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                                                                    EXHIBIT 10.2

                                 AUTOZONE, INC.
                           SECOND AMENDED AND RESTATED
                          EXECUTIVE STOCK PURCHASE PLAN

         AUTOZONE, INC., a corporation organized under the laws of the State of
Nevada, by resolution of its Board of Directors on October 2, 2001, hereby
adopts the AutoZone, Inc. Executive Stock Purchase Plan (the "Plan"), subject to
the approval of the Plan by the stockholders of the Company as provided in
paragraph 15 of the Plan. The Plan was approved by the stockholders on December
13, 2001. This Plan was Amended and Restated on July 29, 2002, and December 10,
2003, by the Compensation Committee.

         The purposes of the Plan are as follows:

     (1) To assist selected employees of the Company or of a Parent or
Subsidiary of the Company in acquiring a stock ownership interest in the Company
above the maximum amount of stock ownership interest allowable pursuant to the
AutoZone, Inc. Second Amended and Restated Employee Stock Purchase Plan (the
"ESPP"). The Plan is not intended to qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986, as amended.

     (2) To help selected employees provide for their future security and to
encourage them to remain in the employment of the Company or of a Parent or
Subsidiary of the Company.

1. DEFINITIONS

         Whenever any of the following terms are used in the Plan with the first
letter or letters capitalized, they shall have the meaning specified below
unless the context clearly indicates to the contrary. The masculine pronoun
shall include the feminine and neuter and the singular shall include the plural
where the context so indicates:

     (a) "Board" shall mean the Board of Directors of the Company.

     (b) "Cause" shall mean the willful engagement by the Employee in conduct
which is demonstrably and materially injurious to the Company, monetarily or
otherwise, as determined by the Committee.

     (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (d) "Committee" shall mean the Compensation Committee of the Board
appointed to administer the Plan pursuant to paragraph 12.

     (e) "Company" shall mean AutoZone, Inc., a Nevada corporation.

     (f) "Date of Exercise" shall mean with respect to any Option (i) the March
31 of the Plan Year in which the Option was granted (in the case of an Option
granted on January 1), (ii) the

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June 30 of the Plan Year in which the Option was granted (in the case of an
Option granted on April 1), (iii) the September 30 of the Plan Year in which the
Option was granted (in the case of an Option granted on July 1), (iv) the
December 31 of the Plan Year in which the Option was granted (in the case of an
Option granted on October 1) or (v) such other day, as may be determined by the
Committee, of the Plan Year in which the Option was granted.

     (g) "Date of Grant" shall mean the date upon which an Option is granted, as
set forth in subparagraph 3(a).

     (h) "Disability" shall mean a permanent and total disability within the
meaning of Section 22(e)(3) of the Code, or such other definition as the
Committee shall provide in its discretion.

     (i) "Eligible Compensation" shall mean (i) the Eligible Employee's rate of
pay for the immediately preceding fiscal year based on the base salary plus
annual incentive compensation paid for the fiscal year, if the Eligible Employee
was employed by the Company for the full preceding fiscal year, otherwise (ii)
the Eligible Employee's annualized current salary plus any annual incentive
compensation accrued for the fiscal year as of the Date of Grant.

     (j) "Eligible Employee" shall mean an employee of the Company and those of
any present or future Parent or Subsidiary of the Company incorporated under the
laws of a state of the United States of America who is selected by the Committee
and designated in writing to be eligible to participate in the Plan.

     (k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     (l) "Form" shall mean either a paper form or a form on electronic media,
prepared by the Company.

     (m) "Normal Retirement Date" shall mean a Participant's normal retirement
date as set forth in the AutoZone, Inc. Associate's Pension Plan, as it may be
amended from time to time.

     (n) "Option" shall mean an option granted under the Plan to an Eligible
Employee to purchase shares of the Company's Stock.

     (o) "Option Period" shall mean with respect to any Option the period
beginning upon the Date of Grant and ending upon the Date of Exercise.

