<PAGE>   1

                                                                     EXHIBIT 4.1

                 ----------------------------------------------

                                  MERRILL LYNCH

                                    ---------
                                     SPECIAL
                                    ---------

                                PROTOTYPE DEFINED

                                CONTRIBUTION PLAN

                               ADOPTION AGREEMENT

                 ----------------------------------------------

                                   401(k) PLAN

                              EMPLOYEE THRIFT PLAN

                               PROFIT-SHARING PLAN

                         LETTER SERIAL NUMBER: D359287b
                      NATIONAL OFFICE LETTER DATE: 6/29/93

THIS PROTOTYPE PLAN AND ADOPTION AGREEMENT ARE IMPORTANT LEGAL INSTRUMENTS WITH
LEGAL AND TAX IMPLICATIONS FOR WHICH THE SPONSOR, MERRILL LYNCH, PIERCE, FENNER
& SMITH, INCORPORATED, DOES NOT ASSUME RESPONSIBILITY. THE EMPLOYER IS URGED TO
CONSULT WITH ITS OWN ATTORNEY WITH REGARD TO THE ADOPTION OF THIS PLAN AND ITS
SUITABILITY TO ITS CIRCUMSTANCES.

<PAGE>   2


ADOPTION OF PLAN

The Employer named below hereby establishes or restates a profit-sharing plan
that includes a [X] 401(k), [X] profit-sharing and/or [ ] thrift plan feature
(the "Plan") by adopting the Merrill Lynch Special Prototype Defined
Contribution Plan and Trust as modified by the terms and provisions of this
Adoption Agreement.

EMPLOYER AND PLAN INFORMATION

Employer Name:*    THE GOOD GUYS, INC.

Business Address:  1600 HARBOR BAY PARKWAY
                   ALAMEDA, CA 94502

Telephone Number:  (510) 521-7100

Employer Taxpayer ID Number: 94-2366177

Employer Taxable Year ends on: SEPTEMBER 30TH

Plan Name: THE GOOD GUYS DEFERRED PAY AND PROFIT-SHARING PLAN

Plan Number: 002

<TABLE>
<CAPTION>
                                      401(k)       PROFIT SHARING        THRIFT
<S>                                 <C>            <C>                   <C>
Effective Date of Adoption
           or Restatement:          05/01/2001       05/01/2001

Original Effective Date:            01/01/1984       10/01/1977

</TABLE>

IF THIS PLAN IS A CONTINUATION OR AN AMENDMENT OF A PRIOR PLAN, ALL OPTIONAL
FORMS OF BENEFITS PROVIDED IN THE PRIOR PLAN MUST BE PROVIDED UNDER THIS PLAN TO
ANY PARTICIPANT WHO HAD AN ACCOUNT BALANCE, WHETHER OR NOT VESTED, IN THE PRIOR
PLAN.

--------------------------

  * If there are any Participating Affiliates in this Plan, list below the
    proper name of each Participating Affiliate.

     THE GOOD GUYS-CALIFORNIA, INC.

     ______.

     ______.



                                       2
<PAGE>   3


                             ARTICLE I. DEFINITIONS

A.   "COMPENSATION"

(1)  With respect to each Participant, except as provided below, Compensation
     shall mean the (select all those applicable for each column):

<TABLE>
<CAPTION>
401(k) AND/        PROFIT
 OR THRIFT         SHARING
<S>                <C>
   [X]               [X] (a) amount reported in the "Wages Tips and Other
                             Compensation" Box on Form VV-2 for the applicable
                             period selected in Item 5 below.

   [ ]               [ ] (b) compensation for Code Section 415 safe-harbor
                             purposes (as defined in Section 3.9.1 (H)(i) of
                             basic plan document #03) for the applicable period
                             selected in Item 5 below.

   [ ]               [ ] (c) amount reported pursuant to Code Section 3401(a)
                             for the applicable period selected in Item 5 below.

   [ ]               [ ] (d) all amounts received (under options (a) (b) or (c)
                             above) for personal services rendered to the
                             Employer but excluding (select one):

                       [ ]   overtime
                       [ ]   bonuses
                       [ ]   commissions
                       [ ]   amounts in excess of $______
                       [ ]   other (specify)
</TABLE>

(2)  Treatment of Elective Contributions (select one):

     [X] (a) For purposes of contributions, Compensation shall include Elective
             Deferrals and amounts excludable from the gross income of the
             Employee under Code Section 125, Code Section 402(e)(3), Code
             Section 402(h) or Code Section 403(b) ("elective contributions").

     [ ] (b) For purposes of contributions, Compensation shall not include
             "elective contributions."

(3)  CODA Compensation (select one):

     [X] (a) For purposes of the ADP and ACP Tests, Compensation shall include
             "elective contributions."

     [ ] (b) For purposes of the ADP and ACP Tests, Compensation shall not
             include "elective contributions."



                                       3
<PAGE>   4


(4)  With respect to Contributions to an Employer Contributions Account,
     Compensation shall include all Compensation (select one):

     [ ] (a) during the Plan Year in which the Participant enters the Plan.

     [X] (b) after the Participant's Entry Date.

(5)  The applicable period for determining Compensation shall be (select one):

     [X] (a) the Plan Year.

     [ ] (b) the Limitation Year.

     [ ] (c) the consecutive 12-month period ending on ______.

B.   "DISABILITY"

(1)  Definition

     Disability shall mean a condition which results in the Participant's
     (select one):

     [ ] (a) inability to engage in any substantial gainful activity by
             reason of any medically determinable physical or mental impairment
             that can be expected to result in death or which has lasted or can
             be expected to last for a continuous period of not less than 12
             months.

     [X] (b) total and permanent inability to meet the requirements of the
             Participant's customary employment which can be expected to last
             for a continuous period of not less than 12 months.

     [ ] (c) qualification for Social Security disability benefits.

