**EXHIBIT 10.3.7**

**AMENDMENT NO. 7**

**TO THE**

**UNIFIED WESTERN GROCERS, INC.**

**SHELTERED SAVINGS PLAN**

Unified Western Grocers, Inc. (the “Company”) hereby amends the above-named plan (the “Plan”), effective as of January 1, 2006,as follows: 

1. Section 3.8 of the Plan is hereby amended in its entirety to read as follows: 

“Section 3.8: Actual Deferral Percentage Test. 

(a) It is the Company’s intent that all Elective Contributions shall satisfy the requirements of Code Section 401(k), asprovided in the final Regulations thereunder, effective for Plan Years beginning after December 31, 2005. 

(i)Accordingly, the amount of Elective Contributions made in any Plan Year on behalf of all Highly Compensated Employees shall not result in an Actual Deferral Percentage for such Highly Compensated Employees that exceeds the greater of: 

(A) the Actual Deferral Percentage for all Non-Highly Compensated Employees for the preceding Plan Year, multiplied by 1.25; or

(B) the Actual Deferral Percentage for all Non-Highly Compensated Employees for the preceding Plan Year, multiplied bytwo, provided that the Actual Deferral Percentage for all Highly Compensated Employees does not exceed the Actual Deferral Percentage for all Non-Highly Compensated Employees for the preceding Plan Year by more than two percentage points.

(ii) For the purposes of this **subsection (a)**, the amount of ElectiveContributions shall relate to Compensation that either (A) would have been received by the Participant in the Plan Year but for the Participant’s election to defer receipt of his or her Compensation pursuant to the terms of the Plan; or(B) is attributable to services performed by the Participant in the Plan Year and, but for the Participant’s election to defer, would have been received by the Participant within 2 1/2 months after the close of the Plan Year. 

(iii) For the purposes of **subsection (i)** above, the Company or Committee may elect, by amending the Plan, to use the current Plan Year rather than the preceding Plan Year. In that event, such election maynot be changed except as allowed for by the Secretary of the Treasury. 

(iv) For the purposes of **subsection(i)** above and for purposes of the first Plan Year, the Actual Deferral Percentage for all Non-Highly 

Compensated Employees for the preceding Plan Year shall be: (A) 3%; or (B) the Actual DeferralPercentage for all Non-Highly Compensated Employees for the first Plan Year, if so elected by the Committee. 

(v) If theCommittee elects to apply Code Section 410(b)(4)(B) to determine whether the cash or deferred arrangement provided for in the Plan satisfies the coverage requirements provided for in Code Section 410(b)(1), then for purposes of**subsection (i)** above, the Committee may exclude all eligible Employees (other than Highly Compensated Employees) who have not met the minimum age and service requirements of Code Section 410(a)(1)(A). 

(vi) For purposes of determining the ADP test, Elective Contributions, Deemed Elective Contributions and Additional Contributions must bemade before the end of the 12-month period immediately following the Plan Year to which the contributions relate. 

(b)Adjustment To Actual Deferral Percentage Tests. If the Committee determines at any time that the limitation on Elective Contributions set forth in **subsection (a)** above will be exceeded for any Plan Year: 

(i) the Company may, at its sole option (but still subject to the limitations contained elsewhere in the Plan), either (A) designatethat all or any portion of its Non-Elective Contribution for such Plan Year (if, and to the extent, it has been made prior to such date and has not been previously allocated pursuant to **Section 4.5**) shall be treated as an ElectiveContribution (the ‘Deemed Elective Contribution’) or (B) make an additional contribution (the ‘Additional Contribution’) on behalf of all Participants other than Highly Compensated Employees, or on behalf of allParticipants, in the amount necessary so that the limitation set forth in **subsection (a)** will not be exceeded. Any Deemed Elective Contribution or Additional Contribution shall be (A) prorated among the Participants on whose behalfit was made, on the basis of each such Participant’s Compensation for such Plan Year, and (B) credited to each such Participant’s Deferred Income Account; or 