     (p) "Option Price" has the meaning set forth in subparagraph 4(b).

     (q) "Parent of the Company" shall mean any corporation, other than the
Company, in an unbroken chain of corporations ending with the Company if, at the
time of the granting of the Option each of the corporations other than the
Company owns stock possessing more than 50% of the total combined voting power
of all classes of stock in one of the other corporations in such chain.

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     (r) "Participant" shall mean an Eligible Employee who has complied with the
provisions of subparagraph 3(b).

     (s) "Plan" shall mean the AutoZone, Inc. Executive Stock Purchase Plan.

     (t) "Plan Year" shall mean the calendar year beginning on January 1 and
ending on December 31.

     (u) "Restricted Share Option" shall mean an Option for Restricted Shares.

     (v) "Restricted Share Option Price" has the meaning set forth in
subparagraph 4(b)(i).

     (w) "Restricted Shares" has the meaning set forth in subparagraph 4(c)(i).

     (x) "Securities Act" shall mean the Securities Act of 1933, as amended.

     (y) "Stock" shall mean shares of the Company's common stock.

     (z) "Subsidiary of the Company" shall mean any corporation other than the
Company in an unbroken chain of corporations beginning with the Company if, at
the time of the granting of the Option, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing more than 50% of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

     (aa) "Unvested Share Option" shall mean an Option for Unvested Shares.

     (bb) "Unvested Share Option Price" has the meaning set forth in
subparagraph 4(b)(ii).

     (cc) "Unvested Shares" has the meaning set forth in subparagraph 4(c)(ii).

2. STOCK SUBJECT TO THE PLAN

         Subject to the provisions of paragraph 9 (relating to adjustment upon
changes in the Stock), the Stock which may be sold pursuant to options granted
under the Plan shall not exceed in the aggregate 300,000 shares, and may be
unissued shares or reacquired shares or shares bought on the market for purposes
of the Plan.

3. GRANT OF OPTIONS

         (a) General Statement. Following the effective date of the Plan and
continuing while the Plan remains in force, the Company may offer Options under
the Plan to all Eligible Employees. These Options may be granted four times each
Plan Year on the January 1, the April 1, the July 1, or the October 1 of each
Plan Year, or on such other days as may be determined by the Committee. The term
of each Option shall be for three months and shall end on the March 31 (with
respect to a January 1 Date of Grant), the June 30 (with respect to an April 1
Date of Grant), the September 30 (with respect to a July 1 Date of Grant), or
the December 31 (with respect to an October 1 Date of Grant) of the Plan Year in
which the Option is granted or for

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such other term or Date of Exercise as may be determined by the Committee. The
Options are granted in consideration of past and future services to the Company.
Each Option shall consist of a Restricted Share Option granted together with an
Unvested Share Option, and exercise of an Option may only occur by exercising
both the Restricted Share Option and the Unvested Share Option together. The
number of shares of the Stock subject to each Restricted Share Option shall be
the whole number quotient of (i) the aggregate payroll deductions authorized by
each Participant in accordance with subparagraph 3(b) for the Option Period
divided by (ii) the Restricted Share Option Price. The number of shares of the
Stock subject to each Unvested Share Option shall be the whole number quotient
of the number of shares subject to the Restricted Share Option for the Option
Period divided by 5.66667.

         (b) Election To Participate; Payroll Deduction Authorization. An
Eligible Employee may participate in the Plan only by payroll deduction. Each
Eligible Employee who elects to participate in the Plan shall deliver to the
Company during the calendar month next preceding either a January 1 Date of
Grant, an April 1 Date of Grant, a July 1 Date of Grant, or an October 1 Date of
Grant, or on such other days as may be determined by the Committee, the properly
completed Form whereby the Eligible Employee gives notice of the election to
participate in the Plan as of the next following Date of Grant, and which shall
designate a stated dollar amount, in $5.00 increments, of Eligible Compensation
to be withheld on each regular payday and or bonus payment date. The stated
dollar amount may not be less than $5.00 and may not exceed 25% of the Eligible
Employee's Eligible Compensation.

