EXHIBIT 10.8
                             CORT FURNITURE RENTAL
                             SUPPLEMENTAL EXECUTIVE
                                 RETIREMENT PLAN







                      As Revised Effective January 1, 1993

                      Restated through the Second Amendment


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                             CORT FURNITURE RENTAL
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         This is the CORT FURNITURE  RENTAL  SUPPLEMENTAL  EXECUTIVE  RETIREMENT
PLAN (the "Plan") for certain key management  employees (the  "Participants") of
Cort Furniture Rental Corporation ("Cort").

                                   Background

         The purpose of this Plan is to reward certain key management  employees
of Cort for long  periods of service and to provide an  additional  incentive to
those  employees  to  continue  to work for Cort until  attainment  of age 65 by
providing a meaningful  supplement to the retirement  benefits  those  employees
will  receive  from the  Retirement  Plan for  Salaried  and Sales  Employees of
Mohasco   Corporation  (the  "Mohasco  Plan")  and  the  Cort  Furniture  Rental
Investment Savings and Profit Sharing Retirement Plan (the "401(k) Plan").  This
Plan will provide both  supplemental  retirement  benefits,  and the  incidental
death benefits for Participants.

ARTICLE I. DEFINITIONS

         1.1. "Account" means for any Participant listed in Exhibit B the sum of
the following:

          (a) the Participant's  share of the gains or losses such Participant's
     Account  actually  incurred in the grantor  trust  maintained  for the Plan
     under Internal  Revenue Code Section 671 as of the most recent December 31,
     determined annually;

          (b) the Participant's  share of the Annual Contribution to be credited
     to the Participant's Account as of January 1 of each calendar year; and

          (c)  the  Participant's   share  determined  each  January  1  of  any
     forfeitures from the prior year.

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A Participant's  share of Annual  Contributions and any forfeitures  suffered by
any Participant listed in the same Part of Exhibit B as the Participant for such
calendar  year is equal  to a  fraction  where  the  numerator  is equal to such
Participant's  points and the  denominator  is equal to the total points for all
Participants  included in the same Part of Exhibit B as the Participant for each
calendar year. A Participant  will receive one point for every whole year of age
and two points for every  Year of  Service as of such  January 1 except  that if
such  Participant  is an Operating  Group Vice  President on such date then such
Participant  shall  receive one and one-half  points for every whole year of age
and two points for every  Year of  Service as of such  January 1. A  Participant
shall not share in the Annual  Contribution  in any year  following  the year he
attains  his  Normal  Retirement  Date.  In  addition,  a  Participant  who  has
terminated  employment shall not receive a share of the Annual  Contribution and
forfeitures  in any year  following  termination.  The Trustees  shall value the
Account at least annually. The Corporation may request the Trustees to value the
Account more frequently.

         1.2.  "Accrued  Benefit" means for any Participant  listed in Exhibit A
the targeted  percentage (as indicated in Exhibit A) of the Participant's  Final
Average  Compensation  as  of  the  date  of  the  Participant's  retirement  or
termination of employment  multiplied by the ratio of the  Participant's  actual
Years  of  Service  as of the  applicable  event to the  Participant's  Years of
Service projected to such Participant's Normal Retirement Date.

         1.3. "Annual  Contribution" means for the Participants listed in Part I
of Exhibit B an amount  contributed by Cort annually equal to $15,000 multiplied
by the  number of  Participants  listed in Part I of  Exhibit B who have not yet
attained the Normal  Retirement Date and who are employees of Cort as of January
1 of such year as well as any other amount that may be  authorized  by the Board
of Directors for such year and for the Participants listed in Part II of Exhibit
B an amount  contributed  by Cort  annually  equal to $20,000  multiplied by the
number of Participants  listed in Part II of Exhibit B who have not yet attained
the Normal Retirement Date and who are employees of Cort as of January 1 of such
year

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as well as any other amount that may be authorized by the Board of Directors for
such year. Effective September 1, 1994, no additional Annual Contributions shall
be made on behalf of any  Participant  listed under Part II of Exhibit B without
specific  authorization  by the  Board of  Directors.

