Exhibit 10.1




Exhibit 10.1


AutoZone, Inc.
Executive Deferred Compensation Plan

 

 









TABLE OF CONTENTS


ARTICLE I INTRODUCTION


1.1
Name
of Plan.


1.2
Purposes
of Plan.


1.3
"Top
Hat" Pension Benefit Plan.


1.4
Funding.


1.5
Effective
Date.


1.6
Administration.




ARTICLE II DEFINITIONS AND CONSTRUCTION



2.1
Definitions.


2.2
Number
and Gender.


2.3
Headings.




ARTICLE III PARTICIPATION AND ELIGIBILITY



3.1
Participation.


3.2
Commencement
of Participation.


3.3
Cessation
of Active Participation.




ARTICLE IV DEFERRALS



4.1
Deferrals
by Participants.


4.2
Effective
Date of Executive Deferred Compensation Agreement.


4.3
Modification
or Revocation of Election by Participant.




ARTICLE V DEFINED BENEFIT ACCRUALS



5.1
Defined
Benefit Accruals.


5.2
Service
Credit.




ARTICLE VI VESTING, DEFERRAL PERIODS



6.1
Vesting.


6.2
Deferral
Periods.




ARTICLE VII ACCOUNTS AND ACCOUNT
VALUATION



7.1

Establishment of Bookkeeping Accounts.


7.2

Subaccounts.


7.3

Hypothetical Nature of Accounts.


7.4

Account Valuation.




ARTICLE VIII PAYMENT OF ACCOUNT AND
DEFINED BENEFIT ACCRUALS



8.1

Timing of Distribution of Benefits.

8.2  Adjustment for Investment Gains and Losses
Upon Distribution.


8.3

Form of Payment or Payments.


8.4

Defined Benefit Accrual Payments.


8.5

Designation of Beneficiaries.


8.6

Unclaimed Benefits.


8.7

Hardship Withdrawals.




ARTICLE IX ADMINISTRATION



9.1 

Administrative Committee.


9.2 

General Powers of Administration.


9.3 

Indemnification of Administrative Committee.




ARTICLE X DETERMINATION OF BENEFITS,
CLAIMS PROCEDURE AND ADMINISTRATION



10.1 

Claims.


10.2 

Claim Decision.




ARTICLE XI MISCELLANEOUS



11.1 

Not Contract of Employment.


11.2 

Non-Assignability of Benefits.


11.3 

Withholding.


11.4 

Amendment and Termination.


11.5 

No Trust Created.

11.6   Unsecured General Creditor Status Of Employee.
11.7 

Severability.


11.8 

Governing Laws.


11.9 

Binding Effect.


11.10
Entire
Agreement.











ARTICLE I

INTRODUCTION



1.1     Name of Plan.



AutoZone, Inc. (the "Company") hereby amends and restates the
AutoZone, Inc. Executive Deferred Compensation Plan (the "Plan").





1.2     Purposes of
Plan.



The purposes of the Plan are to provide certain eligible employees
of the Company the opportunity to defer elements of their compensation
which might not otherwise be deferrable under other Company plans, including
the AutoZone 401(k) Plan, and to receive the benefit of additions to their
deferral comparable to those obtainable under the AutoZone 401(k) Plan
in the absence of certain restrictions and limitations in the Internal
Revenue Code.  In addition the Plan is intended to provide benefits
in addition to those provided by the AutoZone, Inc. Pension Plan which
are limited due to certain restrictions and limitations in the Internal
Revenue Code.





1.3     "Top Hat" Pension
Benefit Plan.



The Plan is an "employee pension benefit plan" within the meaning
of ERISA.  The Plan is maintained, however, for a select group of
management or highly compensated employees and, therefore, it is intended
that the Plan is exempt from Parts 2, 3 and 4 of Title I of ERISA. 
The Plan is not intended to qualify under Code section 401(a).





1.4     Funding.



The Plan is unfunded.  All benefits will be paid from
the general assets of the Company.





1.5     Effective Date.



The amended and restated Plan is effective as of January 1,
2003.





1.6     Administration.



The Plan shall be administered by the Administrative Committee.






