CIRCUIT CITY STORES INC
MATERIAL CONTRACTS
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<TYPE>EX-10
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<FILENAME>0002.txt
<DESCRIPTION>MATERIAL CONTRACTS
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                         CIRCUIT CITY STORES, INC.
               NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN

               1.  Purpose.  The  purpose  of this  Circuit  City  Stores,  Inc.
Non-Employee  Directors Deferred Compensation Plan (the "Plan") is to revise the
deferral  program  previously   adopted  by  Circuit  City  Stores,   Inc.  (the
"Company"),  which  allowed its  non-employee  directors to defer the payment of
their annual cash retainers and meeting fees, and to expand the program to allow
for the deferral of annual stock retainers.

               2.  Definitions.  As used in the Plan, the following  terms have
the meanings indicated:

                  (a) "Accounts" means a Participant's Cash Deferral Account and
               Stock Unit Account.

                  (b)   "Beneficiary"  is  the  person(s)   and/or   entity(ies)
               designated by a Participant to receive the Participant's Accounts
               at the death of the Participant. If no Beneficiary is designated,
               or  if  none  of  the  designated  Beneficiary(ies)  survive  the
               Participant, the Beneficiary shall be the Participant's surviving
               spouse, for married  Participants,  or the Participant's  estate,
               for unmarried participants.

                  (c) "Board" means the Board of Directors of the Company.

                  (d)  "Cash  Deferral  Account"  means  a  bookkeeping   record
               established  for each  Participant  who makes a deferral  of cash
               Compensation.

                  (e) "Committee" means the Compensation and Personnel Committee
               of the Board.

                  (f)  "Company"  means  Circuit City  Stores,  Inc., a Virginia
               corporation, or any successor corporation.

                  (g) "Company  Stock" means shares of Circuit City Group Common
               Stock or shares of CarMax Group Common  Stock.  In the event of a
               change in the capital  structure  of the Company (as  provided in
               Section  8), the  shares  resulting  from such a change  shall be
               deemed to be Company Stock within the meaning of the Plan.

                  (h) "Compensation"  means the annual retainer and meeting fees
               and Company Stock payable to each Eligible  Director with respect
               to services rendered to the Company as a director during a fiscal
               year.

                  (i) "Effective Date" means August 15, 2000.

                  (j) "Eligible Director" means a director of the Company who is
               not an employee of the Company or a Subsidiary.

                  (k) "Fair Market  Value" means,  for any given date,  the fair
               market value of the Company  Stock as of such date, as determined
               by the  Committee  based on the  then  prevailing  prices  of the
               Company  Stock on the  exchange  on which  it  generally  has the
               greatest trading volume.

                  (l)  "Participant"  means any Eligible  Director who is or may
               become (or whose  Beneficiaries may become) eligible to receive a
               benefit under the Plan by  delivering a Deferral  Election to the
               Company pursuant to Section 4.

                  (m) "Plan" means this Circuit City Stores,  Inc.  Non-Employee
               Directors Deferred Compensation Plan.

                  (n)  "Rule  16b-3"  means  Rule  16b-3  promulgated  under the
               Securities  Exchange Act of 1934, as amended.  A reference in the
               Plan to Rule 16b-3 shall include a reference to any corresponding
               subsequent rule or any amendments to Rule 16b-3 enacted after the
               Effective Date.

                  (o) "Stock Unit" means a hypothetical share of Company Stock.

                  (p) "Stock Unit  Account"  means the book account  established
               and  maintained  for each  Participant  to record the Stock Units
               awarded to a Participant  under Section 5 of the Plan. Each Stock
               Unit Account shall contain subaccounts for each series of Company
               Stock that a Participant elects to defer.

                  (q) "Subsidiary" means an entity of which the Company owns 50%
               or more of the total  combined  voting  power of all  classes  of
               stock.

               3.  Participation.  Participation  in the Plan is  voluntary.  To
participate,  an otherwise  Eligible  Director  must  delivery a valid  Deferral
Election to the Company pursuant to Section 4.

               4.  Deferral  Elections.  A  Participant  may  elect to defer the
payment  of  some  or  all  of  the  Compensation  otherwise  payable  to him by
completing a deferral  election (a  "Deferral  Election").  A Deferral  Election
shall pertain to a Company fiscal year with respect to which Compensation may be
due.

                  (a) A Deferral  Election must specify the applicable amount or
               percentage and the type of Compensation the Participant wishes to
               defer. A Participant  may elect to defer only cash  Compensation,
               only stock Compensation, or any combination thereof. With respect
               to Compensation  otherwise payable in Company Stock, the Deferral
               Election must specify the applicable amount or percentage of each
               series of Company Stock the Participant wishes to defer.

