EXHIBIT 10.uu

                RHODES, INC. SUPPLEMENTAL EMPLOYEES' PENSION PLAN

                            (Effective March 1, 1995)


                                   ARTICLE 1.

         1 Purpose.  Rhodes,  Inc. (The  "Sponsoring  Company")  established the
Rhodes, Inc. Employees' Pension Plan (the "Employees' Pension Plan"),  effective
February 1, 1968, to provide  eligible  employees  with  retirement  benefits in
accordance  with  Sections 401 and 501 of the Internal  Revenue Code of 1986 and
other  provisions  of law  relating  to  qualified  employee  plans and  trusts.
Effective  March 1, 1976,  January 1, 1981 and January 1, 1989,  the  Sponsoring
Company  amended and  restated  the Plan in order to comply with  changes in the
law. Due to changes in the law which cut back  benefits for certain  executives,
Rhodes,  Inc.  Has  established  this excess  benefit  plan,  the  Rhodes,  Inc.
Supplemental  Employees'  Pension Plan, to provide full retirement  benefits for
certain officers of the Company.

         2 Source  of  Funds.  It is the  intention  of the  Company  that  this
arrangement  be unfunded  for tax  purposes  and for  purposes of Title I of the
Employee  Retirement  Income Security Act of 2974 (ERISA).  This Plan provides a
mere promise by the Company to make benefit payments in the future. Benefits are
payable  solely from the Company's  general assets and the Employee is a general
unsecured creditor of the company.

         3 Effective Date.  This Plan shall be effective March 1, 1995.

         4 ERISA.  The  Company  intends  that this Plan come within the various
exceptions  and  exemptions to the Employee  Retirement  Income  Security Act of
1974,  as  amended,  for an  unfunded  plan  maintained  for a "select  group of
management or highly compensated employees."

                                   ARTICLE 2.

         1 Accrued  Benefit.  "Accrued  Benefit"  means the  monthly  retirement
benefit payable at Normal  Requirement Age which a Participant has earned on any
given date, determined in accordance with Article 4.

         2 Affiliate. "Affiliate" means (a) any corporation which is a member of
the same controlled  group of  corporations  (within the meaning of Code Section
414(b)  as is a  Company,  (b) any  other  trade  or  business  (whether  or not
incorporated)  under common control  (within the meaning of Code Section 414(c))
with a Company,  (c) any other  corporation,  partnership or other  organization
which is a member of an  affiliated  service  group  (within the meaning of Code
Section  414(m))  with a  Company,  and  (d) any  other  entity  required  to be
aggregated with a Company pursuant to regulations under Code Section 414(o).

         3        Board of Directors.  "Board of Directors" means the Board of
 Directors of Rhodes, Inc.

         4        Code.  "Code" means the Internal Revenue Code of 1986, as
amended.

         5 Committee.  "Committee"  means the Plan  Administrative  Committee as
from time to time  appointed by the Board of Directors to administer the Plan in
accordance with Article 6.

         6  Company.  "Company"  means the  Sponsoring  Company,  its  corporate
successors, the surviving corporation resulting from any merger or consolidation
of the Sponsoring  Company with any other  corporation or corporations,  and any
Affiliate or other entity which has adopted the Plan.

         7        Deferred Vested Termination.  "Deferred Vested Termination"
means termination of employment after completing five Years of Service.

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         8 Disability.  "Disability"  means  entitlement  to receive  disability
income  benefits  under the  Social  Security  Act based on total and  permanent
disability.

         9 Early Retirement Date. "Early Retirement Date" means the first day of
the month  coincident  with or next  following  the date on which a  participant
elects to retire after attaining age 55 and completing five Years of Service.

         10 Effective Date. "Effective Date" means March 1, 1995 with respect to
the Sponsoring  Company.  With respect to each other Company  adopting the Plan,
the "Effective Date" shall be designated by the adopting Company and accepted by
the Sponsoring Company.

