SEVERANCE PAY PLAN

 ROSE'S STORES, INC.

                        SEVERANCE PAY PLAN

                   (Effective December 14, 1995)

                           INTRODUCTION

          The purpose of this Severance Pay Plan (the "Plan") is to enable
Rose's Stores, Inc. (the "Company") to offer a form of protection to Officers
and Selected Associates of the Company and its Affiliates in the event their
employment with the Company and its Affiliates terminates.

          Accordingly, the Company's Board of Directors has adopted this Plan,
upon the recommendation of the Compensation Committee, effective December 14,
1995, for Officers and Selected Associates of the Company and its Affiliates in
an effort to assist in replacing the loss of income caused by a termination of
employment under the circumstances described herein.

          The Plan, effective December 14, 1995, amends and supersedes any
severance plans, policies and/or practices of the Company or any Affiliate.  Any
Participant in the Plan shall not be eligible to participate in any other
severance plan, policy or practice of the Company or any Affiliate.

                             ARTICLE i
                            Definitions

          i.1  "Affiliate" shall mean the Company and any entity affiliated
with the Company within the meaning of Code Section 414(b) with respect to a
controlled group of corporations, Code Section 414(c) with respect to trades or
businesses under common control with the Company, Code Section 414(m) with
respect to affiliated service groups and any other entity required to be
aggregated with the Company under Code Section 414(o).  No entity shall be
treated as an Affiliate for any period during which it is not part of the
controlled group, under common control or otherwise required to be aggregated
under Code Section 414.

          i.2  "Associate" shall mean any individual employed by an Employer,
other than those employed on a temporary and/or seasonal basis as determined in
accordance with the Company's policies and practices.

          i.3  "Board" shall mean the Board of Directors of the Company.

          i.4  "Cause" shall mean (with regard to a Participant's termination
of employment with the Control Group):  (a) the refusal or willful failure by
the Participant to substantially perform his or her duties,(b) the Participant's
dishonesty, willful misconduct, misappropriation, breach of fiduciary duty or
fraud with regard to the Control Group or any of their assets or businesses, or
(c) the Participant's conviction of, or plea of nolo contendere with respect to,
a felony (other than a traffic violation) or any other crime involving, in the
sole discretion of the Committee, moral turpitude.

          i.5  "Change in Control" shall have the meaning set forth in
Appendix A attached hereto.

          i.6  "Code" shall mean the Internal Revenue Code of 1986, as
amended.

          i.7  "Committee" shall mean the Compensation Committee of the Board
or an administrative committee appointed by the Compensation Committee.

          i.8  "Company" shall mean Rose's Stores, Inc., a Delaware
corporation, and any successor as provided in Article VI hereof.

          i.9  "Control Group" shall mean the Company and its Affiliates.

          i.10 "Disability" shall mean a disability resulting from a physical
or mental condition of such severity and probable prolonged duration as to
entitle a Participant to disability retirement benefits under the Federal Social
Security Act.

          i.11 "Effective Date" shall mean December 14, 1995.

          i.12 "Employer" shall mean the Company and any Affiliate which has
adopted this Plan in accordance with Section 6.1 hereof.

          i.13 "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

          i.14 "Exempt Associate" shall mean an Associate who is exempt from
minimum wage and overtime requirements pursuant to the Fair Labor and Standards
Act 29 U.S.C. Section 213.

          i.15 "Good Reason" shall mean (with respect to a Participant's
termination of employment with the Control Group):  (a) the complete elimination
of a Participant's position, unless the Participant is offered a comparable or
better position with the Employer as determined by the Committee, in its sole
discretion; (b) the Participant's constructive or voluntary termination, during
the sixty (60) day period prior to the Participant's Termination Date, due to
a material reduction in Salary; or (c) the Participant's constructive or
voluntary termination, during the sixty (60) day period prior to the
Participant's Termination Date,due to a material change in job responsibilities.

          i.16 "Hour of Service" shall mean each hour for which an Associate
is or will be directly or indirectly compensated by an Employer or an Affiliate
for the performance of the Associate's work duties.  Hours of Service shall be
credited (based on an Associate's normally scheduled Hours of Service) during
any period which an Associate is not working due to disability, leave of absence
or layoff so long as he or she is being paid by the Employer (other than through
any employee benefit plan).  Hours of Service also shall also be credited for
service in any branch of the armed forces of the United States by any person who
is an Associate on the date such service commenced, but only to the extent
required by applicable law.

