EXHIBIT  10(q)  One Price  Clothing  Stores,  Inc.  Deferred  Compensation  Plan
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

         One  Price  Clothing   Stores,   Inc.,  a  Delaware   corporation  (the
"Company"),  hereby  establishes this Deferred  Compensation  Plan (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  at  retirement,
death, separation from service, 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  Change in Control: shall mean the occurrence of either of the following two
     events:

         1.       A change in the Board of Directors  of the  Company,  with the
                  result  that   members  of  the  Board,   as  elected  by  the
                  stockholders  of the  Company  on June  10,  1998  ("Incumbent
                  Directors"),  no longer  constitute  a majority of such Board,
                  provided  that  any  person  who  becomes  a  director   whose
                  appointment  or election  was  supported  by a majority of the
                  Incumbent  Directors shall be considered an Incumbent Director
                  for purposes hereof; or

         2.       The occurrence of a Section 11(a)(ii) Event, as defined in the
                  Shareholders Rights Agreement, dated November 3, 1994, between
                  Wachovia Bank of North   Carolina,  N.A., as Rights Agent, and
                  the Company  ("Rights  Agreement") as amended.

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

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

1.6  Compensation:  shall  mean  a  Participant's  salary  and  bonuses,  before
     reductions for deferral.

1.7  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.

1.8  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.

1.9  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.

1.10 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.

1.11 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.

1.12 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.

1.13 Eligible  Employee:  To be  eligible,  an  employee  must be a member  of a
     "select group of management or highly  compensated  employees" for purposes
     of ERISA;  shall be an  employee  of the  Company  or an  affiliate  of the
     Company;  shall have been  determined  to be eligible by the  Committee  to
     participate in the Plan;  shall meet the definition of "highly  compensated
     employee" as defined by the Internal Revenue Code at the time of employee's
     eligibility;  and must be a participant  in and make the maximum  allowable
     contribution to the Company's  401(k) Savings Plan unless excluded from the
     401 (k)  Savings  Plan for the sole reason that he has not met the one year
     of service required to participate in such 401(k) Savings Plan.

1.14 Employer: shall mean the Company.

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

1.16 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.

1.17 Participant:  shall mean an Eligible Employee,  as defined in Section 1.13,
     who is participating in the Plan as provided in Article 2

1.18 Plan: shall mean the One Price Clothing Stores, Inc. Deferred  Compensation
     Plan,  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.

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

1.20 Retirement:  shall  mean the  date of the  cessation  of the  Participant's
     employment  with  the  Company,   after  the  Participant   attains  normal
     retirement  (age 65), or an early  retirement  (age 50 - 64 with 5 years of
     continuous  service),  or such other date as the Committee may determine in
     its discretion.

1.21 Termination  of  Employment:  shall mean the date of the  cessation  of the
     Participant's  employment  with  the  Company  for any  reason  whatsoever,
     whether   voluntary  or  involuntary,   other  than  as  a  result  of  the
     Participant's Retirement, or death.



<PAGE>



1.22 Valuation Date: shall mean the last day of each Plan Year 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  Employee may elect to participate in
     the  Plan  and to make a  Deferral  Commitment  by  submitting  a  Deferral
     Election Form, as defined in Section 1.11 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  Employee.  A
     Participant shall not be eligible to make a new Deferral  Commitment unless
     the  Participant is an Eligible  Employee 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 an amount of up to 15% of the
     Participant's   Compensation,   as  defined  in  Section   1.6,   less  the
     Participant's  401(k)  contribution,  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.

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 1.8 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 & Company Contributions.  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.

         The Company may from time to time, in its discretion, credit additional
         matching  contributions  to  Participants  which shall be  allocated to
         their Deferral  Accounts.  This "Company Match" is discretionary and is
         determined annually by the Board of Directors.  The Board of Directors,
         in its sole  discretion,  may make  changes  in the  Company  Match and
         Participants  will be  notified by the Plan  Administrator  of any such
         changes.

         The  anticipated  amount of the Company  Match under this Plan, if any,
         shall be 50% of the first 5% of the Participant's Compensation deferred
         under  this  Plan and the  Company's  401(k)  plan  less the  amount of
         Company  Match  actually  made to the  Company's  401(k).  The combined
         Company  Match to both this  Plan and the  Company's  401(k),  however,
         shall not exceed the  maximum  Company  Match that would  otherwise  be
         available under the Company's 401(k) if the Participant  could defer to
         the Company's  401(k) plan the maximum  amount  allowed under  Internal
         Revenue Code Section 402(g) (e.g., $10,500 for Plan Year 2000).

         The portion of the  Participant's  Deferral  Account created by Company
         Matches  (including  any earnings on the  Participant's  Company Match)
         will  vest at the  rate of 20% per  full  year  of  vested  service  as
         follows:  less than 1 year - 0%; 1 year - 20%; 2 years - 40%; 3 years -
         60%; 4 years - 80%; and 5 years or more - 100%.

         In the event Participant dies while in service,  incurs a Disability as
         determined  in Section  1.12  herein,  the Plan is  terminated,  or the
         Company experiences a Change in Control,  the benefits calculated under
         Articles 5 and 6 of the Plan shall assume that the  Participant  became
         one  hundred  percent  (100%)  vested in any  interest  credited to his
         Deferral  Account,  any  balance  created by Company  Matches,  and any
         earnings on any Company Match,  credited to his Deferral  Account as of
         the day prior to his date of death or  Disability,  or the date of Plan
         termination or Change in Control.

                                    ARTICLE 5

                               PAYMENT OF BENEFITS

5.1  Retirement  Benefits.  Upon Retirement,  as defined in Section 1.20 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 retirement 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 6 months  prior to
     Retirement.  If no other  election is made,  the retired  Participant  will
     receive  15  annual  retirement  distributions  in  January  of  each  year
     following Retirement. Alternate distribution options are as follows:


<PAGE>



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

         (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  Retirement.  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  Termination of Employment Benefits. Subject to the Retirement provisions in
     Section 5.2, upon  Termination  of Employment  prior to age 65, the Company
     shall pay the Participant a benefit in the form of a lump sum payment equal
     to the  balance of the  Participant's  Deferral  Account as of the date the
     Participant  terminated  employment.  Such payment shall be made as soon as
     administratively possible after said termination date.

5.4  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.

5.5  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.

5.6  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 5.6 shall be binding and conclusive.

                                    ARTICLE 6

                                SURVIVOR BENEFITS

6.1  Pre-Retirement  Survivor Benefit. If a Participant dies prior to Retirement
     or Termination of  Employment,  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-Retirement  Survivor Benefit.  If a Participant dies after Retirement,
     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.

                                    ARTICLE 7

                                   DISABILITY

If a Participant is determined to have a Disability,  as defined in Section 1.12
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.


<PAGE>



                                    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.

12.3 Employment  Not  Guaranteed.  Nothing  contained in the Plan nor any action
     taken hereunder shall be construed as a contract of employment or as giving
     any Participant any right to continued employment with the Company.

12.4 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.

12.5 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.

12.6 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.

12.7 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.

12.8 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.

12.9 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.

12.10Arbitration.  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 23rd 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

                   TRUST UNDER ONE PRICE CLOTHING STORES, INC.

                           DEFERRED COMPENSATION PLAN

     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 ("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.

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's 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

                                      None