8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 29, 1996


                         VOLUNTEER CAPITAL CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Tennessee                      1-8766                   62-0854056
- ----------------------------    ------------------------          ----------
(State or other jurisdiction    (Commission File Number)       (I.R.S. Employer
of incorporation)                                            Identification No.)

P.O. Box 24300, 3401 West End Avenue, Nashville, TN                 37203
- ---------------------------------------------------               ----------
(Address of principal executive offices)                          (Zip Code)


       Registrant's telephone number, including area code: (615) 269-1900


                                 Not Applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)
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ITEM 5.  OTHER EVENTS

         Pursuant to Securities Act Release No. 6867, Exchange Act Release No.
28094, the undersigned Registrant hereby undertakes, with respect to the
Registration Statement on Form S-8 of Volunteer Capital Corporation 1982
Employee Stock Purchase Plan, Commission File No. 2-78139 (the "Registration
Statement"):

         (a)     (1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:

                 (i)      To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

                 (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of the Registration Statement (or the
         most recent post-effective amendment thereof) which individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the Registration Statement.

                 (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement.

provided, however, that paragraphs (1)(i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

                 (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.

                 (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b)     That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.



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                 (c)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


Exhibits

    Ex. 10           Amended and Restated 1982 Employee Stock Purchase Plan





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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                   VOLUNTEER CAPITAL CORPORATION


Date: March 29, 1996                               By:  /s/ R. Gregory Lewis
                                                      -------------------------




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EX-10

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                              AMENDED AND RESTATED

                       VOLUNTEER CAPITAL CORPORATION 1982

                          EMPLOYEE STOCK PURCHASE PLAN


                        EFFECTIVE DATE: JANUARY 1, 1996
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                                   ARTICLE I
                                  INTRODUCTION


1.1      ESTABLISHMENT OF PLAN

         Winners Corporation originally adopted the Winners Corporation 1982
Employee Stock Purchase Plan as Amended for the benefit of its eligible
employees. In 1989, the name of Winners Corporation was changed to "Volunteer
Capital Corporation". Volunteer Capital Corporation, a Tennessee corporation
("VCC") with principal offices located in Nashville, Tennessee, desires to
amend and restate the Winners Corporation 1982 Employee Stock Purchase Plan as
Amended, effective on January 1, 1996, to change the name of the plan to be the
"Volunteer Capital Corporation 1982 Employee Stock Purchase Plan" (the "Plan"),
to allow participants to make one lump sum contribution during each quarterly
period, to include tips in determining the maximum contribution, to increase to
20 percent the percentage of monthly pay which can be contributed and to make
other technical changes.

1.2      PURPOSE

         The purpose of this Plan is to provide an opportunity for eligible
employees of the Employer to become shareholders in Volunteer Capital
Corporation. It is believed that broad-based employee participation in the
ownership of the business will help to achieve the unity of purpose conducive
to the continued growth of the Employer and to the mutual benefit of its
employees and shareholders.

1.3      QUALIFICATION

         This Plan is intended to continue to be an employee stock purchase
plan which qualifies for favorable Federal income tax treatment under Section
423 of the Code.

1.4      RULE 16B-3 COMPLIANCE

         This Plan is intended to comply with Rule 16b-3 under the Securities
Exchange Act of 1934, and should be interpreted in accordance therewith.


                                   ARTICLE II
                                  DEFINITIONS

         As used herein, the following words and phrases shall have the
meanings specified below:

2.1      Board of Directors: The Board of Directors of Volunteer Capital
         Corporation.





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2.2      Closing Market Price: The closing price of the Stock as reported in
         the consolidated trading of the New York Stock Exchange listed
         securities; provided that if there should be any material alteration
         in the present system of reporting sales prices of such Stock, or if
         such Stock should no longer be listed on the New York Stock Exchange,
         the market value of the Stock as of a particular date shall be
         determined in such a method as shall be specified by the Plan
         Administrator.

