THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Goody's Family Clothing, Inc. (Retired) (GDYS.X)

12/29/2005 8K Information

Mr. Zimmerman is the managing member of Prentice Management GP, LLC. On December 27, 2005, GF Acquisition Corp. (“Acquisition Corp.”) accepted and paid for approximately 89.3% of the outstanding shares of the common stock of Goody’s Family Clothing, Inc., which were tendered pursuant to the Offer to Purchase the outstanding shares of common stock of the Company, dated November 10, 2005, as amended and supplemented, at a price of $9.60 per share, net cash to seller. The tender offer had been commenced in connection with the Acquisition Agreement and Agreement and Plan of Merger by and among the Company, GF Goods Inc., now known as Goody’s Holdings, Inc. (“Parent”) and Acquisition Corp., dated as of October 27, 2005. Parent and Acquisition Corp. are affiliates of GMM Capital LLC and Prentice Capital Management, LP.

5/18/2005 Proxy Information

Mr. Koppel is the President of the East Tennessee Children’s Hospital (the “Hospital”) and Mr. Goodfriend is a director of the Hospital. Compensation matters for the Hospital, including the compensation of Mr. Koppel, are considered by the full board, as it does not have a compensation committee and Mr. Goodfriend has participated in deliberations regarding incentive compensation of payments to officers of the Hospital, including, without limitation, Mr. Koppel. Effective March 2004, Mr. Goodfriend has informed the Company that he will recuse himself from deliberations regarding Mr. Koppel’s compensation. In addition, the Company facilitates contributions by its employees to the Hospital through a payroll deduction plan and matches employee contributions to the Hospital on a 100% basis. The Company also makes additional contributions (in cash or in kind) to the Hospital. The total amount of contributions by the Company (including employee contributions) to the Hospital in fiscal 2004 was $465,000.

The Company leases a building, primarily used for the storage of fixtures, from Citizens National Bank of Athens, Tennessee, a local bank of which Mr. Goodfriend is a director and less than 5% Shareholder. The rental payments to the bank for this space in fiscal 2004 were $57,000.

The Company leases a store in Athens, Tennessee, from an irrevocable trust established for the benefit of Mr. Goodfriend’s children. The aggregate rental payments to the trust, including real property taxes, for this space in fiscal 2004 were $312,000.

As previously noted, Mr. Koppel, a director of the Company and a member of the Audit, Compensation and Nominating and Corporate Governance committees, is the President of the East Tennessee Children’s Hospital of which Mr. Goodfriend is also a director. The Company facilitates contributions by its employees to the Hospital through a payroll deduction plan and matches employee contributions to the Hospital on a 100% basis. The Company also makes additional contributions (in cash or in kind) to the Hospital. The total amount of contributions by the Company (including employee contributions) to the Hospital in fiscal 2004 was $465,000.

The Company purchases vehicles and vehicle maintenance services, from time to time, from a dealership owned by Mr. Furrow, a director of the Company, and a member of the Audit, Compensation and Nominating and Corporate Governance committees. Expenditures for fiscal 2004 were $5,000.

The Company purchases merchandise from time to time from a publicly traded company, whose chairman is Mr. Furrow, a director of the Company, and a member of the Audit, Compensation and Nominating and Corporate Governance committees. Expenditures for fiscal 2004 were $79,000.

5/10/2004 Proxy Information

During fiscal 1999, the Company entered into a split-dollar life insurance agreement (the “Agreement”) and therein agreed to pay the premiums for certain second-to-die policies insuring the lives of Mr. and Mrs. Goodfriend. These policies are owned by a trust for the benefit of the Goodfriends’ children (the “Trust”). The Trust had the right, but not the obligation, to purchase the policies from the Company at any time for a purchase price equal to the cumulative premiums paid by the Company on the policies; in which case, all of the Company’s future obligations would cease. In December 2003, the Trust exercised its right to purchase the policies from the Company for an aggregate cash payment of $8,390,000, which represented the cumulative premiums paid by the Company on the policies. In addition, the Company paid a premium of $47,510 on a term policy on the life of Mr. Goodfriend in connection with the Agreement during each of fiscal 2003, 2002 and 2001.

The Company leases a building, primarily used for the storage of fixtures, from Citizens National Bank of Athens, Tennessee, a local bank of which Mr. Goodfriend is a director and less than 5% Shareholder. The rental payments to the bank for this space in fiscal 2003 were $56,800.

The Company leases a store in Athens, Tennessee, from an irrevocable trust established for the benefit of Mr. Goodfriend’s children. The aggregate rental payments to the trust, including real property taxes, for this space in fiscal 2003 were $313,612.

As previously noted, Mr. Koppel, a director of the Company and a member of the Audit, Compensation and Nominating and Corporate Governance committees, is the President of the East Tennessee Children’s Hospital of which Mr. Goodfriend is also a director. The Company facilitates contributions by its employees to the Hospital through a payroll deduction plan and matches employee contributions to the Hospital on a 100% basis. The Company also makes additional contributions (in cash or in kind) to the Hospital. The total amount of contributions by the Company (including employee contributions) to the Hospital in fiscal 2003 was $466,000.

The Company purchases vehicles and vehicle maintenance services, from time to time, from a dealership owned by Mr. Furrow, a director of the Company, and a member of the Audit, Compensation and Nominating and Corporate Governance Committees. Expenditures for fiscal 2003 were $151,724.

5/13/2003 Proxy Information

The Company leases a building, primarily used for the storage of fixtures, from Citizens National Bank of Athens, Tennessee, a local bank of which Mr. Goodfriend is a director and less than 5% shareholder. The rental payments to the bank for this space in fiscal 2002 were $56,800.

The Company leases a store in Athens, Tennessee, from an irrevocable trust established for the benefit of Mr. Goodfriend’s children. The aggregate rental payments to the trust, including real property taxes, for this space in fiscal 2002 were $311,581.

As previously noted, Mr. Koppel, a director of the Company and a member of both the Compensation and Audit committees, is the President of the East Tennessee Children’s Hospital of which Mr. Goodfriend is also a director. The Company facilitates contributions by its employees to the Hospital through a payroll deduction plan and matches employee contributions to the Hospital on a 100% basis. The Company also makes additional contributions (in cash or in kind) to the Hospital. The total amount of contributions by the Company (including employee contributions) to the Hospital in fiscal 2002 was $513,500.

The Company purchases vehicles, from time to time, from a dealership owned by Mr. Furrow, a director of the Company, and a member of both the Audit and Nominating Committees. Expenditures from the beginning of fiscal 2002 to the date of this Proxy Statement totaled $147,840. In addition, in the normal course of business, the Company purchased merchandise in fiscal 2002 aggregating $9,643 from Innovo Group, Inc., of which Mr. Furrow is Chairman and a Director.