         11 Employee or Eligible  Employee.  "Employee"  or "Eligible  Employee"
means any person who is employed by a Company or any  Affiliate  for purposes of
the Federal Insurance  Contributions Act, who is an officer and who earns annual
compensation  in  excess  of the  compensation  limit  applicable  to  qualified
retirement plans under Code 401(a)(17),  as adjusted for cost of living pursuant
to the Code (2)ss. ($150,000 for 1995).

         12       Employees Pension Plan. The Rhodes, Inc. Employees' Pension
Plan, effective January 1, 1989, as amended from time to time.

         13       Normal Retirement Age.  "Normal Retirement Age" means the
attainment of age 65 and the completion of five (5) Years of Service.

         14       Normal Retirement Date.  "Normal Requirement Date" means the
first day of the month coincident with or next following the attainment of
Normal Retirement Age.

         15  Participant.  "Participant"  means any  Employee  who has  become a
Participant in the Plan until his or her vested  Accrued  Benefit has been fully
distributed from the Plan.

         16       Plan Year.  "Plan Year' means the calendar year.

         17 Qualified Joint and Survivor Annuity.  "Qualified Joint and Survivor
Annuity"  means  annuity  payable  in  monthly  installments  or the  life  of a
Participant  with a survivor  annuity for the life of his or her spouse which is
fifty percent (50%) of the amount of the annuity  payable during the joint lives
of the Participant and spouse, and which is the Actuarial Equivalent of a single
annuity for the life of the Participant.

         18 Qualified Preretirement Survivor Annuity.  "Qualified  Preretirement
Survivor  Annuity" means a single life annuity for the life of the Participant's
surviving spouse which is equal to fifty percent (50%) of the benefit that would
have been  payable to the  Participant  under the  Qualified  Joint and Survivor
Annuity if:

         19 Termination Completion Date. "Termination Completion Date" means the
last day of the fifth consecutive  One-Year Break in Service computation period,
determined  under  Section  2.23,  in which a  Participant  completes a Break in
Service.

         20 Year of Service. "Year of Service" means each Plan Year during which
an  Employee  completes  1,000 or more  Hours of Service  for the  Company or an
Affiliate. In determining Years of Service, an Employee shall not receive credit
for Hours of Service worked prior to attainment of age eighteen (18).


                                   ARTICLE 3.
                             [Intentionally Omitted]


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                                   ARTICLE 4.

         1 General Rule.  Transfer of a Participant  from one Company to another
Company or to an Affiliate shall not be deemed to be a termination of employment
of the  Participant.  Subject to the time  payments  begin under the  Employees'
Pension Plan, upon a Participant's  termination of employment on or after his or
her Normal  Retirement  Date,  Early  Retirement  Date,  or after  attainment of
eligibility for a benefit following Deferred Vested Termination, the Participant
shall be  entitled  to receive  from the  Company a monthly  retirement  benefit
payable  at the  participant's  Normal  Retirement  Date  equal  to the  monthly
retirement  benefit  that would be  payable  at such time  under the  Employees'
Pension  Plan,  determined  without  regard to the  limitations  imposed by Code
Sections  401(a)(17)  and  415,  offset,  but not  below  zero,  by the  monthly
retirement benefits payable at such time under the Employees' Pension Plan.

         2 Death Benefits.  [Text Illegible] commencement of retirement benefits
after  completing  at least five (5) Years of Service  shall only be eligible to
receive benefits in the form of a Qualified Preretirement Survivor Annuity based
on the benefit that would have been payable to the Participant  under this Plan.
The surviving spouse of a fully vested  Participant who dies prior to retirement
and who is not entitled to a Qualified  Preretirement Survivor Annuity under the
Employees'  Pension  Plan shall not be entitled to receive a benefit  under this
Plan.

         3 Accrued Benefit. The Accrued Benefit of a Participant under this Plan
is not  preserved  from year to year  without  possibility  of  reductions.  The
supplemental  benefit  under  this Plan is finally  determined  only at the time
payments  begin under the Plan and may  increase  or decrease  from year to year
prior to the time payments begin.

                                   ARTICLE 5.

