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                                                                     Exh. 10.20




                           RANDALL'S FOOD MARKETS, INC.

                      DIRECTORS' DEFERRED COMPENSATION PLAN
                      -------------------------------------


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                           RANDALL'S FOOD MARKETS, INC.

                      DIRECTORS' DEFERRED COMPENSATION PLAN
                      -------------------------------------


                                Table of Contents
                                -----------------

<TABLE>
<S>           <C>                                                           <C>
ARTICLE I      DEFINITIONS.................................................  1

ARTICLE II     ELECTION TO DEFER...........................................  3

ARTICLE III    DEFERRED COMPENSATION ACCOUNTS..............................  3

ARTICLE IV     PAYMENT OF DEFERRED COMPENSATION............................  4

ARTICLE V      ADMINISTRATION..............................................  5

ARTICLE VI     AMENDMENT OF PLAN...........................................  5

</TABLE>

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                                   ARTICLE I.


                                  DEFINITIONS

I.1      "Board" shall mean the Board of Directors of Randall's Food Markets, 
         Inc.

I.2      "Book Value" shall be the quotient of (a) (i) $359,839,700 million 
         plus (ii) the aggregate net income of the Company from and after 
         June 29, 1997 (as decreased by any net losses from and after June 
         29, 1997 plus (iii) the aggregate dollar amount contributed to the 
         Company after June 29, 1997 as equity by the shareholders of the 
         Company (including consideration to be received upon exercise of the 
         Options and other stock equivalents), (iv) plus, to the extent 
         reflected as deductions to Book Value in clause (ii) above, or minus, 
         to the extent reflected as additions to Book Value in clause (ii) 
         above, unusual noncash items recognized by the Company, if and to 
         the extent determined in the sole discretion of the Compensation 
         Committee of the Board of Directors of the Company, minus (v) the 
         aggregate dollar amount of any dividends paid by the Company on and 
         after June 29, 1997 divided by (b) the sum of the number of shares 
         of Common Stock then outstanding and the number of shares of Common 
         Stock issuable upon the exercise of all outstanding stock options 
         and other rights to acquire Common Stock and the conversion of all 
         securities convertible into shares of Common Stock. The calculations 
         set forth in clauses (a) (ii), (a) (iii), (a) (iv) and (a) (v) of 
         the immediately preceding sentence shall be determined in accordance 
         with generally accepted accounting principles applied on a basis 
         consistent with any prior periods as reflected in the consolidated 
         financial statements of the Company.

I.3      "Change of Control" shall mean (i) a sale of all or substantially 
         all of the assets of the Company (other than in connection with 
         financing transactions or other similar transactions) to a person 
         who is not KKR or an affiliate (as such term is defined in Section 
         12b-2 of the Securities Exchange Act of 1934, as amended) of KKR 
         ("KKR Affiliates" and, together with KKR, the "KKR Entities"), (ii) 
         a sale by KKR or any KKR Affiliate resulting in more than 50% of the 
         voting stock of the Company being held by a person or group that 
         does not include a KKR Entity or (iii) (a) a merger or consolidation 
         of the Company into another person which is not a KKR Entity or (b) 
         any dilution of KKR's beneficial ownership interest in the Company 
         which results in the KKR Entities owning less than 50% of the 
         outstanding shares of the Common Stock of the Company; if and only 
         if any such event described in either (iii) (a) or (b) results in 
         the inability of the KKR Entities to elect a majority of the Board 
         of the Company (or a

<PAGE>

         resulting entity).

I.4      "KKR" shall mean Kohlberg, Kravis, Roberts & Co., L.P.

I.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.

I.6      "Plan" shall mean this Deferred Compensation Plan for Directors as 
         it may be amended from time to time.

I.7      "Fees" shall mean amounts earned for serving as a member of the 
         Board, including any committees of the Board.

I.8      "Year" shall mean calendar year.

I.9      "Common Stock" shall mean the Common Stock of the Company.

I.10     "Company" means Randall's Food Markets, Inc.

I.11     "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.