          i.17 "Officer" shall mean any of the following Associates of the
Company:  Executive Vice Presidents, Senior Vice Presidents, Vice Presidents or
Treasurers.

          i.18 "Participant" shall mean any Officer or Selected Associate,
or former Officer or Selected Associate who is receiving payments under the 
Plan.

          i.19 "Plan" shall mean the Rose's Stores, Inc. Severance Pay Plan.

          i.20 "Salary" shall mean a Participant's regular annual salary from
the Employer on his or her Termination Date exclusive of overtime, bonuses,
awards, imputed income or extraordinary payments.  In calculating the amount of
Severance Benefit, the Committee shall use the following guidelines:

               (a)   the monthly Salary rate shall be computed by dividing
                     the Participant's Salary by twelve (12);

               (b)   the weekly Salary rate shall be computed by dividing the
                     Participant's Salary by fifty-two (52); and

               (c)   with respect to an Associate who is a truck driver, the
                     weekly Salary rate shall be computed by dividing the
                     Associate's year to date earnings by the total number
                     of pay checks he or she has received during such year
                     as of his or her Termination Date multiplied by twenty-
                     six (26); such sum shall then be divided by fifty-two
                     (52).

          i.21 "Selected Associate" shall mean any Exempt Associate or any
other non-Exempt Associate who is regularly employed at the corporate office of
the Company.

          i.22 "Severance Benefit" shall mean the benefit paid to the
Participant by the Employer in accordance with Appendix B attached hereto.  Any
Severance Benefit shall be reduced by (a) any monies arising out of the
employment relationship which are owed to the Employer by the Participant, and
(b) deductions for taxes, withholding or benefits provided or elected hereunder.

          i.23 "Termination Date" shall mean the last official work day for
which the Participant receives pay for service with the Employer and specifi-
cally excludes any period for which a Severance Benefit payment is made.

          i.24 "Year of Service" shall mean each twelve (12) consecutive month
period commencing on the Associate's date of hire by the Employer and each
anniversary thereof.
                            ARTICLE ii
                             Benefits

          ii.1 Eligibility for Benefits.  Any Participant (a) whose employment
with the Control Group is terminated without Cause by an Employer; (b) who
terminates employment with the Control Group after the occurrence of a Good

Reason event with regard to such Participant; or (c) who terminates employment
due to Disability, shall be entitled to a Severance Benefit in the manner set
forth in Section 2.2 below.  A Participant shall not be entitled to a Severance
Benefit under this Plan if he or she is terminated for Cause.

          ii.2 Amount and Form of Benefits.  Any Participant described in
Section 2.1 above shall receive his or her Severance Benefit in an amount
calculated in accordance with Appendix B attached hereto. Such Severance Benefit
shall be paid in the form of bi-weekly installments, unless otherwise specified
in Appendix B, with the first installment beginning as soon as administratively
feasible after the Participant's Termination Date.

          ii.3 Additional Benefits.  An Officer entitled to receive a
Severance Benefit in accordance with Section 2.1 shall also be entitled to
receive additional benefits as provided in (a) and (b) below:

               (a) An Officer shall be reimbursed for reasonable fees for
outplacement assistance or other reasonable expenses incurred in the pursuit of
subsequent employment.  The reasonableness of such fees and expenses shall be
determined by the Committee, in its sole discretion.  The maximum reimbursement
for all fees and expenses incurred shall be ten thousand dollars ($10,000).

               (b) An Officer shall be entitled to continued medical, dental
and disability coverage under the plans in which he or she participated prior
to his or her Termination Date.  Such coverage shall be under substantially
similar terms and conditions as an active Associate for a period of three (3)
months following the Officer's Termination Date; provided that participation in
such plans shall cease if the Officer becomes employed on a full-time basis with
an Employer or any other employer, as determined by the Committee in its sole
discretion.  Notwithstanding the foregoing, the Officer may not continue to
participate in any such plan on a pre-tax or tax-favored basis.  Any benefits
or payments under this section shall be in addition to any extended group health
plan coverage to which the Associate is entitled under the provisions of the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

          ii.4 Release.  As a condition of receiving benefits hereunder, the
Participant shall be required to sign the Agreement of Release, attached as
Appendix C hereto.

