Exhibit - 10.72

                                        SPLIT DOLLAR LIFE INSURANCE AGREEMENT


                  THIS  AGREEMENT  is entered into to be effective as of the 1st
day of July, 1999, by and between GOODY'S FAMILY  CLOTHING,  INC., a corporation
organized  and existing  under the laws of the State of  Tennessee  (hereinafter
referred to as the "Corporation");  Jeffrey A. Goodfriend,  Stacey A. Goodfriend
and  Harold I.  Apolinsky,  as  Trustees  of the  ROBERT  AND  WENDY  GOODFRIEND
IRREVOCABLE TRUST, dated the 20th day of January,  1999 (hereinafter referred to
as the "Policy Owner") and ROBERT M. GOODFRIEND  (hereinafter referred to as the
"Employee").

                                                W I T N E S S E T H:
     WHEREAS, Employee is employed by the Corporation; and
     WHEREAS,  the Employee has performed  his duties ably and well,  and to the
satisfaction of the Corporation; and
     WHEREAS,  the  Policy  Owner  wishes to obtain  life  insurance  protection
payable on the death of the last to die of the Employee  and his wife,  Wendy S.
Goodfriend; and
     WHEREAS,  the  Corporation  wishes to  participate in the obtaining of life
insurance  protection  payable on the death of the second to die of the Employee
and the Employee's wife, Wendy S. Goodfriend; and
     WHEREAS,  the parties  desire to have a separate  agreement  setting  forth
their rights and obligations with respect to such insurance.
     NOW, THEREFORE, in consideration of the mutual promises and obligations set
forth hereinafter, the parties agree as follows:
                                                     ARTICLE ONE
                                                 INSURANCE POLICIES
     Policy  Owner is the owner of five  life  insurance  policies  on the joint
lives of the Employee  and the  Employee's  wife as listed by policy  number and
designated as policies A through E on Exhibit A, attached hereto. All references
herein to the  "Policies"  shall mean each and every policy listed on Exhibit A.
All references to a "Policy" shall mean any of the policies listed on Exhibit A.
Policy Owner is a validly formed  irrevocable  trust under the laws of the State
of Tennessee  and has capacity to enter into this  Agreement  and to perform its
obligations hereunder.
                                                     ARTICLE TWO
                                                  POLICY OWNERSHIP
     Each Policy is the exclusive property of the Policy Owner, who may exercise
all rights of ownership  with respect  thereto  notwithstanding  anything to the
contrary in the policy, or endorsement,  and riders thereto, except as otherwise
provided in this Agreement.
                                                    ARTICLE THREE
                                                      ADVANCES
     3.1  After  the  execution  of this  Agreement,  the  Corporation  shall be
responsible  for the  remittance of all premiums due on the Policies.  Each such
payment shall be referred to as an "Advance". Each such payment shall be made on
or before the date the premium is due or within the grace period  allowed by the
respective Policy for the payment of premiums and, if requested, the Corporation
shall give proof of timely payment of each premium to the Policy Owner.

     3.2 Within thirty (30) days after payment by the Corporation of the premium
due on the Policy,  the Policy Owner shall reimburse to the Corporation the cost
of  insurance  coverage  in the  amount  of the  proceeds  the  Policy  Owner is
designated to receive under the Policy.  The rate used to determine such cost on
the joint lives of the  Employee and the  Employee's  wife shall be based on the
so-called  "Table 38" rates set forth in that certain  Internal  Revenue Service
Information  Release dated August 10, 1983. The rate used to determine such cost
on the single life of the  Employee or the  Employee's  wife (after the death of
the Employee or the Employee's  wife) shall be based on the so-called  "P.S. 58"
rates set forth in Revenue Ruling 55-747, as amended, or the currently published
rates of the issuer of the Policy for one year term life insurance  available to
all standard risks, whichever is less. If the Policy Owner does not timely remit
to the  Corporation  the amount  required under this Article Three,  such amount
shall be treated as  compensation  to the  Employee,  or if the  Employee is not
living, shall be treated as compensation of the Employee which is payable to the
Employee's wife.

     3.3 The Policy Owner shall have the right to remit  additional  sums to the
Corporation.  The  Corporation  shall  apply  such sums to reduce  the amount of
outstanding  Advances,  in respect of such  Polices  as  directed  by the Policy
Owner.
                                                    ARTICLE FOUR
                                                COLLATERAL ASSIGNMENT
     The Policy Owner shall  collaterally  assign each Policy to the Corporation
pursuant to the terms of this Agreement as security for the reimbursement of its
Advances. The security interest of the Corporation shall be limited to an amount
equal to the cash surrender value of the Policy  (computed as if no policy loans
had been taken by the Policy  Owner),  not to exceed the aggregate  unreimbursed
Advances,  taking into account any additional  sums remitted to the  Corporation
pursuant  to 3.3 above,  less any policy  loans  taken by the  Corporation  with
respect to such Policy (the "Net Advances").
                                                    ARTICLE FIVE
                                                 RESTRICTING EVENTS
     5.1 Until the occurrence of a "Restricting Event", as defined in 5.2 below,
the Corporation is granted exclusively all rights in each Policy including,  but
not limited to, the following rights:
     5.1.1 The right to surrender the Policy.
     5.1.2 The right to change the beneficiary of the Policy.
     5.1.3 The right to select dividend options.
     5.1.4 The right to select optional methods of settlement with regard to the
death benefit payable thereunder.
     5.1.5 The right to assign its rights in the Policy.
     5.1.6 The right to obtain a policy loan or loans on the Policy.  The amount
of such loans  together  with the interest  thereon  shall at no time exceed the
cash  surrender  value of the Policy as of the date to which the premiums on the
Policy have been paid.
     5.1.7 The right to withdraw or borrow against the cash value of the Policy.
     5.1.8 All other rights contained in the Policy.

     5.2 A "Restricting Event" shall mean the occurrence of any of the following
events:
     5.2.1 A change of control of the Corporation, as defined in 5.3 below;
     5.2.2 The death of Employee  while his wife is still  living if there is no
single life  insurance  coverage on the life of Employee then in force and owned
by Policy Owner, as described in Article Ten below; or
     5.2.3 The termination of Employee's employment by the Corporation.

     5.3 A change of control of the  Corporation  shall mean and shall be deemed
to have occurred if (i) 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  Employee,  members  of  his  immediate  family,  his
affiliates,  trusts or private foundations  established by or on his behalf, and
the heirs,  executors or  administrators  of Employee  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 Corporation or any successor entity of
Corporation,  (ii) all or substantially all of Corporation's assets are sold, or
(iii) the  shareholders of Corporation  shall approve a complete  liquidation or
dissolution of Corporation.

     5.4 Upon the occurrence of a Restricting  Event,  all of the  Corporation's
rights  in the  Policies  under  this  Article  Five  shall  cease  and shall be
possessed  exclusively by the Policy Owner, subject to the limitations set forth
in Article Seven.
                                                     ARTICLE SIX
                                            OPTION UPON POLICY SURRENDER
     6.1 Prior to a Restricting Event or upon the Termination Event described in
8.1.4,  the Corporation  shall provide Policy Owner written notice of its intent
to  surrender  a Policy  and,  for a period of fifteen  days after such  notice,
Policy  Owner shall have the option of obtaining  the release of the  collateral
assignment  of  the  Policy  to  the  Corporation  by  payment  in  full  to the
Corporation of the unreimbursed Net Advances with respect to such Policy.

     6.2 Said  amount  shall be paid in full by cash,  certified  check or other
immediate  funds and must be  delivered  to the  Corporation  by 5:00 pm Eastern
Standard Time on or before the fifteenth day of the option period.

