EXHIBIT 10(r) One Price Clothing Stores,  Inc.  Deferred  Compensation  Plan for
Non-Employee Directors effective January 1, 2000 and the related Trust Agreement
effective  January  27,  2000,  between  Carolina  First Bank as Trustee and the
Registrant.

                         One Price Clothing Stores, Inc.
                           Deferred Compensation Plan
                                       for
                             Non-Employee Directors

         One  Price  Clothing   Stores,   Inc.,  a  Delaware   corporation  (the
"Company"),  hereby establishes this Deferred Compensation Plan for Non-Employee
Directors  (the  "Plan"),  effective  January  1, 2000,  to enable  Participants
covered under the Plan to enhance their  retirement  security by permitting them
to enter into  agreements  with the  Company to defer  compensation  and receive
benefits  upon  cessation of  membership  on the  Company's  board of directors,
death, and as otherwise provided under the Plan.

                                    ARTICLE 1

                                   DEFINITIONS

1.1  Annual  Deferral:   shall  mean  the  amount  of  Compensation   which  the
     Participant  elects to defer under his or her Deferral Election pursuant to
     Article 3 of the Plan.

1.2  Beneficiary:  shall mean the person or persons or entity designated as such
     in accordance with Article 10 of the Plan.

1.3  Committee:  shall mean the Committee appointed by the Company to administer
     the Plan pursuant to Article 9 of the Plan.

1.4  Company:  shall mean One Price Clothing Stores,  Inc., and any successor(s)
     in interest.

1.5  Compensation:  shall  mean  a  Participant's  fees  received  for  services
     rendered as a member of the board of directors of the Company.

1.6  Crediting  Rate:  shall  mean  the  gain  or  loss  on  certain  investment
     alternatives  designated by the Committee from time to time for determining
     adjustments of amounts  credited to the Deferral  Accounts of Participants.
     The Committee, in its sole discretion,  will establish administrative rules
     for applying the Crediting Rate.

1.7  Deferral Account:  shall mean the bookkeeping device used by the Company to
     measure and  determine  the amounts to be paid to a  Participant  under the
     Plan. One Deferral  Account will be established  for amounts  deferred by a
     Participant  under the Plan.  No assets  will  actually be placed into this
     account in the Participant's name.

1.8  Deferral  Contribution  Period: shall mean the period of one (1) Plan Year,
     or such other period as the  Committee may permit in its  discretion,  over
     which the Participant has elected to defer Compensation pursuant to Article
     3 of the Plan. A Plan Year shall be January 1 through December 31.


<PAGE>



1.9  Deferral Commitment: shall mean a commitment made by a Participant to defer
     Compensation  pursuant to Articles 2 and 3 of the Plan for which a Deferral
     Election Form has been submitted by the Participant.

1.10 Deferral  Election Form: shall mean a written agreement between the Company
     and the Participant, in the form attached as Exhibit A hereto, entered into
     pursuant to Section  2.1 of the Plan,  by which the  Participant  elects to
     participate in the Plan and makes a Deferral Commitment.  Participants must
     state the  percentage  or dollar  amount to be deferred,  and elect how and
     when the account will be  distributed,  pursuant to the  Deferral  Election
     Form.

1.11     Disability:  shall mean a physical or mental  condition that prevents a
         Participant  from performing his or her normal duties of employment.  A
         Participant  shall be presumed to be disabled if the Participant  makes
         application for, or is otherwise eligible for disability benefits under
         the long term  disability  plan of the Employer and  qualifies for such
         benefits.  If the  Participant is not covered by an Employer  sponsored
         long term  disability  plan,  then the  Participant  may be  considered
         disabled  if the  Committee  so  determines  upon review of one or more
         medical opinions acceptable to the Committee.

1.12     Eligible Director:  To be eligible, an individual must be a member of a
         select group of management or highly compensated employees for purposes
         of ERISA;  must be a  non-employee  member of the board of directors of
         the  Company;  and must  have been  determined  to be  eligible  by the
         Committee to participate in the Plan.

1.13 ERISA:  shall mean the Employee  Retirement Income Security Act of 1974, as
     amended.

1.14 Hardship:  shall  mean an  unforeseeable  emergency,  such as a  sudden  or
     unexpected  illness,  accident,  or loss of property  due to  casualty,  as
     determined  in  the  Plan.  An  occurrence  shall  not be  deemed  to be an
     unforeseeable  emergency to the extent that the associated  hardship may be
     relieved by the liquidation of assets.  Cash needs arising from foreseeable
     events such as the  purchase  of a  residence  or  education  expenses  for
     children shall not, alone, be considered a Hardship.

1.15 Participant:  shall mean an Eligible Director,  as defined in Section 1.12,
     who is participating in the Plan as provided in Article 2

1.16 Plan: shall mean the One Price Clothing Stores, Inc. Deferred  Compensation
     Plan for Non-Employee  Directors,  as set forth in this document and as the
     same may be amended, supplemented and/or restated from time to time and any
     successor plan.

1.17 Plan Year:  shall mean the 12-month period from January 1 through  December
     31.

1.18 Termination:  shall  mean the date of the  cessation  of the  Participant's
     membership  on the  board  of  directors  of the  Company  for  any  reason
     whatsoever, whether voluntary or involuntary, other than as a result of the
     Participant's death.



<PAGE>



1.19 Valuation Date: shall mean the last day of each calendar  quarter,  or such
     other dates as the Committee may determine in its discretion, which must be
     at least annually, for the valuation of a Participant's Deferral Account.


                                    ARTICLE 2

                                  PARTICIPATION

2.1      Deferral  Election Form. Any Eligible Director may elect to participate
         in the Plan and to make a Deferral  Commitment by submitting a Deferral
         Election  Form,  as defined in Section  1.10 herein,  to the  Committee
         prior to the beginning of the Deferral  Contribution Period.  Except as
         otherwise provided in this Plan, the Participant's  Deferral Commitment
         shall be irrevocable.

