EXHIBIT 10.8

              RESOLUTION FOR ADOPTION OF AMENDMENT TO ROUNDY'S INC.
                     SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

     WHEREAS, the corporation desires to amend the corporation's Supplemental
Employee Retirement Plan ("SERP") to adjust the benefits formula with regard to
the weight of social security integration in order to carry out the intent for
which the SERP was established in providing benefits to the participants of the
SERP;

     NOW, THEREFORE, BE IT RESOLVED, that the SERP is hereby amended to revise
the formula for determining a participant's "Integrated Benefit" as shown below
and recommended by the Compensation Committee of the Board of Directors.

                                Amendment to SERP
                                -----------------

Article III of the Roundy's, Inc. Supplemental Employee Retirement Plan
("Plan"), adopted by the Board of Directors on December 15, 1998 and executed on
May 26, 1999, is amended by deleting subparagraph (b)(ii) of Section 3.3,
"Integration of Other Benefits and Plan Benefit Computation" and replacing it
with the following language:

(b)(ii) fifty percent (50%) of such Participant's Primary Social Security Amount
        is calculated by the actuary for the Roundy's, Inc. Retirement Plan for
        purposes of determining such Participant's Accrued Monthly Benefit under
        such Retirement Plan.