I.12     "Stock Value" shall mean, for any given day, (i) if the Common Stock 
         of the Company is not publicly traded, the Book Value of the 
         Company's Common Stock on such day, and (ii) if the Common Stock of 
         the Company is publicly traded, the closing price of the Company's 
         Common Stock as reported on the exchange upon which such Common 
         Stock is listed on such day or, if the closing price is not 
         available for the Common Stock on a date in question, then the next 
         preceding practicable date for which such closing price is available 
         (the "Public Stock Price"). Notwithstanding the foregoing, in the 
         event of a Change of Control and, within thirty (30) days, 
         thereafter, a Director becomes entitled to a distribution of the 
         Director's Stock Account, the Stock Value shall mean the price paid 
         in cash or the value of any consideration received in the 
         transaction resulting in the Change of Control by each holder of the 
         Company's Common Stock or, if greater, the Public Stock Price.

I.13     "He", "Him" or "His" shall apply equally to male and female members 
         of the Board.

<PAGE>

                                      ARTICLE II

                                   ELECTION TO DEFER

II.1     A Director may elect, on or before December 31 of any Year, to defer 
         payment of all or a specified part of all Fees earned during the Year 
         following such election and succeeding Years (until the Director 
         ceases to be a Director); provided, however, that with respect to Year 
         1998 a Director may elect, on or before March 31, 1998, to defer all 
         or a specified part of all Fees earned on or after March 31, 1998. Any 
         person who shall become 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 such Fees earned 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(s) and in the manner 
         specified in Article IV hereof, as designated by the Director.

II.2     The election to participate in the Plan and manner of payment shall be 
         designated by submitting a letter in the form attached hereto as 
         Appendix A to the Secretary of the Company.

II.3     The election 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

III.1    The Company shall maintain separate memorandum accounts for the Fees 
         deferred by each Director.

III.2    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 Fee due the Director as 
         to which an election to receive the Company Common Stock has been 
         made, divided by the Stock Value on the date such fees would otherwise 
         have been paid. For purposes of this Section 3.3, the Stock Value 
         shall be determined on the date fees would otherwise have been paid.


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III.3    The Company shall credit the Stock Account of each Director who has 
         elected to defer Fees with the number shares of Common Stock equal 
         to the cash dividends 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. 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 the Director's Stock Account.

III.4    Common Stock shall be computed to three decimal places.

III.5    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 the Plan,
         such right shall be no greater than the right of any unsecured 
         general creditor of the Company.


                            ARTICLE IV

                   PAYMENT OF DEFERRED COMPENSATION
                   -------------------------------

IV.1     Subject to the second succeeding sentence, amounts contained in a 
         Director's Stock Account shall be distributed as the Director's 
         election (made pursuant to Paragraph 2.2 of Article II hereof) 
         shall provide Distributions shall begin with the first day of the 
         Year following the Director's retirement or separation from the 
         Board, or the termination of the Plan. Amounts credited to a 
         Director's Stock Account shall be paid, in cash (determined by 
         multiplying the number of full shares in the Director's Stock 
         Account by the then Stock Value).

IV.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 
         death. Any designated beneficiary shall receive payments 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 Stock Account shall be payable in accordance with Section
         4.1 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.


<PAGE>

                              ARTICLE V

                            ADMINISTRATION
                           ----------------


V.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.

V.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.

                              ARTICLE VI

                           AMENDMENT OF PLAN
                          -------------------

VI.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 the payment to any Director or 
         beneficiary of a deceased Director of any amounts previously 
         credited to a Director's Stock Account.

<PAGE>

                                  APPENDIX A
                                  ----------

                                                        Date __________________


-----------------------------
Corporate Secretary
Randall's Food Markets, Inc. 

-----------------------------

----------------, ------- ---------

Dear Mr. ____________________


     Pursuant to the Randall's Food Markets, Inc. Directors' Deferred 
Compensation Plan, (the "Plan"), I hereby elect to defer receipt of all or a 
portion of my Director's fees commencing March [  ], 1998 and for succeeding 
calendar years commencing January 1, 1999 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 and b, below):

     (a)  ________% of the aggregate Director's fees shall be credited to my 
          Stock Account as defined in the Plan;

     (b)  ________% 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 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,




<PAGE>

                                                 March 31, 1998


Mr. Lee Straus
Corporate Secretary
Randall's Food Markets, Inc.
3663 Briarpark
Houston, Texas 77042

Dear Mr. Straus:

     Pursuant to the Randall's Food Markets, Inc. Directors' Deferred 
Compensation Plan (the "Plan"), I hereby elect to defer receipt of all or a 
portion of my Director's fees commencing March 31, 1998 and for succeeding 
calendar years commencing January 1, 1999 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 and b, below):

     (a)  _______% of the aggregate Director's fees shall be credited
          to my Stock Account as defined in the Plan;

     (b)  _______% 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 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,