EXHIBIT 10.o


                                  HEILIG-MEYERS

                     EMPLOYEES' SUPPLEMENTAL PROFIT SHARING

                           AND RETIREMENT SAVINGS PLAN


     The  Heilig-Meyers  Employees'  Supplemental  Profit Sharing and Retirement
Savings  Plan,  originally  adopted  effective  as of March 1,  1991,  is hereby
amended and restated effective as of January 1, 1999.


                                     PURPOSE

     This Plan is established and maintained solely for the purpose of providing
a  select  group  of  highly-compensated   and  management  employees  with  the
opportunity to defer that portion of their  compensation that they are precluded
from deferring under the Heilig-Meyers  Employees' Profit Sharing and Retirement
Plan as a result of limitations imposed under the Internal Revenue Code of 1986.
The  Plan  is  also  intended  to  provide  eligible   employees  with  deferred
compensation  equal to the  amount  of  matching  contributions  that  cannot be
allocated to their accounts  under the Employees'  Profit Sharing and Retirement
Savings Plan. The Board has  determined  that the benefits to be paid under this
Plan  constitute  reasonable  compensation  for the services  rendered and to be
rendered by eligible employees.


                                   DEFINITIONS

     Whenever used in this Plan, unless the context clearly indicates otherwise,
the following terms shall have the following meanings:

     2.01  Account:  A  Participant's  Deferrals  Account and  Matching  Credits
Account, collectively.

     2.02  Adjustment  Date:  The last day of each Plan Year.  The Committee may
establish more frequent Adjustment Dates, if the Committee deems it appropriate.

     2.03 Beneficiary: Any person, persons or entity designated by a Participant
or otherwise  entitled to receive Benefits payable to the Participant  following
his  or  her  death.  Beneficiary  designations  shall  be  made  as  part  of a
Participant's  Deferral  Election and may be changed by the  Participant  at any
time  before  the date on which  payment  of the  Participant's  Benefits  is to
commence. A Participant may designate primary and secondary Beneficiaries.

     2.04  Benefits:  The aggregate  amount of Deferrals,  Matching  Credits and
Earnings  that have been credited to a  Participant's  Account with respect to a
Deferral Election.

     2.05  Board:  The Board of Directors of the Company.

     2.06  Code:  The  Internal  Revenue  Code  of  1986,  as  amended,  or  any
subsequently  enacted federal revenue law.  Reference to a particular section of
the Code shall include a reference to any  regulations  issued under the section
and to the  corresponding  section of any  subsequently  enacted federal revenue
laws.

     2.07 Committee:  The administrative  committee  established pursuant to the
terms of the Qualified Plan.

     2.08  Company:  Heilig-Meyers  Company and any other  Related  Company that
adopts the Qualified Plan with the consent of the Company.


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     2.09 Company  Matching  Contributions:  Has the meaning  given to that term
under the Qualified Plan.

     2.10 Company Matching  Contributions Account: Has the meaning given to that
term under the Qualified Plan.

     2.11  Compensation:  The total amounts paid by the Company  during the Plan
Year to an Eligible  Employee for personal  services,  but excluding  payment of
relocation  expenses and  compensation  received in connection with stock option
plans, stock purchase plans and fringe benefit arrangements.  Compensation shall
be  determined  before  taking  into  account  any  reduction  resulting  from a
Participant's election to have Salary Reduction  Contributions or Deferrals made
on his or her behalf pursuant to the Qualified Plan or under this Plan.

     2.12 Deferral Election: An election filed with the Company by a Participant
to defer Compensation under the Qualified Plan and this Plan.

     2.13 Deferrals: Amounts credited to a Participant's Deferrals Account under
Section 4.01.

     2.14 Deferrals Account:  The bookkeeping account established and maintained
for each  Participant  to  record  such  Participant's  Deferrals  and  Earnings
thereon.

     2.15 Earnings: The amount of earnings, if any, that accrue on Participants'
Deferrals and Matching Credits pursuant to Section 4.06.

     2.16 Eligible Employee:  Any employee who:

               (i) is a management or highly  compensated  employee  (within the
          meaning of section 201(2) of the Employee  Retirement  Income Security
          Act of 1974);

               (ii) is designated by the Committee as eligible for participation
          in the Plan; and

               (iii) is a participant in the Qualified Plan.

