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                                                                    EXHIBIT 4.1



                                  GENESCO INC.

                              AMENDED AND RESTATED
                           1996 STOCK INCENTIVE PLAN


SECTION 1. PURPOSE; DEFINITIONS.

         The purpose of the Genesco Inc. 1996 Stock Incentive Plan (the "Plan")
is to enable Genesco Inc. (the "Corporation") to attract, retain and reward key
employees of and consultants to the Corporation and its Subsidiaries and
Affiliates, and directors who are not also employees of the Corporation, and
strengthen the mutuality of interests between such key employees, consultants
and directors by awarding such key employees, consultants and directors
performance-based stock incentives and/or other equity interests or
equity-based incentives in the Corporation, as well as performance-based
incentives payable in cash. The creation of the Plan shall not diminish or
prejudice other compensation programs approved from time to time by the Board.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         A.     "Affiliate" means any entity other than the Corporation and its
Subsidiaries that is designated by the Board as a participating employer under
the Plan, provided that the Corporation directly or indirectly owns at least
20% of the combined voting power of all classes of stock of such entity or at
least 20% of the ownership interests in such entity.

         B.     "Board" means the Board of Directors of the Corporation.

         C.     "Common Stock" means the Corporation's Common Stock, par value
$1.00 per share.

         D.     "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.

         E.     "Committee" means the Committee referred to in Section 2 of the
Plan.

         F.     "Corporation" means Genesco Inc., a corporation organized under
the laws of the State of Tennessee or any successor corporation.

         G.     "Disability" means disability as determined under the
Corporation's long-term disability insurance plan, as it may be amended from
time to time.

         H.     "Disinterested Person" shall have the meaning set forth in Rule
16b-3(c)(2)(i) as promulgated by the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended, or any
successor definition adopted by the Commission.


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         I.     "Early Retirement" means retirement, for purposes of this Plan
with the express consent of the Corporation at or before the time of such
retirement, from active employment with the Corporation and any Subsidiary or
Affiliate prior to age 65, in accordance with any applicable early retirement
policy of the Corporation then in effect or as may be approved by the
Committee.

         J.     "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.

         K.     "Fair Market Value" means with respect to the Stock, as of any
given date or dates, unless otherwise determined by the Committee in good
faith, the reported closing price of a share of such class of Stock on the New
York Stock Exchange ("NYSE") or such other exchange or market as is the
principal trading market for such class of Stock, or, if no such sale of a
share of such class of Stock is reported on the NYSE or other exchange or
principal trading market on such date, the fair market value of a share of such
class of Stock as determined by the Committee in good faith.

         L.     "Incentive Stock Option" means any Stock Option intended to be
and designated as an " Incentive Stock Option" within the meaning of Section
422 of the Code.

         M.     "Non-Qualified Stock Option" means any Stock Option that is not
an Incentive Stock Option.

         N.     "Normal Retirement" means retirement from active employment with
the Corporation and any Subsidiary or Affiliate on or after age 65.

         O.     "Other Stock-Based Award" means an award under Section 8 below
that is valued in whole or in part by reference to, or is otherwise based on,
Stock.

         P.     "Outside Director" means a member of the Board who is not an
officer or employee of the Corporation or any Subsidiary or Affiliate of the
Corporation.

         Q.     "Outside Director Restricted Stock" shall have the meaning
provided in Section 9.

         R.     "Plan" means this Genesco Inc. 1996 Stock Incentive Plan, as
amended from time to time.

         S.     "Restricted Stock" means an award of shares of Stock that is
subject to restrictions under Section 7 below.

         T.     "Restriction Period" shall have the meaning provided in Section
7.

         U.     "Retirement" means Normal or Early Retirement.

         V.     "Stock" means the Common Stock.



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         W.     "Stock Appreciation Right" means the right pursuant to an award
granted under Section 6 below to surrender to the Corporation all (or a
portion) of a Stock Option in exchange for an amount equal to the difference
between (i) the Fair Market Value, as of the date such Stock Option (or such
portion thereof) is surrendered, of the shares of Stock covered by such Stock
Option (or such portion thereof), subject, where applicable, to the pricing
provisions in Section 6(b)(ii), and (ii) the aggregate exercise price of such
Stock Option (or such portion thereof).

         X.     "Stock Option" or "Option" means any option to purchase shares
of Stock (including Restricted Stock, if the Committee so determines) granted
pursuant to Section 5 below.

         Y.     "Subsidiary" means any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation if each of
the corporations (other than the last corporation in the unbroken chain) owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in the chain.

         In addition, the terms "Change in Control," "Potential Change in
Control" and" Change in Control Price" shall have the meanings set forth,
respectively in Sections 10(b), (c) and (d) below and the term "Cause" shall
have the meaning set forth in Section 5(j) below.

SECTION 2. ADMINISTRATION.

         The Plan shall be administered by a Committee of not less than two
Disinterested Persons, who shall be appointed by the Board and who shall serve
at the pleasure of the Board. The functions of the Committee specified in the
Plan may be exercised by an existing Committee of the Board composed
exclusively of Disinterested Persons. The initial Committee shall be the
Compensation Committee of the Board.

         The Committee shall have authority to grant, pursuant to the terms of
the Plan, to officers, other key employees and consultants eligible under
Section 4: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted
Stock, and/or (iv) Other Stock-Based Awards.

         In particular, the Committee shall have the authority, consistent with
the terms of the Plan:

                  (a) to select the officers and other key employees of and
         consultants to the Corporation and its Subsidiaries and Affiliates to
         whom Stock Options, Stock Appreciation Rights, Restricted Stock,
         and/or Other Stock-Based Awards may from time to time be granted
         hereunder;

                  (b) to determine whether and to what extent Incentive Stock
         Options, Non-Qualified Stock Options, Stock Appreciation Rights,
         Restricted Stock, and/or Other Stock-Based Awards, or any combination
         thereof, are to be granted hereunder to one or more eligible
         employees;



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                  (c) to determine the number of shares to be covered by each
         such award granted hereunder;

                  (d) to determine the terms and conditions, not inconsistent
         with the terms of the Plan, of any award granted hereunder (including,
         but not limited to, the share price and any restriction or limitation,
         or any vesting acceleration or waiver of forfeiture restrictions
         regarding any Stock Option or other award and/or the shares of Stock
         relating thereto, based in each case on such factors as the Committee
         shall determine, in its sole discretion); and to amend or waive any
         such terms and conditions to the extent permitted by Section 11
         hereof;

                  (e) to determine whether and under what circumstances a Stock
         Option may be settled in cash or Restricted Stock under Section 5(m)
         instead of Stock;

                  (f) to determine whether, to what extent and under what
         circumstances Option grants and/or other awards under the Plan are to
         be made, and operate, on a tandem basis vis-a-vis other awards under
         the Plan and/or cash awards made outside of the Plan;

                  (g) to determine whether, to what extent and under what
         circumstances Stock and other amounts payable with respect to an award
         under this Plan shall be deferred either automatically or at the
         election of the participant (including providing for and determining
         the amount and

                  (h) to determine whether to require payment withholding
         requirements in shares of Stock.