          ii.5 Mitigation/Termination of Severance Benefits.  No Participant
entitled to receive a Severance Benefit hereunder shall be required to seek 
other employment or to attempt in any way to reduce any amounts payable to him
or her pursuant to this Plan.  However, any remaining installment payments
payable to a Participant under the Plan shall cease as of the date the Partici-
pant becomes actively employed on a full-time basis with an Employer or any 
other employer, as determined by the Committee in its sole discretion.  In the 
event the Participant obtains new employment, the Participant is required to 
immediately notify the Personnel Department of the Company in writing.  If the 
Participant does not provide such notice in a timely and accurate manner, as 
determined by the Committee, the Employer shall be entitled to terminate the 
Severance Benefit payments to the Participant and the Employer shall be entitled
to recover from the Participant the amount of any Severance Benefit payments 
that were made as a result of the failure to provide timely and/or accurate 
notice.

                            ARTICLE iii
                              Funding

          iii.1Funding.  The Plan shall be funded out of the general assets
of the Company as and when benefits are payable under the Plan. All Participants
shall be solely general creditors of the Company.  If the Company decides to
establish any advance accrued reserve on its books against the future expense
of benefits payable hereunder, such reserve shall not under any circumstances
be deemed to be an asset of the Plan.

                            ARTICLE iv
                    Administration of the Plan

          iv.1 Plan Administrator.  The general administration of the Plan
on behalf of the Employers shall be placed with the Committee.

          iv.2 Reimbursement of Expenses of Committee.  The Company may, in
its sole discretion, pay or reimburse the members of the Committee for all
reasonable expenses incurred in connection with their duties hereunder.

          iv.3 Action by the Committee.  Decisions of the Committee shall be
made by a majority of its members attending a meeting at which a quorum is
present, or by written action in accordance with applicable law.  All decisions
of the Committee on any question concerning the selection of Participants and
the interpretation and administration of the Plan shall be final, conclusive and
binding upon all parties.

          iv.4 Decisions of Committee are Binding on All Persons.  The
Committee (or its delegate) shall have the exclusive right, power,and authority,
in its sole and absolute discretion, to administer, apply and interpret the Plan
and any other Plan documents and to decide all matters arising in connection 
with the operation or administration of the Plan.  Without limiting the general-
ity of the foregoing, the Committee shall have the sole and absolute discretion-
ary authority:  (a) to take all actions and make all decisions with respect to 
the eligibility for, and the amount of, benefits payable under the Plan; (b) to
formulate, interpret and apply rules, regulations and policies necessary to
administer the Plan in accordance with its terms; (c) to decide questions,
including legal or factual questions, relating to the calculation and payment
of benefits under the Plan; (d) to resolve and/or clarify any ambiguities,
inconsistencies and omissions arising under the Plan or other Plan documents;
(e) to decide for purposes of paying benefits hereunder, whether, based on the
terms of the Plan, a termination of employment is for Good Reason or for Cause;
and (f) except as specifically provided to the contrary in Section 4.11, to
process and approve or deny benefit claims and rule on any benefit exclusions. 
All determinations made by the Committee (or any delegate) with respect to any
matter arising under the Plan and any other Plan documents shall be final,
binding and conclusive on all parties.

          iv.5 Delegation of Authority.  The Committee may delegate any and
all of its powers and responsibilities hereunder to other persons by formal
resolution filed with and accepted by the Board.  Any such delegation shall not
be effective until it is accepted by the Board and the persons designated and

may be rescinded at any time by written notice from the Committee to the person
to whom the delegation is made.

          iv.6 Retention of Professional Assistance.  The Committee may employ
such legal counsel, accountants and other persons as may be required in carrying
out its work in connection with the Plan.

          iv.7 Accounts and Records.  The Committee shall maintain such
accounts and records regarding the fiscal and other transactions of the Plan and
such other data as may be required to carry out its functions under the Plan and
to comply with all applicable laws.

          iv.8 Compliance with Applicable Law.  The Company shall be deemed
the Plan Administrator for the purposes of any applicable law and shall be
responsible for the preparation and filing of any required returns, reports,
statements or other filings with appropriate governmental agencies.  The Company
shall also be responsible for the preparation and delivery of information to
persons entitled to such information under any applicable law.

          iv.9 Liability.  No member of the Committee and no officer, director
or employee of the Company or any other member of the Control Group shall be
liable for any action or inaction with respect to his or her functions under the
Plan unless such action or inaction is adjudged to be due to gross negligence,
willful misconduct or fraud.  Further, no member of the Committee shall be
personally liable merely by virtue of any instrument executed by him or her or
on his or her behalf as a member of the Committee.