     2.17 Matching Credits: Amounts credited to a Participant's Matching Credits
Account under Section 4.02.

     2.18 Matching  Credits  Account:  The bookkeeping  account  established and
maintained for each Participant to record such  Participant's  Matching Credits,
and Earnings thereon.

     2.19 Participant:  Each Eligible Employee who elects to participate in this
Plan.

     2.20 Payment Election:  An election filed with the Company by a Participant
that  specifies the date on which payment of his or her Benefits is to commence,
and the form in which  such  Benefits  are to be paid.  The  timing  and form of
payment  selected by the  Participant  must be consistent with the provisions of
Section  V of  the  Plan.  Except  in  the  case  of a  Participant's  death  or
disability,  payment of Benefits may not commence  before a Participant  attains
age 50.

     2.21 Plan: The "Heilig-Meyers  Employees'  Supplemental  Profit Sharing and
Retirement Savings Plan," as set forth herein and as amended from time to time.

     2.22 Plan Year: The calendar year.

     2.23  Qualified  Plan:  The  Heilig-Meyers  Employees'  Profit  Sharing and
Retirement Savings Plan, as amended from time to time.

     2.24  Related  Company:  Has the  meaning  given  to that  term  under  the
Qualified Plan.

     2.25 Retirement:  A Participant's retirement from the Company in accordance
with the Company's standard retirement policy.

     2.26 Retirement  Date: The date on which the  Participant  elects to retire
from the Company in accordance with the Company's standard retirement policy.

     2.27 Salary  Reduction  Contributions:  Has the meaning  given to that term
under the Qualified Plan.

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     2.28 Salary Reduction  Contributions Account: Has the meaning given to that
term under the Qualified Plan.

     2.29 Tax Limits: The limitations on compensation and contributions  imposed
under the  Qualified  Plan pursuant to Code Sections  401(a)(17),  402(g),  415,
401(k) and 401(m),  and any limitations  adopted by the Committee to comply with
such Code Sections.

     2.30  Termination  Date:  The  date  on  which  a  Participant   terminates
employment  with the Company  other than on account of his or her  Retirement or
death.

     2.31 Termination of Employment:  A Participant's  termination of employment
with the Company other than on account of his or her Retirement or death.


                                  PARTICIPATION

     3.01 Election to Participate

          (a) An Eligible  Employee  may elect to become a  Participant  in this
     Plan as of any January 1 by filing a Deferral  Election with the Company by
     no later than the November 30 immediately  preceding the January 1 on which
     the Eligible Employee's participation is to become effective.

          (b) If an individual first becomes an Eligible  Employee after January
     1 of a Plan Year because he or she has been  designated by the Committee as
     eligible for  participation in the Plan, the Eligible Employee may become a
     Participant  by filing a Deferral  Election with the Company within 15 days
     after  the date on which the  Participant  is  notified  that he or she has
     become  an  Eligible  Employee.   The  Eligible  Employee  shall  become  a
     Participant  effective  as of the date on which he or she files a  Deferral
     Election with the Company.

     3.02 Deferral Elections

          (a) A Participant's Deferral Election shall apply only to Compensation
     earned after the effective date of the Deferral Election. Only one Deferral
     Election may be made with respect to  Compensation to be earned in a single
     Plan Year.

          (b) A Participant's  Deferral  Election shall continue in effect until
     the close of the Plan  Year to which it  relates  and shall be  irrevocable
     while in  effect.  However,  if the  Participant  ceases to be an  Eligible
     Employee  during a Plan Year, his or her Deferral  Election shall terminate
     as of the date on which he ceases to be an Eligible Employee.

          (c) Participants may make Deferral Elections for subsequent Plan Years
     by filing a new  Deferral  Election  with the  Company by no later than the
     November 30  immediately  preceding the January 1 of the Plan Year to which
     the  Deferral   Election  will  relate.   All  Deferral   Elections   shall
     automatically  terminate  as of the  close of the Plan  Year to which  they
     relate.  A Participant may elect to no longer  actively  participate in the
     Plan in  subsequent  Plan Years by not making  Deferral  Elections for such
     subsequent Plan Years.

