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                                                                EXHIBIT 10.45

                                BRUNO'S, INC.

                     DIRECTORS' DEFERRED COMPENSATION PLAN



                               Table of Contents




<TABLE>
<S>                                                              <C>
ARTICLE I      Definitions....................................   1
                                                                
ARTICLE II     Election to Defer..............................   2

ARTICLE III    Deferred Compensation Accounts.................   2

ARTICLE IV     Payment of Deferred Compensation...............   4

ARTICLE V      Administration.................................   4

ARTICLE VI     Amendment of Plan..............................   5
</TABLE>





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                                 BRUNO'S, INC.

                     DIRECTORS' DEFERRED COMPENSATION PLAN


                                   ARTICLE I

                                  DEFINITIONS


1.1  "Board" shall mean the Board of Directors of Bruno's, Inc.

1.2  "Cash Account" shall mean the account created by the Company pursuant to
     Article III of this Plan in accordance with an election by a Director to
     receive deferred cash compensation under Article II hereof.

1.3  "Common Stock" shall mean the Common Stock of the Company.

1.4  "Company" means Bruno's, Inc.

1.5  "Director" shall mean a member of the Board of Directors of the Company
     who is not an employee of the Company or any of its subsidiaries.

1.6  "Fees" shall mean amounts earned for serving as a member of the Board,
     including any committees of the Board.

1.7  "He", "Him" or "His" shall apply equally to male and female members of
     the Board.

1.8  "Plan" shall mean this Directors' Deferred Compensation Plan as it may be
     amended from time to time.

1.9  "Stock Account" shall mean the account created by the Company pursuant to
     Article III of this Plan in accordance with an election by a Director to
     receive stock compensation under Article II hereof.

1.10 "Year" shall mean a calendar year.


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                                   ARTICLE II

                               ELECTION TO DEFER


2.1  Within 30 days after the adoption of this Plan by the Board, a Director
     may elect to defer payment of all or a specified part of all Fees earned
     by the Director following such election for the Year in which this Plan is
     adopted and succeeding Years.  Any Director who does not make such an
     election may elect, on or before December 31 of any Year, to defer payment
     of all or a specified part of all Fees earned by the Director during the
     Year following such election and succeeding Years.  Any person who becomes
     a Director during any Year, and who was not a Director of the Company on
     the preceding December 31, may elect, before the Director's term begins,
     to defer payment of all or a specified part of all Fees earned by such
     Director during the remainder of such Year and for succeeding Years.  Any
     Fees deferred pursuant to this paragraph shall be paid to the Director at
     the time or times and in the manner specified in Article IV hereof.

2.2  An election to participate in this Plan and the manner of payment shall
     be designated by submitting a letter to the Secretary of the Company in
     the form attached hereto as Appendix A.

2.3  An election submitted by a Director pursuant to paragraph 2.2 above shall
     continue from Year to Year unless the Director terminates it by written
     request delivered to the Secretary of the Company prior to the
     commencement of the Year for which the termination is first effective.


                                  ARTICLE III

                         DEFERRED COMPENSATION ACCOUNTS


3.1  The Company shall maintain separate memorandum accounts for the Fees
     deferred by each Director.

3.2  On the date Fees become payable, the Company shall credit to the Cash
     Account of each Director the deferred portion of any Fees due the Director
     as to which an election to receive cash has been made.  Fees deferred in
     the form of cash (and interest thereon) shall be held in the general funds
     of the Company.

3.3  On the first day of each quarter, the Company shall credit the Cash
     Account of each Director with interest calculated on the basis of the
     balance in such Cash 



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     Account on the first day of each month of the preceding quarter at the
     Company's average borrowing rate as in effect from time to time.

3.4  The Company shall credit, on the date Fees become payable, the Stock
     Account of each Director with the number of shares of Common Stock which
     is equal to the deferred portion of any Fees due the Director as to which
     an election to receive Common Stock has been made, divided by the Stock
     Value on the date such fees would otherwise have been paid.  "Stock Value"
     shall mean the mean between "high bid" and the "low bid" prices of the
     Company's Common based on trading in the over-the-counter market on the
     date in question, or, if the principal market for the Common Stock is an
     exchange, the term "Stock Value" shall mean the last sales price for the
     Common Stock on the date in question as reported by such exchange.  If
     such price or prices are not available on the date in question, then the
     next preceding practicable date for which such prices are available shall
     be used.

3.5  The Company shall credit the Stock Account of each Director who has
     elected to receive deferred compensation in the form of Common Stock with
     the number of shares of Common Stock equal to any cash dividends (or the 
     fair market value of dividends paid in property other than dividends 
     payable in Common Stock) payable on the number of shares of Common Stock
     represented in each Director's Stock Account divided by the Stock Value on
     the dividend payment date.  Dividends payable in Common Stock will be
     credited to each Director's Stock Account in the form of the right to
     receive Common Stock.  If adjustments are made to the outstanding shares
     of Common Stock as a result of split-ups, recapitalizations, mergers,
     consolidations and the like, an appropriate adjustment also will be made
     in the number of shares of Common Stock credited to each Director's Stock
     Account.

