Exhibit - 10.81

                          GOODY'S FAMILY CLOTHING, INC.
                              AMENDED AND RESTATED
                             1997 STOCK OPTION PLAN

     .....................................THIS  INDENTURE is made as of the 16th
day of May, 1997,  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 Family Clothing,  Inc. 1997
Stock  Option Plan (the  "Plan") to secure and retain the  services of directors
and key employees of the Company and any of its  subsidiaries  by giving them an
opportunity  to  invest  in the  future  success  of the  Company.  The Board of
Directors of the Company (the "Board")  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,  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 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 if the
Board so chooses.  Each member of the  Committee  shall be both a  "Non-employee
Director"  within the  meaning of Rule 16b-3  ("Rule  16b-3") of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and an "Outside Director"
as defined for purposes of Section 162(m) of the Internal  Revenue Code of 1986,
as amended (the "Code").

     Each member of the  Committee  shall serve at the  discretion of the Board,
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  options  granted to  directors  pursuant  to Section 7 hereof  (the
"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  Code  ("Incentive   Stock  Options")  or
non-qualified stock options ("Non-Qualified Stock Options")  (collectively,  the
"Options");

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

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

     (e) the number of shares of the common  stock,  no par value per share,  of
the Company (the "Common Stock") 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 hereunder,  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 such director 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
director 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  subsidiary  corporations  within the meaning of
Code Section 424(f) (each, a "Subsidiary"); provided, however, that an Incentive
Stock  Option may only be  granted  if such  individual  is an  employee  of the
Company  or a  Subsidiary  and that  only  Formula  Options  may be  granted  to
directors who are not also employees or officers of the Company.  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 Common Stock (the "Shares"),
each of which may be the subject of an Incentive Stock Option or a Non-Qualified
Stock Option, in the sole discretion of the Committee.  Any one optionee may not
be granted Options,  including Formula Options, to purchase in excess of 200,000
Shares  during any fiscal year of the Company or in excess of 2,000,000  Shares.
If any Option or Formula Option is canceled,  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;  provided,  however,  that in the case of an Option
which is canceled in the same fiscal year in which it is granted, in determining
whether an optionee has received the maximum  number of Shares he is entitled to
receive during such fiscal year,  both the canceled  Option and any other Option
issued to such optionee during such fiscal year shall be treated as outstanding,
and, in the case of an Option  canceled at any time, in  determining  whether an
optionee  has  received  the maximum  number of Shares he is entitled to receive
during  the term of the Plan,  both the  canceled  Option  and any other  Option
issued  to such  optionee  during  the term of the  Plan  shall  be  treated  as
outstanding.

     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  exercise
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 optionee shall receive at
no  additional  cost upon the  exercise  of his  Option or  Formula  Option,  as
applicable,  subject to any required action by  shareholders  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  (including  cash) to which the terms of the
agreement of merger,  consolidation  or other  reorganization  would entitle the
optionee  to  receive,  if, at the time of the  merger,  consolidation  or other
reorganization, the optionee 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  optionee  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  shareholders  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 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 Common
Stock and the Company's voting securities, respectively; or (ii) the approval by
the shareholders 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 shares of common stock of such corporation and the combined
voting  power of 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 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 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 may
determine, provided that each Agreement or Formula Option Agreement, as the case
may be, shall:

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

          (b) state that the price at which each  Share may be  purchased  shall
      not be less than the "Fair Market Value" (as defined  below) of a Share on
      the date of grant of the Option;

     (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,  as the
              case may be, and the  period or  periods  during the term in which
              the optionee may  exercise  the Option or Formula  Option,  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 grantee 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 (i) to the spouse or
              any lineal  ancestor or  descendant  of the  grantee,  (ii) to any
              trust, the sole  beneficiaries of which are any one or all of such
              grantee,   such  grantee's  spouse  or  any  lineal  ancestors  or
              descendants  of such  grantee,  and (iii) to any  other  person or
              entity  as the  Committee  may  approve.  A holder of an Option or
              Formula  Option  other than the grantee  thereof may not  transfer
              such option other than by will or the laws of lineal descent;

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

                  (g) provide  that,  if a grantee dies or becomes  disabled (as
              defined in Code Section  22(e)(3))  while he is an employee and/or
              director  of the  Company  or a  Subsidiary,  as  applicable,  any
              Options or Formula  Options,  as the case may be,  granted to such
              grantee may be  exercised  by the then holder  thereof at any time
              within one year after the  grantee's  death or  disability  or, if
              earlier,  the  expiration  of the term of such  Option or  Formula
              Option, as the case may be; and

     (h)  specify  whether  the  Option  is  an  Incentive  Stock  Option  or  a
Non-Qualified Stock Option.

     The Committee may provide in any Option or Formula Option,  as the case may
be,  which it grants that a condition  to the exercise of such Option or Formula
Option,  as the case may be,  shall be the  grantee's  agreement  to  remain  an
employee  of and/or to  otherwise  render  services to the Company or any of its
Subsidiaries  for a specified  period of time following the date of grant.  This
condition  shall not impose on the Company or any  Subsidiary  any obligation to
employ the grantee or otherwise  retain the grantee as a director for any period
of time or otherwise constitute a contract of employment.