2.2      Continuation  of  Participation.  A  Participant  who  has  elected  to
         participate in the Plan by making a Deferral  Commitment shall continue
         as a Participant  in the Plan for purposes of such Deferral  Commitment
         even  though in any Plan  Year  after  such  Deferral  Commitment  such
         Participant  elects not to make a new Deferral  Commitment or ceases to
         be an Eligible Director.  A Participant shall not be eligible to make a
         new Deferral  Commitment unless the Participant is an Eligible Director
         with respect to the Plan Year for which the election is made.

                                    ARTICLE 3

                          FORM OF DEFERRAL COMMITMENTS

3.1      Deferral Commitment. Subject to Sections 3.2 and 3.3, a Participant may
         elect in the Deferral  Election  Form to defer any  percentage or whole
         dollar amount of the Participant's Compensation,  as defined in Section
         1.5, not exceeding  $30,000,  so long as the amount of Compensation net
         of the amount  deferred does not fall below any  applicable  thresholds
         determined by the Committee in its sole discretion.

3.2      Minimum Deferral Commitment.  A Participant may not elect to defer less
         than $2,500 in any one Plan Year.

3.3      Maximum Deferral Commitment. The maximum Deferral Commitment allowed in
         any Deferral  Contribution Period shall be as set forth in Section 3.1;
         provided, however, the Committee, in its sole discretion, may establish
         a  different  maximum  Deferral  Commitment  limit for the  purpose  of
         controlling the Company's  financial  obligations under the Plan or for
         any other reason deemed necessary.


<PAGE>



3.4      Incomplete Deferral.  Notwithstanding  anything contained herein to the
         contrary,  if the  Participant  has not or will not actually  defer the
         amount specified in such  Participant's  Deferral  Election Form during
         the Deferral Contribution Period, the Participant shall,  nevertheless,
         be permitted  to continue  participation  in the Plan.  No new deferral
         will  be  accepted  by the  Company  until  the  previously  incomplete
         deferral is fulfilled by the Participant.

3.5      Withholding.  The Committee shall make  arrangements for satisfying any
         federal, state or local income tax withholding  requirements and Social
         Security or other employee tax  requirements  applicable to deferral of
         Compensation under the Plan.

                                    ARTICLE 4

                                DEFERRAL ACCOUNTS

4.1      Deferral  Accounts.  A Deferral  Account,  as  defined  in Section  1.7
         herein, shall be established for each Participant. The Deferral Account
         shall be credited with the applicable portion of the Annual Deferral as
         of the approximate  date such amounts would otherwise have been paid to
         the Participant.  Deferral Accounts shall, except as otherwise provided
         in the Plan, be adjusted by the Crediting  Rate in effect for each Plan
         Year,  from the  approximate  date such deferrals  would have been paid
         through the earlier of the Participant's date of death or the following
         Valuation  Date.  Notwithstanding  anything  in this  paragraph  to the
         contrary,  the  Committee  may,  in  its  sole  discretion,   establish
         administrative rules for the purpose of crediting Deferral Accounts.

4.2      Statements of Account. The Committee shall provide periodically (but no
         less frequently than annually) to each Participant a statement  setting
         forth  the  balance  of  the  Deferral  Account   maintained  for  such
         Participant.

4.3      Vesting of  Accounts.  Each  Participant  shall be one hundred  percent
         (100%)  vested  at all times in the  portion  of his  Deferral  Account
         derived from Annual Deferrals and gains or losses actually  credited to
         such Participant's Deferral Account.


<PAGE>



                                    ARTICLE 5

                               PAYMENT OF BENEFITS

5.1  Termination Benefits. Upon Termination,  as defined in Section 1.18 herein,
     the Company shall pay to the  Participant a benefit in the form provided in
     Section 5.2 of the Plan, based on the balance of the Participant's Deferral
     Account.

5.2  Form of Benefit. The Termination benefit attributable to a Deferral Account
     shall be paid in accordance with the Participant's  direction as found on a
     Deferral  Election Form prescribed by the Committee for designation of form
     of payment.  Such payment  election  shall be made at the time the Deferral
     Commitment  election is made,  and may be changed up to 12 months  prior to
     Termination.  If no other election is made, the terminated Participant will
     receive 15 substantially equal annual termination  distributions in January
     of each year following  Termination.  Alternate distribution options are as
     follows:


<PAGE>



         (a)        Lump Sum. A lump sum payment equal to the balance of the
                    Participant's  Deferral  Account as of the Valuation Date
                    following Termination.  Payment will commence no earlier
                    than the first month following Termination.

         (b)        Installment   Payments.   Annual  installment   payments  in
                    substantially  equal  amounts  over a period  of five or ten
                    years. Installment payments shall be made in January of each
                    year following Termination. Interest will be credited to the
                    unpaid  balance in the Deferral  Account at a rate in effect
                    for each Plan Year. The Committee,  in its sole  discretion,
                    may  establish  rules  for  making  payments  and  crediting
                    interest to the unpaid Deferral Account balance.

5.3      In-Service Distributions. A Participant can elect to receive a lump sum
         payment of benefits  created and  generated by the  contribution  for a
         given Plan Year without  terminating  employment.  The benefit  payment
         will be  received  by January of a chosen  year at least five (5) years
         after the end of the Plan Year in which the contribution was made. This
         election must be made at the time of deferral.

5.4      Small Benefit Exception.  Notwithstanding any of the foregoing,  in the
         event the sum of all benefits  payable to the  Participant is less than
         or equal to ten  thousand  dollars  ($10,000),  the Company may, in its
         sole  discretion,  elect to pay  such  benefits  in a  single  lump sum
         payment on the date such benefits first become payable.

5.5      Constructive  Receipt.  In the  event  the  Committee  determines  that
         amounts deferred under the Plan have been constructively  received by a
         Participant  and must be  recognized  as income for federal  income tax
         purposes,  such amounts shall be  distributed to the  Participant.  The
         determination  of the Committee under this Section 5.5 shall be binding
         and conclusive.