         1 Manner of Payment.  The  payment of a  Participant's  vested  Accrued
Benefit  determined in accordance  with Article 4 shall be paid in the same form
and at the same time as payments are made under the Employees'  Pension Plan. If
a  Participant's  Accrued  Benefit  is  paid  before  the  Participant's  Normal
Retirement  Date, it shall be reduced for early  commencement to the extent (and
using the same  reduction  factors)  that the  Participant's  benefit  under the
Employees'  Pension Plan is reduced for early  commencement.  If a Participant's
Accrued Benefit is paid in a form other than a single life annuity, such benefit
shall be actuarially  equivalent (using the actuarial  equivalence  factors then
applicable to the participant under the Employees'  pension Plan) to the benefit
that would otherwise be payable to him or her under this Plan in the single life
annuity form.

         2        Benefit Application and Claims Procedure.
                 [Intentionally Omitted]

         3        Unfounded Arrangement. [Intentionally Omitted]

                                   ARTICLE 6.

         1 Appointment of Administrative Committee. The Board of Directors shall
appoint a Plan Administrative Committee to serve as a administrator of the Plan.
Any person,  including  directors,  shareholders,  officers and employees of the
Company,  shall be eligible to serve on the  Committee.  Any person  appointed a
member of the Committee  shall  signify his or her  acceptance in writing to the
Board  of  Directors.  The  Committee  may be the  same  as the  Committee  that
administers the Employees' Pension Plan.

         2 Powers and Duties of the Committee.  Except as otherwise  provided in
this  Plan,  the  committee  shall  have  authority  to  control  and manage the
operation  and  administration  of the Plan,  including  all  rights  and powers
necessary or  convenient to carry out its  functions  hereunder,  whether or not
such rights and powers are specifically  enumerated  herein. In particular,  the
Committee shall have sole and exclusive discretion, authority and responsibility

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for  administering,  construing and  interpreting the provisions of the Plan and
making  all   determinations   thereunder.   In  establishing   the  Committee's
discretion,  authority  and  responsibility,  it is the intent of the Company to
grant the Committee the broadest possible powers to interpret and administer the
Plan so that  judicial or other review of Committee  decisions is limited to the
extent  allowed by law and so that maximum  deference is given to all  Committee
decisions under or relating to the Plan.

         3  Administrative  Procedures.  The Committee may adopt such bylaws and
regulations as it deems desirable for the conduct of Plan affairs. The Committee
shall advise the Company of any Plan  actions in writing.  The  Committee  shall
keep  a  record  of all  its  actions  as a  Committee  and  shall  forward  all
appropriate  communications  to the Company.  Filing or delivery of any document
with or to the Committee in person or by registered or certified mail, addressed
in care of the  Company,  shall  be  deemed  a filing  with or  delivery  to the
Committee.

         4  Consultation  with  Advisors.  The  Committee may employ one or more
persons to render advice with regard to any responsibility it may have under the
Plan. The Committee may consult with counsel, actuaries, accountants, physicians
or other  advisors  (who may also be advisors for the Company) and may also from
time to time utilize the services of employees  and agents of the Company in the
discharge of its responsibilities.

         5 Committee Members as Participants. A member of the Committee may also
be a Participant,  but such member shall not make any discretionary  decision or
take any action  affecting  his or her  interest  as a  Participant  unless such
decision  or  action  is upon a  matter  that  affects  all  other  Participants
similarly  situated and confers no special  right,  benefit,  or  privilege  not
simultaneously conferred upon all such Participants.

         6 Records and Reports.  The  Committee  shall take any actions it deems
necessary or  appropriate  to comply with laws and  regulations  relating to the
Plan.

                                   ARTICLE 7.

         1 Amendment  of Plan by  Sponsoring  Company.  The  sponsoring  Company
reserves the right at any time to modify,  amend or terminate  the Plan in whole
or in part by  action of its  Board of  Directors.  No  Company  other  than the
Sponsoring Company shall have the right to modify,  amend or terminate the Plan.
Notwithstanding the foregoing,  each Company may terminate its own participation
in the Plan pursuant to Section 7.2.