     6.3 Under receipt of such payment the Corporation  shall release its rights
in accordance with paragraph 9.1.
                                                    ARTICLE SEVEN
                                             LIMITATIONS ON POLICY OWNER
     7.1 Prior to a Restricting  Event,  the Policy Owner may not borrow against
the  cash  surrender  value  of the  Policies.  After a  Restricting  Event  and
notwithstanding any other provision of this Agreement,  Policy Owner agrees that
it shall not transfer,  pledge,  hypothecate or take any other action in respect
of a Policy  which  shall  impair the  Corporation's  security  interest  in any
Policy, including taking any loans which shall cause the cash surrender value of
any  Policy to be less than the  unreimbursed  Net  Advances  in respect of such
Policy, without the consent of the Corporation.

     7.2  Notwithstanding  any other provision of this  Agreement,  Policy Owner
agrees that it shall not surrender a Policy when the cash surrender value of the
Policy is less than the  unreimbursed  Net Advances,  without the consent of the
Corporation.

     7.3 Policy  Owner  agrees  that it shall not make  distributions  under its
dispositive  provisions until the Corporation shall have been reimbursed in full
for all outstanding Net Advances, subject to paragraph 9.4.

     7.4 Policy Owner agrees that it shall apply,  with respect to a surrendered
Policy,  any cash  surrender  value it  receives in excess of the amount due the
Corporation as follows:
     (A) Policy Owner may,  within  forty-five  days,  reinvest such excess cash
surrender  value in the remaining  Policies which are subject to this Agreement;
provided  that (i) any  amounts  so  reinvested  shall  not be used to  purchase
additional death benefit above the aggregate  amount of death benefit  initially
put  into  place  through  the  Policies  under  this  Agreement  and  (ii)  the
Corporation shall not be obligated to make premium payments on a Policy in which
such sums have been  reinvested  in excess of the premium  payments  required to
maintain the amount of death  benefit  initially  put into place for such Policy
under this Agreement.
     (B) Policy  Owner shall remit any portion of any  remaining  sums which are
not reinvested in accordance with paragraph 7.4(A) above to the Corporation,  to
be applied to  reimburse  the  Corporation  for its  Advances  in respect of any
remaining Policies in accordance with paragraph 3.3.



                                                    ARTICLE EIGHT
                                              TERMINATION OF AGREEMENT
     8.1 This  Agreement  shall be terminated  upon the occurrence of any of the
following events ("Termination Events"):
     8.1.1 Surrender of a Policy, in which case paragraph 8.2 below shall apply;
provided,  however,  this  Agreement  shall  terminate only with respect to such
Policy;
     8.1.2 The death of Employee, in which case paragraph 8.3 below shall apply;
provided,  however,  that if Employee  shall die while his wife is still living,
the Agreement shall terminate only if the Policy Owner shall be the owner of one
or more additional life insurance  policies on the life of Employee which are in
force at the time of Employee's death, as described in Article Ten;
     8.1.3 The death of the  second to die of  Employee  and his wife,  in which
case paragraph 8.4 below shall apply;
     8.1.4 With respect solely to the policies  listed as policies A, B and C on
Exhibit A, a reduction in Employee's  ownership  percentage below twenty percent
(20%) of the outstanding common stock of Corporation (exclusive of dilution as a
result of any merger or consolidation),  in which case paragraph 8.5 below shall
apply; or
     8.1.5  Reimbursement  in full by Policy Owner to the Corporation of the Net
Advances; provided, however, this Agreement shall terminate only with respect to
the Policy for which such reimbursement is made.

     8.2 With  respect to a surrender of a Policy  pursuant to paragraph  8.1.1,
the insurance company shall pay:
     (A)  To  the  Corporation,  an  amount  equal  to the  lesser  of  (1)  the
unreimbursed Net Advances with respect to the surrendered Policy or (2) the cash
surrender value of such surrendered Policy; and
     (B) To the Policy  Owner,  any balance of cash  surrender  value  remaining
after payment of (A).

     In the case of a  surrender  following  a  Restricting  Event,  if the cash
surrender  value of the  surrendered  Policy is  insufficient  to reimburse  the
Corporation for the full amount of its unreimbursed Net Advances with respect to
such Policy, any outstanding balance shall be paid as provided in paragraph 9.3.
Simultaneously  with the receipt of the amounts described above, the Corporation
shall release its rights in accordance with paragraph 9.1.

     8.3 With respect to a termination due to the death of Employee  pursuant to
paragraph 8.1.2:
     8.3.1 If the death benefit proceeds of the single life coverage on the life
of the  Employee  (the  "Term  Proceeds")  are  greater  than  or  equal  to the
unreimbursed Net Advances, then the insurance company shall pay the following:
     (A) To the Corporation, an amount equal to the unreimbursed Net Advances in
respect of the Policies; and
     (B) To the Policy  Owner,  any  balance of Term  Proceeds  remaining  after
payment of (A).  Simultaneously with the receipt of the amounts described above,
the Corporation shall release its rights in accordance with paragraph 9.1.
     8.3.2 If the Term  Proceeds are less than the  unreimbursed  Net  Advances,
then:
     (A) the insurance company shall pay to the Corporation,  an amount equal to
the Term Proceeds; and,
     (B) the Policy Owner shall  reimburse  the  Corporation  for any  remaining
unreimbursed Net Advances by cash, check or promissory note. Simultaneously with
the receipt of the amounts  described above,  the Corporation  shall release its
rights in accordance with paragraph 9.1.

     8.4 With  respect  to a  termination  by the death of the  second to die of
Employee and his wife pursuant to paragraph 8.1.3,  the insurance  company shall
pay, subject to paragraph 9.4:
     (A) To the  Corporation,  an amount equal to the  unreimbursed Net Advances
with respect to the Policies then in force;
     (B) To the  Corporation,  an amount equal to the  unreimbursed Net Advances
with respect to previously surrendered Policies;
     (C) To the Corporation,  an amount equal to any amounts outstanding under a
promissory note; and,
     (D) The balance to the remaining beneficiary or beneficiaries designated to
receive such balance in accordance  with the terms of the  respective  Policies.
Simultaneously  with the receipt of the amounts described above, the Corporation
shall release its rights in accordance with paragraph 9.1.

     8.5 With  respect  to a  termination  due to a  decline  in the  Employee's
ownership percentage pursuant to paragraph 8.1.4:
     8.5.1 If the Policy Owner  exercises its option under  paragraph  6.1, then
the Policy Owner shall reimburse the Corporation its  unreimbursed  Net Advances
with respect to such  Policies.  Simultaneously  with the receipt of the amounts
described  above,  the  Corporation  shall release its rights in accordance with
paragraph 9.1.
     8.5.2 If the Policy Owner does not exercise its option under paragraph 6.1,
then the insurance  company shall pay the cash surrender  value of such Policies
to the Corporation;  provided,  however, that, following a Restricting Event, if
the cash  surrender  value of such  Policies is  insufficient  to reimburse  the
Corporation  the full amount of its  unreimbursed  Net Advances  with respect to
such Policies,  any  outstanding  balance shall be paid as provided in paragraph
9.3.  Simultaneously  with the  receipt  of the  amounts  described  above,  the
Corporation shall release its rights in accordance with paragraph 9.1.

                                                ARTICLE NINE
                                                SETTLEMENT PROCEDURES

     9.1 Simultaneously with receipt of an amount that is due and payable to the
Corporation  with  respect to a Policy or Policies  under any  paragraph of this
Agreement,  the Corporation shall release the collateral assignment with respect
to such Policy or Policies and its rights in such Policy or Policies  under this
Agreement.  In  the  case  of a  Termination  Event,  within  45  days  of  such
Termination  Event, the Corporation  shall provide the insurance  company with a
written  statement  confirming the sum to which it is entitled and, if requested
by the insurance  company, a written release of all its interest with respect to
the  proceeds  or cash  surrender  value,  as the case may be, in excess of such
amount.  The  Corporation  shall  pay to the  Policy  Owner  (or its  designated
beneficiary or  beneficiaries)  any amount received by the Corporation in excess
of the amount due it.

     9.2  If,  under the terms of this  Agreement,  the Policy  Owner  issues a
promissory note to the Corporation, such promissory note shall:
     (A) bear interest at the applicable federal rate;
     (B) be secured,  up to the face amount of the note,  by the cash  surrender
value and death benefit proceeds of the Policies in force; and
     (C) be payable as provided in paragraph 9.3.

