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                                                                   Exhibit 10.s.



                                  HEILIG-MEYERS

                     EMPLOYEES' SUPPLEMENTAL PROFIT-SHARING

                           AND RETIREMENT SAVINGS PLAN


         The Heilig-Meyers Employees' Supplemental Profit-Sharing and Retirement
Savings  Plan,  adopted  effective  as of March 1, 1991,  is hereby  amended and
restated effective as of March 1, 1994.

                                    SECTION I

                                     PURPOSE

         This Plan is  established  and  maintained  solely  for the  purpose of
providing  deferred  compensation  for  a  select  group  of  highly-compensated
management  employees  in excess of the  limitations  imposed  by Code  sections
401(a)(17),  402(g) and 415 on  benefits  payable to those  employees  under the
Heilig-Meyers  Employees'  Profit-Sharing and Retirement Savings Plan (including
such other  limitation  imposed by the Company  under Code  sections  401(k) and
401(m)).

                                   SECTION II

                                   DEFINITIONS

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

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

         2.2  Beneficiary:  Any person  designated by a Participant or otherwise
entitled  to  receive  benefits  payable  upon  the  death  of the  Participant.
Beneficiary  designations shall be made on 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's  Benefits may be
paid only to one designated Beneficiary. A Participant may designate primary and
secondary Beneficiaries.

         2.3       Benefits:  The aggregate amount of all Deferrals credited to

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a  Participant's  Deferrals  Account  under  Sections  4.1 and 4.4, all Matching
Credits  credited to and payable from a Participant's  Matching  Credits Account
under  Sections 4.2 and 4.5, and all Earnings with respect to such Deferrals and
Matching Credits.

         2.4       Board:  The Board of Directors of Heilig-Meyers Company.

         2.5  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.

         2.6       Committee:  The committee established pursuant to Section VII
of the Employees' Plan.

         2.7       Company:

                   (a)      Heilig-Meyers Company

                   (b)      MacSaver Financial Services, Inc.

                   (c)      Heilig-Meyers Furniture Company

                   (d)      Heilig-Meyers Company Associates, Inc.

                   (e)      Any other Related Company that adopts the Employees'
Plan with the consent of Heilig-Meyers Company.

"Company" shall include any other company or organization  that may be connected
with any of the foregoing corporations by merger, consolidation or otherwise and
which  succeeds  in  writing  to its  rights,  powers,  liabilities  and  duties
hereunder.

         2.8       Company Matching Contributions:  The Company contribution
that is made pursuant to the provisions of the Employees' Plan.

         2.9       Company Matching Contributions Account:  For any Participant,
that account maintained for the Participant in accordance with the
provisions of the Employees' Plan.

         2.10      Compensation:  For any Participant, total earnings paid by
the Company during the Plan Year as determined pursuant to the provisions
of the Employees' Plan.

         2.11       Deferral Election: An election filed with the Company
by a Participant to have Deferrals made under the Employees' Plan and
this Plan.  A Participant's Deferral Election shall specify the
percentage of Compensation that the Participant elects to contribute as

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Deferrals to the Employees' Plan; the excess portion that may not be contributed
to the  Employees'  Plan as a result of the Tax  Limits  will  automatically  be
contributed to this Plan.

    2.12           Deferrals:  For any Participant, compensation deferrals
credited to such Participant's Account under Section 4.1.

    2.13           Deferrals Account:  The bookkeeping account established and
maintained for each Participant to record such Participant's Deferrals
and adjustments thereto pursuant to Section 4.4.

    2.14           Earnings:  The amount of earnings, if any, that accrue on the
investment of Participants' Deferrals and Matching Credits pursuant to
Section 4.6.

    2.15  Eligible  Employee:  Any  employee  (a)  who is a  participant  in the
Employees' Plan, (b) whose Salary Reduction  Contributions  under the Employees'
Plan are  limited by the  provisions  of that plan which are  designed to comply
with Code sections  401(a)(17),  402(g) and 415 or such other limitation imposed
by the Company under Code sections 401(k) and 401(m), (c) who is a management or
highly compensated employee within the meaning of section 201(2) of the Employee
Retirement Income Security Act of 1974, as amended, and (d) who is designated by
the Committee as eligible for participation in this Plan.

