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                                                                 EXHIBIT 10.65


                              IRON AGE CORPORATION

                         2002 MANAGEMENT INCENTIVE PLAN


1. PURPOSE.

          The purpose of this 2002 Management Incentive Plan (the "Plan") is to
advance the interests of Iron Age Corporation, a Delaware corporation (the
"Company"), and Iron Age Holdings Corporation, a Delaware corporation and the
parent company of the Company ("Holdings"), by enhancing the ability of
Holdings, the Company and its Subsidiaries to attract and retain directors and
members of management who are in a position to make a significant contribution
to the success of Holdings, the Company and its Subsidiaries, to reward such
individuals for their contributions and to encourage such individuals to take
into account the long-term interests of Holdings, the Company and its
Subsidiaries. The Plan provides for the award of interests in the Plan in the
form of units (each, a "Unit").

2. ELIGIBILITY FOR AWARDS.

         Persons (as defined below) eligible to receive awards under the Plan
shall be all directors (including directors who are not employees) of Holdings
or the Company, all executive officers of Holdings, the Company and its
Subsidiaries and other employees, consultants and advisers who, in the opinion
of the Board (as defined below), are in a position to make a significant
contribution to the success of Holdings, the Company and its Subsidiaries.
Persons selected for awards under the Plan are referred to herein as
"Unitholders".

3. ADMINISTRATION.

         The Plan shall be administered by the Board of Directors (the "Board")
of the Company or, if applicable, the successors and assigns of the Company. The
Board shall have authority, not inconsistent with the express provisions of the
Plan: (a) to grant awards to such Unitholders as the Board may select; (b) to
determine the time or times when awards shall be granted and the number of Units
subject to each award; (c) to determine the terms and conditions of each award;
(d) to prescribe the form or forms of any instruments evidencing awards,
including the Unit Certificates, and any other instruments required under the
Plan and to change such forms from time to time; (e) to adopt, amend and rescind
rules and regulations for the administration of the Plan; and (f) to interpret
the Plan and any award granted hereunder and to decide any questions and settle
all controversies and disputes that may arise in connection with the Plan or any
award granted hereunder. Such determinations of the Board shall be conclusive
and shall bind all Persons. Subject to Section 8, the Board also shall have the
authority, both generally and in particular instances, to waive compliance by
any Unitholder with any obligation to be performed by such Unitholder under any
award, to waive any condition or provision of any award and to amend or cancel
any award (and if any award is canceled, to grant a new award on such terms as
the Board shall specify); provided, however, that except as expressly provided
in the Plan or in


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any award granted hereunder, the Board may not amend any outstanding award in a
manner that would adversely affect the rights of the Unitholder under such award
without such Unitholder's written consent. Nothing in the immediately preceding
sentence shall be construed as limiting the power of the Board to make
adjustments required by Section 5(b) or 6(j).

         The Board may, in its sole discretion, delegate some or all of its
powers with respect to the Plan to a committee (the "Committee"), in which event
all references in this Plan (as appropriate) to the Board shall be deemed to
refer to the Committee. The Committee, if one is appointed, shall consist of at
least two directors. A majority of the members of the Committee shall constitute
a quorum, and all determinations of the Committee shall be made by a majority of
its members. Any determination of the Committee under the Plan may be made
without notice or meeting of the Committee by a writing signed by a majority of
the Committee members.

4. EFFECTIVE DATE OF PLAN.

         The Plan shall become effective on the date on which it is approved by
the Board.

5. UNITS.

         (a) Number of Units. Subject to adjustment as provided in Section 5(b),
the aggregate number of Units that may be awarded under the Plan shall be one
hundred and fifty (150), of which one hundred (100) shall be Class A Units and
fifty (50) shall be Class B Units. Each award granted under the Plan shall be
designated as a Class A Unit, a Class B Unit or any combination of the
foregoing. If any award granted under the Plan terminates without having vested
in full, those Units which did not vest under such award shall be available for
future grants within the limits set forth in this Section 5(a).

