Exhibit 10.aa.
                        HEILIG-MEYERS COMPANY
            EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT

         ____________________    ("Executive")   and    Heilig-Meyers    Company
("Company") have previously  entered into an Executive  Supplemental  Retirement
Agreement  ("Agreement") to provide  supplemental  retirement income payments at
normal retirement or upon an earlier termination of employment.
         The Agreement was amended and restated,  effective  September 15, 1989,
to reflect a change in the level of benefits  provided and to make certain other
clarifying  changes  in the  Agreement.  The  Agreement  is hereby  amended  and
restated, effective as of January 1, 1996.
 1. Purpose. The purpose of this Agreement is to assist the Company in retaining
an Executive  whose  judgment,  abilities and experience  will contribute to its
continued  progress.   The  Agreement  provides  deferred  compensation  for  an
Executive considered by the Board to be a member of a select group of management
and highly compensated employees.  The Board has determined that the benefits to
be paid to the Executive under this Agreement constitute reasonable compensation
for the services rendered and to be rendered by the Executive. The Agreement was
originally  effective  as of June 1, 1986.  The  Company now wishes to amend and
restate the Agreement effective as of January 1, 1996.

 2.      Definitions.

                   (a)  Agreement.  This Heilig-Meyers Company Executive
         Supplemental Retirement Agreement, as in effect on June 1, 1986 and
         as subsequently amended.

                   (b)  Beneficiary.   A  person  or  persons  or  other  entity
         designated by the  Executive to receive the payment of the  Executive's
         benefits under this Agreement.  If there is no valid designation by the
         Executive,  or if the  designated  Beneficiary  is not  living or, if a
         trust,  is not in existence at the time of the Executive's  death,  the
         Executive's Beneficiary is the Executive's estate.

                   (c)  Board.  The Board of Directors of the Company.

                   (d)  Committee.  The Compensation Committee of the Board.

                       (e) Company. Heilig-Meyers Company.

                   (f)  Executive.____________________

                   (g)  Final Compensation.  The Committee will compare
         Executive's most recent base salary established by the Committee
         for each of the three consecutive 12-month periods (Fiscal Years)

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         immediately preceding the month in which Executive attains age 65, dies
         or terminates  employment  before  attaining age 65, also including any
         bonus  paid or payable  to  Executive  on account of each of the Fiscal
         Years.  Executive's final compensation shall be the highest amount paid
         or payable to  Executive  during (or on account  of) one of those three
         Fiscal Years.

 3.      Administration.

                   (a) This Agreement is administered by the Committee.  Subject
         to the  Agreement's  provisions,  the  Committee  may  adopt  rules and
         regulations necessary to carry out the Agreement's purposes. Subject to
         subsection 3(b), the Committee's interpretation and construction of any
         Agreement provision is final and conclusive.

                   (b) If for any reason a benefit due under this  Agreement  is
         not paid when due,  the  person  entitled  to such  benefit  may file a
         written claim with the Committee. If the claim is denied or no response
         is  received  within 90 days (in which case the claim will be deemed to
         have been denied), the person may appeal the denial to the Board within
         60 days of the denial. In pursuing an appeal, an individual may request
         that a  responsible  officer  review the denial,  may review  pertinent
         documents, and may submit issues and comments in writing. A decision on
         appeal  will be made  within 60 days after the  appeal is made,  unless
         special  circumstances  require  the Board to  extend  the  period  for
         another 60 days.  The  decision of the Board shall be final and binding
         upon both the Committee and the appellant.

 4.      Benefits.

                   (a)  Normal Retirement.

                        (i) If the  Executive  retires at or after age 65,  upon
                   his  retirement  he will be  entitled  to  receive  an annual
                   retirement  benefit  that  will  be  distributed  in  monthly
                   payments for a 15-year  period.  The first annual  retirement
                   benefit  will be equal to twenty  percent of the  Executive's
                   Final  Compensation.  The  amount of each  subsequent  annual
                   retirement  benefit  will be an amount  equal to the previous
                   year's annual retirement benefit increased by 4%.

                        (ii) If the Executive dies after  retirement at or after
                   age 65, but  before he has  received  payments  for a 15-year
                   period,  the balance of the payments due to him shall be made
                   to the Executive's  Beneficiary.  Payments to the Executive's
                   Beneficiary shall be distributed on a monthly basis unless

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                   the  Committee  selects  another   distribution  method  (for
                   example,  annual payments or a lump sum payment equivalent in
                   value to the unpaid payments). If the Beneficiary dies before
                   he receives  all of the  payments  due to him, the balance of
                   the payments due shall be paid to the Beneficiary's estate.

                   (b)  Pre-Retirement Death.

                        (i) If the  Executive  continues  to be  employed by the
                   Company and dies  before  attaining  age 65, his  Beneficiary
                   shall   receive  an  annual   death   benefit  that  will  be
                   distributed  in monthly  payments for an 8-year  period.  The
                   amount of each annual  pre-retirement  death benefit  payment
                   will be an amount equal to fifty  percent of the  Executive's
                   Final Compensation.

                        (ii) If the  Beneficiary  dies before he receives all of
                   the  payments  due to him,  the balance of the  payments  due
                   shall be paid to the Beneficiary's estate. The Committee,  in
                   its  sole  discretion,  may  authorize  another  distribution
                   method (for example,  a lump sum payment  equivalent in value
                   to the unpaid payments).

