Exhibit - 10.79
                          GOODY'S FAMILY CLOTHING, INC.
                              AMENDED AND RESTATED
                            1991 STOCK INCENTIVE PLAN



     .........THIS INDENTURE is made as of the 12th day of September,  1991, and
amended and restated as of January ____,  1992,  May 13, 1998 and June 21, 2000,
by Goody's  Family  Clothing,  Inc., a corporation  organized and doing business
under the laws of the State of Tennessee (the "Company").

1........Purpose.
----------------

              The Company is adopting the Goody's  Family  Clothing,  Inc.  1991
              Stock  Incentive  Plan (the  "Plan")  to  secure  and  retain  the
              services of  directors  and key  employees  of the Company and any
              subsidiaries by giving them an opportunity to invest in the future
              success of the Company. The Board of Directors of the Company (the
              "Board of  Directors")  believes  the Plan will  promote  personal
              interest in the  welfare of the Company by, and provide  incentive
              to, the  individuals  who are primarily  responsible  both for the
              regular  operations  of and for shaping and  carrying out the long
              term plans of the Company,  thus facilitating the continued growth
              and financial success of the Company.

2.       Administration.
-----------------------

              The Board of Directors  shall  appoint at least two of its members
              to a committee (the  "Committee") that will administer the Plan on
              behalf of the Company. Except as may otherwise be provided in Rule
              16b-3 of the  Securities  Exchange Act of 1934, no person shall be
              appointed as a member of the  Committee who is, or within one year
              prior to his becoming a member of the  Committee  was,  granted or
              awarded equity  securities  pursuant to the Plan or any other plan
              of the Company or an  affiliate,  except that  participation  in a
              formula plan or participation which does not disqualify a director
              from  being  disinterested  as  provided  in  Rule  16b-3  of  the
              Securities Exchange Act of 1934 shall not disqualify a person from
              becoming a member of the Committee. Notwithstanding the foregoing,
              prior  to the  initial  public  offering  of  common  stock of the
              Company, the Plan shall be administered by the Board of Directors.

         Each member of the  Committee  shall serve at the pleasure of the Board
of Directors,  which may fill any vacancy, however caused, in the Committee. The
Committee  shall select one of its members as a chairman and shall hold meetings
at the  times  and in the  places  as it may deem  advisable.  All  actions  the
Committee takes shall be made by majority  decision.  Any action  evidenced by a
written  instrument  signed by all of the members of the  Committee  shall be as
fully  effective as if the  Committee had taken the action by majority vote at a
meeting duly called and held.

         Subject to the express provisions of the Plan, the Committee shall have
complete authority, in its discretion, to determine:

     (a)......the   directors   and  key   employees  of  the  Company  and  any
subsidiaries  to whom,  the times  when,  and the prices at which it shall grant
options;

         (b)......the  type of options to be  granted,  i.e.,  either  incentive
stock options (the  "Incentive  Stock Options") as defined in Section 422 of the
Internal  Revenue Code of 1986, as amended (the "Code") or  non-qualified  stock
options (the "Non-Qualified Stock Options") (collectively, the "Options");

(c)      the total number of Options to grant to an optionee;

(d)      the time and duration of the period of exercise of each Option;

(e)      the number of shares of common stock of the Company subject to each
         Option; and

(f)      the terms and conditions for payment.

         The Committee shall also have complete and conclusive  authority to (1)
interpret the Plan,  (2)  prescribe,  amend,  and rescind rules and  regulations
relating  to it, (3)  determine  the terms and  provisions  of the stock  option
agreements  the Company makes with  optionees  (the  "Agreement"),  the terms of
which need not be identical,  and (4) make all other determinations necessary or
advisable for the administration of the Plan. The Committee's  determinations on
these matters shall be conclusive.

         In addition to any other rights of  indemnification  that they may have
as directors of the Company or as members of the Committee, the directors of the
Company and members of the Committee shall be indemnified by the Company 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 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 the settlement is approved by  independent  legal
counsel  selected by the Company) or paid by them in  satisfaction of a judgment
in any action, suit or proceeding,  except in relation to matters as to which it
shall be adjudged in the action, suit or proceeding that the Committee member is
liable for gross  negligence  or misconduct  in the  performance  of his duties;
provided  that  within  60  days  after  institution  of  any  action,  suit  or
proceeding,   a  Committee  member  shall  in  writing  offer  the  Company  the
opportunity, at its own expense, to handle and defend the same.