         (b) Change in Units. The Board may, in its sole discretion, adjust the
number of Units subject to outstanding awards and other terms of outstanding
awards, to take into consideration changes in accounting practices or
principles, extraordinary dividends, consolidations or mergers, acquisitions,
recapitalizations or dispositions of stock or property or any other event, in
each case if it is determined by the Board in its sole discretion that such
adjustment is advisable in an equitable manner which provides similar treatment
to similarly situated Unitholders so that the Units granted hereunder constitute
a continuing incentive.

6. TERMS AND CONDITIONS OF UNITS.

         (a) Payment Per Unit. The payment amount ("Payment") for each Unit and
the date on which Payment shall be made (the "Payment Date") shall be determined
by the Board and shall be set forth in the Unit award. Cash payments in respect
of any Unit shall be made by check or wire transfer of immediately available
funds to an account specified by the Unitholder, or as may otherwise be
determined by the Board. The Board may decide, in its sole discretion, to pay a
portion of any Payment due to a Unitholder with non-cash consideration, provided
that the payment of such non-cash consideration to such Unitholder does not
violate any applicable laws and regulations, including federal and state
securities laws and regulations.


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         (b) Vesting of Units. A Unit shall vest ("Vest") at such time or times
and upon such conditions as the Board may specify in the Unit award; provided,
however, that the Board shall not change the vesting provisions set forth in any
Unit award following its issuance in a manner that adversely affects the
Unitholder thereof without the consent of such Unitholder. Without limiting the
generality of the foregoing, the Board may specify a different time or times and
different conditions with respect to the Vesting of Units, which shall be set
forth in the Unit award, for Units granted in the same award. In the case of
Units which are not immediately Vested in full, the Board may at any time
accelerate the time at which all or any part of the Units may become Vested.

         (c) Receipt of Payment.

                  (i) During the Unitholder's lifetime, payment with respect to
         any Unit may be received only by the Unitholder (unless the Unitholder
         is declared legally incompetent and a legal representative has been
         appointed for the Unitholder, in which event payment may be received on
         the Unitholder's behalf by such legal representative).

                  (ii) The Board shall have the right to withhold from any
         Unitholder receiving cash payment with respect to any Unit an amount
         sufficient to satisfy any federal, state, or local withholding tax
         requirements (or make other arrangements satisfactory to the Company
         with regard to such taxes) prior to the delivery of such payment to the
         Unitholder. In the event of payment of non-cash consideration with
         respect to any Unit, the Board shall have the right to require the
         Unitholder receiving such payment to remit to the Company an amount
         sufficient to satisfy any federal, state, or local withholding tax
         requirements (or make other arrangements satisfactory to the Company
         with regard to such taxes) prior to the delivery of such payment to the
         Unitholder.

                  (iii) If any Person other than the applicable Unitholder
         attempts to receive payment in respect of any Unit in accordance with
         this Section 6(c), the Company shall be under no obligation to deliver
         payment to such Person until the Company is satisfied as to the
         authority of such Person.

         (d) Delivery of Payment. The Company shall not be obligated to deliver
any payment in respect of any Unit (i) until, in the opinion of the Company's
counsel, all applicable federal, state and foreign laws and regulations have
been complied with, (ii) until all other legal matters in connection with
payment in respect of any such Units and pursuant to any employment agreement
and any other employment-related matters have been approved by the Company's
counsel and (iii) until, if requested by Company's counsel, a release of claims
that is satisfactory to Company's counsel in its sole discretion has been
executed by the Unitholder. In the event that non-cash consideration constitutes
a portion of any payment to a Unitholder, the Company may require, as a
condition to the payment of such non-cash consideration, (A) such
representations, warranties or agreements as the Company may deem necessary or
desirable in order to assure compliance with all applicable federal, state and
foreign laws and regulations, including securities laws and regulations, or as
may otherwise be reasonably requested by the Company and (B) that the
certificates, if any, evidencing the non-cash consideration to be issued as
payment for any Unit bear an appropriate legend, if necessary, restricting
transfer.


