EXCERPTS FROM MINUTES OF
                          BOARD OF DIRECTORS MEETING OF
                              NASH FINCH COMPANY ON
                                NOVEMBER 19, 1996


RESOLVED, that effective as of January 1, 1997, outside members of the Board of
Directors of the Company be compensated at a rate of $1,500 plus reasonable
expenses incurred for each meeting of the Board of Directors attended, $750 plus
reasonable expenses incurred for attendance at meetings of committees of the
Board, $1,250 per month ($15,000 per year) retainer for serving as a director,
$125 per month ($1,500 per year) retainer for serving as a member of a committee
of the Board, and $125 per month ($1,500 per year) retainer for serving as Chair
of a committee of the Board.  For the purposes of this resolution, an outside
director is defined as any director who is not a present full time employee of
Nash Finch Company or its subsidiaries.

RESOLVED FURTHER, that the directer elected to serve as Board Chair, if such
director is not a present full time employee of Nash Finch Company or its
subsidiaries, shall, in addition to and not in lieu of any other compensation
paid to such director as an outside member of the Board of Directors, be
compensated with a monthly retainer equal to two times the amount of the monthly
retainer paid to outside members of this Board of Directors generally.

RESOLVED FURTHER, that upon becoming effective, the foregoing resolutions shall
supercede any resolution heretofore adopted by this Board of Directors
pertaining to compensation of outside directors including, without limitation,
the Board Chair.