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                                                        EXHIBIT 10.10.2

                                  ROBERDS, INC.

                           SECOND AMENDED AND RESTATED
                           EXECUTIVE COMPENSATION PLAN

                               Effective for 1997




I.       BACKGROUND

The Roberds, Inc. Executive Compensation Plan is designed to reward executive
officers and other senior managers with annual cash bonuses and grants of
incentive stock options ("ISOs"), if the Company's pre-tax profit exceeds
certain targets. As pre-tax profits grow, the awards increase. The system is
designed such that cash bonuses, profit-sharing contributions, and ISO awards
begin to be earned at a pre-tax earnings threshold ("Threshold"), established
annually by the Board of Directors upon the recommendation of management, and
grow substantially as the Company's internal target for pre-tax earnings
("Target") is approached. If the Target is exceeded, there are significant
increases in all forms of compensation, until the Company reaches the "Ceiling."


II.      CASH BONUS PLAN (EXHIBIT A)

A.       Profit plan. The annual profit plan is developed by executive
         management on a market-by-market basis. It is based on the expected
         performance for the year, adjusted for the impact of new store openings
         and other known changes in the business, and then "stretched" to
         develop high, but reasonable, targets for management. The internal plan
         is based on a Target established annually by the Board of Directors,
         upon the recommendation of management.

B.       Pre-tax profit. All calculations under the Plan start with pre-tax
         profit for the year. This is the expected audited, pre-tax earnings of
         the entire Company, with all known adjustments for the year, but before
         any year-end bonuses or profit-sharing contributions. The Board of
         Directors can exclude certain items from the calculation of pre-tax
         earnings if, in its judgment, management cannot exert significant
         influence over the outcome of those items.

C.       Chief Executive Officer. The Chief Executive Officer will be paid a
         cash bonus, expressed as a percentage of his base pay, depending the
         performance of the Company against its profit plan for the year. Below
         the Threshold, the Chief Executive Officer earns no cash bonus.
         Beginning at the Threshold, he earns a bonus equal to a percentage of
         his base pay. The bonus percentage increases with profits to a maximum
         percentage of his base pay set annually by the Board of Directors (the
         "Ceiling"). The percentages are shown on Exhibit A, provided to the
         Board of Directors.

D.       Other senior executives. The other executive officers, and other senior
         managers, share in a pool of money that also increases as pre-tax
         profits increase. The pool is calculated as a percentage of the base
         pay of the eligible managers. Below the Threshold, there is no money in
         the pool. Beginning at the Threshold, the pool is a small percentage of
         the base pay of the eligible managers, growing to maximum percentage of
         their base pay at the Ceiling.

         Once the size of the pool is determined, it is allocated to the
         participants based on their relative "shares" in the bonus pool. The
         shares are determined by reference to each manager's base pay as a
         percentage of the base

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         pay of the group. Certain managers have commission and override
         arrangements that are a part of their compensation arrangements. For
         these individuals, "base pay" is adjusted to reflect their estimated
         total compensation for the year, before any year-end bonuses. Exhibit
         B, provided to the Board of Directors, illustrates the individual
         payouts to the group at various levels of profitability.

         Once the amount of each individual's bonus is determined under the
         formula, the Chief Executive Officer can reduce that amount by up to 50
         percent, to reflect each individual executive's performance. Any
         amounts that become available as the result of such reductions can be
         used to increase other executives' bonuses, by up to 50 percent, to
         reflect their individual performance. However, the total amount awarded
         to all executives cannot exceed the total amount derived under the
         formula.

         The Board may establish a percentage of the cash bonus pool to be held
         in a discretionary "pot." This money can be used by the Chief Executive
         Officer to cure any inequities that may arise under the formula system
         or to recognize outstanding achievements by an individual or group.
         This pot does not have to be awarded. The Chief Executive Officer will
         make specific recommendations to the Compensation Committee for any
         awards from this pool.

E.       Profit-sharing contribution. The Company has no fixed formula for
         contributions to the profit-sharing plan. The contributions to the
         profit-sharing plan will be adjusted annually by the Board of
         Directors, based on the recommendation of management. However, in
         doing so, the Board should be guided by the principles set forth in
         this Plan for cash bonus awards: below the Threshold, no
         profit-sharing contribution should be made; once the Threshold is
         reached, contributions can be made a low percentage of pre-tax
         earnings; that rate should grow as pre-tax earnings approach the
         Target; and should increase more rapidly as the Target is exceeded.
         The Board can elect to replace or supplement profit-sharing
         contributions with "matching contributions" to the Company's section
         401(k) plan.

F.       Bonuses to other employees. Outside of the Plan, the Company may
         also award cash bonuses to other lower-level employees not covered
         by the Plan. These awards are made in the discretion of management;
         however, none of these awards can be made to individuals
         participating in the Plan.

G.       Discretionary Pool. While the Plan is largely formula-driven, it is
         recognized that circumstances can arise in which the Company fails to
         meet its pre-tax profit plan (i.e., falls below the Threshold Amount),
         but such shortfall is the result of unusual conditions or market
         forces. Likewise, the Company could fail to meet its pre-tax profit
         plan, but significantly outperform the comparable companies. In these
         instances, management may have performed well under difficult
         circumstances, but its effort simply did not yield the planned pre-tax
         earnings.

         In order to address such situations, the Plan permits the establishment
         of a Discretionary Pool, so that cash awards can be made to key
         executives even though the Company fails to achieve the Threshold
         Amount. The Discretionary Pool shall be defined as a percentage of the
         base pay of the executives described in sections C and D above. Such
         percentage shall be established annually by the Board of Directors.
         Awards from the Discretionary Pool shall be approved by the Board of
         Directors.


III.     ISO PLAN (EXHIBIT C)

A.       Generally. The ISO award plan follows essentially the same approach as
         the cash bonus plan. ISOs will be awarded as percentage of each
         executive's base pay. No awards will be made if pre-tax earnings are
         below the Threshold. Beginning at the Threshold, awards are made based
         on a scale shown on Exhibit C, as distributed to the Board of
         Directors. The award percentage grows as the performance against the
         profit plan increases. The awards reach a maximum percentage of an
         individual's base pay at the Ceiling.


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         Once the dollar value of the ISOs is determined under the formula, that
         value is converted to a number of shares based on the then-current
         value of Roberds' stock at the date of grant.

         Similar to the cash bonus plan, the ISO plan also reserves a "pot" of
         shares for use by the Chief Executive Officer. These additional shares
         can be used to cure inequities in the formula system or to reward
         unusual efforts or results beyond those recognized by the formula
         system.

         The ISO plan includes all participants in the cash bonus plan. Outside
         of the Plan, the Board may award ISOs to other lower-level employees,
         upon the recommendation of management; provided, however, that no such
         awards can be made to participants in the Plan.

B.       Chief Executive Officer Plan. The Chief Executive Officer's ISO plan is
         set at a slightly higher percentage of his base pay than that used for 
         the other employees, as shown on Exhibit C distributed to the Board of
         Directors.  This is done to reinforce his focus on long-term growth and
         increases in shareholder value.

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