(ii) the Committee shall reduce the amount of the Elective Contributions made by the Highly Compensated Employees in the amount necessaryso that the limitation set forth in **subsection (a)** above will not be exceeded. The amount by which each Highly Compensated Employee whose Elective Contributions is reduced (the ‘Excess Contributions’) shall be returned to theFirm to be paid to such Highly Compensated Employee pursuant to **subsection (h)** below. For purposes of the foregoing, the amount of Excess Contributions made by the Highly Compensated Employees for a Plan Year is the excess of:(a) the aggregate amount of Elective Contributions actually taken into account in computing the Actual Deferral Percentage for all Highly Compensated Employees for such Plan Year, over (b) the maximum amount of such Elective Contributionspermitted by the Actual Deferral Percentage test (determined by hypothetically reducing contributions made on behalf of Highly Compensated 

 

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Employees in order of the Actual Deferral Percentages, beginning with the highest of such percentages).Such amount of Excess Contributions shall be allocated to the Highly Compensated Employees who made the largest amounts of Elective Contributions during the Plan Year, beginning with the Highly Compensated Employee with the largest amount of suchElective Contributions and continuing in descending order until all the Excess Contributions have been allocated. This leveling method, under which the Elective Contributions made by the Highly Compensated Employee who made the largest amount ofElective Contributions during the Plan Year is reduced, shall be repeated to the extent required to: 

(A) Enable the Planto satisfy the Actual Deferral Percentage test described in **subsection (a)** above, or 

(B) Cause such HighlyCompensated Employee’s Elective Contributions to equal the Elective Contributions of the Highly Compensated Employee with the next largest amount of Elective Contributions. 

The amount of Excess Contributions to be distributed pursuant to **subsection (h)** below for a Plan Year withrespect to any Highly Compensated Employee shall not exceed the amount of Elective Contributions made on behalf of such Highly Compensated Employee for such Plan Year. To the extent a Highly Compensated Employee has not reached his or her Catch-upContribution limit under the Plan, Excess Contributions allocated to such Highly Compensated Employee shall be treated as Catch-up Contributions and will not be treated as Excess Contributions. If such excess amounts (other than Catch-upContributions) are distributed more than 2 1/2 months after the last day of the Plan Year in which such excessamounts arose, a 10% excise tax will be imposed on the Company with respect to such amounts. Excess Contributions shall be treated as annual additions under the Plan even if distributed. 

(c) For the purposes of this Section, the following definitions shall apply: 

(i) ‘Actual Deferral Percentage’ or ‘ADP’ shall mean, with respect to the groups consisting of (A) all HighlyCompensated Employees and (B) all Non-Highly Compensated Employees, the average of the Actual Deferral Ratios for each such group, calculated separately for each Participant in each such Group. 

(ii) ‘Actual Deferral Ratio’ shall mean the ratio that: 

(A) the amount of the Elective Contributions (excluding Catch-up Contributions), Deemed Elective Contributions, and AdditionalContributions made on behalf of each Participant for a Plan Year, bears to 

(B) such Participant’s Compensation forsuch Plan Year. 

 

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For purposes of computing Actual Deferral Percentages, an Employee who would be a Participant but for thefailure to make Elective Contributions shall be treated as a Participant on whose behalf no Elective Contributions are made. 

(d) For the purposes of this Section, the Actual Deferral Percentage for any Highly Compensated Employee who is eligible to have Elective Contributions, Deemed Elective Contributions, or Additional Contributions allocated to his or heraccount(s) under two or more plans or arrangements described in Code Section 401(k) that are maintained by the Company or any Affiliated Company shall be determined as if all such Elective Contributions, Deemed Elective Contributions, andAdditional Contributions were made under a single arrangement. 

(e) The determination and treatment of the ElectiveContributions, Deemed Elective Contributions, Additional Contributions, and Actual Deferral Percentage of any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury. 

(f) The determination of who is a Highly Compensated Employee, including the determination of the Compensation that is considered, will bemade in accordance with Code Section 414(q). 

(g) Distribution Of Excess Deferrals. 

(i) If any Participant has any Excess Deferrals for any calendar year, and if he or she makes a claim pursuant to **subsection(ii)** below, then the Excess Deferrals allocable to the Plan pursuant to such claim shall be returned to the Company to be distributed to such Participant. Such distribution shall be made no later than the April 15th following thecalendar year to which such Excess Deferrals relate. 