2.3      Code: The Internal Revenue Code of 1986, as amended from time to time.

2.4      Commencement Date: The first day of each Option Period (January 1,
         April 1, July 1 and October 1).

2.5      Contribution Account: The account established on behalf of a
         Participant to which shall be credited the amount of the Participant's
         contribution, pursuant to Article V.

2.6      Effective Date: The effective date of this amended and restated Plan
         is January 1, 1996.

2.7      Employee: Each employee of an Employer except:

         (i)     any employee whose customary employment is twenty (20) hours
                 per week or less, or

         (ii)    any employee whose customary employment is for not more than
                 five months in any calendar year.

2.8      Employer: Volunteer Capital Corporation and any corporation which is a
         Subsidiary of Volunteer Capital Corporation (except for a Subsidiary
         which by resolutions of the Board of Directors is expressly prohibited
         from becoming a participating Employer). The term "Employer" shall
         include any corporation into which an Employer may be merged or
         consolidated or to which all or substantially all of its assets may be
         transferred, provided such corporation does not affirmatively disavow
         this Plan.

2.9      Exercise Date: The last trading date of each Option Period on the New
         York Stock Exchange.

2.10     Exercise Price: The price per share of the Stock to be charged to
         Participants at the Exercise Date, as determined in Section 6.3.

2.11     Five-Percent Shareholder: An Employee who owns five percent (5%) or
         more of the total combined voting power or value of all classes of
         stock of VCC or any Subsidiary thereof. In determining this five
         percent test, shares of stock which the Employee may purchase under
         outstanding options, as well as stock attributed to the Employee under
         Section 424(d) of the Code, shall be treated as stock owned by the
         Employee in the numerator, but





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         shares of stock which may be issued under options shall not be counted
         in the total of outstanding shares in the denominator.

2.12     Grant Date: The first trading date of each Option Period on the New
         York Stock Exchange.

2.13     Minimum Issue Price: The book value of the Stock on the first day of
         the Option Period.

2.14     Normal Monthly Pay: For purposes of determining the maximum amount of
         a Participant's contributions for an Option Period, Normal Monthly Pay
         shall mean:

         (i)     for hourly paid Employees, an amount computed based on the
                 Participant's hourly base pay as of the December 1, March 1,
                 June 1 or September 1 immediately preceding the Option Period
                 and the monthly average of his regularly scheduled hours of
                 work for the six-month period ending on the December 31, March
                 31, June 30 or September 30 immediately preceding the Option
                 Period,

         (ii)    for salaried Employees, an amount computed based on the
                 average of the sum of the Participant's regular monthly base
                 pay as of the six-month period ending on the December 31,
                 March 31, June 30 or September 30 immediately preceding the
                 Option Period, and

         (iii)   for any Employee who receives tip income, Normal Monthly Pay
                 shall include the average of the sum of his reported tips for
                 the six-month period ending thirty (30) days prior to the
                 Option Period.

         Normal Monthly Pay shall be determined before subtracting any of the
         Participant's contributions to a qualified plan with a salary
         reduction arrangement under Section 401(k) of the Code or to a
         cafeteria plan under Section 125 of the Code.

2.15     Option Period: Successive periods of three (3) months (i) commencing
         on January 1 and ending on March 31, (ii) commencing on April 1 and
         ending on June 30, (iii) commencing on July 1 and ending on September
         30 and (iv) commencing on October 1 and ending on December 31.

2.16     Participant: Any Employee of an Employer who has met the conditions
         for eligibility as provided in Article IV and who has elected to
         participate in the Plan.

2.17     Plan: Volunteer Capital Corporation 1982 Employee Stock Purchase Plan.

2.18     Plan Administrator: The committee composed of one or more individuals
         to whom authority is delegated by the Board of Directors to administer
         the Plan. The committee shall be the Compensation Committee of the
         Board of Directors.





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2.19     Plan Year: The twelve-month period commencing on January 1 and ending
         on December 31.

2.20     Statutory Insider: Any individual subject to Section 16(a) of the
         Securities Exchange Act of 1934, as amended, and any other person so
         designated by resolution of the Board of Directors.

