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.