     The  "Fair  Market  Value" of a Share on a given  date  shall be (a) if the
Common Stock is then listed or admitted  for trading on any national  securities
exchange  or  included  in The Nasdaq  National  Market or The  Nasdaq  SmallCap
Market, the last reported sales price of a Share for the trading day immediately
preceding such date as reported on such exchange or such market, as the case may
be; (b) if the Common  Stock is not then listed or  admitted  for trading on any
national  securities  exchange or included in The Nasdaq  National Market or The
Nasdaq SmallCap  Market,  the average of the last reported closing bid and asked
quotation for a Share as reported on the Automated Quotation System of NASDAQ or
a similar  service if NASDAQ is not reporting such  information  for the trading
day immediately  preceding such date; (c) if the Common Stock is not then listed
or admitted for trading on any national  securities  exchange or included in The
Nasdaq  National  Market or The Nasdaq  SmallCap Market or quoted by NASDAQ or a
similar service,  the average of the last reported bid and asked quotation for a
Share as quoted  by a market  maker in the  Common  Stock  for the  trading  day
immediately  preceding such date(or if there is more than one market maker,  the
bid and asked quotation shall be obtained from two market makers and the average
of the lowest bid and highest asked quotation shall be the "Fair Market Value");
or (d) if the Common  Stock is not then  listed or  admitted  for trading on any
national  securities  exchange or included in The Nasdaq  National Market or The
Nasdaq  SmallCap  Market or quoted by NASDAQ and there is no market maker in the
Common Stock, the fair market value of a Share as determined by the Committee in
good faith.

     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 defined above in Section 5 hereof) of the Shares
      on the date of grant of the Option,  provided  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 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  (assuming the immediate  exercise of such Option),  the
      exercise 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 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  (assuming  the immediate  exercise of such  Option),  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; and

     (c) provide that during the optionee's lifetime,  the Option is exercisable
only by the optionee.

     7.  Formula  Grants to  Directors.  Each  person who is first  elected as a
non-employee  director  of the  Company  after May 16,  1997  shall be granted a
non-qualified  stock option as of the date he or she first commences services as
a director to acquire  7,500 Shares at a per share  exercise  price equal to the
Fair  Market  Value (as  defined  above in  Section 5 hereof)  of a Share.  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 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  1,500  Shares at a per share  exercise  price  equal to the Fair Market
Value of a Share,  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 promulgated 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 Common 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.  No
Option or  Formula  Option  shall be  exercisable  prior to the  receipt of such
shareholder  approval.  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
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 the other provisions contained herein.

     11. Exercise of Option by Optionee. A holder of an Option or Formula Option
may  purchase  Shares  pursuant  thereto  only upon  receipt by the Company of a
notice in writing  from such 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  exercise  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 exercise  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 the applicable Agreement so allows, as
follows:

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

                  (b) by  receipt of the  exercise  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 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
exercise 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 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 a holder  of an  Option or  Formula  Option,  pursuant  to the
exercise of a  Non-Qualified  Stock Option or Formula  Option granted under this
Plan,  or the holder makes a  disqualifying  disposition  (within the meaning of
Code Section  421(b)) of Shares acquired upon the exercise of an Incentive Stock
Option,  the Company shall have the right to require the grantee 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. A grantee 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 to the Company the smallest number
of whole  Shares  that have been owned by such  grantee  for at least six months
prior to the Tax Date (defined  below) that,  when multiplied by the Fair Market
Value of the Shares  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 holder is
to receive upon exercise reduced by the number of Shares determined in (b) above
(a  grantee's  election to tender or offset as  described in (b) or (c) above is
referred  to as a  "Withholding  Election").  A grantee  may make a  Withholding
Election only if the following conditions are met:

                  (a) 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;

                  (b) any Withholding  Election is irrevocably given in a manner
              that satisfies the  requirements  of the exemption  provided under
              Rule 16b-3, if any; and

                  (c) If the  grantee  is  considered  by  the  Committee  to be
              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  or  Formula  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
Exchange  Act 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,  or 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 grantee any right to
continue  in the  employment  of the  Company or any  Subsidiary  or to continue
performing services for or to interfere in any way with the right of the Company
or any Subsidiary to terminate his employment or of the right of shareholders of
the Company to remove such grantee as a director at any time for any reason.

     15. Amendment and Termination. Except as set forth in Section 7 hereof, the
Board at any time may amend or terminate this Plan without shareholder approval;
provided, however, that the Board may condition any amendment on the approval of
the  shareholders of the Company if such approval is necessary or advisable with
respect to tax  (including  Code Sections  162(m) and 422),  securities or other
applicable  laws and rules and  regulations  to which the  Company,  this  Plan,
optionees or eligible  employees and/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 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\1997 Plan\1997 Amended and Restated.doc


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