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                                                                    EXHIBIT 10.1


                        HAVERTY FURNITURE COMPANIES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                    As Amended and Restated February 7, 1995
                         and As Amended November 1, 1996
                  and As Amended and Restated October 29, 1999


1.       Purpose. The purpose of the Haverty Furniture Companies, Inc. Employee
         Stock Purchase Plan (the "Plan") is to encourage and enable eligible
         employees of Haverty Furniture Companies, Inc. (the "Company") and any
         of its subsidiaries to acquire proprietary interests in the Company
         through the ownership of Common Stock of the Company. The Company
         believes that employees who participate in the Plan will have a closer
         identification with the Company by virtue of their ability as
         stockholders to participate in the Company's growth and earnings. It is
         the intention of the Company to have the Plan qualify as an "employee
         stock purchase plan" under Section 423 of the Internal Revenue Code of
         1986, as amended (the "Code"). Accordingly, the provisions of the Plan
         shall be construed so as to extend and limit participation in a manner
         consistent with the requirements of that section of the Code.

2.       Definitions. The following words or terms have the following meanings:

         (a)      "Plan" shall mean this Haverty Furniture Companies, Inc.
                  Employee Stock Purchase Plan.

         (b)      "Company" shall mean Haverty Furniture Companies, Inc.

         (c)      "Board of Directors" shall mean the Board of Directors of the
                  Company or the Executive Committee of such Board.

         (d)      "Shares," "Stock" or "Common Stock" shall mean shares of the
                  $1.00 par value Common Stock of the Company.

         (e)      "Committee" shall mean the Stock Option Committee of the Board
                  of Directors of the Company.

         (f)      "Subsidiary" shall mean any corporation, if the Company owns
                  or controls, directly or indirectly, more than 50 percent of
                  the voting stock of such corporation.

         (g)      "Eligible Employee" shall mean a person regularly employed by
                  the Company or a Subsidiary on the effective date of any
                  offering of stock pursuant to the


                                   EX 10.1-1
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                  Plan; provided, however, that no person shall be considered an
                  Eligible Employee unless he or she is customarily employed by
                  the Company or a Subsidiary for at least twenty hours per week
                  and as of such effective date has been employed by the Company
                  or a Subsidiary for more than one year; and provided further,
                  that the Board of Directors may exclude the employees of any
                  specified Subsidiaries from any offering under the Plan. EX
                  10.1-9

         (h)      "Offer Period" shall mean, with respect to any offering of
                  Stock hereunder, the period specified by the Committee (which
                  shall normally consist of six (6) calendar months) during
                  which such offering is effective and outstanding.

         (i)      "Grant Date" shall mean the commencement date of the
                  applicable Offer Period.

         (j)      "Exercise Date" shall mean the termination date of the
                  applicable Offer Period.

         (k)      "Options" shall mean the right or rights granted to Eligible
                  Employees to purchase the Company's Common Stock under an
                  offering made under the Plan and pursuant to such Eligible
                  Employees' elections to participate in such offering.

         (l)      "Fair Market Value" shall mean the closing price of the
                  Company's $1.00 par value Common Stock as quoted on the
                  National Association of Securities Dealers, Inc. National
                  Market System.

         (m)      "Annual Pay" shall mean, with respect to any Eligible
                  Employee, the taxable earnings paid by the Employer to the
                  Eligible Employee and reported on his Form W-2 for the
                  calendar year preceding the year in which the applicable
                  offering commences; provided that Annual Pay will include (a)
                  basic salary or wages, (b) overtime pay, (c) bonuses, (d)
                  commissions, (e) amounts deferred under Internal Revenue Code
                  Sections 401(k) and/or 125 pursuant to the Eligible Employee's
                  salary reduction agreement, and (f) amounts deferred under the
                  Company's Top Hat Mutual Fund Option Plan and/or any other
                  deferred compensation plan maintained by the Company and
                  Annual Pay will exclude (a) employer-paid FICA taxes and
                  contributions under any qualified pension plan to the extent
                  not currently taxable to the Eligible Employee, (b) amounts
                  realized from the exercise of nonqualified stock options or
                  the lapse of restrictions on stock or other disposition of
                  stock acquired under a qualified or incentive stock option,
                  (c) the imputed value of group term life insurance, (d) cash
                  and noncash fringe benefits including taxable fringe benefits
                  from the use of Company-owned vehicles, (e) reimbursements and
                  expense allowances, (f) moving expenses, (g) welfare benefits,
                  (h) income realized upon a participant's actual or
                  constructive receipt of amounts payable under any deferred
                  compensation plan maintained by the Company, including,
                  without limitation, pursuant to exercise of an option to
                  acquire mutual fund shares at a discount pursuant to the
                  Company's Top Hat


                                   EX 10.1-2
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                  Mutual Fund Option Plan, and (i) other amounts which receive
                  special tax benefits.

