELIGIBLE EMPLOYEES AND PARTICIPANTS; TRANSFERABILITY.

         11.1    NO RIGHT TO EMPLOYMENT. Nothing in the Plan will interfere with
or limit in any way the right of the Company or any Participating Subsidiary to
terminate the employment of any Eligible Employee or Participant at any time,
nor confer upon any Eligible Employee or Participant any right to continue in
the employ of the Company or any Participating Subsidiary.

         11.2    RIGHTS AS A SHAREHOLDER. As a holder of an Option under the
Plan, a Participant will have no rights as a shareholder unless and until such
Option is exercised and the Participant becomes the holder of record of shares
of Common Stock. Except as otherwise provided in the Plan, no adjustment will be
made for dividends or distributions with respect to Options 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 sole discretion.

         11.3    RESTRICTIONS ON TRANSFER. Neither payroll deductions credited
to a Participant's account nor any rights with regard to the exercise of an
Option or to receive shares of Common Stock under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution, or as provided in Section 10 of the Plan)
by the Participant. Any such attempt at assignment, transfer, pledge or other
disposition will be without effect, except that the Company may treat such act
as an election to withdraw from the Plan in accordance with Section 8.1 of

                                        8


the Plan. During his or her lifetime, a Participant's Option to purchase shares
of Common Stock under the Plan is exercisable only by such Participant.

12.  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 the Plan, and a Participant may not sell, assign,
transfer or otherwise dispose of shares of Common Stock issued pursuant to
Options 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 that 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.

13.  AMENDMENT OR 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 Options 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 shareholder approval of the amendment is then required pursuant
to Section 423 of the Code or the rules of any stock exchange or Nasdaq or
similar regulatory body. Upon termination of the Plan, the Committee, in its
sole discretion, may take any of the actions described in Section 9.3 of the
Plan.

14.  EFFECTIVE DATE OF PLAN.

         The Plan will be effective as of February 17, 1999, the date it was
adopted by the Board. The Plan will terminate at midnight on December 31, 2008
and may be terminated prior to such time by Board action, and no Option will be
granted after such termination. The Plan has been adopted by the Board subject
to shareholder approval.

15.  MISCELLANEOUS.

         15.1    GOVERNING LAW. 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.

         15.2    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.

                                       9

EX-10.20

                      NON-STATUTORY STOCK OPTION AGREEMENT

     THIS AGREEMENT is entered into and effective as of this 1st day of June,
1998 (the "Date of Grant"), by and between Nash Finch Company (the "Company")
and Ron Marshall (the "Optionee").

     WHEREAS, the Company desires to give the Optionee an inducement to acquire
a proprietary interest in the Company and an added incentive to advance the
interests of the Company by granting to the Optionee an option to purchase
shares of common stock of the Company.

     Accordingly, the parties agree as follows:

ARTICLE 1.  GRANT OF OPTION.

     The Company hereby grants to the Optionee the right, privilege, and option
(the "Option") to purchase Two Hundred Thousand (200,000) shares (the "Option
Shares") of the Company's common stock, $1.66-2/3 par value per share (the
"Common Stock"), according to the terms and subject to the conditions
hereinafter set forth. The Option is not intended to qualify as an "incentive
stock option," as that term is used in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").

ARTICLE 2.  OPTION EXERCISE PRICE.

     The per share price to be paid by Optionee in the event of an exercise of
the Option will be $16.84.

ARTICLE 3.  DURATION OF OPTION AND TIME OF EXERCISE

     3.1 INITIAL PERIOD OF EXERCISABILITY. The Option will become exercisable
with respect to the Option Shares in four (4) installments. The following table
sets forth the initial dates of exercisability of each installment and the
number of Option Shares as to which this Option will become exercisable on such
dates:



                Initial Date of                         Number of Option Shares
                Exercisability                          Available for Exercise
                ---------------                         -----------------------
                                                            
                June 1, 1999                                   50,000
                June 1, 2000                                   50,000
                June 1, 2001                                   50,000
                June 1, 2002                                   50,000


Notwithstanding the foregoing, however, in the event that the Fair Market Value
(as defined in the Company's 1994 Stock Incentive Plan, as amended) of the
Common Stock reaches and remains at or



over $30 per share for 30 consecutive trading days, the Option will become
immediately exercisable with respect to 100,000 Option Shares(or such portion
thereof as shall not then have become exercisable in accordance with the
foregoing table) and if the Fair Market Value of the Common Stock reaches and
remains at or over $40 per share for 30 consecutive trading days, the Option
will become immediately exercisable in full.

