Exhibit - 10.71
                                   GOODY'S FAMILY CLOTHING, INC.
                                   EXECUTIVE DEFERRAL PLAN




























Effective Date of Plan:  July 1, 1999


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                                            GOODY'S FAMILY CLOTHING, INC.
                                               EXECUTIVE DEFERRAL PLAN

                                                  Table of Contents

Article                                                                   Page

                  Preamble                                                   1

 1                Definitions                                                1

 2                Participation in the Plan                                  4

 3                Accounts Under the Plan                                    5

 4                Accrual of Benefits                                        5

 5                Vesting                                                    7

 6                Distributions to Participants                              8

 7                Amendment or Termination of the Plan                      11

 8                Plan Administration                                       12

 9                Miscellaneous                                             14
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                                                     Preamble

         The Goody's Family Clothing,  Inc. (the "Company")  hereby  establishes
the  Goody's  Family  Clothing,  Inc.  Executive  Deferral  Plan  (the  "Plan"),
effective as of the date specified herein.  The Company intends to establish and
maintain  the  plan  as an  unfunded  retirement  plan  for a  select  group  of
management or highly compensated employees.

         The  purpose  of the Plan is to  permit  designated  executives  of the
Company  to  accumulate  additional  retirement  income  through a  nonqualified
deferred  compensation  plan that  enables  them to make  Elective  Deferrals in
excess of those  permitted  under  the  Goody's  Family  Clothing,  Inc.  401(k)
Retirement Plan and to receive matching  contributions that are precluded by the
provisions  of that plan or by applicable  law.  This plan is an excess  benefit
plan within the meaning of Section 3(36) of ERISA and is unfunded.

                                                     ARTICLE 1

                                                     Definitions

         As used in this Plan, the following  capitalized words and phrases have
the meanings indicated, unless the context requires a different meaning:

         1.1 "Account" means amounts credited to a Participant under the Plan or
the  aggregate  of  all of a  Participant's  accounts.  The  Plan  includes  the
following types of Account:

                  (a) Salary Reduction Accrual Account; and

                  (b) Matching Contribution Accrual Account.

         1.2 "Allocation Date" means the last day of any Plan Year.

         1.3  "Beneficiary"   means  the  person  or  persons  designated  by  a
Participant,  or  otherwise  entitled,  to receive  any amount  credited  to his
Account that remains undistributed at his death.

         1.4 "Board of Directors" or "Board" means the board of directors of the
Company.

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

         1.6  "Committee"  means the  committee  appointed  in  accordance  with
Section 8.1 to administer the Plan.

         1.7  "Company"  means  Goody's  Family  Clothing,   Inc.,  a  Tennessee
corporation, and any subsidiaries, affiliates or any successor thereto.

         1.8  "Compensation"   means  the  aggregate   compensation  paid  to  a
Participant  by the Company for a Plan Year,  including  salary,  overtime  pay,
commissions,  bonuses  and all other  items  that  constitute  wages  within the
meaning of section  3401(a) of the Code or are  required  to be  reported  under
section  6041(d),  6051(a)(3)  or 6052 of the Code.  Compensation  also includes
Salary  Reduction  Accruals  under this Plan and any  Elective  Deferrals  under
cash-or-deferred  arrangements  or cafeteria  plans that are not  includible  in
gross  income by reason of  section  125 or  402(a)(8)  of the Code but does not
include any other amounts contributed  pursuant to, or received under, this Plan
or any other plan of  deferred  compensation.  Compensation  excludes  all stock
option transactions, relocation reimbursements, and automobile allowances.

         1.9  "Disability"  means a mental or physical  condition  that,  in the
opinion of a licensed physician approved by the Committee, renders a Participant
permanently  incapable  of  satisfactorily  performing  his usual duties for the
Company or the duties of such other  position as the Company may make  available
to him for which he is qualified by reason of training, education or experience.