          iv.10 Indemnification.  Each Employer shall indemnify, to the full
extent permitted by law and its Certificate of Incorporation and By-laws (but
only to the extent not covered by insurance) its officers and directors (and any
employee involved in carrying out the functions of such Employer under the Plan)
and each member of the Committee against any expenses, including amounts paid
in settlement of a liability, which are reasonably incurred in connection with
any legal action to which such person is a party by reason of his or her duties
or responsibilities with respect to the Plan, except with regard to matters as
to which he or she shall be adjudged in such action to be liable for gross
negligence, willful misconduct or fraud in the performance of his or her duties.

          iv.11 Claims Procedure.  Any claim by a Participant with respect to
eligibility, participation, contributions, benefits or other aspects of the
operation of the Plan shall be made in writing to the Secretary of the Company
or such other person designated by the Committee from time to time for such
purpose.  If the designated person receiving a claim believes, following
consultation with the Chairman of the Committee,that the claim should be denied,
he or she shall notify the Participant in writing of the denial of the claim
within ninety (90) days after his or her receipt thereof (this period may be
extended an additional ninety (90) days in special circumstances and, in such
event, the Participant shall be notified in writing of the extension).  Such
notice shall (a) set forth the specific reason or reasons for the denial making
reference to the pertinent provisions of the Plan or of Plan documents on which
the denial is based, (b) describe any additional material or information
necessary to perfect the claim, and explain why such material or information,
if any, is necessary, and (c) inform the Participant of his or her right pur-

suant to this Section 4.11 to request review of the decision.  A Participant may
appeal the denial of a claim by submitting a written request for review to the
Committee, within sixty (60) days after the date on which such denial is
received.

          Such period may be extended by the Committee for good cause shown. 
The claim shall then be reviewed by the Committee.  A Participant or his or her
duly authorized representative may discuss any issues relevant to the claim, may
review pertinent documents and may submit issues and comments in writing.  If
the Committee deems it appropriate, it may hold a hearing as to a claim.  If a
hearing is held, the Participant shall be entitled to be represented by counsel.
The Committee shall decide whether or not to grant the claim within sixty (60)
days after receipt of the request for review, but this period may be extended
by the Committee for up to an additional sixty (60) days in special
circumstances.  Written notice of any such special circumstances shall be sent
to the Participant. Any claim not decided upon in the required time period shall
be deemed denied.  All interpretations, determinations and decisions of the
Committee with respect to any claim shall be made in its sole discretion based
on the Plan and other relevant documents and shall be final, conclusive and
binding on all persons.
                             ARTICLE v
                     Amendment and Termination

          v.1  Amendment and Termination.  The Company reserves the right,
in its sole and absolute discretion to amend or terminate, in whole or in part,
any or all of the provisions of this Plan by action of the Board (or a duly
authorized committee thereof) at any time, provided that any amendment reducing
the benefits provided hereunder or any Plan termination (a) shall not be
effective prior to the second anniversary of the Effective Date and (b) no such
amendment or Plan termination may take effect sooner than one (1) year following
the date on which the Board takes such action.  Any termination or amendment of
the Plan, however, shall not affect the Severance Benefit or other benefits
hereunder, if any, payable to any Participant who is entitled to such Severance
Benefit or other benefits as of the date of the amendment or termination of the
Plan.
                            ARTICLE vi
              Participating Employers and Successors

          vi.1 Participating Employers.  Upon approval by the Committee, this
Plan may be adopted by any Affiliate of the Company. Upon such adoption, the
Affiliate shall become an Employer hereunder and the provisions of the Plan 
shall be fully applicable to the Associates of that Affiliate.

          vi.2 Successors.  Subject to Section 5.1 hereof, the Company shall
require any successor or assignee, whether direct or indirect, by purchase,
merger, consolidation or otherwise, to all or substantially all the business or
assets of the Company, expressly and unconditionally to assume and agree to
perform the Company's obligations under this Plan, in the same manner and to the
same extent that the Company would be required to perform if no such succession

or assignment had taken place.  In such event, the term "Company", as used in
this Plan, shall mean the Company as hereinbefore defined and any successor or
assignee to the business or assets which by reason hereof becomes bound by the
terms and provisions of this Plan.  In the event an Affiliate ceases to be a
member of the Control Group, it may by such written agreement, but shall not be
obligated to, continue the Plan as a separate plan and all reference to the
"Company" shall become reference to the Affiliate.  If this Plan is not
specifically continued by the Affiliate, it shall terminate as to Associates of
such Affiliate.  If this Plan is specifically continued by the Affiliate, the
Affiliate, but not the Company, shall be liable to the Associates of the
Affiliate for any benefits due hereunder.
                            ARTICLE vii
                           Miscellaneous

          vii.1Rights of Associates.  Nothing herein contained shall be held
or construed to create any liability or obligation upon the Employer to retain
any Associate in its service.  All Associates shall remain subject to discharge
or discipline to the same extent as if the Plan had not been put into effect.