     [ ] (d) qualification for benefits under the Employer's long-term
             disability plan.

(2)  Contributions Due to Disability (select one):

     [X] (a) No contributions to an Employer Contributions Account will be
             made on behalf of a Participant due to his or her Disability.

     [ ] (b) Contributions to an Employer Contributions Account will be
             made on behalf of a Participant due to his or her Disability
             provided that: the Employer elected option (a) or (c) above as the
             definition of Disability, contributions are not made on behalf of
             a Highly Compensated Employee, the contribution is based on the
             Compensation each such Participant would have received for the
             Limitation Year if the Participant had been paid at the rate of
             Compensation paid immediately before his or her Disability, and
             contributions made on behalf of such Participant will be
             nonforfeitable when made.


                                       4
<PAGE>   5

C.   "EARLY RETIREMENT" is (select one):

     [X] (1) not permitted.

     [ ] (2) permitted if a Participant terminates Employment before Normal
             Retirement Age and has (select one):

               [ ]  (a) attained age ___.

               [ ]  (b) attained age ___ and completed ___ Years of Service.

               [ ]  (c) attained age ___ and completed ___ Years of Service as a
                        Participant.

D.   "ELIGIBLE EMPLOYEES" (select one):

     [ ] (1) All Employees are eligible to participate in the Plan.

     [X] (2) The following Employees are not eligible to participate in the Plan
             (select all those applicable):

         [X] (a) Employees included in a unit of Employees covered by a
                 collective bargaining agreement between the Employer or a
                 Participating Affiliate and the Employee representatives (not
                 including any organization more than half of whose members are
                 Employees who are owners, officers, or executives of the
                 Employer or Participating Affiliate) in the negotiation of
                 which retirement benefits were the subject of good faith
                 bargaining, unless the bargaining agreement provides for
                 participation in the Plan.

         [X] (b) non-resident aliens who received no earned income from the
                 Employer or a Participating Affiliate which constitutes income
                 from sources within the United States.

         [ ] (c) Employees of an Affiliate.

         [ ] (d) Employees employed in or by the following specified division,
                 plant, location, job category or other identifiable individual
                 or group of Employees: ________________.


                                       5
<PAGE>   6

E.   "ENTRY DATE" Entry Date shall mean (select as applicable):

<TABLE>
<CAPTION>
401(k)
AND/OR         PROFIT
THRIFT         SHARING
<S>            <C>
   [ ]               [ ] (1) If the initial Plan Year is less than twelve  months, the ___ day of
                             __________ and thereafter:

   [ ]               [ ] (2) the first day of the Plan Year following the date the Employee meets the
                             eligibility requirements. If the Employer elects this option (2) establishing
                             only one Entry Date, the eligibility "age and service" requirements elected
                             in Article II must be no more than age 20-1/2 and 6 months of service.

   [ ]               [ ] (3) the first day of the month following the date the Employee meets the
                             eligibility requirements.

   [ ]               [ ] (4) the first day of the Plan Year and the first day of the seventh month of the
                             Plan Year following the date the Employee meets the eligibility requirements.

   [X]               [X] (5) the first day of the Plan Year, the first day of the fourth month of the
                             Plan Year, the first day of the seventh month of the Plan Year, and the first
                             day of the tenth month of the Plan Year following the date the Employee meets the
                             eligibility requirements.

   [ ]               [ ] (6) other:
                             provided that the Entry Date or Dates selected are no later than any of the options
                             above.
</TABLE>

F.   "HOURS OF SERVICE"

Hours of Service for the purpose of determining a Participant's Period of
Severance and Year of Service shall be determined on the basis of the method
specified below:

     (1) Eligibility Service: For purposes of determining whether a Participant
         has satisfied the eligibility requirements, the following method shall
         be used (select one):

<TABLE>
<CAPTION>
          401(k)
          AND/OR         PROFIT
          THRIFT         SHARING
         <S>             <C>
             [X]            [X] (a) elapsed time method
             [ ]            [ ] (b) hourly records method
</TABLE>



                                       6
<PAGE>   7

     (2) Vesting Service: A Participant's nonforfeitable interest shall be
         determined on the basis of the method specified below (select one):

         [X] (a) elapsed time method
         [ ] (b) hourly records method
         [ ] (c) If this item (c) is checked, the Plan only provides for
                 contributions that are always 100% vested and this item (2)
                 will not apply.

     (3) Hourly Records: For the purpose of determining Hours of Service under
         the hourly record method (select one):

         [ ] (a) only actual hours for which an Employee is paid or entitled to
                 payment shall be counted.

         [ ] (b) an Employee shall be credited with 45 Hours of Service if such
                 Employee would be credited with at least 1 Hour of Service
                 during the week.

G.   "INTEGRATION LEVEL"

     [X] (1) This Plan is not integrated with Social Security.

     [ ] (2) This Plan is integrated with Social Security. The Integration Level
             shall be (select one):

             [ ] (a) the Taxable Wage Base.
             [ ] (b) $_______ (a dollar amount less than the Taxable Wage Base).
             [ ] (c) _____% of the Taxable Wage Base (not to exceed 100%).
             [ ] (d) the greater of $10,000 or 20% of the Taxable Wage Base.

H.   "LIMITATION COMPENSATION"

For purposes of Code Section 415, Limitation Compensation shall be compensation
as determined for purposes of (select one):

     [ ] (1) Code Section 415 Safe-Harbor as defined in Section 3.9.1(H)(i) of
             basic plan document #03.

     [X] (2) the "Wages, Tips and Other Compensation" Box on Form W-2.

     [ ] (3) Code Section 3401(a) Federal Income Tax Withholding.

I.   "LIMITATION YEAR"

For purposes of Code Section 415, the Limitation Year shall be (select one):

     [X] (1) the Plan Year.