         2  Termination  From Plan by a  Company.  Each  Company  other than the
Sponsoring  Company shall have the right to terminate its  participation  in the
Plan by Resolution of its board of directors or other appropriate governing body
and notice in writing  to the  Sponsoring  Company.  If  contributions  by or on
behalf  of a  Company  are  completely  terminated,  the Plan  shall  be  deemed
terminated as to such Company.  In the event of such a termination  by a Company
the Section  7.3 and 7.4 shall  govern the  interests  of the  Participants  and
Beneficiaries  who are affected by the termination,  except that the termination
shall not be a termination as to any other Company.

         3  Vesting Upon  Termination.  If the Plan is terminated by the
Sponsoring Company, the Plan shall terminate as to all Companies and the Accrued
Benefit of each affected  Participant shall be fully vested and  nonforfeitable.
In the event of the partial termination of the Plan, each affected Participant's
Accrued Benefit, shall be fully vested and nonforfeitable.

         4  Distributions  by Committee.  In the event of the termination of the
Plan,  all Accrued  Benefits  shall be paid in accordance  with the terms of the
Plan.

                                   ARTICLE 8.
                             [Intentionally Omitted]


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                            ARTICLE 9. Miscellaneous

         1 Limitation of  Assignment.  No benefit  payable under the Plan to any
person  shall be  subject  in any  manner  to  anticipation,  alienation,  sale,
transfer,  assignment,  pledge,  encumbrance  or  charge,  and  any  attempt  to
anticipate,  alienate, sell, transfer assign, pledge, encumbrance or charge, and
any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or
charge a  benefit  shall be void;  and no such  benefit  shall in any  manner be
liable for, or subject to, the debts,  contracts,  liabilities,  engagements  or
torts of any person, nor shall it be subject to attachment or legal process for,
or against,  such person,  and the same shall not be recognized  under the Plan,
except to such extent as may be required by law.

         2 Legally Incompetent  Distributee.  Whenever any benefit payable under
the Plan is to be paid to or for the benefit of any person who is  determined to
be incompetent by qualified  medical advice,  the Committee need not require the
appointment  of a guardian or custodian,  but is authorized to cause the benefit
(a) to be  paid to the  person  having  custody  of  each  incompetent,  without
intervention  of a  guardian  or  custodian,  (b) to pay the  benefit to a legal
guardian or custodian of such  incompetent if one has been appointed,  or (c) to
use the payment for the benefit of the incompetent.

         3 Notification of Addresses.  Each  Participant  and Beneficiary  shall
from time to time file with the  Committee  in writing his or her address or any
change of address.  Any communication,  statement,  or notice mailed to the last
address  filed  with the  Committee,  or if no such  address  was filed with the
Committee,  to the last address shown on the Company's records,  will be binding
on the  Participant or Beneficiary  for all purposes,  and neither the Committee
nor the Company shall be obliged to search for or ascertain the  whereabouts  of
any Participant or Beneficiary.

         4 Notice of  Proceedings  and Effect of Judgment.  In any  application,
proceeding or action in any court,  only the Company shall be a necessary party,
and no Participant or other person shall be entitled to any notice or service of
process  except as required by law. Any judgment or decree entered on account of
such application,  proceeding or action shall be finding and conclusive upon all
persons claiming under this Plan.

         5  Severability.  If any  provisions  of this Plan re held  illegal  or
invalid for any  reason,  such  illegality  or  invalidity  shall not affect the
remaining  parts of this Plan,  and this Plan shall be construed and enforced as
if the illegal and invalid provisions were not included.

         6 Limitation  of Rights.  Participation  in the Plan shall not give any
Employee any right or claim except to the extent that such right is specifically
fixed under the terms of the Plan.  The adoption of the Plan by a Company  shall
not be  construed  to give any  Employee a right to  continue in the employ of a
Company or to interfere  with the right of a Company to terminate the employment
of the Employee at any time.

         7  Controlling  Law.  The  laws of the  state of  Georgia  shall be the
controlling state law in all matters relating to the Plan and shall apply to the
extent not preempted by the laws of the United States of America.


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