ARTICLE II

DEFINITIONS AND CONSTRUCTION



2.1     Definitions.



For purposes of the Plan, the following words and phrases shall
have the respective meanings set forth below, unless their context clearly
requires a different meaning:
(a)     "Account" means the bookkeeping account
maintained by the Company on behalf of each Participant pursuant to Article
VI that is credited with Base Salary Deferrals and Bonus Deferrals made
by the Company on behalf of each Participant pursuant to Article IV, and
interest on such amounts as determined in accordance with Article VI. As
of any Valuation Date, a Participant's Defined Contribution Benefit under
the Plan shall be equal to the amount credited to his Account as of such
date.






(b)     "Administrative
Committee" means the Compensation Committee of the Board of Directors.


 

(c)     "Allocation Election" means
a choice by a Participant of one or more Investment Options, and the allocation
among them, in which future Participant deferrals and/or existing Account
Balances are Deemed Invested for purposes of determining earnings in a
particular subaccount.


 

(d)     "Allocation Election Form" means the form
(or website screen) approved by the Administrative Committee on which the
Participant makes an Allocation Election, Rebalances a subaccount, or elects
a Transfer.


(e)     "Base Salary"
means the base rate of cash compensation paid by the Company to or for
the benefit of a Participant for services rendered or labor performed while
a Participant, including base pay a Participant could have received in
cash in lieu of (A) deferrals pursuant to Section 4.1 and (B) contributions
made on his behalf to any qualified plan maintained by the Company or to
any cafeteria plan under section 125 of the Code maintained by the Company.


 

(f)     "Base Salary Deferral" means the amount
of a Participant's Base Salary which the Participant elects to have withheld
on a pre-tax basis from his Base Salary and credited to his Account pursuant
to Section 4.1.


 

(g)     "Beneficiary" means the person or persons
designated by the Participant in accordance with Section 7.4.


 

(h)     "Bonus Compensation" means the amount awarded
to a Participant for a Plan Year under any bonus plan maintained by the
Company.


 

(i)     "Bonus Deferral" means the amount of a
Participant's Bonus Compensation which the Participant elects to have withheld
on a pre-tax basis from his Bonus Compensation and credited to his account
pursuant to Section 4.1.


 

(j)     "Change In Control" means the happening
of any of the following events:



(i)     An acquisition
by an individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) (a "Person") of beneficial ownership (within the meaning of Rule
13 d-3 promulgated under the Exchange Act) of 20% or more of either (1)
the then outstanding shares of common stock of the Company (the "Outstanding
Company Common Stock") or (2) the combined voting power of the then outstanding
voting securities of the Company entitled to Vote generally in the election
of directors (the "Outstanding Company Voting Securities"); provided, however,
that the following acquisitions shall not constitute a Change of Control:
(A) any acquisition directly from the Company (excluding an acquisition
by virtue of the exercise of a conversion privilege), (B) any acquisition
by the Company, (C) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any of its affiliated
companies or (D) any acquisition of the Company by any corporation pursuant
to a reorganization, merger, consolidation, if, following such reorganization,
merger or consolidation, the conditions described in clauses (1), and (2)
of subsection (iii) of this Section 2.1(j) are satisfied; or


 

(ii)     Individuals who, as of the date hereof,
constitute the Directors (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board, provided, however, that any
individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's shareholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board;
or


 

(iii)     Approval by the shareholders of the Company
of a reorganization, merger or consolidation, in each case, unless, following
such reorganization, merger of consolidation, (1) all or substantially
all of the individuals and entities who were beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization, merger or consolidation
beneficially own, directly or indirectly, more than 50% 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, as the case may be, of the corporation resulting
from such reorganization, merger or consolidation of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may
be, and (2) at least a majority of the members of the board of directors
of the corporation resulting from such reorganization, merger or consolidation
were members of the Incumbent Board at the time of the execution of the
initial agreement providing for such reorganization, merger or consolidation;
or


 

(iv)     The approval by the shareholders of the
Company of (1) a complete liquidation or dissolution of the Company or
(2) the sale or other disposition of all or substantially all of the assets
of the Company; excluding, however, such a sale or other disposition to
a corporation, with respect to which following such sale or other disposition,
(A) more than 60% of, respectively, the outstanding shares of common stock
of such corporation and the combined voting power of the outstanding voting
securities of such corporation entitled to vote generally in the election
of directors will be beneficially owned, directly or indirectly, by all
or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition
in substantially the same proportions as their ownership, immediately prior
to such sale or other disposition, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be, (B) no Person
(other than the Company and any employee benefit plan (or related trust)
of the Company or of such corporation and any Person beneficially owning,
immediately prior to such sale or other disposition, 20% or more of the
Outstanding Company Common Stock or Outstanding Company Voting Securities,
as the case may be) then beneficially owns, directly or indirectly, 20%
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 and (C) individuals who were members of the Incumbent
Board will constitute at least a majority of the members of the board of
directors of such corporation.