                                    ARTICLE 6

                                SURVIVOR BENEFITS

6.1      Pre-Termination  Survivor  Benefit.  If a  Participant  dies  prior  to
         Termination,  the Company shall pay to the Participant's  Beneficiary a
         lump sum  benefit  equal to the balance of the  Participant's  Deferral
         Account as of the date of the Participant's last Valuation Date.

6.2      Post-Termination   Survivor  Benefit.   If  a  Participant  dies  after
         Termination, the Company shall pay to the Participant's Beneficiary the
         remaining  benefits  payable to the Participant  under the Plan for the
         remainder of the benefit period that such benefits would have been paid
         to the Participant.

6.3      Small Benefit Exception.  Notwithstanding any of the foregoing,  in the
         event the sum of all benefits  payable to the  Beneficiary is less than
         or equal to ten  thousand  dollars  ($10,000),  the Company may, in its
         sole  discretion,  elect to pay  such  benefits  in a  single  lump sum
         payment on the date such benefits first become payable.


<PAGE>


                                    ARTICLE 7

                                   DISABILITY

If a Participant is determined to have a Disability,  as defined in Section 1.11
of the Plan, the Participant shall, effective as of the date such Participant is
no longer paid his  Compensation by the Company,  cease deferrals under the Plan
except for any Deferral Commitment regarding any Compensation which is earned or
payable subsequent to the Disability.  The Participant's  Deferral Account shall
continue to be credited with  interest at the Crediting  Rate until such time as
the Participant's benefits under the Plan are distributed in accordance with the
Participant's election.

                                    ARTICLE 8

                         CONDITIONS RELATED TO BENEFITS

8.1      Nonassignability.  The  benefits  provided  under  the  Plan may not be
         alienated, assigned, transferred,  pledged or hypothecated by or to any
         person  or  entity,  at any  time or in any  manner  whatsoever.  These
         benefits  shall  be  exempt  from  the  claims  of  creditors  or other
         claimants  of any  Participant  and from all orders,  decrees,  levies,
         garnishment or executions against any Participant to the fullest extent
         allowed by law.

8.2      Hardship  Distribution.  Upon  finding  that  the  Participant  or  the
         Beneficiary  has suffered a Hardship,  the  Committee  may, in its sole
         discretion and upon written petition by the Participant or Beneficiary,
         accelerate  distributions  of  benefits  under  the Plan in the  amount
         reasonably  necessary to alleviate such Hardship or as requested by the
         Participant or the  Beneficiary.  If a distribution  is to be made to a
         Participant  on  account  of  Hardship,  the  Participant  may not make
         subsequent  Deferral  Commitments under the Plan for the balance of the
         Plan Year and the  following  Plan Year.  Any  Deferral  Commitment  in
         effect at the time such  distribution  is made under this section shall
         be canceled.

8.3      No Right to Company  Assets.  The benefits paid under the Plan shall be
         paid from the general funds of the Company, and the Participant and any
         Beneficiary  shall be no more than unsecured  general  creditors of the
         Company with no special or prior right to any assets of the Company for
         payment  of  any  obligations  hereunder.   Subject  to  the  preceding
         sentence,   the  Company  shall  establish  an  irrevocable   trust  to
         separately  hold and maintain assets for the sole purpose of satisfying
         the  Company's  obligations  under the Plan.  To enable the  Company to
         meets  its  financial  commitment  under  the  Plan,  insurance  may be
         purchased on each  Participant's  life.  This insurance is owned by and
         payable to Company for the benefit of Plan participants. As a condition
         of being  eligible to  participate,  Participants  agree to execute any
         document and cooperate with the Company in obtaining insurance.

8.4      Protective Provisions. The Participant shall cooperate with the Company
         by  furnishing  any and all  information  requested by the Committee in
         order to  facilitate  the  payment of benefits  hereunder,  taking such
         physical  examinations as the Committee may deem necessary,  and taking
         such  other  actions  as may be  requested  by  the  Committee.  If the
         Participant refuses to cooperate or makes any material  misstatement or
         nondisclosure  of  information,   then  no  benefits  will  be  payable
         hereunder to such Participant or his Beneficiary.

8.5      Withholding.  The Participant or the Beneficiary shall make appropriate
         arrangements with the Company for satisfaction of any federal, state or
         local income tax withholding  requirements and Social Security or other
         employee tax  requirements  applicable to the payment of benefits under
         the Plan. If no such arrangements are made, the Company may provide, at
         its  discretion,  for  such  withholding  and  tax  payments  as may be
         required.

8.6      Loans.   Loans of account balances are not permitted under this Plan.

8.7      Unscheduled Withdrawal.  At any time prior to commencement of payments,
         the Participant may request a payment in a lump sum of all or a portion
         of the balance of Participant's  Deferral Account for any reason with a
         ten percent (10%) penalty.  If the  Participant  exercises this option,
         the  Participant may not participate in the Plan for the balance of the
         Plan Year and the following Plan Year.

                                    ARTICLE 9

                           ADMINISTRATION OF THE PLAN

The Committee  shall  administer the Plan and interpret,  construe and apply its
provisions in accordance  with its terms.  The Committee  shall determine in its
sole discretion those who are eligible to participate in the Plan and shall have
the right to set guidelines for participation under the Plan including,  but not
limited to, the type,  manner and level of Deferral  Commitments.  The Committee
shall further establish,  adopt or revise such other rules and regulations as it
may  deem  necessary  or  advisable  for the  administration  of the  Plan.  All
decisions of the Committee shall be final and binding.  The individuals  serving
on the Committee  shall,  except as prohibited by law, be  indemnified  and held
harmless  by the  Company  from any and all  liabilities,  costs,  and  expenses
(including  legal  fees),  to the extent not  covered  by  liability  insurance,
arising out of any action taken by any member of the  Committee  with respect to
the  Plan,  unless  such  liability  arises  from  the  individual's  own  gross
negligence or willful misconduct.

