EXECUTIVE DEFERRED COMPENSATION PLAN

Exhibit 10.3

CIRCUIT CITY STORES, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

Page

BACKGROUND..................................................................1

ARTICLE I - DEFINITIONS.................................................1

ARTICLE II - ELIGIBILITY AND PARTICIPATION...............................4

ARTICLE III - PARTICIPANT DEFERRALS.......................................4

ARTICLE IV - ACCOUNTS.....................................................5

ARTICLE V - COMPANY CREDITS..............................................6

ARTICLE VI - VESTING......................................................7

ARTICLE VII - DISTRIBUTION ELECTIONS.......................................8

ARTICLE VIII - BENEFICIARY..................................................10

ARTICLE IX - NATURE OF COMPANY'S OBLIGATION...............................11

ARTICLE X - TERMINATION, AMENDMENT, OR MODIFICATION OF PLAN .............12

ARTICLE XI - RESTRICTIONS ON ALIENATION OF BENEFITS ......................12

ARTICLE XII - ADMINISTRATION...............................................12

ARTICLE XIII - CLAIMS PROCEDURE ............................................14

ARTICLE XIV - GENERAL PROVISIONS ...........................................15

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BACKGROUND

The Circuit City Stores, Inc. Executive Deferred Compensation Plan (the "Plan")

has been adopted to promote the best interests of Circuit City Stores, Inc. (the

"Company") and the stockholders of the Company by attracting and retaining key

management employees possessing a strong interest in the successful operation of

the Company and its subsidiaries and by encouraging their continued loyalty,

service, and counsel to the Company and its subsidiaries. The Plan was

originally effective October 1, 2002. Effective December 31, 2004, the Plan has

been frozen and as of such date no additional deferrals or contributions may be

credited under the Plan and no person who is not already a Participant as of

December 31, 2004, may become a Participant in the Plan. The Plan is amended and

restated effective December 31, 2004 to reflect these changes.

The Plan shall be maintained as an unfunded plan of deferred compensation for a

select group of management or highly compensated employees. The Plan, therefore,

is intended to be exempt from the participation, vesting, funding, and fiduciary

requirements of Title I of the Employee Retirement Income Security Act of 1974.

NOW, THEREFORE, the Company agrees as follows:

ARTICLE I

DEFINITIONS

As used in the Plan, the following terms will have the meaning indicated.

1.1 Account - The record keeping account or accounts maintained to record

the interest of each Participant under the Plan, pursuant to Articles IV, V, and

VI. An Account is established for record keeping purposes only and not to

reflect the physical segregation of assets on the Participant's behalf, and may

consist of such sub-accounts or balances as the Committee may determine to be

necessary or appropriate.

1.2 Annual Bonus - Amounts payable to a Participant under the Circuit City

Stores, Inc. Annual Performance-Based Bonus Plan or any other bonus plan or

arrangement that provides the primary incentive to a Participant based on annual

performance measures.

1.3 Base Salary - The base salary or wage payable by a Participating

Employer for services performed prior to reduction for contributions by the

Participant to this Plan or pre-tax or after-tax contributions by the

Participant to any other employee benefit plan maintained by a Participating

Employer, but exclusive of extraordinary payments such as overtime, bonuses,

meal allowances, reimbursed expenses, termination pay, moving pay, commuting

expenses, severance pay, non-elective deferred compensation payments or

accruals, stock options, the value of employer-provided fringe benefits or

coverage, all as determined in accordance with such uniform rules, regulations,

or standards as may be prescribed by the Committee.

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1.4 Beneficiary - The person(s) or trust(s) designated by a Participant in

writing, pursuant to Article VIII, as being entitled to receive any benefit

payable under the Plan by reason of the death of a Participant.

1.5 Change of Control - The occurrence of either of the following events:

a) a third person, including a "group" as defined in Rule 13d-3 of the

Securities Exchange Act of 1934, becomes, or obtains the right to

become, the beneficial owner of Company securities having 20% or more

of the combined voting power of the then outstanding securities of the

Company that may be cast for the election of directors to the Board of

the Company (other than as a result of an issuance of securities

initiated by the Company in the ordinary course of business); or

b) as the result of, or in connection with, any cash tender or exchange

offer, merger, or other business combination, sale of assets or

contested election, or any combination of the foregoing transactions,

the persons who were directors of the Company before such transactions

shall cease to constitute a majority of the Board or of the Board of

Directors of any successor to the Company.

1.6 Code - The Internal Revenue Code of 1986, as amended, or any

subsequently enacted federal revenue law. A reference to a particular section of

the Code shall include a reference to any regulations issued under the section

and to the corresponding section of any subsequently enacted federal revenue

law.