         1.4. "Cause" means the Corporation's right to terminate a Participant's
employment with the Corporation  upon the willful engaging by the Participant in
gross misconduct materially or demonstrably injurious to the Corporation or upon
the Participant's willful refusal to substantially perform the duties reasonably
assigned to him.  For  purposes of this  definition,  no act, or failure to act,
shall be  considered  "willful"  unless  done,  or  failed  to be  done,  by the
Participant not in good faith and without  reasonable belief that such action or
omission was in the best interest of the Corporation.

         1.5.  "Compensation"  includes (a) salary, (b) bonuses, (c) any pre-tax
income  deferrals  made  pursuant to the 401(k)  Plan,  the Mohasco  Plan or any
cafeteria plan, as defined in Internal Revenue Code Section 125,  established by
Cort, and (d) for the tax year ending December 31, 1989,  compensation  received
by an  employee or  contributed  at the  employee's  election to any 401(k) plan
maintained by Mohasco Corporation prior to the sale of Cort.

         1.6 "Corporation" means Cort Furniture Rental Corporation.

         1.7 "Final Average Compensation" means the average of the Participant's
Compensation  over those 36 consecutive  months out of the last 60 months of the
Participant's employment that produce the highest average.

         1.8.    "Participants"    means   those   employees   of   Cort   whose
responsibilities and actions have a substantial impact on the success of Cort as
a whole,  that are part of a select group of management  and highly  compensated
employees,  and who are selected by the Board of Directors of Cort  ("Boards) to
participate  in the Plan.  The  individuals  listed on Exhibit A and  Exhibit B,
attached hereto, have been selected as Participants in the Plan.

         1.9.  "Plan" means the Cort  Furniture  Rental  Supplemental  Executive
Retirement Plan.

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         1.10.  "Plan  Administrator"  means  the  person or  committee  persons
appointed by Cort who shall have the  responsibility,  discretion  and authority
to, among other things:

          (a) interpret, construe and implement the provisions of the Plan;

          (b)  decide  all  questions  concerning  the  Plan and the  amount  of
     benefits to which any Participant is entitled under the Plan;

          (c) adopt such  regulations,  rules,  procedures and forms  consistent
     with the Plan that are deemed necessary or desirable for the administration
     of the Plan, and

          (d) employ individuals and firms to provide legal and actuarial advice
     and counsel,  as  necessary,  to assure that the  provision of the Plan are
     properly interpreted and administered.


         The Plan  Administrator  shall be the  President  and  Chief  Executive
Officer,  Vice  President  of Human  Resources  and Risk  Management  and  Chief
Financial Officer..

         1.11  "Vested  Account"  means  Account  as defined  in  Paragraph  1.1
multiplied by a factor not to exceed 1.0. For a Participant  listed in Part I of
Exhibit B the Account is multiplied by .5 if the Participant's  Years of Service
as of the date of  determination  are less than 25 and such  Participant has not
attained age 65 and 1.0 if the  Participant has either attained age 65 or earned
25 or more Years of Service. For a Participant listed under Part II of Exhibit B
the Account is multiplied by 1.0 without  regard to the  Participant's  Years of
Service or Average Final Compensation.

         For any  Participant  who was a  Participant  on December  31, 1995 any
amount  determined  under  the  preceding  Paragraph  shall not be less than the
amount of such Participant's Account balance as of December 31, 1995 as adjusted
for any net losses due to investment performance in the grantor trust maintained
for the Plan.

         1.12.  "Years of Service"  means the Years of Service used to determine
vesting service for vesting purposes under the 401(k) Plan.

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ARTICLE II. NORMAL RETIREMENT

         2.1.  Normal   Retirement  Date.  The  Normal  Retirement  Date  for  a
Participant  who has not retired early pursuant to Article IV shall be the first
day of the month coincident with or next following the date he attains age 65.