2.21     Stock: Those shares of common stock of VCC which are reserved pursuant
         to Section 6.1 for issuance upon the exercise of options granted under
         this Plan.

2.22     Subsidiary: Any United States corporation in an unbroken chain of
         corporations beginning with VCC each of which (other than the last
         corporation in the chain) owns stock possessing fifty percent (50%) or
         more of the combined voting power of all classes of stock in one of
         the other corporations in such chain.


                                  ARTICLE III
                              SHAREHOLDER APPROVAL

3.1      PREVIOUS APPROVAL

         The Plan was approved by the shareholders on May 6, 1982.

3.2      SHAREHOLDER APPROVAL REQUIRED

         Without the approval of the shareholders of VCC, no amendment to this
Plan shall:

         (i)     increase the number of shares reserved under the Plan, other
                 than as provided in Section 10.3;

         (ii)    materially increase the benefits accruing to the Statutory
                 Insiders under the Plan;

         (iii)   change the method of determining the Exercise Price pursuant
                 to Section 6.3 so that the Exercise Price is reduced for
                 Statutory Insiders, other than as provided in Section 10.3; or

         (iv)    make participation in the Plan available to any person who is
                 not an Employee.

         Approval by shareholders must comply with applicable provisions of the
corporate charter and bylaws of VCC and with Tennessee law prescribing the
method and degree of shareholder approval required for issuance of corporate
stock or options.





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                                   ARTICLE IV
                         ELIGIBILITY AND PARTICIPATION

4.1      CONDITIONS

         Each Employee shall become eligible to become a Participant on the
Commencement Date for each Option Period if such Employee has been employed by
the Employer for a continuous period of at least six (6) months prior to the
Commencement Date. No Employee who is a Five-Percent Shareholder shall be
eligible to participate in the Plan.  Notwithstanding anything to the contrary
contained herein, no individual who is not an Employee shall be granted an
option to purchase Stock under the Plan.

4.2      APPLICATION FOR PARTICIPATION

         Each Employee who becomes eligible to participate shall be furnished a
summary of the Plan and an enrollment form. If such Employee elects to
participate hereunder, he shall complete such form and file it with his
Employer prior to the Commencement Date for any Option Period after the
Employee becomes eligible. The completed enrollment form shall indicate the
amount of Employee contribution authorized by the Employee. The enrollment form
shall remain in effect for each subsequent Option Period, and the Participant
shall be deemed to have elected to continue to participate with the same
contribution previously elected (subject to the limit of 20% of Normal Monthly
Pay determined as described in Section 2.14), until the Participant
discontinues his contributions or modifies his contribution rate in advance of
the first day of any succeeding Plan Year pursuant to Section 5.2.

4.3      DATE OF PARTICIPATION

         All Employees who elect to participate shall be enrolled in the Plan
commencing with the first paydate after the Commencement Date following their
submission of the enrollment form. Upon becoming a Participant, the Participant
shall be bound by the terms of this Plan, including any amendments whenever
made.

4.4      ACQUISITION OR CREATION OF SUBSIDIARY

         If the stock of a corporation is acquired by VCC or another Employer
so that the acquired corporation becomes a Subsidiary, or if a Subsidiary is
created, the Subsidiary in either case shall automatically become an Employer
and its Employees shall become eligible to participate in the Plan on the first
Commencement Date after the acquisition or creation of the Subsidiary, as the
case may be. Notwithstanding the foregoing, the Board of Directors may by
appropriate resolutions (i) provide that the acquired or newly created
Subsidiary shall not be a participating Employer, (ii) specify that the
acquired or newly created Subsidiary will become





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a participating Employer on a date other than the first Commencement Date after
the acquisition or creation, or (iii) attach any conditions whatsoever to
eligibility of the employees of the acquired or newly created Subsidiary.