         The Committee shall have the authority to adopt, alter and repeal such
rules, guidelines and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan.

         All decisions made by the Committee pursuant to the provisions of the
Plan shall be made in the Committee's sole discretion and shall be final and
binding on all persons, including the Corporation and Plan participants.

         Notwithstanding the foregoing, the Committee shall have no authority
to determine the terms or conditions of awards to Outside Directors, which
shall be governed solely by Section 9 hereof.

SECTION 3. SHARES OF STOCK SUBJECT TO PLAN.

         The aggregate number of shares of Stock reserved and available for
distribution under the Plan shall not exceed 4,400,000 shares, which includes
200,000 shares reserved for issuance pursuant to Section 9 hereof. Such shares
of Common Stock may consist, in whole or in part, of authorized and unissued
shares or of issued shares purchased and held by the Corporation.





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         If any shares of Stock that have been optioned cease to be subject to
a Stock Option, or if any shares of Stock that are subject to any Restricted
Stock or Other Stock-Based Award granted hereunder are forfeited prior to the
payment of any dividends, if applicable, with respect to such shares of Stock,
or any such award otherwise terminates without a payment being made to the
participant in the form of Stock, such shares shall again be available for
distribution in connection with future awards under the Plan.

         In the event of any merger, reorganization, consolidation,
recapitalization, extraordinary cash dividend, Stock dividend, Stock split or
other change in corporate structure affecting the Stock, an appropriate
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding Options granted under the Plan, and in the number of
shares subject to other outstanding awards granted under the Plan as may be
determined to be appropriate by the Committee, in its sole discretion, provided
that the number of shares subject to any award shall always be a whole number.
Such adjusted option price shall also be used to determine the amount payable
by the Corporation upon the exercise of any Stock Appreciation Right associated
with any Stock Option. The maximum number of shares that may be awarded to any
participant under Section 4 of this Plan will be adjusted in the same manner as
the number of shares subject to outstanding Options.

SECTION 4. ELIGIBILITY.

         Officers and other key employees of and consultants to the Corporation
and its Subsidiaries and Affiliates (but excluding members of the Committee and
any person who serves only as a director, except as otherwise provided in
Section 9) who are responsible for or contribute to the management, growth
and/or profitability of the business of the Corporation and/or its Subsidiaries
and Affiliates are eligible to be granted awards under the Plan. No individual
employee, officer or consultant shall receive aggregate awards hereunder
amounting to more than 500,000 shares, subject to adjustment as provided in
Section 3.

SECTION 5. STOCK OPTIONS.

         Stock Options may be granted alone, in addition to or in tandem with
other awards granted under the Plan and/or cash awards made outside of the
Plan. Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

         Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options. Incentive Stock
Options may be granted only to individuals who are employees of the Corporation
or any Subsidiary of the Corporation.

         The Committee shall have the authority to grant to any optionee
Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock
Options (in each case with or without Stock Appreciation Rights).



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         Options granted to officers, key employees and consultants under the
Plan shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Committee shall deem desirable.

                  (a) Option Price. The option price per share of Stock
         purchasable under a Stock Option shall be determined by the Committee
         at the time of grant but shall be not less than 100% (or, in the case
         of any employee who owns stock possessing more than 10% of the total
         combined voting power of all classes of stock of the Corporation or of
         any of its Subsidiaries, not less than 110%) of the Fair Market Value
         of the Stock at grant, in the case of Incentive Stock Options, and not
         less than 50% of the Fair Market Value of the Stock at grant, in the
         case of Non-Qualified Stock Options.

                  (b) Option Term. The term of each Stock Option shall be fixed
         by the Committee, but no Incentive Stock Option shall be exercisable
         more than ten years (or, in the case of an employee who owns stock
         possessing more than 10% of the total combined voting power of all
         classes of stock of the Corporation or any of its Subsidiaries or
         parent corporations, more than five years) after the date the Option
         is granted.

                  (c) Exercisability. Stock Options shall be exercisable at
         such time or times and subject to such terms and conditions as shall
         be determined by the Committee at or after grant; provided, however,
         that except as provided in Section 5(g) and (h) and Section 10, unless
         otherwise determined by the Committee at or after grant, no Stock
         Option shall be exercisable prior to the first anniversary date of the
         granting of the Option. The Committee may provide that a Stock Option
         shall vest over a period of future service at a rate specified at the
         time of grant, or that the Stock Option is exercisable only in
         installments. If the Committee provides, in its sole discretion, that
         any Stock Option is exercisable only in installments, the Committee
         may waive such installment exercise provisions at any time at or after
         grant in whole or in part, based on such factors as the Committee
         shall determine, in its sole discretion. The Committee may establish
         performance conditions or other conditions to the exercisability of
         any Stock Options, as determined by the Committee in its sole
         discretion, which conditions may be waived by the Committee in its
         sole discretion.

                  (d) Method of Exercise. Subject to whatever installment
         exercise restrictions apply under Section 5(c), Stock Options may be
         exercised in whole or in part at any time during the option period, by
         giving written notice of exercise to the Corporation specifying the
         number of shares to be purchased.

                      Such notice shall be accompanied by payment in full of the
         purchase price, either by check, note or such other instrument as the
         Committee may accept. As determined by the Committee, in its sole
         discretion, at or (except in the case of an Incentive Stock Option)
         after grant, payment in full or in part may also be made in the form
         of unrestricted Stock already owned by the optionee or, in the case of
         the exercise of a Non-Qualified Stock Option or Restricted Stock,
         subject to an award hereunder (valued at the Fair Market Value of the
         Stock on the date the option is exercised, as determined by the
         Committee). If payment of the exercise price is made in part or in
         full




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         with Stock, the Committee may award to the employee a new Stock Option
         to replace the Stock which was surrendered.

