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                                                                   EXHIBIT 10.33


                                  BRUNO'S, INC.
                                 RETENTION PLAN


1.       PURPOSE AND TERM. This Bruno's, Inc. Retention Plan ("Plan"), effective
         as of January 28, 1998 ("Effective Date"), temporarily supplements key
         employees' salaries to maintain competitive compensation levels during
         their continued employment with Bruno's, Inc. ("Company"). The Plan
         shall expire as of January 29, 2000, but may be extended for an
         additional year by the Compensation Committee of the Board of Directors
         of the Company ("Compensation Committee") at its sole discretion.

2.       ELIGIBILITY AND PARTICIPATION. Each key employee who is determined by
         the Company to be eligible to participate in the Plan shall become a
         participant upon written notice by the Company addressed to such key
         employee, i.e., participation letter. The participation letter shall
         set forth the amount of retention bonus applicable to a participant and
         may set forth any additional terms and conditions of participation as
         the Company may, in its sole discretion, determine.

3.       TERMINATION OF PARTICIPATION. An employee's participation in the Plan
         shall automatically terminate, without notice to or consent of such
         employee, upon the first to occur of the following events with respect
         to such employee:

         (a)      termination of employment,

         (b)      death,

         (c)      disability (as determined for purposes of the Company's
                  long-term disability plan), or

         (d)      any other termination event explicitly described in his or her
                  participation letter.

4.       AMOUNT OF RETENTION BONUS.

         (a)      The amount of the retention bonus to which any participant is
                  entitled under the Plan in any fiscal year shall be set forth
                  in the participant's participation letter and shall be a
                  percentage (not exceeding 125% for any senior officer and 55%
                  for any other key employee) of the participant's annual base
                  salary in effect as of the date of payment (but not less than
                  his or her salary as of the first day of such fiscal year).

         (b)      Each participant who is employed by the Company during the
                  entire first six months of a fiscal year shall be entitled to
                  25% of his or her retention bonus and, if such participant
                  remains employed by the Company for the

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                  last six months of the fiscal year, such participant shall be
                  entitled to 75% of his or her retention bonus.

         (c)      Any employee who first becomes a participant during a fiscal
                  year shall be entitled to his or her retention bonus if such
                  participant remains employed by the Company on the last day of
                  such fiscal year; provided, however, that the Company may, in
                  its sole discretion, provide for an earlier payment of 25% or
                  less of his or her retention bonus as of any earlier date
                  designated in writing by the Company.

5.       PAYMENTS UPON TERMINATION. Subject to Section 6 hereof, a participant
         (or participant's estate) shall be entitled to a pro rata portion
         (based on completed calendar days) of the full amount of his or her
         retention bonus for any fiscal year, less any retention bonus received
         for such fiscal year, if during such fiscal year any of the following
         events occurs with respect to such employee: termination of employment
         by the Company without cause (as defined below), resignation by such
         employee for good reason (as defined below), death, disability (as
         determined for purposes of the Company's long-term disability plan) or,
         at the sole discretion of the Company, any other event explicitly
         described in such employee's participation letter and resulting in a
         termination of participation in the Plan.

         "Cause" means any act or any failure to act on the part of a
         participant which constitutes:

         (a)      willful malfeasance or willful misconduct by the participant
                  in connection with his employment which is injurious to the
                  Company or any of its affiliates or the Board of Directors of
                  the Company or any of its affiliates, including fraud,
                  embezzlement, theft, dishonesty, and property damage,

         (b)      willful or grossly negligent material violation of law in
                  connection with or in the course of the participant's duties
                  or employment with the Company or any of its affiliates,

         (c)      misdemeanor involving moral turpitude or felony for which the
                  participant is convicted or pleads nolo contendere,

         (d)      willful or grossly negligent engagement in any activity
                  competitive with the business of the Company as to which the
                  Company has notified the participant in writing and the
                  participant has not ceased within three business days
                  following such notice,

         (e)      failure to follow reasonable directions or instructions of a
                  more senior officer or the Board of Directors of the Company
                  as to which the Company has notified the participant in
                  writing and such failure shall 


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                  have continued for a period of three business days after
                  receipt of such notice,

         (f)      willful or grossly negligent breach of any stated material
                  employment policy of the Company, or

         (g)      willful and wrongful disclosure of confidential information of
                  the Company or any of its affiliates.

         No act or failure to act on the part of a participant shall be deemed
         to be "willful" if it was due primarily to an error in judgment or
         negligence.

         "Good Reason" means any of the following events with respect to a
         participant:

         (a)      any reduction in the participant's base salary or target bonus
                  opportunity,

         (b)      any material reduction by the Company of the participant's
                  duties, authority, support or responsibilities (except in
                  connection with the participant's termination for cause,
                  disability or resignation for good reason),

         (c)      any change in the participant's principal work location of
                  more than 35 miles from his or her principal work location as
                  of the Effective Date, or

         (d)      any reduction in the participant's employee benefits other
                  than changes approved in writing by the Chief Executive
                  Officer of the Company on the Effective Date.