The number of Option Shares available for exercise on any date during the term
of this Option shall be equal to the sum of the number of Option Shares having
become exercisable on or prior to such date, less the number of Option Shares
previously exercised. In no event, however, will this Option be exercisable
after, and this Option will become void and expire as to all unexercised Option
Shares at, 4:30 p.m. (Minneapolis, Minnesota time) on May 31, 2007 (the "Time of
Termination").

     3.2 TERMINATION OF EMPLOYMENT OR OTHER SERVICE.

     (a) In the event that the Optionee's employment with the Company and all
Subsidiaries is terminated by reason of the Optionee's death, Disability or
Retirement (as such terms are defined in the Company's 1994 Stock Incentive
Plan, as amended), this Option will become immediately exercisable in full and
will remain exercisable until the earlier of the Time of Termination or one year
after such termination of employment.

     (b) In the event the Optionee's employment with the Company and all
Subsidiaries is terminated for any reason other than death, Disability or
Retirement, all rights of the Optionee under this Agreement will immediately
terminate without notice of any kind, and this Option will no longer be
exercisable; provided, however, that upon the Optionee's termination of
employment with the Company and all Subsidiaries, the Compensation Committee of
the Board of Directors of the Company (the "Committee") may, in its sole
discretion, cause this Option to become or continue to become exercisable and/or
remain exercisable following such termination of employment (but in no event
beyond the Time of Termination).

     3.3 CHANGE IN CONTROL. If any events constituting a Change in Control (as
defined in Section 11.1 of the Company's 1994 Stock Incentive Plan, as amended)
of the Company occur, then, if approved by the Committee in its sole discretion,
this Option will become immediately exercisable in full and will remain
exercisable until the Time of Termination, regardless of whether the Optionee
remains in the employ or service of the Company or any Subsidiary. In addition,
if a Change in Control of the Company occurs, the Committee, in its sole
discretion and without the consent of the Optionee, may determine that the
Optionee will receive, with respect to some or all of the Option Shares, as of
the effective date of any such Change in Control of the Company, cash in an

                                        2


amount equal to the excess of the Fair Market Value of such Option Shares
immediately prior to the effective date of such Change in Control of the Company
over the option exercise price per share of this Option.

ARTICLE 4. MANNER OF OPTION EXERCISE.

     4.1 NOTICE. This Option may be exercised by the Optionee in whole or in
part from time to time, subject to the conditions contained in this Agreement,
by delivery, in person, by facsimile or electronic transmission or through the
mail, to the Company at its principal executive office in Minneapolis, Minnesota
(Attention: Secretary), of a written notice of exercise. Such notice will be in
a form satisfactory to the Committee, will identify the Option, will specify the
number of Option Shares with respect to which the Option is being exercised, and
will be signed by the person or persons so exercising the Option. Such notice
will be accompanied by payment in full of the total purchase price of the Option
Shares purchased. In the event that the Option is being exercised, as provided
by Section 5 below, by any person or persons other than the Optionee, the notice
will be accompanied by appropriate proof of right of such person or persons to
exercise the Option. As soon as practicable after the effective exercise of the
Option, the Optionee will be recorded on the stock transfer books of the Company
as the owner of the Option Shares purchased, and the Company will deliver to the
Optionee one or more duly issued stock certificates evidencing such ownership.