          vii.2Headings.  The headings of the Plan are inserted for
convenience of reference only and shall have no effect upon the meaning of the
provisions hereof.

          vii.3Use of Words.  Whenever used in this instrument, a masculine
pronoun shall be deemed to include the masculine and feminine gender, and a
singular word shall be deemed to include the singular and plural, in all cases
where the context so requires.

          vii.4Controlling Law.  The construction and administration of the
Plan shall be governed by ERISA.  To the extent not so governed, it shall be
governed by the laws of the State of North Carolina (without reference to rules
relating to conflicts of law).

          vii.5Withholding.  The Employer shall have the right to make such
provisions as it deems necessary or appropriate to satisfy any obligations it
reasonably believes it may have to withhold federal, state or local income or
other taxes incurred by reason of payments pursuant to this Plan.  In lieu
thereof, the Employer shall have the right to withhold the amount of such taxes
from any other sums due or to become due from the Employer to the Participant
upon such terms and conditions as the Committee may prescribe.

          vii.6Severability.  Should any provisions of the Plan be deemed or
held to be unlawful or invalid for any reason, such fact shall not adversely
affect the other provisions of the Plan unless such determination shall render
impossible or impracticable the functioning of the Plan, and in such case, an
appropriate provision or provisions shall be adopted so that the Plan may
continue to function properly.

          vii.7Incompetency.  In the event that the Committee finds that a
Participant is unable to care for his or her affairs because of illness or
accident, then benefits payable hereunder, unless claim has been made therefor

by a duly appointed guardian, committee, or other legal representative, may be
paid in such manner as the Committee shall determine,and the application thereof
shall be a complete discharge of all liability for any payments or benefits to
which such Participant was or would have been otherwise entitled under this 
Plan.

          vii.8Payments to a Minor.  Any payments to a minor from this Plan
may be paid by the Committee in its sole and absolute discretion (a) directly
to such minor; (b) to the legal or natural guardian of such minor; or (c) to any
other person, whether or not appointed guardian of the minor, who shall have the
care and custody of such minor.  The receipt by such individual shall be a
complete discharge of all liability under the Plan therefor.

          vii.9Assignment and Alienation.  The benefits payable under the Plan
shall not be subject to alienation, transfer, assignment, garnishment, execution
or levy of any kind, and any attempt to cause any benefits to be so subjected
shall not be recognized.
          IN WITNESS WHEREOF, the Company has caused this instrument to be
executed this ____ day of ________, 1995.

                               ROSE'S STORES, INC.

                               By: 

                               Title: 

                            APPENDIX A

                         Change in Control

          A Change in Control shall be deemed to occur if: (i) any "person"
(as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities
Exchange Act of 1934) (a "Person") becomes a "beneficial owner" (as such term
is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934)
(a "Beneficial Owner") of securities of the Company representing 50.1% or more
of the total combined voting power of the Company's then outstanding voting
securities, (ii) the Company merges or is consolidated with any Person or
substantially all of the Company's assets are sold or disposed of to a Person
other than (a) in a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior to such event to conti-
nue to represent (either by remaining outstanding or by conversion into voting
securities of the surviving or parent entity) 50.1% or more of the combined
voting power of the voting securities of the Company or such surviving or parent
entity outstanding immediately after such merger or consolidation or (b) a 
merger or capitalization effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities representing more than 50.1% or more of
the total combined voting power of the Company's then outstanding voting
securities, or (iii) during any period of not more than two (2) consecutive
years, individuals who at the beginning of such period constitute the Board, and
any new director (other than a director designated by a Person who has entered
into an agreement with the Company to effect a transaction described in (i) and
(ii) of this paragraph) whose election by the Board or nomination for election
by the Company's stockholders was approved by a vote of at least two-thirds ()
of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority thereof.