                      If payment of the option exercise price of a Non-Qualified
         Stock Option is made in whole or in part in the form of Restricted
         Stock, such Restricted Stock (and any replacement shares relating
         thereto) shall remain (or be) restricted in accordance with the
         original terms of the Restricted Stock award in question, and any
         additional Stock received upon the exercise shall be subject to the
         same forfeiture restrictions, unless otherwise determined by the
         Committee, in its sole discretion, at or after grant.

                      No shares of Stock shall be issued until full payment
         therefor has been made. An optionee shall generally have the rights to
         dividends or other rights of a stockholder with respect to shares
         subject to the Option when the optionee has given written notice of
         exercise, has paid in full for such shares, and, if requested, has
         given the representation described in Section 13(a).

                  (e) Non-Transferability of Options. No Stock Option shall be
         transferable by the optionee otherwise than by will or by the laws of
         descent and distribution, and all Stock Options shall be exercisable,
         during the optionee's lifetime, only by the optionee.

                  (f) Bonus for Taxes. In the case of a Non-Qualified Stock
         Option, the Committee in its discretion may award at the time of grant
         or thereafter the right to receive upon exercise of such Stock Option
         a cash bonus calculated to pay part or all of the federal and state,
         if any, income tax incurred by the optionee upon such exercise.

                  (g) Termination by Death. Subject to Section 5(k), if an
         optionee's employment by the Corporation and any Subsidiary or (except
         in the case of an Incentive Stock Option) Affiliate terminates by
         reason of death, any Stock Option held by such optionee may thereafter
         be exercised, to the extent such option was exercisable at the time of
         death or (except in the case of an Incentive Stock Option) on such
         accelerated basis as the Committee may determine at or after grant (or
         except in the case of an Incentive Stock Option, as may be determined
         in accordance with procedures established by the Committee) by the
         legal representative of the estate or by the legatee of the optionee
         under the will of the optionee, for a period of one year (or such
         other period as the Committee may specify at or after grant) from the
         date of such death or until the expiration of the stated term of such
         Stock Option, whichever period is the shorter.

                  (h) Termination by Reason of Disability. Subject to Section
         5(k), if an optionee's employment by the Corporation and any
         Subsidiary or (except in the case of an Incentive Stock Option)
         Affiliate terminates by reason of Disability, any Stock Option held by
         such optionee may thereafter be exercised by the optionee, to the
         extent it was exercisable at the time of termination or (except in the
         case of an Incentive Stock Option) on such accelerated basis as the
         Committee may determine at or after grant (or, except in the case of
         an Incentive Stock Option, as may be determined in accordance with
         procedures established by the Committee), for a period of (i) three
         years (or such other period as the Committee may specify at or after
         grant) from the date of such termination



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         of employment or until the expiration of the stated term of such Stock
         Option, whichever period is the shorter, in the case of a
         Non-Qualified Stock Option and (ii) one year from the date of
         termination of employment or until the expiration of the stated term
         of such Stock Option, whichever period is shorter, in the case of an
         Incentive Stock Option; provided however, that, if the optionee dies
         within the period specified in (i) above (or other such period as the
         committee shall specify at or after grant), any unexercised
         Non-Qualified Stock Option held by such optionee shall thereafter be
         exercisable to the extent to which it was exercisable at the time of
         death for a period of twelve months from the date of such death or
         until the expiration of the stated term of such Stock Option,
         whichever period is shorter. In the event of termination of employment
         by reason of Disability, if an Incentive Stock Option is exercised
         after the expiration of the exercise period applicable to Incentive
         Stock Options, but before the expiration of any period that would
         apply if such Stock Option were a Non-Qualified Stock Option, such
         Stock Option will thereafter be treated as a Non-Qualified Stock
         Option.

                  (i) Termination by Reason of Retirement. Subject to Section
         5(k), if an optionee's employment by the Corporation and any
         Subsidiary or (except in the case of an Incentive Stock Option)
         Affiliate terminates by reason of Normal or Early Retirement, any
         Stock Option held by such optionee may thereafter be exercised by the
         optionee, to the extent it was exercisable at the time of such
         Retirement or (except in the case of an Incentive Stock Option) on
         such accelerated basis as the Committee may determine at or after
         grant (or, except in the case of an Incentive Stock Option, as may be
         determined in accordance with procedures established by the
         Committee), for a period of (i) three years (or such other period as
         the Committee may specify at or after grant) from the date of such
         termination of employment or the expiration of the stated term of such
         Stock Option, whichever period is the shorter, in the case of a
         Non-Qualified Stock Option and (ii) three months from the date of such
         termination of employment or the expiration of the stated term of such
         Stock Option, whichever period is the shorter, in the event of an
         Incentive Stock Option; provided however, that, if the optionee dies
         within the period specified in (i) above (or other such period as the
         Committee shall specify at or after grant), any unexercised
         Non-Qualified Stock Option held by such optionee shall thereafter be
         exercisable to the extent to which it was exercisable at the time of
         death for a period of twelve months from the date of such death or
         until the expiration of the stated term of such Stock Option,
         whichever period is shorter. In the event of termination of employment
         by reason of Retirement, if an Incentive Stock Option is exercised
         after the expiration of the exercise period applicable to Incentive
         Stock Options, but before the expiration of the period that would
         apply if such Stock Option were a Non-Qualified Stock Option, the
         option will thereafter be treated as a Non-Qualified Stock Option.

                  (j) Other Termination. Subject to Section 5(k), unless
         otherwise determined by the Committee (or pursuant to procedures
         established by the Committee) at or (except in the case of an
         Incentive Stock Option) after grant, if an optionee's employment by
         the Corporation and any Subsidiary or (except in the case of an
         Incentive Stock Option) Affiliate is involuntarily terminated for any
         reason other than death, Disability or Normal or Early Retirement, the
         Stock Option shall thereupon terminate, except that such Stock Option
         may be exercised, to the extent otherwise then exercisable, for the
         lesser of three



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         months or the balance of such Stock Option's term if the involuntary
         termination is without Cause. For purposes of this Plan, "Cause" means
         (i) a felony conviction of a participant or the failure of a
         participant to contest prosecution for a felony, or (ii) a
         participant's willful misconduct or dishonesty, which is directly and
         materially harmful to the business or reputation of the Corporation or
         any Subsidiary or Affiliate. If an optionee voluntarily terminates
         employment with the Corporation and any Subsidiary or (except in the
         case of an Incentive Stock Option) Affiliate (except for Disability,
         Normal or Early Retirement), the Stock Option shall thereupon
         terminate; provided, however, that the Committee at grant or (except
         in the case of an Incentive Stock Option) thereafter may extend the
         exercise period in this situation for the lesser of three months or
         the balance of such Stock Option's term.