         (n)      "Minimum Contribution" shall mean, with respect to any
                  offering under the Plan, 1% of Annual Pay.

3.       Shares Reserved for Plan. The Shares of the Company's Common Stock to
         be sold to Eligible Employees under the Plan may, at the election of
         the Company, be either treasury shares or shares originally issued for
         such purpose. The maximum number of Shares which shall be reserved and
         made available for sale under the Plan shall be 1,500,000 (giving
         effect to the June 30, 1993 stock split and the August 25, 1999 stock
         split) of which 396,500 shares remained available for issuance as of
         August 25, 1999 (after giving effect to the August 25, 1999 stock
         split). The Shares reserved may be issued and sold pursuant to one or
         more offerings under the Plan. With respect to each offering, the Board
         of Directors, or the Committee, will specify the number of Shares to be
         made available, the commencement date and the termination date of the
         applicable Offer Period and such other terms and conditions not
         inconsistent with the Plan as may be necessary or appropriate. In no
         event shall the Offer Period for any offering exceed 27 months.

                  In the event of a subdivision, combination or reclassification
         of the Company's Shares, the maximum number of Shares which may
         thereafter be issued and sold under the Plan and the number of Shares
         subject to options to purchase at the time of such subdivision,
         combination or reclassification will be proportionately increased or
         decreased, the terms relating to the price at which Shares subject to
         options to purchase will be sold will be appropriately adjusted, and
         such other action will be taken as in the opinion of the Board of
         Directors is appropriate under the circumstances.

4.       Administration of the Plan. Except as otherwise provided herein, the
         Plan shall be administered by the Committee. Subject to the provisions
         of Paragraph 6, the Committee shall be vested with full authority to
         make, administer and interpret such equitable rules and regulations
         regarding the Plan as it may deem advisable. Except as otherwise
         provided herein, any determination, decision or action of the Committee
         in connection with the construction, interpretation, administration or
         application of the Plan shall be final, conclusive and binding upon all
         Eligible Employees and any and all persons claiming under or through an
         Eligible Employee.

                  The Committee may act by a majority vote at a regular or
         special meeting of the Committee or by decision reduced to writing and
         signed by a majority of the members of the Committee without holding a
         formal meeting. Vacancies in the membership of the Committee shall be
         filled by the Board of Directors.

                  The Committee may request that the management of the Company
         appoint a "Plan Administrator" to carry out the administrative and
         ministerial functions necessary to implement the determinations,
         decisions and actions of the Committee with respect to


                                   EX 10.1-3
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         any offering under the Plan.

5.       Offerings. The Plan will be implemented by offerings made by the
         Company from time to time as determined by the Committee, but in any
         event not more than two times per year. Participation in any offering
         under the Plan shall neither limit, nor require, participation in any
         other offering except that no employee may have more than one
         authorization for a payroll deduction in effect simultaneously.

6.       Participation in the Plan. (a) Options to purchase the Company's Common
         Stock under the Plan shall be granted only to Eligible Employees. With
         respect to any offering under the Plan, options to purchase Shares
         shall be granted to all Eligible Employees of the Company and its
         Subsidiaries (other than any Subsidiary whose employees have been
         excluded from such offering by the Board of Directors) who have elected
         to participate in such offering as provided hereunder; provided,
         however, that the Board of Directors may determine that any offering of
         Common Stock under the Plan will not be extended to highly compensated
         employees (within the meaning of Section 414(q) of the Code) of the
         Company or its Subsidiaries, and provided further that in no event may
         an employee be granted an option under this Plan if such employee,
         immediately after the option is granted, owns Stock possessing five
         percent or more of the total combined voting power or value of all
         classes of capital stock of the Company or any Subsidiary.

                  (b)      For the purposes of determining stock ownership under
         this Paragraph 6, the rules of Section 424(d) of the Code shall apply
         and Stock which the employee may purchase under all outstanding options
         (whether or not granted under this Plan) shall be treated as Stock
         owned by the employee. Any decision relating to whether to include or
         exclude any officer or highly compensated employee of the Company
         pursuant to this Paragraph 6 shall be made only by the members of the
         Board of Directors who are not executive officers of the Company and
         who have not participated in this Plan or any similar employee stock
         option plan of the Company (except the Company's 1986, 1988 and 1993
         Non-Qualified Stock Option Plans) for a period of at least one year
         prior to such determination.