     9.3 Any  unreimbursed  Net Advances or promissory  note  outstanding  after
payment to the  Corporation  as described in Article  Eight shall be paid by the
Policy Owner to the Corporation upon the earlier of: (A) the death of the second
to die of Employee and his spouse,  or (B) surrender of the last Policy in force
under this Agreement, subject to paragraph 9.4.

     9.4  Notwithstanding  the  foregoing,  however,  if the amount of (A) death
benefit proceeds received by the Policy Owner upon such second death, or (B) the
cash  surrender  value of the last  Policy  surrendered  shall be less  than the
amount due to the  Corporation  under paragraph 9.3, then the Policy Owner shall
satisfy the amount due hereunder by paying to the Corporation the amount of such
death  benefit  proceeds  it  receives or the sum it receives in respect of such
surrendered Policy.

     9.5 Upon a Termination  Event, the Policy Owner agrees that it shall pay to
the  Corporation any amount received by the Policy Owner in excess of the amount
due it under the terms of this Agreement.

                                                      ARTICLE TEN
                                      SINGLE LIFE INSURANCE COVERAGE ON EMPLOYEE

     10.1 The parties agree that they shall  cooperate in the purchase of one or
more  policies of single life  insurance  coverage on the life of Employee.  The
purpose of such  single  life  insurance  coverage  shall be to allow the Policy
Owner to reimburse the Corporation upon the death of Employee, while his wife is
still living, for the Net Advances.

     10.2 Any such single life insurance  policies on Employee purchased for the
purpose  described  in 10.1  above  shall  be  owned by the  Policy  Owner.  The
Corporation shall be responsible for the remittance of the entire premium due on
each such policy.

     10.3 The  Policy  Owner  shall  assign  all  rights in such  polices to the
Corporation.  No Restricting Event shall apply to any such policies described in
this Article Ten.

     10.4 The Policy Owner shall execute an irrevocable  beneficiary designation
for each such single life insurance  policy showing the  Corporation's  right to
receive  from the Term  Proceeds  the  unreimbursed  Net Advances and the Policy
Owner's right to receive the balance of the Term Proceeds, if any.

     10.5 Policy Owner  agrees that if Employee  dies while any such single life
polices  are  in  force,   it  shall  first  apply  the  Term  Proceeds  to  the
reimbursement of the amounts due to the Corporation under this Agreement,  up to
the entire amount  thereof.  Any balance of Term Proceeds  remaining  after full
reimbursement  to the  Corporation  of the amount due it under the terms of this
Agreement shall be retained by the Policy Owner.

     10.6 Policy  Owner shall  instruct  the  insurance  company to send premium
notices for such single life policies  directly to the  Corporation  and to send
duplicate policy statements to the Policy Owner and the Corporation.

                                                   ARTICLE ELEVEN
                                                  ERISA PROVISIONS
     11.1 For purposes of meeting the  requirements  of the Employee  Retirement
Income Security Act of 1974  (hereinafter  called  "ERISA"),  the Corporation is
hereby  designated  as the "Named  Fiduciary"  under this  Agreement.  The Named
Fiduciary  shall  have  authority  to  control  and  manage  the  operation  and
administration  of this  Agreement  in  compliance  with ERISA,  and it shall be
responsible for establishing and carrying out a policy funding method consistent
with the requirements of ERISA and the objectives of this Agreement.

     11.2 The  Corporation  shall  make  all  determinations  concerning  rights
granted  under  ERISA to  benefits  under this  Agreement.  Any  decision by the
Corporation  denying a claim by a claimant  for  benefits  under this  Agreement
shall be stated in  writing  and  delivered  or  mailed  to the  claimant.  Such
decision shall set forth specific reasons for denial, written to the best of the
Corporation's  ability  in a manner  that  may be  understood  without  legal or
actuarial  counsel.  In  addition,  the  Corporation  shall  afford a reasonable
opportunity  to the claimant for a full and fair review of the decision  denying
such claim.

                                                   ARTICLE TWELVE
                                              MISCELLANEOUS PROVISIONS
     12.1 The parties  agree to execute  any  documents  necessary  or proper to
carry out the purpose and intent of this Agreement,  including,  but not limited
to, beneficiary designations.

     12.2 This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, their heirs, legal representatives, successors, and assigns.

     12.3 This  Agreement  embodies  all  agreements  made with  respect  to the
Policy, and no change, alteration, or modification may be made except in writing
by all parties hereto.

     12.4 This Agreement shall be governed by the laws of the State of New York,
notwithstanding  any rule or principle of conflicts of law,  including  those of
the State of New York.

     12.5 The Policy Owner shall  promptly  furnish to the  Corporation  and its
designees  copies of all documents  filed with or received from each  respective
insurance  company,  including  but not  limited  to  beneficiary  designations,
premium  notices,  policy  statements,  and any  changes  or  revisions  to such
documents.

     12.6 All notices or other  communications  required or permitted under this
Agreement  shall be in writing  and shall be deemed to have been duly given when
(i) delivered by hand, (ii) sent by facsimile (with receipt confirmed), provided
that a copy is  mailed  (on the same  date) by  certified  or  registered  mail,
postage prepaid,  return receipt requested,  or (iii) received by the addressee,
if sent by Express Mail,  FedEx, or other  reputable  express  delivery  service
(receipt requested), or by first class certified or registered mail, first class
postage prepaid, return receipt requested, addressed as set forth below:

  12.6.1   If to Corporation:
                                    Goody's Family Clothing, Inc.
                                    By Delivery Service:
                                    400 Goody's Lane
                                    Knoxville, Tennessee 37922
                                    By Mail:
                                    P.O. Box 22000
                                    Knoxville, TN 37933-2000
                                    Attention: President

                                    With a copy to:

                                    Regis Hebbeler, General Counsel
                                    By Delivery Service:
                                    400 Goody's Lane
                                    Knoxville, Tennessee 37922
                                    By Mail:
                                    P.O. Box 22000
                                    Knoxville, TN 37933-2000

 12.6.2   If to Policy Owner:

                                    Harold I. Apolinsky, Trustee of the Robert
                                    and Wendy Goodfriend
                                    Irrevocable Trust, dated January 20, 1999
                                    P.O. Box 55727
                                    Birmingham, Alabama 35255-5727

                                    With a copy to:

                                    Robert M. Goodfriend
                                    400 East Fox Den Drive
                                    Knoxville, Tennessee 37922

Any party may change the address or addresses to which  communications or copies
are to be sent by giving notice of such change of address in conformity with the
provisions of this paragraph 12.6 for the giving of notice.

     12.7 All interest  charges with respect to any Policy loan shall be paid by
the party taking the loan.

                  IN WITNESS  WHEREOF,  the parties  hereto have set their hands
and seals effective as of the 22nd day of October, 1999.