3.6  Common Stock shall be computed to three decimal places.

3.7  The right to receive Common Stock at a later date shall not entitle any
     person to rights of a stockholder with respect to such Common Stock unless
     and until shares of Common Stock have been issued to such person pursuant
     to Article IV hereof.

3.8  The Company shall not be required to acquire, reserve, segregate, or
     otherwise set aside shares of its Common Stock for the payment of its
     obligations under this Plan, but shall make available as and when required
     a sufficient number of shares of its Common Stock to meet the needs of
     this Plan.

3.9  Nothing contained herein shall be deemed to create a trust of any kind or
     any fiduciary relationship.  To the extent that any person acquires a
     right to receive payments from the Company under this Plan, such right
     shall be no greater than the right of any unsecured general creditor of
     the Company.

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                                   ARTICLE IV

                        PAYMENT OF DEFERRED COMPENSATION


4.1  Except as provided below, amounts contained in a Director's Cash Account
     and/or Stock Account shall be distributed as provided in the election made
     by the Director pursuant to paragraph 2.2 of Article II hereof.
     Distributions shall begin with the first day of the Year following the
     Director's retirement or separation from the Board.  Amounts credited to a
     Director's Cash Account shall be paid in cash.  Amounts credited to a
     Director's Stock Account shall be paid, in the Company's sole discretion,
     in the form of Common Stock or cash (determined by multiplying the number
     of full shares in the Director's Stock Account by the then Stock Value).
     A cash payment shall be made with any final installment for any fractions
     of a share of Common Stock remaining in the Director's Stock Account.
     Such fractional share will be valued at the Stock Value on the date of
     settlement.  Any shares of Common Stock issued to a Director will contain
     those restrictive legends limiting their tansferablility as the Company's
     counsel shall advise.

4.2  Each Director shall have the right to designate a beneficiary who is to
     succeed to his right to receive payments hereunder in the event of his
     death.  Any designated beneficiary shall receive payment in the same
     manner as the Director if he had lived.  In case of a failure of
     designation or the death of a designated beneficiary without a designated
     successor, the balance of the amounts contained in the Director's Cash
     Account and/or Stock Account shall be payable in accordance with paragraph
     4.1 of Article IV hereof to the Director's or former Director's estate in
     full on the first day of the Year following the Year in which he dies.  No
     designation of beneficiary or change in beneficiary shall be valid unless
     in writing signed by the Director and filed with the Secretary of the
     Company.


                                   ARTICLE V

                                 ADMINISTRATION


5.1  The Company shall administer  the Plan at its expense.  All decisions
     made by the Company with respect to issues hereunder shall be final and
     binding on all parties.

5.2  Except to the extent required by law, the right of any Director or any
     beneficiary to any benefit or to any payment hereunder shall not be
     subject in any manner to attachment or other legal process for the debts
     of such Director or beneficiary, and any such benefit or payment shall not
     be subject to alienation, sale, transfer, assignment or encumbrance.


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                                   ARTICLE VI

                               AMENDMENT OF PLAN


6.1  The Plan may be amended, suspended or terminated in whole or in part from
     time to time by the Board, except that no amendment, suspension, or
     termination shall apply to any amounts previously credited to the Cash
     Account or Stock Account of any Director or beneficiary of a deceased
     Director.

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                                   APPENDIX A

                                                              Date______________

Walter M. Grant
Corporate Secretary
Bruno's, Inc.
800 Lakeshore Parkway
Birmingham, AL 35211

Dear Mr. __________:

     Pursuant to the Directors' Deferred Compensation Plan of Bruno's, Inc.
(the "Plan"), I hereby elect to defer receipt of all or a portion of my
Director's fees commencing ______________ and for succeeding calendar years in
accordance with the percentages indicated below.

     I elect to have my Director's fees (and committee fees, if any) credited
as follows (fill in appropriate percentages for options a, b and c, below):

                        (a)  _____% of the aggregate Director's fees shall be 
                             credited to my Cash Account as defined in the Plan;
                        (b)  _____% of the aggregate Director's fees shall be 
                             credited to my Stock Account as defined in the 
                             Plan;
                        (c)  _____% of the aggregate Director's fees shall not 
                             be deferred but shall be paid to me directly as 
                             they accrue.

     Further, I elect to receive the payments pursuant to the Plan (check
method desired below):
              _________ in one lump sum
              _________ in ________ equal annual installments

     Further, I understand that my Cash Account and Stock Account shall become
payable on the first day of January or as soon thereafter as is practicable
following my retirement or separation from the Board.

     In the event of my death prior to receipt of all or any balance of such
fees and interest or dividends thereon so accumulated, I designate
__________________________ as my beneficiary to receive the funds so
accumulated.


                                             Very truly yours,


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