                                   ARTICLE V
                              CONTRIBUTION ACCOUNT

5.1      EMPLOYEE CONTRIBUTIONS

         The enrollment form signed by each Participant shall authorize the
Employer to deduct from the Participant's compensation an after-tax amount in
an exact number of dollars during each payroll period at a rate not less than
two dollars and fifty cents ($2.50) per week nor more than an amount which
produces a monthly rate of contributions equal to twenty percent (20%) of the
Participant's Normal Monthly Pay on the Commencement Date. The dollar amount
deducted each payday shall be credited to the Participant's Contribution
Account. Participant contributions will not be permitted to commence at any
time during the Option Period other than on a Commencement Date. No interest
will accrue on any contributions or on the balance in a Participant's
Contribution Account.

5.2      MODIFICATION OF CONTRIBUTION RATE

         No change shall be permitted in a Participant's amount of withholding
except upon the first day of any Plan Year, and then only if the Participant
files a new enrollment form with the Employer in advance of the first day of
the Plan Year designating the desired withholding rate. Notwithstanding the
foregoing, a Participant may notify the Employer at any time that he wishes to
discontinue his contributions. This notice shall be in writing and on such
forms as provided by the Employer and shall become effective not more than
thirty (30) days following its receipt by the Employer. Provided that
contributions are not withdrawn pursuant to Section 5.3, the Participant may
recommence his contributions at the same monthly rate at the beginning of any
Option Period during the same Plan Year, subject to a special rule for
Statutory Insiders provided in Section 5.4; and the Participant may change his
monthly rate of contribution on the first day of the following or any
subsequent Plan Year.

5.3      WITHDRAWAL OF CONTRIBUTIONS

         A Participant may elect to withdraw the balance of his Contribution
Account at any time during the Option Period prior to the Exercise Date. The
option granted to a Participant shall be canceled upon his withdrawal of the
balance in his Contribution Account. This election to withdraw must be in
writing on such forms as may be provided by the Employer. If contributions are
withdrawn in this manner, no further contributions during that Plan Year will
be permitted and the participant will not be permitted to make any further lump
sum contributions during that Plan Year pursuant to Section 5.5. A Participant
whose contributions are withdrawn in this





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manner shall become eligible to recommence contributions on the first day of
the following Plan Year, subject to a special rule for Statutory Insiders
provided in Section 5.4.

5.4      SUSPENSION FOR STATUTORY INSIDER

         If a Statutory Insider discontinues his contributions hereunder, but
does not withdraw the balance of his Contribution Account, such Statutory
Insider shall not become eligible to recommence contributions until the first
day of any Option Period occurring after the date which is six months
subsequent to the date of his discontinuance of contributions. If a Statutory
Insider discontinues his contributions hereunder and withdraws the balance of
his Contribution Account, such person shall not become eligible to recommence
contributions until the later of (i) the first day of the next Plan Year or
(ii) the first day of any Option Period occurring after the date which is six
months subsequent to the date of withdrawal of the balance in his Contribution
Account.

5.5      LUMP SUM CONTRIBUTIONS

         Subject to the limitation described in Section 5.6, a Participant who
has not discontinued his contributions pursuant to Section 5.2 or elected to
withdraw his contributions pursuant to Section 5.3 may make no more than one
lump sum contribution during each Option Period. These lump sum contributions
shall be paid by check by the Participant delivered at least fifteen (15) days
prior to the Exercise Date and shall be credited to the Participant's
Contribution Account.

5.6      LIMITATIONS ON CONTRIBUTIONS

         During each Option Period the total contributions by a Participant to
his Contribution Account (including both contributions by payroll deduction
pursuant to Section 5.3 and lump sum contributions pursuant to Section 5.5)
shall not exceed twenty percent (20%) of the Participant's Normal Monthly Pay
on the Commencement Date multiplied by three (3) months. If a Participant's
total contributions should exceed this limit, the excess shall be returned to
the Participant after the end of the Option Period, without interest.


                                   ARTICLE VI
                        ISSUANCE AND EXERCISE OF OPTIONS

6.1      RESERVED SHARES OF STOCK

         VCC has reserved two hundred thousand (200,000) shares of Stock for
issuance upon exercise of the options granted under this Plan. Of that amount,
one hundred fifteen thousand seven hundred fifty-nine (115,759) shares remain
to be issued as of September 30, 1995.