     [ ] (2) the twelve consecutive month period ending on the __ day of the
             month of _____________.


                                       7
<PAGE>   8

J.   "NET PROFITS" are (select one):

     [X] (1) not necessary for any contribution.

     [ ] (2) necessary for (select all those applicable):

         [ ] (a) Profit-Sharing Contributions.
         [ ] (b) Matching 401(k) Contributions.
         [ ] (c) Matching Thrift Contributions.

K.   "NORMAL RETIREMENT AGE"

Normal Retirement Age shall be (select one):

         [X] (1) attainment of age 65 (not more than 65) by the Participant.

         [ ] (2) attainment of age __ (not more than 65) by the Participant or
                 the ___ anniversary (not more than the 5th) of the first day of
                 the Plan Year in which the Eligible Employee became a
                 Participant, whichever is later.

         [ ] (3) attainment of age __ (not more than 65) by the Participant or
                 the ___ anniversary (not more than the 5th) of the first day on
                 which the Eligible Employee performed an Hour of Service,
                 whichever is later.

L.   "PARTICIPANT DIRECTED ASSETS" are:

<TABLE>
<CAPTION>
         401(k) AND/      PROFIT
          OR THRIFT       SHARING
            <S>           <C>
             [X]            [X] (1) permitted.
             [ ]            [ ] (2) not permitted.
</TABLE>

M.   "PLAN YEAR"

The Plan Year shall end on the 30th day of SEPTEMBER.

N.   "PREDECESSOR SERVICE"

     Predecessor service will be credited (select one):

         [X] (1) only as required by the Plan.

         [ ] (2) to include, in addition to the Plan requirements and subject to
                 the limitations set forth below, service with the following
                 predecessor employer(s) determined as if such predecessors were
                 the Employer: ________.



                                       8
<PAGE>   9

     Service with such predecessor employer applies [select either or both (a)
     and/or (b); (c) is only available in addition to (a) and/or (b)]:

         [ ] (a) for purposes of eligibility to participate;
         [ ] (b) for purposes of vesting;
         [ ] (c) except for the following service: ______________.

O.   "VALUATION DATE"
Valuation Date shall mean (select one for each column, as applicable):

<TABLE>
<CAPTION>
401(k) AND/     PROFIT
OR THRIFT       SHARING
<S>             <C>
   [ ]            [ ] (1) the last business day of each month.

   [ ]            [ ] (2) the last business day of each quarter within the Plan Year.

   [ ]            [ ] (3) the last business day of each semi-annual period within the Plan Year.

   [ ]            [ ] (4) the last business day of the Plan Year.

   [X]            [X] (5) other: THE CLOSE OF BUSINESS EACH DAY.

</TABLE>
                            ARTICLE II. PARTICIPATION

PARTICIPATION REQUIREMENTS

An Eligible Employee must meet the following requirements to become a
Participant (select one or more for each column, as applicable):

<TABLE>
<CAPTION>
401(k) AND/     PROFIT
OR THRIFT       SHARING
<S>             <C>
   [ ]            [ ] (1) Performance of one Hour of Service.

   [ ]            [ ] (2) Attainment of age __ (maximum 20 1/2) and completion
                          of _______  (not more than 1/2) Years of Service. If
                          this item is selected, no Hours of Service shall be
                          counted.

   [X]            [X] (3) Attainment of age 0 (maximum 21) and completion of
                          1/4 Year(s) of Service. If more than one Year of
                          Service is selected, the immediate 100% vesting
                          schedule must be selected in Article VII of this
                          Adoption Agreement.
</TABLE>


                                       9
<PAGE>   10

<TABLE>
<CAPTION>
401(k) AND/     PROFIT
OR THRIFT       SHARING
<S>             <C>
   [ ]            [ ] (4) Attainment of age__ (maximum 21) and completion of
                          ___ Year(s) of Service. If more than one Year of
                          Service is selected, the immediate 100% vesting
                          schedule must be selected in Article VII of this
                          Adoption Agreement.

   [ ]            [ ] (5) Each Employee who is an Eligible Employee on ______
                          will be deemed to have satisfied the participation
                          requirements on the effective date without regard to
                          such Eligible Employee's actual age and/or service.
</TABLE>

            ARTICLE III. 401(k) CONTRIBUTIONS AND ACCOUNT ALLOCATION

A.   ELECTIVE DEFERRALS

If selected below, a Participant's Elective Deferrals will be (select all
applicable):


     [X] (1) a dollar amount or a percentage of Compensation, as specified by
             the Participant on his or her 401(k) Election form, which may not
             exceed 20% of his or her Compensation.

     [ ] (2) with respect to bonuses, such dollar amount or percentage as
             specified by the Participant on his or her 401 (k) Election form
             with respect to such bonus.

B.   MATCHING 401(k) CONTRIBUTIONS

If selected below, the Employer may make Matching 401(k) Contributions for each
Plan Year (select one):

     [ ] (1) Discretionary Formula:

         Discretionary Matching 401(k) Contribution equal to such a dollar
         amount or percentage of Elective Deferrals, as determined by the
         Employer, which shall be allocated (select one):

             [ ] (a)  based on the ratio of each Participant's Elective Deferral
                      for the Plan Year to the total Elective Deferrals of all
                      Participants for the Plan Year. If inserted, Matching
                      401(k) Contributions shall be subject to a maximum amount
                      of $______ for each Participant or ______% of each
                      Participant's Compensation.


                                       10
<PAGE>   11

             [ ] (b)  in an amount not to exceed ______% of each Participant's
                      first ______% of Compensation contributed as Elective
                      Deferrals for the Plan Year. If any Matching 401(k)
                      Contribution remains, it is allocated to each such
                      Participant in an amount not to exceed _____% of the next
                      _____% of each Participant's Compensation contributed as
                      Elective Deferrals for the Plan Year.