                   (c) Termination of Employment Before Age 65. If the Executive
         terminates  employment with the Company or is terminated by the Company
         before attaining age 65 under  circumstances  entitling  Executive to a
         payment  under the  Company's  Severance  Plan he shall be  entitled to
         receive in a lump sum within 30 days of such  termination  the  present
         discounted value of the annual benefit that would have been paid over a
         15-year  period  under this  Agreement  if he had  retired at age 65 in
         accordance  with  paragraph  4(a)  above.  In  determining  the present
         discounted value of benefits under Section  4(a)(i),  the interest rate
         employed  shall  be  equal  to  120%  of the  Applicable  Federal  Rate
         determined  under  Internal  Revenue Code Section  1274(d),  compounded
         semi-annually.

                   (d) Timing of Distributions.  Payments to the Executive begin
         on the first  day of the month  after  the  Executive's  retirement  or
         termination  of employment.  Payments to a Beneficiary  begin on a date
         selected by the Committee  within six months of the Executive's date of
         death.

 5.      Designation of Beneficiary.

                   (a) The Executive may designate a Beneficiary  to receive any
         benefits  due under this  Agreement  upon the  Executive's  death.  The
         Beneficiary  designation  must  be  made  by  executing  a  Beneficiary
         designation form provided by the Committee.

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                   (b)  The   Executive   may  change  an  earlier   Beneficiary
         designation by a later execution of a Beneficiary  designation  form. A
         Beneficiary  designation  is not binding on the Company until the Chief
         Financial Officer receives the Beneficiary designation form.

 6.      Obligation of the Company.  The amounts payable under this
         Agreement are to be satisfied solely out of the general assets of
         the Company that remain subject to the claims of its creditors.  A
         benefit is at all times a mere contractual obligation of the
         Company.  The Executive and his Beneficiaries have no right, title,
         or interest in benefits or any claim against them.  The Company
         will not segregate any funds for benefits nor issue any notes or
         security for the payment of any benefits.  No provision of this
         Agreement shall be construed as giving the Executive any right to
         continue in the employ of the Company.

 7.      Restrictions on Transfer.  Any benefits to which the Executive or
         his Beneficiary is or may become entitled under this Agreement are
         not subject in any manner to anticipation, alienation, sale,
         transfer, assignment, pledge, encumbrance, or charge, and any
         attempt to do so is void.  Benefits are not subject to attachment
         or legal process for the debts, contracts, liabilities,
         engagements, or torts of the Executive or his Beneficiary.  This
         Agreement does not give the Executive any interest, lien, or claim
         against any specific asset of the Company.  The Executive and his
         Beneficiaries have only the rights of a general creditor of the
         Company.

 8.      Assignments.  The Executive's interest in a benefit under this
         Agreement is not assignable by the Executive or his Beneficiary.
         The Company may assign its responsibilities and obligations under
         this Agreement to anyone with or without notice to the Executive or
         Beneficiaries.

 9.      Amendment or Termination.

                   (a)  Subject to subsections 9(b) and (c) the Board may amend
         or terminate this Agreement at any time.

                   (b) The Board may not amend or  terminate  this  Agreement if
         that action would  reduce the benefit  payable in the future or suspend
         or interrupt  the payment of benefits to the Executive or a Beneficiary
         who is receiving payments pursuant to Section 4.

                   (c) This  Agreement  may not be amended or  terminated if (i)
         the Company's common stock is no longer publicly  traded,  or (ii) as a
         result of, or in connection  with,  any cash tender or exchange  offer,
         merger or other  business  combination,  sale of  assets  or  contested
         election, or any combination of the foregoing

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         transactions, the persons who were directors of the Company before such
         transaction  shall  cease to  constitute  a  majority  of the  Board of
         Directors of the Company or any successor to the Company.

10.      Successors and Assigns. This Agreement shall be binding on the Company,
         its successors,  and assigns. Should there be a consolidation or merger
         of the Company with or into another  corporation,  or a purchase of all
         or substantially all of the asset of the Company by another entity, the
         surviving  or  acquiring  corporation  will  succeed  to the rights and
         obligations of the Company under this Agreement.

11.      Enforcement by Executive. If litigation shall be brought by the Company
         or  Executive in good faith to enforce or  interpret  any  provision of
         this  Agreement,  or if Executive  shall have to  institute  litigation
         brought in good faith to enforce any of his rights under the Agreement,
         the Company shall  indemnify  Executive for his  reasonable  attorney's
         fees and disbursements incurred in any such litigation.

12.      Computations.  The computation of the amount of any payment or
         benefit under this Agreement shall be made by the Company's then
         independent public accountants.

13.      Construction.  For construction, one gender includes the other, and
         the singular and plural include each other where the meaning would
         be appropriate.  This Agreement is construed in accordance with the
         laws of the Commonwealth of Virginia (other than its choice-of-law
         rules), except to the extent that the laws of the United States of
         America have superseded those laws.  The headings in this Agreement
         have been inserted for convenience of reference only and are to be
         ignored in any construction of the provisions.  If a provision of
         this Agreement is not valid, that invalidity does not affect other
         provisions.
                                            HEILIG-MEYERS COMPANY
Date: ____________________                  By_______________________________

Date: ____________________                  _________________________________

                                                       Executive Name


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