                                   ARTICLE 10

                             BENEFICIARY DESIGNATION

10.1     Beneficiary  Designation.  The  Participant  must designate one or more
         beneficiaries to receive any unpaid Plan benefits upon their death. The
         Participant  shall have the right, at any time, to designate any person
         or persons as a  Beneficiary  (both  primary  and  contingent)  to whom
         payment under the Plan shall be made in the event of the  Participant's
         death.  The  Beneficiary  designation  shall  be  effective  when it is
         submitted  in  writing  and  delivered  to  the  Committee  during  the
         Participant's lifetime on a form prescribed by the Committee.

10.2     New Beneficiary  Designation.  The Participant  shall have the right to
         change or revoke any such designation from time to time by filing a new
         designation or notice of revocation with the Company,  and no notice to
         any  Beneficiary  or consent by any  Beneficiary  shall be  required to
         effect any such change or revocation.

10.3     Failure to Designate Beneficiary. If a Participant fails to designate a
         Beneficiary   before  his   death,   the   Beneficiary   shall  be  the
         Participant's  surviving spouse. If no designated Beneficiary or spouse
         survives the Participant, the Committee shall direct the Company to pay
         the balance of the Participant's  Deferral Account in a lump sum to the
         executor or  administrator  for his estate;  provided,  however,  if no
         executor or administrator shall have been appointed,  and actual notice
         of the death was given to the  Committee  within  sixty (60) days after
         the  Participant's  death, and if his Deferral Account balance does not
         exceed ten thousand  dollars  ($10,000),  the  Committee may direct the
         Company to pay the Deferral  Account  balance to such person or persons
         as the  Committee  determines  may be entitled to it, and the Committee
         may  require  such proof of right  and/or  identity  of such  person or
         persons as the Committee may deem appropriate and necessary.

                                   ARTICLE 11

                      AMENDMENT AND TERMINATION OF THE PLAN

11.1       Amendment of the Plan.  The Company may at any time amend the Plan in
           whole or in part, provided however, that such amendment (i) shall not
           decrease the vested balance of the Participant's  Deferral Account at
           the time of such amendment and (ii) shall not retroactively  decrease
           the applicable  Crediting Rates of the Plan prior to the time of such
           amendment.  The Company or Committee may amend the Crediting Rates of
           the Plan prospectively.

11.2       Termination  of the Plan.  The Company may at any time  terminate the
           Plan as to all or any  group of  Participants.  In the  event of such
           termination,  the Company shall pay to the  Participant  the benefits
           the  Participant  is entitled to receive as soon as  administratively
           possible  following  termination of the Plan. The Crediting Rate will
           be applied to the Participant's  Deferral Account until  distribution
           under this section.

                                   ARTICLE 12

                                  MISCELLANEOUS

12.1 Successors of the Company.  The rights and obligations of the Company under
     the Plan shall  inure to the  benefit  of, and shall be binding  upon,  the
     successors and assigns of the Company.

12.2 ERISA  Plan.  The  Plan  is  intended  to be an  unfunded  plan  maintained
     primarily to provide deferred  compensation benefits for "a select group of
     management or highly compensated  employees" within the meaning of Sections
     201,  301, and 401 of ERISA and therefore to be exempt from Parts 2, 3, and
     4 of Title I of ERISA.  Notwithstanding  any provisions of this Plan to the
     contrary,  if any Participant is determined not to be a "member of a select
     group of management or highly  compensated  employee" within the meaning of
     ERISA  or  applicable   regulations  thereunder  at  the  time  a  Deferral
     Commitment is elected,  such  Participant  will not be eligible to complete
     such Deferral  Commitment  and shall receive an immediate  lump sum payment
     equal to the unpaid  balance of the Deferral  Account as of the most recent
     Valuation  Date.  Upon such payment,  no survivor  benefit or other benefit
     shall  thereafter be payable under this Plan either to the  Participant  or
     any Beneficiary of the Participant, with respect to said Deferral Account.
<PAGE>

12.3 Gender,  Singular and Plural.  All pronouns and variations thereof shall be
     deemed to refer to the masculine or feminine, as the identity of the person
     or persons may  require.  As the context may  require,  the singular may be
     read as the plural and the plural as the singular.

12.4 Captions.  The  captions of the  articles  and sections of the Plan are for
     convenience   only  and  shall  not   control  or  affect  the  meaning  or
     construction of any of its provisions.

12.5 Validity.  In the event any provision of the Plan is held invalid,  void or
     unenforceable,  the same shall not affect, in any respect  whatsoever,  the
     validity of any other provisions of the Plan.

12.6 Waiver of Breach.  The waiver by the Company of any breach of any provision
     of the Plan by the  Participant  shall not  operate  or be  construed  as a
     waiver of any subsequent breach by the Participant.

12.7 Applicable Law. The Plan shall be governed and construed in accordance with
     the laws of the State of South Carolina  except where the laws of the State
     of South Carolina are preempted by ERISA.

12.8 Notice.  Any  notice or filing  required  or  permitted  to be given to the
     Company under the Plan shall be sufficient if in writing or hand delivered,
     or sent by registered or certified mail, return receipt  requested,  to the
     principal  office  of  the  Company,  directed  to  the  attention  of  the
     Committee. Such notice shall be deemed given as of the date of delivery, or
     if  delivery is made by mail,  as of the date shown on the  postmark on the
     receipt for registration or certification.

12.9 Arbitration.  Any claim,  dispute or other  matter in  question of any kind
     relating to this Plan shall be settled by  arbitration  in accordance  with
     the Rules of the  American  Arbitration  Association.  Notice of demand for
     arbitration  shall be made in  writing  to the  opposing  party  and to the
     American Arbitration  Association within a reasonable time after the claim,
     dispute or other matter in question has arisen.  In no event shall a demand
     for  arbitration  be made  after the date when the  applicable  statute  of
     limitations  would bar the  institution of a legal or equitable  proceeding
     based on such claim,  dispute or other matter in question.  The decision of
     the  arbitrators  shall  be  final  and may be  enforced  in any  court  of
     competent jurisdiction.

