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                                                                   Exhibit 10.29

Ross E. Roeder
Chairman and CEO                                                  Smart & Final.
                                               Food . Supplies . Business . Home

                                               Smart & Final Inc.
                                               600 Citadel Drive
                                               Commerce, CA 90040
                                               Phone: (323) 869-7745
                                               Fax: (323 869-7871

                                               Mailing Address:
                                               P.O. Box 512377
                                               Los Angeles, CA 90051 - 0377

                                February 27, 2003

Mr. Robert Schofield
**
**

Dear Bob,

The purpose of this letter is to amend your 2001 Executive Severance Plan (the
Plan) to provide further protection to you should Smart & Final, Inc. undertake
a strategy to divest itself of the foodservice distribution businesses. Your
leadership of the foodservice division is very important to Smart & Final, and
should the Company decide to exit the foodservice distribution business your
support during this process would be even more critical.

Section 4.2 of the plan which defines "Qualifying General Termination" shall be
amended to include:
(c) the Company exits or transition all of its foodservice distribution business
("the foodservice event") during the term of the Plan, and (i) the foodservice
event is not a change-in-control as defined in the plan, and (ii)you
satisfactorily perform your current responsibilities and duties, and (iii) you
satisfactorily perform any new responsibilities assigned to you regarding the
divestiture of the foodservice distribution businesses, and (iv)you remain in
the position of Chief Operating Officer of Foodservice until such time that
Smart & Final no longer requires your service in that capacity and, after which,
not transfer to a mutually agreeable position within Smart & Final.

If the foodservice event occurs and you meet the requirements as defined above,
you will be entitled to receive an Enhanced General Severance Benefit as set
forth below:

Enhanced General Severance Benefit
(a) The severance period will be 24 months.
(b) The bonus will be paid at target during the severance period.
(c) Your options and restricted stock will 100% vest at the end of the severance
    period.
(d) Your options exercise rights will extend up to 3 years following the end of
    the severance period.
(e) You will qualify for Early Retirement of your vested SERP benefit without
    the reduction factor of 6% a year being applied

[**] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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Page -2-
February 27, 2003
Robert Schofield Severance

If the Company were to sell the foodservice distribution businesses, you would
not have to become employed by the acquiring Company. You would be expected to
cooperate to ensure a smooth transition, and be available to consult with the
acquiring Company under mutually agreeable terms. Should you decided to join the
acquiring company you would waive your severance benefits and your last day
worked would serve as the end of the severance period for purposes of (c) and
(d) above, and you would be guaranteed vesting credit for 5 service years on
your SERP. However, by joining the acquiring company, you would not waive your
rights to stock vesting and exercise rights as defined above, or your
qualification of early retirement of your vested SERP benefit as defined above.

Bob, it is the intent of this amendment to provide additional benefits to you if
there is a foodservice event that is not a change-in-control as defined in the
Plan. It is not the intent of this amendment to alter your rights or the
Company's rights if Smart & Final, Inc., were to go through a change-in-control.
If a change-in-control of Smart & Final were to occur, all provisions of the
Plan would still be in effect. Of course if there is no foodservice event or
change-in-control event, you are still eligible for the General Severance
Benefit as defined in the Plan.

Nothing contained herein or in the Plan is meant to constitute a contract of
employment, or a guarantee of employment or continued employment.

Our most immediate and primary objective is to turnaround the performance of our
foodservice distribution businesses. Your leadership is very important to
achieving success in this objective. For these reasons, your request for
protection has been granted. I look forward to your continued contributions.

                                                     Very truly yours,

                                                     /s/ Ross Roeder

                                                     Ross Roeder

Accepted

/s/ Robert J. Schofield
Robert Schofield

Date:  February 28, 2003