1.7 Committee - The Compensation and Personnel Committee of the Board of

Directors, unless the Board of Directors appoints a different committee. Members

of the Committee may be Participants under the Plan.

1.8 Company - Circuit City Stores, Inc., a Virginia corporation.

1.9 Company Basic Match Credit - A matching amount on Participant deferrals

credited by the Company to a Participant's Account pursuant to the provisions of

Section 5.1.

1.10 Company Discretionary Match Credit - A matching amount on Participant

deferrals credited by the Company to a Participant's Account pursuant to the

provisions of Section 5.2.

1.11 Company Discretionary Enhanced Credit - An amount credited by the

Company to a Participant's Account pursuant to the provisions of Section 5.3.

1.12 Deferral Election - An election by a Participant to have all or a

portion of his Base Salary, Annual Bonus, or LTI Payment for a Plan Year

deferred under the terms and conditions of the Plan.

1.13 Election Form - The form or forms produced by the Committee or its

designees under which a Participant may record his or her Deferral Elections,

Investment Options, distribution elections, and Beneficiary designation.

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1.14 Employee - Any person employed by the Company as a common law employee

on the Company's United States payroll.

1.15 Enrollment Period. - The time established by the Committee during which

Deferral Elections may be made.

1.16 Investment Options - Any funds designated by the Committee as

hypothetical investment options available to Participants for purposes of

determining the amounts to be credited or debited to their Account under Section

4.2.

1.17 Retirement - A Participant's termination of employment for any reason

other than death or Total Disability on or after age 65 or on or after attaining

age 55 with ten (10) Years of Vesting Service.

1.18 Participant - Any Employee or former Employee for whom an Account is

maintained under the Plan.

1.19 LTI Payment - Restricted stock shares awarded pursuant to the Circuit

City Stores, Inc., Stock Incentive Plan which become vested and nonforfeitable

under the terms of a long-term incentive award.

1.20 Plan - The Circuit City Stores, Inc., Executive Deferred Compensation

Plan, as set forth in this document, as amended from time to time.

1.21 Plan Year - The twelve (12) consecutive-month period beginning January

1 and ending December 31. The first Plan Year shall begin on September 3, 2002

and end on December 31, 2002.

1.22 Related Company - Any corporation or business organization that is

under common control with the Company (as determined under Code Section 414(b)

or (c)), a member of an affiliated service group with the Company (as determined

under Code Section 414(m)), or an entity required to be aggregated pursuant to

Code Section 414(o) and the regulations thereunder.

1.23 Termination of Employment - A Participant's severance from employment

with the Company for any reason, including death, retirement, resignation,

discharge, or otherwise.

1.24 Total Disability - A physical or mental impairment that prevents the

Participant from continuing to perform the principal functions of his or her

position with the Company. The Committee shall have the complete discretion to

determine if a Participant has a Total Disability.

1.25 Valuation Date - The date or dates as of which the Accounts are valued,

as set forth in Section 4.4.

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1.26 Year of Vesting Service - A Participant shall be credited with the same

Years of Vesting Service for purposes of this Plan as the Participant is

credited with under the Retirement Plan of Circuit City Stores, Inc.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

2.1 Eligibility - The Committee, in its sole discretion, will select the

management or highly compensated Employees eligible to become Participants in

the Plan. The Committee may establish criteria for Participant status or make

individual designations of Employees. Effective December 31, 2004, no Employee

may be selected as a Participant in the Plan unless that individual is already a

Participant on December 31, 2004.

2.2 Participation - An eligible Employee may elect to defer a portion of

Base Salary, Annual Bonus and/or LTI Payment payable with respect to an upcoming

Plan Year by making a Deferral Election subject to the provisions of this Plan.

ARTICLE III

PARTICIPANT DEFERRALS

3.1 Base Salary Deferrals - Each Participant may elect to defer in

accordance with the terms of this Plan, up to 50% (such percentage to be a

multiple of 1 %) of his or her Base Salary with respect to an upcoming Plan Year

provided, however, that no deferrals may be made under the Plan with respect to

Base Salary payable after December 31, 2004.

3.2 Annual Bonus Deferrals - Each Participant may elect to defer, in

accordance with the terms of this Plan up to 100% (such percentage to be a

multiple of 5%) of the amount payable with respect to a Plan Year to such

Participant of his or her Annual Bonus, if any, provided, however, that no

deferrals may be made with respect to Annual Bonus payable after December 31,

2004.

3.3 LTI Payment Deferrals - Each Participant may elect to defer, in

accordance with the terms of this Plan up to 100% (such percentage to be a

multiple of 5%) of the amount payable with respect to a Plan Year to such

Participant of his or her LTI Payment, if any, provided, however, that no

deferrals may be made with respect to any LTI Payment payable after December 31,

2004.