         IN WITNESS  WHEREOF,  the  Company  has caused this Plan to be executed
this 27th day of December, 1999, effective as of January 1, 2000.

                         ONE PRICE CLOTHING STORES, INC.

                            By:    /s/ C. Burt Duren
                                   C. Burt Duren
                            Title: Vice President & Treasurer


<PAGE>




                   TRUST UNDER ONE PRICE CLOTHING STORES, INC.

                           DEFERRED COMPENSATION PLAN

                           FOR NON-EMPLOYEE DIRECTORS

     This Trust Agreement made this 27th day of January, 2000 by and between One
Price Clothing Stores, Inc. (Company) and Carolina First Bank (Trustee);

     WHEREAS,  the  Company  has adopted  the One Price  Clothing  Stores,  Inc.
Deferred  Compensation Plan for Non-Employee  Directors ("Plan"), a nonqualified
deferred compensation Plan; and

     WHEREAS,  the Company has incurred or expects to incur  liability under the
terms of the Plan with respect to the individuals participating in the Plan; and

     WHEREAS,  the  Company  wishes to  establish  a trust  (hereinafter  called
"Trust")  and to  contribute  to the Trust  assets  that shall be held  therein,
subject to the claims of the Company's Insolvency, as herein defined, until paid
to Plan participants and their beneficiaries in such manner and at such times as
specified in the Plan; and

     WHEREAS,  it is  the  intention  of  the  parties  that  this  Trust  shall
constitute an unfunded  arrangement  and shall not affect the status of the Plan
as  an  unfunded  plan   maintained  for  the  purpose  of  providing   deferred
compensation  for a select group of management or highly  compensated  employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974;
and

     WHEREAS,  it is the intention of the Company to make  contributions  to the
Trust to provide  itself  with a source of funds to assist it in the  meeting of
its liabilities under the Plan.

     NOW,  THEREFORE,  the parties do hereby  establish the Trust and agree that
the Trust shall be comprised, held, and disposed of as follows:

Section 1.  Definitions

         (a)      "Bankruptcy Code" means Title II of the United States Code,
                  as amended.

         (b)      "Code" means the Internal Revenue Code of 1986, as amended.

         (c)      "Insolvency"  or "Insolvent"  means the inability to pay debts
                  as they come due, or being subject to a pending  proceeding as
                  a debtor under the Bankruptcy Code.

         (d)      "Participant" means an individual participating in the Plan.

         (e)      "Plan" means the One Price Clothing Stores, Inc. Deferred
                  Compensation Plan for Non-Employee Directors.

Section 2.  Establishment of Trust

         (a)      The  Company  hereby  deposits  with the  Trustee in trust the
                  assets  listed in Exhibit A, which shall become the  principal
                  of the Trust to be held, administered,  and disposed of by the
                  Trustee as provided in this Trust Agreement.

         (b)      The Trust hereby established shall be irrevocable.

         (c)      The  Trust is  intended  to be a grantor  trust,  of which the
                  Company is the grantor,  within the meaning of subpart E, part
                  I, subchapter J, chapter 1, subtitle A of the Internal Revenue
                  Code of 1986, as amended, and shall be construed accordingly.

         (d)      The principal of the Trust,  and any earnings thereon shall be
                  held  separate  and apart from other  funds of the Company and
                  shall  be  used  exclusively  for the  uses  and  purposes  of
                  Participants  and  general  creditors  as  herein  set  forth.
                  Participants and their  beneficiaries  shall have no preferred
                  claim on, or any beneficial  ownership interest in, any assets
                  of the Trust. Any rights created under the Plan and this Trust
                  Agreement  shall  be  mere  unsecured  contractual  rights  of
                  Participants and their beneficiaries  against the Company. Any
                  assets  held by the Trust will be subject to the claims of the
                  Company's general creditors under federal and state law in the
                  event of Insolvency, as defined in Section 1(d) herein.

         (e)      The Company, in its sole discretion,  may at any time, or from
                  time to  time,  make  additional  deposits  of  cash or  other
                  property in trust with the Trustee to augment the principal to
                  be held,  administered,  and  disposed  of by the  Trustee  as
                  provided in this Trust Agreement.  Neither the Trustee nor any
                  Participant or beneficiary shall have any right to compel such
                  additional deposits.

Section 3.  Payments to Participants and Their Beneficiaries

(a)  The  Company  shall  deliver  to  the  Trustee  a  schedule  (the  "Payment
     Schedule")   that  indicates  the  amounts   payable  in  respect  of  each
     Participant  (and his or her  beneficiaries),  that  provides  a formula or
     other instructions acceptable to the Trustee for determining the amounts so
     payable,  the form in which such amount is to be paid (as  provided  for or
     available under the Plan), and the time of commencement for payment of such
     amounts.  Except as  otherwise  provided  herein,  the  Trustee  shall make
     payments to the  Participants  and their  beneficiaries  in accordance with
     such Payment  Schedule.  The Trustee shall make provision for the reporting
     and withholding of any federal,  state, or local taxes that may be required
     to be withheld  with  respect to the  payment of  benefits  pursuant to the
     terms of the Plan and shall pay amounts withheld to the appropriate  taxing
     authorities or determine  that such amounts have been  reported,  withheld,
     and paid by the Company.

(b)  The  entitlement of a Participant or his or her  beneficiaries  to benefits
     under the Plan shall be determined by the Company or such party as it shall
     designate  under  the  Plan,  and any  claim  for  such  benefits  shall be
     considered and reviewed under the procedures set out in the Plan.

