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                                                              EXHIBIT 10.3.3.1

                                  ROBERDS, INC.



                              AMENDED AND RESTATED
                           DEFERRED COMPENSATION PLAN
                              FOR OUTSIDE DIRECTORS



1. PURPOSE AND ADMINISTRATION OF THE PLAN. The purpose of the Roberds, Inc.
Deferred Compensation Plan for Outside Directors ("Plan") is to provide a
procedure whereby a member of the Board of Directors of Roberds, Inc.
("Corporation" or "Company"), who is not an employee of the Corporation
("Director"), may defer the payment of all (but not less than all) of the fees
payable to the Director for services as a Director (including fees payable to
the Director for services as a member of any committees of the Board). This Plan
was adopted and effective as of May 23, 1995 ("Effective Date") and amended
effective November 7, 1995, and February 27, 1996.

         The Corporation shall serve as Plan Administrator and shall execute its
administrative responsibility with respect to the Plan through the Executive
Committee of the Board ("Committee"). The decision of the Committee with respect
to any questions arising as to the administration or interpretation of the Plan
shall be final, conclusive, and binding. The Committee reserves the right to
modify this Plan from time to time or to terminate the Plan; provided, however,
that no provision of the Plan, if any, that qualifies the Plan under Rule
16b-3(c)(2)(ii) (as from time to time in effect) may be amended more than once
every six months, other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act, or the rules thereunder; also
provided, however, that no modification or termination of the Plan shall void an
election already in effect for the current calendar year or any preceding
calendar year, or adversely affect in any material respect any rights of a
Director, or his beneficiaries, to receive any amounts payable pursuant to the
Plan.


2. ELECTION TO DEFER. After the Effective Date, a Director may elect, on or
before December 31 of any year, to defer the receipt of payment of all fees
payable to the Director for services as a Director during the calendar year
following such election and for succeeding calendar years until the Director
ceases to be a Director. Any person who shall become a Director during any
calendar year may elect, before such Director's term begins, to defer the
receipt of payment of all Director's fees for the remainder of such calendar
year and for succeeding calendar years. Any elections under the Plan shall be
made by written notice delivered to the Corporation in the form attached hereto.

         A Director may terminate his deferral election in the manner provided
in paragraph 6 below.

3. DIRECTORS' DEFERRED ACCOUNTS. (a) Fees deferred at the election of a Director
shall be held in the general funds of the Corporation and such fees shall be
credited to a separate deferred account ("Deferred Account") for the Director on
the date on which they otherwise would have been paid to the Director. A
separate Deferred Account shall be maintained for each Director who has made an
election to defer fees as provided in this Plan. At the time of making his
election, the Director shall specify how the deferred fees credited to his
Deferred Account shall be deemed invested. Such amounts may be deemed invested
in either (i) cash or (ii) a deemed investment in the common shares, without par
value of the Corporation. Each Director's Deferred Account shall have two
subaccounts, one for cash (the "Cash Subaccount") and another for deemed
investments in the Corporation's common shares (the "Deemed Share Subaccount").

         (b) If the Director elects a deferred investment in cash, the Company
shall credit interest on the amount credited to the Director's Cash Subaccount
at the prime rate of interest charged by Bank One, Dayton, NA, or its successor
as principal bank lender to the Company. Such rate of interest shall be set on
January 1 of each calendar year, and that rate shall be utilized for all
purposes under this Plan for the balance of such calendar year, and shall be
re-set on January 1 of each succeeding calendar year. Such interest shall be
compounded annually, and shall be accrued on the unpaid balance in each
Director's Cash Subaccount. Any election by a director pursuant to Section 3(A)
that has

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the effect that he ceases investing deferred fees in deemed common shares and
instead invests deferred fees in cash shall not become effective until at least
six months after such election.