         (c) Changes in Payroll Authorization. The payroll deduction
authorization referred to in subparagraph 3(b) may only be changed during the
enrollment period described in subparagraph 3(b) and may not be changed during
the Option Period, except as provided in paragraph 5.

4. EXERCISE OF OPTIONS

         (a) General Statement. Each Participant who has purchased the maximum
number of shares he or she is permitted to purchase pursuant to the
Participant's option granted for the concurrent option period under the ESPP
automatically will be deemed to have exercised the Option on each Date of
Exercise to the extent that the balance then in the Participant's account under
the Plan is sufficient to purchase at the Option Price whole shares of the Stock
subject to the Option. The excess balance, if any, in Participant's account
shall remain in the account and be available for the purchase of Stock on the
following Date of Exercise, provided that no withdrawal from the Plan or
termination of employment has occurred under paragraphs 5 or 6. The Option will
not be exercised and will be deemed canceled if the Participant has not
purchased the maximum number of shares he or she is permitted to purchase
pursuant to the Participant's option granted for the concurrent option period
under the ESPP.

         (b) "Option Price" Defined. The option price per share of the Stock
(the "Option Price") to be paid by each Participant on each exercise of an
Option shall be as follows:

                  (i) The Option Price to be paid by each Participant on each
         exercise of a Restricted Share Option (the "Restricted Share Option
         Price") shall be an amount equal to 100% of the fair market value of
         the Stock on the Date of Exercise. The fair market value

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         of the Stock as of a given date shall be: (A) the closing price of the
         Stock on the principal exchange on which the Stock is then trading, if
         any, on such date, or, if the Stock was not traded on such date, then
         on the next preceding trading day during which a sale occurred; or (B)
         if such Stock is not traded on an exchange but is quoted on NASDAQ or a
         successor quotation system, (1) the last sales price (if the Stock is
         then listed as a National Market Issue under the NASD National Market
         System) or (2) the mean between the closing representative bid and
         asked prices (in all other cases) for the Stock on such date as
         reported by NASDAQ or such successor quotation system; or (C) if such
         Stock is not publicly traded on an exchange and not quoted on NASDAQ or
         a successor quotation system, the mean between the closing bid and
         asked prices for the Stock on such date as determined in good faith by
         the Committee; or (D) if the Stock is not publicly traded, the fair
         market value established by the Committee acting in good faith.

                  (ii) The Option Price to be paid by each Participant on each
         exercise of an Unvested Share Option (the "Unvested Share Option
         Price") shall be zero.

         (c) Delivery of Share Certificates.

                  (i) For a number of shares of Stock which are purchased upon
         the exercise of a Restricted Share Option (the "Restricted Shares"),
         upon the first anniversary of the Date of Exercise and upon proper
         completion and submission of the proper Form to the Company, the
         Company shall deliver to such Participant a certificate issued in
         Participant's name for such number of shares. The Restricted Shares
         shall not be transferable or assignable by the Participant until the
         first anniversary of the Date of Exercise.

                  (ii) For a number of shares of Stock which are purchased upon
         the exercise of an Unvested Share Option (the "Unvested Shares"),
         subject to the Participant's continued employment with the Company
         except as provided below, on the first anniversary of the Date of
         Exercise and upon the proper completion and submission of the proper
         Form to the Company, the Company shall deliver to such Participant a
         certificate issued in Participant's name for such number of shares. If
         a Participant's employment with the Company is terminated prior to the
         first anniversary of the Date of Exercise, except by reason of the
         Participant's death, Disability, termination by the Company without
         Cause, or retirement on or after the Participant's Normal Retirement
         Date, the Unvested Shares shall be forfeited and the Participant shall
         have no further interest in the Unvested Shares. Upon the termination
         of a Participant's employment with the Company by reason of the
         Participant's death, Disability, termination by the Company without
         Cause, or retirement on or after the Participant's Normal Retirement
         Date, the Unvested Shares shall be vested and upon the proper
         completion and submission of the proper Form to the Company, the
         Company shall deliver to such Participant a certificate issued in
         Participant's name for the Unvested Shares.