         1.10 "Distributable Amount" means the portion of a Participant's Salary
Reduction  Accruals for a particular Plan Year eligible for either  distribution
in cash or deferral under the Qualified Plan in accordance with Section 6.1.

         1.11 "Early  Retirement  Date"  means the later of (a) a  Participant's
fifty-fifth (55th) birthday or (b) his completion of ten (10) Years of Service.

         1.12  "Effective  Date" means July 1,1999,  the date on which this Plan
went into effect.

         1.13 "Eligible Employee" means: 1. all officers, directors, buyers, and
district/regional  managers of the Company  with annual  compensation  excluding
bonus, that was paid in the year prior to the year of deferral, in excess of the
amount defined in IRC Section 414(q) for a highly  compensated  employee;  or 2.
all officers,  directors,  buyers, and district/regional managers of the Company
with annual compensation including bonus, that was paid in the year prior to the
year of deferral, totaling in excess of the amount defined in IRC Section 414(q)
for a highly compensated employee plus $10,000.

         1.14 "Entry Date" means the Effective  Date and each January 1st, April
1st, July 1st or October 1st thereafter.

         1.15  "Matching  Contribution  Accrual"  means an amount  credited to a
Participant's Account in accordance with Section 4.1.2.

         1.16  "Matching   Contribution   Accrual  Account"  means  the  account
established to record Matching Contribution Accruals on a Participant's behalf.

         1.17 "Normal  Retirement  Date" means the later of (a) a  Participant's
sixty-fifth (65th) birthday or (b) his completion of five (5) Years of Service.

         1.18  "Participant"  means any  Eligible  Employee  who  satisfies  the
conditions for participation in the Plan set forth in Section 2.1.

         1.19 "Plan" means the Goody's Family Clothing,  Inc. Executive Deferral
Plan, as set forth herein and as from time to time amended.

         1.20 "Plan Year" means the accounting  year of the Plan,  which ends on
December 31st.

         1.21 "Qualified  Plan" means the Goody's Family  Clothing,  Inc. 401(k)
Retirement Plan, as from time to time amended.

         1.22 "Salary Reduction  Accrual" means an amount credited to the Salary
Reduction Accrual Account pursuant to a Salary Reduction Agreement.

         1.23 "Salary Reduction  Accrual Account" means the account  established
to record Salary Reduction  Accruals  authorized by Participants under the terms
of this Plan.

         1.24  "Salary  Reduction   Agreement"  means  an  agreement  between  a
Participant and the Company,  under which the Participant  agrees to a reduction
in his  Compensation  and the Company agrees to credit him with Salary Reduction
Accruals under this Plan.

         1.25  "Termination  of  Employment"  means a  Participant's  or  former
Participant's  separation  from  the  service  of  the  Company  (including  all
affiliates of the Company) by reason of his resignation,  retirement,  discharge
or death.

         1.26  "Trust"  or "Trust  Fund"  means any  trust  established  to hold
amounts set aside by the Company in accordance with Section 4.4.

         1.27 "Trustee" means the committee  appointed by the Board of Directors
and any additional or successor trustee of the Trust Fund.

         1.28  "Valuation  Date" means any Allocation Date and any other date as
of which the value of Participants' Accounts is determined.

         1.29  "Years of  Service"  means the total  number of years for which a
Participant has received credit toward vesting under the Qualified Plan.

         1.30  Rules of construction

         1.30.1  Governing law. The  construction and operation of this Plan and
Trust are governed by the laws of Tennessee.

         1.30.2  Undefined  terms.  Unless the context clearly  requires another
meaning,  any term not  specifically  defined  in this Plan is used in the sense
given to it by the Qualified Plan.

         1.30.3 Headings. The headings of Articles, Sections and Subsections are
for reference only and are not to be utilized in construing the Plan.

         1.30.4 Gender. Unless clearly  inappropriate,  all pronouns of whatever
gender refer indifferently to persons or objects of any gender.