         Any remaining Matching 401(k) Contribution shall be allocated to each
         such Participant in the ratio that such Participant's Elective
         Deferral for the Plan Year bears to the total Elective Deferrals of
         all such Participants for the Plan Year. If inserted, Matching 401(k)
         Contributions shall be subject to a maximum amount of $______ for each
         Participant or ______% of each Participant's Compensation.

     [ ] (2) Nondiscretionary Formula:

         A nondiscretionary Matching 401(k) Contribution for each Plan Year
         equal to (select one):

             [ ] (a)  ______% of each Participant's Compensation contributed as
                      Elective Deferrals. If inserted, Matching 401(k)
                      Contributions shall be subject to a maximum amount of
                      $______ for each Participant or ______% of each
                      Participant's Compensation.

             [ ] (b)  ______% of the first ______% of the Participant's
                      Compensation contributed as Elective Deferrals and ______%
                      of the next ___% of the Participant's Compensation
                      contributed as Elective Deferrals. If inserted, Matching
                      401(k) Contributions shall be subject to a maximum amount
                      of $_____ for each Participant or ____% of each
                      Participant's Compensation.

C.   PARTICIPANTS ELIGIBLE FOR MATCHING 401(k) CONTRIBUTION ALLOCATION

The following Participants shall be eligible for an allocation to their Matching
401(k) Contributions Account (select all those applicable):

     [ ] (1) Any Participant who makes Elective Deferrals.

     [ ] (2) Any Participant who satisfies those requirements elected by the
             Employer for an allocation to his or her Employer Contributions
             Account as provided in Article IV Section C.

     [ ] (3) Solely with respect to a Plan in which Matching 401(k)
             Contributions are made quarterly (or on any other regular interval
             that is more frequent than annually) any Participant whose 401(k)
             Election is in effect throughout such entire quarter (or other
             interval). ______ (quarterly, monthly or semi-annual)


                                       11
<PAGE>   12

D.   QUALIFIED MATCHING CONTRIBUTIONS

If selected-below, the Employer may make Qualified Matching Contributions for
each Plan Year (select all those applicable):

     (1)  In its discretion, the Employer may make Qualified Matching
          Contributions on behalf of (select one):

          [ ] (a) all Participants who make Elective Deferrals in that Plan
                  Year.

          [ ] (b) only those Participants who are Nonhighly Compensated
                  Employees and who make Elective Deferrals for that Plan Year.

     (2)  Qualified Matching Contributions will be contributed and allocated to
          each Participant in an amount equal to (select one):

          [ ] (a) ______% of the Participant's Compensation contributed as
                  Elective Deferrals. If inserted, Qualified Matching
                  Contributions shall not exceed ______% of the Participant's
                  Compensation.

          [ ] (b) Such an amount, determined by the Employer, which is needed to
                  meet the ACP Test.

     (3)  In its discretion, the Employer may elect to designate all or any part
          of Matching 401(k) Contributions as Qualified Matching Contributions
          that are taken into account as Elective Deferrals -included in the ADP
          Test and excluded from the ACP Test -on behalf of (select one):

          [ ] (a) all Participants who make Elective Deferrals for that Plan
                  Year.

          [ ] (b) Only Participants who are Nonhighly Compensated Employees who
                  make Elective Deferrals for that Plan Year.

E.   QUALIFIED NONELECTIVE CONTRIBUTIONS

If selected below, the Employer may make Qualified Nonelective Contributions for
each Plan Year (select all those applicable):

     (1)  In its discretion, the Employer may make Qualified Nonelective
          Contributions on behalf of (select one):

          [ ] (a) all Eligible Participants.

          [X] (b) only Eligible Participants who are Nonhighly Compensated
                  Employees.


                                       12
<PAGE>   13

     (2)  Qualified Nonelective Contributions will be contributed and allocated
          to each Eligible Participant in an amount equal to (select one):

          [ ] (a) ______% (no more than 15%) of the Compensation of each
              Eligible Participant eligible to share in the allocation.

          [X] (b) Such an amount determined by the Employer, which is needed to
                  meet either the ADP Test or ACP Test.

     (3)  At the discretion of the Employer, as needed and taken into account as
          Elective Deferrals included in the ADP Test on behalf of (select one):

          [ ] (a) all Eligible Participants.

          [X] (b) only those Eligible Participants who are Nonhighly Compensated
                  Employees.

F.   ELECTIVE DEFERRALS USED IN ACP TEST (select one):

     [ ] (1) At the discretion of the Employer, Elective Deferrals may be used
             to satisfy the ACP Test.

     [ ] (2) Elective Deferrals may not be used to satisfy the ACP Test.

G.   MAKING AND MODIFYING A 401(k) ELECTION

An Eligible Employee shall be entitled to increase, decrease or resume his or
her Elective Deferral percentage with the following frequency during the Plan
Year (select one):

         [ ] (1) annually.
         [ ] (2) semi-annually.
         [X] (3) quarterly.
         [ ] (4) monthly
         [ ] (5) other (specify): _____.

         Any such increase, decrease or resumption shall be effective as of the
         first payroll period coincident with or next following the first day
         of each period set forth above. A Participant may completely
         discontinue making Elective Deferrals at any time effective for the
         payroll period after written notice is provided to the Administrator.


                                       13
<PAGE>   14

         ARTICLE IV. PROFIT-SHARING CONTRIBUTIONS AND ACCOUNT ALLOCATION

A.   PROFIT-SHARING CONTRIBUTIONS

If selected below, the following contributions for each Plan Year will be made:

Contributions to Employer Contributions Accounts (select one):

         [X] (a) Such an amount, if any, as determined by the Employer.

         [ ] (b) _____% of each Participant's Compensation.