         2.2. Normal  Retirement  Benefit for Participants  Listed in Exhibit A.
The retirement  benefit payable monthly  beginning at the Normal Retirement Date
of a  Participant  listed  on  Exhibit  A shall  be  one-twelfth  (1/12)  of the
Participant's Accrued Benefit, reduced by:

          (a) the  annuity  value  of the  total  amount  of  contributions  and
     accumulated earnings thereon, if any, made on behalf of such Participant by
     Cort pursuant to Section 3.04 of the 401(k) Plan that are allocated to that
     Participant's  Account  under  such  Plan.  That  annuity  value  is  to be
     determined  as of  the  date  that  the  Participant's  retirement  benefit
     payments under the Plan are scheduled to commence,  and shall be determined
     by Cort by use of the actuarial  assumptions  most  recently  issued by the
     Pension Benefit Guaranty Corporation ("PBGC"), and

          (b) the annuity benefit, on a single life basis only, if any, which is
     or  would  be  payable  to a  Participant  who  has  been a  member  of the
     Retirement Plan for Salaried and Sales Employees of Mohasco  Corporation as
     if he had retired from the Mohasco Plan as of the date that his  retirement
     benefit payments under the Plan are scheduled to commence.

         2.3 Normal Retirement Benefit for Participants Listed in Exhibit B. The
Vested Account  balance of a Participant  listed in Exhibit B as of the last day
of the month in which he attains age 65 except that for a Participant  listed in
Part I of Exhibit B, such amount when  converted to an annual life annuity shall
not exceed  whatever  amount is  necessary to provide for an annual life annuity
for his life only,  calculated  using the  actuarial  assumptions  specified  in
Paragraph 2.2(a), equal to 35% of Final Average Compensation for any Participant
who is an Operating  Group Vice  President at such time or 25% of Final  Average
Compensation for any Participant who is a Staff Vice President at such time.

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         For any  Participant  who was a  Participant  on December  31, 1995 any
amount  determined  under  the  preceding  Paragraph  shall not be less than the
amount of such Participant's Account balance as of December 31, 1995 as adjusted
for any net losses due to investment performance in the grantor trust maintained
for the Plan.

ARTICLE III. LATE RETIREMENT

         3.1. Late  Retirement  Date. The Late Retirement Date for a Participant
who continues in the employ of Cort beyond his Normal  Retirement  Date shall be
the first of the month next following the date the Participant's employment with
Cort has terminated.

         3.2. Late Retirement Benefit for Participants  Listed in Exhibit A. The
retirement  benefit payable  monthly  beginning at the Late Retirement Date of a
Participant  listed in Exhibit A shall be determined in accordance  with Section
2.2 as if the Participant had retired as of his Normal Retirement Date.

         3.3. Late Retirement Benefit for Participants  Listed in Exhibit B. The
Vested Account  balance of a Participant  listed in Exhibit B as of the last day
of the month in which his employment with Cort has terminated  except that for a
Participant  listed in Part I of Exhibit B, such  amount  when  converted  to an
annual life annuity shall not exceed whatever amount is necessary to provide for
an annual life annuity,  determined as if the  Participant  were age 65, for his
life only,  calculated  using the actuarial  assumptions  specified in Paragraph
2.2(a), equal to 35% of Final Average Compensation for any Participant who is an
Operating Group Vice President at such time or 25% of Final Average Compensation
for any Participant who is a Staff Vice President at such time.

         For any  Participant  who was a  Participant  on December  31, 1995 any
amount  determined  under  the  preceding  Paragraph  shall not be less than the
amount of such Participant's Account balance as of December 31, 1995 as adjusted
for any net losses due to investment performance in the grantor trust

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maintained for the Plan.

ARTICLE IV. EARLY RETIREMENT

         4.1. Early  Retirement Date. The Early Retirement Date of a Participant
who has attained age 60 shall be the first day of the month next  following  the
date the Participant's  employment with Cort is terminated.  No Early Retirement
Date prior to the date the  Participant  would attain age 60 may be  established
without the consent of the Board.

         4.2. Early Retirement Benefit for Participants Listed in Exhibit A. The
retirement benefit payable monthly at the Early Retirement Date of a Participant
listed on Exhibit A shall be the Accrued Benefit of such Participant  determined
as of the Participant's  Early Retirement Date after the reduction  described in
clauses (a) and (b) of Paragraph 2.2; provided,  however,  if the Participant is
under age 65 at the date that payment of retirement benefits commence, the Early
Retirement Benefit shall be reduced by one fourth of one percent (.25%) for each
complete month between the date that payment of retirement benefits commence and
the date the  Participant  would  attain  age 65 up to a  maximum  reduction  of
fifteen percent (15%).

