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

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



     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 $12,000  (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.