EXHIBIT 10.38

                           ARTESYN TECHNOLOGIES, INC.
                       (formerly Computer Products, Inc.)

                       OUTSIDE DIRECTORS' RETIREMENT PLAN
                           Effective October 17, 1989
                  As Amended January 25, 1994, August 15, 1996,
                      January 29, 1998 and October 28, 1999



                  SECTION 1.  PURPOSE.  The purpose of the Outside  Directors'
     Retirement Plan (the "Plan") is to recognize the valuable services
provided to Artesyn Technologies,  Inc. (formerly Computer Products,  Inc.) (the
"Company") by its non-employee directors and to assist in attracting new members
and  retaining  present  non-employee  members  of the Board of  Directors.  The
payments  hereunder are part of the  consideration  for the services rendered by
such non-employee directors.

                  SECTION 2. ELIGIBILITY. Any presently serving Outside Director
(as  hereinafter  defined)  who has served as of August 15,  1996 and who has or
shall have  continuously  served for at least five years as an Outside Director,
shall be eligible to  participate  in the Plan.  The term "Outside  Director" as
used herein shall mean a director who during at least 5  consecutive  years as a
director  has  not  been  a  full-time  employee  of the  Company  or any of its
subsidiaries as determined for purposes of the Company's employee benefit plans.
In  determining  the years of  continuous  service  of an Outside  Director  for
eligibility under the Plan, years of service as an Outside Director prior to the
Effective Date of the Plan (as hereinafter defined) shall be taken into account.

                  SECTION 3. REMUNERATION.  Each eligible Outside Director shall
receive as an annual retirement benefit ("Retirement Benefit") upon the later of
such Director's retirement as a director or upon his attainment of the age of 70
if not then a director an amount  equal to $24,000  (effective  January 1, 2000)
(plus cost-of-living increases commencing January 1, 1998 through December 31 of
the year preceding his  retirement)  multiplied by a fraction,  the numerator of
which is the number of years the Outside  Director  served in such capacity (but
in no event a number greater than ten) and the  denominator of which is ten. The
Retirement  Benefit  shall be paid in cash at the same  intervals  as the annual
retainer paid to Outside Directors in service at the time the Retirement Benefit
is paid, or, if no annual retainer is being paid, on a quarterly basis.

                  SECTION 4. DURATION.  The  Retirement  Benefit will be paid to
the Outside  Director  for the lesser of the number of years such  Director  has
continuously  served on the Board of  Directors  as an Outside  Director  or his
life.  In the event that the  Outside  Director  dies during the period in which
such  Director  is  entitled  to  receive  the  Retirement  Benefit,  the  final
installment of the Retirement  Benefit shall be payable  through the date of the
death of an Outside Director to such Director's estate or legal representative.

                  SECTION  5.  INSURANCE  OR OTHER  BENEFIT  PLANS.  An  Outside
Director's  rights  under any other  benefit  plan for  members  of the Board of
Directors in effect on the date of the Outside Director's  retirement under this
Plan shall not be affected by the Outside Director's participation in this Plan.

     SECTION  6.  NON-ASSIGNABILITY.  The  rights  and  interests  of an Outside
Director hereunder may not be assigned,  pledged or otherwise
transferred.
                  SECTION 7.  MISCELLANEOUS.  The Company shall not be required
to  establish a reserve to meet its obligations hereunder.

                  SECTION 8.  ADMINISTRATION.  The Plan shall be administered by
the Board of  Directors  or by a Committee  consisting  of three  members of the
Board of Directors  which is appointed by the Board of Directors to perform such
function.

                  SECTION 9. AMENDMENTS.  The Board of Directors may at any time
amend or  terminate  the Plan.  No  amendment  or  termination  shall in any way
adversely  affect the rights and  entitlements of an Outside Director under this
Plan (i) who is serving on the Board of Directors at the time of such  amendment
or  termination  or (ii) who has  retired  from the  Board of  Directors  and is
eligible to receive  benefits  under the Plan, or (iii) who has retired from the
Board of Directors and is receiving  benefits under the Plan, from receiving any
benefits under the Plan after such amendment or termination.

                  SECTION 10.  EFFECTIVE  DATE.  The  effective  date of this
Plan is October 17, 1989  ("Effective Date").

                  SECTION  11.  SUCCESSORS.  The  terms and  obligations  of the
Company  under  this Plan  shall be  binding  upon its  successors  and  assigns
(whether direct or indirect and whether by purchase,  merger,  consolidation  or
otherwise) to all or substantially all of the business or assets of the Company.
Without limiting the foregoing,  the Company and any successor or assignee shall
require any  successor or assignee to expressly  assume the  obligations  of the
Company  under  the Plan in the same  manner  and to the  same  extent  that the
Company would be required to perform if no such  succession  or  assignment  had
taken place.
                  SECTION  12.  APPLICABLE  LAW.  This  Agreement  shall be
governed  by the laws of the  State of Florida  applicable  to  contracts  made
and to be wholly  performed  therein  without  regard to its choice of law
provisions.