3.       Eligibility.
--------------------

              The  Committee  shall  grant  Options  only to  directors  and key
              employees of the Company or its subsidiaries;  provided,  however,
              that  an  Incentive  Stock  Option  may  only be  granted  if such
              individual  is an employee of the Company or a  subsidiary  within
              the meaning of Code Section  424(f) (a  "Subsidiary").  Subject to
              the limits set forth in this Plan,  the  Committee at any time may
              grant additional Options to directors or key employees to whom the
              Committee had previously granted Options,  so that an optionee may
              hold more than one Option at the same time.

4.       Stock Subject to Plan.
------------------------------

              The Company has  authorized  and reserved  for  issuance  upon the
              exercise  of  Options  pursuant  to the Plan an  aggregate  of one
              million six hundred fifty  thousand  (1,650,000)  shares of no par
              value common stock of the Company (the "Shares"). If any Option is
              cancelled,  expires or terminates without the respective  optionee
              exercising  it in full,  the  Committee  may  grant  Options  with
              respect to those  unpurchased  Shares to that same  optionee or to
              another eligible individual or individuals.

         The  Committee  shall  adjust  the  total  number  of  Shares  and  any
outstanding  Options,  both as to the number of Shares and the option price, for
any increase or decrease in the number of  outstanding  Shares  resulting from a
stock split or a payment of a stock  dividend on the Shares,  a  subdivision  or
combination of the Shares, a  reclassification  of the Shares in accordance with
the provisions of the next paragraph, a merger or consolidation of the Shares or
any other like changes in the Shares or in their value.  The Committee shall not
issue fractional  shares as a result of any of these changes and shall eliminate
from the  outstanding  Options  any  fractional  shares  that result from such a
change. The Committee shall not adjust outstanding Options for cash dividends or
the issuance of rights to subscribe  for  additional  stock or securities of the
Company.

         Except as provided in the following paragraph,  after any merger of one
or more  corporations  into the Company,  any merger of the Company into another
corporation,   any   consolidation   of  the  Company  and  one  or  more  other
corporations,  or any other corporate  reorganization  to which the Company is a
party that involves any exchange,  conversion,  adjustment or other modification
of the  outstanding  Options,  each option holder shall receive at no additional
cost  upon the  exercise  of his  Option,  subject  to any  required  action  by
stockholders  and in lieu of the number of Shares as to which he would otherwise
exercise the Option, the number and class of shares of stock or other securities
or  any  other  property  to  which  the  terms  of  the  agreement  of  merger,
consolidation,  or other  reorganization  would  entitle  the  option  holder to
receive, if, at the time of the merger, consolidation,  or other reorganization,
the  option  holder  had been a holder of  record of the  number of Shares as to
which he could  exercise  the Option.  Comparable  rights  shall  accrue to each
option  holder  in the  event of  successive  mergers,  consolidations  or other
reorganizations.

         In the event of a sale of all or substantially  all the common stock or
property  of the  Company or the merger or  consolidation  of the  Company  into
another  corporation where the purchaser of such common stock or property or the
corporation  into which the Company is merged or consolidated  does not agree to
the  assumption  of the  Options,  (a) an  optionee  who  is  considered  by the
Committee to be subject to Section 16 of the Securities Exchange Act of 1934 may
elect in lieu of  exercising  the  Option,  but  subject to  disapproval  by the
Committee in its sole discretion,  to receive cash in an amount equal to (1) the
difference  between (i) the then per share fair market value of the Shares as of
the effective date of the event,  as determined by the  Committee,  and (ii) the
per share exercise price as determined by the optionee's  Agreement,  multiplied
by (2) the  number  of  Shares  for which the  Option  has not  previously  been
exercised,  whether or not then currently  exercisable;  and (b) notwithstanding
whether an optionee may make an election  described in (a) above,  the Committee
may elect to terminate any or all Options  granted  pursuant to the terms hereof
in consideration  of the payment to each affected  optionee of an amount in cash
determined  in the same  manner  as the cash  payment  described  in (a) of this
paragraph.

         The  foregoing  adjustments  and  the  manner  of  application  of  the
foregoing   provisions  shall  be  determined  by  the  Committee  in  its  sole
discretion.  Any  adjustment  may provide for the  elimination of any fractional
Share which might otherwise become subject to an Option.

         The grant of an Option by the Committee shall not affect in any way the
right  or  power  of  the  Company  to  make   adjustments,   reclassifications,
reorganizations,  or changes in its capital or business structure,  or to merge,
consolidate,  dissolve,  liquidate,  sell  or  transfer  all or any  part of its
business or assets.

5.       Terms and Conditions of All Options.
--------------------------------------------

              Each Option  granted  pursuant to the Plan shall be  authorized by
              the  Committee  and shall be evidenced by an Agreement in the form
              and containing the terms and conditions as the Committee from time
              to time may determine, provided that each Agreement shall:

(a)      state the number of Shares to which it pertains;

(b)      state the exercise price;

     (c) state  the  terms  and  conditions  for  payment,  except as  otherwise
provided in Section 10 of the Plan;

     (d) state the term of the Option, and the period or periods during the term
of the Option in which the optionee may exercise the option or portions thereof;

     (e) provide that the Option is not  transferable by the optionee other than
by will or the laws of lineal  descent  and, in the case of an Option other than
an Incentive  Stock Option,  other than (i) to the spouse or any lineal ancestor
or descendant  of the optionee,  (ii) to any trust,  the sole  beneficiaries  of
which are any one or all of such optionee , such optionee's spouse or any lineal
ancestors  or  descendants  of such  optionee,  and (iii) to any other person or
entity as the  Committee  may approve.  A holder of an Option or Formula  Option
other than the optionee  may not transfer  such Option other than by will or the
laws of lineal descent;

(f)                        provide that,  with respect to any Options granted to
                           an employee, the Option shall terminate as of 30 days
                           after the date the optionee  ceases to be an employee
                           of the Company or a Subsidiary,  other than by reason
                           of death or disability (as defined in Code Section 22
                           (e) (3)) and shall provide that,  with respect to any
                           Option granted to a nonemployee director,  the Option
                           shall  terminate  as of 30 days  after  the  date the
                           optionee  ceases to be a director of the Company or a
                           Subsidiary,   other   than  by  reason  of  death  or
                           disability  (as defined in Code  Section 22 (e) (3));
                           and

(g)                        provide that, if an optionee dies or becomes disabled
                           (as defined in Code Section 22 (e) (3)) while he is a
                           director or employee of the Company or Subsidiary, as
                           applicable, the Option may be exercised by the option
                           holder or (to the extent the optionee would have been
                           entitled  to do so) by a legatee or  legatees  of the
                           optionee  under  his last  will,  or by his  personal
                           representative  or  representatives  or by any  other
                           permitted  transferee  of the  Option,  at  any  time
                           within  one (1) year  after the  optionee's  death or
                           disability.

              The Committee may include in any Option it grants a condition that
              the optionee  shall agree to remain an employee of an/or to render
              services to the Company or any of its subsidiaries for a specified
              period of time  following  the date it  grants  the  Option.  This
              condition  shall not impose on the Company or any  subsidiary  any
              obligation  to employ the  optionee  or retain the  optionee  as a
              director for any period of time.

6.       Additional Terms and Conditions of Incentive Stock Options.
-------------------------------------------------------------------

              In addition to the terms and  conditions set forth in Section 5 of
              this Plan,  each  Agreement  evidencing  the grant of an Incentive
              Stock Option shall:

(a)               provide for an exercise price that shall not be less than 100%
                  of the fair market  value,  as determined in good faith by the
                  Committee,  of the Shares on the date of granting  the Option,
                  provided that:

(1)                        if the Shares  are  actively  traded on any  national
                           securities  exchange  or  reported  by  the  National
                           Association of Securities Dealers Automated Quotation
                           System  ("NASDAQ") on a basis which  reports  closing
                           sales prices,  fair market value shall be the closing
                           sales price per share of the Shares for the  business
                           day  immediately  preceding  the date the  Option  is
                           granted;

(2)                        if the Shares are otherwise  traded over the counter,
                           fair market value shall be the arithmetic mean of the
                           bid and asked  prices for the Shares,  as reported by
                           NASDAQ,  for the business day  immediately  preceding
                           the date of the grant of the Option;

     (3) if the Shares are not traded,  fair market value shall be determined by
the  Committee  which  shall,  in making  such  determination,  consider,  where
applicable,  among other  factors:  the existence and extent of a private market
for the Shares  and a public  market for the  Company's  securities  of the same
class,  if any; the price at which the Shares were acquired,  if applicable,  by
the Company;  the estimated period of time, if any, during which the Shares will
be  freely  marketable;  the  estimated  amount  of  floating  supply  of Shares
available;  changes in the financial condition and prospects of the Company; the
existence of merger  proposals or tender offers  affecting the Company;  and any
other factors affecting fair market value;  provided,  however, that fair market
value  shall be  determined  without  regard  to any  restriction  other  than a
restriction which, by its terms, will never lapse;

     (4) if the optionee owns (subject to applicable ownership attribution rules
of  Code  Section  424 (d) and the  regulations  promulgated  thereunder  by the
Department of Treasury)  stock  possessing  more than 10% of the total  combined
voting power of all Shares or of shares of any parent within the meaning of Code
Section 424 (e) (a "Parent") or Subsidiary of the Company at the time the Option
is  granted,  the option  price  shall not be less than 110% of the fair  market
value of the pertinent number of Shares of the Commpany on the date of the grant
of the Option; and

     (5) subject to the foregoing, the Committee, in determining the fair market
value,  shall have full authority and discretion and be fully protected in doing
so;

(b)               provide  that  the  Option  is  not   exercisable   after  the
                  expiration  of ten (10) years or less from the date the Option
                  is granted,  except  that,  if the optionee  owns  (subject to
                  applicable ownership attribution rules of Code Section 424 (d)
                  and the regulations  promulgated  thereunder by the Department
                  of the Treasury)  more than 10% of the total  combined  voting
                  power of all Shares or of shares of any  Parent or  Subsidiary
                  at  the  time  the  Option  is  granted,  the  Option  is  not
                  exercisable  after  the  expiration  of five (5) years or less
                  from the date the Option is granted.

7.       Compliance with Code for Incentive Stock Options.
---------------------------------------------------------

         All  Incentive  Stock  Options are intended to comply with Code Section
422, and all  provisions  of the Plan and all Incentive  Stock  Options  granted
hereunder shall be construed in such manner as to effectuate that intent.

8.       Limitation on Incentive Stock Option Amounts.
-----------------------------------------------------

         An  Incentive  Stock  Option  may  not be  granted  to the  extent  the
aggregate  fair market value,  determined  at the time the Committee  grants the
Option,  of stock  with  respect to which  stock  options  intended  to meet the
requirements  of Code  Section  422 are  exercisable  for the  first  time by an
optionee  during any calendar year under all plans of the Company and any Parent
or Subsidiary exceeds $100,000.

9.       Term of Plan.
---------------------

              The effective date of the Plan shall be the earlier of the date on
              which the  shareholders  of the Company or the Board of  Directors
              approve the Plan (the "Effective  Date"). The Plan shall terminate
              10 years after that date. The Committee may grant Options pursuant
              to the Plan at any time on or between the Effective  Date and that
              termination date, subject to Section 17 of the Plan.

10.      Exercise of Option by Option Holder.
--------------------------------------------

              The option holder may purchase  Shares  pursuant to an Option only
              upon receipt by the Company of a notice in writing from the option
              holder of his intent to  purchase a specific  number of Shares and
              which notice contains such  representations  regarding  compliance
              with the federal and state  securities  laws as the  Committee may
              reasonably request.  The purchase price shall be paid in full upon
              the  exercise  of an  Option  and no  Shares  shall be  issued  or
              delivered  until full payment  therefor has been made.  Payment of
              the  purchase  price  for all  Shares  purchased  pursuant  to the
              exercise of an Option shall be made in cash or, alternatively,  if
              the applicable Agreement so allows, as follows:

(a)               by  delivery  to the  Company  of a number of shares of common
                  stock of the  Company  which  have  been  owned by the  option
                  holder  for at  least  six  months  prior  to the  date of the
                  Option's  exercise,  having a fair market value on the date of
                  exercise,   as   determined  by  the  Committee  in  its  sole
                  discretion,   either  equal  to  the  purchase   price  or  in
                  combination with cash to equal the purchase price; or

(b)               by receipt of the purchase price in cash from a broker, dealer
                  or other  "creditor"  as defined by Regulation T issued by the
                  Board of Governors  of the Federal  Reserve  System  following
                  delivery by the option holder to the Committee of instructions
                  in a form  acceptable to the Committee  regarding  delivery to
                  such broker, dealer or other creditor of that number of shares
                  of common stock with respect to which the Option is exercised.

Until stock certificates reflecting the Shares accruing to the optionee upon the
exercise of the Option are issued to the optionee,  the option holder shall have
no rights as a  shareholder  with respect to the Shares the Option  covers.  The
Company   shall  make  no   adjustment  to  the  Shares  for  any  dividends  or
distributions or other rights for which the record date is prior to the issuance
of that stock certificate, except as the Plan otherwise provides.

11.      Withholding Taxes.
--------------------------

              Whenever the Company proposes or is required to issue Shares to an
              option  holder  who is or  was an  employee  of the  Company  or a
              subsidiary, or his legatee or legal representative under the Plan,
              pursuant to the exercise of a  Non-Qualified  Stock Option granted
              under the Plan,  the  Company  shall have the right to require the
              option  holder to remit to the  Company  an amount  sufficient  to
              satisfy any federal,  state and local  withholding tax requirement
              prior to the delivery of any certificate or certificates  for such
              Shares. An option holder may pay the withholding tax (a) by making
              payment in cash or, if the applicable  Agreement so provides,  (b)
              by electing to tender to the Company the smallest  number of whole
              shares of common  stock of the Company that have been owned by the
              option  holder  for at  least  six  months  prior  to the Tax Date
              (defined below) and that, when multiplied by the fair market value
              of the shares of common stock of the Company  determined as of the
              Tax Date, is sufficient to satisfy  federal,  state and local,  if
              any, withholding taxes arising from exercise of the Option, or (c)
              by electing  to have the number of Shares the option  holder is to
              receive upon exercise  reduced by the number of Shares  determined
              in (b)  above  (an  optionee's  election  to  tender  or offset as
              described  in (b) or (c) above is  referred  to as a  "Withholding
              Election").  An option holder may make a Withholding Election only
              if the following conditions are met:

                  (i)      the  Withholding  Election must be made no later than
                           the date on which the  amount of tax  required  to be
                           withheld is determined  (the "Tax Date") by executing
                           and  delivering  to the Company a properly  completed
                           notice of withholding election in the form prescribed
                           by the Committee;

(ii)                       any  Withholding  Election is irrevocably  given in a
                           manner  that  satisfies  the   requirements   of  the
                           exemption provided under Rule 16b-3 promulgated under
                           the Securities Exchange Act of 1934; and

(iii)                      if the option  holder is  considered by the Committee
                           to  be  subject  to  Section  16  of  the  Securities
                           Exchange  Act of 1934,  the  Withholding  Election is
                           delivered to the Company  sufficiently  in advance of
                           the Tax Date as the Committee determines is necessary
                           or  appropriate  to  satisfy  the  conditions  of the
                           exemption provided under Rule 16b-3 promulgated under
                           the Securities Exchange Act of 1934.

Notwithstanding  anything to the contrary herein,  the Committee may in its sole
discretion  disapprove  and give no effect to any  Withholding  Election  and no
Option to which any Withholding  Election  relates may be exercised prior to one
year after the Company has been subject to the reporting requirements of Section
13 of the  Securities  Exchange  Act of  1934  and has  filed  all  reports  and
statements required to be filed pursuant to that Section during that year.

12.      Assignability.
----------------------

         Except as Section 5 of this Plan permits or the terms of the Agreement,
no Option or any of the rights and  privileges  thereof  accruing to an optionee
shall be  transferred,  assigned,  pledged or hypothecated in any way whether by
operation  of law or  otherwise,  and no  Option,  right or  privilege  shall be
subject to execution, attachment or similar process.

13.      The Right of the Company to Terminate Employment.
---------------------------------------------------------

No  provision in the Plan or any Option shall confer upon any optionee any right
to continue in the employment of the Company or any subsidiary of the Company or
to continue performing services for or to interfere in any way with the right of
the Company or any  subsidiary of the Company to terminate his  employment or of
the right of  shareholders  of the Company to remove such optionee as a director
at any time for any reason.

14.      Amendment and Termination.
----------------------------------

The Board of  Directors  at any time may  amend or  terminate  the Plan  without
shareholder  approval;  provided,  however,  that  the  Board of  Directors  may
condition  any amendment on the approval of the  shareholders  of the Company if
such approval is necessary or advisable with respect to tax,  securities  (which
require such approval for a material increase of the number of Shares subject to
Options, and for material  modifications to the eligibility  requirements of the
Plan,  among others) or other  applicable  laws to which the Company,  the Plan,
optionees or eligible employees are subject.  No amendment or termination of the
Plan shall affect the rights of an optionee  with regard to his Options  without
his consent.

15.      General Restriction.
----------------------------

              Notwithstanding  anything  contained  herein  or  in  any  of  the
              Agreements  to the contrary,  no purported  exercise of any Option
              granted  pursuant  to the Plan  shall  be  effective  without  the
              written  approval  of the  Company,  which may be  withheld to the
              extent that the exercise,  either individually or in the aggregate
              together  with the exercise of other  previously  exercised  stock
              options   an/or  offers  and  sales   pursuant  to  any  prior  or
              contemplated  offering  of  securities,  would,  in the  sole  and
              absolute  judgment of the United  States  Securities  and Exchange
              Commission or with the  securities  commission  of any state.  The
              Company  shall avail itself of any  exemptions  from  registration
              contained in applicable  federal and state  securities  laws which
              are  reasonably  available to the Company on terms  which,  in its
              sole and absolute  discretion,  it deems reasonable and not unduly
              burdensome  or costly.  Each  option  holder  shall,  prior to the
              exercise of an Option,  deliver to the Company  such  information,
              representations  and  warranties  as the  Company  may  reasonably
              request in order for the Company to be able to satisfy itself that
              the Shares to be acquired pursuant to the exercise of an Option is
              being  acquired  in  accordance  with the  terms of an  applicable
              exemption  from  the  securities   registration   requirements  of
              applicable federal and state securities laws.

16.      Choice of Law.
----------------------

              The laws of the State of Tennessee shall govern the Plan.

17.      Approval of Shareholders.
---------------------------------

              The Company shall submit the Plan to its shareholders for approval
              within  12  months  of the  adoption  of the Plan by the  Board of
              Directors;  provided further that unless  shareholder  approval is
              obtained   within   said   twelve-month   period  and  unless  the
              registration  statement  relating to the Company's  initial public
              offering is effective  prior to September 12, 1992,  both the Plan
              and all outstanding Options shall be rendered immediately void and
              of no effect.

18.      Change of Control.
--------------------------

         Notwithstanding  anything contained to the contrary herein but subject,
however,  to the provisions set forth in the fourth paragraph of Section 4, upon
the  occurrence of a Change of Control of the Company (as  hereinafter  defined)
all Options  granted under the Plan that are outstanding and not yet vested will
become  immediately  100%  vested  effective  on a Change  of  Control  Date (as
hereinafter defined) and shall be thereafter  exercisable in accordance with the
terms of the Plan (including,  without limitation, as provided in Sections 5 and
6) and any applicable award  agreement;  provided,  however,  that the foregoing
shall not apply to the extent  that such  acceleration  of vesting  shall make a
"pooling of interests" accounting unavailable in the case of a Change of Control
transaction  which is  intended  to be  effected  as a  "pooling  of  interests"
transaction.

              A "Change  of  Control  of the  Company"  shall  mean and shall be
              deemed to have occurred if any person or group (within the meaning
              of Rule 13d-3 of the rules and regulations  promulgated  under the
              Securities Exchange Act of 1934, as amended), other than Robert M.
              Goodfriend,  members  of his  immediate  family,  his  affiliates,
              trusts or private foundations established by or on his behalf, and
              the heirs,  executors or  administrators  of Robert M. Goodfriend,
              shall acquire in one or a series of transactions,  whether through
              sale of stock or merger,  more than 50% of the outstanding  voting
              securities of the Company or any  successor  entity of the Company
              or the  shareholders of the Company shall approve a sale of all or
              substantially   all  of  the   Company's   assets  or  a  complete
              liquidation or  dissolution  of the Company.  A "Change of Control
              Date" shall mean the closing  date on which a Change of Control of
              the Company shall have  occurred,  or in the case of a sale of all
              or   substantially   all  of  the  Company's  assets  or  complete
              liquidation  or  dissolution  of the  Company,  the  date on which
              shareholder approval is obtained.

              IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Plan to be
executed in this form on June 21, 2000.


Attest:  .........                               GOODY'S FAMILY CLOTHING, INC.


By:      /s/ Regis J. Hebbeler              By:      /s/ Robert M. Goodfriend
   ---------------------------------         ---------------------------------
         .........                                        Robert M. Goodfriend
Title:   Asst. Secretary               Title:            Chairman of the Board
       -----------------------------



         [CORPORATE SEAL]













H:Stock\1991 Plan\1991 Plan.doc


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