(k)     "Code" means
the Internal Revenue Code of 1986, as amended.


 

(l)     "Company" means AutoZone, Inc. and its
direct and indirect subsidiaries, as designated from time to time by the
Compensation Committee of the Board of Directors of AutoZone, Inc.


 

(m)     "Compensation" shall include only a Participant's
Base Salary and Bonus Compensation. Severance Pay, expense reimbursements
and non-cash compensation shall not be included.  Compensation shall
not be limited by Code § 401(a)(17).


 

(n)     "Deemed Investment" or "Deemed Invested"
shall mean the notional conversion of a dollar amount of deferred Compensation
credited to a Participant's Accounts into shares or units (or a fraction
of such measures of ownership, if applicable) of a designated investment
(e.g. mutual fund or other investment) which is referred to by the Investment
Option(s) selected by the Participant.  The conversion shall occur
as if shares (or units) of the designated investment were being purchased
(or sold, for a distribution) at the purchase price as of the close of
business of the day on which the Deemed Investment occurs.  At no
time shall a Participant have any real or beneficial ownership in the actual
investment vehicle to which the Investment Option refers, irrespective
of whether such a Deemed Investment is mirrored by an actual identical
investment by the Employer or a trustee acting on behalf of the Employer.


 

(o)     "Deferral Period" means the period of time
for which a Participant elects to defer receipt of the Base Salary Deferrals,
and Bonus Deferrals credited to such Participant's Account and shall be
either the Retirement Date, a period of years as specified in Section 5.2
or upon a Change In Control. Deferral Periods shall be measured on the
basis of Plan Years, beginning with the Plan Year that commences immediately
following the Plan Year for which the applicable Base Salary Deferrals,
and Bonus Deferrals are credited to the Participant's Account.


 

(p)     "Defined Benefit Accrual" means the amounts
accrued to a Participant pursuant to Article V.


 

(q)     "Defined Contribution Benefit" means the
amounts accrued to a Participant pursuant to Article IV.


 

(r)     "Directors" means the Board of Directors
of the Company.


 

(s)     "Effective Date" means January l, 2000.


 

(t)     "Employee" means any common-law employee
of the Company.


 

(u)     "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended.


 

(v)     "Executive Deferred Compensation Agreement"
means the written agreement entered into between the Company and a Participant
pursuant to which the Participant elects the amount of Base Salary and/or
his Bonus Compensation to be deferred into the Plan and the Deferral Period,
and the form of payment for such amounts.


 

(w)     "401(k) Plan" means the AutoZone 401(k)
Plan.


 

(x)     "Investment Option" shall mean an investment
such as a mutual fund, life insurance subaccount, or other security approved
by the Administrative committee for use in the Plan as part of an Investment
Option menu, which a Participant may elect as a measuring device to determine
Deemed Investment earnings (positive or negative) to be valued in the Participant's
Account or subaccount.  The Participant has no real or beneficial
ownership in any investment indicated by the elected Investment Options.


 

(y)     "Participant" means each Employee who has
been selected for participation in the Plan and who has become a Participant
pursuant to Article III.


 

(z)     "Pension Plan" means the AutoZone, Inc.
Pension Plan.


 

(aa)     "Plan" means the AutoZone, Inc. Executive
Deferred Compensation Plan, as amended from time to time.


 

(bb)     "Plan Year" means the twelve-consecutive
month period commencing January 1 of each year ending on December 31.


 

(cc)     "Retirement Date" means the date the Participant
is eligible for and retires under any qualified retirement plan maintained
by the Company.


 

(dd)     "Transfer" means a partial Allocation
Election with respect to a Participant's then existing subaccount where
a Participant transfers a portion of the subaccount balance from one Investment
Option to another.


 

(ee)     "Valuation Date" means the last business
day of each calendar month and each special valuation date designated by
the Administrative Committee.