         4.3. Early Retirement Benefit for Participants Listed in Exhibit B. The
benefit  of a  Participant  listed  in  Exhibit  B who has  attained  his  Early
Retirement Date shall be determined in accordance with subparagraph 6.2.3.

ARTICLE V. TERMINATION OF EMPLOYMENT AND DEATH IN ACTIVE SERVICE

         5.1. Eligibility for Retirement Benefit. A Participant whose employment
with Cort  terminates  for any reason  other than  Termination  for Cause  under
Article  VIII after  completing  five (5) Years of Service  shall be entitled to
receive a retirement benefit.

               5.1.1. The benefit of a Participant  listed in Exhibit A shall be
          equal to his then Accrued

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          Benefit  less  the  reduction  described  in   clauses (a) and (b)  of
          Paragraph 2.2 under the Plan payable,  at the Participant's  election,
          at his Normal or Early Retirement Date, if he is then living.  If such
          a Participant  elects a benefit payable at this Early Retirement Date,
          the benefit will be reduced as provided in Paragraph 4.2.

               5.1.2. The benefit of a Participant  listed in Exhibit B shall be
          equal to the benefit determined under Paragraph 2.3 as of the last day
          of  the  month  that  is  eighteen  (18)  months  from  the  date  his
          termination of employment occurred.

         5.2.  Eligibility  for Death Benefit.  In the case of a Participant who
has five (5) Years of Service and dies before benefits commence, the Beneficiary
of such Participant shall be entitled to receive a benefit.

               5.2.1.  Such benefit for a Participant  listed in Exhibit A shall
          be  equal  to  the  amount  of  benefit  payable  to  a  spouse  under
          subparagraph  6.1.2.  determined  at  the  date  of the  death  of the
          Participant  and be  payable  at  what  would  have  been  the  Normal
          Retirement  Date of the  Participant.  If the  Participant  died on or
          after age 60, the Beneficiary  may elect to begin  receiving  benefits
          immediately or if the  Participant  had not yet attained age 60 at the
          time of his death  the  Beneficiary  may  elect to begin ..  receiving
          benefits at any time  following  the date the  Participant  would have
          reached age 60 but in either  event the amount of the benefit  payable
          monthly  will be reduced by one fourth of one percent  (.25%) for each
          complete  month between the date the payment of benefits  commence and
          the date the  Participant  would have  attained age 65 up to a maximum
          reduction of fifteen percent (15%).

               5.2.2 The benefit of a  Participant  listed in Exhibit B shall be
          equal to the benefit determined under Paragraph 2.3 as of the last day
          of the month in which his death  occurred  except that for purposes of
          calculating  his Vested Account balance under Paragraph 1.1 the factor
          shall equal 1.0.

         5.3.    Termination    Without   Cause   or   Substantial    Reduction.
Notwithstanding  anything under Section 5.1 to the contrary, a Participant whose
employment with Cort is terminated without Cause or

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who  has  a  substantial   reduction  in  duties  and   responsibilities  or  in
Compensation,  will be entitled to receive a  retirement  benefit.

               5.3.1.  Such benefit for a Participant  listed in Exhibit A shall
          be equal to his then  Accrued  Benefit  under the Plan  payable at his
          Normal or Early Retirement Date, if he is then living,  whether or not
          he meets  the five (5) Years of  Service  eligibility  requirement  of
          Paragraph 5.1. If such a Participant  elects a benefit  payable at his
          Early  Retirement  Date,  the  benefit  will be reduced as provided in
          Section 4.2.

               5.3.2.  Such benefit for a Participant  listed in Exhibit B shall
          be equal to the benefit  determined under Paragraph 2.3 as of the last
          day of the month in which the applicable event occurs,  whether or not
          he meets  the five (5) Years of  Service  eligibility  requirement  of
          Paragraph  5.1 except  that for  purposes  of  calculating  his Vested
          Account  balance under  Paragraph 1.11 the factor shall equal 1.0. The
          benefit is payable as soon as practicable thereafter.