    2.16           Employee:  Any person employed by the Company as an employee,
other than as an independent contractor.

    2.17           Employees' Plan:  The Heilig-Meyers Employees' Profit-
Sharing and Retirement Savings Plan.

    2.18           Matching Credits:  For any Participant, amounts that are
credited by the Company to such Participant's Matching Credits Account
under Section 4.2.

    2.19           Matching Credits Account:  The bookkeeping account
established and maintained for each Participant to record such
Participant's Matching Credits and adjustments thereto pursuant to
Section 4.4.

    2.20           Participant:  Each Eligible Employee who is an active
participant in the Employees' Plan and who elects to participate in this
Plan.

    2.21           Payment Election:  An election filed with the Company by a
Participant that specifies the date on which the Participant wishes to
receive payment of all or a portion of his or her Benefits, and the form
in which such Benefits are to be paid.  The timing and form of benefit

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selected by the Participant  must be consistent with the provisions of Section V
of the Plan and in no event may benefits commence before age 50.

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

    2.23           Plan Year:  The calendar year.  The period from March 1, 1994
(the effective date of the amended and restated Plan) to December 31,
1994 shall be a short plan year.

    2.24 Related Company: Any corporation or business organization that is under
common  control with the Company (as  determined  under Code  section  414(b) or
(c)); a member of an affiliated  service  group with the Company (as  determined
under Code section 414(m));  or an entity required to be aggregated  pursuant to
Code section 414(o) and the regulations thereunder.

    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:  Contributions made at the
election of a Participant by the Employer pursuant to the provisions of
the Employees' Plan.

    2.28           Salary Reduction Contributions Account:  For any Participant,
that account maintained for the Participant in accordance with the
provisions of the Employees' Plan.

    2.29 Tax Limits:  The  restrictions on Salary  Reduction  Contributions  and
Company  Matching  Contributions  under the  Employees'  Plan  required  by Code
sections  401(a)(17),  402(g) and 415 or as required  by the Company  under Code
sections 401(k) and 401(m).

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

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

                                   SECTION III

                                  PARTICIPATION

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         3.1       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 Employee  first becomes an Eligible  Employee after
January 1 of a Plan Year,  the  Eligible  Employee may become a  participant  by
filing a Deferral  Election  with the  Company  within 15 days after the date on
which he or she 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.

    3.2            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.  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.

         3.3 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
3.1(a). 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 3.1(a).

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         3.4  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 as provided in
Section 4.3. All other provisions of this Plan shall remain in effect, and he or
she shall  continue to be entitled to receive  credits  pursuant to Section 4.3,
and to receive  Earnings,  until his or her  Benefits are fully  distributed  as
provided in Section V.

                                   SECTION IV

                    DEFERRALS, MATCHING CREDITS AND ACCOUNTS

         4.1  Participant  Deferrals:  A  Participant  will be  entitled to make
Deferrals under this Plan in accordance with the Participant's  election to make
Salary Reduction Contributions pursuant to the terms of the Employees' Plan. Any
amounts  that  cannot  be  credited  to  the   Participant's   Salary  Reduction
Contributions  Account under the Employees' Plan because of the Tax Limits shall
be credited to his or her Deferrals Account maintained  pursuant to Section 4.4.
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 Employees' Plan
permitted under Section 402(g) of the Code and under the terms of the Employee's
Plan. The aggregate  amount of a Participant's  Deferrals under this Section 4.1
in any given Plan Year  shall not  exceed the excess of (a) the amount  that the
Participant  would have been able to  contribute  to such  Participant's  Salary
Reduction  Contributions  Account for such Year if there were no Tax Limits over
(b) the amount of any Salary Reduction  Contributions  actually credited to such
Participant's Salary Reduction Contributions Account for such Plan Year.