(c)  The Company may make payment of benefits  directly to Participants or their
     beneficiaries  as they become due under the terms of the Plan.  The Company
     shall  notify  the  Trustee of its  decision  to make  payment of  benefits
     directly  prior to the time  amounts are payable to  Participants  or their
     beneficiaries. In addition, if the principal of the Trust, and any earnings
     thereon, are not sufficient to make payments of benefits in accordance with
     the terms of the Plan,  the  Company  shall  make the  balance of each such
     payment  as it falls due.  The  Trustee  shall  notify  the  Company  where
     principal and earnings are not sufficient.

Section 4.     Trustee Responsibility Regarding Payments to Trust Beneficiary
               When Company is Insolvent

        (a) The Trustee  shall cease  payment of  benefits to  Participants  and
their beneficiaries if the Company is Insolvent.

        (b)    At all times during the continuance of this Trust, as provided in
               Section 2(d) hereof,  the principal and income of the Trust shall
               be subject to claims of general  creditors  of the Company  under
               federal and state law as set forth below.

               (1)    The Board of Directors and the Chief Executive  Officer of
                      the  Company  shall have the duty to inform the Trustee in
                      writing of the Company's Insolvency.  If a person claiming
                      to be a creditor of the Company  alleges in writing to the
                      Trustee that the Company has become Insolvent, the Trustee
                      shall  determine  whether  the Company is  Insolvent  and,
                      pending such determination,  the Trustee shall discontinue
                      payment   of   benefits   to    Participants    or   their
                      beneficiaries.

               (2)    Unless the Trustee has actual  knowledge of the  Company's
                      Insolvency,  or has received  notice from the Company or a
                      person claiming to be a creditor alleging that the Company
                      is  Insolvent,  the Trustee  shall have no duty to inquire
                      whether the Company is  Insolvent.  The Trustee may in all
                      events  rely on such  evidence  concerning  the  Company's
                      solvency  as may be  furnished  to the  Trustee  and  that
                      provides the Trustee with a reasonable  basis for making a
                      determination concerning the Company's solvency.

               (3)    If at any time the Trustee has determined that the Company
                      is Insolvent,  the Trustee shall  discontinue  payments to
                      Participants  or their  beneficiaries  and shall  hold the
                      assets  of the  Trust  for the  benefit  of the  Company's
                      general  creditors.  Nothing in this Trust Agreement shall
                      in any way  diminish any  Participant's  rights as general
                      creditors  of the Company  with  respect to  benefits  due
                      under the Plan or otherwise.

               (4)    The  Trustee  shall  resume  the  payment of  benefits  to
                      Participants  or their  beneficiaries  in accordance  with
                      Section 3 of this Trust  Agreement  only after the Trustee
                      has determined that the Company is not Insolvent (or is no
                      longer Insolvent).

        (c)    Provided  that  there  are  sufficient  assets,  if  the  Trustee
               discontinues  the payment of benefits from the Trust  pursuant to
               Section 4(b) hereof and subsequently  resumes such payments,  the
               first payment  following  such  discontinuance  shall include the
               aggregate  amount of all  payments due to  Participants  or their
               beneficiaries  under the terms of the Plan for the period of such
               discontinuance, less the aggregate amount of any payments made to
               Participants or their beneficiaries by the Company in lieu of the
               payments   provided   for   hereunder   during  any  such  period
               discontinuance.

Section 5.  Payments to the Company

        Except as  provided  in  Section 4  hereof,  after the Trust has  become
        irrevocable,  the  Company  shall  have no right or power to direct  the
        Trustee to return to the Company or to divert to others any of the Trust
        assets before all payment of benefits have been made to Participants and
        their beneficiaries pursuant to the terms of the Plan.

Section 6.  Investment Authority

        In addition to the powers  conferred upon the Trustee  either  expressly
        by, or by necessary  implication of, the other  provisions of this Trust
        Agreement,  the Trustee  shall have all other powers,  not  inconsistent
        with law or  equity,  as may be  necessary  and  proper  to  attain  the
        objectives of this Trust Agreement. All rights associated with assets of
        the Trust shall be exercised by the Trustee or the person  designated by
        the  Trustee,  and  shall  in no event be  exercisable  by or rest  with
        Participants.

        By way of illustration,  and not by way of limitation, the Trustee shall
have power:

(a)  To invest  and  reinvest  in,  or  exchange  assets  for,  any  securities,
     insurance  policies or other properties as directed by the Company.  In the
     absence of directions  from the Company,  the Trustee,  after ten (10) days
     advance  written  notice to the  Company,  shall  have  power to invest and
     reinvest and exchange assets as the Trustee deems  advisable  without being
     limited in the  selection of  investments  by any  statutes,  rules of law,
     custom or usage.

(b)  To have and  possess  any or all of the rights of an owner with  respect to
     any life insurance  policy held in the Trust,  including,  without limiting
     the generality of the foregoing,  the rights to receive or apply  dividends
     or distributive shares of surplus, disability benefits, surrender values or
     proceeds  of matured  endowments;  to obtain and  receive  from the issuing
     insurance  company such  advances or loans on account of any such policy as
     may be available;  to sell,  assign or pledge the policy;  to surrender the
     policy;  and to  exercise  any option or  privilege  granted in the policy.
     Notwithstanding  the  foregoing,  the Trustee shall have no power to name a
     beneficiary  of the policy  other than the Trust,  to assign the policy (as
     distinct from conversion of the policy to a different form) other than to a
     successor  Trustee,  or to loan to any person the proceeds of any borrowing
     against such policy.

(c)  To sell or exchange  any  property at any time held by it, and any sale may
     be made by a private  contract or by public  auction,  and for cash or upon
     credit,  or partly for cash and partly upon credit, as the Trustee may deem
     best,  and no person  dealing with the Trustee shall be bound to see to the
     application of the purchase money or inquire into the validity,  expediency
     or propriety of any such sale or other disposition.