     4.2 PAYMENT. At the time of exercise of this Option, the Optionee will pay
the total purchase price of the Option Shares to be purchased entirely in cash
(including a check, bank draft or money order, payable to the order of the
Company); provided, however, that the Committee, in its sole discretion, may
allow such payment to be made, in whole or in part, by tender of a Broker
Exercise Notice, Previously Acquired Shares, a promissory note or by a
combination of such methods. For purposes of this Agreement, the terms "Broker
Exercise Notice" and "Previously Acquired Shares" will have the meanings set
forth in the Company's 1994 Stock Incentive Plan, as amended. In the event the
Optionee is permitted to pay the total purchase price of this Option in whole or
in part with Previously Acquired Shares, the value of such Previously Acquired
Shares will be equal to their Fair Market Value on the date of exercise of this
Option.

ARTICLE 5.  NONTRANSFERABILITY.

     This Option may not be transferred by the Optionee, either voluntarily or
involuntarily, or subjected to any lien, directly or indirectly, by operation of
law or otherwise, except pursuant to testamentary will or the laws of descent
and distribution. Any

                                        3


attempt to transfer or encumber this Option other than in accordance with this
Agreement will be null and void and will void this Option.

ARTICLE 6.  LIMITATION OF LIABILITY.

     Nothing in this Agreement will be construed to (a) limit in any way the
right of the Company to terminate the employment or service of the Optionee at
any time, or (b) be evidence of any agreement or understanding, express or
implied, that the Company will retain the Optionee in any particular position,
at any particular rate of compensation or for any particular period of time.

ARTICLE 7.  WITHHOLDING TAXES.

     The Company is entitled to (a) withhold and deduct from future wages of the
Optionee (or from other amounts which may be due and owing to the Optionee from
the Company), or make other arrangements for the collection of, all legally
required amounts necessary to satisfy any federal, state or local withholding
and employment-related tax requirements attributable to the grant or exercise of
this Option or otherwise incurred with respect to this Option, or (b) require
the Optionee promptly to remit the amount of such withholding to the Company
before acting on the Optionee's notice of exercise of this Option. In the event
that the Company is unable to withhold such amounts, for whatever reason, the
Optionee hereby agrees to pay to the Company an amount equal to the amount the
Company would otherwise be required to withhold under federal, state or local
law.

ARTICLE 8.  ADJUSTMENTS.

     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), in order to prevent dilution or enlargement of the rights of the
Optionee, will make appropriate adjustment (which determination will be
conclusive) as to the number, kind and exercise price of securities subject to
this Option.

                                        4


ARTICLE 9.  MISCELLANEOUS.

     9.1 BINDING EFFECT. This Agreement will be binding upon the heirs,
executors, administrators and successors of the parties to this
Agreement.

     9.2 GOVERNING LAW. This Agreement and all rights and obligations under this
Agreement will be construed in accordance with and governed by the
laws of the State of Minnesota.

     9.3 ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding of the parties to this Agreement with respect to the grant and
exercise of this Option and supersedes all prior agreements, arrangements, plans
and understandings relating to the grant and exercise of this Option.

     9.4 AMENDMENT AND WAIVER. 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 to this Agreement have executed this Agreement effective the
day and year first above written.

                                                   NASH FINCH COMPANY

                                                   By  /s/ RON MARSHALL
                                                     ---------------------------

                                                   Its President

                                                   OPTIONEE

                                                   /s/ RON MARSHALL
                                                   -----------------------------
                                                             (Signature)

                                                   RON MARSHALL

                                                   7600 FRANCE AVENUE SOUTH
                                                   -----------------------------
                                                             (Address)

                                                   MINNEAPOLIS, MINNESOTA  55435
                                                   -----------------------------

                                       5

EX-21.1

                 WHOLLY-OWNED SUBSIDIARIES OF NASH FINCH COMPANY

                                                                    EXHIBIT 21.1



                  Subsidiary                              State of
                 Corporation                            Incorporation
                 -----------                            -------------
                                                      
Erickson's Diversified Corporation                       Wisconsin
Edina, Minnesota

GTL Truck Lines, Inc.                                    Nebraska
Omaha, Nebraska

Hinky Dinky Supermarkets, Inc.                           Nebraska
Edina, Minnesota

Nash Finch Funding Corp.                                 Delaware
Edina, Minnesota

Piggly Wiggly Northland Corporation                      Minnesota
Edina, Minnesota