2.2     Number and
Gender.



Wherever appropriate herein, words used in the singular shall
be considered to include the plural and words used in the plural shall
be considered to include the singular. The masculine gender, where appearing
in the Plan, shall be deemed to include the feminine gender.





2.3     Headings.



The headings of Articles and Sections herein are included solely
for convenience, and if there is any conflict between such headings and
the text of the Plan, the text shall control.






ARTICLE III

PARTICIPATION AND ELIGIBILITY



3.1     Participation.



Participants in the Plan are those Employees who satisfy all
of the following conditions:  (a) are subject to the income tax laws
of United States, (b) are determined by the Company to be members of a
select group of highly compensated or management Employees of the Company,
(c) are officers of the Company with the title of Vice-President or higher,
and (d) are selected by the Administrative Committee, in its sole discretion,
as Participants. The Administrative Committee shall notify each Participant
of his selection as a Participant. Subject to the provisions of Section
3.3 a Participant shall remain eligible to continue participation in the
Plan for each Plan Year following his initial year of participation in
the Plan, provided the Participant continues to satisfy Sections 3.1(a),
(b) and (c) above.





3.2     Commencement
of Participation.



An Employee shall become a Participant effective as of the
date the Administrative Committee determines, which date shall be on or
after the date his Executive Deferred Compensation Agreement becomes effective.
Newly eligible employees must make deferral elections during the first
30 days after becoming eligible.





3.3     Cessation of
Active Participation.



Notwithstanding any provision herein to the contrary, an individual
who has become a Participant in the Plan shall cease to be a Participant
hereunder effective as of any date designated by the Administrative Committee.






ARTICLE IV

DEFERRALS



4.1     Deferrals by
Participants.



At least thirty days preceding the first day of each Plan Year
(or the remaining portion thereof for an Employee who commences participation
in the Plan other than on the first day of a Plan Year), a Participant
may file with the Administrative Committee an Executive Deferred Compensation
Agreement pursuant to which such Participant elects to make Base Salary
Deferrals and/or Bonus Deferrals.  The Participant's Base Salary Deferrals
and Bonus Deferrals shall not exceed twenty-five percent (25%) of the Participant's
Compensation.  Any such Participant election shall be subject to any
maximum or minimum percentage or dollar amount limitations and to any other
rules prescribed by the Administrative Committee in its sole discretion. 
Base Salary Deferrals will be credited to the Account of each Participant
as of the last day of each calendar month, provided that such Participant
is an Employee on the last day of such calendar month.  A Participant
whose employment terminates during the calendar month shall be paid the
amount of his Base Salary Deferrals for such month in cash. Bonus Deferrals
will be credited to the Account of each Participant as of the day of the
month in which such Bonus Compensation otherwise would have been paid to
the Participant in cash, provided that the Participant is an Employee on
the payment date.





4.2     Effective Date
of Executive Deferred Compensation Agreement.



A Participant's initial Executive Deferred Compensation Agreement
shall be effective as of the first payroll period after the date the Participant
commences participation in the Plan. Each subsequent Executive Deferred
Compensation Agreement shall become effective on the first day of the Plan
Year to which it relates. If a Participant fails to file a new Executive
Compensation Agreement or revoke a prior Executive Compensation Agreement,
the latest Executive Compensation Agreement on file with the Committee
shall remain in effect for each Plan Year subsequent to its filing. If
a Participant fails to complete an Executive Deferred Compensation Agreement
on or before the date the Participant commences participation in the Plan
or the first day of any Plan Year, and has no Executive Deferral Compensation
Agreement in effect, the Participant shall be deemed to have elected not
to make Base Salary Deferrals and/or Bonus Deferrals for such Plan Year
(or remaining portion thereof if the Participant enters the Plan other
than on the first day of a Plan Year).





4.3     Modification
or Revocation of Election by Participant.



A Participant may not change the amount of his Base Salary
Deferrals or Bonus Deferrals during a Plan Year.  However, a Participant
may discontinue a Base Salary Deferral or Bonus Deferral election at any
time by filing, on such forms and subject to such limitations and restrictions
as the Administrative Committee may prescribe in its discretion, a revised
Executive Deferred Compensation Agreement with the Administrative Committee. 
If approved by the Administrative Committee, revocation shall take effect
as of the first payroll period next following its filing.  A Participant
who discontinues a Base Salary Deferral or Bonus Deferral election during
a Plan Year will not be permitted to elect to make Base Salary Deferrals
or Bonus Deferrals again until the next Plan Year.  Under no circumstances
may a Participant's Executive Deferred Compensation Agreement be made,
modified or revoked retroactively.  A Participant' s Executive Deferred
Compensation Agreement shall remain in effect in the event of a Change
in Control.