(d)  To  give  and  execute  powers  of  attorney  for the  cancellation  of any
     mortgages; to continue mortgages beyond and after maturity, with or without
     renewal or extension, upon such terms as may seem to the Trustee advisable;
     to  foreclose,  as an  incident  to  collection  of any bond or  note,  any
     mortgage  or  pledge  securing  such  bond or  note,  and to  purchase  the
     mortgaged  or pledged  property or acquire the same by  conveyance  without
     foreclosure;  and to retain any  property  bought in under  foreclosure  or
     taken over without  foreclosure  for such time as to the Trustee shall deem
     best.

(e)  To manage, operate, repair, improve,  partition,  mortgage or lease for any
     term or terms of years, whether within or beyond the duration of the Trust,
     any real estate or any other property  whatsoever  which may at any time be
     held by the Trustee  upon such terms and  conditions  as the Trustee  deems
     advisable,  using other trust  assets for any of such  purposes,  if deemed
     advisable;  and to grant and convey by lease or other instruments for terms
     within or beyond the duration of the Trust, the right to explore for and to
     produce and remove oil,  gas,  and minerals on, in or from any lands at any
     time held by the Trustee,  and to grant perpetual easement or easements for
     terms  within or beyond the duration of the Trust on, over and with respect
     to any such lands.

(f)  To compromise,  compound, arbitrate or otherwise adjust and settle any debt
     or obligation due to or from it as Trustee  hereunder to reduce the rate of
     interest on, to extend or otherwise modify, or to foreclose upon default or
     otherwise enforce any such obligation.

(g)  To execute  any  investment  directions  from the Company  with  respect to
     investment  fund elections  under any variable  annuities,  mutual funds or
     life insurance contracts held in the Trust.

(h)  To make,  execute,  acknowledge  and  deliver  any and all  deeds,  leases,
     assignments and any other instruments.

(i)  To cause any investments  from time to time held by it to be registered in,
     or  transferred  into,  its name as Trustee  or the name of its  nominee or
     nominees   or  to  retain   them   unregistered   or  in  form   permitting
     transferability by delivery, but the books and records of the Trustee shall
     at all times show that all such investments are part of the Trust.

(j)  To borrow or raise  money for the purpose of the Plan in such  amount,  and
     upon such terms and conditions,  as the Trustee shall deem  advisable;  and
     for any sum so  borrowed,  to issue a  promissory  note as Trustee,  and to
     secure the  repayment  thereof by pledging  all, or any part,  of the Trust
     assets; and no person lending money to the Trustee shall be bound to see to
     the  application  of the  money  lent  or to  inquire  into  the  validity,
     expediency, or propriety of any borrowing.

(k)  To keep such  portion of the Trust in cash or cash  balances as the Trustee
     may, from time to time,  deem to be reasonable and in the best interests of
     the Plan, without liability for interest thereon.

        (l)    To accept and retain for such time as it may deem  advisable  any
               securities  or  other  property  received  or  acquired  by it as
               Trustee  hereunder,  whether  or not  such  securities  or  other
               property would normally be purchased as investments hereunder.

        (m)    To do all acts whether or not expressly  authorized  herein which
               it may  deem  necessary  or  proper  for  the  protection  of the
               property  held  hereunder  and to carry out the  purposes  of the
               Plan.

        Trust assets  shall be invested as directed by the Company.  The Trustee
        shall not be liable if such directions result in a breach of any duty of
        the Trustee to  diversify,  to maintain  liquidity  or to meet any other
        investment  standard.  Absent  direction  from the Company,  the Trustee
        shall invest the Trust assets, as described above.

Section 7.  Disposition of Income

        During the term of this Trust,  all income received by the Trust, net of
        expenses and taxes, shall be accumulated and reinvested.

Section 8.  Accounting by the Trustee

(a)  The Trustee  shall keep accurate and detailed  records of all  investments,
     receipts,  disbursements,  and all other transactions  required to be made,
     including such specific  records as shall be agreed upon in writing between
     the Company and the Trustee.  Within  forty-five  (45) days  following  the
     close of each  calendar  year and within thirty (30) days after the removal
     or resignation  of the Trustee,  the Trustee shall deliver to the Company a
     written  account of its  administration  of the Trust  during  such year or
     during the period from the close of the last  preceding year to the date of
     such  removal or  resignation,  setting  forth all  investments,  receipts,
     disbursements,   and  other  transactions   effected  by  it,  including  a
     description of all securities and  investments  purchased and sold with the
     cost or net proceeds of such purchases or sales  (accrued  interest paid or
     receivable being shown separately),  and showing all cash, securities,  and
     other  property held in the Trust at the end of such year or as of the date
     of such removal or resignation, as the case may be.

(b)  If no objection is made to a written  account of the Trustee  within ninety
     (90) days after it is rendered,  approval of the account shall be deemed to
     have been given. In the event of the resignation or discharge of a Trustee,
     the  procedures  outlined in this  Section  shall apply with respect to the
     rendition by such Trustee of its account, and the approval thereof, for the
     accounting  period ending with the date of resignation or discharge.  It is
     provided,  however,  that this  Section  shall not be construed to give the
     Company the power to alter, amend, revoke or terminate the Trust.

(c)  Notwithstanding  any provisions hereof, the Trustee shall have the right to
     apply to a court of competent  jurisdiction for the judicial  settlement of
     any such accounts and in such action or proceeding it shall be necessary to
     join as parties  thereto only the Trustee and the Company.  Any judgment or
     decree  which may be  entered  in any such  action or  proceeding  shall be
     conclusive  and  binding  upon all  parties  having or claiming to have any
     interest in the Trust assets.

Section 9.  Responsibility of Trustee

(a)  The Trustee  shall incur no  liability  to any person for any action  taken
     pursuant to a direction, request, or approval given by the Company which is
     contemplated  by,  and in  conformity  with,  the terms of the Plan or this
     Trust and is given in  writing  by the  Company.  In the event of a dispute
     between  the  Company  and a party,  the  Trustee  may  apply to a court of
     competent jurisdiction to resolve the dispute.