Super Food Services, Inc.                                Delaware
Dayton, Ohio

T.J. Morris Company                                       Georgia
Statesboro, Georgia

U-Save Foods, Inc.                                       Nebraska
Edina, Minnesota

EX-23.1

                                                                    EXHIBIT 23.1

                         Consent of Independent Auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-54487) pertaining to the 1994 Stock Incentive Plan of Nash Finch
Company, Registration Statements (Forms S-8 No. 33-64313 and No. 333-51512)
pertaining to the 1995 Director Stock Option Plan of Nash Finch Company,
Registration Statements (Forms S-8 No. 333-27563 and No. 333-63756) pertaining
to the 1997 Non-Employee Director Stock Compensation Plan, and Registration
Statements (Forms S-8 No. 333-81441 and No. 333-63754) pertaining to the Nash
Finch Company 1999 Employee Stock Purchase Plan, Registration Statement (Form
S-8 No. 333-51506) pertaining to the Non-Plan Stock Option of Nash Finch
Company, and Registration Statement (Form S-8 No. 333-51508) pertaining to the
2000 Stock Incentive Plan of Nash Finch Company, of our report dated February
20, 2002, with respect to the consolidated financial statements and schedule of
Nash Finch Company included in this Annual Report (Form 10-K) for the year ended
December 29, 2001.

Ernst & Young LLP

Minneapolis, Minnesota
March 6, 2002

EX-99.1

                                  EXHIBIT 99.1

                          RISKS RELATED TO OUR INDUSTRY

IF WE FAIL TO SUCCESSFULLY COMPETE AGAINST EXISTING OR FUTURE COMPETITORS IN OUR
INDUSTRY, OUR OPERATING RESULTS MAY SUFFER.

     We operate in a highly competitive industry. If we fail to successfully
respond to competitive pressures in this industry, or to effectively implement
our strategies to respond to these pressures, our operating results may be
negatively affected. Some of our competitors have greater financial and other
resources than we do. Our distribution business competes with local, regional
and national food distributors, as well as vertically integrated grocery store
chains that purchase directly from suppliers and self-distribute products to
their stores. Our food retailing business, which focuses on the Upper Midwest,
competes with traditional grocery stores and alternative store formats, such as
warehouse stores and supercenters. If any of the large national grocery store
chains begin to target the Upper Midwest, our strategy of focusing the growth of
our food retailing operations in this geographic area could prove to be
unsuccessful. Consolidation of self-distributing grocery store chains and other
grocery stores may produce even stronger competition for our food distribution
and retail businesses. Consolidation may also result in declining sales for our
food distribution business if our existing independent customers are acquired by
our competitors. In addition, heightened competition among our suppliers, new
entrants in the industry and trends toward vertical integration could create
additional competitive pressures. These factors could result in price
reductions, reduced sales and margins or loss of market share, any of which
could negatively impact our operating results.

WE OPERATE IN A LOW-MARGIN INDUSTRY MAKING US SUSCEPTIBLE TO CHANGES IN OUR
ECONOMIC AND BUSINESS OPERATING ENVIRONMENTS.

     The food distribution and retail industry is characterized by high sales
volume and low profit margin and is sensitive to national and regional economic
conditions. Our operating results could be negatively affected by a variety of
factors, such as food price deflation, inventory control weaknesses, competitive
pricing pressures, severe weather conditions, increases in wages or other labor
costs, fuel and other transportation-related costs and fluctuations in interest
rates.

IF WE ARE UNABLE TO ADEQUATELY RESPOND TO CHANGES IN THE FOOD DISTRIBUTION AND
RETAIL INDUSTRY IN WHICH WE OPERATE, OUR OPERATING RESULTS MAY SUFFER.

