FORM OF SECOND AMENDMENT TO DEFERRED COMPENSATION AGREEMENT

 EXHIBIT 10.9

       FORM OF SECOND AMENDMENT TO DEFERRED COMPENSATION AGREEMENT

     THIS AMENDMENT is made this 3rd day of June, 1998, between
ROUNDY'S, INC., a Wisconsin corporation ("Roundy's") and [EMPLOYEE
NAME] ("Employee").

                            RECITALS:

1.   The Employee and Roundy's are parties to a "Deferred
     Compensation Agreement" dated as of April 16, 1997, as
     previously amended (the "Existing Agreement").

2.   The Parties desire to amend the Existing Agreement further, in
     the manner set forth herein.

                            AGREEMENT:
     Therefore, in consideration of the premises and the Employee's
continued employment with Roundy's, Roundy's and the Employee
hereby agree as follows:

     1.   Amendment of Existing Agreement.  Section 3 of the
Existing Agreement is renumbered subsection 3(a), and a new
subsection 3(b) is inserted to read as follows:

     "(b) Notwithstanding anything contained in the preceding
          subsection 3(a) or elsewhere in this Agreement, in the
          event any payments or other benefits otherwise receivable
          by the Employee hereunder are determined to be "parachute
          payments" (as hereinafter defined), under no
          circumstances shall the Deferred Compensation Amount
          exceed the "Maximum Amount" (as hereinafter defined).
          The "Maximum Amount" for this purpose means a dollar
          amount equal to (i) three (3) times the Employee's "base
          amount" (as hereinafter defined), minus (ii) all other
          amounts constituting parachute payments received or
          receivable by the Employee in respect of the same Change
          of Control, minus (iii) one dollar.  The terms "parachute
          payment" and "base amount" shall have the meanings given
          them in Section 280G of the Internal Revenue Code of
          1986, as amended from time to time (or the corresponding
          provisions of any future tax laws that may be enacted in
          substitution for or in place of said section) and the
          Treasury Regulations and other interpretations of said
          Section in existence from time to time, except that
          "parachute payment" shall be defined without reference to
          clause (ii) of subparagraph 280G(b)(2)(A).  In the event
          of any dispute between the Employee and Roundy's with
          respect to the interpretation and effect of this
          subsection 3(b) (including, without limitation, the
          calculation of the Employee's base amount or the total
          amount of parachute payments received or receivable by
          the Employee), the matter shall be submitted for a
          determination by Roundy's outside certified public
          accountants, which determination shall be final and
          binding on the parties."

     2.   Agreement Otherwise Remains in Effect.  Except as
expressly set forth above, the Existing Agreement remains in force
and effect in accordance with its original terms.

     IN WITNESS WHEREOF, the parties have executed this Amendment,
as of the date first written above.

                              ROUNDY'S, INC.

                              By:
                                Gerald F. Lestina, President & CEO

                              Attest: ______________________,
                              Edward G. Kitz, Vice President, Sec'y & Treasurer 

Basic Info X:

Name: FORM OF SECOND AMENDMENT TO DEFERRED COMPENSATION AGREEMENT
Type: Form of Second Amendment to Deferred Compensation Agreement
Date: Nov. 12, 1998
Company: ROUNDYS INC
State: Wisconsin

Other info:

Date:

  • 3rd day of June , 1998
  • April 16 , 1997

Organization:

  • Deferred Compensation Amount
  • Change of Control

Location:

  • Wisconsin
  • Effect

Person:

  • Roundy
  • Gerald F. Lestina
  • Edward G. Kitz