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         (e) Nontransferability of Awards. Except as otherwise set forth in a
Unit award, no award may be transferred other than by will or by the laws of
descent and distribution.

         (f) Death. Except as otherwise set forth in a Unit award, if a
Unitholder dies, each Unit held by such Unitholder immediately prior to his or
her death may be entitled to any and all payments due in respect of such Unit,
to the extent it was Vested immediately prior to such Unitholder's death, upon
presentation of the Unit award by his executor or administrator, or by the
Person or Persons to whom the award is transferred by will or the applicable
laws of descent and distribution, at any time on or prior to the date which is
90 days after any applicable Payment Date. Except as otherwise set forth in a
Unit award, all awards held by a Unitholder immediately prior to his or her
death that are not then Vested shall terminate on the date of such Unitholder's
death.

         (g) Termination for Cause. Except as otherwise set forth in a Unit
award, if any employee's employment with Holdings, the Company or any of its
Subsidiaries, or any director of Holdings, the Company or any of its
Subsidiaries, is terminated for Cause (as defined below), all Units held by such
employee or director, whether or not Vested, shall terminate immediately upon
such employee's or director's discharge.

         Except as otherwise set forth in a Unit award, the following events or
conditions, as determined by the Board in its reasonable judgment, shall
constitute "Cause" for termination of a Unitholder: (i) the conduct of such
Unitholder in the performance of his duties and responsibilities in a manner
materially adverse to Holdings, the Company or any of its Subsidiaries or
Holdings' shareholders; (ii) an undisclosed material conflict of interest or any
other material breach by such Unitholder of any of the provisions of any
employment, nondisclosure/noncompete/inventions or other agreement, if any,
between such Unitholder and Holdings, the Company or any of its Subsidiaries;
(iii) fraud, embezzlement or other material dishonesty with respect to Holdings,
the Company or any of its Subsidiaries or Holdings' shareholders; (iv)
conviction of, or plea of nolo contendre to, any felony or any other crime
involving dishonesty or moral turpitude; or (v) failure to execute a directive
of such Unitholder's superior or the Board (if such directive is consistent with
such Unitholder's position and not in violation of generally accepted moral,
ethical or professional standards); provided, however, that if such Unitholder
is party to a written employment agreement with Holdings, the Company or any of
its Subsidiaries containing a definition of "cause" for termination of
employment, then, with respect to such Unitholder, such alternative definition
shall govern for purposes of this Plan.

         (h) Other Termination. Except as otherwise set forth in a Unit award,
if any employee's employment with Holdings, the Company and its Subsidiaries
terminates for any reason other than death or termination for Cause or if any
director who is a Unitholder ceases to serve on the Board of Holdings, the
Company or any of its Subsidiaries for any reason, then (A) any award held by
such employee or director that is not Vested prior to the date of such
termination of employment or service on the Board shall immediately terminate
and (B) any award held by such employee or director that is Vested prior to the
date of such termination of employment or service on the Board shall continue to
be Vested and shall be entitled to any and all payments as set forth in the Unit
award until the date that is 90 days after the applicable Payment Date.



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         After completion of the 90-day period referred to in clause (B) above
(or any applicable longer period), each such Unit shall terminate to the extent
not previously terminated, unless otherwise specified in the Unit award. For
purposes of this Section 6(h), employment shall not be considered terminated (1)
in the case of sick leave or other bona fide leave of absence approved for
purposes of the Plan by the Board, so long as the employee's right to
reemployment is guaranteed either by statute or by contract, or (2) in the case
of a transfer of employment between or among Holdings, the Company and any of
its Subsidiaries.

         (i) Termination of Service of Non-Employees. In the case of any
Unitholder who is not an employee or director of Holdings, the Company or any of
its Subsidiaries, provisions relating to the exercisability of awards following
termination of service may be specified in the Unit award; provided, however,
that if such provisions are not so specified, then upon the termination of
service of such Unitholder, all awards held by such Unitholder shall be subject
to the provisions of Sections 6(g) and 6(h).