                                   APPENDIX B

          Severance Benefits shall be paid in the following amounts and forms
according to the Participant's classification of employment.  Unless otherwise
specified, Severance Benefits shall be payable in bi-weekly installment payments
commencing as soon as administratively feasible following a Participant's
Termination Date.  The calculation for each classification is based on the
Participant's Salary as of the Termination Date and is as follows:
          -    Officers.
               A Severance Benefit based on twelve (12) months of Salary to
               be paid in (i) a lump sum representing six (6) month's Salary,
               paid to the Participant as soon as administratively feasible
               following the Officer's Termination Date and (ii) bi-weekly
               installments representing the remaining six (6) months Salary,
               to commence as soon as administratively feasible following the
               six (6) month anniversary of the Officer's Termination Date
               if, and only if, the Officer has not become employed on a full-
               time basis by an Employer or any other employer, as determined
               in the Committee's sole discretion.  Notwithstanding anything
               to the contrary, in the event of a Change in Control, the
               entire Severance Benefit shall be paid in a lump sum as soon
               as administratively feasible following the Officer's
               Termination Date.

          -    Director's, Senior Managers, Managers, and Senior Buyers with
               a Pay Grade of Ten (10) or Greater.
               A Severance Benefit based on three (3) weeks' Salary for each
               Year of Service, with a minimum of twelve (12) weeks' Salary
               and a maximum of twenty-six (26) weeks' Salary.

          -    Buyers and Store Managers.
               A Severance Benefit based on two (2) weeks' Salary for each
               Year of Service, with a minimum of twelve (12) weeks' Salary
               and a maximum of twenty-six (26) weeks' Salary.

          -    Managers and other Exempt Associates with a Pay Grade of Seven
               (7) to Nine (9).
               A Severance Benefit based on two (2) weeks' Salary for each
               Year of Service, with a minimum of six (6) weeks' Salary and
               a maximum of twenty-six (26) weeks' Salary.

          -    Managers and other Exempt Associates with a Pay Grade of One
               (1) to Six (6).

               A Severance Benefit based on one (1) week's Salary for each
               Year of Service, with a minimum of four (4) weeks' Salary and
               a maximum of twelve (12) weeks' Salary.

          -    Truck Drivers.
               A Severance Benefit of one (1) week's Salary for each Year of
               Service, with a minimum of four (4) weeks' Salary and a maximum
               of twelve (12) weeks' Salary.

          -    Corporate Office Non-Exempt Associates.
               A Severance Benefit of one-half (1/2) week's Salary for each
               Year of Service, with a minimum of two (2) weeks' Salary and
               a maximum of eight (8) weeks' Salary.

                                  APPENDIX C

                       AGREEMENT OF RELEASE
          Agreement made as of ______________________, by and between Rose's
Stores, Inc. (the "Company") with its principal office at 218 South Garnett
Street, Henderson, North Carolina 27536 and _____________________
_______________________, residing at
_____________________________________________________ (the "Associate").

                       W I T N E S S E T H:
          WHEREAS, the Associate's employment with the Company terminated or
will terminate on _____________________; and
          WHEREAS, the Associate and the Company desire to settle all matters
arising, directly or indirectly, out of the Associate's employment or the
conclusion thereof according to the terms of this Agreement.
          NOW, THEREFORE, for and in consideration of the mutual covenants
contained in this Agreement, as well as the payment of the monies hereafter
recited, Associate and the Company (the "Parties") agree as follows:
          1.   Concluding Employment.  Associate agrees that the Associate's
employment with the Company terminated or will terminate as of ______________
(the "Termination Date").  Associate hereby waives all rights to reemployment
or reinstatement from and after the Termination Date.

         2.   Associate's Release and Indemnity.

          (a)  In consideration of the promises and covenants set forth in
this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is hereby, acknowledged, Associate releases and forever
irrevocably discharges the Company, its past, present and future officers,
directors, agents, shareholders, employees, representatives and associates,
jointly and individually,(all of which are collectively referred to as "Released
Parties") from any and all claims, demands, charges, lawsuits, debts, actions
or causes of action, obligations, damages, sums of money, loss of services,
compensation, pain and suffering, attorneys fees, costs and expenses of suit and
liabilities whatsoever, which Associate had, now has or may have, whether the
same be in law, in equity, or mixed, upon or by reason of any manner or cause
existing as of the date of execution of the Agreement, including but not limited
to, any claim, action or cause of action arising under the Age Discrimination
in Employment Act, as amended ("ADEA"),the Civil Rights Acts of 1964 (Title VII)
and 1991, the Employee Retirement Income Security Act, as amended ("ERISA"), the
Americans with Disabilities Act, all Federal, state, and local civil rights
statutes, and any other statutory, equitable or common law claims.