                  (c)      An Eligible Employee may become a participant by
         completing the form provided by the Company for such purpose in
         connection with the applicable offering and filing it with the Plan
         Administrator (or such other person as may be designated by the Company
         on such form) prior to the commencement date of the applicable
         offering.

                  (d)      With respect to any offer hereunder, each
         participating Eligible Employee shall have the same rights and
         privileges subject to the limitations set forth in Paragraph 10;
         provided, that the use of Annual Pay (which varies among Eligible
         Employees) as the basis for determining the number of Shares for which
         an Eligible Employee may be granted an option shall not be construed to
         create a difference in such rights and privileges so long as each
         Eligible Employee has the right to elect the same percentage of his
         Annual Pay as a payroll deduction under Paragraph 8.


                                   EX 10.1-4
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7.       Purchase Price. The purchase price for Shares purchased pursuant to the
         Plan will be the lesser of (a) an amount equal to 85% of the Fair
         Market Value of the Stock on the Grant Date, or if no Shares were
         traded on that day, on the last day prior thereto on which Shares were
         traded; or (b) an amount equal to 85% of the Fair Market Value of the
         Stock on the Exercise Date, or if no Shares were traded on that day, on
         the last day prior thereto on which Shares were traded. The purchase
         price for Shares purchased pursuant to the Plan will be payable only by
         means of payroll deductions as provided herein.

8.       Payroll Deductions. (a) In the form filed pursuant to Paragraph 6(c) a
         participant shall specify an amount which, in the aggregate during such
         offering, is not less than one percent (1%) and not more than ten
         percent (10%) of his Annual Pay which will be deducted from his pay in
         equal (or as nearly equal as is practicable) installments on each
         payday during the time he is a participant in such offering. Payroll
         deductions for a participant shall commence on the commencement date of
         the offering to which the authorization for a payroll deduction is
         applicable and shall end on the termination date of such offering
         unless sooner terminated by the Participant as provided in Paragraph
         13.

                  (b)      Intentionally omitted.

                  (c)      All payroll deductions made for a participant shall
         be credited to his account under the Plan.

                  (d)      A participant may discontinue his participation in
         the Plan as provided in Paragraph 13. During each Offer Period, a
         participant may reduce the rate of his payroll deductions one time for
         that offering by giving written notice of such reduction to the Plan
         Administrator; provided, however, that a participant who is not
         discontinuing his participation in the Plan as provided in Paragraph 13
         may not reduce the rate of his payroll deductions below that required
         to enable the participant to make the Minimum Contribution. If for any
         reason other than the termination of the participant's employment
         subject to Paragraph 13(c), a participant has no pay or his pay is
         insufficient (after other authorized deductions) to permit deduction of
         his scheduled payroll deductions hereunder during a portion of the
         Offer Period and such participant's actual payroll deductions during
         the Offer Period equal less than the Minimum Contribution, such
         participant shall be deemed to have elected to withdraw from the
         offering effective on the termination date of such offering as provided
         in Paragraph 11(a)(i).

9.       Grants of Options. Subject to the limitations set forth below in this
         Paragraph 9 or in Paragraph 10, each Eligible Employee participating in
         an offering shall be granted an option to purchase a fixed maximum
         number of Shares determined by the following procedure:

                  Step 1 -          Determine the aggregate amount which would
                                    be withheld from the


                                   EX 10.1-5
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                                    Eligible Employee's pay during the
                                    applicable Offer Period in accordance with
                                    such Eligible Employee's authorization for a
                                    payroll deduction;

                  Step 2 -          Determine the figure which represents 85%
                                    of the Fair Market Value on the Grant Date;

                  Step 3 -          Divide the figure determined in Step 1 by
                                    the figure determined in Step 2 and round
                                    off the quotient to the nearest whole
                                    number. Subject to the limitations set forth
                                    herein, this final figure shall be the fixed
                                    maximum number of Shares for which the
                                    Eligible Employee may be granted an option
                                    to purchase under the applicable offering.

         In the event the total maximum number of Shares for which options would
otherwise be granted in accordance with this Paragraph 9 under any offering
hereunder exceeds the number of Shares offered, the Company shall reduce the
maximum number of Shares for which Eligible Employees may be granted options to
allot the Shares available in such manner as it shall determine, but generally
pro rata, and shall grant options to purchase only for such reduced number of
Shares. In such event, the payroll deductions to be made pursuant to the
authorizations therefor shall be reduced accordingly (without regard to the
otherwise applicable Minimum Contribution) and the Company shall give written
notice of such reduction to each employee affected thereby.