                            GOODY'S FAMILY CLOTHING, INC.,
                             a Tennessee corporation


                              By:___/s/ Harry M. Call____________________
                                  Harry M. Call
                                  Its President
                                  (CORPORATION)

ATTEST:


By:__/s/ Regis Hebbeler_________
     Regis Hebbeler
Its Assistant Secretary to the Board


                                    ROBERT AND WENDY GOODFRIEND
                                     IRREVOCABLE TRUST
                                  dated January 20, 1999


 ..................................By:_____/s/ Jeffrey A. Goodfriend________
                                         Jeffrey A. Goodfriend
                                        Its Trustee


 ..................................By:____/s/ Stacey A. Goodfriend______________
                                          Stacey A. Goodfreind
                                        Its Trustee


 ................................By:__/s/ Harold I. Apolinsky__________________
                                         Harold I. Apolinsky
                                        Its Trustee

                                                (POLICY OWNER)



                                     ___/s/ Robert M. Goodfriend________
                                        Robert M. Goodfriend
                                          (EMPLOYEE)


<PAGE>






                                                     EXHIBIT "A"


     1. Pacific Life MVP Variable Universal Life Insurance Policy No. VP60849130

     B. John Hancock Life Insurance  Company  Majestic  Variable  Universal Life
Insurance Policy No. 20037032

     C. John Hancock Life Insurance  Company  Majestic  Universal Life Insurance
Policy No. 5700570

     D. John Hancock Life Insurance  Company  Majestic  Universal Life Insurance
Policy No. 5700588

     E. Northwest Mutual Life Insurance Company Policy No. 15067219






<PAGE>


                                                COLLATERAL ASSIGNMENT

                  THIS  ASSIGNMENT  is made to be effective as of the 1st day of
July,  1999 by  JEFFREY  A.  GOODFRIEND,  STACEY  A.  GOODFRIEND  and  HAROLD I.
APOLINSKY, as Trustees (collectively with all successors,  the "Trustees" or the
"Assignor") of the ROBERT AND WENDY GOODFRIEND  IRREVOCABLE TRUST (the "Trust"),
as owner and beneficiary of a certain policy of insurance on the lives of ROBERT
M.  GOODFRIEND  and WENDY S.  GOODFRIEND  (the  "Insureds"),  and GOODY'S FAMILY
CLOTHING, INC., a Tennessee corporation (the "Assignee").

                  WHEREAS,  the Assignor and the Assignee are  contemporaneously
entering into a Split Dollar Life Insurance Agreement (the "Agreement"); and

                  WHEREAS,  the  Assignor  has  agreed to  furnish  to  Assignee
collateral  security for  payments to be made by Assignor to Assignee  under the
Agreement;

                  NOW,  THEREFORE,  the Assignor hereby assigns to the Assignee,
its successors,  and assigns certain rights to the extent described in Article 3
below under Insurance Policy No. 20037032, issued by John Hancock Life Insurance
Company  (hereinafter  called the "Insurer"),  and any  supplementary  contracts
issued  in  connection   therewith   (such  policy  and  contracts   hereinafter
collectively  called the "Policy),  under which ROBERT M.GOODFRIEND and WENDY S.
GOODFRIEND  are the insureds,  such that the Assignee shall have the rights of a
revocable  creditor  beneficiary of the Policy,  subject to all the terms of the
Policy.

         The Assignor agrees, and the Assignee, by the acceptance hereof, agrees
to the following conditions:

1. Liabilities secured.  This assignment is made and the Policy is to be held as
collateral  security for certain  liabilities  of the Assignor to the  Assignee,
either now existing with respect to the Policy or that may hereafter  arise with
respect to the Policy, as and to the extent set forth in the Agreement.

2.  Representation  of solvency.  The Assignor  declares that no  proceedings in
bankruptcy  are pending  against the Assignor and that the Trust property is not
subject to any assignment for the benefit of creditors.

3. Specific  rights  assigned.  Without  detracting  from the  generality of the
foregoing,  Assignor hereby grants the following specific rights to the Assignee
in this assignment:

     a.  Until  the  occurrence  of a  Restricting  Event  (as  defined  in  the
Agreement),  Assignee is granted exclusively the following rights: (i) the right
to surrender the Policy; (ii) the right to change the beneficiary of the Policy;
(iii) the right to select  dividend  options;  (iv) the right to select optional
methods  of  settlement  with  regard to the death  benefits  payable  under the
Policy;  (v) the right to assign  its  rights in the  Policy;  (vi) the right to
obtain a policy  loan or loans on the Policy,  provided  that the amount of such
loans  together  with the  interest  therein  shall at no time  exceed  the cash
surrender value of the Policy as of the date to which the premiums on the Policy
have been paid; and (vii) the right to withdraw or borrow against the cash value
of the Policy as described in and subject to the terms of the Agreement.

     b. Upon the death of the  latter to die of the  Insureds,  whether or not a
Restricting Event (as defined in the Agreement) has occurred, the Assignee shall
have the right to receive, and the Insurer shall pay to the Assignee,  an amount
equal to the aggregate  unreimbursed premiums paid by Assignee in respect of the
Policy  less the  amounts,  if any,  that have been  received  by  Assignee as a
beneficiary  of the  Policy,  and less any  outstanding  Policy  loans  taken by
Assignee.

     c. In the event the Policy is  surrendered  or  canceled  by the  Trustees,
Assignee shall have the right to be repaid all unreimbursed  amounts paid by the
Assignee for the premiums on the Policy, taking into account any additional sums
remitted to  Assignee  pursuant  to Section  3.3 of the  Agreement  less (i) any
amounts received in respect of the Policy by Assignee from the insurance company
and (ii) less any outstanding Policy loans taken by Assignee. Any balance of any
cash surrender value received shall be retained by the Trustees.

     d. The Assignee shall have no other rights,  options,  privileges or powers
in and to the Policy as a result of this Assignment.

4. Covenants of Assignee.  The Assignee covenants as follows:

     a. Any  balance of sums that may be  received  hereunder  from the  Insurer
remaining  after  payment to the  Assignee as provided in the  Agreement  in the
event the  Agreement is  terminated  will be paid by the Assignee to the persons
who would be entitled  thereto under the terms of the Policy had this Assignment
not been executed.

     b. Following the occurrence of a Restricting Event, the Assignee will, upon
request,  forward  the Policy  without  unreasonable  delay to the  Insurer  for
endorsement of any designation or change of  beneficiary,  or any election of an
optional mode of settlement.

5. Authorization to Insurer. Unless the Insurer has been given written notice by
the Assignor and the Assignee to the contrary,  the Insurer is hereby authorized
to recognize the Assignee's claims to rights hereunder without investigating the
reason for any action  taken by the  Assignee,  or the validity or amount of the
liabilities,  or the existence of any default therein,  or the application to be
made by the Assignee of any amounts to be paid to the Assignee. The signature of
the  Assignee  shall be  sufficient  for the  exercise  of its rights  under the
Policy,  and the receipt of the Assignee for any sums  received  shall be a full
discharge and release therefor to the Insurer. Checks for all or any part of the
sums  payable  under the  Policy  shall be drawn to the  exclusive  order of the
Assignee, if so requested by the Assignee.

6.  Exercise of Rights.  The  exercise of any right given herein to the Assignee
shall be at the option of the  Assignee,  but the Assignee may exercise any such
right  without  notice  to, or assent by the  Assignor,  without  affecting  the
liability of, or releasing any interest hereby assigned by the Assignor.

7.  Termination and Amendment of Assignment.  This Assignment may not be altered
or changed without the consent of the Assignee and the Assignor. As long as this
Agreement is in force,  the Assignee may not,  without the prior written consent
of the Assignor,  exercise any right under this  Assignment that would reduce or
compromise the death benefit payable under the Agreement.

8. Insurer  Protected.  The Insurer shall be fully  protected in recognizing any
request  made by the  Assignor  with  respect to the exercise of any incident of
ownership in and to the Policy, with or without the consent of the Assignee, and
upon  surrender  of the  Policy,  the Policy  shall be  terminated  and be of no
further force or effect.

9.  Construction.  In the event of any conflict  between the  provisions of
this  Assignment  and the  provisions of the  Agreement,  the  provisions of the
Agreement shall control.

10. Payment of Assignee's  Obligation.  Upon the full payment to the Assignee of
the Assignor's  obligation under the Agreement,  the Assignee shall release this
Assignment,  and the ownership of the Policy shall be free of all provisions and
restrictions of this Assignment.

                  IN  WITNESS  WHEREOF,  the  Assignor  and  Assignee  have duly
executed this Assignment on the day and year first set forth above.


                                    _  /s/  Jeffrey A. Goodfriend__________
                                       JEFFREY A. GOODFRIEND, as Trustee of
                                       THE ROBERT AND WENDY GOODFRIEND
                                       IRREVOCABLE TRUST

                                    __ /s/  Stacey A. Goodfriend
                                       STACEY A. GOODFRIEND, as Trustee of
                                       THE ROBERT AND WENDY GOODFRIEND
                                       IRREVOCABLE TRUST

                                   __  /s/ Harold I. Apolinsky
                                       HAROLD APOLINSKY, as Trustee of
                                       THE ROBERT AND WENDY GOODFRIEND
                                       IRREVOCABLE TRUST


                                       GOODY'S FAMILY CLOTHING, INC.