         5.4.  Severance  Payment.  In  addition  to the  payment of his Accrued
Benefit or Account balance  pursuant to Section 5.3, such  Participant  shall be
entitled to an immediate lump sum payment as follows:  (i) a Participant who was
a Cort  employee on or before  January 1, 1989 shall  receive an amount equal to
the amount of Compensation he receives during the final twelve (12) months prior
to the date of his termination or substantial  reduction,  (2) a Participant who
became a Cort  employee  after  January 1, 1989 shall receive an amount equal to
the amount of  Compensation he receives during the final six (6) months prior to
the date of his termination or substantial reduction, except that in the case of
the CEO such amount shall equal twice the  otherwise  applicable  amount of such
Compensation,  and any  Participant's  payment shall be reduced by the amount of
any Cort paid severance payments to which such Participant is entitled under any
employment  agreement or any severance benefit plan or program sponsored by Cort
or otherwise.

         5.5  Eligibility for Long Term  Disability.  A Participant who has five
(5) Years of Service

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and becomes  eligible for  benefits  under the Cort  Furniture  Rental Long Term
Disability  Plan and actually and  regularly  receives  benefits  under the Cort
Furniture  Rental Long Term  Disability Plan until such  Participant  would have
otherwise  been eligible to receive  benefits  under  Paragraph 5.1 of this Plan
shall be  entitled  to receive a benefit.  The  benefit  is then  payable  under
Paragraph  5.1,  or  Paragraph  5.2,  as  applicable.

               5.5.1 Such benefit for a Participant listed in Exhibit A shall be
          equal to the amount of benefit as determined under  Subparagraph 5.1.1
          except that the Final Average  Compensation of such Participant  shall
          be  determined as of the last day of the month  immediately  preceding
          the first month such  Participant  became eligible to receive benefits
          under the Cort Furniture  Rental Long Term Disability Plan and he will
          continue  to be  credited  with  Years  of  Service  as  long as he is
          eligible for and actually and regularly  receiving  benefits under the
          Cort Furniture  Rental Long Term Disability Plan regardless of whether
          such Years of Service  would have been  credited to him under the Cort
          Furniture  Rental  Investment  Savings and Profit  Sharing  Retirement
          Plan.

               5.5.2 The benefit of a  Participant  listed in Exhibit B shall be
          equal to the benefit determined under Paragraph 2.3 as of the last day
          of the  month  immediately  preceding  the first  month in which  such
          Participant  becomes  eligible for benefits  under the Cort  Furniture
          Rental  Long  Term   Disability  Plan  except  that  for  purposes  of
          calculating  his  Vested  Account  balance  under  Paragraph 1.11  the
          factor shall equal 1.0 and the Vested Account of such Participant will
          continue  to share in the gains or losses  such  Participant's  Vested
          Account actually incurred in the grantor trust maintained for the Plan
          under  Internal  Revenue  Code  Section 671  as of the last day of the
          month immediately preceding any subsequent payment.

ARTICLE VI. FORM OF BENEFIT PAYMENTS.

         6.1. Form of Benefit Payments for Participants listed in Exhibit A.


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               6.1.1.  Normal Form. The normal form of benefit for  Participants
          listed  in  Exhibit  A under  this  Plan  will be an  annuity  for the
          Participant's  life with no further  benefits  payable  following  the
          Participant's death.

               6.1.2. Alternate Forms. A Participant listed in Exhibit A will be
          able to elect a form of  retirement  benefit from among the  following
          methods of payment:

                    (a) A reduced  annuity for the  Participant's  life with the
               provision  that if the  Participant  dies  before  receiving  180
               payments,  payments in the same amount as those being received by
               the  Participant  will  continue to be made to the  Participant's
               Designated Beneficiary(ies) as determined according to Article IX
               until the total  number of  payments to the  Participant  and the
               Designated Beneficiary(ies) is 180; or

                    (b) A reduced annuity for the life of the  Participant  with
               the provision  that an amount equal to 50% of the amount  payable
               to the Participant  will be paid to the  Participant's  surviving
               spouse,  if  any,  for  so  long  as  that  spouse  survives  the
               Participant.