(b)  If the Trustee  undertakes or defends any litigation  arising in connection
     with this Trust,  the Company  agrees to indemnify the Trustee  against the
     Trustee's costs, expenses, and liabilities (including,  without limitation,
     attorneys' fees and expenses)  relating  thereto and to be primarily liable
     for such payments.  If the Company does not pay such costs,  expenses,  and
     liabilities in a reasonably  timely manner,  the Trustee may obtain payment
     from the Trust.

(c)  Trustee may  consult  with legal  counsel  (who may also be counsel for the
     Company  generally)  with  respect  to  any of its  duties  or  obligations
     hereunder.

(d)  The Trustee may hire agents, accountants,  actuaries,  investment advisors,
     financial  consultants,  or other  professionals to assist it in performing
     any of its duties or obligations hereunder.

(e)  The Trustee shall have, without exclusion, all powers conferred on Trustees
     by applicable law, unless expressly  provided  otherwise herein;  provided,
     however,  that if an insurance policy is held as an asset of the Trust, the
     Trustee shall have no power to name a beneficiary  of the policy other than
     the Trust,  to assign the policy (as distinct from conversion of the policy
     to a different form) other than to a successor  Trustee,  or to loan to any
     person the proceeds of any borrowing against such policy.

(f)  Notwithstanding  any powers  granted to the Trustee  pursuant to this Trust
     Agreement or to  applicable  law, the Trustee shall not have any power that
     could give this Trust the  objective of carrying on a business and dividing
     the gains  therefrom,  within  the  meaning of  section  301.7701-2  of the
     Procedure  and  Administrative  Regulations  promulgated  pursuant  to  the
     Internal Revenue Code.

Section 10.  Compensation and Expenses of Trustee

        The  Company  shall  pay  all  administrative  and  Trustee's  fees  and
        expenses.  If the  administrative and Trustee' fees and expenses are not
        paid within ninety (90) days after such payment is due, the expenses and
        fees shall be paid from the Trust.

Section 11.  Resignation and Removal of Trustee

(a)  The Trustee may resign at any time by written notice to the Company,  which
     shall be effective thirty (30) days after receipt of such notice unless the
     Company and the Trustee agree otherwise.

(b)  The  Trustee  may be removed by the  Company on thirty  (30) days notice or
     upon shorter notice accepted by Trustee.

(c)  Upon  resignation or removal of the Trustee and  appointment of a successor
     Trustee,  all assets shall  subsequently  be  transferred  to the successor
     Trustee.  The  transfer  shall be completed  within  thirty (30) days after
     receipt of notice of resignation,  removal, or transfer, unless the Company
     extends the time limit.

(d)  If the Trustee resigns or is removed,  a successor  shall be appointed,  in
     accordance with Section 12 hereof,  by the effective date or resignation or
     removal under paragraphs (a) or (b) of this section. If no such appointment
     has been made,  the Trustee may apply to a court of competent  jurisdiction
     for  appointment  of a successor or for  instructions.  All expenses of the
     Trustee   in   connection   with  the   proceeding   shall  be  allowed  as
     administrative expenses of the Trust.

Section 12.  Appointment of Successor

        If the Trustee resigns or is removed in accordance with Section 11(a) or
        (b) hereof,  the Company  may  appoint any third  party,  such as a bank
        trust  department or other party that may be granted  corporate  trustee
        powers  under  state law, as a  successor  to replace  the Trustee  upon
        resignation or removal. The appointment shall be effective when accepted
        in  writing  by the new  Trustee,  who shall  have all of the rights and
        powers of the former Trustee,  including  ownership  rights in the Trust
        assets.  The former  Trustee shall execute any  instrument  necessary or
        reasonably requested by the Company or the successor Trustee to evidence
        the transfer.

Section 13.  Amendment or Termination

(a)  This Trust Agreement may be amended by a written instrument executed by the
     Trustee and the Company.  Notwithstanding the foregoing,  no such amendment
     shall conflict with the terms of the Plan or shall make the Trust revocable
     after it has become irrevocable in accordance with Section 2(b) hereof.

(b)  The Trust  shall not  terminate  until the date on which  Participants  and
     their  beneficiaries  are no longer  entitled to  benefits  pursuant to the
     terms of the Plan.

(c)  Upon written approval of Participants or beneficiaries  entitled to payment
     of benefits  pursuant to the terms of the Plan,  the Company may  terminate
     this Trust prior to the time all benefit  payments under the Plan have been
     made.  All  assets in the Trust at  termination  shall be  returned  to the
     Company.

Section 14.  Miscellaneous

(a)  Any  provision  of  this  Trust  Agreement   prohibited  by  law  shall  be
     ineffective to the extent of any such prohibition, without invalidating the
     remaining provisions hereof.

(b)  Benefits payable to Participants and their  beneficiaries  under this Trust
     Agreement may not be  anticipated,  assigned  (either at law or in equity),
     alienated, pledged, or encumbered; or subjected to attachment, garnishment,
     levy, execution, or other legal or equitable process.

(c)  This Trust  Agreement shall be governed by and construed in accordance with
     the laws of South Carolina to the extent not governed by applicable federal
     law.

Section 15.  Effective Date

        The effective date of this Trust Agreement shall be January 27, 2000.

        IN WITNESS WHEREOF,  the parties hereto have caused this Trust Agreement
to be  executed  by their duly  authorized  officers  on the date and year first
written above.

COMPANY:                                       TRUSTEE:

One Price Clothing Stores, Inc.                Carolina First Bank

By:     /s/ C. Burt Duren                      By:    /s/ Marion W. Beacham, Jr.
        -----------------                             --------------------------
        C. Burt Duren                                 Marion W. Beacham, Jr.
Title:  Vice President & Treasurer             Title: Vice President

                                    EXHIBIT A

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