                  (k) Incentive Stock Options. Anything in the Plan to the
         contrary notwithstanding, no term of this Plan relating to Incentive
         Stock Options shall be interpreted, amended or altered, nor shall any
         discretion or authority granted under the Plan be so exercised, so as
         to disqualify the Plan under Section 422 of the Code, or, without the
         consent of the optionee(s) affected, to disqualify any Incentive Stock
         Option under such Section 422.

                      No Incentive Stock Option shall be granted to any
         participant under the Plan if such grant would cause the aggregate
         Fair Market Value (as of the date the Incentive Stock Option is
         granted) of the Stock with respect to which all Incentive Stock
         Options issued after December 31, 1986 are exercisable for the first
         time by such participant during any calendar year (under all such
         plans of the Company and any Subsidiary) to exceed $100,000.

                      To the extent permitted under Section 422 of the Code or
         the applicable regulations thereunder or any applicable Internal
         Revenue Service pronouncement:

                      (i) if (x) a participant's employment is terminated by
                  reason of death, Disability or Retirement and (y) the portion
                  of any Incentive Stock Option that is otherwise exercisable
                  during the post-termination period specified under Section
                  5(g), (h) or (i), applied without regard to the $100,000
                  limitation contained in Section 422(d) of the Code, is
                  greater than the portion of such Option that is immediately
                  exercisable as an "Incentive Stock Option" during such
                  post-termination period under Section 422, such excess shall
                  be treated as a Non-Qualified Stock Option; and

                      (ii) if the exercise of an Incentive Stock Option is
                  accelerated by reason of a Change in Control, any portion of
                  such Option that is not exercisable as an Incentive Stock
                  Option by reason of the $100,000 limitation contained in
                  Section 422(d) of the Code shall be treated as a
                  Non-Qualified Stock Option.

                  (l) Buyout Provisions. The Committee may at any time offer to
         buy out for a payment in cash, Stock or Restricted Stock an Option
         previously granted, based on such





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         terms and conditions as the Committee shall establish and communicate
         to the optionee at the time that such offer is made.

                  (m) Settlement Provisions. If the option agreement so
         provides at grant or (except in the case of an Incentive Stock Option)
         is amended after grant and prior to exercise to so provide (with the
         optionee's consent), the Committee may require that all or part of the
         shares to be issued with respect to the spread value of an exercised
         Option take the form of Restricted Stock, which shall be valued on the
         date of exercise on the basis of the Fair Market Value (as determined
         by the Committee) of such Restricted Stock determined without regards
         to the forfeiture restrictions involved.

                  (n) Performance and Other Conditions. The Committee may
         condition the exercise of any Option upon the attainment of specified
         performance goals or other factors as the Committee may determine, in
         its sole discretion. Unless specifically provided in the option
         agreement, any such conditional Option shall vest immediately prior to
         its expiration if the conditions to exercise have not theretofore been
         satisfied. The shares of Common Stock acquired pursuant to any
         conditional Option shall not be transferable by an Optionee subject to
         Section 16(a) of the Exchange Act within six months of the date such
         Option first becomes exercisable.

SECTION 6. STOCK APPRECIATION RIGHTS.

         (a) Grant and Exercise. Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under the Plan. In the
case of a Non-Qualified Stock Option, such rights may be granted either at or
after the time of the grant of such Stock Option. In the case of an Incentive
Stock Option, such rights may be granted only at the time of the grant of such
Stock Option.

         A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, subject to such
provisions as the Committee may specify at grant where a Stock Appreciation
Right is granted with respect to less than the full number of shares covered by
a related Stock Option.

         A Stock Appreciation Right may be exercised by an optionee, subject to
Section 6(b), in accordance with the procedures established by the Committee
for such purpose. Upon such exercise, the optionee shall be entitled to receive
an amount determined in the manner prescribed in Section 6(b). Stock Options
relating to exercised Stock Appreciation Rights shall no longer be exercisable
to the extent that the related Stock Appreciation Rights have been exercised.

         (b) Terms and Conditions. Stock Appreciation Rights shall be subject
to such terms and conditions, not inconsistent with the provisions of the Plan,
as shall be determined from time to time by the Committee, including the
following:

             (i) Stock Appreciation Rights shall be exercisable only at such
         time or times and to the extent that the Stock Options to which they
         relate shall be exercisable in



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<PAGE>

         accordance with the provisions of Section 5 and this Section 6 of the
         Plan; provided, however, that any Stock Appreciation Right granted to
         an optionee subject to Section 16(a) of the Exchange Act subsequent to
         the grant of the related Stock Option shall not be exercisable during
         the first six months of its term. The exercise of Stock Appreciation
         Rights held by optionees who are subject to Section 16(a) of the
         Exchange Act shall comply with Rule 16b-3(e) thereunder, to the extent
         applicable. In particular, such Stock Appreciation Rights shall be
         exercisable only pursuant to an irrevocable election made at least six
         months prior to the date of exercise or within the applicable ten
         business day" window" periods specified in Rule 16b-3(e)(3).

             (ii) Upon the exercise of a Stock Appreciation Right, an optionee
         shall be entitled to receive an amount in cash and/or shares of Stock
         equal in value to the excess of the Fair Market Value of one share of
         Stock over the option price per share specified in the related Stock
         Option multiplied by the number of shares in respect of which the
         Stock Appreciation Right shall have been exercised, with the Committee
         having the right to determine the form of payment. When payment is to
         be made in shares, the number of shares to be paid shall be calculated
         on the basis of the Fair Market Value of the shares on the date of
         exercise. When payment is to be made in cash, such amount shall be
         calculated on the basis of the average of the highest and lowest
         quoted selling price, regular way, of the Stock on the New York Stock
         Exchange or such other exchange or market as is the principal trading
         market for the Stock, or, if no such sale of Stock is reported on such
         date, the fair market value of the Stock as determined by the
         Committee in good faith.