     Changes in the food distribution and retail industry have increased the
pressure on our industry's already low profit margins. Consequently, our
operating results are sensitive to, and may be negatively impacted by, such
changes as the following:

     -  the shift in consumer preference towards eating away from home, which
        has increased food spending at restaurants at the expense of traditional
        grocery stores;

     -  alternative store formats, such as warehouse stores and supercenters,
        which have gained market share at the expense of traditional grocery
        stores, including independent grocery store owners, many of whom are our
        food distribution customers;

     -  producers, manufacturers, distributors and retailers who are seeking to
        lower costs and to increase services in an increasingly competitive
        environment of relatively static over-



        all demand; and

     -  vendors who are increasingly directing their promotional dollars to
        larger self-distributing chains to ensure that more of these dollars are
        used by retailers to increase sales volume.

     We believe that these changes have negatively impacted our margins and our
profitability, as well as the margins and profitability of many of our
customers. If the strategic initiatives we are pursuing to respond to these
changes fail, or are significantly delayed, our operating results may be further
negatively impacted.

                          RISKS RELATED TO OUR BUSINESS

IF WE ARE UNABLE TO ACQUIRE, AND SUCCESSFULLY INTEGRATE, TRADITIONAL GROCERY
STORES, OUR REVENUES AND PROFITS WILL NOT GROW AS EXPECTED AND OUR OPERATING
RESULTS MAY SUFFER.

     Part of our growth strategy is dependent upon acquiring traditional grocery
stores. Our ability to grow through acquisitions depends upon our ability to
identify, negotiate and complete suitable acquisitions. Even if we complete
acquisitions, these acquisitions may cause us to:

     -  incur significantly higher than anticipated capital expenditures and
        operating expenses;

     -  fail to timely and effectively integrate the operations, systems,
        controls and personnel of the acquired businesses into our existing
        business;

     -  issue additional equity securities, which would reduce your percentage
        ownership in Nash Finch, or to assume additional liabilities;

     -  lose customers;

     -  experience difficulties finding and retaining key employees necessary to
        manage these acquisitions; and

     -  divert our management's time and attention from other business concerns.

IF WE ARE UNABLE TO SUCCESSFULLY ROLL OUT OUR NEW STORE FORMATS, OUR REVENUES
AND PROFITS WILL NOT GROW AS EXPECTED AND OUR OPERATING RESULTS MAY SUFFER.

     A portion of our growth strategy is dependent upon the successful roll out
of our new AVANZA(TM) and Buy-n-Save(R) store formats. We will likely open some
of these stores in new geographic markets where we currently do not have retail
experience. The successful roll out of these new store formats is dependent upon
numerous factors including:

     -  a dedicated and focused management team;

     -  available real estate in our target markets;

     -  store formats that enhance the shopping experience; and

     -  our competency in Hispanic and extreme value merchandising.



IF WE FAIL TO RETAIN OUR CUSTOMERS OR ACQUIRE NEW CUSTOMERS, OUR REVENUES AND
PROFITS WILL NOT GROW AS EXPECTED AND OUR OPERATING RESULTS MAY SUFFER.

     Our sales and earnings are dependent upon our ability to retain customers
and attract new customers. The growth of our distribution business is
particularly dependent upon our ability to capture additional distribution
business through our existing network of distribution centers. If we are unable
to retain our current customers, or to acquire new customers, our revenues and
profitability may be reduced. Our ability to retain customers and attract new
customers is dependent, in part, upon our ability to:

     -  satisfy our customers;
     -  provide industry-leading customer service;
     -  control our costs;
     -  offer competitive products at low prices;
     -  maintain high levels of productivity and efficiency; and
     -  offer marketing, merchandising and ancillary services in the
        distribution segment of our business that provide value to our
        independent customers.

     In addition, if the U.S. military commissary system undergoes any
significant changes, such as base closings, privatization of the military
commissary system or a reduction in the number of persons having access to the
commissaries, our military distribution sales could decline

IF WE EXPERIENCE CREDIT LOSSES, OUR FINANCIAL CONDITION AND OPERATING RESULTS
MAY SUFFER.

     In the ordinary course of business, we extend credit, including loans, to
our food distribution customers. We also provide financial assistance to some
customers by guaranteeing their loan or lease obligations. Generally our loans
are extended to small businesses that are unrated and have limited access to
conventional financing. Credit losses from our existing or future credit
extensions, loans or guaranty commitments could negatively impact our financial
condition and operating results. We intend to continue, and possibly increase,
the amount of financial assistance we provide to our food distribution
customers.