B.   ALLOCATION OF CONTRIBUTIONS TO EMPLOYER CONTRIBUTIONS ACCOUNTS (select
     one):

         [X] (1) Non-Integrated Allocation

                 The Employer Contributions Account of each Participant eligible
                 to share in the allocation for a Plan Year shall be credited
                 with a portion of the contribution, plus any forfeitures if
                 forfeitures are reallocated to Participants, equal to the ratio
                 that the Participant's Compensation for the Plan Year bears to
                 the Compensation for that Plan Year of all Participants
                 entitled to share in the contribution.

         [ ] (2) Integrated Allocation

                 Contributions to Employer Contributions Accounts with respect
                 to a Plan Year, plus any forfeitures if forfeitures are
                 reallocated to Participants, shall be allocated to the Employer
                 Contributions Account of each eligible Participant as follows:

                 (a)  First, in the ratio that each such eligible Participant's
                      Compensation for the Plan Year bears to the Compensation
                      for that Plan Year of all eligible Participants but not in
                      excess of 3% of each Participant's Compensation.

                 (b)  Second, any remaining contributions and forfeitures will
                      be allocated in the ratio that each eligible Participant's
                      Compensation for the Plan Year in excess of the
                      Integration Level bears to all such Participants' excess
                      Compensation for the Plan Year but not in excess of 3%.



                                       14
<PAGE>   15

                 (c) Third, any remaining contributions and forfeitures will be
                     allocated in the ratio that the sum of each Participant's
                     Compensation and Compensation in excess of the Integration
                     Level bears to the sum of all Participants' Compensation
                     and Compensation in excess of the Integration Level, but
                     not in excess of the Maximum Profit-Sharing Disparity Rate
                     (defined below).

                 (d) Fourth, any remaining contributions or forfeitures will be
                     allocated in the ratio that each Participant's Compensation
                     for that year bears to all Participants' Compensation for
                     that year.

The Maximum Profit-Sharing Disparity Rate is equal to the lesser of:

                 (a) 2.7% or

                 (b) The applicable percentage determined in accordance with the
                     following table:

<TABLE>
<CAPTION>
IF THE INTEGRATION LEVEL IS
(AS A % OF THE TAXABLE WAGE
BASE ("TWB")).                        THE APPLICABLE PERCENTAGE IS:
<S>                                   <C>
20% (or $10,000 if greater)
or less of the TWB                             2.7%

More than 20% (but not less
than $10,001 but not
more than 80% of the TWB                       1.3%

More than 80% but not less
than 100% of the TWB                           2.4%

100% of the TWB                                2.7%
</TABLE>


                                       15
<PAGE>   16


C.   PARTICIPANTS ELIGIBLE FOR EMPLOYER CONTRIBUTION ALLOCATION

The following Participants shall be eligible for an allocation to their Employer
Contributions Account (select all those applicable):

         [ ] (1) Any Participant who was employed during the Plan Year.

         [ ] (2) In the case of a Plan using the hourly record method for
                 determining Vesting Service, any Participant who was credited
                 with a Year of Service during the Plan Year.

         [X] (3) Any Participant who was employed on the last day of the Plan
                 Year.

         [X] (4) Any Participant who was on a leave of absence on the last day
                 of the Plan Year.

         [X] (5) Any Participant who during the Plan Year died or became
                 Disabled while an Employee or terminated employment after
                 attaining Normal Retirement Age.

         [ ] (6) Any Participant who was credited with at least 501 Hours of
                 Service whether or not employed on the last day of the Plan
                 Year.

         [ ] (7) Any Participant who was credited with at least 1,000 Hours of
                 Service and was employed on the last day of the Plan Year.

                         ARTICLE V. THRIFT CONTRIBUTIONS

A.   EMPLOYEE THRIFT CONTRIBUTIONS

If selected below, Employee Thrift Contributions, which are required for
Matching Thrift Contributions, may be made by a Participant in an amount equal
to (select one):

         [ ] (1) A dollar amount or a percentage of the Participant's
                 Compensation which may not be less than ______% nor may not
                 exceed ______% of his or her Compensation.

         [ ] (2) An amount not less than ______% of and not more than ______%
                 of each Participant's Compensation.


                                       16
<PAGE>   17

B.   MAKING AND MODIFYING AN EMPLOYEE THRIFT CONTRIBUTION ELECTION

A Participant shall be entitled to increase, decrease or resume his or her
Employee Thrift Contribution percentage with the following frequency during the
Plan Year (select one):

         [ ] (1) annually
         [ ] (2) semi-annually
         [ ] (3) quarterly
         [ ] (4) monthly
         [ ] (5) other (specify): _____.

Any such increase, decrease or resumption shall be effective as of the first
payroll period coincident with or next following the first day of each period
set forth above. A Participant may completely discontinue making Employee Thrift
Contributions at any time effective for the payroll period after written notice
is provided to the Administrator.

C.   THRIFT MATCHING CONTRIBUTIONS

If selected below, the Employer will make Matching Thrift Contributions for each
Plan Year (select one):

     [ ] (1) Discretionary Formula:

          A discretionary Matching Thrift Contribution equal to such a dollar
          amount or percentage as determined by the Employer, which shall be
          allocated (select one):

         [ ] (a) based on the ratio of each Participant's Employee
                 Thrift Contribution for the Plan Year to the total Employee
                 Thrift Contributions of all Participants for the Plan Year.
                 If inserted, Matching Thrift Contributions shall be subject
                 to a maximum amount of $____ for each Participant or ___% of
                 each Participant's Compensation.

         [ ] (b) in an amount not to exceed _____% of each Participant's first
                 ______% of Compensation contributed as Employee Thrift
                 Contributions for the Plan Year. If any Matching Thrift
                 Contribution remains, it is allocated to each such Participant
                 in an amount not to exceed _____% of the next _____% of each
                 Participant's Compensation contributed as Employee Thrift
                 Contributions for the Plan Year.