             (iii) Stock Appreciation Rights shall be transferable only when and
         to the extent that the underlying Stock Option would be transferable
         under Section 5(e) of the Plan.

             (iv) Upon the exercise of a Stock Appreciation Right, the Stock
         Option or part thereof to which such Stock Appreciation Right is
         related shall be deemed to have been exercised for the purpose of the
         limitation set forth in Section 3 of the Plan on the number of shares
         of Stock to be issued under the Plan.

             (v) The Committee, in its sole discretion, may also provide that,
         in the event of a Change in Control and/or a Potential Change in
         Control, the amount to be paid upon the exercise of a Stock
         Appreciation Right shall be based on the Change in Control Price,
         subject to such terms and conditions as the Committee may specify at
         grant.

             (vi) The Committee may condition the exercise of any Stock
         Appreciation Right upon the attainment of specified performance goals
         or other factors as the Committee may determine, in its sole
         discretion. Unless specifically provided in the applicable award
         agreement, any such conditional Stock Appreciation Right held by a
         grantee subject to Section 16(a) of the Exchange Act shall not be
         exercisable until the expiration of six months following the
         satisfaction of the condition giving rise to such Stock Appreciation
         Right.



                                      11
<PAGE>

SECTION 7. RESTRICTED STOCK.

         (a) Administration. Shares of Restricted Stock may be issued either
alone, in addition to or in tandem with other awards granted under the Plan
and/or cash awards made outside the Plan. The Committee shall determine the
eligible persons to whom, and the time or times at which, grants of Restricted
Stock will be made, the number of shares of Restricted Stock to be awarded to
any person, the price (if any) to be paid by the recipient of Restricted Stock
(subject to Section 7(b)), the time or times within which such awards may be
subject to forfeiture, and the other terms, restrictions and conditions of the
awards in addition to those set forth in Section 7(c).

         The Committee may condition the grant of Restricted Stock upon the
attainment of specified performance goals or such other factors as the
Committee may determine, in its sole discretion.

         The provisions of Restricted Stock awards need not be the same with
respect to each recipient.

         (b) Awards and Certificates. The prospective recipient of a Restricted
Stock award shall not have any rights with respect to such award, unless and
until such recipient has executed an agreement evidencing the award and has
delivered a fully executed copy thereof to the Corporation, and has otherwise
complied with the applicable terms and conditions of such award.

             (i) The purchase price for shares of Restricted Stock shall be
         established by the Committee and may be zero.

             (ii) Awards of Restricted Stock must be accepted within a period of
         60 days (or such shorter period as the Committee may specify at grant)
         after the award date, by executing a Restricted Stock Award Agreement
         and paying whatever price (if any) is required under Section 7(b)(i).

             (iii) Each participant receiving a Restricted Stock award shall be
         issued a stock certificate in respect of such shares of Restricted
         Stock. Such certificate shall be registered in the name of such
         participant, and shall bear an appropriate legend referring to the
         terms, conditions, and restrictions applicable to such award.

             (iv) The Committee shall require that the stock certificates
         evidencing such shares be held in custody by the Corporation until the
         restrictions thereon shall have lapsed, and that, as a condition of
         any Restricted Stock award, the participant shall have delivered a
         stock power, endorsed in blank, relating to the Stock covered by such
         award.

         (c) Restrictions and Conditions. The shares of Restricted Stock
awarded pursuant to this Section 7 shall be subject to the following
restrictions and conditions:



                                      12
<PAGE>

             (i) In accordance with the provisions of this Plan and the award
         agreement, during a period set by the Committee commencing with the
         date of such award (the "Restriction Period"), the participant shall
         not be permitted to sell, transfer, pledge, assign or otherwise
         encumber shares of Restricted Stock awarded under the Plan. Within
         these limits, the Committee, in its sole discretion, may provide for
         the lapse of such restrictions in installments and may accelerate or
         waive such restrictions in whole or in part, based on service,
         performance and/or such other factors or criteria as the Committee may
         determine, in its sole discretion.

             (ii) Except as provided in this paragraph (ii) and Section 7(c)(i),
         the participant shall have, with respect to the shares of Restricted
         Stock, all of the rights of a stockholder of the Corporation,
         including the right to vote the shares, and the right to receive any
         cash dividends. The Committee, in its sole discretion, as determined
         at the time of award, may permit or require the payment of cash
         dividends to be deferred and, if the Committee so determines,
         reinvested, subject to Section 14(e), in additional Restricted Stock
         to the extent shares are available under Section 3, or otherwise
         reinvested. Pursuant to Section 3 above, Stock dividends issued with
         respect to Restricted Stock shall be treated as additional shares of
         Restricted Stock that are subject to the same restrictions and other
         terms and conditions that apply to the shares with respect to which
         such dividends are issued. If the Committee so determines, the award
         agreement may also impose restrictions on the right to vote and the
         right to receive dividends.

             (iii) Subject to the applicable provisions of the award agreement
         and this Section 7, upon termination of a participant's employment
         with the Corporation and any Subsidiary or Affiliate for any reason
         during the Restriction Period, all shares still subject to restriction
         will vest, or be forfeited, in accordance with the terms and
         conditions established by the Committee at or after grant.

             (iv) If and when the Restriction Period expires without a prior
         forfeiture of the Restricted Stock subject to such Restriction Period,
         certificates for an appropriate number of unrestricted shares shall be
         delivered to the participant promptly.

         (d) Minimum Value Provisions. In order to better ensure that award
payments actually reflect the performance of the Corporation and service of the
participant, the Committee may provide, in its sole discretion, for a tandem
performance-based or other award designed to guarantee a minimum value, payable
in cash or Stock to the recipient of a restricted stock award, subject to such
performance, future service, deferral and other terms and conditions as may be
specified by the Committee.

SECTION 8. OTHER STOCK-BASED AWARDS.

         (a) Administration. Other Stock-Based Awards, including, without
limitation, performance shares, convertible preferred stock, convertible
debentures, exchangeable securities and Stock awards or options valued by
reference to earnings per share or Subsidiary performance, may be granted
either alone or in addition to or in tandem with Stock Options,





                                      13
<PAGE>

Stock Appreciation Rights or Restricted Stock granted under the Plan and/or
cash awards made outside of the Plan; provided that no such Other Stock-Based
Awards may be granted in tandem with Incentive Stock Options if that would
cause such Stock Options not to qualify as Incentive Stock Options pursuant to
Section 422 of the Code.