         (c) If the Director elects to have the amount credited to his Deferred
Account deemed invested in the Corporation's deemed common shares, then the
total amount of deferred fees credited to his Deemed Share Subaccount shall be
deemed invested in common shares of the Corporation on the last calendar day of
each calendar quarter (a "Quarter End"); provided, however, that all fees
deferred into a Deemed Share Subaccount pursuant to an election shall remain in
cash form and not be deemed invested in deemed common shares until the first
such Quarter End that is more than six months after such Election. On the date
of such deemed investment, the total deferred fees in each Director's Deemed
Share Subaccount shall be divided by the then "fair market value" of a common
share, which shall be determined by averaging the high and low trading prices of
the Corporation's shares on such date. The Director's Deemed Share Subaccount
shall then be credited with that number of whole and fractional shares resulting
from such computation, which shares shall be deemed common shares. In the event
a Quarter End falls on a date on which the Corporation's shares did not trade,
the Corporation shall compute the fair market value of the shares by averaging
the high and low trading prices on the last date immediately preceding the
Quarter End on which there was trading in the Corporation's shares and the
average of the high and low trading prices on the next day following the Quarter
End on which there was trading in the Corporation's common shares, and then
determining the average of the trading prices for each of the two days.

         A Director investing in deemed shares shall be entitled to credits
equivalent to cash dividends paid on the Company's actually outstanding common
shares ("Dividend Credits"). Such Dividend Credits will be made to the
Director's Deemed Share Subaccount on the amount of deemed shares credited to
the Director's Deemed Share Subaccount on the dates dividends are paid by the
Corporation on its actually outstanding common shares. Such Dividend Credits
shall be deemed reinvested in the Corporation's common shares on next Quarter
End, using the computation set forth in the preceding paragraph to determine the
number of whole and fractional shares to be credited to such account. Such
additional deemed shares shall then be added to the Director's Deemed Share
Subaccount. No interest shall be credited to a Director's Deemed Share
Subaccount for the period of time from when any Dividend Credits are credited to
his account until such Dividend Credits are converted to additional deemed
shares.

         The number of deemed shares held in the Director's Deemed Share
Subaccount shall be adjusted from time to time to reflect stock splits, stock
dividends, or other changes in the Corporation's capital structure, in such
manner as the Committee shall determine.


4. DISTRIBUTIONS FROM DIRECTORS' ACCOUNTS. (a) The Director shall have the
option of having his Cash Subaccount distributed to him by payment of the value
of his Cash Subaccount in a lump sum on the Cessation Date (as defined below) or
in five approximately equal annual installments commencing on the Cessation
Date. Election of such option shall be made in writing, delivered to the
Corporation prior to the date of a Director's death, disability, resignation,
removal, failure to be reelected upon the expiration of his term or retirement
(the "Cessation Date"). If a Director fails to make such an election prior to
his Cessation Date, he shall be considered to have elected installment payments.
Any interest accrued on the amounts in the Director's Cash Subaccount prior to
the Cessation Date shall be paid in the same manner and over the same time
period as payments of the principal amounts, and the unpaid balance in a
Director's Cash Subaccount shall continue to earn interest as provided herein,
until the entire amount of the Cash Subaccount has been paid, which interest
shall be paid in full at the same time principal payments are made.

         (b) If a Director should die before full payment of all amounts in his
Deferred Account, the Corporation shall pay the unpaid amounts to the Director's
beneficiaries or estate as provided herein, in the same manner as they would
have been paid to the Director.

         (c) At the Cessation Date, for a Director who has a Deemed Share
Subaccount, the Corporation shall issue or acquire common shares equal to the
whole number of deemed shares in a Director's Deemed Share Subaccount, and shall
distribute the actual number of whole shares in the Director's Deemed Share
Subaccount in a lump sum to the Director as soon as practical after the
Cessation Date, and such shares shall be evidenced by a certificate for those
shares, fully paid and non-assessable, issued to the Director or his designated
beneficiary. Any dividends on the common shares paid between the Cessation Date
and the date on which the stock certificate is issued to the Director shall be
paid to the Director in cash as soon as is practical and without interest
thereon. Any funds, fractional shares,

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or fractional deemed shares remaining in the Director's Deemed Share Subaccount
after such purchase and distribution shall be deemed invested in cash at fair
market value as defined herein, shall be credited to the Director's Cash
Subaccount, and shall be distributed to the Director in a lump sum as soon as
practical after the distribution of the shares in accordance with paragraph (a)
above.