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6.2      ISSUANCE OF OPTIONS

         On the Grant Date each Participant shall be deemed to receive an
option to purchase Stock with the number of shares and Exercise Price
determined as provided in this Article VI, subject to the maximum limits
specified in Section 6.6(a) and (b). All such options shall be automatically
exercised on the following Exercise Date, except for options which are canceled
when a Participant withdraws the balance of his Contribution Account or which
are otherwise terminated under the provisions of this Plan.

6.3      DETERMINATION OF EXERCISE PRICE

         The Exercise Price of the options granted under this Plan for any
Option Period shall be the lesser of:

         (i)     eighty-five percent (85%) of the Closing Market Price of the
                 Stock on the Grant Date, or

         (ii)    eighty-five percent (85%) of the Closing Market Price of the
                 Stock on the Exercise Date.

However, the Exercise Price cannot be less than the Minimum Issue Price, which
is equal to the book value of the Stock on the first day of the Option Period.
If the Minimum Issue Price is greater than the Closing Market Price of the
Stock on the Exercise Date, the options granted for that Option Period shall
automatically be null and void and the payroll deductions credited to the
Participants' Contribution Accounts shall be returned.

6.4      PURCHASE OF STOCK

         On an Exercise Date, all options shall be automatically exercised,
except that the options of a Participant who has withdrawn all his contribution
shall expire. The Contribution Account of each Participant shall be used to
purchase the maximum number of whole shares of Stock determined by dividing the
Exercise Price into the balance of the Participant's Contribution Account. Any
money remaining in a Participant's Contribution Account representing a
fractional share shall remain in his Contribution Account to be used in the
next Option Period along with new contributions in the next Option Period;
provided, however, that if the Participant cancels his participation for the
next Option Period, the balance remaining shall be returned to him in cash.

6.5      TERMS OF OPTIONS

         Options granted under this Plan shall be subject to such amendment or
modification as the Employer shall deem necessary to comply with any applicable
law or regulation, including but not






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limited to Section 423 of the Code, and shall contain such other provisions
as the Employer shall from time to time approve and deem necessary.

6.6      LIMITATIONS ON OPTIONS

         The options granted hereunder are subject to the following limitations:

         (a)     The maximum number of shares of Stock which may be purchased
                 by any Participant on an Exercise Date shall be six hundred
                 twenty-five (625) shares. This maximum number of shares shall
                 be adjusted upon the occurrence of an event described in
                 Section 10.3.

         (b)     No Participant shall be permitted to purchase during any
                 calendar year Stock under this Plan (and any other plan of the
                 Employer of Subsidiary which is qualified under Section 423 of
                 the Code) having a market value in excess of $25,000 (as
                 determined on the Grant Date for the Option Period during
                 which each such share of Stock is purchased).

         (c)     No option may be granted to a Participant if the Participant
                 immediately after the option is granted would be a
                 Five-Percent Shareholder.

         (d)     No Participant may assign, transfer or otherwise alienate any
                 options granted to him under this Plan, otherwise than by will
                 or the laws of descent and distribution, and such options must
                 be exercised during the Participant's lifetime only by him.

6.7      PRO-RATA REDUCTION OF OPTIONED STOCK

         If the total number of shares of Stock to be purchased under option by
all Participants on an Exercise Date exceeds the number of shares of Stock
remaining authorized for issuance under Section 6.1, a pro-rata allocation of
the shares of Stock available for issuance will be made among Participants in
proportion to their respective Contribution Account balances on the Exercise
Date, and any money remaining in the Contribution Accounts shall be returned to
the Participants.

6.8      STATE SECURITIES LAWS

         Notwithstanding anything to the contrary contained herein, the Company
shall not be obligated to issue shares of Stock to any Participant if to do so
would violate any State securities law applicable to the sale of Stock to such
Participant. In the event that the Company refrains from issuing shares of
Stock to any Participant in reliance on this Section, the Company shall return
to such Participant the amount in such Participant's Contribution Account that
would otherwise have been applied to the purchase of Stock.





