ROUNDY'S, INC. POLICY RELATING TO REDEMPTION OF STOCK
   BY INACTIVE CUSTOMER SHAREHOLDERS AND FORMER EMPLOYEES

                          ARTICLE 1
             Repurchase of Shares by Corporation


     1.01  Agreement to Repurchase.  Upon the terms and
subject to the conditions set forth in this Policy
(including the applicable provisions of Articles 2 and 3,
below), the Corporation shall be obligated to repurchase its
shares of Class A Common Stock and Class B Common Stock
after proper request by the holder thereof, or his or its
legal representative, at any time after the occurrence of a
Customer/Shareholder Termination with respect to such stock
or an Employee/Shareholder Termination with respect to such
holder.

     1.02  Repurchase in Increments.  The Corporation's
obligation to repurchase stock shall accrue, subject to the
other terms and conditions of this Policy, in annual 20%
increments during the five year period beginning on the
Repurchase Request Date with respect to such stock.
Beginning on the first anniversary date of the Repurchase
Request Date, the Corporation shall become obligated to
purchase in accordance herewith 20% of the aggregate number
of shares of Class A and Class B Common Stock as to which a
proper repurchase request has been received.  Such
percentage shall be increased to 40% on the second
anniversary date of the Repurchase Request Date, 60% on the
third anniversary date, 80% on the fourth anniversary date
and 100% on the fifth anniversary date of the Repurchase
Request Date.  Regardless of the foregoing, in the event
that a Customer/Shareholder Termination or an
Employee/Shareholder Termination occurs as a result of the
death of the shareholder and the estate of such shareholder
specifically so elects by written notice to the Secretary of
the Corporation within 180 days thereafter, the repurchase
of not more than the first $50,000 in value of stock shall
be accelerated to the date 180 days after receipt by the
Secretary of such written election.  Each share shall
continue to be outstanding for all purposes until actually
repurchased.

     1.03  Calculation of Repurchase Price.  The repurchase
price for each share of stock of the Corporation shall be
the Book Value of such share at the date of repurchase.

     1.04  Form of Repurchase Request.  A proper repurchase
request for purposes hereof shall consist of a written
notification to the Secretary of the Corporation specifying
the number of shares to be repurchased, the reason for such
repurchase request, and the date or dates on which a
Customer/Shareholder Termination or Employee/Shareholder
Termination occurred with respect to the stock covered by
such repurchase request.  Such repurchase request must be
made in accordance with the procedures specified in
Section 2.02, below.

     1.05  Acknowledgment By Corporation of Repurchase
Request.  Subject to the conditions set forth in the Policy
(including the applicable provisions of Articles 2 and 3,
below), the Secretary shall promptly acknowledge in writing
receipt of a repurchase request.  Such acknowledgment shall
set forth, among other things, the Repurchase Target Dates
with respect to the shares covered by the repurchase request
and the Book Value of the shares at the Repurchase Request
Date, and shall enumerate such documents and instruments as
may be reasonably required to be delivered to assure the
Secretary that the Corporation will receive unencumbered
title to the shares to be repurchased.  Neither such
acknowledgment nor any other communication made by the
Corporation pursuant to this Policy shall be deemed to be
an agreement to purchase shares for purposes of this
Policy, except subject to all the terms and conditions
hereof.  After such acknowledgment has been given by the
Secretary, a stock repurchase request shall be irrevocable
except with the written consent of the Board of Directors.

     1.06  Payment of Repurchase Price.  Subject to the
terms and conditions of this Policy, the Corporation shall
repurchase shares subject to a proper repurchase request by
payment of the full purchase price in cash or by check
within 10 days after the later of the Repurchase Target Date
or the date on which the appropriate stock certificates have
been received, in negotiable form, together with any such
other documents or instruments as the Secretary shall have
requested in its acknowledgment notice given under Section
1.05, all in form reasonably acceptable to the Secretary;
provided, however, that in no event shall the Corporation be
obligated to repurchase shares within 90 days after the end
of its fiscal year.  By mutual agreement of the Corporation
and the shareholder, such shares may be repurchased at any
time prior to the Repurchase Target Date, but only if no
other shareholder has been assigned an earlier Repurchase
Target Date and such shares have not yet been actually
repurchased.

     1.07  Limitation on Corporation's Obligation to
Repurchase.  The Corporation's obligation to repurchase
shares hereunder is subject to (i) all restrictions which
may be imposed by applicable law from time to time, and (ii)
the limitations (if any) on repurchases of shares contained
in any lending or other agreements of the Corporation in
force from time to time.  In the event the Corporation is
precluded during a given period of time from repurchasing
shares which are the subject of a repurchase request because
of such limitations or if required repurchases are delayed
for any other reason (in either case, a "Suspension"),
repurchases shall be resumed promptly thereafter in the
order of the Repurchase Target Dates which occurred during
the period of the Suspension, regardless of the dates the
repurchase requests were received and such suspended
repurchases shall be made prior to repurchases becoming due
on any subsequent Repurchase Target Date.  Notwithstanding
the foregoing provisions, stock having a repurchase price of
not in excess of $50,000 per shareholder may, in the sole
discretion of the Corporation, be repurchased on an
accelerated basis in cases of demonstrated hardship.