         1.30.5  Singular and plural.  Unless  clearly  inappropriate,  singular
terms refer also to the plural number and vice versa.

         1.30.6  Severability.  If any provision of this Plan is held illegal or
invalid for any reason, the remaining provisions are to remain in full force and
effect and to be construed and enforced in  accordance  with the purposes of the
Plan as if the illegal or invalid provision did not exist.


                                                      ARTICLE 2

                                              Participation in the Plan

         2.1 Commencement of participation. An employee of the Company becomes a
Participant  on the  earliest  Entry  Date  on  which  he  satisfies  all of the
following conditions:

                  (a) he is an Eligible Employee;

                  (b) he is eligible to make elective deferrals to the Qualified
Plan; and

                  (c) he has executed a valid Salary Reduction Agreement that is
still in effect.

         2.2 Cessation of participation.  If a Participant ceases to satisfy any
of the  conditions  set forth in Section  2.1,  his  participation  in this Plan
terminates immediately, except that his Account will continue to be held for his
benefit and will be  distributed  to him in  accordance  with the  provisions of
Article  5. He may resume  participation  as of any Entry Date on which he again
satisfies the conditions of Section 2.1.





                                                      ARTICLE 3

                                              Accounts Under the Plan

         3.1 Establishment of Accounts.  The accounts  specified in this Section
3.1 are  established  under the Plan to record the  liability  of the Company to
Participants.  All Accounts may be maintained  on the books of the Company,  and
the Company is under no  obligation to segregate any assets to provide for these
liabilities.  Should the  Company  elect to  segregate  assets into a trust fund
pursuant to Section 4.4 of the Plan, the accounts  specified in this Section 3.1
may be maintained on the books of such fund.

         3.1.1 Salary Reduction  Accrual  Accounts.  A Salary Reduction  Accrual
Account is  maintained  for each  Participant  for the purpose of recording  the
current value of his Salary Reduction Accruals.

         3.1.2 Matching  Contribution Accrual Accounts. A Matching  Contribution
Accrual Account is maintained for each  Participant for the purpose of recording
the value of Matching Contribution Accruals credited on his behalf in accordance
with Section 4.1.2.

         3.2  Valuation of Accounts

         3.2.1  Timing  of  valuation.  All  Accounts  are  valued  as  of  each
Allocation Date and as of any other Valuation Date fixed by the Committee.

         3.3 Method of valuing  Accounts.  The value of an  Account  as of any
 Valuation  Date is equal to the sum
of -

     (a) the fair market value of the Account's interest in the Trust Fund, plus

                  (b) any benefits accrued under Article 4 with respect to which
         the Company has not made contributions to the Trust Fund, with interest
         thereon at the rate  established  by the Committee in  accordance  with
         Section 4.6.


                                                      ARTICLE 4

                                                 Accrual of Benefits

         4.1 Types of contribution.  For any Plan Year,  Participants may accrue
benefits under each of the provisions of this Section 4.1.

         4.1.1 Salary Reduction Accruals. Salary Reduction Accruals are credited
to each Participant to the extent specified in his Salary Reduction Agreement in
effect for the Plan Year.

         4.1.2  Accrual of Matching  Contributions.  The amount of such Matching
Contributions  made on  behalf  of  Salary  Reduction  Agreements  shall be such
amount, if any, equal to that percentage of each Participant's  Salary Reduction
Agreement which the Committee,  in its sole discretion,  determines from year to
year.

         4.2 Timing of accruals.  Salary Reduction Accruals are deemed to accrue
on the  date  on  which  the  Participant  would  otherwise  have  received  the
Compensation that he elected to defer. Matching Contribution Accruals are deemed
to accrue on the date of the Salary  Reduction  Accruals to which they relate. A
Participant  whose  Termination of Employment  occurred before the date on which
any amount described in Section 4.1 would otherwise have accrued is not entitled
to that  accrual,  unless  his  Termination  of  Employment  was  due to  death,
Disability  or  retirement  at or after  his  Early  Retirement  Date or  Normal
Retirement Date.