                  (b) A  Deferral  Election  must  specify  a  schedule  for the
               payment of the Participant's Accounts.

                  (c) A  Deferral  Election  must  be in  writing  and  must  be
               delivered to the  Secretary of the Company  prior to the start of
               the  fiscal  year to which the  election  pertains,  except for a
               stock Deferral Election with respect to the Company's fiscal year
               ending February 28, 2001, which shall be delivered within 30 days
               after the adoption of this Plan by the Board.  Any cash  Deferral
               Election  made by a  Director  prior to the  Effective  Date with
               respect to the  Company's  fiscal year ending  February  28, 2001
               shall continue in effect.

                  (d) A Deferral Election shall be irrevocable in respect to the
               fiscal year to which it pertains. A Deferral Election may be made
               for a single fiscal year or may be made  applicable to all future
               fiscal years until  revoked.  Any  revocation  shall be effective
               with  respect  to the first  fiscal  year that  begins  after the
               revocation is made.

              5.   Stock Unit  Accounts.  With  respect to each share of Company
Stock for which a stock  Deferral  Election is made,  the Company shall credit a
Stock  Unit  to the  appropriate  subaccount  of the  Participant's  Stock  Unit
Account.  A Stock  Unit  shall be  credited  when the  share  of  Company  Stock
otherwise would have been distributed to the Participant.

                  (a) The Stock Units credited to each Participant's  Stock Unit
               Account shall be credited with  hypothetical cash dividends equal
               to the cash  dividends that are declared and paid with respect to
               Company Stock. The Company shall determine as of each record date
               the amount of cash  dividends  to be paid with respect to a share
               of Company Stock,  and on the payment date of such dividend shall
               credit an equal  amount of  hypothetical  cash  dividends to each
               Stock Unit credited to a  Participant's  Stock Unit Account.  The
               total  hypothetical  cash  dividends  credited to all Stock Units
               shall  then be  converted  into  Stock  Units  by  dividing  such
               hypothetical  cash  dividends by the Fair Market Value of a share
               of  Company  Stock for the last  trading  day  before the day the
               Company pays dividends with respect to Company Stock.

                  (b)  The  Stock  Units  credited  to the  subaccounts  of each
               Participant's  Stock  Unit  Account  shall  be  credited  for any
               distributions with respect to the corresponding series of Company
               Stock other than cash dividends or stock  dividends.  The Company
               shall  determine  as of  each  record  date  the  amount  of  the
               distribution to be paid with respect to a share of Company Stock,
               and on the  payment  date of such  distribution  shall  credit an
               equal  amount of  hypothetical  distribution  to each  Stock Unit
               credited  to  a  Participant's  Stock  Unit  Account.  The  total
               hypothetical  distribution credited to all Stock Units shall then
               be converted into a hypothetical  cash amount based on the market
               value of such  distribution  as determined by the Committee.  The
               hypothetical cash amount shall then be converted into Stock Units
               by  dividing  such  hypothetical  cash  amount by the Fair Market
               Value of a share of Company Stock for the last trading day before
               the day the  Company  makes  the  distribution  with  respect  to
               Company Stock.

                  (c) Each Stock Unit  credited  to a  Participant's  Stock Unit
               Account  shall be  deemed  to have the same  value,  from time to
               time, as a share of Company Stock. Notwithstanding the foregoing,
               Stock Units shall not confer upon  Participants any of the rights
               associated with Company Stock, including, without limitation, the
               right to vote or to receive distributions. Stock Units may not be
               sold, assigned,  transferred,  disposed of, pledged, hypothecated
               or otherwise encumbered.

               6.  Cash Deferral Accounts.  For each dollar of cash Compensation
a Participant  elects to defer,  the Company shall credit an equal deemed amount
to the Participant's  Cash Deferral Account.  An amount shall be credited to the
Cash  Deferral  Account  when the cash  Compensation  otherwise  would have been
payable to the Participant.

                  (a) As of the last day of each fiscal year,  the Company shall
               credit  each   Participant's   Cash  Deferral   Account  with  an
               additional  amount equal to the product of (1) the average  daily
               balance  credited to the Cash Deferral Account during that fiscal
               year and (2) a percentage  which shall be the average of the five
               year Treasury  Bill rates in effect on the first  business day of
               each fiscal quarter during such fiscal year plus 30 basis points.