The actuarial methods and assumptions used to convert the normal form of benefit
into either of the alternative  forms of benefit  payment will be based upon the
UP-1984 Table assuming an interest rate of seven percent (7%) per year.

         6.2 Form of Benefit Payments for Participants Listed in Exhibit B.

               6.2.1.  Termination at Normal Retirement Date.  A Participant who
          terminates  employment  during  the month  immediately  preceding  his
          Normal Retirement Date will receive his Normal Retirement Benefit in a
          lump  sum  as  soon  as  practicable   following  his  termination  of
          employment.

               6.2.2.  Termination at Late Retirement Date.  A  Participant  who
          terminates  employment  following  his  Normal  Retirement  Date shall
          receive  his  Late  Retirement  Benefit  in a  lump  sum  as  soon  as
          practicable following his termination of employment.

               6.2.3.  Termination  at Early  Retirement  Date and Before Normal
          Retirement Date. The

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          benefit of a Participant  who has attained his Early  Retirement  Date
          but not his Normal  Retirement  Date shall first be  determined  under
          Paragraph 2.3 and then 6% of such amount shall be  distributed  to him
          as soon as  practicable  following  his  Early  Retirement  Date.  The
          remaining  balance in the Vested Account will continue to share in the
          gains or losses such Participant's Vested Account actually incurred in
          the grantor trust  maintained for the Plan under Internal Revenue Code
          Section 671 as of the last day of the month immediately  preceding any
          subsequent payment.  Twelve (12) months following his Early Retirement
          Date he shall again receive a payment equal to 6% of such amount.  The
          balance  shall be paid to him in a lump sum eighteen  (18) months from
          his termination of employment.


               6.2.4.  Termination Before Early Retirement Date.  A  Participant
          whose  employment  terminates  under Paragraph 5.1 will receive a lump
          sum  payment  as soon as  practicable  following  the month that is 18
          months from the date in which termination occurred.

ARTICLE VII. NON-COMPETITION

         7.1. Period of Non-Competition.  By receiving benefits under this Plan,
the Participant  agrees to refrain for a period of eighteen (18) months from the
date his employment with Cort terminates,  unless he is terminated without Cause
or has a substantial  reduction in duties and  responsibilities or Compensation,
from engaging as a principal,  employee,  partner or stockholder in any business
engaged in by Cort, excluding stock ownership not exceeding five percent (5%) of
the issued and  outstanding  capital  stock of any  corporation  engages in such
activity.

ARTICLE VIII. FORFEITURE OF BENEFITS

         8.1.  Termination for Cause.  The  Accrued  Benefit or Account  balance
under the Plan shall be forfeited in the event of prohibited conduct on the part
of the  Participant,  as defined in any  employment  agreement in effect between
Cort and the Participant at the time of the alleged violation.

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The Participant will be provided with notice of an alleged violation and with an
opportunity to correct any alleged  prohibited  conduct prior to any forfeiture.


         8.2.  Competition.  A  Participant  who  violated  the  Non-Competition
provision  of Article VII after  terminating  his  employment  with Cort,  shall
forfeit all remaining rights to any benefits under the Plan.

ARTICLE IX. DESIGNATED BENEFICIARY(IES)

         9.1.  Procedure for Designation of Beneficiary.  Each Participant shall
designate in writing to the Plan Administrator a Beneficiary(ies) who may be the
Participant's  spouse or  children,  including  adopted  children to receive any
Death  Benefit  payable  under Article VI. Any  Beneficiary  designation  may be
revoked or modified at any time by such Participant. Notwithstanding Article VI,
no death  benefit  shall be payable  with  respect to a  Participant  who is not
survived by a validly designated  Beneficiary(ies),  nor shall any death benefit
be  payable  following  the  death of the last of the  Participant's  designated
Beneficiaries.