                                    By:_/s/  Harry M. Call_______________
                                        Harry M. Call
                                        Its:__President______________________


<PAGE>



                                                COLLATERAL ASSIGNMENT

                  THIS  ASSIGNMENT  is made to be effective as of the 1st day of
July,  1999 by  JEFFREY  A.  GOODFRIEND,  STACEY  A.  GOODFRIEND  and  HAROLD I.
APOLINSKY, as Trustees (collectively with all successors,  the "Trustees" or the
"Assignor") of the ROBERT AND WENDY GOODFRIEND  IRREVOCABLE TRUST (the "Trust"),
as owner and beneficiary of a certain policy of insurance on the lives of ROBERT
M.  GOODFRIEND  and WENDY S.  GOODFRIEND  (the  "Insureds"),  and GOODY'S FAMILY
CLOTHING, INC., a Tennessee corporation (the "Assignee").

                  WHEREAS,  the Assignor and the Assignee are  contemporaneously
entering into a Split Dollar Life Insurance Agreement (the "Agreement"); and

                  WHEREAS,  the  Assignor  has  agreed to  furnish  to  Assignee
collateral  security for  payments to be made by Assignor to Assignee  under the
Agreement;

                  NOW,  THEREFORE,  the Assignor hereby assigns to the Assignee,
its successors,  and assigns certain rights to the extent described in Article 3
below under Insurance Policy No. 5700570,  issued by John Hancock Life Insurance
Company  (hereinafter  called the "Insurer"),  and any  supplementary  contracts
issued  in  connection   therewith   (such  policy  and  contracts   hereinafter
collectively  called the "Policy),  under which ROBERT M.GOODFRIEND and WENDY S.
GOODFRIEND  are the insureds,  such that the Assignee shall have the rights of a
revocable  creditor  beneficiary of the Policy,  subject to all the terms of the
Policy.

              The Assignor agrees,  and the Assignee,  by the acceptance hereof,
agrees to the following conditions:

1. Liabilities secured. This assignment is made and the Policy is to be held as
collateral  security for certain  liabilities  of the Assignor to the  Assignee,
either now existing with respect to the Policy or that may hereafter  arise with
respect to the Policy, as and to the extent set forth in the Agreement.

2.  Representation  of solvency.  The Assignor  declares that no proceedings in
bankruptcy  are pending  against the Assignor and that the Trust property is not
subject to any assignment for the benefit of creditors.

3.  Specific  rights  assigned.  Without  detracting from the generality of the
foregoing,  Assignor hereby grants the following specific rights to the Assignee
in this assignment:

     a. Until  the  occurrence  of  a  Restricting  Event  (as  defined  in  the
Agreement),  Assignee is granted exclusively the following rights: (i) the right
to surrender the Policy; (ii) the right to change the beneficiary of the Policy;
(iii) the right to select  dividend  options;  (iv) the right to select optional
methods  of  settlement  with  regard to the death  benefits  payable  under the
Policy;  (v) the right to assign  its  rights in the  Policy;  (vi) the right to
obtain a policy  loan or loans on the Policy,  provided  that the amount of such
loans  together  with the  interest  therein  shall at no time  exceed  the cash
surrender value of the Policy as of the date to which the premiums on the Policy
have been paid; and (vii) the right to withdraw or borrow against the cash value
of the Policy as described in and subject to the terms of the Agreement.

    b. Upon the death of the  latter to die of the  Insureds,  whether  or not a
Restricting Event (as defined in the Agreement) has occurred, the Assignee shall
have the right to receive, and the Insurer shall pay to the Assignee,  an amount
equal to the aggregate  unreimbursed premiums paid by Assignee in respect of the
Policy  less the  amounts,  if any,  that have been  received  by  Assignee as a
beneficiary  of the  Policy,  and less any  outstanding  Policy  loans  taken by
Assignee.

    c. In the event the  Policy is  surrendered  or  canceled  by the  Trustees,
Assignee shall have the right to be repaid all unreimbursed  amounts paid by the
Assignee for the premiums on the Policy, taking into account any additional sums
remitted to  Assignee  pursuant  to Section  3.3 of the  Agreement  less (i) any
amounts received in respect of the Policy by Assignee from the insurance company
and (ii) less any outstanding Policy loans taken by Assignee. Any balance of any
cash surrender value received shall be retained by the Trustees.

    d. The Assignee shall have no other rights, options, privileges or powers in
and to the Policy as a result of this Assignment.

4. Covenants of Assignee.  The Assignee covenants as follows:

     a. Any  balance of sums that may be  received  hereunder  from the  Insurer
remaining  after  payment to the  Assignee as provided in the  Agreement  in the
event the  Agreement is  terminated  will be paid by the Assignee to the persons
who would be entitled  thereto under the terms of the Policy had this Assignment
not been executed.

     b. Following the occurrence of a Restricting Event, the Assignee will, upon
request,  forward  the Policy  without  unreasonable  delay to the  Insurer  for
endorsement of any designation or change of  beneficiary,  or any election of an
optional mode of settlement.

5.  Authorization to Insurer.  Unless the Insurer has been given written notice
by the  Assignor  and the  Assignee  to the  contrary,  the  Insurer  is  hereby
authorized  to  recognize  the  Assignee's  claims to rights  hereunder  without
investigating  the reason for any action taken by the Assignee,  or the validity
or amount of the liabilities,  or the existence of any default  therein,  or the
application  to be  made  by the  Assignee  of any  amounts  to be  paid  to the
Assignee.  The signature of the Assignee shall be sufficient for the exercise of
its  rights  under the  Policy,  and the  receipt of the  Assignee  for any sums
received shall be a full discharge and release therefore to the Insurer.  Checks
for all or any part of the sums  payable  under the Policy shall be drawn to the
exclusive order of the Assignee, if so requested by the Assignee.

6.  Exercise of Rights.  The exercise of any right given herein to the Assignee
shall be at the option of the  Assignee,  but the Assignee may exercise any such
right  without  notice  to, or assent by the  Assignor,  without  affecting  the
liability of, or releasing any interest hereby assigned by the Assignor.

7. Termination and Amendment of Assignment.  This Assignment may not be altered
or changed without the consent of the Assignee and the Assignor. As long as this
Agreement is in force,  the Assignee may not,  without the prior written consent
of the Assignor,  exercise any right under this  Assignment that would reduce or
compromise the death benefit payable under the Agreement.

8. Insurer  Protected.  The Insurer shall be fully protected in recognizing any
request  made by the  Assignor  with  respect to the exercise of any incident of
ownership in and to the Policy, with or without the consent of the Assignee, and
upon  surrender  of the  Policy,  the Policy  shall be  terminated  and be of no
further force or effect.

9.  Construction.  In the event of any conflict  between the provisions of
this  Assignment  and the  provisions of the  Agreement,  the  provisions of the
Agreement shall control.

10. Payment of Assignee's  Obligation.  Upon the full payment to the Assignee of
the Assignor's  obligation under the Agreement,  the Assignee shall release this
Assignment,  and the ownership of the Policy shall be free of all provisions and
restrictions of this Assignment.

                  IN  WITNESS  WHEREOF,  the  Assignor  and  Assignee  have duly
executed this Assignment on the day and year first set forth above.


                                    __ /s/ Jeffrey A. Goodfriend_________
                                    JEFFREY A. GOODFRIEND, as Trustee of
                                    THE ROBERT AND WENDY GOODFRIEND
                                    IRREVOCABLE TRUST

                                   __ /s/ Stacey A. Goodfriend
                                     STACEY A. GOODFRIEND, as Trustee of
                                     THE ROBERT AND WENDY GOODFRIEND
                                     IRREVOCABLE TRUST

                                   __ /s/ Harold I. Apolinsky
                                       HAROLD APOLINSKY, as Trustee of
                                       THE ROBERT AND WENDY GOODFRIEND
                                       IRREVOCABLE TRUST


                                    GOODY'S FAMILY CLOTHING, INC.

