NASH FINCH CO
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>a2072762zex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<Page>

                               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
<Page>

                               NASH FINCH COMPANY
                               PROFIT SHARING PLAN
                                  2001 REVISION

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                        PAGE
<S>     <C>                                                                             <C>
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>

<Page>

                                TABLE OF CONTENTS
                                  (continued)

<Table>
<Caption>
                                                                                        PAGE
<S>     <C>                                                                             <C>
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
</Table>

                                       ii
<Page>

                                TABLE OF CONTENTS
                                  (continued)
<Table>
<Caption>
                                                                                        PAGE
<S>     <C>                                                                             <C>
 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
</Table>

                                       iii
<Page>

                               NASH FINCH COMPANY
                               PROFIT SHARING PLAN
                                  2001 REVISION

                           As Restated Effective Generally as of January 1, 2001
<Page>

                               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
<Page>

                                   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
<Page>

     (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
<Page>

     (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
<Page>

                                   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
<Page>

     (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
<Page>

           (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
<Page>

           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
<Page>

<Table>
<Caption>
                                                          AMOUNT OF CONTRIBUTION AS A
                      PLAN YEAR                         PERCENTAGE OF ELIGIBLE EARNINGS
                      ---------                         -------------------------------
                        <S>                                           <C>
                        1998                                          3%
                        1999                                          3%
                        2000                                          2%
                        2001                                          1%
                        2002                                          1%
</Table>

           (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.

<Table>
<Caption>
                                                          AMOUNT OF CONTRIBUTION AS A
                      PLAN YEAR                         PERCENTAGE OF ELIGIBLE EARNINGS
                      ---------                         -------------------------------
                        <S>                                           <C>
                        1998                                          5%
                        1999                                          4%
                        2000                                          3%
                        2001                                          2%
                        2002                                          1%
</Table>

           (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
<Page>

     (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
<Page>

                                   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
<Page>

                                   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
<Page>

           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
<Page>

     (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
<Page>

                                   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
<Page>

           (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
<Page>

           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
<Page>

                                   ARTICLE 7.
                                    VESTING

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

                                       18
<Page>

                                   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
<Page>

     (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
<Page>

           (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
<Page>

     (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
<Page>

                  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
<Page>

     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
<Page>

           (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
<Page>

                                   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
<Page>

               (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
<Page>

                   (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
<Page>

          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
<Page>

          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
<Page>

                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
<Page>

                                   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
<Page>

          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
<Page>

                    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
<Page>

                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
<Page>

     (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
<Page>

                                   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
<Page>

      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
<Page>

                                   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
<Page>

          (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
<Page>

      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
<Page>

      (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
<Page>

      (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
<Page>

                                   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
<Page>

          (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
<Page>

               (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
<Page>

               (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
<Page>

                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
<Page>

      (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
<Page>

                                   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
<Page>

      (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
<Page>

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
<Page>

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
<Page>

               (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
<Page>

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
<Page>

          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
<Page>

          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
<Page>

                               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
<Page>

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
<Page>

                               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
<Page>

<Table>
<Caption>
            YEARS OF SERVICE          EXTENT OF VESTED INTEREST
            <S>                                     <C>
            Less than 3                               0%
                  3                                  20%
                  4                                  40%
                  5                                  60%
                  6                                  80%
              7 or more                             100%
</Table>

     (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
<Page>

(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
<Page>

                               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:

<Table>
<Caption>
                      YEARS OF SERVICE                         VESTED PERCENTAGE
                 <S>                                                  <C>
                 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%
</Table>

                                  Exhibit B-1
<Page>

          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
<Page>

          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
<Page>

     (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
<Page>

                               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
<Page>

                               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
<Page>

                               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

</TEXT>
</DOCUMENT>