                  (b) Interest  shall be credited to the Cash  Deferral  Account
               established for the Participant  until the entire account balance
               has been paid to the Participant.

                  (c) A Cash  Deferral  Account  shall be  established  only for
               purposes of measuring the Company's obligation to the Participant
               and not to  segregate  assets or to  identify  assets that may be
               used to satisfy the obligation.

               7.  Distribution  of  Accounts.  The total  amount  credited to a
Participant's  Accounts will become payable to the Participant when he ceases to
serve as a director of the Company  upon such  payment  schedule as the Director
specified in his Deferral Election.

                  (a) Distributions of amounts credited to a Participant's  Cash
               Deferral Account shall be made in cash.

                  (b) When a Participant  is entitled to receive  payment of the
               Participant's Stock Unit Account, the Company shall distribute to
               the Participant whole shares of Company Stock equal to the number
               of Stock Units to be distributed.

                  (c) To the extent of undistributed  amounts in a Participant's
               Accounts   at  the   Participant's   death,   the   Participant's
               Beneficiary  shall  continue  to  receive  payments  in the  form
               elected by the Participant.

                  (d) The Company  reserves the right to accelerate  payments or
               to make payment of the amounts remaining unpaid in a lump sum.

               8.  Effect  of Stock  Dividends  and  Other  Changes  in  Capital
Structure. Appropriate adjustments shall be made automatically to all Stock Unit
Accounts, and any other relevant provisions of the Plan if there are any changes
in the Company Stock by reason of a stock dividend,  stock split, combination of
shares, spin-off, reclassification,  recapitalization,  merger, consolidation or
other change in the Company's capitalization. Any such adjustments shall neither
enhance nor diminish the rights of a Participant.

               9.  Accounts Unsecured.  Until distributed,  all amounts credited
to  Participants'  Accounts shall be the property of the Company,  available for
the Company's use, and subject to the claims of the Company's general creditors.
The rights of any Participant or Beneficiary to distributions under the Plan are
not  subject  to  anticipation,   alienation,  sale,  transfer,  assignment,  or
encumbrance,  and  shall  not be  subject  to the  debts or  liabilities  of any
Participant or Beneficiary.

              10.  Administration of the Plan. The Plan shall be administered by
the Committee.

                  (a) The Committee shall have the power and complete discretion
               to construe,  interpret, and administer the Plan. Any decision of
               the  Committee  with  respect  to the Plan  shall  be  final  and
               conclusive.

                  (b) The Committee may adopt rules and regulations for carrying
               out the Plan. The Committee may consult with counsel,  who may be
               counsel to the  Company,  and shall not incur any  liability  for
               action  taken  in good  faith in  reliance  upon  the  advice  of
               counsel.

                  (c)  A  majority  of  the  members  of  the  Committee   shall
               constitute a quorum,  and all actions of the  Committee  shall be
               taken by a majority  of the  members  present.  Any action may be
               taken by a written  instrument signed by all of the members,  and
               any action so taken  shall be fully  effective  as if it had been
               taken at a meeting.

              11.  Amendment and  Termination.  The Board may terminate the Plan
in whole or in part for any  reason  at any  time,  and it may from time to time
make  such  changes  in and  additions  to the Plan as it may deem  appropriate.
Notwithstanding  the  preceding  sentence,  the  termination  of the Plan or any
change or addition to the Plan shall not, without the consent of any Participant
who is adversely affected thereby,  alter any amounts previously deferred by the
Participant under the Plan.

              12.  Rights  Under  the Plan.  Participation  in the Plan and the
right to receive  Company Stock under the Plan shall not give a Participant  any
proprietary  interest in the Company,  or any Subsidiary or any of their assets,
nor ensure that the  Participant  will be nominated for election to the Board in
the future.

              13.  Notice.  All  notices  and other  communications  required or
permitted  to be given under the Plan shall be in writing and shall be deemed to
have been duly given if delivered  personally  or mailed  first  class,  postage
prepaid,  as follows:  (a) if to the Company, at its principal business address,
to the  attention  of the  Secretary;  (b) if to any  Participant,  at the  last
address of the  Participant  known to the sender at the time the notice or other
communication is sent.

              14.  Governing  Law/Interpretation.  Generally,  the Plan shall be
governed by the laws of the Commonwealth of Virginia. The terms of this Plan are
also  subject to all  present  and future  rulings  of the  Securities  Exchange
Commission  with respect to Rule 16b-3. If any provision of the Plan would cause
the Plan to fail to meet the requirements of Rule 16b-3,  then that provision of
the Plan shall be void and of no effect.

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