(ii) A Participant’s claim for Excess Deferrals shall be inwriting, signed by such Participant, and submitted to the Committee no later than the March 1st following the calendar year to which such Excess Deferrals relate. Such claim shall also specify the amount of such Participant’s ExcessDeferrals for such calendar year allocable to the Plan and shall be accompanied by such Participant’s statement that, if such Excess Deferrals are not distributed, such Excess Deferrals, when added to all amounts deferred by such Participantunder all plans, contracts or arrangements described in Code Sections 401(k), 408(k), or 403(b) of the Company or any Affiliated Company, exceed the limit imposed on such Participant by Code Section 402(g) for the year to which the ExcessDeferrals relate. 

(iii) For the purposes of this Section, a Participant’s ‘Excess Deferrals’ shall mean theamount of such Participant’s Elective Contributions that are allocated to the Plan pursuant to **subsection (i)** above, and that either (A) are made during the Participant’s taxable year and exceed the dollar limitation underCode Section 402(g) (including, if applicable, the dollar limitation on Catch-up 

 

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Contributions) for such year, or (B) are made during the calendar year and exceed the dollarlimitation under Code Section 402(g) (including, if applicable, the dollar limitation on Catch-up Contributions) for the Participant’s taxable year beginning in such calendar year, counting only Elective Contributions made under the Planand any other plan, contract, or arrangement maintained by the Company or any Affiliated Company. 

(iv) The Excess Deferralsshall be adjusted for income, gain or loss for the Plan Year pursuant to any reasonable method adopted by the Committee, provided that the method does not violate Code Section 401(a)(4), is used consistently for all Participants and for allExcess Deferrals under the Plan for the Plan Year, and is used by the Plan for allocating income to Participants’ Accounts. 

(v) The Committee may elect to (and after 2005 shall) further adjust the Excess Deferrals for income, gain or loss for the gap period between (A) the last day of the Plan Year and (B) the date of distribution of the ExcessDeferrals, provided that such adjustments are made pursuant to any reasonable method adopted by the Committee that does not violate Code Section 401(a)(4) and is used consistently for all Participants and for all Excess Deferrals under the Planfor the Plan Year. 

(h) Distribution Of Excess Contributions. 

(i) Despite any other provision of the Plan, any Excess Contributions that are to be distributed pursuant to **Section 3.8(b)**,and the income, gain or loss allocable thereto, shall be distributed no later than the last day of the Plan Year following the Plan Year to which such Excess Contributions relate. 

(ii) The Excess Contributions shall be adjusted for income, gain or loss for the Plan Year pursuant to any reasonable method adopted bythe Committee, provided that the method does not violate Code Section 401(a)(4), is used consistently for all Participants and for all Excess Contributions under the Plan for the Plan Year, and is used by the Plan for allocating income toParticipants’ Accounts. 

(iii) The Committee may elect to (and after 2005 shall) further adjust the ExcessContributions for income, gain or loss, for the gap period between (A) the last day of the Plan Year and (B) the date of distribution of the Excess Contributions, provided that such adjustments are made pursuant to any reasonable methodadopted by the Committee that does not violate Code Section 401(a)(4) and is used consistently for all Participants and for all Excess Contributions under the Plan for the Plan Year. 

 

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(iv) The Excess Contributions that would otherwise be distributed to a Participant shallbe reduced, in accordance with the Regulations, by the amount of Excess Deferrals distributed to such Participant.” 

2.Section 3.9 of the Plan is hereby amended in its entirety to read as follows: 

“Section 3.9: Actual ContributionPercentage Test. 

(a) It is the Company’s intent that all Matching Contributions shall satisfy the requirements ofCode Section 401(m), as provided in the final Regulations thereunder, effective for Plan Years beginning after December 31, 2005. 

(i) Accordingly, the ‘Actual Contribution Percentage’ for Eligible Participants in any Plan Year who are all Highly Compensated Employees shall not exceed the greater of: 

(A) the Actual Contribution Percentage for all eligible Participants who are Non-Highly Compensated Employees for the preceding PlanYear, multiplied by 1.25; or 

(B) the Actual Contribution Percentage for all eligible Participants who are Non HighlyCompensated Employees for the preceding Plan Year, multiplied by two, provided that the Actual Contribution Percentage for all eligible Participants who are Highly Compensated Employees does not exceed the Actual Contribution Percentage for allParticipants who are Non-Highly Compensated Employees for the preceding Plan Year by more than two percentage points. 