         4.3  Salary Reduction Agreements

         4.3.1 Authorization of Salary Reduction Accruals. By executing a Salary
Reduction Agreement with respect to a Plan Year, a Participant may elect to have
Salary  Reduction  Accruals  credited under the Plan on his behalf.  The current
salary and bonus of a Participant who executes a Salary Reduction  Agreement are
reduced by the amount specified in his election,  and an equal amount is accrued
under the Plan in accordance  with Section 4.1.1.  An employee who first becomes
an Eligible Employee within a Plan Year may execute a Salary Reduction Agreement
to become  effective  upon the next Entry Date into the Plan.  An agreement  may
specify  whether  the  reduction  is applied as a  percentage  amount to regular
salary, to bonuses,  or to both. Salary Reduction  Contributions may not be made
with respect to Compensation  other than salary and bonuses.  A Salary Reduction
Agreement  becomes  irrevocable  as of the latest date on which it could be made
for a Plan Year.

         4.3.2  Timing  of  Salary  Reduction  Agreements.  A  Salary  Reduction
Agreement  with respect to any Plan Year after this Plan's  initial year must be
executed  no  later  than  the last day of the  preceding  Plan  Year.  A Salary
Reduction  Agreement  for the  initial  Plan Year must be  executed  before  the
Effective  Date. No Salary  Reduction  Agreement may be amended or revoked after
the last day on which it could have been  executed,  except that an agreement is
automatically  revoked if the  Participant who executed it ceases to be eligible
to participate in the Plan.

         4.3.3 Limitations on Salary Reduction Accruals.  The amount deferred by
a Participant in accordance  with Section 4.3.1 for any Plan Year may not exceed
the lesser of  twenty-five  percent  (25%) of his  Compensation  of that year or
$30,000, less his salary reduction contributions under the Qualified Plan.

         4.3.4 Election to defer  Distributable  Amount. A Participant's  Salary
Reduction  Agreement  must also state whether any  Distributable  Amount for the
Plan Year will be (a) deferred  under the Qualified  Plan or (b)  distributed to
him in cash.

         4.4  Contributions  to Trust Fund. The Company may, but is not required
to, establish a Trust Fund and make  contributions to it corresponding to any or
all amounts  accrued under Section 4.1.  These  contributions  are credited with
income,  expense,  gains and losses in accordance with the investment experience
of the Trust Fund. The Committee may direct the Trustee to establish  investment
funds within the Trust Fund and to permit  Participants to direct the allocation
of their Account  balances among these funds in accordance with rules prescribed
by the Committee.  The Committee may alter the available funds or the procedures
for allocating Account balances among them at any time.

         4.5 Status of the Trust Fund.  Notwithstanding  any other  provision of
this Plan,  all assets of the Trust Fund remain the  property of the Company and
are subject to the claims of its  creditors.  No  Participant  has any  priority
claim on Trust  assets or any  security  interest  or other  right in or to them
superior to the rights of general creditors of the Company.

         4.6 Interest on benefit  accruals.  Any benefit accruals under the Plan
with respect to which the Company does not make  contributions to the Trust Fund
in accordance with Section 4.4 are credited with interest.  Interest is credited
during  each  Plan  Year  at a  rate  equal  to the  average  interest  rate  on
thirty-year  United States Treasury bonds for the calendar month  preceeding the
first day of the Plan Year.  Interest accrues from the date of accrual specified
in Section  4.2  through  the date on which the  Company  makes a  corresponding
contribution  to the Trust Fund or the benefit is distributed to the Participant
or his  Beneficiary.  No  interest  will  be  credited  on any  benefit  accrual
attributable  to an  Account to the extent  the  Company  makes a  corresponding
deposit to the Trust Fund with respect to such benefit accrual prior to the 15th
business day of the month following the month in which the benefit accrual would
otherwise have been payable to the participant in cash.

