EX-24 2 poaproctor.htm POWER OF ATTORNEY Converted by EDGARwiz


POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints each of Robert Dimond and

Kathleen Mahoney, acting individually, the undersigned's true and lawful

attorney-in-fact to:


(i)

Prepare, execute for and on behalf of the undersigned (which shall include

the use of the undersigned's access codes, passwords, or other unique

identifiers for electronic signature purposes), Forms 4 and 5 to report the

undersigned's ownership of and transactions in securities of Nash Finch Company

(the "Company"), in accordance with Section 16(a) of the Securities Exchange Act

of 1934 and the rules and regulations promulgated thereunder;

(ii)

Seek or obtain information on transactions in securities of the Company

from any third party including brokers, employee benefit plan administrators and

trustees, and the undersigned hereby authorizes such third party to release any

such information to each attorney-in-fact and approves and ratifies any such

release of information; and

(iii)

Do and perform any and all acts for and on behalf of the undersigned which

may be necessary or desirable to complete and execute any such Form 4 or 5 and

timely deliver and file such form with the United States Securities and Exchange

Commission, any stock exchange or similar authority, and the Company.


The undersigned hereby grants to each attorney-in-fact full power and authority

to do and perform any and every act and thing whatsoever required, necessary, or

proper to be done in the exercise of any of the rights and power herein granted,

as fully to all intents and purposes as the undersigned might or could do if

personally present, with full power of substitution or revocation, hereby

ratifying and confirming all that such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be

done by virtue of this Power of Attorney and the rights and powers herein

granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in

serving in such capacity at the request of the undersigned are not assuming, nor

is Company assuming, any of the undersigned's responsibilities to comply with

Section 16 of the Securities Exchange Act of 1934.


This Power of Attorney revokes all previous powers of attorney executed by the

undersigned involving the same subject matter, and shall remain in full force

and effect until the undersigned is no longer required to file Forms 4 or 5 with

respect to the undersigned's holdings of and transactions in securities issued

by the Company, unless earlier revoked by the undersigned in a signed writing,

the original or a copy of which is delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 26th day of March, 2009.



    /s/Hawthorne L. Proctor

Hawthorne L. Proctor