     3.03 Termination of Participation; Re-employment: Participation shall cease
upon a Participant's  termination of employment or if the Participant  ceases to
be an Eligible Employee.  Upon  re-employment as an Eligible Employee,  a former
Participant  may again  become a  Participant  in the Plan  effective  as of the
January  1 next  following  the  date of his or her  reemployment  by  filing  a
Deferral  Election with the Company in accordance with the provisions of Section
3.01. If a  Participant  elects not to become an active  Participant  for a Plan
Year,  he or she may  become  an  active  Participant  effective  as of the next
following January 1, or any subsequent  January 1, by filing a Deferral Election
with the Company in accordance  with the  provisions  of Section 3.01  (provided
that he or she is an Eligible Employee).

     3.04 Change in Status: If a Participant  ceases to be an Eligible Employee,
or elects not to be an active  Participant  but  continues to be employed by the
Company, Deferrals and Matching Credits shall be suspended. All other provisions
of this Plan shall remain in effect,  and the  Participant  shall continue to be
entitled to receive  credits  pursuant to Section 4.03 and to receive  Earnings,
until his or her Benefits are fully distributed pursuant to Section V.


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                                   SECTION IV


                    DEFERRALS, MATCHING CREDITS AND ACCOUNTS

     4.01  Participant  Deferrals:  A  Participant  will  be  entitled  to  make
Deferrals  under this Plan in  accordance  with  procedures  established  by the
Committee.  By making a Deferral  Election,  a Participant  shall elect to defer
Compensation that he or she is not permitted to contribute to the Qualified Plan
because of the Tax Limits. In no event may a Participant make Deferrals during a
Plan  Year  unless  he  has  made  the  maximum   amount  of  Salary   Reduction
Contributions to the Qualified Plan permitted under Code Section 402(g) or under
the terms of the  Qualified  Plan.  The  aggregate  amount of  Deferrals  that a
Participant  may make under this  Section  4.01 in any given Plan Year shall not
exceed the excess of (a) the amount that the Participant would have been able to
contribute to the Qualified  Plan for the Plan Year if there were no Tax Limits,
over (b) the amount of any Salary  Reduction  Contributions  contributed  to the
Participant's  Salary Reduction  Contributions  Account under the Qualified Plan
for the Plan Year (including any Salary Reduction  Contributions returned to the
Participant as excess contributions under the Qualified Plan).

     4.02  Matching  Credits:  Each Plan Year,  the Company  shall credit to the
Matching  Credits  Account of each eligible  Participant  an amount equal to the
excess of (a) the Company Matching Contributions that the Participant would have
had credited to his Company Matching  Contributions  Account under the Qualified
Plan  if  there  were no Tax  Limits  and if the  Participant  had  made  Salary
Reduction  Contributions  to the  Qualified  Plan equal to the sum of his actual
Salary Reduction  Contributions under the Qualified Plan and his Deferrals under
this  Plan  for the  Plan  Year,  over (b) any  Company  Matching  Contributions
contributed to the Participant's  Company Matching  Contributions  Account under
the  Qualified  Plan for the Plan  Year.  Amounts  credited  to a  Participant's
Matching  Credits  Account  shall  be  payable  to the  Participant  only if the
Participant  would  have had a vested  interest  in such  amounts  had they been
credited to the Participant's  Company Matching  Contributions Account under the
Qualified Plan.

     4.03 Change of Status:  Participant  Deferrals pursuant to Section 4.01 and
Matching  Credits  pursuant to Section 4.02 for a Participant who changes his or
her status will be governed by the following provisions:

          (a) A  Participant  who  elects not to  participate  in the Plan for a
     subsequent  Plan Year will be credited with Deferrals and Matching  Credits
     through and ending with the last  payroll  period of the Plan Year to which
     his or her current Deferral Election relates.

          (b) A  Participant  who  ceases  to be an  Eligible  Employee  will be
     credited with  Deferrals and Matching  Credits  through and ending with the
     payroll period within which he or she ceases to be an Eligible  Employee or
     until such other date as is administratively practicable.

     4.04 Deferrals Accounts:  For bookkeeping  purposes only, the Company shall
maintain a Deferrals  Account for each  Participant to which each  Participant's
Deferrals  shall be  credited.  Deferrals  shall be credited to a  Participant's
Deferrals  Account  as of  the  end of  the  month  in  which  the  Compensation
constituting  such  Deferral is earned.  Any  Earnings  shall be credited to the
Participant's Deferrals Account as of each Adjustment Date.