         4.7 Nonalienability.  A Participant's rights under this Plan may not be
voluntarily or involuntarily assigned or alienated. If a Participant attempts to
assign his rights or enters into  bankruptcy  proceedings,  his right to receive
payments  personally under the Plan will terminate,  and the Committee may apply
them in such manner as will, in its  judgement,  serve the best interests of the
Participant.


                                                      ARTICLE 5

                                                       Vesting

         5.1 Definition of "vesting".  A Participant's  interest in his Accounts
is "vested" when it is not subject to forfeiture  for any reason.  The nonvested
portion of an Account is forfeited upon Termination of Employment for any reason
other  than  death,  Disability  or  retirement  on or  after  Early  or  Normal
Retirement Date.

         5.2  Vesting requirements

         5.2.1 When a Participant's  interest  becomes  vested.  A Participant's
interest in his Salary  Reduction  Accrual Account is fully (100%) vested at all
times.  The  percentage  of his  interest in his Matching  Contribution  Accrual
Account that is vested is based upon his number of Years of Service. The vesting
schedule  is  contained  in Section  5.2.2.  If any of the events  specified  in
Section 5.2.3 occurs,  the Participant's  interest in his Matching  Contribution
Accrual  Account is fully  (100%)  vested  regardless  of his number of Years of
Service.

5.2.2  Vesting   schedule.   Each  Participant  has,  on  any  date  before  his
termination,  Early Retirement, Normal Retirement, death or Disability, a vested
interest in his Matching  Contribution  Accrual  Account  based on his number of
Years of Service, in accordance with the following schedule:

                  Years of Vesting Service           Vested Percentage

                           1                                             0%
                           2                                            20%
                           3                                            40%
                           4                                            60%
                           5                                            80%
                           6                                           100%

         5.2.3 Full vesting upon Early Retirement,  Normal Retirement,  death or
Disability.  Regardless  of his  number  of Years of  Service,  a  Participant's
interest in his  Matching  Contribution  Accrual  Account  becomes  fully (100%)
vested upon (a) his Early  Retirement  Date,  Normal  Retirement Date or date of
death, if his  Termination of Employment has not previously  occurred or (b) the
Committee's  determination  that he is unable to continue to perform his regular
duties on account of Disability.


                                                      ARTICLE 6

                                            Distributions to Participants

         6.1      Distribution or Transfer of Salary Reduction Accruals

         6.1.1 Calculation of Distributable Amount. As soon as practicable after
the end of each Plan Year,  the  Committee  will  determine  each  Participant's
Distributable Amount, which equals the lesser of:


         (a) the excess, if any, of:
(i)               the  Elective  Deferrals  that he could  have  made  under the
                  Qualified Plan without causing Elective Deferrals and matching
                  contributions   under  the   Qualified   Plan  to  exceed  the
                  limitations of section  401(k)(3),  section 402(g), or section
                  401(m)(2) of the Code, over
(ii)     any Elective Deferrals he actually contributed directly to the
Qualified Plan,
      or      (b) except for any  Participant for whom Item  6.1.1(a)(i),  above
              would be limited by the Section  402(g)  limitation  for the year,
              his Salary Reduction Accruals for the Plan Year.

Item  6.1.1(a)(i)  above  will  be  calculated  on a  percentage  basis  for all
Participants.  For  Participants  electing  to have their  distributable  amount
distributed  directly to them in the form of cash,  the percentage so calculated
will be as follows:

                  Formula 1:  P = ((MA * NH) - DR) / (NP+1),
in which P equals the percentage to be calculated,  MA equals the maximum Actual
Deferral Percentage of all participants in the Qualified Plan, as defined in the
Qualified Plan Document,  who qualify as "highly compensated  employees" for the
year, NH equals the total number of  participants  in the Qualified Plan who are
highly  compensated  employees  for the year, DR equals the sum of the ratios of
elective  contributions  to the Qualified Plan to  compensation,  determined for
each individual who is a highly compensated employee for the year but who is not
a Participant in the Plan, and NP equals the number of  Participants in the Plan
who have elected to transfer their distributable amount to the Qualified Plan.

