EXHIBIT
4(B)
FIRST AMENDMENT TO
THE
AARON RENTS, INC. 2001 STOCK
OPTION AND INCENTIVE AWARD PLAN
THIS AMENDMENT is made as of the
17th day of August, 2004, by Aaron Rents, Inc., a Georgia
corporation (the “Company”).
W I T N E S
S E T H:
WHEREAS, the Company established the
2001 Stock Option and Incentive Award Plan (the “Plan”)
effective March 13, 2001;
WHEREAS, subsequent to the
establishment of the Plan, the Company effected a 3-for-2 partial
stock split in the form of a 50% stock dividend distributed on
August 15, 2003 to shareholders of record as of August 1, 2003 (the
“2003 Stock Split”);
WHEREAS, pursuant to Article 4.3 of
the Plan, the Company adjusted the number of shares authorized
under the Plan from 600,000 to 900,000 to give effect to the 2003
Stock Split;
WHEREAS, Article 13 of the Plan permits the Board of Directors of
the Company to amend the Plan, provided that, the approval of the
shareholders is needed for any amendment that, among other things,
increases the total number of shares which may be granted under the
Plan;
WHEREAS, on April 27, 2004, the
shareholders o