     4.05 Matching Credits Accounts:  For bookkeeping purposes only, the Company
shall maintain a Matching Credits Account for each Participant to which Matching
Credits made on behalf of such Participant  shall be credited.  Matching Credits
shall be credited to a Participant's Matching Credits Account at least annually.
Any Earnings shall be credited to the Participant's  Matching Credits Account as
of each Adjustment Date.

     4.06  Earnings on Accounts.  Before the  beginning  of each Plan Year,  the
Committee  shall  establish an interest rate  ("Applicable  Interest  Rate") for
computing  earnings on the amount of Deferrals  and  Matching  Credits that each
Participant  has  credited  to  his or her  Account  for  that  Plan  Year.  The
Applicable Interest Rate shall continue to apply to those Deferrals and Matching
Credits in all subsequent  Plan Years.  The Committee shall establish a separate
Applicable  Interest  Rate for each Plan Year in which  Deferrals  and  Matching
Credits are first credited to Participants'  Accounts. The Committee may, in its
sole  discretion,  make  changes  to an  Applicable  Interest  Rate  after it is
established.


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                                    SECTION V


                               PAYMENT OF BENEFITS

     5.01 Payment Elections:

          (a) A  Participant's  Benefits  shall be paid in  accordance  with the
     terms of the Payment  Election  relating to such Benefits and in accordance
     with the provisions of this Section V. A Participant  may elect to have the
     Benefits attributable to any single Deferral Election paid at a time and in
     a form different from the time and form of payment  elected with respect to
     the Benefits  attributable  to any other Deferral  Election,  provided that
     such election is made in accordance  with the provisions of this Section V.
     Each Participant, and each former Participant with Benefits under the Plan,
     must have at least one or more  Payment  Elections on file with the Company
     at all times.

          (b) A Payment  Election shall become  effective as of the first day of
     the month  immediately  following the date on which the Payment Election is
     filed with the Company.

          (c) Subject to the  limitations  described in subsection  (d) below, a
     Participant  may change a Payment  Election  or correct a failure to make a
     complete  Payment  Election  by  filing  a new  Payment  Election  with the
     Company.  Such new Payment  Election shall become effective as of the first
     day of the month  immediately  following  the date on which the new Payment
     Election is filed with the  Company.  The new Payment  Election may specify
     that a Participant's  Benefits be paid as of a date different from the date
     specified in the  Participant's  current  Payment  Election or be paid in a
     form of  payment  different  from  the  form of  payment  specified  in the
     Participant's  current Payment  Election  provided that (i) the new payment
     date is at least 12 or more  months  after  the  effective  date of the new
     Payment  Election,  and (ii) the  payment  date  specified  in the  current
     Payment  Election is at least 12 or more months after the effective date of
     the new Payment Election.

          (d) A Participant may change a Payment Election relating to a Deferral
     Election  only once  during a Plan  Year and up to a  maximum  of three (3)
     times. A Participant may not change a Payment  Election after payments have
     commenced under such Payment Election.

          5.02 Timing of Payment:

          (a) A Participant's  Benefits shall begin to be distributed as soon as
     practicable  following  the date  specified  in the  Participant's  Payment
     Election and  effective as of the first day of a calendar  month.  The date
     specified  in the  Payment  Election  may be either  the (i)  Participant's
     Retirement Date or (ii) the date on which the  Participant  will attain age
     50 or some later  specified  age. If a  Participant  has a  Termination  of
     Employment prior to the payment date specified in his Payment Election, his
     Benefit shall be paid as soon as practicable following his Termination Date
     in the form prescribed in Section 5.03 below.

          (b) In the  event  a  Participant  fails  to  designate  a date in the
     Payment  Election,   a  Participant's   Benefits   automatically  shall  be
     distributed  as soon  as  practicable  following  the  earliest  of (i) the
     Participant's  death, (ii) the Participant's  Retirement Date, or (iii) the
     Participant's Termination Date.

     5.03 Form of Payment: If a Participant's Benefits are to be paid on account
of the  Participant's  Termination  of  Employment,  the  entire  amount  of the
Participant's Benefits will be paid in the form of a single lump sum payment. In
all cases other than the Participant's death, Benefits shall be paid in the form
designated by the Participant in the Payment Election relating to such Benefits.
The available distribution forms are as follows:

          (i) A single lump sum payment.