                                   By:___/s/ Harry M. Call   __________
                                         Harry M. Call
                                        Its:__President   ____________



                                                COLLATERAL ASSIGNMENT

                  THIS  ASSIGNMENT  is made to be effective as of the 1st day of
July,  1999 by  JEFFREY  A.  GOODFRIEND,  STACEY  A.  GOODFRIEND  and  HAROLD I.
APOLINSKY, as Trustees (collectively with all successors,  the "Trustees" or the
"Assignor") of the ROBERT AND WENDY GOODFRIEND  IRREVOCABLE TRUST (the "Trust"),
as owner and beneficiary of a certain policy of insurance on the lives of ROBERT
M.  GOODFRIEND  and WENDY S.  GOODFRIEND  (the  "Insureds"),  and GOODY'S FAMILY
CLOTHING, INC., a Tennessee corporation (the "Assignee").

                  WHEREAS,  the Assignor and the Assignee are  contemporaneously
entering into a Split Dollar Life Insurance Agreement (the "Agreement"); and

                  WHEREAS,  the  Assignor  has  agreed to  furnish  to  Assignee
collateral  security for  payments to be made by Assignor to Assignee  under the
Agreement;

                  NOW,  THEREFORE,  the Assignor hereby assigns to the Assignee,
its successors,  and assigns certain rights to the extent described in Article 3
below under Insurance Policy No. 5700588,  issued by John Hancock Life Insurance
Company  (hereinafter  called the "Insurer"),  and any  supplementary  contracts
issued  in  connection   therewith   (such  policy  and  contracts   hereinafter
collectively  called the "Policy),  under which ROBERT M.GOODFRIEND and WENDY S.
GOODFRIEND  are the insureds,  such that the Assignee shall have the rights of a
revocable  creditor  beneficiary of the Policy,  subject to all the terms of the
Policy.

         The Assignor agrees, and the Assignee, by the acceptance hereof, agrees
to the following conditions:

1. Liabilities secured. This assignment is made and the Policy is to be held as
collateral  security for certain  liabilities  of the Assignor to the  Assignee,
either now existing with respect to the Policy or that may hereafter  arise with
respect to the Policy, as and to the extent set forth in the Agreement.

2.  Representation  of solvency.  The Assignor  declares that no proceedings in
bankruptcy  are pending  against the Assignor and that the Trust property is not
subject to any assignment for the benefit of creditors.

3.  Specific  rights  assigned.  Without  detracting from the generality of the
foregoing,  Assignor hereby grants the following specific rights to the Assignee
in this assignment:

     a.  Until  the  occurrence  of a  Restricting  Event  (as  defined  in  the
Agreement),  Assignee is granted exclusively the following rights: (i) the right
to surrender the Policy; (ii) the right to change the beneficiary of the Policy;
(iii) the right to select  dividend  options;  (iv) the right to select optional
methods  of  settlement  with  regard to the death  benefits  payable  under the
Policy;  (v) the right to assign  its  rights in the  Policy;  (vi) the right to
obtain a policy  loan or loans on the Policy,  provided  that the amount of such
loans  together  with the  interest  therein  shall at no time  exceed  the cash
surrender value of the Policy as of the date to which the premiums on the Policy
have been paid; and (vii) the right to withdraw or borrow against the cash value
of the Policy as described in and subject to the terms of the Agreement.

   b. Upon the death of the  latter to die of the  Insureds,  whether or not a
Restricting Event (as defined in the Agreement) has occurred, the Assignee shall
have the right to receive, and the Insurer shall pay to the Assignee,  an amount
equal to the aggregate  unreimbursed premiums paid by Assignee in respect of the
Policy  less the  amounts,  if any,  that have been  received  by  Assignee as a
beneficiary  of the  Policy,  and less any  outstanding  Policy  loans  taken by
Assignee.

     c. In the event the Policy is  surrendered  or  canceled  by the  Trustees,
Assignee shall have the right to be repaid all unreimbursed  amounts paid by the
Assignee for the premiums on the Policy, taking into account any additional sums
remitted to  Assignee  pursuant  to Section  3.3 of the  Agreement  less (i) any
amounts received in respect of the Policy by Assignee from the insurance company
and (ii) less any outstanding Policy loans taken by Assignee. Any balance of any
cash surrender value received shall be retained by the Trustees.

     d. The Assignee shall have no other rights,  options,  privileges or powers
in and to the Policy as a result of this Assignment.

4. Covenants of Assignee.  The Assignee covenants as follows:

     a. Any  balance of sums that may be  received  hereunder  from the  Insurer
remaining  after  payment to the  Assignee as provided in the  Agreement  in the
event the  Agreement is  terminated  will be paid by the Assignee to the persons
who would be entitled  thereto under the terms of the Policy had this Assignment
not been executed.

     b. Following the occurrence of a Restricting Event, the Assignee will, upon
request,  forward  the Policy  without  unreasonable  delay to the  Insurer  for
endorsement of any designation or change of  beneficiary,  or any election of an
optional mode of settlement.

5.  Authorization to Insurer.  Unless the Insurer has been given written notice
by the  Assignor  and the  Assignee  to the  contrary,  the  Insurer  is  hereby
authorized  to  recognize  the  Assignee's  claims to rights  hereunder  without
investigating  the reason for any action taken by the Assignee,  or the validity
or amount of the liabilities,  or the existence of any default  therein,  or the
application  to be  made  by the  Assignee  of any  amounts  to be  paid  to the
Assignee.  The signature of the Assignee shall be sufficient for the exercise of
its  rights  under the  Policy,  and the  receipt of the  Assignee  for any sums
received shall be a full discharge and release  therefor to the Insurer.  Checks
for all or any part of the sums  payable  under the Policy shall be drawn to the
exclusive order of the Assignee, if so requested by the Assignee.

6.  Exercise of Rights.  The exercise of any right given herein to the Assignee
shall be at the option of the  Assignee,  but the Assignee may exercise any such
right  without  notice  to, or assent by the  Assignor,  without  affecting  the
liability of, or releasing any interest hereby assigned by the Assignor.

7. Termination and Amendment of Assignment.  This Assignment may not be altered
or changed without the consent of the Assignee and the Assignor. As long as this
Agreement is in force,  the Assignee may not,  without the prior written consent
of the Assignor,  exercise any right under this  Assignment that would reduce or
compromise the death benefit payable under the Agreement.

8. Insurer  Protected.  The Insurer shall be fully protected in recognizing any
request  made by the  Assignor  with  respect to the exercise of any incident of
ownership in and to the Policy, with or without the consent of the Assignee, and
upon  surrender  of the  Policy,  the Policy  shall be  terminated  and be of no
further force or effect.

9.  Construction.  In the event of any conflict  between the provisions of
this  Assignment  and the  provisions of the  Agreement,  the  provisions of the
Agreement shall control.

10. Payment of Assignee's  Obligation.  Upon the full payment to the Assignee of
the Assignor's  obligation under the Agreement,  the Assignee shall release this
Assignment,  and the ownership of the Policy shall be free of all provisions and
restrictions of this Assignment.

                  IN  WITNESS  WHEREOF,  the  Assignor  and  Assignee  have duly
executed this Assignment on the day and year first set forth above.


                             ______/s/ Jeffrey A. Goodfriend________________
                                      JEFFREY A. GOODFRIEND, as Trustee of
                                      THE ROBERT AND WENDY GOODFRIEND
                                      IRREVOCABLE TRUST

                             _____ /s/ Stacey A. Goodfriend   _____
                                       STACEY A. GOODFRIEND, as Trustee of
                                       THE ROBERT AND WENDY GOODFRIEND
                                       IRREVOCABLE TRUST

                              ____ /s/ Harold I. Apolinsky
                                        HAROLD APOLINSKY, as Trustee of
                                        THE ROBERT AND WENDY GOODFRIEND
                                        IRREVOCABLE TRUST


                                    GOODY'S FAMILY CLOTHING, INC.