For Participants  electing to have their distributable amount transferred to the
Qualified Plan, the percentage so calculated will be as follows:

                  Formula 2:  P2 = ((MA * NH) - DR) / NP
in which P2 equals the percentage to be calculated, MA equals the maximum Actual
Deferral  Percentage of all  participants  in the Qualified  Plan who qualify as
"highly  compensated  employees"  for the year,  NH equals  the total  number of
participants in the Qualified Plan who are highly compensated  employees for the
year, DR equals the sum of the ratios of elective contributions to the Qualified
Plan to compensation, determined for each individual who is a highly compensated
employee for the year but who is not a  Participant  in the Plan,  and NP equals
the  number of  Participants  in the Plan who have  elected  to  transfer  their
distributable amount to the Qualified Plan.

         6.1.2  Distribution or transfer of Distributable  Amount. No later than
two  and  one-half  (2  1/2)  months  after  the end of  each  Plan  Year,  each
Participant's   Salary  Reduction   Accrual  Account  will  be  reduced  by  his
Distributable  Amount plus accrued  earnings (or loss) thereon,  and the Company
will transfer an amount equal to the Distributable  Amount to the Qualified Plan
as Elective Deferrals  together with the related earnings,  except to the extent
that he has elected,  in his Salary  Reduction  Agreement  for the Plan Year, to
have Distributable Amounts distributed to himself in the form of cash.

         6.1.3   Effect  of  deferral  of   Distributable   Amount  on  Matching
Contribution  Accrual  Accounts.  If a  Participant's  Distributable  Amount  is
contributed  to  the  Qualified  Plan  as an  elective  deferral,  his  Matching
Contribution  Accrual Account will be reduced by an amount equal to the matching
contributions  made on his  behalf  under the  Qualified  Plan on account of the
deferred Distributable Amount.

         6.1.4 Effect of  distribution  of  Distributable  Amount to Employee on
Matching Contribution Accrual Accounts. If a Participant's  Distributable Amount
is distributed to the  Participant  within two and one-half (2 1/2) months after
the end of the Plan Year and is not deferred into the Qualified Plan pursuant to
section 6.1.3 above, his Matching  Contribution  Accrual Account will be reduced
by an amount equal to the matching contribution amount that would have been made
on his  behalf  under this Plan on account  of the  Distributable  Amount.  This
Matching Contribution Accrual Amount will be forfeited by the Participant.

6.1.5  Initial  Year  Distributable  Amount.  This Plan is  effective  as of the
Effective  Date  specified in Section 1.11 of the Plan, and will have an initial
Plan Year of less than twelve months.  Calculation of the  Distributable  Amount
for this initial Plan Year, and subsequent  distribution  of such  distributable
amount  either  directly  to a  Participant  or  into  the  Qualified  Plan,  is
contingent upon the receipt by the Company of a favorable  private letter ruling
from the Internal Revenue Service prior to March 15, 2000.

         6.2 Manner of distribution. All distributions (other than Distributable
Amounts  governed by Section 6.1) to a Participant or Beneficiary will be in the
form of a single lump-sum payment.

         6.3 Type of property to be distributed. All distributions from the Plan
to  Participants  and  Beneficiaries  are made in  cash,  unless  the  Committee
determines that other property should be distributed.

         6.4 Manner of  distribution to minors or  incompetents.  If at any time
any  distributee  is, in the judgment of the Committee,  legally,  physically or
mentally  incapable of receiving any  distribution  due to him, the distribution
will be made to the guardian or legal representative of the distributee,  or, if
none  exists,  to any  other  person or  institution  that,  in the  Committee's
judgment,  will apply the  distribution  in the best  interests  of the intended
distributee.