          (ii) Annual installments over a term of five (5), ten (10), or fifteen
     (15) years, as selected by the Participant.  If the Participant dies before
     the completion of  installment  payments,  any remaining  Benefits shall be
     paid to his or her Beneficiary.  If a Beneficiary who is receiving payments
     dies,  any  remaining  balance of the account shall be paid to the personal
     representative of the Beneficiary's estate.


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If a Participant has not designated the form in which his or her Benefits are to
be paid before the date on which the Benefits become payable, such Benefits will
be distributed to the Participant in a single lump sum payment as of the date on
which they are first payable.

     5.04 Method of Payment:  All  payments to any  Participant  or  Beneficiary
under this Plan shall be made in cash.

     5.05 Death Benefits:

          (a)  In  the  event  of  a  Participant's   death,  the  Participant's
     Beneficiary shall receive Benefits equal to the greater of (i) seventy-five
     percent  (75%) of the  total  Benefits  that  would  have  been paid to the
     Participant had the Participant  survived to age 65 (calculated in a manner
     determined by the Committee) or (ii) the Participant's total Benefits as of
     the date of his or her death. The Beneficiary shall be entitled to elect to
     receive such Benefits under one of the optional forms of payment  described
     in Section 5.03.

          (b) Notwithstanding the foregoing,  if a Participant dies prior to the
     second December 31 following the effective date of a Deferral Election, his
     or her  Beneficiary  shall  receive  Benefits  equal to the total  Benefits
     relating  to that  Deferral  Election  as of the date of the  Participant's
     death.

     5.06  Disability:  If  a  Participant  becomes  permanently  disabled,  the
Participant  may elect to receive all or a portion of his or her Benefits before
the payment date specified in his or her Payment Election. A Participant will be
considered  permanently  disabled  for purposes of this Section 5.06 only if (i)
the  Participant  has been  determined  to be  permanently  disabled  under  the
provisions of the Qualified Plan and (ii) the Committee  determines that payment
of all or a portion of the  Participant's  Benefits is  necessary  to  alleviate
financial hardships caused by the permanent  disability of the Participant.  The
amount of Benefits available for payment to a permanently  disabled  Participant
under this  Section  5.06 are the total  Benefits  to which the  Participant  is
entitled  as of the  date  of the  Committee's  determination  that he or she is
permanently disabled.

                                   SECTION VI


                                  UNFUNDED PLAN

     There is no fund  associated  with this Plan. The Company shall be required
to make  payments only as Benefits  become due and payable.  No  Participant  or
Beneficiary  shall have any right,  other than the right of an unsecured general
creditor,  against the Company in respect to the Benefits payable,  or which may
be payable, to such Participant or Beneficiary hereunder.  Without affecting its
obligations to or rights of Participants and  Beneficiaries  under the Plan, the
Company may  establish  a grantor  trust  (within  the  meaning of Sections  671
through 679 of the Code) for  Participants and  Beneficiaries  and deposit funds
with the trustee of such trust to provide the Benefits to which Participants and
Beneficiaries  may be  entitled  under the Plan.  The funds  deposited  with the
trustee  or  trustees  of any such  trust,  and the  earnings  thereon,  will be
dedicated to the payment of the Benefits under the Plan but shall remain subject
to the claims of the general creditors of the Company. If the Company, acting in
its sole  discretion,  establishes a reserve or other fund  associated with this
Plan,  then,  except as may otherwise be provided in the instrument  pursuant to
which such reserve or fund is established,  no Participant or Beneficiary  shall
have any right to or interest in any specific amount or asset of such reserve or
fund by reason of amounts  which may be payable to such person  under this Plan,
nor shall such  person  have any right to receive  any  payment  under this Plan
except as and to the extent expressly provided in this Plan.


                                   SECTION VII

                            MISCELLANEOUS PROVISIONS

     7.01  Non-Guarantee of Employment:  Nothing contained in this Plan shall be
construed as a contract of employment  between the Company and any  Participant,
or as a right of any such  Participant  to be continued in the employment of the
Company  or as a  limitation  of the  right  of the  Company  to deal  with  any
Participant, as to their hiring, discharge, layoff, compensation,  and all other
conditions of employment in all respects as though this Plan did not exist.