          Except for those Severance Benefits expressly set forth in the Rose's
Severance Pay Plan (the "Plan") to be paid by the Company to Associate,Associate
expressly waives any and all benefits or claims under any prior severance policy
or program published by the Company, agreeing in lieu thereof to accept the
Severance Benefit as granted under the Plan.

          (b)  Associate agrees to indemnify the Company and its officers,
directors, agents, shareholders, employees, representatives and associates from
all claims including all attorney's fees, costs and expenses, arising out of
Associate's breach of this Agreement or any misrepresentation of fact made by
Associate which is contained in or made the basis of this Agreement. The Company
acknowledges that the only representations that Associate has made which are
contained in or made the basis of this Agreement are the representations
expressly set forth in this Agreement in writing as being made by the Associate
and the representation that Associate has not incurred any liability or expense
to the Company or contracted any unpaid debt with or on behalf of the Company
of which the Associate has not advised the Company prior to the execution 
hereof, and will not do so on or prior to the Termination Date.  The provisions 
of this Section 2 shall survive the Termination Date.

          3.   No Legal Action.  Associate represents that, as of the
effective date of this Agreement, he or she has not filed with any agency or any
court any complaints or lawsuits against the Company arising out of his or her
employment with or termination by the Company, and that he or she will not do
so at any time thereafter.

          4.   Company Covenants.

          (a)  As a material inducement to and in consideration of Associate
entering into this Agreement,and conditioned upon the waivers and releases given
by Associate herein, the Company agrees to pay Associate the Severance Benefit,
as calculated under Appendix B of the Plan, of $______________ (which represents
______ weeks Salary), payable in bi-weekly installments of $____________, less

any taxes or other standard deductions ordinarily deductible from any of said
sums; subject however to termination of such payments at such time as Associate
becomes actively employed on a full-time basis, as set forth in the Plan.

          (b)  On the Termination Date, Associate will be entitled to whatever
rights, if any, to continuation coverage which are available under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

          5.   Termination of Associate's Authority and Use.

          (a)  Effective immediately, Associate is no longer authorized to
incur any expenses or obligations or liabilities on behalf of the Company.

          (b)  Associate warrants that no later than the Termination Date,
he or she shall return all property of the Company including,without limitation,
all reports, files, memoranda, records and software, credit cards, card-key
passes, door, file, vehicle, and other keys, computer access codes, disks and
instructional manuals, calculators and other physical or personal property which
have been provided for his or her use in connection with his or her employment
with the Company.

          6.   Confidential Information.

          (a)  Associate agrees that in the course of his or her employment
with the Company, he has acquired information ("Confidential Information") which
is (i) confidential and proprietary to the Company, and (ii) other technical,
business, or financial information, the use or disclosure of which may be
contrary to the Company interests.  Associate agrees that he or she will:  (i)
hold in confidence such Confidential Information at all times during and after
his or her employment with the Company; (ii) not disclose or communicate
Confidential Information to any third party; and (iii) not make use of
Confidential Information on his or her behalf or on behalf of any third party. 
Confidential Information specifically includes, but is not limited to,
information about individuals currently employed by the Company including, but
not limited to, the names of any such individuals and the terms of their
employment.  The Associate shall not, either directly or indirectly, disclose
any Confidential Information concerning the Company employees and,in particular,
shall not disclose any information, the use of which could result in the
resignation or other termination of employment by any current Company employee.

          (b)  Associate acknowledges that any unauthorized disclosure of
Confidential Information would cause irreparable damage to the Company.  In the
event of any violation or a threatened violation of this Section 6, the Company
shall be entitled to obtain preliminary and permanent relief enjoining
Associate's use or disclosure, or attempted use or disclosure, of Confidential
Information.  Associate agrees to pay all reasonable costs and attorney's fees
incurred by the Company in successfully enforcing its rights under this
provision.  The provisions of this Section 6 shall survive the Termination Date
and continue in full force and effect for a period of five (5) years thereafter.

          Associate may make reference to his or her status with the Company
provided no Confidential Information is disclosed.

