EXHIBIT 10.22

        Roundy's, Inc. Board of Directors Resolutions Amending Deferred
                                Compensation Plan

WHEREAS, the Company sponsors the Roundy's, Inc. Deferred Compensation Plan (the
"Plan"), pursuant to which the Company's employees participating therein have
elected to defer the receipt of a portion of their compensation until after the
termination of their employment; and

WHEREAS, the Plan currently provides that, upon the termination of a
participant's employment prior to reaching his or her designated retirement age,
such participant will receive his or her deferred compensation benefit in a lump
sum rather than on the benefit payment terms previously selected by such
participant; and

WHEREAS, the Company wishes to eliminate this provision such that a
participant's deferred compensation benefit will be payable upon the terms
designated by the participant regardless of when his or her employment
terminates;

NOW THEREFORE, effective immediately upon the adoption of these resolutions, the
Plan is hereby amended as follows:

     The paragraph entitled " - Other Terminations of Employment Except Due to
     Death or Normal Retirement" is repealed and recreated to read in its
     entirety as follows:

          "A participant whose benefit is payable for a reason other than (i)
          normal retirement at or after age 65 (or such earlier age as such
          participant may have elected in his or her Deferred Compensation
          Agreement(s)) or (ii) death, will receive his or her deferred
          compensation benefit on the terms provided in the preceding paragraph,
          commencing at age 65 (or such earlier age as such participant may have
          elected in his or her Deferred Compensation Agreement(s))."

     This amendment shall be effective for all deferrals under the Plan,
     including those made prior to the adoption of this amendment ("Prior
     Deferrals") as well as those made hereafter; provided that it shall not be
     effective for any participant as to Prior Deferrals until such participant
     has consented to this amendment.