3.4 Maximum Deferral - Notwithstanding the deferrals elected under Sections

3.1, 3.2 and 3.3, the Company may reduce the total amount of the deferral if

needed to provide for the cost of employee-paid benefits and government-mandated

deductions under FICA and other programs.

3.5 First Plan Year - A Participant may make a Deferral Election for the

Plan Year in which the Participant commences participation. The Deferral

Election must be made on the Election Form, signed by the Participant and

delivered to the Committee by the date and time established

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by the Committee.

3.6 Subsequent Plan Years - For each succeeding Plan Year, Deferral

Elections must be made annually during the Enrollment Period established by the

Committee. If no Deferral Election is made during the Enrollment Period, the

Participant will not be eligible for deferrals during the next Plan Year.

3.7 Effect of Eligibility Status Change - If a Participant ceases to be an

Employee or otherwise ceases to be eligible under Section 2.1, at a time when he

or she has in effect for the Plan Year one or more Deferral Elections, the

Deferral Election or elections will terminate with respect to any amount not yet

paid at the time the individual ceases to be an Employee or otherwise ceases to

be eligible under Section 2.1. Amounts already deferred into the Participant's

Account will remain so credited and shall be distributed in accordance with the

terms of this Plan.

3.8 Elections Irrevocable - A Deferral Election shall be irrevocable for

the Plan Year for which it is made.

ARTICLE IV

ACCOUNTS

4.1 Maintenance of Participant Accounts - Bookkeeping Accounts will be

established and maintained by the Plan Administrator for each Participant in

which will be recorded the amounts deferred by the- Participant, any Company

credits, and hypothetical earnings and losses, if any, on Account balances. The

Account balance will be a bookkeeping entry only and the Company will have no

obligation to set aside or hold assets to fund its obligations under this Plan.

4.2 Investment Options - At the time a Participant makes a Deferral

Election, he or she will specify the Investment Options that are to be deemed to

be applied to the amounts deferred pursuant to the election. No deferrals will

be accepted under the Plan unless and until the Participant makes such an

election. The following rules will apply to Investment Options:

a) The percentage of a Participant's current deferrals and/or Account

balance to which a specified Investment Option is to be applied must be

in whole percentage increments.

b) The chosen Investment Option or Options will apply to deferred

amounts on and after the date on which such amounts, absent deferral,

would have been paid to the Participant.

c) The Committee will have the authority to modify the rules and

restrictions relating to Investment Options, including the authority to

change such Investment Options prospectively, as it, in its sole

discretion, deems necessary.

4.3 Investment Elections - A Participant's Account will be credited or

debited with amounts equal to the amounts that would have been earned or lost

with respect to the Participant's Account balance if amounts equal to that

Account balance had been actually invested in the

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Investment Option specified by the Participant. A Participant may elect to

change the manner in which Investment Options are applied to future deferrals

and/or the existing Account balance, provided that notice of such election is

filed in a manner and time specified by the Committee or its designee.

4.4 Valuation Date - A Participant's Account will be valued daily on each

day that the New York Stock Exchange is open. The Committee may establish such

other date or dates as Valuation Dates with respect to all Accounts, particular

Investment Options in the Accounts or particular Accounts, with respect to which

payment or another transaction is to occur.

ARTICLE V

COMPANY CREDITS

5.1 Company Basic Match Credits

a) The Company will credit a Company Basic Match Credit of 25% match on

deferrals each Plan Year up to 10% of the total of the Participant's

Base Salary, Annual Bonus and LTI Payment. The Company Basic Match

Credit shall be made effective as of the date of deferral, subject to

forfeiture under Section 5.1(b). Effective for Plan Years after

December 31, 2004, no Company Basic Match Credit shall be made to the

Account of any Participant.

b) A Participant shall forfeit a Company Basic Match Credit and any

related hypothetical return allocated to his or her Account for a Plan

Year if the Participant is not an Employee on the last day of the Plan

Year, unless the Participant:

i) terminated due to Retirement or Total Disability during the

Plan Year; or

ii) died during the Plan Year.

5.2 Company Discretionary Match Credits, - The Company may, in its sole

discretion, credit a Company Discretionary Match Credit as an additional match

based on achievement of Company performance goals or other factors during the

previous PlanYear. The Company Discretionary Match Credits shall be made at such

time as determined by the Committee. Effective for Plan Years after December 31,

2004, no Company Discretionary Match Credits may be made to the Account of any

Participant.

5.3 Company Discretionary Enhanced Credits -

a) The Company may, in its sole discretion, credit a Company

Discretionary Enhanced Credit as an additional amount to a

Participant's Account. The Company Discretionary Enhanced Credits may

be in the form of additional Company contr