         4.2 Matching  Credits:  Each Plan Year, the Company shall credit to the
Matching  Credits  Account of each  Participant an amount equal to the excess of
(a) the amount of the Company Matching Contributions that the Company would have
made on  behalf  of  such  Participant  for  such  Plan  Year  (pursuant  to the
provisions  of the  Employees'  Plan)  if  there  were no Tax  Limits  and  such
Participant had made Salary Reduction Contributions to the Employees' Plan equal
to the  sum  of the  Salary  Reduction  Contributions  actually  made  plus  the
Deferrals  made  pursuant to this Plan for such Plan Year over (b) the amount of
any Company  Matching  Contributions  actually  made by the Company on behalf of
such  Participant  during such 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
Employees' Plan.

         4.3 Change of Status: Participant Deferrals pursuant to Section 4.1 and
Matching  Credits  pursuant to Section 4.2 for a Participant  who changes his or
her status will be governed by the following provisions:

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                   (a) A Participant  who elects not to  participate in the Plan
will be credited with Deferrals and Matching Credits through and ending with the
payroll  period  within  which the  Participant's  election  is  received by the
Company or until such other date as is administratively practicable.

                   (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.

         4.4 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.

         4.5 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.

                                    SECTION V

                               PAYMENT OF BENEFITS

         5.1       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 complies with the terms 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.

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                   (c) Subject to the  limitations  described in subsection  (d)
below,  a  Participant  may change a Payment  Election  by filing a new  Payment
Election with the Company.  Such new Payment  Election  shall be 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  provided that 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 will not occur for 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 three (3) times;  provided,  however,  that a Payment Election
may not be changed in successive [Plan Years] and may be changed only once every
three (3) [Plan Years].

         5.2       Timing of Payment:

                   (a)  Generally,  a  Participant's  Benefits shall begin to be
distributed   as  of  the  January  1  following  the  date   specified  in  the
Participant's  Payment  Election.  The  specified  date  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.

                   (b) In the event a  Participant  fails to designate a date in
the  Payment  Election,   a  Participant's   Benefits   automatically  shall  be
distributed as of the earliest of the January 1 following (i) the  Participant's
death,  (ii) the  Participant's  Retirement  Date,  or (iii)  the  Participant's
Termination Date.

         5.3 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 as
of the January 1 following the date of the  Participant's  Termination  Date. In
all  other  cases,  Benefits  shall  be  paid  in  the  form  designated  by the
Participant on 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 prior to 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.

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

         5.5       Death Benefits:

                   (a) If a Participant's  Benefits become payable on account of
the Participant's  death, his or her Beneficiary shall receive Benefits equal to
the greater of (1)  seventy-five  percent (75%) of the total Benefits that would
have been paid to the  Participant  had the  Participant  survived to his or her
Retirement Date or (2) the Participant's total Benefits as of the date of death.
The Beneficiary shall be entitled to elect to receive such Benefits under one of
the forms described in Section 5.3.

                   (b)  Notwithstanding  the  foregoing,  if a Participant  dies
prior to the  second  December  31  following  the  effective  date of any given
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.

         5.6  Disability:  If  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 5.6 only if (i) the
Participant has been determined to be permanently  disabled under the provisions
of the Employees' 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 5.6 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.
If the Company, acting in its sole discretion,

(page 77)
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

         7.1  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.

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

         7.3 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.

         7.4  Non-Assignability:  The Benefits payable under this Plan shall not
be subject to alienation,  assignment, pledge, garnishment, execution or levy of
any kind and any attempt to cause any such Benefits to be so subjected shall not
be recognized.

         7.5       Plan Administration:  This Plan shall be operated and
administered by the Committee whose decision on all matters involving the
interpretation and administration of this Plan shall be final and
binding.

         7.6 Withholding of Taxes,  etc.: All amounts payable hereunder shall be
reduced for the  amounts  required  to be  withheld  pursuant to any  applicable
governmental law or regulation with respect to taxes or any similar provisions.

         7.7  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.

         7.8       Governing Law:  This Plan shall be construed and enforced in
accordance with, and governed by, the laws of the Commonwealth of
Virginia.

         * * * * *
         IN WITNESS  WHEREOF,  Heilig-Meyers  Company has caused this Plan to be
executed the 5th day of December, 1995.



                                          HEILIG-MEYERS COMPANY

                                          By:/s/ William J. Dieter
                                          Title:  Sr. Vice President-Accounting