                              By:____/s/ Harry M. Call    _______
                                          Harry M. Call
                                         Its:___President___________

<PAGE>




                                                COLLATERAL ASSIGNMENT

                  THIS  ASSIGNMENT  is made to be effective as of the 1st day of
July,  1999 by  JEFFREY  A.  GOODFRIEND,  STACEY  A.  GOODFRIEND  and  HAROLD I.
APOLINSKY, as Trustees (collectively with all successors,  the "Trustees" or the
"Assignor") of the ROBERT AND WENDY GOODFRIEND  IRREVOCABLE TRUST (the "Trust"),
as owner and beneficiary of a certain policy of insurance on the lives of ROBERT
M.  GOODFRIEND  and WENDY S.  GOODFRIEND  (the  "Insureds"),  and GOODY'S FAMILY
CLOTHING, INC., a Tennessee corporation (the "Assignee").

                  WHEREAS,  the Assignor and the Assignee are  contemporaneously
entering into a Split Dollar Life Insurance Agreement (the "Agreement"); and

                  WHEREAS,  the  Assignor  has  agreed to  furnish  to  Assignee
collateral  security for  payments to be made by Assignor to Assignee  under the
Agreement;

                  NOW,  THEREFORE,  the Assignor hereby assigns to the Assignee,
its successors,  and assigns certain rights to the extent described in Article 3
below under Insurance  Policy No.  VP60849130,  issued by Pacific Life Insurance
Company  (hereinafter  called the "Insurer"),  and any  supplementary  contracts
issued  in  connection   therewith   (such  policy  and  contracts   hereinafter
collectively  called the "Policy),  under which ROBERT M.GOODFRIEND and WENDY S.
GOODFRIEND  are the insureds,  such that the Assignee shall have the rights of a
revocable  creditor  beneficiary of the Policy,  subject to all the terms of the
Policy.

         The Assignor agrees, and the Assignee, by the acceptance hereof, agrees
to the following conditions:

1. Liabilities secured. This assignment is made and the Policy is to be held as
collateral  security for certain  liabilities  of the Assignor to the  Assignee,
either now existing with respect to the Policy or that may hereafter  arise with
respect to the Policy, as and to the extent set forth in the Agreement.

2.  Representation  of solvency.  The Assignor  declares that no proceedings in
bankruptcy  are pending  against the Assignor and that the Trust property is not
subject to any assignment for the benefit of creditors.

3.  Specific  rights  assigned.  Without  detracting from the generality of the
foregoing,  Assignor hereby grants the following specific rights to the Assignee
in this assignment:

     a.  Until  the  occurrence  of a  Restricting  Event  (as  defined  in  the
Agreement),  Assignee is granted exclusively the following rights: (i) the right
to surrender the Policy; (ii) the right to change the beneficiary of the Policy;
(iii) the right to select  dividend  options;  (iv) the right to select optional
methods  of  settlement  with  regard to the death  benefits  payable  under the
Policy;  (v) the right to assign  its  rights in the  Policy;  (vi) the right to
obtain a policy  loan or loans on the Policy,  provided  that the amount of such
loans  together  with the  interest  therein  shall at no time  exceed  the cash
surrender value of the Policy as of the date to which the premiums on the Policy
have been paid; and (vii) the right to withdraw or borrow against the cash value
of the Policy as described in and subject to the terms of the Agreement.

     b. Upon the death of the  latter to die of the  Insureds,  whether or not a
Restricting Event (as defined in the Agreement) has occurred, the Assignee shall
have the right to receive, and the Insurer shall pay to the Assignee,  an amount
equal to the aggregate  unreimbursed premiums paid by Assignee in respect of the
Policy  less the  amounts,  if any,  that have been  received  by  Assignee as a
beneficiary  of the  Policy,  and less any  outstanding  Policy  loans  taken by
Assignee.

     c. In the event the Policy is  surrendered  or  canceled  by the  Trustees,
Assignee shall have the right to be repaid all unreimbursed  amounts paid by the
Assignee for the premiums on the Policy, taking into account any additional sums
remitted to  Assignee  pursuant  to Section  3.3 of the  Agreement  less (i) any
amounts received in respect of the Policy by Assignee from the insurance company
and (ii) less any outstanding Policy loans taken by Assignee. Any balance of any
cash surrender value received shall be retained by the Trustees.

     d. The Assignee shall have no other rights,  options,  privileges or powers
in and to the Policy as a result of this Assignment.

4. Covenants of Assignee.  The Assignee covenants as follows:

     a. Any  balance of sums that may be  received  hereunder  from the  Insurer
remaining  after  payment to the  Assignee as provided in the  Agreement  in the
event the  Agreement is  terminated  will be paid by the Assignee to the persons
who would be entitled  thereto under the terms of the Policy had this Assignment
not been executed.

     b. The Assignee will, upon request, forward the Policy without unreasonable
delay  to  the  Insurer  for   endorsement  of  any  designation  or  change  of
beneficiary, or any election of an optional mode of settlement.

5.  Authorization to Insurer.  Unless the Insurer has been given written notice
by the  Assignor  and the  Assignee  to the  contrary,  the  Insurer  is  hereby
authorized  to  recognize  the  Assignee's  claims to rights  hereunder  without
investigating  the reason for any action taken by the Assignee,  or the validity
or amount of the liabilities,  or the existence of any default  therein,  or the
application  to be  made  by the  Assignee  of any  amounts  to be  paid  to the
Assignee.  The signature of the Assignee shall be sufficient for the exercise of
its  rights  under the  Policy,  and the  receipt of the  Assignee  for any sums
received shall be a full discharge and release  therefor to the Insurer.  Checks
for all or any part of the sums  payable  under the Policy shall be drawn to the
exclusive order of the Assignee, if so requested by the Assignee.

6.  Exercise of Rights.  The exercise of any right given herein to the Assignee
shall be at the option of the  Assignee,  but the Assignee may exercise any such
right  without  notice  to, or assent by the  Assignor,  without  affecting  the
liability of, or releasing any interest hereby assigned by the Assignor.

7. Termination and Amendment of Assignment.  This Assignment may not be altered
or changed without the consent of the Assignee and the Assignor. As long as this
Agreement is in force,  the Assignee may not,  without the prior written consent
of the Assignor,  exercise any right under this  Assignment that would reduce or
compromise the death benefit payable under the Agreement.

8. Insurer  Protected.  The Insurer shall be fully protected in recognizing any
request  made by the  Assignor  with  respect to the exercise of any incident of
ownership in and to the Policy, with or without the consent of the Assignee, and
upon  surrender  of the  Policy,  the Policy  shall be  terminated  and be of no
further force or effect.

9.  Construction.  In the event of any conflict  between the provisions of
this  Assignment  and the  provisions of the  Agreement,  the  provisions of the
Agreement shall control.

10. Payment of Assignee's  Obligation.  Upon the full payment to the Assignee of
the Assignor's  obligation under the Agreement,  the Assignee shall release this
Assignment,  and the ownership of the Policy shall be free of all provisions and
restrictions of this Assignment.

                  IN  WITNESS  WHEREOF,  the  Assignor  and  Assignee  have duly
executed this Assignment on the day and year first set forth above.


                                   ___ /s/ Jeffrey A. Goodfriend
                                          JEFFREY A. GOODFRIEND, as Trustee of
                                          THE ROBERT AND WENDY GOODFRIEND
                                          IRREVOCABLE TRUST

                                   ___ /s/ Stacey A. Goodfriend
                                          STACEY A. GOODFRIEND, as Trustee of
                                          THE ROBERT AND WENDY GOODFRIEND
                                          IRREVOCABLE TRUST

                                   ___ /s/ Harold I. Apolinsky
                                          HAROLD APOLINSKY, as Trustee of
                                          THE ROBERT AND WENDY GOODFRIEND
                                          IRREVOCABLE TRUST


                                      GOODY'S FAMILY CLOTHING, INC.