ARTICLE V

DEFINED BENEFIT ACCRUAL



5.1     Defined Benefit
Accruals.



A Participant's Defined Benefit Accrual earned prior to January
1, 2003 shall be preserved.  No additional Defined Benefit Accrual
shall be earned after December 31, 2002.





5.2     Service Credit.



The Administrative Committee shall determine the service to
be credited to the Participant for purposes of calculating the Defined
Benefit Accrual provided by Section 5.1 of this Plan.  Such service
may only include service for the Company or service for a prior employer
that is related or formerly related to the Company.






ARTICLE VI

VESTING, DEFERRAL PERIODS



6.1     Vesting.



A Participant shall be 100% vested in his Account and his Defined
Benefit Accrual at all times.





6.2     Deferral Periods.



A Deferral Period may be for any period of five (5) years,
or ten (10) years or any period of one (l) year or more after the Participant
has completed one (l) year of participation, or more, and shall not end
later than the year in which the Participant attains age 70. A Participant
must specify on the Executive Deferred Compensation Agreement the Deferral
Period for the Base Salary Deferrals, and Bonus Deferrals to be made to
the Plan for the Plan Year (or the remaining portion thereof for a Participant
who enters the Plan other than on the first day of a Plan Year) to which
the Executive Deferred Compensation Agreement relates, subject to certain
rules as determined by the Administrative Committee from time to time.
A Participant may change an election of a Deferral Period at any time prior
to the first day of the calendar year in which payments are to commence.






ARTICLE VII

ACCOUNTS AND ACCOUNT VALUATION



7.1     Establishment
of Bookkeeping Accounts.



A separate bookkeeping account shall be maintained for each
Participant. Such account shall be credited with the Participant's Base
Salary Deferrals, and Bonus Deferrals, and earnings in accordance with
Section 6.3.  A separate bookkeeping account shall also be maintained
for each Participant's Defined Benefit Accrual, but shall not be adjusted
for earnings.





7.2     Subaccounts.



Separate subaccounts shall be maintained to the extent necessary
for the administration of the Plan. For example, it may be necessary to
maintain separate subaccounts where the Participant has specified different
Deferral Periods, methods of payment or investment directions with respect
to Base Salary Deferrals, and Bonus Deferrals for different Plan Years.





7.3     Hypothetical
Nature of Accounts.



The Accounts established under this Article VI shall be hypothetical
in nature and shall be maintained for bookkeeping purposes only so that
earnings on the Base Salary Deferrals, and Bonus Contributions made to
the Plan can be credited. Neither the Plan nor any of the Accounts established
hereunder shall hold any actual funds or assets. The right of any person
to receive one or more payments under the Plan shall be an unsecured claim
against the general assets of the Company. Any liability of the Company
to any Participant, former Participant, or Beneficiary with respect to
a right to payment shall be based solely upon contractual obligations created
by the Plan. Neither the Company, the Directors, nor any other person shall
be deemed to be a trustee of any amounts to be paid under the Plan. Nothing
contained in the Plan, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Company and a Participant or any other Person.





7.4     Account Valuation.



(a)  A Participant shall elect Investment
Options from a list of Investment Options provided by the Administrative
Committee.  The initial election shall be made on the Allocation Election
Form approved by the Administrative Committee and shall specify the allocations
among the Investment Options elected.  A Participant may make different
Allocation Elections for each subaccount.  A Participant's Sub-Accounts
shall be valued as the sum of the value of all Investment Options in which
such subaccount is Deemed Invested minus any withdrawals or distributions
from said subaccount.  Investment Options shall be utilized to determine
the earnings attributable to the subaccount.  Election of Investment
Options do not represent actual ownership of, or any ownership rights in
or to, the actual funds to which the Investment Options refer, nor is the
Company (or any other Participating Employer) in any way bound or directed
to make actual investments corresponding to Deemed Investments.


 

(b)  The Administrative Committee, in its sole discretion shall
be permitted to add or remove Investment Options provided that any such
additions or removals of Investment Options shall not be effective with
respect to any period prior to the effective date of such change. 
Any unallocated portion of a Sub-Account or any unallocated portion of
new deferrals shall be Deemed Invested in an Investment Option referring
to a money market based fund or sub-account.