ARTICLE X. FUNDING

         10.1  Irrevocable  Grantor Trust.  Cort has  established an irrevocable
grantor trust within the meaning of Section 671 of the Internal  Revenue Code of
1986, as amended, entitled "Agreement for Irrevocable Trust Under Cort Furniture
Rental Supplemental Executive Retirement Plan" ("Trust") to assist in payment of
its obligations under this Plan. That Trust will receive such periodic infusions
of  capital  as may be  determined  by Cort  based on the  actuarial  equivalent
computed lump-sum value of the Accrued Benefit,  as defined in Paragraph 1.2. In
addition,  each year the Trust will receive an Annual Contribution as defined in
Paragraph  1.3. The assets in the Trust shall remain part of the general  assets
of Cort, and no person,  including a Participant,  claiming  benefits under this
Plan will have any right,

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title,  or interest in such Trust.  The creation of the Trust does not cause the
Plan to be other  than  "unfunded"  four  purposes  of  Title I of the  Employee
Retirement Income Security Act of 1974.

ARTICLE XI. PARTICIPANT AS GENERAL CREDITOR

         11.1.  Benefits  Unsecured.  The rights of any  Participant to benefits
under  the Plan or Trust  prior to  actual  receipt  of such  benefits  shall be
limited to those of a general unsecured creditor of Cort.

ARTICLE XII. MISCELLANEOUS

         12.1  Withholding  of Taxes.  The rights of a  Participant  to payments
under this Plan shall be subject to Cort's  obligations  to  withhold  from such
payments any income or owner tax on such payments.

         12.2. Alienation or Assignment of Benefits.  The benefits payable under
this Plan shall not be subject in any manner to anticipation,  alienation, sale,
transfer,  assignment,  pledge,  encumbrance,  charge or seizure.  Any attempted
alienation or assignment of benefits  hereunder shall be void and of no force or
effect.

         12.3. No Implied Rights. Nothing in this Plan shall be deemed to:

                    (a) give to any employee of Cort, including a Participant in
               this Plan,  the right to be  retained in the employ of Cort or to
               interfere  with the right of Cort to dismiss any employee of Cort
               at any time, or

                    (b) give to any  Participant or beneficiary any right to any
               payment or benefits  except as  specifically  provided for in the
               Plan.

         12.4 Amendment and  Termination.  The Plan may be amended or terminated
by the Board at any time.  No amendment or termination shall serve to reduce the
benefits  accrued pursuant to Article VI above by any Participant up to the date
of such action.

         12.5 Governing Law. This Plan shall be construed in accordance with and
governed by

                                     - 14 -


<PAGE>


Virginia law.

         12.6  Construction.  Wherever  applicable,  the masculine pronoun shall
mean or include  the  feminine  pronoun,  and words used in the  singular  shall
include the plural, and vice versa.

         12.7.  Effective  Date.  This Plan as revised  shall take  effect as of
January 1, 1996.


                                     - 15 -


<PAGE>


                                   EXHIBIT A


                                                     Targeted Percentage
                                   Date of             of Final Average
Name of Participant             Participation            Compensation
-------------------             -------------            ------------

1. Robert O'Malley                 12/4/89                   55

2. Paul N. Arnold                  12/4/89                   55

3. Allen B. Shuttleworth           12/4/89                   50

4. Steven D. Jobes                 12/4/89                   50

5. Lloyd Lenson                    12/4/89                   50


                                     - 16 -



<PAGE>


                                   EXHIBIT B


                                     Part I

                                Date of
Name of Participant          Participation        Job Classification
-------------------          -------------        ------------------

a. Edward J. Beer               1/1/93            Staff Vice President

b. Warren Hemm                  1/1/93            Operating Group Vice President

c. Frank Martini                1/1/95            Operating Group Vice President

d. Anthony Bellerdine           1/1/95            Operating Group Vice President

e. Frances Ziemniak             1/1/96            Operating Group Vice President

f. Michael Connors              1/1/96            Staff Vice President




                                    Part II

                                Date of
Name of Participant          Participation        Job Classification
-------------------          -------------        ------------------

a. Charles M. Egan             12/21/93           Not Applicable


                                     - 17 -