                                   By:___/s/ Harry M. Call______________
                                           Harry M. Call
                                        Its:_President________________________



<PAGE>



                                                COLLATERAL ASSIGNMENT

                  THIS  ASSIGNMENT  is made to be effective as of the 1st day of
July,  1999 by  JEFFREY  A.  GOODFRIEND,  STACEY  A.  GOODFRIEND  and  HAROLD I.
APOLINSKY, as Trustees (collectively with all successors,  the "Trustees" or the
"Assignor") of the ROBERT AND WENDY GOODFRIEND  IRREVOCABLE TRUST (the "Trust"),
as owner and beneficiary of a certain policy of insurance on the lives of ROBERT
M.  GOODFRIEND  and WENDY S.  GOODFRIEND  (the  "Insureds"),  and GOODY'S FAMILY
CLOTHING, INC., a Tennessee corporation (the "Assignee").

                  WHEREAS,  the Assignor and the Assignee are  contemporaneously
entering into a Split Dollar Life Insurance Agreement (the "Agreement"); and

                  WHEREAS,  the  Assignor  has  agreed to  furnish  to  Assignee
collateral  security for  payments to be made by Assignor to Assignee  under the
Agreement;

                  NOW,  THEREFORE,  the Assignor hereby assigns to the Assignee,
its successors,  and assigns certain rights to the extent described in Article 3
below under  Insurance  Policy No.  15067219,  issued by  Northwest  Mutual Life
Insurance  Company  (hereinafter  called the "Insurer"),  and any  supplementary
contracts issued in connection therewith (such policy and contracts  hereinafter
collectively  called the "Policy),  under which ROBERT M.GOODFRIEND and WENDY S.
GOODFRIEND  are the insureds,  such that the Assignee shall have the rights of a
revocable  creditor  beneficiary of the Policy,  subject to all the terms of the
Policy.

         The Assignor agrees, and the Assignee, by the acceptance hereof, agrees
to the following conditions:

1. Liabilities secured. This assignment is made and the Policy is to be held as
collateral  security for certain  liabilities  of the Assignor to the  Assignee,
either now existing with respect to the Policy or that may hereafter  arise with
respect to the Policy, as and to the extent set forth in the Agreement.

2.  Representation  of solvency.  The Assignor  declares that no proceedings in
bankruptcy  are pending  against the Assignor and that the Trust property is not
subject to any assignment for the benefit of creditors.

3.  Specific  rights  assigned.  Without  detracting from the generality of the
foregoing,  Assignor hereby grants the following specific rights to the Assignee
in this assignment:

     a.  Until  the  occurrence  of a  Restricting  Event  (as  defined  in  the
Agreement),  Assignee is granted exclusively the following rights: (i) the right
to surrender the Policy; (ii) the right to change the beneficiary of the Policy;
(iii) the right to select  dividend  options;  (iv) the right to select optional
methods  of  settlement  with  regard to the death  benefits  payable  under the
Policy;  (v) the right to assign  its  rights in the  Policy;  (vi) the right to
obtain a policy  loan or loans on the Policy,  provided  that the amount of such
loans  together  with the  interest  therein  shall at no time  exceed  the cash
surrender value of the Policy as of the date to which the premiums on the Policy
have been paid; and (vii) the right to withdraw or borrow against the cash value
of the Policy as described in and subject to the terms of the Agreement.

     b. Upon the death of the  latter to die of the  Insureds,  whether or not a
Restricting Event (as defined in the Agreement) has occurred, the Assignee shall
have the right to receive, and the Insurer shall pay to the Assignee,  an amount
equal to the aggregate  unreimbursed premiums paid by Assignee in respect of the
Policy  less the  amounts,  if any,  that have been  received  by  Assignee as a
beneficiary  of the  Policy,  and less any  outstanding  Policy  loans  taken by
Assignee.

     c. In the event the Policy is  surrendered  or  canceled  by the  Trustees,
Assignee shall have the right to be repaid all unreimbursed  amounts paid by the
Assignee for the premiums on the Policy, taking into account any additional sums
remitted to  Assignee  pursuant  to Section  3.3 of the  Agreement  less (i) any
amounts received in respect of the Policy by Assignee from the insurance company
and (ii) less any outstanding Policy loans taken by Assignee. Any balance of any
cash surrender value received shall be retained by the Trustees.

     d. The Assignee shall have no other rights,  options,  privileges or powers
in and to the Policy as a result of this Assignment.

4. Covenants of Assignee.  The Assignee covenants as follows:

     a. Any  balance of sums that may be  received  hereunder  from the  Insurer
remaining  after  payment to the  Assignee as provided in the  Agreement  in the
event the  Agreement is  terminated  will be paid by the Assignee to the persons
who would be entitled  thereto under the terms of the Policy had this Assignment
not been executed.

     b. Following the occurrence of a Restricting Event, the Assignee will, upon
request,  forward  the Policy  without  unreasonable  delay to the  Insurer  for
endorsement of any designation or change of  beneficiary,  or any election of an
optional mode of settlement.

5.  Authorization to Insurer.  Unless the Insurer has been given written notice
by the  Assignor  and the  Assignee  to the  contrary,  the  Insurer  is  hereby
authorized  to  recognize  the  Assignee's  claims to rights  hereunder  without
investigating  the reason for any action taken by the Assignee,  or the validity
or amount of the liabilities,  or the existence of any default  therein,  or the
application  to be  made  by the  Assignee  of any  amounts  to be  paid  to the
Assignee.  The signature of the Assignee shall be sufficient for the exercise of
its  rights  under the  Policy,  and the  receipt of the  Assignee  for any sums
received shall be a full discharge and release  therefor to the Insurer.  Checks
for all or any part of the sums  payable  under the Policy shall be drawn to the
exclusive order of the Assignee, if so requested by the Assignee.

6.  Exercise of Rights.  The exercise of any right given herein to the Assignee
shall be at the option of the  Assignee,  but the Assignee may exercise any such
right  without  notice  to, or assent by the  Assignor,  without  affecting  the
liability of, or releasing any interest hereby assigned by the Assignor.

7. Termination and Amendment of Assignment.  This Assignment may not be altered
or changed without the consent of the Assignee and the Assignor. As long as this
Agreement is in force,  the Assignee may not,  without the prior written consent
of the Assignor,  exercise any right under this  Assignment that would reduce or
compromise the death benefit payable under the Agreement.

8. Insurer  Protected.  The Insurer shall be fully protected in recognizing any
request  made by the  Assignor  with  respect to the exercise of any incident of
ownership in and to the Policy, with or without the consent of the Assignee, and
upon  surrender  of the  Policy,  the Policy  shall be  terminated  and be of no
further force or effect.

9.  Construction.  In the event of any conflict  between the provisions of
this  Assignment  and the  provisions of the  Agreement,  the  provisions of the
Agreement shall control.

10. Payment of Assignee's  Obligation.  Upon the full payment to the Assignee of
the Assignor's  obligation under the Agreement,  the Assignee shall release this
Assignment,  and the ownership of the Policy shall be free of all provisions and
restrictions of this Assignment.

                  IN  WITNESS  WHEREOF,  the  Assignor  and  Assignee  have duly
executed this Assignment on the day and year first set forth above.


                                 ___ /s/ Jeffrey A. Goodfriend
                                     JEFFREY A. GOODFRIEND, as Trustee of
                                     THE ROBERT AND WENDY GOODFRIEND
                                     IRREVOCABLE TRUST

                                ____ /s/ Stacey A. Goodfriend
                                     STACEY A. GOODFRIEND, as Trustee of
                                     THE ROBERT AND WENDY GOODFRIEND
                                     IRREVOCABLE TRUST

                                ____  /s/ Harold I. Apolinsky
                                     HAROLD APOLINSKY, as Trustee of
                                     THE ROBERT AND WENDY GOODFRIEND
                                     IRREVOCABLE TRUST



                                 GOODY'S FAMILY CLOTHING, INC.

                                 By:___/s/ Harry M. Call_____________
                                      Harry M. Call
                                 Its:__President_____________________




<PAGE>