EXHIBIT 4.6 COST PLUS, INC. DEFERRED COMPENSATION PLAN

EXHIBIT 4.6

COST PLUS, INC.

DEFERRED COMPENSATION PLAN

As amended and restated effective May 21, 2004

TABLE OF CONTENTS

TABLE OF CONTENTS

(Continued)

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COST _[w1] PLUS, INC.

DEFERRED COMPENSATION PLAN

As amended and restated effective May 21, 2004

THE COST PLUS, INC. DEFERRED COMPENSATION PLAN (the “Plan”) is adopted effective October 1, 1997, and amended and restated effective May 21, 2004, by COST PLUS, INC., a California corporation (“Company”), for the purpose of providing a tax-deferred capital accumulation program through the deferral of Salary and Bonuses as well as additional corporate contributions to a select group of management or highly compensated employees of the Company and its subsidiaries. This Plan is intended to be an unfunded, nonqualified deferred compensation plan. Plan participants shall have the status of unsecured creditors of the Company with respect to the payment of Plan benefits.

ARTICLE I

DEFINITIONS

Whenever used herein, the masculine pronoun shall be deemed to include the feminine, and the singular to include the plural, unless the context clearly indicates otherwise, and the following definitions shall govern the Plan:

1.1 “ Accounts ” means the book entry account(s) established under the Plan for each Participant to which are credited Salary Deferrals, Bonus Deferrals, Company Credits, and the Interest with respect thereto. Account balances shall be reduced by any distributions made to the Participant or the Participant’s Beneficiary(ies) therefrom and any charges that may be imposed on such Account pursuant to the terms of the Plan.

1.2 “ Benchmark Fund ” shall mean one or more of the mutual funds or contracts selected by the Committee pursuant to Section 5.3.1.

1.3 “ Beneficiary ” means one, some, or all (as the context shall require) of those persons, trusts or other entities designated by a Participant to receive the undistributed value of his or her Account following the Participant’s death.

1.4 “ Benefit Distribution Election ” means the election, whereby a Participant may elect an optional form of Benefit distribution pursuant to Section 6.5.3, a planned Distribution Date pursuant to Section 6.3 or an early-withdrawal of Benefits pursuant to Section 6.8. Such election shall be made in such manner as may be prescribed by the Committee from time to time.

1.5 “ Benefit(s) ” means the total vested amount credited to a Participant’s Account.

1.6 “ Board of Directors ” or “ Board ” means the Board of Directors of the Company.

1.7 “ Bonus ” shall mean cash amounts, if any, paid under such of the Employer’s bonus plans as may be applicable to a Participant.

1.8 “ Bonus Deferral ” means the amount or percentage of a Participant’s Bonus that the Participant elects to defer pursuant to Article III.

1.9 “ Change of Control ” means (a) the purchase or other acquisition by any person(s) or entity(ies), within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “Act”) or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 under the Act) of thirty percent (30%) or more of the outstanding shares of common stock or the combined voting power of the Employer’s outstanding voting securities; (b) the approval by the Employer’s shareholders of a reorganization, merger or consolidation transaction when after such transaction the Employer’s shareholders own less than fifty percent (50%) of the combined voting power owned before such transaction; (c) a dissolution or liquidation of the Employer; or (d) the sale of all or substantially all of the Employer’s assets.

1.10 “ Code ” means the Internal Revenue Code of 1986, as amended.

1.11 “ Committee ” means the Deferred Compensation Committee composed of five or more (but always an odd number) individuals appointed by the Board, or following a Change of Control, by the Committee, to function as the Plan administrator. The Deferred Compensation Committee shall interpret and administer this Plan and take such other actions as may be specified herein.

1.12 “ Company ” means Cost Plus, Inc., a California corporation, and any successor organization thereto.

1.13 “ Company Credit ” means an amount credited to a Participant’s Account by the Company in its discretion on behalf of a Participant pursuant to Article IV.