         (j) Mergers, etc. Except as otherwise set forth in any Unit award, in
the event of a consolidation or merger in which the Company is not the surviving
corporation and which does not give rise to a Payment in respect of any Units,
the Board shall use reasonable efforts to have the surviving or acquiring
corporation or other related entity or affiliate thereof, subject to
consummation of such merger or consolidation, assume all obligations under the
Plan or, in the discretion of the Board, provide replacement benefits which, in
the judgment of the Board, are substantially equivalent to the Units awarded
hereunder.

         The Board may grant awards under the Plan in substitution for awards
held by employees, consultants or advisers of another corporation who
concurrently become employees, consultants or advisers of Holdings, the Company
or any of its Subsidiaries as the result of a merger or consolidation of such
other corporation with Holdings, the Company or any of its Subsidiaries, or as
the result of the acquisition by Holdings, the Company or any of its
Subsidiaries of property or stock of such other corporation. The Company may
direct that substitute awards be granted on such terms and conditions as the
Board considers appropriate in the circumstances.

7. CERTAIN RIGHTS.

         Neither the adoption of the Plan nor the grant of awards shall confer
upon any Unitholder any right to continue as a director of, an employee of, or
consultant or adviser to, Holdings, the Company or any of its Subsidiaries or
affect in any way the right of Holdings, the Company or any of its Subsidiaries
to terminate such Unitholder at any time. Except as specifically provided by the
Board in any particular case, the loss of existing or potential profit in awards
granted under this Plan shall not constitute an element of damages in the event
of any termination of the relationship of any Unitholder, even if such
termination is in violation of any obligation of the Company to such Unitholder
by contract or otherwise.

8. DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION.

         The Board may at any time discontinue granting awards under the Plan.
With the written consent of any Unitholder, the Board may at any time cancel in
whole or in part any existing



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award held by such Unitholder and grant another award as the Board specifies.
The Board may at any time or times amend the Plan or any outstanding award for
the purpose of satisfying any requirements of the Code or any changes in
applicable laws or regulations or for any other purpose that may at the time be
permitted by law, or may at any time terminate the Plan as to any further grants
of awards; provided, however, that except as expressly provided in the Plan or
in any award granted hereunder, no such amendment shall adversely affect the
rights of any Unitholder (without the written consent of such Unitholder) under
such award.

         The Plan shall immediately and automatically terminate in the event of
(a) an insolvency, bankruptcy, receivership, liquidation, reorganization,
reformation, readjustment, composition or other similar proceeding relating to
Holdings, the Company or its Subsidiaries or their respective creditors or
property, (b) any proceeding for the liquidation, dissolution or other winding
up of Holdings, the Company or its Subsidiaries, voluntary or involuntary,
whether or not involving insolvency or bankruptcy proceedings, (c) any
assignment by any of Holdings, the Company or its Subsidiaries for the benefit
of creditors, or (d) any other marshaling of the assets of any of Holdings, the
Company or its Subsidiaries.

9. DEFINITIONS.

         "Board" is defined in Section 3.

         "Cause" is defined in Section 6(g).

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Committee" is defined in Section 3.

         "Company" is defined in Section 1.

         "Holdings" is defined in Section 1.

         "Payment" is defined in Section 6(a).

         "Payment Date" is defined in Section 6(a).

         "Person" means any individual, partnership, limited liability company,
joint venture, corporation, trust, unincorporated organization or entity, or any
government, or department or agency thereof, or any other similar entity.

         "Plan" is defined in Section 1.

         "Subsidiary" means any Person of which the Company at the time (a)
shall own, directly or indirectly through a Subsidiary, at least a majority of
the outstanding capital stock (or other shares of beneficial interest) entitled
to vote generally or (b) shall control the board of directors of such Person.

         "Unit" is defined in Section 1.



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         "Unitholder" is defined in Section 2.

         "Vest" is defined in Section 6(b).


As of October 11, 2002



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