 

(c)  A Participant may make a new Allocation Election with respect
to future Base Salary Deferrals and Bonus Contributions, and may Rebalance
or Transfer funds in any of his or her Sub-Accounts, provided that such
new allocations, Rebalances or Transfers shall be in increments of one
percent (1%), and Rebalances and Transfers apply to the entire Sub-Account
Balance.  New Allocation Elections, Rebalances, and Transfers may
be made on any day, and will become effective as soon as administratively
practicable.


 

(d)  Notwithstanding anything in this Section to the contrary,
the Company shall have the sole and exclusive authority to invest any or
all amounts deferred under the Plan in any manner, regardless of any Allocation
Elections by any Participant.  A Participant's Allocation Election
shall be used solely for purposes of determining the value of such Participant's
Sub-Accounts and the amount of the corresponding liability of the Participating
Employer in accordance with this Plan.






ARTICLE VIII

PAYMENT OF ACCOUNT AND DEFINED BENEFIT ACCRUALS



8.1     Timing of Distribution
of Benefits.



Distribution of a Participant's Account shall be made or commence
as soon as practicable following the date the Deferral Period for such
amounts ends. Notwithstanding the foregoing, the Participant's entire Account
shall be distributed to him (or his Beneficiary in the event of his death)
as soon as practicable following the earliest to occur of the following:
(i) the Participant's death; (ii) the Participant's permanent disability
(as defined in the Company's long-term disability program; or (iii) the
Participant's termination of employment.





8.2     Adjustment
for Investment Gains and Losses Upon Distribution.



Upon a distribution pursuant to this Article VII, the balance
of a Participant's Account shall be determined as of the Valuation Date
immediately preceding the date of the distribution to be made and shall
be adjusted for investment gains and losses which have accrued to the date
of distribution but which have not been credited to his Account.





8.3     Form of Payment
or Payments.



The Participant's Account shall be distributed in accordance
with the form of payment elected by the Participant on the Executive Deferred
Compensation Agreement to which such amounts relate. The form of payment
with respect to amounts and the earnings credited thereon may be in any
of the following forms:






(a)     In the event
of distribution after the expiration of the Deferral Period, distribution
may be made in a lump sum, or in installment payments for a period not
to exceed fifteen years;


 

(b)     In the event of distribution after the
Participant's death or permanent disability, distribution shall be made
in a lump sum:


 

(c)     In the event of distribution after termination
of employment other than by reason of death or disability, distribution
shall be made in a lump sum if the value of the Participant's Account is
Fifty Thousand Dollars ($50,000) or less, and shall be made as follows,
if the Account exceeds Fifty Thousand Dollars ($50,000):



(i)     the sum of
Fifty Thousand Dollars ($50,000) shall be distributed in a lump sum; and


 

(ii)     the remaining balance shall be distributed
in annual installments of at least Five Thousand Dollars ($5,000) over
a period of up to five (5) years.









Installment payments shall be paid annually on the first business
day of January of each Plan Year as elected by the Participant on the Executive
Deferred Compensation Agreement. Each installment payment shall be determined
by multiplying the amounts to be distributed by a fraction, the numerator
of which is one and the denominator of which is the number of remaining
installment payments to be made to Participant. Anything contained herein
to the contrary notwithstanding, total distribution of a Participant's
Account must be made by the date such Participant attains age 85.





Upon termination of a Participant's employment following a
Change in Control (unless elected as a Deferral Period in the Executive
Deferred Compensation Agreement), a Participant's Account shall be distributed
as described in 8.3(c)(1) and (2) above in five (5) annual installments
with the first installment payment commencing no later than ninety (90)
days after the Participant's employment is terminated. However, such Participant
or Beneficiary, as the case may be, may apply to the Administrative Committee
for payment of installments over a shorter period of time, or for payment
of the entire Account in a lump sum payment.





8.4     Defined Benefit
Accrual Payments.



Payment of Defined Benefit Accruals shall be in the form elected
by the Participant for payment of benefits under the Pension Plan.