1.14 “ Deferral Election ” means the election whereby a Participant elects to make Salary Deferrals and/or Bonus Deferrals to the Plan. Such Deferral Election shall be made in such manner as may be prescribed by the Committee from time to time.

1.15 “ Distribution Date ” means the date on which distribution of a Participant’s Benefits is made or commenced pursuant to Article VI.

1.16 “ Effective Date ” means the date on which the Plan shall be first effective, which is October 1, 1997.

1.17 “ Eligible Employee ” means an employee of the Employer who is designated by the Committee, in its sole discretion, as a member of the select group of management and highly compensated employees who are eligible to participate in the Plan.

1.18 “ Employer ” means the Company or a subsidiary thereof that has adopted this Plan.

1.19 “ Entry Date ” means March 1 of each year.

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1.20 “ Independent Plan Administrator ” means the entity selected by the Committee pursuant to Section 9.5 hereof.

1.21 “ Initial Entry Date ” means October 1, 1997, or, if later, the first day of the month following the date on which an individual is designated as an Eligible Employee who is eligible to participate in the Plan.

1.22 “ Interest ” means the investment return or loss determined in accordance with Article V, which shall be credited to the Participant’s Account.

1.23 “ Interest Rate ” shall have the meaning set forth in Section 5.3.3.

1.24 “ Participant ” means an Eligible Employee who has elected to participate in the Plan by submitting a Deferral Election to the Committee. A Participant shall also mean an Eligible Employee for whom Company Credits are made, regardless of whether such Eligible Employee has submitted a Deferral Election Form.

1.25 “ Plan ” means this Cost Plus, Inc. Deferred Compensation Plan, effective October 1, 1997, as it may be amended from time to time in the future.

1.26 “ Plan Year ” means the 12-month period beginning on March 1 and ending on February 28 of each calendar year, except the first Plan Year shall be the period commencing on the Effective Date and next ending on February 28 thereafter.

1.27 “ Salary ” shall mean the base salary paid by the Employer, but shall not include any other form of compensation, whether taxable or non-taxable, including, but not limited to, Bonuses, commissions, incentive payments, non-monetary awards and other forms of additional compensation.

1.28 “ Salary Deferral ” means the amount or percentage of a Participant’s Salary that the Participant has elected to defer pursuant to Article III.

1.29 “ Total Disability ” means a determination by the Social Security Administration that the Participant is totally and permanently disabled and eligible for Social Security disability benefits or by the insurer under the Company’s long-tern disability insurance policy that the Participant is disabled and eligible for long-term disability benefits under such policy.

1.30 “ Trust ” means the legal entity created by the Trust Agreement.

1.31 “ Trust Agreement ” means that trust agreement entered into in connection with this Plan and any amendments thereto. The Trust Agreement is attached to this Plan as Exhibit A .

1.32 “ Trustee ” means the original Trustees named in the Trust Agreement and any duly appointed successor or successors thereto.

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1.33 “ Year of Service ” means a period of 12 consecutive months during which the Participant is employed by the Employer. Employment commences on the date the Participant first performs an hour of service for the Employer and ends on the date that the Participant quits, retires, is discharged, is determined to be Totally Disabled or dies.

ARTICLE II

ELIGIBILITY

2.1 Eligibility . Eligibility for participation in the Plan shall be limited to key management or highly compensated employees of the Employer who are selected by the Committee, in its sole discretion, to participate in the Plan. Individuals who are in this select group shall be notified as to their eligibility to participate in the Plan.

2.2 Commencement of Participation . An Eligible Employee may begin participation in the Plan upon his Initial Entry Date or any subsequent Entry Date thereafter, subject to making a Deferral Election Form pursuant to Article III. In addition, participation of an Eligible Employee who has not otherwise commenced participation in the Plan, shall commence when a Company Credit is made to the Account of such Eligible Employee pursuant to the provisions of Article IV.