(ii)For the purposes of **subsection (i)** above, the Company or Committee may elect, by amending the Plan, to use the current Plan Year rather than the preceding Plan Year. In that event, such election may not be changed except as allowed forby the Secretary of the Treasury. 

(iii) For the purposes of **subsection (i)** above and for purposes of the firstPlan Year, the Actual Contribution Percentage for all Non-Highly Compensated Employees for the preceding Plan Year shall be (A) 3%, or (B) the Actual Contribution Percentage for all Non-Highly Compensated Employees for the first Plan Year,if so elected by the Committee. 

(iv) If the Committee elects to apply Code Section 410(b)(4)(B) to determine whetherthe Plan satisfies the coverage requirements provided for in Code Section 410(b)(1), then for purposes of **subsection (i)** above, the Committee may exclude all eligible Employees (other than Highly Compensated Employees) who have notmet the minimum age and service requirements of Code Section 410(a)(1)(A). 

 

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(b) Definitions. For the purposes of this Section, the following definitions shallapply: 

(i) ‘Actual Contribution Percentage’ shall mean, with respect to the groups consisting of (A) allHighly Compensated Employees and (B) all Non-Highly Compensated Employees, the average of the Actual Contribution Ratios for each such group, calculated separately for each Participant in each such group. 

(ii) ‘Actual Contribution Ratio’ for a Plan Year shall mean the ratio that: 

(A) the amount of the Matching Contributions made on behalf of each Participant for a Plan Year, bears to 

(B) such Participant’s Compensation for such Plan Year. 

The Actual Contribution Ratio must be rounded to the nearest 100th of 1%. 

(iii) ‘Excess Aggregate Contributions’ shall mean, for each Highly Compensated Employee, the total Matching Contributions madeon behalf of such Highly Compensated Employee for such Plan Year, minus the amount determined by multiplying the Employee’s Actual Contribution Ratio by the Employee’s Compensation for such Plan Year. 

(c) Elective Deferrals And Non-Elective Contributions. For purposes of determining the Actual Contribution Percentage and theamount of Excess Aggregate Contributions pursuant to this Section, only Matching Contributions contributed to the Plan prior to the end of the succeeding Plan Year shall be considered. In addition, the Committee may elect to take into account, withrespect to Employees eligible to have Matching Contributions pursuant to this Section allocated to their accounts, elective deferrals (as defined in Regulation 1.402(g)1(b)) and qualified nonelective contributions (as defined in CodeSection 401(m)(4)(c)) contributed to any plan maintained by the Company. Such elective deferrals and qualified non elective contributions shall be treated as Matching Contributions subject to Treasury Regulation Section 1.401(m) 1(b)(2).However, the Plan Year must be the same as the plan year of the plan to which the elective deferrals and the qualified nonelective contributions are made. 

(d) Plan Aggregation. For purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(m), if two or more plans, which are maintained by the Company or any Affiliated Company, to which matchingcontributions, Employee contributions, or both, are made, are treated as one plan for purposes of Code Sections 401(a)(4) or 410(b) (other than the average benefits tests under Code Section 410(b)(2)(A)(ii)), such plans shall be treated as oneplan. 

(i) In addition, two or more plans of the Company to which matching contributions, Employee contributions, or both,are made may be considered as a single plan for purposes of determining whether or not such plans satisfy Code Sections 401(a)(4), 410(b) and 401(m). In such a case, the 

 

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aggregated plans must satisfy this Section and Code Sections 401(a)(4), 410(b) and 401(m) as though suchaggregated plans were a single plan. However, plans may be aggregated under this subsection only if they have the same plan year. 

(ii) Despite the foregoing, an employee stock ownership plan described in Code Section 4975(e)(7) may not be aggregated with this Plan for purposes of determining whether the employee stock ownership plan or this Plan satisfies thisSection and Code Sections 401(a)(4), 410(b) and 401(m). 