         Subject to the provisions of the Plan, the Committee shall have
authority to determine the persons to whom and the time or times at which such
awards shall be made, the number of shares of Stock to be awarded pursuant to
such awards, and all other conditions of the awards. The Committee may also
provide for the grant of Stock upon the completion of a specified performance
period.

         The provisions of Other Stock-Based Awards need not be the same with
respect to each recipient.

         (b) Terms and Conditions. Other Stock-Based Awards made pursuant to
this Section 8 shall be subject to the following terms and conditions:

             (i) Shares subject to awards under this Section 8 and the award
         agreement referred to in Section 8(b)(v) below, may not be sold,
         assigned, transferred, pledged or otherwise encumbered prior to the
         date on which the shares are issued, or, if later, the date on which
         any applicable restriction, performance or deferral period lapses.

             (ii) Subject to the provisions of this Plan and the award agreement
         and unless otherwise determined by the Committee at grant, the
         recipient of an award under this Section 8 shall be entitled to
         receive, currently or on a deferred basis, interest or dividends or
         interest or dividend equivalents with respect to the number of shares
         covered by the award, as determined at the time of the award by the
         Committee, in its sole discretion, and the Committee may provide that
         such amounts (if any) shall be deemed to have been reinvested in
         additional Stock or otherwise reinvested.

             (iii) Any award under Section 8 and any Stock covered by any such
         award shall vest or be forfeited to the extent so provided in the
         award agreement, as determined by the Committee, in its sole
         discretion.

             (iv) In the event of the participant's Retirement, Disability or
         death, or in cases of special circumstances, the Committee may, in its
         sole discretion, waive in whole or in part any or all of the remaining
         limitations imposed hereunder (if any) with respect to any or all of
         an award under this Section 8.

             (v) Each award under this Section 8 shall be confirmed by, and
         subject to the terms of, an agreement or other instrument by the
         Corporation and the participant.

             (vi) Stock (including securities convertible into Stock) issued on
         a bonus basis under this Section 8 may be issued for no cash
         consideration. Stock (including securities convertible into Stock)
         purchased pursuant to a purchase right awarded under this Section 8
         shall be priced at least 85% of the Fair Market Value of the Stock on
         the date of grant.



                                      14
<PAGE>

SECTION 9. AWARDS TO OUTSIDE DIRECTORS.

         (a) The provisions of this Section 9 shall apply only to awards to
Outside Directors in accordance with this Section 9. The Committee shall have
no authority to determine the timing, terms or conditions of any award under
this Section 9.

         (b) On the date of the Annual Meeting of Shareholders at which an
Outside Director is elected as an Outside Director for the first time, such
Outside Director will receive and on the date of the 1997 Annual Meeting of
Shareholders of the Corporation, each Outside Director will receive an
automatic grant of restricted stock pursuant to this Section 9 (the "Outside
Directors Restricted Stock") in a number of shares of stock which will be
determined by dividing:

             (i) $15,000 by

             (ii) the average of the daily closing prices of the Stock for the
         first five (5) trading days of the month in which the Annual Meeting
         is held (as reported in The Wall Street Journal), rounding up or down
         any fractional share of Stock to the nearest whole share.

         (c) The Outside Director Restricted Stock shall vest as follows:

             (i) At the first Annual Meeting of Shareholders following the
         Annual Meeting at which the Outside Director Restricted Stock was
         granted, if the grantee is still serving as a director of the
         Corporation, the Outside Director Restricted Stock shall vest with
         respect to one-third of the shares of the Outside Director Restricted
         Stock;

             (ii) At the second Annual Meeting of Shareholders following the
         Annual Meeting at which the Outside Director Restricted Stock was
         granted, if the director is still serving as a director of the
         Corporation, the Outside Director Restricted Stock shall vest with
         respect to one-half of the remaining shares of the Outside Director
         Restricted Stock; and

             (iii) At the third Annual Meeting of Shareholders following the
         Annual Meeting at which the Outside Director Restricted Stock was
         granted, if the director is still serving as a director of the
         Corporation, the Outside Director Restricted Stock shall vest with
         respect to the remaining shares of Outside Director Restricted Stock.

         (d) By written notice to the Secretary of the Corporation given at
least six months prior to the end of a fiscal year, an Outside Director may
elect irrevocably to receive all or a specified portion of his annual retainers
for board membership and any committee chairmanship for the following fiscal
year in a number of shares of restricted stock (the "Retainer Stock")
determined by dividing the total amount of retainer specified in the election
by 75% of the average of the daily closing prices of the Stock on the New York
Stock Exchange (as reported in The Wall Street Journal) for the last five
trading days of the fiscal year in which the election was made. Shares of the
Retainer Stock shall be granted as of the first business day of the fiscal year





                                      15
<PAGE>

as to which the election is effective, subject to forfeiture to the extent not
earned upon the Outside Director's ceasing to serve as a director or committee
chairman during such fiscal year.

         (e) Until the earlier of (i) five years from the date of grant and
(ii) the date on which the Outside Director ceases to serve as a director of
the Corporation (the " Outside Director Period of Restriction"), no Outside
Director Restricted Stock or Retainer Stock may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, otherwise than by will or by
the laws of descent and distribution.

         Each certificate representing Outside Director Restricted Stock and
Retainer Stock granted pursuant to this Section 9 shall bear the following
legend:

             "The sale or other transfer of the shares represented by this
             certificate, whether voluntary, involuntary, or by operation of
             law, is subject to certain restrictions on transfer set forth in
             the Genesco Inc. 1996 Stock Incentive Plan (the "Plan"), and rules
             of administration adopted pursuant to such Plan. A copy of the Plan
             and the rules of such Plan may be obtained from the Secretary of
             Genesco Inc."

Once the Outside Director Period of Restriction has lapsed, the grantee shall
be entitled to have the legend required by this Section 9 removed from such
stock certificate(s); provided however, that such certificate shall be subject
to any legend required by applicable state or federal law.

         (f) From the date on which the Outside Director Restricted Stock and
Retainer Stock is granted, grantees awarded such Stock may exercise full voting
rights with respect to the Outside Director Restricted Stock and Retainer
Stock.