IF WE CANNOT ATTRACT AND RETAIN QUALIFIED PERSONNEL, OUR OPERATING RESULTS MAY
SUFFER.

     In the past three years, we have assembled a new management team.
Competition for experienced and qualified management personnel in our industry
is intense. If we lose the services of one or more of our executive management
team, our operating results may suffer. Generally, we do not have employment
contracts with our executive officers, other than agreements providing benefits
upon changes in control of Nash Finch. We do not maintain key-person life
insurance on any of our executive officers.

     We also compete with other businesses in our industry with respect to
attracting and retaining other qualified employees. We may be required to
continue to enhance wages and benefits in order to effectively compete in the
hiring and retention of qualified employees or to hire more expensive temporary
employees. As a result of the shortage of qualified employees, our labor costs
could increase.



IF WE EXPERIENCE PROBLEMS WITH THE QUALITY, SAFETY OR INTEGRITY OF THE FOOD
PRODUCTS WE SELL, OUR OPERATING RESULTS MAY SUFFER.

     If consumers do not view the food products we sell as safe for consumption,
our operating results may suffer. We sell food products for human consumption,
which involves risks, such as product contamination or spoilage, product
tampering and other adulteration. An actual or alleged problem with the quality,
safety or integrity of the food products we sell could result in:

     -  product withdrawals or recalls;

     -  negative publicity;

     -  reduced demand for the products we sell;

     -  product liability claims; and

     -  substantial costs of compliance or remediation.

     Any of these events could result in significant costs or loss of customers
and could harm our ability to market and sell our food products.

                        RISKS RELATED TO OUR INDEBTEDNESS

OUR OUTSTANDING DEBT COULD NEGATIVELY IMPACT OUR OPERATING RESULTS.

     Our current level of debt could limit our capability to respond to market
conditions and capital needs. As of December 29, 2001 we had approximately
$374.2 million of outstanding debt, which includes approximately $49.1 million
of capitalized leases. The degree to which we are leveraged could:

     -  impair, or materially limit, our ability to obtain additional financing
        or refinancing in the future for working capital, capital expenditures,
        acquisitions or other general corporate purposes;

     -  reduce the funds we have available for future operations and growth
        opportunities, since a portion of our operating cash flows may be
        dedicated to the payment of principal and interest on our debt;

     -  expose us to the risk of greater interest rates, since some of our
        borrowings are and will continue to be at variable rates of interest;

     -  limit our ability to withstand competitive pressures; or

     -  reduce our flexibility to respond to changing business and economic
        conditions.

     If we are unable to generate sufficient cash flow to service our debt, or
if future borrowings or equity financing are not available to us for the payment
or refinancing of our debt, our operating results may suffer. If we are unable
to service our debt, we will be required to adopt alternative strategies, such
as reducing or delaying capital expenditures, selling assets, restructuring or
refinancing our debt or seeking additional equity capital.



THE DOCUMENTS GOVERNING OUR OUTSTANDING DEBT CONTAIN PROVISIONS THAT COULD
MATERIALLY RESTRICT OUR BUSINESS AND OPERATING FLEXIBILITY.

     Without the consent of our lenders, or unless we satisfy certain financial
tests, we may be unable to take numerous actions, such as:

     -  engage in mergers or acquisitions;

     -  incur additional debt;

     -  make capital expenditures;

     -  enter into capital leases;

     -  make investments, loans or advances;

     -  guarantee third-party obligations;

     -  repay other debt or amend other debt instruments;

     -  create liens on assets;

     -  pay dividends; or

     -  engage in certain transactions with our subsidiaries and affiliates.

     The documents governing our outstanding debt also require us to comply with
a number of financial ratios and tests. Our failure to comply with these
obligations could result in an event of default under these documents, which
could cause the acceleration of some or all of our debt. Our ability to comply
with these obligations will depend upon our future operating performance.
Changes in economic conditions and financial, competitive, legislative,
regulatory and other factors, many of which we cannot control, could affect our
future operating performance.