                  (iii) In the event the Company is required to obtain from any
         commission or agency authority to issue any such certificate, the
         Company will seek to obtain such authority. The inability of the
         Company to obtain from any such commission or agency

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         authority which counsel for the Company deems necessary for the lawful
         issuance of any such certificate shall relieve the Company from
         liability to any Participant except to return the amount of the balance
         in the account in cash.

5. WITHDRAWAL FROM THE PLAN

         (a) General Statement. Any Participant may withdraw from the Plan at
any time. A Participant who wishes to withdraw from the Plan must deliver to the
Company a notice of withdrawal in a Form prepared by the Company. The Company,
as soon as practicable following receipt of a Participant's notice of
withdrawal, will refund to the Participant the amount of the balance in the
account under the Plan. Upon receipt of a Participant's notice of withdrawal
from the Plan, automatically and without any further act on the part of the
Participant, the payroll deduction authorization, any interest in the Plan, and
any Option under the Plan shall terminate.

         (b) Participation Following Withdrawal. A Participant who withdraws
from the Plan may participate again in the Plan on the next January 1, April 1,
July 1, or October 1 immediately following the date of withdrawal, or on such
other days as may be determined by the Committee.

         (c) Stock Subject to Plan. Notwithstanding a Participant's withdrawal
from the Plan, any Stock acquired under the Plan shall remain subject to the
terms of the Plan.

6. TERMINATION OF EMPLOYMENT

         (a) Termination of Employment Other Than By Retirement, Death,
Disability, or Without Cause. If the employment of a Participant is terminated
other than by reason of the Participant's (i) retirement on or after the
Participant's Normal Retirement Date, or earlier or later with the consent of
the Committee, (ii) death, (iii) Disability, or (iv) termination by the Company
without Cause, then participation in the Plan automatically shall terminate as
of the date of the termination of employment. As soon as practicable after such
a Participant's termination of employment, the Company will refund the amount of
the balance in that account under the Plan. Upon a Participant's termination of
employment under this subparagraph 6(a), any Option under the Plan shall
terminate.

         (b) Termination of Employment By Retirement, Disability, or Without
Cause. A Participant (i) who retires on or after the Participant's Normal
Retirement Date, or earlier or later with the consent of the Committee, (ii)
whose employment is terminated by reason of the Participant's Disability, or
(iii) whose employment is terminated by the Company without Cause, may by
written notice to the Company request payment of the balance in the account
under the Plan, in which event the Company shall make such payment as soon as
practicable after receiving such notice; upon receipt of such notice, the
Participant's interest in any Option under the Plan shall terminate. If the
Company does not receive such notice prior to the next Date of Exercise, such
Participant's Option will be deemed to have been exercised on such Date of
Exercise.

         (c) Termination of Employment By Death. If the employment of a
Participant is terminated by the Participant's death, the executor of the
Participant's will or the administrator of

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the Participant's estate by written notice to the Company may request payment of
the balance in the Participant's account under the Plan, in which event the
Company shall make such payment without any interest thereon as soon as
practicable after receiving such notice. Upon receipt of such notice, the
Participant's interest in the Plan and Option under the Plan shall terminate. If
the Company does not receive such notice prior to the next Date of Exercise, the
Participant's Option shall be deemed to have been exercised on such Date of
Exercise.

7. RESTRICTION UPON ASSIGNMENT

         No Option or interest or right therein or part thereof shall be liable
for the debts, contracts or engagements of any Participant or any successor in
interest, nor shall any Option be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means,
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and attempted disposition thereof shall be
null and void and of no effect; provided, however, that nothing in this
paragraph 7 shall prevent transfers by will or by the applicable laws of descent
and distribution. Except as provided in subparagraph 6(c), an Option may not be
exercised to any extent except by the Participant.

