AMENDED AND RESTATED
THE ROWE COMPANIES
CASH-OR-DEFERRED NON-QUALIFIED EXECUTIVE RETIREMENT PLAN
By action of its Board of Directors, The Rowe Companies, a Nevada corporation (the "Sponsor"), as the
successor to Rowe Furniture Corporation, has adopted The Rowe Companies Cash-or-Deferred Non-Qualified
Executive Retirement Plan (the "Plan"), dated as of November 30, 1994 and effective as of December 1, 1994,
and as amended and restated in this document, effective as of June 1, 1999.
By action of its Board of Directors on March 10, 1999, the Sponsor adopted certain amendments to the Plan,
the terms of which have been incorporated into this document and which are effective as of the date of execution
of this document. All references hereinafter to the "Plan" shall mean this Amended and Restated The Rowe
Companies Cash-or-Deferred Non-Qualified Executive Retirement Plan.
(a) "Beneficiary" shall mean the person(s) entitled, pursuant to Section 5(b) of the Plan, to receive payments
under the Plan at and after the death of the Participant, including the person(s) designated by the Participant, the
Participant's estate or the estate of a deceased Beneficiary, all as more particularly described in Section 5(b.)
(b) "Board of Directors" shall mean the Board of Directors of the Sponsor.
(c) "Committee" shall mean the administrative committee of the Plan, as it may be constituted from time to time,
the initial members of which shall be the President and Treasurer of the Sponsor.
(d) "Corporation" shall mean The Rowe Companies, a Nevada corporation, and its wholly owned subsidiaries,
and any successor thereto by merger, consolidation or otherwise which may agree to continue the Plan.
(e) "Deferred Compensation" shall mean the portion of each base salary payment, and bonus payment, exclusive
of any other payments, which would have been payable to the Participant in his capacity as an Executive while
participating in the Plan and which port