EXHIBIT 4.1




AUTOZONE, INC.

THIRD

AMENDED AND RESTATED

EMPLOYEE STOCK PURCHASE PLAN





           
AUTOZONE, INC., a corporation organized under the laws of the State of
Delaware, by resolution of its Board of Directors on March 29, 1991, adopted
the Employee Stock Purchase Plan (the "Plan"). The Plan was approved by
the stockholders of the Company on March 29, 1991. The Plan was amended
by the Board of Directors on June 18, 1991, to conform the Plan to amendments
to the regulations related to the Securities Exchange Act of 1934, as amended.
On December 21, 1991, the Plan was assumed by AutoZone, Inc., a Nevada
corporation, after its reincorporation. The Plan was amended by the Board
of Directors on March 2, 1996, and October 21, 1996, to extend the expiration
date of the Plan. On October 21, 1997, the Compensation Committee adopted
the Amended and Restated Employee Stock Purchase Plan, which was approved
by the stockholders of the Company on December 18, 1997. On October 19,
1999, the Compensation Committee adopted the Second Amended and Restated
Employee Stock Purchase Plan to prohibit sales of shares purchased under
the Plan for at least one year after the exercise of an option under the
Plan.  On December 12, 2002, the Board of Directors extended the termination
date of the Plan to December 31, 2007.


               
The purposes of the Plan are as follows:


           
(1) To assist employees of the Company or of a Parent or Subsidiary of
the Company in acquiring a stock ownership interest in the Company pursuant
to a plan which is intended to qualify as an "employee stock purchase plan"
under Section 423 of the Internal Revenue Code of 1986, as amended.


           
(2) To help 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) "Code" shall mean the Internal Revenue Code of 1986, as amended.


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





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


           
(e) "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 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.


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


           
(g) "Eligible Compensation" shall mean (i) the Eligible Employee's rate
of pay for the immediately preceding calendar year based on the wages,
tips and other compensation as reported on Form W-2 issued by the Company,
if the Eligible Employee's Form W-2 issued by the Company reports wages,
tips, and other compensation for the full preceding calendar year, otherwise
(ii) the Eligible Employee's annualized current rate of pay on the Date
of Grant.


           
(h) "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 (i) who has completed
six months of employment; and (ii) who does not, immediately after the
Option is granted, own stock (as defined by Sections 423(b)(3) and 424(d)
of the Code) possessing five percent or more of the total combined voting
power or value of all classes of stock of the Company or of a Parent or
Subsidiary of the Company.


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


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


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


           
(l) "Option Price" has the meaning set forth in paragraph 4(b).


           
(m) "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 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in
such chain.


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


           
(o) "Plan" shall mean the AutoZone, Inc. Amended and Restated Employee
Stock Purchase Plan.


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


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


           
(r) "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
50% or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.


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 3,000,000 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
such other term or Date of Exercise as may be determined by the Committee.
The number of shares of the Stock subject to each Option shall be the whole
number quotient of (i) the aggregate payroll deductions authorized by each
Participant in accordance with subparagraph (b) for the Option Period divided
by (ii) the Option Price of the Stock.


           
(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 payday. The stated dollar
amount may not be less than $5.00 and may not exceed 10% of the Eligible
Compensation. In addition, at the discretion of the Committee exercised
uniformly as to all Eligible Employees at any particular time, an Eligible
Employee who participates in the Plan may also elect to have an amount
withheld from any bonus. Notwithstanding the foregoing, the maximum cumulative
amount an Eligible Employee may have withheld through payroll deduction
and from any bonus shall not exceed $4,000 per Plan Year. Effective as
of January 1, 2000, the maximum cumulative amount an Eligible Employee
may have withheld through payroll deduction and from any bonus shall not
exceed $15,000 per Plan Year.


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


           
(d) $25,000 Limitation. Notwithstanding anything to the contrary contained
herein, no Participant shall be permitted to purchase Stock under the Plan
or under any other employee stock purchase plan of the Company or of a
Parent or Subsidiary of the Company which is intended to qualify under
Section 423 of the Code, at a rate which exceeds $25,000 in fair market
value of the Stock (determined at the time the option is granted) for each
calendar year in which any such option granted to such Participant is outstanding
at any time.


4. EXERCISE OF OPTIONS


           
(a) General Statement. Each Participant 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.


           
(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 the
Option shall be an amount equal to the lesser of (y) 85% of the fair market
value of the Stock on the Date of Grant or (z) 85% of the fair market value
of the Stock on the Date of Exercise. The fair market value of the Stock
as of a given date shall be: (i) 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 (ii) 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 (iii) 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 (iv) if the Stock is not publicly traded,
the fair market value established by the Committee acting in good faith.


           
(c) Delivery of Share Certificates. (i) For any shares purchased by exercise
of an option prior to January 1, 2000, upon the proper completion and submission
of the proper Form to the Company, the Company will deliver to such Participant
a certificate issued in Participant's name for the number of shares of
the Stock with respect to which the Option was exercised and for which
the Option Price has been paid.


           
(ii)  For any shares purchased by exercise of an option on or after
January 1, 2000, after the passage of one year from an Option exercise
date, upon the proper completion and submission of the proper Form to the
Company, the Company will deliver to such Participant a certificate issued
in Participant's name for the number of shares of the Stock with respect
to which the Option was exercised and for which the Option Price has been
paid. If a Participant's employment has terminated prior to the passage
of one year from the Option exercise date, notwithstanding the first sentence
of this subsection the Participant shall be entitled to receive certificates
representing the number of shares of Stock with respect to which the Option
was exercised and for which the Option Price has been paid.


           
(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 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.


           
(d) Restriction on Sale of Stock. Effective as of January 1, 2000, for
all Options exercised under the Plan after that date, a participant shall
not sell any shares of stock purchased under the Plan until after the first
to occur of passage of one year from the date of the Option exercise or
termination of employment.

 


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 or Death. If the
employment of a Participant terminates other than by retirement or death,
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,
any interest in the Plan and any Option under the Plan shall terminate.


           
(b) Termination by Retirement. A Participant who retires on a normal retirement
date, or earlier or later with the consent of the Company, 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 the Plan and 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 By Death. If the employment of a Participant is terminated
by Participant's death, the executor of the Participant's will or the administrator
of 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 paragraph 6(c),
an Option may not be exercised to any extent except by the Participant.
The Committee may require the Participant to give the Company prompt notice
of any disposition of shares of stock acquired by exercise of an Option
within two years from the date of granting such Option or one year after
the transfer of such shares to such Participant. The Committee may require
that the certificates evidencing shares acquired by exercise of an Option
refer to such requirement to give prompt notice of disposition.


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.

 


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 the provisions in paragraphs
1(e), 1(h), 3(a), 3(d), and 4(b) may not be amended more than once every
six months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder;
and provided further, that approval by the vote of the holders of more
than 50% of the outstanding shares of the Company's Stock entitled to vote
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 paragraph 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 Securities Exchange Act of 1934 ("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.

 





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 in manner complying with Section 424(a) of the Code.

 





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, 2007, 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. The Company shall take such actions with respect to the Plan
as may be necessary to satisfy the requirements of Section 423 of the Code.

 


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 of 1933, as amended (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.

 


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, 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. 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.