8. NO RIGHTS OF STOCKHOLDER UNTIL OPTION IS EXERCISED

         With respect to shares of the Stock subject to an Option, a Participant
shall not be deemed to be a stockholder of the Company, and shall not have any
of the rights or privileges of a stockholder. A Participant shall have the
rights and privileges of a stockholder of the Company when, but not until, an
Option is exercised.

9. CHANGES IN THE STOCK; ADJUSTMENTS OF AN OPTION

         Whenever any change is made in the Stock or to Options outstanding
under the Plan, by reason of stock dividend or by reason of division,
combination or reclassification of shares, appropriate action will be taken by
the Committee to adjust accordingly the number of shares of the Stock subject to
the Plan and the number and the Option Price of shares of the Stock subject to
the Options outstanding under the Plan.

10. USE OF FUNDS; NO INTEREST PAID

         All funds received or held by the Company under the Plan will be
included in the general funds of the Company free of any trust or other
restriction and may be used for any corporate purpose. No interest will be paid
to any Participant or credited to any account under the Plan with respect to
such funds.

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11. AMENDMENT OF THE PLAN

         The Committee may amend, suspend or terminate the Plan at any time and
from time to time; provided, however, that approval by the vote of the holders
of more than 50% of the shares of the Company's Stock present in person or by
proxy and entitled to vote at a meeting shall be required to amend the Plan (i)
to increase the number of shares of Stock available under the Plan, (ii) to
decrease the Option Price below a price computed in the manner stated in
subparagraph 4(b), (iii) to materially alter the requirements for eligibility to
participate in the Plan, or (iv) to modify the Plan in a manner requiring
stockholder approval under the Code or the Exchange Act.

12. ADMINISTRATION BY COMMITTEE; RULES AND REGULATIONS

         (a) Administration. The Plan shall be administered by the Compensation
Committee of the Board.

         (b) Duties And Powers of Committee. It shall be the duty of the
Committee to conduct the general administration of the Plan in accordance with
its provisions. The Committee shall have the power to interpret the Plan and the
Options and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret, amend or
revoke any such rules. The Board shall have no right to exercise any of the
rights or duties of the Committee under the Plan.

         (c) Majority Rule. The Committee shall act by a majority of its members
in office. The Committee may act either by vote at a meeting or by a memorandum
or other written instrument signed by a majority of the Committee.

         (d) Professional Assistance; Good Faith Actions. The Committee may
employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company and its officers and directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all Participants, the
Company and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or the Options, and all members of the Committee
shall be fully protected by the Company in respect to any such action,
determination or interpretation.

13. NO RIGHTS AS AN EMPLOYEE

         Nothing in the Plan shall be construed to give any person (including
any Eligible Employee or Participant) the right to remain in the employ of the
Company or a Parent or Subsidiary of the Company or to affect the right of the
Company or a Parent or Subsidiary of the Company to terminate the employment of
any person (including any Eligible Employee or Participant) at any time with or
without cause.

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14. MERGER, ACQUISITION OR LIQUIDATION OF THE COMPANY

         In the event of the merger or consolidation of the Company into another
corporation, the acquisition by another corporation of all or substantially all
of the Company's assets or 80% or more of the Company's then outstanding voting
stock or the liquidation or dissolution of the Company, the Date of Exercise
with respect to outstanding Options shall be the business day immediately
preceding the effective date of such merger, consolidation, acquisition,
liquidation or dissolution unless the Committee shall, in its sole discretion,
provide for the assumption or substitution of such Options.

15. TERM; APPROVAL BY STOCKHOLDERS

         No Option may be granted during any period of suspension or after
termination of the Plan, and in no event may any Option be granted under the
Plan after December 31, 2006, unless extended by the Board of Directors of the
Company. The Plan will be submitted for the approval of the Company's
stockholders within 12 months after the date of the Board of Directors' initial
adoption of the Plan.