5. BENEFICIARY DESIGNATION. (a) Each Director who has a Deferred Account
hereunder may designate any person or persons (who may be designated
contingently or successively and who may be an entity other than a natural
person) as his beneficiary or beneficiaries to whom his Plan benefits are to be
paid or distributed if he dies before receipt of all such benefits. Each
beneficiary designation shall be filed in the form prescribed by the Plan
Administrator and will be effective only when so filed during the Director's
lifetime. Each beneficiary designation filed with the Plan Administrator will
revoke all beneficiary designations previously filed with the Plan
Administrator. The revocation of the beneficiary designation, no matter how
effected, shall not require the consent of any designated beneficiary.

         (b) If any Director fails to designate a beneficiary in the manner
provided above, or if he is not survived by his designated beneficiary or
beneficiaries, any amounts payable from the Director's Deferred Account shall,
following the Director's death, be paid to the estate of the Director.

         (c) No beneficiary designated by a Director shall have any rights under
this Plan until (i) a validly executed beneficiary designation naming such
beneficiary shall have been delivered by the Director to the Corporation and
(ii) the Director shall have reached his Cessation Date.


6. TERMINATION OF ELECTION. A Director may terminate his election to defer
payment of fees by written notice delivered to the Corporation. Such termination
shall become effective as of the end of the calendar year in which notice of
termination is given with respect to fees payable for services as a Director
during subsequent calendar years. Any notice of termination by a Director who,
as of the date of such notice, is deferring fees into a Deemed Share Subaccount
(a) shall be irrevocable with respect to any calendar year commencing within six
months after the date of such notice and (b) shall not become effective until
the end of a calendar year that ends at least six months following the date of
the notice. Amounts credited to the Deferred Account of a Director prior to the
effective date of termination shall not be affected thereby and shall be paid
only in accordance with paragraph 4.


7. NON-ASSIGNABILITY.  During the Director's lifetime, the right to the 
Deferred Account and interest thereon shall not be transferable or assignable or
subject to claims of creditors of the Director.


8. BOARD AND SHAREHOLDER APPROVAL. The Plan was adopted and effective as of May
23, 1995. The Plan as amended became effective as of November 7, 1995, and is
currently pending approval by holders of a majority of the outstanding common
shares of the Company. Shareholder approval will be solicited in connection with
the annual Stockholder's meeting to be held in May 1996. If the Plan is not
approved, any elections by a Director to receive deemed shares in lieu of cash
compensation shall be void, and such cash compensation shall be deemed to have
been credited to the Director's Cash Subaccount.


9. MISCELLANEOUS. (a) The obligation of the Corporation under the Plan to make
payments or distribute property to Directors, or their beneficiaries,
constitutes the unsecured promise of the Corporation to make payments or
distribute property from its general assets, as provided herein. No Director or
beneficiary shall have any interest in, or a lien or prior claim upon, any
property of the Corporation. To the extent that anyone acquires a right to
receive payment from the Corporation of any amount payable pursuant to the Plan,
such right shall be no greater than the right of any unsecured general creditor
of the Corporation.

         (b) Any other provision of this Plan notwithstanding, in the event the
Company experiences a "change in control," as defined in the 1993 Stock
Incentive Plan, or upon the insolvency or bankruptcy of the Corporation, then
any amounts in a Director's Cash Subaccount, including interest thereon, shall
be paid to the Director as soon as practical after such event. For purposes of
this subparagraph 8(b), any amounts credited to a Director's Deemed Share

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Subaccount shall be converted into its cash equivalent value as of the date of
the respective event described herein, and shall be paid to the Director in cash
as soon as practical after such event.

         (c) It is the express intent of the parties to this Agreement that the
amounts deferred pursuant to this Agreement shall not be subjected to federal
income taxation until such time as they are paid to the Director. It is
understood by the Director that the Company makes no representation or warranty
as to the income tax treatment of the amounts deferred under this Agreement.

         In the event that, upon application of pertinent federal income tax
law, regulations, rulings, or final non-appealable court cases, it is determined
that the amounts deferred under this Agreement are subject to income taxation at
the time earned, the Committee and the Director may agree to deliver to the
Director all (but not less than all) of the cash in the Director's accounts,
issue or acquire common shares equal to the whole number of deemed shares in a
Director's Deemed Share Subaccount and distribute the actual number of whole
shares to the Director, and terminate any existing election in effect for that
Director.


ROBERDS, INC., BY

/s/ Robert M. Wilson
------------------------

Robert M. Wilson, its
Executive Vice President





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