     1.08  Authority Reserved.

          (a)  No provision of this Policy shall be
construed as limiting the Corporation's authority to
repurchase outstanding shares of its stock at the discretion
of the Board of Directors or the officers on any other terms
at any time; provided however, that no such discretionary
purchases shall occur if a Repurchase Target Date has passed
with respect to shares required to be repurchased under this
Policy and such shares have not yet been repurchased.

          (b)  No provision of this Policy shall be
construed as limiting the authority of the Board of
Directors to amend, revise or rescind this Policy.  This
Policy does not create, and should not be understood as
creating, any vested rights or contractual obligations of
the Corporation except, and only to the extent, that no
amendment, revision or rescission shall reduce the
Repurchase Price payable by the Corporation for shares with
respect to which the Repurchase Request Date precedes the
date of the resolution of the Board of Directors effecting
such amendment, revision or rescission.
                           
     1.09  Adjustments.  For all purposes hereof, in the
event of a stock split or similar capital change (excluding
regular stock issuances associated with the Corporation's
patronage dividends), equitable adjustment will be made to
the number of shares to be repurchased and the repurchase
price.

                              
                           ARTICLE 2
       Additional Conditions to Repurchase Obligations


     2.01  Notification to Corporation of Certain
Termination Events.  Each shareholder (or his or its legal
representative) shall, as soon as possible after the
occurrence of a Customer/Shareholder Termination or an
Employee/Shareholder Termination (occurring otherwise than
as a result of the death or retirement of the employee),
give written notice of the same to the Secretary of the
Corporation, stating the nature and date of such event.  If
it shall come to the attention of the Corporation that such
an event has occurred and no such notice has been received,
the Secretary shall give written notice of the same to the
record holder of such shares.  Any determination so made in
good faith by the Corporation, including any determination
as to the date upon which a retail food store became or
ceased to be an Active Customer, or upon which a
Customer/Shareholder Termination or an Employee/Shareholder
Termination occurred, shall be final and binding on all
persons.

     2.02 Timing of Repurchase Requests.  Requests by
shareholders to have their shares of stock redeemed or
repurchased pursuant to this policy will be accepted by the
Corporation when made in accordance with the following
procedures:

          (a)  When Repurchase Requests May Be Made.
Requests by a shareholder to have its stock repurchased or
redeemed will be accepted only if made during one of three
(3) "window" periods each year -- after the first, second
and third fiscal quarters of the Corporation, consisting of
the last two weeks of May, August and November, respectively.
These "window" periods are subject to closure or modification
by management or the Board of Directors of the Corporation if,
in the best judgment of management or the Board, it would be
inappropriate for the Corporation to be engaged in the
purchase or sale of its shares at such time.  Requests for
redemption will be deemed to have been duly made during these
periods if they are received in writing at the Corporation's
Pewaukee office during the window period or, if received
thereafter, if they were postmarked during the window period.

          (b)  Authority Of The Board To Suspend Or Deviate
From These Requirements.  The Board of Directors reserves at
all times the authority to alter, suspend or deviate from
the requirements of this Section 2.02, in its discretion, to
the extent it determines such action to be appropriate.

          (c)  Effective Date.  The provisions of this
Section 2.02 will be effective commencing January 1, 1994.

     2.03  Limitations on Ownership of Class A Common Stock.

          (a)  No person may directly or indirectly
beneficially own shares of Class A Common Stock except a
Person who or which directly or indirectly owns an Active
Customer or the trustees of a voting trust formed by and for
the benefit of such Persons.  No Person may directly or
indirectly beneficially own more than 100 shares of Class A
Common Stock, except that (i) a Person owning and operating
(or controlling) more than one Active Customer at different
locations may own not more than 100 shares of Class A Common
Stock for each such Active Customer, and (ii) the trustees
of a voting trust as set forth in the preceding sentence may
be the record holders of such number of shares as may be
owned in the aggregate by the depositors thereof.
                       
          (b)  Any holder of shares of Class A Common Stock
shall immediately present his or its certificate(s)
representing the same to the Secretary of the Corporation,
in negotiable form, upon the occurrence of a
Customer/Shareholder Termination with respect to an Active
Customer owned and operated (or controlled) by such
shareholder.

In the event such shareholder has theretofore owned more
than 100 shares of Class A Common Stock, there shall be
presented to the Corporation 100 of such shares for each
such Active Customer as to which a Customer/ Shareholder
Termination has occurred.  Upon receipt of such
certificate(s), the Corporation shall issue to and in the
name of the record holder thereof a replacement certificate
for a like number of shares of Class B Common Stock.  In the
event any holder shall fail to surrender such certificates
to the Corporation within thirty (30) days after the
Customer/Shareholder Termination, the Corporation may, at
any time thereafter, by written notice to the record holder
thereof, deem such shares of Class A Common Stock to have
been converted into a like number of shares of Class B
Common Stock; and thereafter, such shares of Class A Common
Stock shall not be deemed outstanding for any purpose and
the certificate(s) therefor shall evidence only the right to
receive a certificate representing a like number of shares
of Class B Common Stock upon proper presentation to the
Corporation in negotiable form.  The obligations of a
shareholder hereunder to surrender and exchange shares of
Class A Common Stock shall be binding upon the legal
representatives or successors or such shareholder, any
purported transferee, and any nominee or trustee of a voting
trust holding shares of Class A Common Stock for the benefit
of such shareholder, upon notice from the Corporation or
otherwise that a Customer/Shareholder Termination has
occurred.
                               