     Any remaining Matching Thrift Contribution shall be allocated to each such
     Participant in the ratio that such Participant's Employee Thrift
     Contributions for the Plan Year bears to the total Employee Thrift
     Contributions of all such Participants for the Plan Year. If inserted,
     Matching Thrift Contributions shall be subject to a maximum amount of $____
     for each Participant or _____% of each Participant's Compensation.


                                       17
<PAGE>   18

     [ ] (2) Nondiscretionary Formula:

      A nondiscretionary Matching Thrift Contribution for each Plan Year equal
      to (select one):

         [ ] (a) ______% of each Participant's Compensation contributed as
                 Employee Thrift Contributions. If inserted, Matching Thrift
                 Contributions shall be subject to a maximum amount of $______
                 for each Participant or ______% of each Participant's
                 Compensation.

         [ ] (b) ______% of the first ______% of the Participant's Compensation
                 contributed as Employee Thrift Contributions and ______% of the
                 next ______% of the Participant's Compensation contributed as
                 Employee Thrift Contributions. If inserted, Matching Thrift
                 Contributions shall be subject to a maximum amount of $______
                 for each Participant or ______% of each Participant's
                 Compensation.

D.   QUALIFIED MATCHING CONTRIBUTIONS

If selected below; the Employer may make Qualified Matching Contributions for
each Plan Year (select all those applicable):

         (1) In its discretion, the Employer may make Qualified Matching
             Contributions on behalf of (select one):

             [ ] (a) all Participants who make Employee Thrift Contributions.

             [ ] (b) only those Participants who are Nonhighly Compensated
                     Employees and who make Employee Thrift Contributions.

         (2) Qualified Matching Contributions will be contributed and allocated
             to each Participant in an amount equal to:

             [ ] (a) ______% of the Participant's Employee Thrift Contributions.
                     If inserted, Qualified Matching Contributions shall not
                     exceed ______% of the Participant's Compensation.

             [ ] (b) such an amount, determined by the Employer, which is needed
                     to meet the ACP Test.

                      ARTICLE VI. PARTICIPANT CONTRIBUTIONS

     PARTICIPANT VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS

     Participant Voluntary Nondeductible Contributions are (select one):

             [ ] (a) permitted.

             [X] (b) not permitted.


                                       18
<PAGE>   19

                              ARTICLE VII. VESTING

A. Employer Contribution Accounts

  (1) A Participant shall have a vested percentage in his or her Profit-Sharing
      Contributions, Matching 401(k) Contributions and/or Matching Thrift
      Contributions, if applicable, in accordance with the following schedule
      (Select one):

<TABLE>
<CAPTION>
MATCHING 401(k)
AND/OR MATCHING         PROFIT-SHARING
THRIFT CONTRIBUTIONS    CONTRIBUTIONS
<S>                     <C>              <C>
      [ ]                   [ ]          (a) 100% vesting immediately upon participation.

      [ ]                   [ ]          (b) 100% after ____ (not more than 5) years of
                                             Vesting Service.

      [X]                   [X]          (c) Graded vesting schedule:

        0%                   20%         after 1 year of Vesting Service;

       20%                   40%         after 2 years of Vesting Service;

       35%                   60%         (not less than 20%) after 3 years of Vesting Service;

       50%                   80%         (not less than 40%) after 4 years of Vesting Service;

       65%                  100%         (not less than 60%) after 5 years of Vesting Service;

       80%                  100%         (not less than 80%) after 6 years of Vesting Service;
</TABLE>

                     100% after 7 years of Vesting Service.



                                       19
<PAGE>   20


      (2) Top Heavy Plan

<TABLE>
<CAPTION>
MATCHING 401(k)
AND/OR MATCHING         PROFIT-SHARING
THRIFT CONTRIBUTIONS    CONTRIBUTIONS
<S>                     <C>              <C>
Vesting Schedule (Select one):

      [ ]                   [ ]          (a) 100% vesting immediately upon participation.

      [ ]                   [ ]          (b) 100% after _____ (not more than 3) years of
                                             Vesting Service.

      [X]                   [X]          (c) Graded vesting schedule:

        0%                   20%         after 1 year of Vesting Service;

       20%                   40%         (not less than 20%) after 2 years of Vesting Service;

       35%                   60%         (not less than 40%) after 3 years of Vesting Service;

       65%                   80%         (not less than 60%) after 4 years of Vesting Service;

       80%                  100%         (not less than 80%) after 5 years of Vesting Service;
</TABLE>

               100% after 6 years of Vesting Service.

Top Heavy Ratio:

    (a) If the adopting Employer maintains or has ever maintained a qualified
        defined benefit plan, for purposes of establishing present value to
        compute the top-heavy ratio, any benefit shall be discounted only for
        mortality and interest based on the following:

              Interest Rate:      8%
              Mortality Table: UP '84

    (b) For purposes of computing the top-heavy ratio, the valuation date shall
        be the last business day of each Plan Year.



                                       20
<PAGE>   21

B. ALLOCATION OF FORFEITURES

      Forfeitures shall be (select one from each applicable column):

<TABLE>
<CAPTION>
MATCHING 401(k)
AND/OR MATCHING          PROFIT-SHARING
THRIFT CONTRIBUTIONS     CONTRIBUTIONS
<S>                      <C>
        [ ]                   [ ] (1) used to reduce Employer contributions for succeeding
                                      Plan Year.
        [X]                   [X] (2) allocated in the succeeding Plan Year in the ratio
                                      which the Compensation of each Participant for the Plan
                                      Year bears to the total Compensation of all Participants
                                      entitled to share in the Contributions. If the Plan is
                                      integrated with Social Security, forfeitures shall be
                                      allocated in accordance with the formula elected by the
                                      Employer.
</TABLE>

C. VESTING SERVICE

For purposes of determining Years of Service for Vesting Service [select (1) or
(2) and/or (3)]:

     [X] (1) All Years of Service shall be included.

