EXHIBIT 10.1

                          DESCRIPTION OF DIRECTORS AND
                      NAMED EXECUTIVE OFFICERS COMPENSATION

NON-EMPLOYEE DIRECTORS COMPENSATION

The compensation payable to all of the Company's non-employee directors, other
than William Kaplan, is as follows:

        o   An annual cash retainer of $30,000;

        o   An additional annual cash retainer of $12,500 for the chair of the
            Audit Committee and $5,000 for each other member of the Audit
            Committee;

        o   An additional annual cash retainer of $5,000 for the chair of the
            Compensation Committee and $2,500 for each other member of the
            Compensation Committee;

        o   An additional annual cash retainer of $3,500 for the chair of the
            Nominating and Corporate Governance Committee and $2,500 for each
            other member of the Nominating and Corporate Governance Committee;
            and

        o   An additional annual cash retainer of $100,000 for the Company's
            Lead Director, Eli J. Segal.

In addition, other than Mr. Kaplan, non-employee directors each receive an
annual stock option grant pursuant to the Company's 2002 Stock Option Plan. The
amount of shares subject to the option grant and the exercise price will be
determined by the Company's Board of Directors in August 2005. Mr. Kaplan will
not receive any compensation in 2005 for serving as a director of the Company.

NAMED EXECUTIVE OFFICERS COMPENSATION

The following discussion relates to the Company's Chief Executive Officer and
each of the executive officers who were named in the Summary Compensation Table
in the Company's Proxy Statement for its 2005 Annual Meeting of Shareholders and
those executive officers who are expected to be named in the Summary
Compensation Table in the Company's Proxy Statement for its 2006 Annual Meeting
of Shareholders (the "Named Executive Officers").

Effective January 10, 2005, Jeffrey C. Gerstel joined the Company as Executive
Vice President, Store Operations. Mr. Gerstel will be paid a base salary of
$215,000 per year.

On February 21, 2005, the Board of Directors of the Company reaffirmed the
current annual salaries of each of the following executive officers in the
respective following amounts:

         Name                                 Salary
         ---------------------                ---------
         John E. (Jack) Parker                $ 450,000
         Lawrence H. Fine                     $ 350,000
         Leslie H. Gordon                     $ 244,625
         Patricia A. Parker                   $ 215,000
         Janet Parker                         $ 175,000



        Bonus compensation is paid annually to the Named Executive Officers and
is dependent upon A.C. Moore achieving certain financial goals as approved by
the Company's Compensation Committee at the beginning of the year. On April 19,
2005, the Compensation Committee approved the 2005 Bonus Plan, which is not set
forth in a written agreement, for certain management-level employees, including
the Named Executive Officers. Under the 2005 Bonus Plan, if the Company achieves
certain pre-tax profit targets approved by the Compensation Committee, the
Company will pay bonuses to eligible participants at pre-determined amounts
which increase as the Company's pre-tax profit increases. The amounts paid to
eligible participants vary based upon that participant's job responsibility. The
pre-tax profit targets approved by the Compensation Committee are based on the
Company's pre-tax profit before any potential impact from the expensing of
stock-based compensation as a result of FASB Statement No. 123(R). In addition,
the Compensation Committee may also approve discretionary bonuses to each Named
Executive Officer based upon his or her level of responsibility, contribution to
A.C. Moore's performance and individual performance during the year.

        The Named Executive Officers are also eligible to:

    o   participate in the Company's 2002 Stock Option Plan and its 1997
        Employee, Director and Consultant Stock Option Plan; and

    o   participate in the Company's broad-based benefit programs generally
        available to its salaried employees, including health and life insurance
        programs, and qualified 401(k) plan.

In addition, certain of the Named Executive Officers receive automobile
allowances and other personal benefits. The aggregate amount of such personal
benefits received by each Named Executive Officer is less than $25,000 or 10% of
the total annual salary and bonus compensation received by each respective Named
Executive Officer.