8.5     Designation
of Beneficiaries.



Each Participant shall have the right to designate the beneficiary
or beneficiaries to receive payment of his benefit in the event of his
death. A beneficiary designation shall be made by executing the beneficiary
designation form prescribed by the Administrative Committee and filing
the same with the Administrative Committee. Any such designation may be
changed at any time by execution of a new designation in accordance with
this Section. If no such designation is on file with the Administrative
Committee at the time of the death of the Participant or such designation
is not effective for any reason as determined by the Administrative Committee,
then the designated beneficiary or beneficiaries to receive such benefit
shall be the Participant's surviving spouse, if any, or if none, the Participant's
executor or administrator, or his heirs at law if there is no administration
of such Participant's estate.





8.6     Unclaimed Benefits.



In the case of a benefit payable on behalf of such Participant,
if the Administrative Committee is unable to locate the Participant or
beneficiary to whom such benefit is payable, such benefit may be forfeited
to the Company, upon the Administrative Committee's determination. Notwithstanding
the foregoing, if subsequent to any such forfeiture the Participant or
beneficiary to whom such benefit is payable makes a valid claim for such
benefit, such forfeited benefit shall be paid by the Company or restored
to the Plan by the Company.





8.7     Hardship Withdrawals.



A Participant may apply in writing to the Administrative Committee
for, and the Administrative Committee may permit, a hardship withdrawal
of all or any part of a Participant's Account if the Administrative Committee,
in its sole discretion, determines that the Participant has incurred a
severe financial hardship resulting from a sudden and unexpected illness
or accident of the Participant or of a dependent (as defined in section
1 52(a) of the Code) of the Participant, loss of the Participant's property
due to casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, as
determined by the Administrative Committee, in its sole and absolute discretion.
The amount that may be withdrawn shall be limited to the amount reasonably
necessary to relieve the hardship or financial emergency upon which the
request is based, plus the federal and state taxes due on the withdrawal,
as determined by the Administrative Committee. The Administrative Committee
may require a Participant who requests a hardship withdrawal to submit
such evidence as the Administrative Committee, in its sole discretion,
deems necessary or appropriate to substantiate the circumstances upon which
the request is based.






ARTICLE IX

ADMINISTRATION


9.1    
Administrative Committee.



The Plan shall be administered by an Administrative Committee
appointed by the Board of Directors. The Administrative Committee shall
be responsible for the general operation and administration of the Plan
and for carrying out the provisions thereof. The Administrative Committee
may delegate to others certain aspects of the management and operational
responsibilities of the Plan including the employment of advisors and the
delegation of ministerial duties to qualified individuals, provided that
such delegation is in writing.





9.2     General Powers
of Administration.



The Administrative Committee shall have all powers necessary
or appropriate to enable it to carry out its administrative duties. Not
in limitation, but in application of the foregoing, the Administrative
Committee shall have the duty and power to interpret the Plan and determine
all questions that may arise hereunder as to the status and rights of Employees,
Participants, and Beneficiaries. The Administrative Committee may exercise
the powers hereby granted in its sole and absolute discretion. No member
of the Administrative Committee shall be personally liable for any actions
taken by the Administrative Committee unless the member's action involves
willful misconduct.





9.3     Indemnification
of Administrative Committee.



The Company shall indemnify, hold harmless, and defend the
members of the Administrative Committee against any and all claims, losses,
damages, expenses, including attorney's fees, incurred by them, and any
liability, including any amounts paid in settlement with their approval
arising from their action or failure to act, except when the same is judicially
determined to be attributable to their gross negligence or willful misconduct.






ARTICLE X

DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND ADMINISTRATION



10.1     Claims.



A person who believes that he is being denied a benefit to
which he is entitled under the Plan (hereinafter referred to as a "Claimant")
may file a written request for such benefit with the Administrative Committee,
setting forth his claim, The request must be addressed to the Administrative
Committee at the Company at its then principal place of business.





10.2     Claim Decision.



Upon receipt of a claim, the Company shall advise the Claimant
that a reply will be forthcoming within ninety (90) days and shall, in
fact, deliver such reply within such period. The Company may, however,
extend the reply period for an additional ninety (90) days for reasonable
cause.






ARTICLE XI

MISCELLANEOUS



11.1     Not Contract
of Employment.



The adoption and maintenance of the Plan shall not be deemed
to be a contract between the Company and any person or to be consideration
for the employment of any person.





