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                                                                   Exhibit 10.y.


                              HEILIG-MEYERS COMPANY
                   EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT

         In June,  1986,__________  ("Executive")  and  Heilig-  Meyers  Company
("Company")  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  subsequently   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
amendment 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

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of the three consecutive  12-month periods (Fiscal Years) 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-five 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
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.

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                   (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 a 10-year
period. The first and second annual  pre-retirement  death benefit payments will
be equal to  one-hundred  percent of the  Executive's  Final  Compensation.  The
amount of each subsequent 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 for any reason other than for "due cause," 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.

                   For  purposes of this  Agreement,  "due cause" shall mean (i)
The commission of a crime of moral turpitude resulting in damage to the Company;
or (ii) The  commission  of a crime  against  the  property or person of another
employee.

         The Company's  Board of Directors or Compensation  Committee  shall, in
its discretion, determine whether "due cause" exists.

                   (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  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
by  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.

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

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