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                                  ARTICLE VII
                          TERMINATION OF PARTICIPATION

7.1      TERMINATION OF EMPLOYMENT

         Any Employee who terminates employment with the Employer during an
Option Period for any reason other than death or retirement at or after age 65
shall cease being a Participant immediately. The balance accumulated in the
Participant's Contribution Account shall be paid to the Participant as soon as
practicable after his termination. The option granted to such Participant shall
be null and void from and after his termination of employment.

7.2      DEATH

         If a Participant should die while employed by the Employer, no further
contributions on behalf of the deceased Participant shall be made. The legal
representative of the deceased Participant may elect to withdraw the balance in
said Participant's Contribution Account by notifying the Employer in writing
prior to the Exercise Date in the Option Period during which the Participant
died. In the event no election to withdraw is made on or before the Exercise
Date, the balance accumulated in the deceased Participant's Contribution
Account shall be used to purchase shares of Stock in accordance with Section
6.4. Any money remaining which is insufficient to purchase a whole share shall
be paid to the Participant's legal representative.

7.3      RETIREMENT

         If a Participant should retire from the employment of the Employer at
or after attaining age 65, no further contributions on behalf of the retired
Participant shall be made. The Participant may elect to withdraw the balance in
his Contribution Account by notifying the Employer in writing prior to the
Exercise Date in the Option Period during which the Participant retired. In the
event no election to withdraw is made on or before the Exercise Date, the
balance accumulated in the retired Participant's Contribution Account shall be
used to purchase shares of Stock in accordance with Section 6.4, and any money
remaining which is insufficient to purchase a whole share shall be paid to the
retired Participant.


                                  ARTICLE VIII
                               OWNERSHIP OF STOCK

8.1      STOCK CERTIFICATES

         Certificates for Stock purchased through exercise of the options
granted hereunder shall be issued as soon as practical after the Exercise Date.
Certificates may be issued, at the request of the Participant, in the name of
the Participant, jointly in the name of the Participant and a member of the
Participant's family, in trust to a trustee, to the Participant as custodian
for the





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Participant's child under the Gift to Minors Act, or to the legal
representative of a deceased Participant.

8.2      PREMATURE SALE OF STOCK

         If a Participant (or former Participant) sells or otherwise disposes
of any shares of Stock obtained under this Plan

         (i)     prior to two (2) years after the Grant Date of the option
                 under which such shares were obtained, or

         (ii)    prior to one (1) year after the Exercise Date on which such
                 shares were obtained,

that Participant (or former Participant) must notify the Employer immediately
in writing concerning such disposition.

8.3      TRANSFER RESTRICTIONS FOR STATUTORY INSIDERS

         No Statutory Insider shall sell, assign or otherwise transfer any
shares of Stock acquired on any Exercise Date for a period of six months
following such Exercise Date.


                                   ARTICLE IX
                          ADMINISTRATION AND AMENDMENT

9.1      ADMINISTRATION

         The Plan Administrator shall (i) administer the Plan and keep records
of the Contribution Account balance of each Participant, (ii) interpret the
Plan, and (iii) determine all questions arising as to eligibility to
participate, amount of contributions permitted, determination of the Exercise
Price, and all other matters of administration. The Plan Administrator shall
have such duties, powers and discretionary authority as may be necessary to
discharge the foregoing duties, and may delegate any or all of the foregoing
duties to any individual or individuals (including officers or other Employees
who are Participants). The Board of Directors shall have the right at any time
and without notice to remove or replace any individual or committee of
individuals serving as Plan Administrator. All determinations by the Plan
Administrator shall be conclusive and binding on all persons. Any rules,
regulations, or procedures that may be necessary for the proper administration
or functioning of this Plan that are not covered in this Plan document shall be
promulgated and adopted by the Plan Administrator.





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         9.2     AMENDMENT

         The Board of Directors of the Employer may at any time amend the Plan
in any respect, including termination of the Plan, without notice to
Participants. If the Plan is terminated, all options outstanding at the time of
termination shall become null and void and the balance in each Participant's
Contribution Account shall be paid to that Participant.  Notwithstanding the
foregoing, no amendment of the Plan as described in Section 3.2 shall become
effective until and unless such amendment is approved by the shareholders of
VCC.