         On the Grant Date each participating Eligible Employee shall be granted
an option to purchase the number of Shares determined under this Paragraph 9,
subject to the limitations set forth in Paragraph 10. Notice that an option has
been granted shall be given to each participating Eligible Employee and such
notice shall show the maximum number of Shares subject to such option and the
amount to be deducted from the Eligible Employee's pay for each payroll period
during the applicable Offer Period.

         All Shares included in any offering under the Plan in excess of the
total number of Shares for which options are granted hereunder and all Shares
with respect to which options granted hereunder are not exercised shall continue
to be reserved for the Plan and shall be available for inclusion in any
subsequent offering under the Plan.

10.      Limitations Of Number Of Options Which May Be Granted And Shares Which
         May Be Purchased. The following limitations shall apply with respect to
         the number of Shares for which each Eligible Employee who elects to
         participate in an offering under the Plan may be granted an option
         hereunder:

         (1)      No Eligible Employee may purchase Shares under any one
                  offering pursuant to the Plan for an aggregate purchase price
                  in excess of 10% of his Annual Pay; and


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         (2)      No Eligible Employee participating in an offering and not
                  withdrawing therefrom may purchase Shares under any one
                  offering pursuant to the Plan for an aggregate purchase price
                  which is less than 1% of his Annual Pay, unless such purchase
                  relates to the full number of shares subject to the option
                  granted to such Eligible Employee pursuant to the Plan; and

         (3)      No Eligible Employee shall be granted an option to purchase
                  Shares under the Plan if such Eligible Employee immediately
                  after such option is granted, owns stock or holds options to
                  purchase stock possessing in the aggregate five percent or
                  more of the total combined voting power or value of the
                  capital stock of the Company or of any Subsidiary (under the
                  rules set forth in Section 424(d) of the Code); and

         (4)      No Eligible Employee may be granted an option to purchase
                  Shares which permits his right to purchase Stock under the
                  Plan and all other stock option plans of the Company and of
                  any Subsidiary pursuant to Section 423 of the Code to accrue
                  at a rate which exceeds in any one calendar year $25,000 of
                  the fair market value of such Stock (determined on the Grant
                  Date).

11.      Exercise of Option. (a) Unless a participant's aggregate payroll
         deductions with respect to an offering are less than the Minimum
         Contribution (other than as the result of a reduction in payroll
         deductions pursuant to Section 9 hereof) or the participant gives
         written notice to the Company as hereinafter provided, his option to
         purchase Shares in such offering will be exercised automatically for
         him on the termination date of the applicable offering, for the
         purchase of the number of whole Shares subject to such participant's
         option which the accumulated payroll deductions in his account at that
         time will purchase at the applicable option price.

                  (b)      By written notice to the Company not earlier than
         ninety (90) days prior to the termination date of the applicable
         offering and not later than the day prior to such termination date, a
         participant may elect, effective on the termination date of such
         offering, to:

                  (i)      Withdraw all the accumulated payroll deductions in
                           his account at the termination date; or

                  (ii)     Exercise his option for a specified number of whole
                           Shares less than the number of whole Shares subject
                           to such option which the accumulated payroll
                           deductions in his account at the termination date
                           will purchase at the applicable option price;
                           provided, however, no participant may exercise an
                           option pursuant to this Paragraph 11(a)(2)(ii) for a
                           number of whole shares which is less than the number
                           of whole shares which such participant's Minimum
                           Contribution would purchase at the applicable option
                           price.


                                   EX 10.1-7
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12.      Delivery. As promptly as practicable after the termination of each
         offering, the Company will deliver to each participant, as appropriate,
         either the Shares purchased upon the exercise of his option together
         with a cash payment equal to the balance of any payroll deductions
         credited to his account during such offering which were not used for
         the purchase of Shares, or a cash payment equal to the total of the
         payroll deductions credited to his account during such offering.

13.      Withdrawal. (a) A participant may withdraw payroll deductions credited
         to his account under the Plan at any time by giving written notice to
         the Company. All of the participant's payroll deductions credited to
         his account will be paid to him promptly after receipt of his notice of
         withdrawal, and no further payroll deductions will be made from his pay
         except in accordance with an authorization for a new payroll deduction
         filed with respect to a different offering in accordance with Paragraph
         6(c).

                  (b)      A participant's withdrawal will not have any effect
         upon his eligibility to participate in a succeeding offering or in any
         similar plan which may hereafter be adopted by the Company.