Nothing herein contained shall be deemed to give any person
the right to be retained in the employ of the Company or to restrict the
right of the Company to discharge any person at any time nor shall the
Plan be deemed to give the Company the right to require any person to remain
in the employ of the Company or to restrict any person's right to terminate
his employment at any time.





11.2     Non-Assignability
of Benefits.


No Participant, Beneficiary or distributee
of benefits under the Plan shall have any power or right to transfer, assign,
anticipate, hypothecate or otherwise encumber any part or all of the amounts
payable hereunder, which are expressly declared to be unassignable and
nontransferable. Any such attempted assignment or transfer shall be void.
No amount payable hereunder shall, prior to actual payment thereof, be
subject to seizure by any creditor of any such Participant, Beneficiary
or other distributee for the payment of any debt judgment or other obligation,
by a proceeding at law or in equity, nor transferable by operation of law
in the event of the bankruptcy, insolvency or death of such Participant,
Beneficiary or other distributee hereunder.



11.3     Withholding.



All deferrals and payments provided for hereunder shall be
subject to applicable withholding and other deductions as shall be required
of the Company under any applicable local, state or federal law.





11.4     Amendment
and Termination.



The Company may from time to time, in its discretion, amend,
in whole or in part, any or all of the provisions of the Plan; provided,
however, that no amendment may be made that would impair the rights of
a Participant with respect to amounts already allocated to his Account,
or reduce the Participant's Defined Benefit Accruals accrued to the date
of such amendment.  The Company may terminate the Plan at any time.
In the event that the Plan is terminated, the balance in a Participant's
Account shall be paid to such Participant or his Beneficiary in a single
cash lump sum, in full satisfaction of all such Participant's or Beneficiary's
benefits hereunder.  The Participant's Defined Benefit Accruals shall
be paid commencing coincident with the commencement of payment of benefits
to the Participant, or the Participant's Beneficiary, by the Pension Plan.





11.5     No Trust
Created.



Nothing contained in this Agreement, and no action taken pursuant
to its provisions by either party hereto, shall create, nor be construed
to create, a trust of any kind or a fiduciary relationship between the
Company and the Participant, his beneficiary, or any other person.





11.6     Unsecured
General Creditor Status Of Employee.



The payments to Participant, his Beneficiary or any other distributee
hereunder shall he made from assets which shall continue, for all purposes,
to be a part of the, general, unrestricted assets of the Company; no person
shall have nor acquire any interest in any such assets by virtue of the
provisions of this Agreement.  The Company's obligation hereunder
shall be an unfunded and unsecured promise to pay money in the future.
To the extent that the Participant Beneficiary or other distributee acquires
a right to receive payments from the Company under the provisions hereof,
such right shall be no greater than the right of any unsecured general
creditor of the Company: no such person shall have nor require any legal
or equitable right, interest or claim in or to any property or assets of
the Company.





In the event that, in its discretion, the Company purchases
an insurance policy, or policies insuring the life of the Employee (or
any other property) to allow the Company to recover the cost of providing
the benefits, in whole, or in part, hereunder, neither the Participant,
Beneficiary or other distributee shall have nor acquire any rights whatsoever
therein or in the proceeds therefrom. The Company shall be the sole owner
and beneficiary of any such policy or policies and, as such, shall possess
and, may exercise all incidents of ownership therein. No such policy, policies
or other property shall be held in any trust for a Participant, Beneficiary
or other distributee or held as collateral security for any obligation
of the Company hereunder.





11.7     Severability.



If any provision of this Plan shall be held illegal or invalid
for any reason, said illegality or invalidity shall not affect the remaining
provisions hereof; instead, each provision shall be fully severable and
the Plan shall be construed and enforced as if said illegal or invalid
provision had never been included herein.





11.8     Governing
Laws.



All provisions of the Plan shall be construed and enforced
in accordance with the laws of the State of Tennessee, and in the courts
situated in that State.





11.9     Binding Effect.



This Plan shall be binding on each Participant and his heirs
and legal representatives and on the Company and its successors and assigns.





11.10     Entire
Agreement.



This document and any amendments contain all the terms and
provisions of the Plan and shall constitute the entire Plan, any other
alleged terms or provisions being of no effect.




IN WITNESS WHEREOF, the Company has caused
this Plan to be properly executed on the ___ day of _________, ____.


 



 
	
ATTEST:


______________________


Title:
__________________

	
AUTOZONE,
INC.


 

By: ____________________


Title:____________________