          7.   Disclaimer.  This Agreement shall, in no way be construed as
an admission by the Company or Associate that either has acted wrongfully with
respect to Associate's employment or the conclusion thereof, or that Associate's
rights were violated in any way by the Released Parties.  This Agreement may not
be received in evidence in any action or proceeding as an admission of liability
or wrongdoing on the part of the Released Parties.  Both parties specifically
disclaim any liability to each other or any other person.

          8.   Nondisclosure.  Associate agrees that he or she will not reveal
the terms of this Agreement to anyone other than his or her legal counsel,
financial consultant and immediate family, who will be bound to maintain the
confidence of the terms of this Agreement.

          9.   Voluntary Agreement.

          (a)  Associate acknowledges that he or she has carefully read and
fully understands all of the provisions of this Agreement, including the release
of any potential claims under ADEA.  Associate acknowledges that he or she has
voluntarily and knowingly signed this Agreement in exchange for valuable
consideration that Associate is not otherwise entitled to receive.

          (b)  Associate further acknowledges that, in entering this
Agreement, he or she has not relied upon any representation or statement made
by any of the Company agents or representatives which is not set forth in this
Agreement.

          10.  Period for Review and Consideration of Agreement.  Associate
acknowledges that he or she has been given at least [forty-five (45)/twenty-
one (21)]*  days to review and consider this Agreement before signing it.

          11.  Associate's Right to Revoke Agreement.  Associate is advised
that he or she may revoke this Agreement within seven (7) days of signing it. 
Revocation must be made by delivering a written notice of revocation to the Vice
President, General Counsel and Secretary, Rose's Stores, Inc., P.O. Drawer 947,
Henderson, NC 27536.  If this Agreement is revoked by Associate in this seven
(7) day period, the Agreement will not be effective and enforceable.

          12.  Effective Date.  This Agreement shall not become effective
until the eighth day following Associate's execution of this Agreement (the
"Effective Date").

          13.  Severability.  If any provision of this Agreement is held to
be unenforceable, the enforcement of the remaining provisions shall not be
impaired.

          14.  Successors and Assigns.  This Agreement shall be binding upon
the parties and their respective heirs, successors and assigns.

*Forty-five (45) days in the event of a group termination or reduction in force.
 Twenty-one (21) days in the event of a single termination not in connection 
 with any other termination or event.

          15.  Modification.  This Agreement cannot be modified except by
written agreement signed by Associate and the Company's duly authorized officer.

          16.  Entire Agreement.  This Agreement sets forth the entire
Agreement between the parties, and supersedes all prior agreements,
understandings, negotiations and correspondence between the parties concerning
the matters described in this Agreement.

          17.  Gender Neutral.  The use of masculine terms in this Agreement
includes the feminine and vice versa.

          18.  North Carolina Law Governs.  This Agreement shall be
interpreted and enforced in accordance with the laws of the State of North
Carolina.

     PLEASE READ CAREFULLY.  THIS AGREEMENT INCLUDES A RELEASE OF ALL
     KNOWN AND UNKNOWN CLAIMS.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed and the Associate's hand has hereunto been set as of the date first set
forth above.

                               ROSE'S STORES, INC.

                               By:                                 

                               Title:                              

                               By:                                 
                                   Name of Associate 

Basic Info X:

Name: SEVERANCE PAY PLAN
Type: Severance Pay Plan
Date: April 10, 1996
Company: WEBFINANCIAL CORP
State: Delaware

Other info:

Date:

  • December 14 , 1995

Organization:

  • Officers and Selected Associates
  • Company 's Board of Directors
  • Board of Directors of the Company
  • Compensation Committee of the Board
  • the Compensation Committee
  • Hours of Service
  • Participant 's Salary
  • MitigationTermination of Severance Benefits
  • Personnel Department of the Company
  • Reimbursement of Expenses of Committee
  • Decisions of Committee are Binding on All Persons
  • Delegation of Authority
  • Retention of Professional Assistance
  • Termination v.1 Amendment
  • vi Participating Employers
  • Successors vi.1 Participating Employers
  • Miscellaneous vii.1Rights of Associates
  • Corporate Office Non-Exempt Associates
  • Year of Service
  • Rose's Stores , Inc.
  • Associate the Severance Benefit
  • Associate 's Authority
  • Review and Consideration of Agreement
  • Rose 's Stores , Inc.
  • North Carolina Law Governs
  • the State of North Carolina
  • Name of Associate

Location:

  • Delaware
  • United States
  • South Garnett Street
  • North Carolina

Money:

  • ten thousand dollars
  • $ 10,000

Person:

  • Henderson

Percent:

  • 50.1 %