         6.5  Election of Beneficiary

         6.5.1  Designation  or change of Beneficiary  by  Participant.  When an
Eligible  Employee  qualifies for  participation in the Plan, the Committee will
send him a Beneficiary  designation  form, on which he may designate one or more
Beneficiaries  and  successor  Beneficiaries.   A  Participant  may  change  his
Beneficiary  designation  at any time by  filing  the  prescribed  form with the
Committee.  The consent of the Participant's current Beneficiary is not required
for a change of Beneficiary  and no  Beneficiary  has any rights under this Plan
except as are provided by its terms. The rights of a Beneficiary who predeceases
the  Participant  who designated  him shall  immediately  terminate,  unless the
Participant has specified otherwise.

         6.5.2   Beneficiary  if  no  election  is  made.   Unless  a  different
Beneficiary has been elected in accordance  with Section 6.4.1,  the Beneficiary
of any  Participant  who is  lawfully  married  on the date of his  death is his
surviving  spouse.  The  Beneficiary of any other  Participant  who dies without
having designated a Beneficiary is his estate.

         6.6 Date of  Distribution.  Distribution of the benefits  accrued under
the Plan shall occur upon the earliest of: (i) a  participant's  Termination  of
Employment for any purpose, (ii) a Participant's death or Disability,  and (iii)
the termination of the Plan.


                                                      ARTICLE 7

                                        Amendment or Termination of the Plan

         7.1 Company's  right to amend Plan.  The Board of Directors may, at any
time and from time to time, amend, in whole or in part, any of the provisions of
this Plan or may terminate it as a whole or with respect to any  Participant  or
group of  Participants.  Any such amendment is binding upon all Participants and
their  Beneficiaries,  the  Trustee,  the  Committee  and all other  parties  in
interest.

         7.2 When amendments take effect.  A resolution  amending or terminating
the Plan becomes effective as of the date specified therein.

         7.3  Restriction  on retroactive  amendments.  No amendment may be made
that retroactively deprives a Participant of any benefit accrued before the date
of the amendment.




                                                      ARTICLE 8

                                                 Plan Administration

         8.1  The  Administrative  Committee.  The  Plan  is  administered  by a
Committee consisting of one or more persons appointed by the Board of Directors.
The Board may remove any member of the  Committee  at any time,  with or without
cause,  and may fill any vacancy.  If a vacancy occurs,  the remaining member or
members of the Committee  have full  authority to act. The Board is  responsible
for  transmitting  to the Trustee  the names and  authorized  signatures  of the
members of the Committee and, as changes take place in membership, the names and
signatures of new members.  Any member of the Committee may resign by delivering
his written  resignation to the Board,  the Trustee and the Committee.  Any such
resignation  becomes  effective  upon its  receipt by the Board or on such other
date as is agreed to by the Board and the resigning  member.  The Committee acts
by a majority of its members at the time in office and may take action either by
vote at a meeting or by consent in writing without a meeting.  The Committee may
adopt such rules and appoint such  subcommittees  as it deems  desirable for the
conduct of its affairs and the administration of the Plan.

         8.2 Powers of the Committee. In carrying out its duties with respect to
the general  administration  of the Plan,  the Committee has, in addition to any
other powers conferred by the Plan or by law, the following powers:

                  (a) to determine all questions relating to eligibility to
participate in the Plan;

                  (b) to compute  and certify to the Trustee the amount and kind
         of distributions payable to Participants and their Beneficiaries;

                  (c) to maintain all records  necessary for the  administration
         of the Plan that are not maintained by the Company or the Trustee;

                  (d) to interpret  the  provisions  of the Plan and to make and
         publish  such  rules  for  the  administration  of the  Plan as are not
         inconsistent with the terms thereof;

                  (e) to establish and modify the method of  accounting  for the
Plan or the Trust;

                  (f) to employ counsel,  accountants  and other  consultants to
         aid in exercising its powers and carrying out its duties hereunder; and

                  (g) to  perform  any other acts  necessary  and proper for the
         administration  of the Plan,  except  those that are to be performed by
         the Trustee.