2.3 Cessation of Participation . Active participation in the Plan shall end when a Participant’s employment terminates for any reason. No contributions to the Plan shall be made with respect to Salary or Bonuses paid after such termination date. Upon termination of employment, a Participant shall remain an inactive Participant in the Plan until all of the Benefits to which he or she is entitled under this Plan have been paid in full.

ARTICLE III

DEFERRALS

3.1 Salary Deferrals .

3.1.1 As of the Participant’s Initial Entry Date, the Participant may elect to reduce his or her Salary by the amount or percentage (up to a maximum of 70% of Salary) set forth in a written and signed Deferral Election that is filed with the Committee. Salary Deferrals shall be subject to the limitations of Section 3.3 below. The Salary Deferral shall not be paid to the Participant, but shall be withheld from the Participant’s Salary and an amount equal to the Salary Deferral shall be credited to the Participant’s Account.

3.1.2 Each election to make or cease Salary Deferrals shall apply only to Salary earned after the effective date of such election. Generally, Salary Deferrals shall commence on the first day of the pay period which begins on or after the effective date of the election.

3.1.3 An election to make Salary Deferrals shall be revocable throughout the Plan Year for which it was made. If a Participant revokes his or her election to make Salary Deferrals, no

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further Salary Deferrals shall be made with respect to such Participant until the subsequent Plan Year. Effective as of any subsequent Plan Year, a Participant may modify or terminate an election to make Salary Deferrals by filing a new election for such subsequent Plan Year.

3.1.4 Unless amended to cease or modify Salary Deferrals, the Participant’s Salary Deferral election shall continue in effect until the Participant terminates employment with the Employer.

3.2 Bonus Deferrals .

3.2.1 As of the Participant’s Initial Entry Date, and the first day of each Plan Year thereafter, the Participant may elect to reduce his or her cash Bonus payable with respect to the Plan Year by the amount or percentage (up to a maximum of 100%) set forth in a written and signed Deferral Election Form that is filed with the Committee. Bonus Deferrals shall be subject to the limitation provisions of Section 3.3 below. The Bonus Deferral shall not be paid to the Participant, but shall be withheld from the Participant’s Bonus payments and an amount equal to the Bonus Deferral shall be credited to the Participant’s Account. For purposes of this Section 3.2, a Bonus shall be payable with respect to a Plan Year if it relates to a Plan Year or is calculated based on performance during a Plan Year, regardless of when such Bonus is actually paid.

3.2.2 Notwithstanding any other provision herein to the contrary, a Participant may make a Bonus Deferral election upon his or her Initial Entry Date only if such Initial Entry Date is at least six (6) months prior to the end of the Plan Year in which such Initial Entry Date occurs. Thereafter, a Participant’s election to make Bonus Deferrals for any Plan Year shall be effective only if it is received by the Committee by the February 15 immediately preceding the first day of the Plan Year

3.2.3 An election to make Bonus Deferrals shall be irrevocable throughout the Plan Year for which it was made. A Participant’s Bonus Deferral election shall be valid only for the Bonus, if any, payable with respect to the Plan Year for which it was made. A new Bonus Deferral election must be filed each year.

3.3 Limitations on Deferrals . A Participant’s Salary Deferrals and Bonus Deferrals shall be limited as follows:

3.3.1 A Participant must defer a minimum of $2,500 each Plan Year. This minimum deferral amount may be satisfied by Salary Deferrals, Bonus Deferrals or a combination of both. In the event the total deferral in a Plan Year is less than $2,500, the amount deferred during that Plan Year shall be paid out to the Participant as soon as administratively feasible after the end of the Plan Year.

3.3.2 The Participant’s Salary and/or Bonus Deferral elections shall be reduced by the amount(s), if any, which may be necessary:

3.3.2.1 To satisfy all applicable income and employment tax withholding and FICA contributions;

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3.3.2.2 To satisfy all garnishments or other amounts required to be withheld by applicable law or court order.

3.3.2.3 To satisfy contributions under the Company’s employee stock purchase plan and other welfare benefit plans.

Any salary deferral elections made unde