In re: HEILIG-MEYERS COMPANY, et al., Chapter 11, Debtors.

Case No. 00-34533, Jointly AdministeredUnited States Bankruptcy Court, E.D. Virginia, Richmond Division
February 6, 2003

Bruce H. Matson, Troy Savenko, Katherine Macaulay Mueller, LeCLAIR RYAN, A Professional Corporation, Richmond, Virginia, for the Debtors.

ORDER GRANTING MOTION TO APPROVE SETTLEMENT AND COMPROMISE
DOUGLAS O. TICE, JR., Chief United States Bankruptcy Judge

Upon the Motion To Approve Settlement And Compromise And Memorandum OfLaw In Support Thereof (the “Motion”) of the above-captioned Debtors (the “Debtors”) for the entry of an order pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure (“Bankruptcy Rule”), authorizing and approving a settlement with Rhodes Holdings Enterprises, Inc.; and due and sufficient notice of the Motion having been given to the parties identified in the Motion; and it appearing that no other further notice need be given; and it appearing that such notice constitutes due and sufficient notice for purposes of Bankruptcy Rule 2002(a)(3); and it appearing that the Settlement is in the best interests of the Debtors, their estates and creditors; and after due deliberation and sufficient cause appearing therefore;

IT IS HEREBY ORDERED that

1. The Motion is granted.

2. All capitalized terms used but not defined herein shall have the meaning ascribed to them in the Motion.

3. The Settlement is hereby approved.

4. The parties are authorized, empowered and directed to take all such actions necessary to enter into and effectuate the Settlement including but not limited to executing the Settlement attached to the Motion as Exhibit A, the terms of which shall have such effect as if set forth and incorporated herein.

5. This Court shall retain jurisdiction over all affected parties with respect to any matters, claims or rights arising from or related to the Motion, Settlement and/or implementation of this Order.