16. EFFECT UPON OTHER PLANS

         The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company or a Parent or Subsidiary of the
Company. Nothing in this Plan shall be construed to limit the right of the
Company or a Parent or Subsidiary of the Company (a) to establish any other
forms of incentives or compensation for employees of the Company or a Parent or
Subsidiary of the Company or (b) to grant or assume options otherwise than under
this Plan in connection with any proper corporate purpose, including, but not by
way of limitation, the grant or assumption of options in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.

17. RULE 16b-3 RESTRICTIONS UPON DISPOSITIONS OF STOCK

         The Plan is intended to conform to the extent necessary with all
provisions of the Securities Act, and the Exchange Act and any and all
regulations and rules promulgated by the Securities and Exchange Commission
thereunder, including, without limitation, Rule 16b-3. Notwithstanding anything
herein to the contrary, the Plan shall be administered, and Options shall be
granted and may be exercised, only in such a manner as to conform to such laws,
rules and regulations. To the extent permitted by applicable law, the Plan and
Options granted hereunder shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.

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18. NOTICES

         Any notice to be given under the terms of the Plan to the Company shall
be addressed to the Company in care of its Secretary or any designee and any
notice to be given to a Participant shall be addressed to Participant's last
address as reflected in the Company's records and may be given either in writing
or via electronic communication to the extent permitted by law. By a notice
given pursuant to this paragraph 18, either party may hereafter designate a
different address for notices to be given. Any notice which is required to be
given to a Participant shall, if the Participant is then deceased, be given to
the Participant's personal representative if such representative has previously
informed the Company of the representative status and address by notice under
this paragraph 18. Any notice shall have been deemed duly given when received by
the Company or when sent to a Participant by the Company to Participant's last
known mailing address or delivered to an electronic mailbox accessible by
Participant as permitted by law.

19. TITLES

         Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of the Plan.

20.  TAX WITHHOLDING

         (a) Payment of any sums required by federal, state or local tax law
shall be withheld with respect to the issuance, vesting, exercise or payment of
any Restricted Shares, Restricted Share Options or Unvested Shares within the
time limit as required by law for such payment. A Participant may elect to pay
withholding taxes due upon the vesting of the Restricted Shares and Unvested
Shares by having the Company withhold Unvested Shares that have vested and are
issuable to such Participant as Stock (without restriction or risk of
forfeiture).

         (b) Notwithstanding any other provision of the Plan, the number of
shares that may be withheld in order to satisfy the Participant's federal and
state income and payroll tax liabilities with respect to the vesting, exercise
or payment of the Unvested Shares shall be limited to the number of shares that
have a fair market value (as defined below) on the date of withholding equal to
the aggregate amount of such tax liabilities based on the minimum statutory
withholding rates for federal and state tax income and payroll tax purposes that
are applicable to such supplemental taxable income.

         (c) For these purposes, the fair market value of the withheld shares,
as of a given date, shall be: (A) the closing price of the Stock on the
principal exchange on which the Stock is then trading, if any, on such date, or,
if the Stock was not traded on such date, then on the next preceding trading day
during which a sale occurred; or (B) if the Stock is not traded on an exchange
but is quoted on NASDAQ or a successor quotation system, (1) the last sales
price (if the Stock is then listed as a National Market Issue under the NASD
National Market System) or (2) the mean between the closing representative bid
and asked prices (in all other cases) for the Stock on such date as reported by
NASDAQ or such successor quotation system; or (C) if the Stock is not publicly
traded on an exchange and not quoted on NASDAQ or a successor quotation system,
the mean between the closing bid and asked prices for the Stock on such date

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as determined in good faith by the Committee; or (D) if the Stock is not
publicly traded, the fair market value established by the Committee acting in
good faith.

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