     [ ] (2) Years of Service before the Participant attained age 18 shall be
             excluded.

     [ ] (3) Service with the Employer prior to the effective date of the Plan
             shall be excluded.

                ARTICLE VIII. DEFERRAL OF BENEFIT DISTRIBUTIONS,
                        IN-SERVICE WITHDRAWALS AND LOANS

A. DEFERRAL OF BENEFIT DISTRIBUTIONS

<TABLE>
<CAPTION>
    401(k) AND/  PROFIT
    OR THRIFT    SHARING
<S>              <C>
       [ ]         [ ]   If this item is checked, a Participant's vested benefit in his or her
                         Employer Accounts shall be payable as soon as practicable after the
                         earlier of: (1) the date the Participant terminates Employment due to
                         Disability or (2) the end of the Plan Year in which a terminated
                         Participant attains Early Retirement Age, if applicable, or Normal
                         Retirement Age.
</TABLE>


                                       21
<PAGE>   22

B. IN-SERVICE DISTRIBUTIONS

      [X] (1) In-service distributions may be made from any of the
              Participant's vested Accounts, at any time upon or after the
              occurrence of the following events (select all applicable):

              [X] (a) a Participant's attainment of age 59-1/2.
              [X] (b) due to hardships as defined in Section 5.9 of the Plan.

      [ ] (2) In-service distributions are not permitted.

C. LOANS ARE:

<TABLE>
<CAPTION>
401(k) AND/    PROFIT
OR THRIFT      SHARING
<S>            <C>
   [X]           [X] (1) permitted.

   [ ]           [ ] (2) not permitted.
</TABLE>

                             ARTICLE IX. GROUP TRUST

[ ]  If this item is checked, the Employer elects to establish a Group Trust
     consisting of such Plan assets as shall from time to time be transferred to
     the Trustee pursuant to Article X of the Plan. The Trust Fund shall be a
     Group Trust consisting of assets of this Plan plus assets of the following
     plans of the Employer or of an Affiliate: _____________.

                            ARTICLE X. MISCELLANEOUS

A. IDENTIFICATION OF SPONSOR

      The address and telephone number of the Sponsor's authorized
      representative is 800 Scudders Mill Road, Plainsboro, New Jersey 08536;
      (609) 282-2272. This authorized representative can answer inquiries
      regarding the adoption of the Plan, the intended meaning of any Plan
      provisions, and the effect of the opinion letter.

      The Sponsor will inform the adopting Employer of any amendments made to
      the Plan or the discontinuance or abandonment of the Plan.


                                       22
<PAGE>   23

B. PLAN REGISTRATION

    1. Initial Registration

             This Plan must be registered with the Sponsor, Merrill Lynch,
             Pierce, Fenner & Smith Incorporated, in order to be considered a
             Prototype Plan by the Sponsor. Registration is required so that the
             Sponsor is able to provide the Administrator with documents, forms
             and announcements relating to the administration of the Plan and
             with Plan amendments and other documents, all of which relate to
             administering the Plan in accordance with applicable law and
             maintaining compliance of the Plan with the law.

             The Employer must complete and sign the Adoption Agreement. Upon
             receipt of the Adoption Agreement, the Plan will be registered as a
             Prototype Plan of Merrill Lynch, Pierce, Fenner & Smith
             Incorporated. The Adoption Agreement will be countersigned by an
             authorized representative and a copy of the countersigned Adoption
             Agreement will be returned to the Employer.

    2. Registration Renewal

             Annual registration renewal is required in order for the Employer
             to continue to receive any and all necessary updating documents.
             There is an annual registration renewal fee in the amount set forth
             with the initial registration material. The adopting Employer
             authorizes Merrill Lynch, Pierce, Fenner & Smith Incorporated, to
             debit the account established for the Plan for payment of agreed
             upon annual fee; provided, however, if the assets of an account are
             invested solely in Participant-Directed Assets, a notice for this
             annual fee will be sent to the Employer annually. The Sponsor
             reserves the right to change this fee from time to time and will
             provide written notice in advance of any change.

C. PROTOTYPE REPLACEMENT PLAN

      This Adoption Agreement is a replacement prototype plan for the (1)
      Merrill Lynch Special Prototype Defined Contribution Plan and Trust -
      401(k) Plan #03-004 and (2) Merrill Lynch Asset Management, Inc., Special
      Prototype Defined Contribution Plan and Trust - 401(k) Plan Adoption
      Agreement #03-004.

D. RELIANCE

      The adopting Employer may not rely on the opinion letter issued by the
      National Office of the Internal Revenue Service as evidence that this Plan
      is qualified under Code Section 401. In order to obtain reliance, the
      Employer must apply to the appropriate Key District Director of the
      Internal Revenue Service for a determination letter with respect to the
      Plan.


                                       23
<PAGE>   24

                              EMPLOYER'S SIGNATURE

Name of Employer:     THE GOOD GUYS-CALIFORNIA, INC.
                  ----------------------------------------     (X)

         By:   /s/  Robert A. Stoffregen  CFO
            ----------------------------------------------     (X)
                      Authorized Signature

                       Robert A. Stoffregen
            ----------------------------------------------     (X)
                            Print Name

             Vice President, Finance & Chief Fin. Officer      (X)
            ----------------------------------------------
                              Title

DATED:      March 23, 2001,   19         (X)
       ----------------------    ----


TO BE COMPLETED BY MERRILL LYNCH:

SPONSOR ACCEPTANCE:

Subject to the terms and conditions of the Prototype Plan and this Adoption
Agreement, this Adoption Agreement is accepted by Merrill Lynch, Pierce, Fenner
& Smith Incorporated as the Prototype Sponsor.