         8.3  Indemnification

         8.3.1  Indemnification of members of the Committee by the Company.  The
Company  agrees to  indemnify  and hold  harmless  each member of the  Committee
against  any and all  expenses  and  liabilities  arising  out of his  action or
failure to act in such capacity, excepting only expenses and liabilities arising
out of his own willful misconduct.  This right of indemnification is in addition
to any other rights to which any member of the Committee may be entitled.

         8.3.2  Liabilities for which members of the Committee are  indemnified.
Liabilities and expenses  against which a member of the Committee is indemnified
hereunder include, without limitation, the amount of any settlement or judgment,
costs, counsel fees and related charges reasonably incurred in connection with a
claim asserted or a proceeding brought against him or the settlement thereof.

         8.3.3  Company's  right to settle  claims.  The Company may, at its own
expense,  settle any claim asserted or proceeding  brought against any member of
the Committee  when such  settlement  appears to be in the best interests of the
Company.

         8.4 Claims  procedure.  If a dispute arises between the Committee and a
Participant or Beneficiary  over the amount of benefits  payable under the Plan,
the  Participant or  Beneficiary  may file a claim for benefits by notifying the
Committee in writing of his claim.  The Committee will review and adjudicate the
claim.  If the  claimant  and the  Committee  are  unable  to  reach a  mutually
satisfactory  resolution  of the dispute,  it will be  submitted to  arbitration
under  the  rules of the  American  Arbitration  Association.  Each  Participant
agrees, by the execution of a Salary Reduction Agreement,  that arbitration will
be the sole means of resolving  disputes  arising under the Plan and waives,  on
behalf of himself and his Beneficiary, any right to litigate any such dispute in
a court of law.

         8.5 Expenses of the Committee. The members of the Committee shall serve
without  compensation  for services as such.  All expenses of the  Committee are
paid by the Company.

         8.6 Expenses of the Plan. The expenses of administering  the Plan shall
be paid by the Company.

                                                      ARTICLE 9

                                                    Miscellaneous

         9.1 Plan not a contract of employment.  The adoption and maintenance of
the Plan does not constitute a contract  between the Company and any Participant
and is not a  consideration  for the  employment of any person.  Nothing  herein
contained  gives any  Participant  the right to be retained in the employ of the
Company or derogates from the right of the Company to discharge any  Participant
at any time without  regard to the effect of such discharge upon his rights as a
Participant in the Plan.

         9.2 No rights  under Plan except as set forth  herein.  Nothing in this
Plan, express or implied, is intended, or shall be construed,  to confer upon or
give to any person, firm,  association,  or corporation,  other than the parties
hereto and their successors in interest, any right, remedy, or claim under or by
reason of this Plan or any covenant,  condition,  or stipulation hereof, and all
covenants,  conditions  and  stipulations  in this Plan,  by or on behalf of any
party, are for the sole and exclusive benefit of the parties hereto.

         9.3 Plan operations  contingent on favorable Private Letter Ruling. The
coordination  feature of this Plan with the Goody's Qualified Plan, as described
in Section  6.1,  is  contingent  on the Company  obtaining a favorable  Private
Letter Ruling from the Internal  Revenue  Service.  If a favorable ruling is not
received, the provisions in Section 6.1 will not apply and Distributable Amounts
will be distributed only in accordance with Section 6.2.

         IN WITNESS  WHEREOF,  Goody's  Family  Clothing,  Inc. has caused these
presents to be executed by its duly authorized officer and its corporate seal to
be hereunto  affixed by authority  of its Board of Directors  this ______ day of
________________.

                                                   GOODY'S FAMILY CLOTHING, INC.

         [Corporate Seal]
                                              By _______________________________



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