(e) Contribution Aggregation. If a Highly CompensatedEmployee is a Participant under two or more plans (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)) which are maintained by the Company or an Affiliated Company to which matching contributions, Employeecontributions, or both, are made, all such contributions on behalf of such Highly Compensated Employee shall be aggregated for purposes of determining such Highly Compensated Employee’s Actual Contribution Ratio. However, if the plans havedifferent plan years, this subsection shall be applied by treating all plans ending with or within the same calendar year as a single plan. 

(f) Distribution of Excess Aggregate Contributions. 

(i) If the Committee determinesat any time that the limitation on Matching Contributions set forth in subsection**(a)** above will be exceeded for any Plan Year, the Committee (on or before the end of the following Plan Year) shall direct the Trustee to: 

(A) distribute to the Highly Compensated Employee who received the most Matching Contributions during the Plan Year, his or her vestedportion of Excess Aggregate Contributions (and income allocable to such contributions) or, 

(B) if forfeitable, forfeitsuch non-vested Excess Aggregate Contributions attributable to Matching Contributions (and income allocable to such Forfeitures) 

until either one of the tests set forth in this Section is satisfied, or until the amount of Matching Contributions that such Highly Compensated Employee received equals the Matching Contributions received by theHighly Compensated Employee who received the second highest Matching Contributions. This process shall continue until one of the tests set forth in this Section is satisfied. If such Excess Aggregate Contributions are distributed more than 2 1/2 months after the last day of the Plan Year in which such excess amounts arose, a 10% excise tax will be imposed onthe Company with respect to those amounts. 

(ii) The Excess Aggregate Contribution shall be adjusted for income, gainor loss for the Plan Year pursuant to any reasonable method adopted by the Committee, provided that the method does not violate Code Section 401(a)(4), is used consistently for all Participants and for all Excess Aggregate Contributions underthe Plan for the Plan Year, and is used by the Plan for allocating income to Participants’ Accounts. 

 

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(iii) The Committee shall further adjust the Excess Aggregate Contributions for income,gain or loss for the gap period between (A) the last day of the Plan Year and (B) the date of distribution of the Excess Aggregate Contributions, provided that such adjustments are made pursuant to any reasonable method adopted by theCommittee that does not violate Code Section 401(a)(4) and is used consistently for all Participants and for all Excess Aggregate Contributions under the Plan for the Plan Year. 

(iv) Any distribution (and/or Forfeiture) of less than the entire amount of Excess Aggregate Contributions (and income) shall be treatedas a pro rata distribution (and/or Forfeiture) of Excess Aggregate Contributions and income. Distribution of Excess Aggregate Contributions shall be designated by the Company as a distribution of Excess Aggregate Contributions (and income).Forfeitures of Excess Aggregate Contributions shall be treated in accordance with **Section 4.4**. However, no such Forfeiture may be allocated to a Highly Compensated Employee whose contributions are reduced pursuant to this Section.

(v) Excess Aggregate Contributions shall be treated as Company contributions for purposes of Code Sections 404 and 415 evenif distributed from the Plan. 

(vi) The determination of the amount of Excess Aggregate Contributions with respect to anyPlan Year shall be made after first determining the Excess Contributions, if any, to recharacterized as a Deemed Elective Contribution (as described in **Section 3.8(b)** above) for the plan year of any other qualified cash or deferredarrangement (as defined in Code Section 401(k)) maintained by the Company that ends with or within the Plan Year. 

(vii) Despite the above, within 12 months after the end of the Plan Year, the Company may make a special qualified Non Elective Contribution on behalf of Non Highly Compensated Employees in an amount sufficient to satisfy one of the testsset forth in this Section. Such contribution shall be allocated to the Deferred Income Account of each Participant who is Non-Highly Compensated Employee in the same proportion that each such Participant’s Compensation for the Plan Year bearsto the total Compensation of all such Participants for such Plan Year. A separate accounting shall be maintained for the purpose of excluding such contributions for the ‘Actual Deferral Percentage’ test set forth in**Section 3.8**.” 

*** * * * ***

 

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The Company has caused this Amendment No. 7 to be signed on the date indicated below, to beeffective as indicated above. 

 
 “Company” UNIFIED WESTERN GROCERS, INC.Dated: December 22, 2006 By: 
/s/ Donald E. Gilpin
 Its: Vice President, Human Resources
 

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