         (g) Grantees holding Outside Director Restricted Stock or Retainer
Stock that has vested in accordance with Section 9(c) or (d) hereof shall be
entitled to receive all dividends and other distributions paid with respect to
such shares of Stock while they are so held. If any such dividends, or
distributions are paid in Stock, such shares of Stock shall be subject to the
same restrictions on transferability as the shares of Outside Director
Restricted Stock or Retainer Stock with respect to which they were paid.

         (h) Annually on the date of the Annual Meeting of Shareholders of the
Corporation, each Outside Director shall receive the automatic grant of options
(the "Outside Director Stock Options") to purchase 4,000 shares of Common Stock
at an exercise price equal to the Fair Market Value of the Common Stock on the
date of grant. The Outside Director Stock Options shall become exercisable six
months after their respective dates of grant, and shall expire at 11:59 p.m.
Nashville, Tennessee, time on the tenth anniversary of their respective dates
of grant. They may be exercised by giving written notice of exercise,
accompanied by payment in full of the exercise price, either by check or by
wire transfer of funds. The Outside Director Stock Options shall not be
transferable except by will or by the laws of descent and distribution. In the
event of the death of an Outside Director holding Outside Director Stock
Options, they may thereafter be exercised, to the extent they were exercisable
at the time of death, by the legal representative of the estate or by the
legatee under the will of the Outside Director, for a period




                                      16
<PAGE>

of one year after the date of death or until their earlier expiration,
whichever period is shorter. If an Outside Director ceases to serve on the
Board of Directors for any reason other than death, the Outside Director's
Outside Director Stock Options may thereafter be exercised, to the extent they
were exercisable at the date on which the holder's service terminated, for a
period of three months after such date or until their earlier expiration,
whichever period is shorter.

         (i) All restrictions imposed on the Outside Director Restricted Stock
and Retainer Stock shall expire and all Outside Director Stock Options shall
vest automatically upon a Change in Control, but the Outside Director
Restricted Stock, the Retainer Stock and the Outside Director Stock Options
shall not otherwise be subject to Section 10 hereof.

         (j) All shares of Outside Director Restricted Stock and Retainer Stock
and all Outside Director Stock Options which have not vested in accordance with
Section 9(c), (d) or (h), as applicable, at the time of a grantee's
resignation, removal or failure to be elected as a member of the Board of
Directors shall be forfeited and such forfeited shares shall again be available
for award hereunder.

         (k) The Board may not amend or alter this Section 9, except as
provided in Section 11, without the approval of the holders of a majority of
the issued and outstanding shares of Common Stock, and in no event shall this
Section 9 be amended more than once every six months, other than to comply with
changes in the Code or the Employee Retirement Income Security Act of 1974, as
amended, or the regulations thereunder.

SECTION 10.  CHANGE IN CONTROL PROVISIONS.

         (a) Impact of Event. In the event of:

             (1) a "Change in Control" as defined in Section 10(b) or

             (2) a "Potential Change in Control" as defined in Section 10(c),
         but only if and to the extent so determined by the Committee or the
         Board at or after grant (subject to any right of approval expressly
         reserved by the Committee or the Board at the time of such
         determination),

the following acceleration and valuation provisions shall apply if so
determined by the Board in its sole discretion:

             (i) Any Stock Appreciation Rights (including, without limitation,
         any Limited Stock Appreciation Rights) outstanding for at least six
         months and any Stock Option awarded under the Plan not previously
         exercisable and vested shall become fully exercisable and vested.

             (ii) The restrictions applicable to any Restricted Stock and Other
         Stock-Based Awards, in each case to the extent not already vested
         under the Plan, shall lapse and such shares and awards shall be deemed
         fully vested.



                                      17
<PAGE>

             (iii) Except as otherwise provided in Section 10(a)(iv) below, the
         value of all outstanding Stock Options, Stock Appreciation Rights,
         Restricted Stock and Other Stock-Based Awards, in each case to the
         extent vested, shall, unless otherwise determined by the Committee in
         its sole discretion at or (except in the case of an Incentive Stock
         Option) after grant but prior to any Change in Control, be cashed out
         on the basis of the "Change in Control Price" as defined in Section
         10(d) as of the date such Change in Control or such Potential Change
         in Control is determined to have occurred or such other date as the
         Committee may determine prior to the Change in Control.

             (iv) In the case of any Stock Options, Stock Appreciation Rights,
         Restricted Stock and Other Stock-Based Awards held by any person
         subject to Section 16(a) of the Exchange Act, the value of all such
         Stock Options, Stock Appreciation Rights, Restricted Stock or Other
         Stock-Based Awards, in each case to the extent that they are vested
         and have been held for at least six months, shall (unless otherwise
         determined by the Committee in its sole discretion) be cashed out on
         the basis of the "Change in Control Price" as defined in Section 10(d)
         as of the date of such Change in Control or such Potential Change in
         Control is determined to have occurred, but only if the Change in
         Control or Potential Change in Control is outside the control of the
         grantee for purposes of Rule 16b-3(e)(3) under the Exchange Act, or
         any successor provision promulgated by the Securities and Exchange
         Commission.

         (b) Definition of Change in Control. For purposes of Section 10(a), a
"Change in Control" means the happening of any of the following:

             (i) any person or entity, including a "group" as defined in Section
         13(d)(3) of the Exchange Act, other than the Corporation or a
         wholly-owned subsidiary thereof or any employee benefit plan of the
         Corporation or any of its Subsidiaries, becomes the beneficial owner
         of the Corporation's securities having 25% or more of the combined
         voting power of the then outstanding securities of the Corporation
         that may be cast for the election of directors of the Corporation
         (other than as a result of an issuance of securities initiated by the
         Corporation in the ordinary course of business); or

             (ii) as the result of, or in connection with, any cash tender or
         exchange offer, merger or other business combination, sales of assets
         or contested election, or any combination of the foregoing
         transactions, less than a majority of the combined voting power of the
         then outstanding securities of the Corporation or any successor
         corporation or entity entitled to vote generally in the election of
         the directors of the Corporation or such other corporation or entity
         after such transaction are held in the aggregate by the holders of the
         Corporation's securities entitled to vote generally in the election of
         directors of the Corporation immediately prior to such transaction; or

             (iii) during any period of two consecutive years, individuals who
         at the beginning of any such period constitute the Board cease for any
         reason to constitute at least a majority thereof, unless the election,
         or the nomination for election by the Corporation's stockholders, of
         each director of the Corporation first elected during such period was
         approved by a vote of at least two-thirds of the directors of the
         Corporation




                                      18
<PAGE>

         then still in office who were directors of the Corporation at the
         beginning of any such period.