Authorized
Signature:
           ---------------------------------------------------



                                       24
<PAGE>   25

                              TRUSTEE(S) SIGNATURE

This Trustee Acceptance is to be completed only if the Employer appoints one or
more Trustees and does not appoint a Merrill Lynch Trust Company as Trustee.

The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan. If the Employer has elected a Group Trust
in this Adoption Agreement, the undersigned Trustee(s) shall be the Trustee(s)
of the Group Trust.

                                   AS TRUSTEE:

-------------------------------        ----------------------------------    (X)
          (Signature)                         (print or type name)

-------------------------------        ----------------------------------    (X)
          (Signature)                         (print or type name)

-------------------------------        ----------------------------------    (X)
          (Signature)                         (print or type name)

-------------------------------        ----------------------------------    (X)
          (Signature)                         (print or type name)

-------------------------------        ----------------------------------    (X)
          (Signature)                         (print or type name)

-------------------------------        ----------------------------------    (X)
          (Signature)                         (print or type name)


DATED:                              , 19
       -----------------------------     -----    (X)


                                       25
<PAGE>   26


                  THE MERRILL LYNCH TRUST COMPANIES AS TRUSTEE

This Trustee Acceptance and designation of Investment Committee are to be
completed only when a Merrill Lynch Trust Company is appointed as Trustee.

TO BE COMPLETED BY THE EMPLOYER:

                       DESIGNATION OF INVESTMENT COMMITTEE

The Investment Committee for the Plan is (print or type names):

Name:                  Ronald A. Unkefer, Founder, Chairman & CEO
      --------------------------------------------------------------------------

Name:                  Kenneth R. Weller, President
      --------------------------------------------------------------------------

Name:                  Cathy A. Stauffer, Vice President, Merchandising
      --------------------------------------------------------------------------

Name:                  George J. Hechtman, Vice President, Administration
      --------------------------------------------------------------------------

Name:
      --------------------------------------------------------------------------

Name:
      --------------------------------------------------------------------------

TO BE COMPLETED BY MERRILL LYNCH TRUST COMPANY:

                             ACCEPTANCE BY TRUSTEE:

The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan. If the Employer has elected a Group Trust
in this Adoption Agreement, the undersigned Trustee(s) shall be the Trustee(s)
of the Group Trust.

SEAL                        MERRILL LYNCH TRUST COMPANY [___________________]

                                       By: _________________________________

DATED: ______________, 19___



                                       26
<PAGE>   27

            THE MERRILL LYNCH TRUST COMPANIES AS ONE OF THE TRUSTEES

      This Trustee Acceptance is to be completed only if, in addition to a
      Merrill Lynch Trust Companies as Trustee, the Employer appoints an
      additional Trustee of a second trust fund.

      The undersigned hereby accept all of the terms, conditions, and
      obligations of appointment as Trustee under the Plan. If the Employer has
      elected a Group Trust in this Adoption Agreement, the undersigned
      Trustee(s) shall be the Trustee(s) of the Group Trust.

                                                  AS TRUSTEE

___________________________________          ________________________________
            (Signature)                            (print or type name)

DATED: ___________________, 19___

SEAL                       MERRILL LYNCH TRUST COMPANY [____________________]

                                           By: _______________________________

DATED: ___________________, 19___

DESIGNATION OF INVESTMENT COMMITTEE

The Investment Committee for the Plan is (print or type names):

Name: __________________________________________________________________________

Name: __________________________________________________________________________

Name: __________________________________________________________________________

Name: __________________________________________________________________________



                                       27
<PAGE>   28

                                   ADDENDUM A

   ADDENDUM TO THE GOOD GUYS DEFERRED PAY AND PROFIT-SHARING PLAN PURSUANT TO
                           SECTION 11.2.1 OF THE PLAN

    411(d)(6) PROTECTED BENEFITS ATTACHMENT TO THE GOOD GUYS DEFERRED PAY AND
                               PROFIT-SHARING PLAN

Pursuant to Section 11.2.1(D) of the Base Plan Document #03, any Participant
who was a participant in The Good Guys Profit-Sharing Plan, (the "Profit-Sharing
Plan") shall not have the following "Withdrawal" provision eliminated or altered
as it pertains to participant account balances as of April 30, 2001. Each
Participant who is 100% vested in his or her Profit-Sharing Plan Accounts may
annually withdraw all or a portion of the balances in such Accounts (other than
any portion of his or her Profit-Sharing Plan Accounts attributable to Matching
Contributions).

                                VESTING SCHEDULE

The vesting schedule applicable to contributions and forfeitures under the
Profit-Sharing Plan allocated before the Effective Date of Restatement, as set
out in Addendum B, shall continue in effect for such contribution and
forfeitures, subject to Section 11.2.1(E) of the Base Plan Document #03.


<PAGE>   29


                                   ADDENDUM B

            ADDENDUM TO THE GOOD GUYS DEFERRED PAY AND PROFIT-SHARING

<TABLE>
<CAPTION>
       CONTRIBUTION                                  VESTING SCHEDULE
       ------------                                  ----------------
<S>                                                  <C>
-   Profit-Sharing Contributions and
    Forfeitures allocated for Plan Years ending
    On or before September 30, 1999                       7 years

-   Matching Contributions for the period
    January 1, 1998 to September 30, 1999                 7 years

-   Forfeitures (and Discretionary
    Contributions) allocated for Plan Years
    Beginning on or after October 1, 1999                 5 years
</TABLE>


<TABLE>
<CAPTION>
      7 YEAR SCHEDULE                                5 YEAR SCHEDULE
      ---------------                                ---------------
<S>                   <C>                       <C>                   <C>
0-2 Years             0%                        0-1 Year              0%
2 Years               20%                       1 Year                20%
3 Years               35%                       2 Years               40%
4 Years               50%                       3 Years               60%
5 Years               65%                       4 Years               80%
6 Years               80%                       5 Years               100%
7 Years               100%
</TABLE>