VI. AMENDMENT TO SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

 

                                                                    EXHIBIT 10.9

                                  EXCERPTS FROM
                                  ROUNDY'S INC.
                      CONSENT IN LIEU OF A SPECIAL MEETING
                                OF THE DIRECTORS

     The undersigned, being all of the members of the Board of Directors of
Roundy's, Inc., a Wisconsin corporation (the "Corporation"), in lieu of holding
a special meeting of the Board of Directors of the Corporation (the "Board"), do
hereby take the following actions and adopt the following resolutions by
unanimous written consent pursuant to Section 180.0821 of the Business
Corporation Law of the State of Wisconsin:

                                      * * *

     VI. AMENDMENT TO SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

     WHEREAS, the Corporation maintains the Roundy's Inc. Supplemental Employee
Retirement Plan (the "SERP"); and

     WHEREAS, the Corporation has reserved the right to amend the SERP from time
to time; and

     WHEREAS, the Corporation desires to amend the SERP to provide enhanced
benefits to Robert D. Ranus upon his retirement from the Corporation.

     RESOLVED, that the SERP be, and hereby is, amended by adopting and
approving "Exhibit B to the Roundy's Inc. Supplemental Employee Retirement
Plan," attached hereto as Exhibit C and made a part hereof, effective June 7,
2002.

                                      * * *

                                    Exhibit B
                                    ---------

                                       to
                                       --

              Roundy's, Inc. Supplemental Employee Retirement Plan
              ----------------------------------------------------

Notwithstanding the actual Final Average Annual Earnings or Benefit Objective
otherwise calculated for Participant Robert D. Ranus under the Plan, the actual
benefit to be paid to Participant Robert D. Ranus shall be a monthly benefit of
One Thousand Four Hundred Seventy-seven Dollars and 84 cents ($1,477.84),
payable for fifteen (15) years, commencing January 1, 2003 and ending with the
final monthly payment on December 1, 2017. This Exhibit B shall be effective on
June 7, 2002, the day after the closing of the Share Exchange Agreement by and
between Roundy's Acquisition Corp. and Roundy's Inc., dated April 8, 2002 (the
"Share Exchange"). Accordingly, any increase in benefits payable to Robert D.
Ranus as a result of the benefits payable under this Exhibit B shall not be
included in the calculation of the change of control payment attributable to the
Share Exchange provided for in Section 1(f) of the Trust under Roundy's Inc.
Deferred Compensation Plan, dated March 19, 1996, as amended by the Trust
Amendment dated May 26, 1999. 

Basic Info X:

Name: VI. AMENDMENT TO SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN
Type: Retirement Plan
Date: Aug. 2, 2002
Company: COPPS CORP
State: Wisconsin

Other info: