Exhibit - 10.80
                          GOODY'S FAMILY CLOTHING, INC.
                              AMENDED AND RESTATED
                             1993 STOCK OPTION PLAN

         THIS  INDENTURE  is made as of the 16th day of April 1993,  and amended
and restated as of 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 1993 Stock Option 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 this 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 this Plan on behalf
     of the Company.  The  Committee  may be the  Compensation  Committee of the
     Board of  Directors  if the Board of  Directors  so chooses.  Except as may
     otherwise  be  permitted  in Rule 16b-3  ("Rule  16b-3") of the  Securities
     Exchange Act of 1934,  as amended (the  "Exchange  Act") 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 this 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 shall not  disqualify a person from  becoming a member of the
     Committee.  It is  intended  that the  grants of options  to  directors  as
     contemplated  by Section 7 hereof (the  "Formula  Options")  are being made
     pursuant  to the formula  stated  therein and  participation  of  directors
     pursuant  thereto shall constitute  "participation  in a formula plan which
     does not disqualify a director from being disinterested" as stated above.

              Each member of the Committee  shall serve at the discretion 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 this Plan,  the Committee  shall have
     complete  authority,  in its  discretion,  to determine with respect to all
     options other than Formula Options:

     (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 as defined in Section 422 of the Internal Revenue Code of
         1986,  as amended  (the  "Code")  (the  "Incentive  Stock  Options") or
         non-qualified  stock  options  (the   "Non-Qualified   Stock  Options")
         (collectively, the "Options");

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

     (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 (i)
interpret this Plan,  (ii)  prescribe,  amend and rescind rules and  regulations
relating to it, (iii)  determine  the terms and  provisions  of the stock option
agreements  the  Company  makes with  optionees  who are  granted  Options  (the
"Agreement"),  the terms of which need not be identical, and (iv) make all other
determinations  necessary or advisable for the  administration of this 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 this
Plan or any Option or Formula Option granted thereunder, and against all amounts
paid by them in settlement thereof 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   corporation   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 and Formula Options pursuant to this Plan an aggregate of two million
(2,000,000)  shares of no par value Common Stock of the Company (the  "Shares").
If any Option or Formula 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 and Formula Options, both as to the number of Shares and the
option price,  and the number of shares to be issued pursuant to Formula Options
granted  under  Section 7 hereof,  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 and Formula
Options any  fractional  shares that  result from such a change.  The  Committee
shall not adjust  outstanding  Options and Formula 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 and Formula Options, each option holder shall receive
at no  additional  cost upon the  exercise of his Option or Formula  Option,  as
applicable,  subject to any required action by  stockholders  and in lieu of the
number of Shares as to which he would  otherwise  exercise the Option or Formula
Option,  as  applicable,  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 or Formula Option, as applicable.  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 the Company (as hereinafter defined) in which
the purchaser of the Company does not agree to the  assumption of the Options or
Formula Options,  provisions shall be made to cause each outstanding  Option and
Formula  Option to become  exercisable  prior to the Sale of the  Company and to
terminate  upon  the  consummation  of the  Sale of the  Company.  "Sale  of the
Company"  shall mean (i) the  approval by the  stockholders  of the Company of a
reorganization, merger or consolidation, in each case, with respect to which all
or  substantially  all of the  individuals  and entities who were the beneficial
owners,  respectively,  of the Company's  Common Stock and the Company's  voting
securities  outstanding  immediately  prior to such  reorganization,  merger  or
consolidation do not,  following such  reorganization,  merger or consolidation,
beneficially own, directly or indirectly,  a majority or more of,  respectively,
the then-outstanding shares of Common Stock and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of
directors,  of the  corporation  resulting from such  reorganization,  merger or
consolidation,  in  substantially  the  same  proportions  as  their  ownership,
immediately  prior  to such  reorganization,  merger  or  consolidation,  of the
Company's Common Stock and the Company's  voting  securities,  respectively;  or
(ii)  the  approval  by the  stockholders  of  the  Company  of  (a) a  complete
liquidation or  dissolution of the Company or (b) the sale or other  disposition
of all or  substantially  all of the  assets  of the  Company,  other  than to a
corporation  with respect to which following such sale or other  disposition,  a
majority or more of,  respectively,  the  then-outstanding  voting securities of
such corporation entitled to vote generally in the election of directors is then
beneficially owned,  directly or indirectly,  by all or substantially all of the
individuals and entities who were the beneficial  owners,  respectively,  of the
Company's  Common  Stock  and  the  Company's  voting   securities   outstanding
immediately prior to such sale or other  disposition,  in substantially the same
proportion  as  their  ownership,  immediately  prior  to  such  sale  or  other
disposition,  of the Company's Common Stock and the Company's voting securities,
respectively.

         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 or Formula Option.

         The grant of an Option or  Formula  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 Options and Formula Options.
         ---------------------------------------------------

         Each Option and Formula Option  granted  pursuant to this Plan shall be
authorized by the Committee and shall be evidenced by an Agreement, or a Formula
Option  Agreement  (as  defined  in  Section 7 hereof)  in the case of a Formula
Option,  in the form and  containing  the terms and  conditions as the Committee
from time to time my determine,  provided that each  Agreement or Formula Option
Agreement, as the case may be, or 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 by Section 11 hereof;

                  (d) state the term of the Option or Formula Option  Agreement,
as the case may be, and the  period or periods  during the term of the Option in
which the optionee may exercise the Option or Formula Option  Agreement,  as the
case may be, or portions thereof;

                  (e) provide that the Option or Formula Option, as the case may
be, is not transferable by the optionee other than by will or the laws of lineal
descent and, in the case of an Option or Formula  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 may  terminate  30 days  following  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 or Formula  Option  granted to a  non-employee
director,  the Option or Formula Option,  as the case may be, shall terminate 30
days following 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 or Formula Option, as the case
may be, may be  exercised  by the  option  holder or in the case of the death or
disability of the optionee (to the extent the optionee  would have been entitled
to do so) a legatee  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  or, if earlier,  the expiration of the term of the Option or Formula
Option, as the case may be.

         The Committee may provide in any Option or Formula Option,  as the case
may be,  which it grants a condition  to the  exercise of such Option or Formula
Option,  as the case may be, that the optionee shall agree to remain an employee
of and/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 or Formula
Option,  as the case may be. 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  or  otherwise  constitute  a  contract  of
employment.

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

         In addition to the terms and  conditions set forth in Section 5 hereof,
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 grant of the Option,  provided
         that:

                                    (i) 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;

                                    (ii) 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
                  the Option is granted;

                                    (iii) 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;

                                    (iv)  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
                  corporation  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
                  Company on the date the Option is granted; and

     (v) 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 such lesser period as is specified in the Agreement) 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 such lesser period as is specified in
the Agreement) from the date the Option is granted.

7.            Formula Grants to Directors.
              ---------------------------

         Each  person who is first  elected as a  non-employee  director  of the
Company after April 16, 1993 shall be granted a non-qualified stock option as of
the date he or she first  commences  services  as a director  to acquire  15,000
Shares at an  exercise  price  equal to the Fair  Market  Value (as  defined  in
Section 6 hereof) of the Common Stock of the Company. Each non-employee director
of the Company shall be granted a  non-qualified  stock option  pursuant to this
Section each year on the date of the first Board of Director's meeting following
each  annual  meeting of  shareholders,  commencing  with the annual  meeting of
shareholders  of the Company first held after the date hereof,  to acquire 3,000
Shares at an exercise  price equal to the Fair Market  Value of the Common Stock
of the Company,  provided  such  individual is a director of the Company on such
date.  Formula Options shall be subject to such  additional  terms as may be set
forth in a  Non-Qualified  Formula Stock Option  Agreement (the "Formula  Option
Agreement") complying with Section 5 hereof,  approved by the Committee and used
to evidence the grant of a Formula Option.  Notwithstanding  any other provision
of this  Plan,  the  provisions  of this  Section  7 and of the  Formula  Option
Agreement  may not be  amended  more than once every six  months,  other than to
conform it with changes in the Code, the Employee Retirement Income Security Act
of 1974, or any rules under either of the foregoing.

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

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

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

         An  Incentive  Stock  Option may not be granted to an  optionee  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 Section 422 of the Code are exercisable for the first time
by such optionee during any calendar year under all plans of the Company and any
Parent or Subsidiary exceeds $100,000.

10.      Term of Plan.
         ------------

         The Company  shall  submit this Plan to its  shareholders  for approval
within 12 months of the adoption of this Plan by the Board of Directors.  Unless
shareholder approval is obtained within said twelve-month period, both this Plan
and all outstanding  Options and Formula  Options shall be rendered  immediately
void and of no effect.

         The  effective  date of this Plan  shall be the  earlier of the date on
which the  shareholders  of the Company or the Board of  Directors  approve this
Plan (the "Effective Date"). This Plan shall terminate 10 years after that date.
The Committee may grant Options and Formula Options pursuant to this Plan at any
time on or between the  Effective  Date and that  termination  date,  subject to
Section 18 hereof.

11.      Exercise of Option by Option Holder.
         -----------------------------------

         The option holder may purchase  Shares pursuant to an Option or Formula
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,  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 or Formula  Option and no
Shares  shall be issued or delivered  until full payment  thereof has been made.
Payment of the purchase price for all Shares purchased  pursuant to the exercise
of an Option or Formula  Option shall be made in cash or by certified  check or,
alternatively, if 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 in a sufficient  amount 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 or Formula Option is exercised.

         Until the Option or Formula  Option has been  exercised  and payment of
the purchase price for, and any withholding tax obligations with respect to, all
Shares  purchased  pursuant to the exercise of the Option or Formula  Option has
been  received by the  Company in  accordance  with the terms of the  applicable
Agreement or Formula Option Agreement, the option holder shall have no rights as
a shareholder  with respect to the Shares the Option or Formula  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 this Plan otherwise provides.

12.      Withholding Taxes.
         -----------------

         Whenever  the Company  proposes  or is  required to issue  Shares to an
option  holder,  pursuant to the  exercise of a  Non-Qualified  Stock  Option or
Formula  Option  granted  under this 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 by certified check,
(b) if the  applicable  Agreement or Formula  Option  Agreement so provides,  by
electing  to tender 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 Formula  Option if the
applicable Agreement or Formula Option Agreement so provides, or (c) by electing
to have the number of Shares which the option holder is to receive upon exercise
reduced by the  number of Shares  determined  in (b) above (an  option  holder'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; and
                                    (iii) If the option  holder is considered by
                  the  Committee to subject to Section 16 of the  Exchange  Act,
                  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 from Section 16(b) of the Exchange
                  Act provided under Rule 16b-3.

         Notwithstanding  anything to the contrary herein,  the Committee may in
its sole discretion  disapprove and give no effect to any  Withholding  Election
for an Option and no Option or Formula 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.

13.      Assignability.
         -------------

         Except as Section 5 of this Plan  permits or the terms of the Option or
Formula  Option  Agreement  permit,  no Option or  Formula  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 or Formula Option, right or privilege shall be subject
to execution, attachment or similar process.

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

         No provision in this Plan or any Option or Formula  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.

15.      Amendment and Termination.
         -------------------------

         Except as set forth in Section 7 hereof,  the Board of Directors at any
time may amend or terminate this 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 materiel
increase of the number of Shares subject to Options and Formula Options, and for
material modifications to the eligibility requirements of this Plan, among other
amendments) or other applicable laws to which the Company,  this Plan, optionees
or eligible  employees or directors are subject.  No amendment or termination of
this Plan shall  adversely  affect the rights of an optionee  with regard to his
Options or Formula Options without his consent.

16.      General Restriction.
         -------------------

         Notwithstanding  anything  contained herein or in any of the Agreements
to the contrary,  no purported  exercise of any option or Formula Option granted
pursuant to this Plan shall be effective  without the approval of the Committee,
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 and/or offers and sales pursuant to any prior or  contemplated  offering
of  securities,  would,  in the sole and  absolute  judgment  of the  Committee,
require the filing of a registration statement with 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 the Committee's sole and absolute discretion,  it
deems reasonable and not unduly burdensome or costly.  Each option holder shall,
prior to the  exercise  of an Option or Formula  Option,  deliver to the Company
such information, representations and warranties as the Committee may reasonably
request in order for the Committee to be able to satisfy  itself that the Shares
to be acquired pursuant to the exercise of an Option or Formula Option are being
acquired  in  accordance  with the  terms of an  applicable  exemption  from the
securities registration  requirements of applicable federal and state securities
laws.

17.      Choice of Law.
         -------------

         The laws of the State of Tennessee shall govern this Plan

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:           /s/ Regis J. Hebbeler           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\1993 Plan\1993 Amended and Restated.doc



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