         (c) Definition of Potential Change in Control. For purposes of Section
10(a), a "Potential Change in Control" means the happening of any one of the
following:

             (i) The approval by stockholders of an agreement by the
         Corporation, the consummation of which would result in a Change in
         Control of the Corporation as defined in Section 10(b); or

             (ii) The acquisition of beneficial ownership, directly or
         indirectly, by any entity, person or group (other than the Corporation
         or a Subsidiary or any Corporation employee benefit plan (including
         any trustee of such plan acting as such trustee)) of securities of the
         Corporation representing 5% or more of the combined voting power of
         the Corporation's outstanding securities and the adoption by the
         Committee of a resolution to the effect that a Potential Change in
         Control of the Corporation has occurred for purposes of this Plan.

         (d) Change in Control Price. For purposes of this Section 10, "Change
in Control Price" means the highest price per share paid in any transaction
reported on the New York Stock Exchange or such other exchange or market as is
the principal trading market for the Stock, or paid or offered in any bona fide
transaction related to a Potential or actual Change in Control of the
Corporation at any time during the 60 day period immediately preceding the
occurrence of the Change in Control (or, where applicable, the occurrence of
the Potential Change in Control event), in each case as determined by the
Committee except that, in the case of Incentive Stock Options and Stock
Appreciation Rights relating to Incentive Stock Options, such price shall be
based only on transactions reported for the date on which the optionee
exercises such Stock Appreciation Rights or, where applicable, the date on
which a cash out occurs under Section 10(a)(iii).

SECTION 11. AMENDMENTS AND TERMINATION.

         The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the rights of
an optionee or participant under a Stock Option, Stock Appreciation Right,
Restricted Stock, Other Stock-Based Award or Outside Director Restricted Stock
theretofore granted, without the optionee's or participant's consent or which,
without the approval of the Corporation's stockholders, would:

         (a) except as expressly provided in this Plan, increase the total
number of shares reserved for the purpose of the Plan;

         (b) materially increase the benefits accruing to participants under
the Plan; or

         (c) materially modify the requirements as to eligibility for
participation in the Plan.



                                      19
<PAGE>

         The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
above, no such amendment shall impair the rights of any holder without the
holder's consent. The Committee may also substitute new Stock Options for
previously granted Stock Options (on a one for one or other basis), including
previously granted Stock Options having higher option exercise prices.

         Subject to the above provisions, the Board shall have broad authority
to amend the Plan to take into account changes in applicable securities and tax
laws and accounting rules, as well as other developments.

SECTION 12.  UNFUNDED STATUS OF PLAN.

         The Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Corporation, nothing contained herein shall give
any such participant or optionee any rights that are greater than those of a
general creditor of the Corporation. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or payments in lieu of or with respect
to awards hereunder; provided, however, that, unless the Committee otherwise
determines with the consent of the affected participant, the existence of such
trusts or other arrangements is consistent with the" unfunded" status of the
Plan.

SECTION 13.  GENERAL PROVISIONS.

         (a) The Committee may require each person purchasing shares pursuant
to a Stock Option or other award under the Plan to represent to and agree with
the Corporation in writing that the optionee or participant is acquiring the
shares without a view to distribution thereof. The certificates for such shares
may include any legend which the Committee deems appropriate to reflect any
restrictions on transfer.

         All certificates for shares of Stock or other securities delivered
under the Plan shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations,
and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Stock is then listed, and any applicable Federal or
state securities law, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

         (b) Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.

         (c) The adoption of the Plan shall not confer upon any employee of the
Corporation or any Subsidiary or Affiliate any right to continued employment
with the Corporation or a Subsidiary or Affiliate, as the case may be, nor
shall it interfere in any way with the right of the




                                      20
<PAGE>

Corporation or a Subsidiary or Affiliate to terminate the employment of any of
its employees at any time.

         (d) No later than the date as of which an amount first becomes
includible in the gross income of the participant for Federal income tax
purposes with respect to any award under the Plan, the participant shall pay to
the Corporation, or make arrangements satisfactory to the Committee regarding
the payment of, any Federal, state, or local taxes of any kind required by law
to be withheld with respect to such amount. The Committee may require
withholding obligations to be settled with Stock, including Stock that is part
of the award that gives rise to the withholding requirement. The obligations of
the Corporation under the Plan shall be conditional on such payment or
arrangements and the Corporation and its Subsidiaries or Affiliates shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.

         (e) The actual or deemed reinvestment of dividends or dividend
equivalents in additional Restricted Stock (or other types of Plan awards) at
the time of any dividend payment shall only be permissible if sufficient shares
of Stock are available under Section 3 for such reinvestment (taking into
account then outstanding Stock Options and other Plan awards).

         (f) The Plan and all awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of
Tennessee.

         (g) The members of the Committee and the Board shall not be liable to
any employee or other person with respect to any determination made hereunder
in a manner that is not inconsistent with their legal obligations as members of
the Board. In addition to such other rights of indemnification as they may have
as directors or as members of the Committee, the members of the Committee shall
be indemnified by the Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any option
granted thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Corporation) or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to matters as to which it shall
be adjudged in such action, suit or proceeding that such Committee member is
liable for negligence or misconduct in the performance of his duties; provided
that within 60 days after institution of any such action, suit or proceeding,
the Committee member shall in writing offer the Corporation the opportunity, at
its own expense, to handle and defend the same.

         (h) In addition to any other restrictions on transfer that may be
applicable under the terms of this Plan or the applicable award agreement, no
Option, Stock Appreciation Right, Restricted Stock award, or Other Stock-Based
Award or other right issued under this Plan is transferable by the participant
other than by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined under the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended. The designation of
a beneficiary will not constitute a transfer.



                                      21
<PAGE>

SECTION 14.  EFFECTIVE DATE OF PLAN.

         The Plan shall be effective as of the date of approval of the Plan by
a majority of the votes cast on the question of the Plan's approval by the
holders of the Corporation's Stock.

SECTION 15.  TERM OF PLAN.

         No Stock Option, Stock Appreciation Right, Restricted Stock award,
Other Stock-Based Award or Outside Director Restricted Stock award shall be
granted pursuant to the Plan on or after the tenth anniversary of the date of
adoption by the Plan by the Board, but awards granted prior to such tenth
anniversary may be extended beyond that date.

                                      22