                                   ARTICLE X
                                 MISCELLANEOUS

10.1     EXPENSES

         The Employer will pay all expenses of administering this Plan that may
arise in connection with the Plan.

10.2     NO CONTRACT OF EMPLOYMENT

         Nothing in this Plan shall be construed to constitute a contract of
employment between an Employer and any Employee or to be an inducement for the
employment of any Employee. Nothing contained in this Plan shall be deemed to
give any Employee the right to be retained in the service of an Employer or to
interfere with the right of an Employer to discharge any Employee at any time,
with or without cause, regardless of the effect which such discharge may have
upon him as a Participant of the Plan.

10.3     ADJUSTMENT UPON CHANGES IN STOCK

         The aggregate number of shares of Stock reserved for purchase under
the Plan as provided in Section 6.1, and the calculation of the Exercise Price
as provided in Section 6.3, shall be adjusted by the Plan Administrator
(subject to direction by the Board of Directors) in an equitable manner to
reflect changes in the capitalization of VCC including, but not limited to,
such changes as result from merger, consolidation, reorganization,
recapitalization, stock dividend, dividend in property other than cash, stock
split, combination of shares, exchange of shares and change in corporate
structure. If any adjustment under this Section 10.3 would create a fractional
share of Stock or a right to acquire a fractional share of Stock, such
fractional share shall be disregarded and the number of shares available under
the Plan and the number of shares covered under any options granted pursuant to
the Plan shall be the next lower number of shares, rounding all fractions
downward.





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10.4     EMPLOYER'S RIGHTS

         The rights and powers of any Employer shall not be affected in any way
by its participation in this Plan, including but not limited to the right or
power of any Employer to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure or to merge or to consolidate
or to dissolve, liquidate or sell, or transfer all or any part of its business
or assets.

10.5     LIMIT ON LIABILITY

         No liability whatever shall attach to or be incurred by any past,
present or future shareholders, officers or directors, as such, of VCC or any
Employer, under or by reason of any of the terms, conditions or agreements
contained in this Plan or implied therefrom, and any and all liabilities of any
and all rights and claims against VCC, an Employer, or any shareholder, officer
or director as such, whether arising at common law or in equity or created by
statute or constitution or otherwise, pertaining to this Plan, are hereby
expressly waived and released by every Participant as a part of the
consideration for any benefits under this Plan; provided, however, no waiver
shall occur, solely by reason of this Section 10.5, of any right which is not
susceptible to advance waiver under applicable law.

10.6     GENDER AND NUMBER

         For the purposes of the Plan, unless the contrary is clearly
indicated, the use of the masculine gender shall include the feminine, and the
singular number shall include the plural and vice versa.

10.7     GOVERNING LAW

         The validity, construction, interpretation, administration and effect
of this Plan, and any rules or regulations promulgated hereunder, including all
rights or privileges of any Participants hereunder, shall be governed
exclusively by and in accordance with the laws of the State of Tennessee,
except that the Plan shall be construed to the maximum extent possible to
comply with Section 423 of the Code and the Treasury regulations promulgated
thereunder.

10.8     HEADINGS

         Any headings or subheadings in this Plan are inserted for convenience
of reference only and are to be ignored in the construction of any provisions
hereof.



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10.9     SEVERABILITY

         If any provision of this Plan is held by a court to be unenforceable
or is deemed invalid for any reason, then such provision shall be deemed
inapplicable and omitted, but all other provisions of this Plan shall be deemed
valid and enforceable to the full extent possible under applicable law.


         IN WITNESS WHEREOF, the Employer has adopted this amended and restated
Plan effective January 1, 1996.


Date: March 28, 1996             VOLUNTEER CAPITAL CORPORATION


                                 By:  /s/ R. Gregory Lewis
                                      ---------------------------------

                                           
                                           
                                  Title: Vice President, Chief Financial Officer
                                         ---------------------------------------

Attest:

    /s/ Mark A. Parkey
- -----------------------------




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