                          ARTICLE 3
                       Effective Date


     3.01  Effective Date.  The repurchase provisions set
forth in Article 1 of this Policy shall not apply to shares
as to which repurchase requests have been filed before
January 1, 1991, provided, however, that if the second,
third, fourth or fifth anniversary dates of a Repurchase
Request Date occur on or after January 1, 1991, the
repurchase provisions set forth in Article 1 shall apply to
the 20% increments which would be purchased on such
anniversary dates as if this Policy had been in effect on
the Repurchase Request Date.

     3.02  Applicability.

          (a)  The repurchase provisions set forth in
Article 1 of this Policy shall not apply:

               (1)  With respect to the shares owned by any
person who directly, indirectly or beneficially owns shares
of Class A Common Stock in violation of the limitations on
ownership contained in Section 2.02(a), above (the
"Ownership Limitation") if the shares of Class A Common
Stock are determined by the Corporation to have been held in
violation of such Ownership Limitations for a period of
ninety (90) days or more.

               (2)  With respect to any shares owned by any
person who is a Claimant, as defined herein.

         (b)  In the event that a shareholder who filed a
repurchase request on or after January 1, 1991, subsequently
becomes subject to the provisions contained in Sections
3.02(a)(1) or (2), the Corporation shall be under no
obligation at any time thereafter to repurchase (or continue
to repurchase, if the repurchase in increments had already
commenced) any shares from such shareholder.
                          

                          ARTICLE 4
                         Definitions


     4.01  Whenever used in this Policy;

         (a)  "Active Customer" means a retail food store
whose principal source of supply is purchases from the
Corporation.

         (b)  "Book Value" at any given date means the Book
Value of a share of Common Stock (determined according to
the annual financial statements prepared by the Corporation,
as audited and certified by the Corporation's independent
auditors) as of the end of the fiscal year immediately
preceding the fiscal year in which such date occurs.

          (c)  "Claimant" means any shareholder of the
Corporation who has asserted and not irrevocably withdrawn
such assertion or is otherwise then asserting (in or in
anticipation of any litigation or other proceeding) a
challenge (1) to the authority of the Corporation or its
Board of Directors to adopt any pending Redemption Policy or
to have adopted the then current Redemption Policy or any
prior Redemption Policy or to amend or revise any of the
same or (2) to the enforceability or validity or the
Corporation's interpretation or application of any provision
of the then current or any prior Redemption Policy.

         (d)  "Customer/Shareholder Termination" occurs
whenever an Active Customer owned and operated (or
controlled) by a shareholder of the Corporation either (A)
ceases to be an Active Customer, or (B) ceases to be owned
and operated (or controlled) by such shareholder, whether by
reason of the death, adjudication of incompetency or com
plete retirement from business by reason of age or
disability of such shareholder (if an individual), the
dissolution or termination of such shareholder (if a Person
other than an individual), adjudication in bankruptcy,
transfer of the Active Customer or the entity owning or
controlling it, or otherwise.  In the event the above shall
occur with respect to one or more but not all Active
Customers owned and operated (or controlled) by a single
shareholder of the Corporation, a Customer/Shareholder
Termination shall be deemed to have occurred with respect to
that fraction of each class of Common Stock owned by such
shareholder as is equal to the fraction produced by dividing
the number of Active Customers owned and operated (or
controlled) by such shareholder after such event(s) by the
number of Active Customers so owned and operated (or
controlled) immediately before such event(s).

         (e)  "Employee/Shareholder Termination" occurs,
with respect to a shareholder who is an employee of the
Corporation, upon the cessation of such person's employment
relationship with the Corporation for any reason.

         (f)  "Person" includes any individual, corporation,
partnership, joint venture, trust, estate or any other legal
entity.

         (g)  "Redemption Policy" means any written policy
adopted by the Board of Directors of the Corporation
pursuant to Section 3.4 of the Articles of Incorporation
setting forth terms, conditions or provisions under which
the Corporation will (during the term of such policy)
repurchase, redeem or otherwise acquire shares of the
Corporation's stock from shareholders of the Corporation.

         (h)  "Repurchase Request Date" with respect to a
share of stock means the date of actual receipt by the
Secretary of the Corporation of a written request for
repurchase of such share which complies with Section 1.04 of
this Policy.

         (i)  "Repurchase Target Date" with respect to a
share of stock means the date upon which the Corporation is
to become obligated to repurchase such share of stock in
accordance with Section 1.02 of this Policy.  If such date
is not a day on which business is generally conducted in the
Corporation's main offices, then the "Repurchase Target
Date" shall be the next subsequent business day.