6.       CHANGE IN CONTROL. Upon a participant's termination of employment
         without cause or resignation for good reason in contemplation of, on or
         after a change in control of the Company, the participant shall be
         entitled to receive an amount equal to the retention bonuses that would
         have been payable (and have not yet been paid) if the participant had
         remained employed through the term of the Plan. A termination of
         employment without cause or resignation for good reason within three
         months prior to a change in control of the Company shall be treated as
         being in contemplation of such change in control. Unless otherwise
         determined by unanimous vote of the Continuing Directors (as defined
         below) prior to any change in control, a "change in control of the
         Company" shall mean and be deemed to have occurred if:

         (a)      the Board of Directors of the Company shall adopt a resolution
                  of a plan of liquidation with respect to the Company,

         (b)      at any time Continuing Directors (as defined below) shall not
                  constitute a majority of the Board of Directors of the
                  Company, or

         (c)      Kohlberg Kravis Roberts & Co. and KKR Associates, L.P. and
                  their respective affiliates (collectively, "KKR") shall at any
                  time not own 

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                  directly or indirectly, beneficially and of record, a majority
                  of the outstanding voting stock of the Company.

         The term "Continuing Director" means, at any determination date, an
         individual (i) who is a member of the Board of Directors of the Company
         on the Effective Date, (ii) who, at such determination date, has been a
         member of such Board of Directors for at least the twelve preceding
         months, (iii) who has been nominated to be a member of such Board of
         Directors, directly or indirectly, by KKR or persons nominated by KKR,
         or (iv) who has been nominated to be a member of such Board of
         Directors by a majority of the other Continuing Directors then in
         office.

7.       PAYMENT. Retention bonuses shall be paid to participants in cash within
         five business days after they become entitled to such bonuses.

8.       ADMINISTRATION. The Company shall administer the Plan through the
         Compensation Committee, which shall have the power to do all things
         necessary or convenient to effect the intent and purposes of the Plan,
         including the power to:

         (a)      provide rules for the management, operation and administration
                  of the Plan,

         (b)      reasonably construe the Plan in good faith to the fullest
                  extent permitted by law, which shall be final and conclusive
                  upon all persons,

         (c)      correct any defect, supply any omission, or reconcile any
                  inconsistency in the Plan in such manner and to such extent as
                  it shall deem appropriate in its sole discretion to carry the
                  same into effect, and

         (d)      make reasonable determinations as to a participant's
                  eligibility for benefits under the Plan, including
                  determinations as to cause.

9.       BINDING AUTHORITY. The decisions of the Compensation Committee or its
         duly authorized delegate shall be final and conclusive for all purposes
         of the Plan, and shall not be subject to any appeal or review.

10.      NON-PROPERTY INTEREST. The Plan is unfunded and all liabilities
         hereunder shall be unsecured obligations of the Company.

11.      OTHER RIGHTS. The Plan shall not affect or impair the rights or
         obligations of the Company or a participant under any other written
         contract, arrangement, or pension, profit sharing or other compensation
         plan, and all amounts payable under the Plan shall be characterized as
         special bonuses and not as additional 


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         salary for purposes of such other contracts, arrangements or plans.

12.      AMENDMENT OR TERMINATION. The Plan is not subject to amendment or
         termination prior to the expiration of the term of the Plan except with
         respect to a participant who has consented in writing to any such
         amendment or termination.

13.      SEVERABILITY. If any term or condition of the Plan shall be invalid or
         unenforceable, the remainder of the Plan, with the exception of such
         invalid or unenforceable provision, shall not be affected thereby and
         shall continue in effect and application to its fullest extent.

14.      NO EMPLOYMENT RIGHTS. Neither the establishment nor the terms of the
         Plan shall be held or construed to confer upon any employee the right
         to a continuation of employment by the Company. Subject to any
         applicable employment agreement, the Company reserves the right to
         dismiss any employee, or otherwise deal with any employee to the same
         extent as though the Plan had not been adopted.

15.      TRANSFERABILITY OF RIGHTS. The Company shall have the unrestricted
         right to transfer its obligations under the Plan with respect to one or
         more participants to any person, including any purchaser of all or any
         part of the Company's business. No participant or spouse of a
         participant shall have any right to commute, encumber, transfer or
         otherwise dispose of or alienate any present or future right or
         expectancy which the participant may have at any time to receive
         payments of benefits hereunder, which benefits and the right thereto
         are expressly declared to be nonassignable and nontransferable, except
         to the extent required by law. Any attempt to transfer or assign a
         benefit, or any rights granted hereunder, by a participant shall (after
         consideration of such facts as it deems pertinent), be grounds for
         terminating any rights of the participant to any portion of the Plan
         benefits not previously paid.

16.      GOVERNING LAW. The Plan shall be construed, administered, and enforced
         according to the laws of the State of Alabama, except to the extent
         that such laws are preempted by the federal laws of the United States
         of America.


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