Bassett Supplemental Retirement Income Plan

EXHIBIT 10C - BASSETT FURNITURE INDUSTRIES, INC.


SUPPLEMENTAL RETIREMENT INCOME PLAN


Bassett Furniture Industries, Inc., a Virginia corporation (the


"Company"), hereby establishes this Supplemental Retirement Income Plan (the


"Plan"), effective as of June 25, 1984, for the purpose of promotiong in its


Executive Employees the strongest interest in the successful operation of the


Company and increased efficiency in their work and to provide such Executive


Employees benefits upon retirement, death, disability or other termination of


employment, in consideration of services to be performed after the date of


this Agreement but prior to such Executive Employees' retirement.


1. Definitions.


a. Administrative Committee - "Administrative Committee" shall


mean the committee appointed pursuant to Section 4 of the Plan.


b. Age - "Age" shall mean the age of the person as of his last


birthdate.


c. Average Monthly Compensation - "Average Monthly Compensation"


shall be determined by dividing by sixty ( 60 ) a Participant's


Compensation for the sixty ( 60 ) months immediately preceding the


earlier of his Termination of Employment or his Normal Retirement Date.


d. Compensation - "Compensation" shall mean a participant's annual


rate of salary plus bonus paid in the past twelve ( 12 ) months prior to


any deferral under the Qualified Plan and the Executive Employee Deferred


Compensation Plan.


e. Disability - "Disability" shall mean the Participant's total


disability as determined by the Company in its complete and sole


discretion.


f. Executive Employees - "Executive Employees" shall mean all


employees of the Company who are designated as executive employees by the


Administrative Committee.


g. Final Compensation - " Final Compensation" shall mean a


Participant's Compensation in effect at the date of termination of


Employment.


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h. Normal Retirement Date - "Normal Retirement Date" shall mean


the later of ( i ) the first day of the month following the month in


which a Participant reaches age 65; or ( ii ) the first day of the month


following Termination of Employment.


i. Participant - "Participant" shall mean an Executive Employee of


the Company who has entered into a Participation Agreement with the


Company and therefore is not eligible to participate in


the Company's Plan of group term life insurance.


j. Participation Agreement - "Participation Agreement" shall mean
a written agreement between an Executive Employee and the
Company whereby the Executive Employee agrees to participate in
the Plan.


k. Retirement - "Retirement" shall mean ( I ) a Participant's


Termination of Employment after reaching his normal Retirement Date or


( ii ) a Participant's Termination of Employment if there has been a


substantial Change in Company Ownership, provided that such Termination


of Employment was not as a result of the Participant's conviction of a


felony.


l. Qualified Plan - "Qualified Plan" shall mean the Company's


Qualified Employee Savings/Retirement Plan ( including Fund C and D thereof ) ,


or any successor Retirement Pension Plan or plans maintained by the Company


which qualify under IRC S 401( a ).


m. Substantial Change in Company Ownership - "Substantial Change
in Company Ownership" shall mean any "Person" who is an "Acquiring Person"
(as such terms are defined in Article ( i) of the Company's Articles of
Incorporation as amended), becoming, after effective date of this plan, the
beneficial owner (directly or indirectly) of more than fifty percent (50%)
of the Company's common shares outstanding.


n. Termination of Employment - "Termination of Employment: shall


mean the Participant's ceasing to be employed by the Company for any reason


whatsoever, voluntary or involuntary, including by reason of death of


disability.


2. Eligibility . Each Executive Employee shall be entitled


to participate in this Plan as of the day following the later of: ( I ) his


designation as an Executive Employee; and ( ii ) the Company's execution of


the Participation Agreement.


A Participant shall cease to be a Participant at Termination of


Employment. However, the employment of a Participant shall not be deemed to be


terminated by reason of an approved leave of absence


3 granted by the Company. If a Participant terminates his employment and is


subsequently re-employed by the Company, he may become a Participant in the


same manner as if his re-employment constituted his first Employment by the


Company, and all benefits hereunder shall be computed as if such re-employment


Constituted his first employment with the Company.


3. Payment of Benefits .


3.1 Benefits Upon Retirement . Upon a Participant's Retirement, the


Company shall pay to the Participant, as compensation for services rendered


prior to such date, lifetime monthly payments in Amount equal to sixty five


percent ( 65% ) of the participant's Average Monthly Compensation, Reduced by


the sum of ( I ) , ( ii ) , and ( iii ) below:


( i ) fifty percent ( 50% ) of the amount of unreduced primary ( not


family ) retirement benefits under the United States social Security Act


that the Participant would not be eligible for if application were made as


of the date when benefits under this Plan are to commence;


( ii ) the benefit that would be payable on a life annuity basis from Fund


C, assuming the following:


( a ) balances in Fund C as of February 29, 1984, together with


any prior withdrawals from Fund C, are valued at $30 per share.


( b ) Participants contribute to date of termination the amount


necessary to receive the highest Company match under the Qualified Plan.


( c ) balances (including future Company contributions) will grow


at an annual effective rate of interest of eight percent ( 8% ) to


Termination.


( d ) if any portion of the fund balance is withdrawn prior to


Termination of Employment, this calculation shall assume the fund would


continue to grow as if it had never been withdrawn.


( iii ) The benefit that would be payable on a life annuity basis from


Fund D, assuming that balances as of February 29, 1984, plus any prior


withdrawals together with interest at an annual effective rate of interest


Of eight and one half percent ( 8 1/2% ) to February 29, 1984, grow at an


annual rate of interest of eight and one half percent ( 8 1/2% ) to

Termination. If any portion of the fund balance is withdrawn prior to


Termination of Employment, this calculation shall assume the fund would


continue to grow as if it had never been withdrawn.


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Such payments shall commence on the first day of the month coincident with

or next following Retirement shall continue on the first day of each month
thereafter for the life of the Participant.


3.2 Benefits Upon Disability . Upon a Participant's


Termination of Employment prior to the Normal Retirement Date due to


Disability, no separate provision is made for a disability benefit under this


Plan. However, Any such participant shall be considered, notwithstanding such


Termination of Employment, to continue to be a Participant in this Plan, and in


the event of such participant's death prior to the Normal Retirement Date, such


Participant's such Participant's beneficiary shall receive the Survivor's


Benefit described in Section 3.4( a ), Based upon the Participant's Final


Compensation at Termination of Employment. In the event such Participant lives


to the Normal Retirement Date, the Participant shall be entitled to receive


the Normal Retirement Benefit described in Section 3.1, above, based on the


Participant's Average Monthly Compensation at date of Termination of


Employment, payable in equal monthly installments commencing on the first day


of each month Thereafter until the Participant's death. Such benefit shall be


based upon the payment of the benefit at the Normal retirement Date in


accordance with Section 3.1, except Fund C and D will be the assumed balance at


the date of Termination of Employment and otherwise applying the formula,


offsets and assumptions described in Section 3.1.


3 .3 Benefits upon other Termination of Employment. Upon a


Participant's Termination of Employment for reasons other than death,


Disability or Retirement, the Company shall not be obligated to pay and benefit


to the participant pursuant to the Plan, and the Participant shall have no


further right to receive any benefit hereunder.


3 .4 Survivorship Benefits.


a. Prior to Termination of Employment.


If a Participant dies prior to Termination of Employment, the


Company shall pay to the participant's


Beneficiary a survi ...