                  (c)      Upon termination of the participant's employment for
         any reason, including retirement, the payroll deductions credited to
         his account will be returned to him, or, in the case of his death, to
         the person or persons entitled thereto under Paragraph 14 and all
         options granted to such participant hereunder and not previously
         exercised shall be deemed canceled.

14.      Designation of Beneficiary. A participant may file a written
         designation of a beneficiary who is to receive any Shares and cash to
         the participant's credit under the Plan in the event of such
         participant's death prior to delivery to him of such Shares and cash.
         Such designation of beneficiary may be changed by the participant at
         any time by written notice. Upon the death of a participant and upon
         receipt by the Company of proof of the identity and existence at the
         participant's death of a beneficiary validly designated by him under
         the Plan, the Company shall deliver such Shares and cash to such
         beneficiary. In the event of the death of a participant and in the
         absence of a beneficiary validly designated under the Plan who is
         living at the time of such participant's death, the Company shall
         deliver such Shares and cash to the executor or administrator of the
         estate of the participant, or if no such executor or administrator has
         been appointed (to the knowledge of the Company) the Company shall
         deliver such Shares and cash to the applicable court having
         jurisdiction over the administration of such estate. No designated
         beneficiary shall, prior to the death of the participant by whom he has
         been designated, acquire any interest in the Shares or cash credited to
         the participant under the Plan.

15.      Rights As Stockholder. An Eligible Employee shall have no rights as a
         stockholder with respect to Shares subject to an option until such
         option has been exercised with respect to such Shares in connection
         with the terms hereunder. A certificate for the Shares purchased will
         be issued as soon as practicable after the termination of the


                                   EX 10.1-8
<PAGE>   9

         applicable offering. Such Shares will be registered in the name of the
         applicable Eligible Employee.

16.      Options Not Transferable. Neither an Eligible Employee's options nor
         the payroll deductions credited to such Eligible Employee's account may
         be sold, pledged, assigned or transferred in any manner otherwise than
         by will or by the laws of descent and distribution, and during the
         lifetime of the Eligible Employee, such options may only be exercised
         by him or her. If this provision is violated the right of the Eligible
         Employee to exercise such options shall terminate and the only right
         remaining hereunder with respect to such options and such payroll
         deductions will be to have paid over to the person entitled thereto the
         amount then credited to the Eligible Employee's account.

17.      Application of Funds. All funds received by the Company pursuant to
         payroll deductions authorized in accordance with the terms hereof and
         held by the Company at any time may be used for any valid corporate
         purpose and will not be maintained in a segregated account.
         Participants shall not be entitled to earn interest on any such funds
         held by the Company hereunder. Until paid over to the applicable
         Eligible Employee or used to purchase Shares as provided hereunder, the
         amount of each Eligible Employee's payroll deductions in connection
         with any applicable offering shall represent an indebtedness of the
         Company to such Eligible Employee.

18.      Governmental Approvals or Consents. The Plan shall not be effective
         unless it is approved by the stockholders of the Company within 12
         months after the Plan is adopted by the Board of Directors of the
         Company. The Plan and any offerings and sales to Eligible Employees
         under it are subject to any governmental approvals or consents that may
         be or become applicable in connection therewith. The Board of Directors
         of the Company may make such changes in the Plan and include such terms
         in any offering under the Plan as may be necessary or desirable, in the
         opinion of counsel, so that the Plan will comply with the rules and
         regulations of any governmental authority and so that Eligible
         Employees participating in the Plan will be eligible for tax benefits
         under the Code or the laws of any state.

19.      Amendment or Termination. The Board of Directors of the Company may at
         any time terminate or amend the Plan. No such termination shall affect
         options previously granted, nor may an amendment make any change in any
         option theretofore granted which would adversely affect the rights of
         any participant nor may an amendment be made without prior approval of
         the stockholders of the Company if such amendment would:

         (1)      Increase the maximum number of shares authorized under
                  Paragraph 3 for sale under the Plan otherwise than as required
                  to reflect a subdivision, a combination or a reclassification
                  as provided in Paragraph 3 hereof; or

         (2)      Expand the persons eligible to participate in the Plan beyond
                  the employees of


                                   EX 10.1-9
<PAGE>   10

         the Company and its Subsidiaries.

20.      Notices. All notices or other communications by a participant to the
         Company under or in connection with the Plan shall be deemed to have
         been duly given when received by the Treasurer of the Company or when
         received in the form specified by the Company at the location, or by
         the person, designated by the Company for the receipt thereof.


                                   EX 10.1-10