     7.02 Rights Under Qualified  Plan:  Nothing in this Plan shall be construed
to limit, broaden,  restrict, or grant any right to a Participant or Beneficiary
under the Qualified Plan, nor in any way to limit,  modify,  repeal or otherwise
affect the Company's right to amend or modify the Qualified Plan.


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     7.03  Amendments/Termination:  The Company  reserves  the right to amend or
terminate  this Plan by vote duly  adopted by the Board (or any duly  authorized
committee  thereof);  provided,  however,  that no such amendment or termination
shall adversely  affect the total Benefits to which a Participant is entitled as
of the date of amendment or termination of the Plan.

     7.04  Restrictions  on  Transfer:  Any benefits to which a  Participant  or
Beneficiary may become entitled under this Plan are not subject in any manner to
anticipation,  alienation,  sale, transfer,  assignment,  pledge, garnishment by
creditors  or  encumbrance,  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 a Participant or Beneficiary.  This Plan does not give a
Participant  or  Beneficiary  any  interest,  lien,  or claim in or against  any
specific assets of the Company.  Participants and their  Beneficiaries have only
the rights of general creditors of the Company.

     7.05 Administration:

          (a) This Plan shall be  administered  by the Committee.  The Committee
     may adopt such rules, regulations and bylaws and may make such decisions as
     it deems necessary or desirable for the proper  administration of the Plan.
     The Committee shall have the express  discretionary  authority to determine
     eligibility  for Benefits and to interpret the provisions of this Plan. All
     rules and  decisions of the Committee  shall be uniformly and  consistently
     applied to all Participants in similar circumstances. The determinations of
     the  Committee  shall be final and binding on all persons for all purposes,
     and there  shall be no appeal  from any  ruling  of the  Committee  that is
     within its authority, except as otherwise provided herein.

          (b) Prior to paying any  benefit  under the Plan,  the  Committee  may
     require the Participant,  former Participant or Beneficiary to provide such
     information or material as the  Committee,  in its sole  discretion,  shall
     deem necessary for it to make any  determination it may be required to make
     under the Plan. The Committee may withhold payment of any benefit under the
     Plan until it receives all such  information and material and is reasonably
     satisfied of its correctness and genuineness.

          (c) If for any  reason a benefit  payable  under this Plan is not paid
     when due, the  Participant or Beneficiary may file a written claim with the
     Committee.  If the claim is denied or no response is received within ninety
     (90) days  after the date on which the claim was filed  with the  Committee
     (in  which  case  the  claim  will be  deemed  to have  been  denied),  the
     Participant or Beneficiary may appeal the denial to the Board within ninety
     (90) days of receipt of  written  notification  of the denial or the end of
     the ninety (90) day period  specified  above,  whichever  occurs first.  In
     pursuing an appeal,  the  Participant or  Beneficiary  may request that the
     Board review the denial,  may review  pertinent  documents,  and may submit
     issues and documents in writing to the Board.  A decision on appeal will be
     made  within  sixty  (60) days  after the  appeal is made,  unless  special
     circumstances require the Board to extend the period for another sixty (60)
     days.

     7.06  Withholding of Taxes,  etc.: All amounts  payable  hereunder shall be
reduced for the  amounts  required  to be  withheld  pursuant to any  applicable
federal, state or local withholding tax requirements or any similar provisions.

     7.07  Successor  Company:   In  the  event  of  the  dissolution,   merger,
consolidation or reorganization of the Company, provision may be made by which a
successor to all or a major portion of the Company's  property or business shall
continue this Plan, and the successor  shall have all of the powers,  duties and
responsibilities of the Company under this Plan.

     7.08 Governing Law: This Plan shall be construed and enforced in accordance
with, and governed by, the laws of the  Commonwealth of Virginia,  to the extent
not preempted by applicable federal law.

                                                     * * * * *

         IN WITNESS  WHEREOF,  Heilig-Meyers  Company has caused this Plan to be
executed the 4th day of May, 1999.


                                   HEILIG-MEYERS COMPANY


                                   By:      /s/ William J. Dieter

                                   Title:   Senior Vice President, Accounting


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