<PAGE>

                                     COMPUSA INC.
                                 AMENDED AND RESTATED
                        SUPPLEMENTAL BONUS AND RETENTION PLAN

     1.   PURPOSE.   The purpose of this CompUSA Inc. Supplemental Bonus and
Retention Plan (the "Plan") is to provide additional incentive compensation
opportunities for certain officers of CompUSA Inc. (the "Company") and its
affiliates.  The Plan is designed to assist in the attraction, motivation and
retention of superior talent at the officer level and to align the officers'
interests with those of the stockholders by giving the officers the opportunity
to earn cash bonuses based upon appreciation in the market price of the
Company's common stock, par value $.01 per share (the "Stock").

     2.   ADMINISTRATION.   The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company (the "Committee").   Subject
to the provisions of the Plan, the Committee shall have the right and authority,
in its sole and absolute discretion, to: (i) adopt, amend or rescind
administrative and interpretive rules and regulations relating to the Plan,
(ii) construe the Plan, (iii) make all other determinations necessary or
advisable for administering the Plan and (iv) exercise the powers conferred on
the Committee under the Plan.  The Committee may correct any defect or supply
any omission or reconcile any inconsistency in the Plan in the manner and to the
extent it shall deem expedient to carry it into effect, and it shall be the sole
and final judge of such expediency.  The determinations of the Committee on the
matters referred to in this Section 2 shall be final and binding.

     3.   PARTICIPANTS.   Participants in the Plan shall consist of such
officers of the Company as the Committee in its sole discretion may designate
from time to time to receive Bonuses (as hereinafter defined) hereunder.
Nothing in the Plan, including an officer's eligibility for participation in the
Plan, shall confer upon such officer any right with respect to the continuation
of such officer's employment by the Company or an affiliate or interfere in any
way with the right of the Company or an affiliate at any time to terminate such
employment or to increase or decrease the compensation of the officer.

     4.   BONUSES.

     (a)  AWARDS.  Each participant in the Plan shall be entitled to receive, at
the times and under the circumstances provided in this Section 4, a bonus (a
"Bonus") in a maximum amount determined by the Committee, in its discretion.
Such determination shall be made by the Committee on the date the Bonus is
awarded to the participant (the "Award Date").  All Bonuses shall be payable in
cash and shall be subject to the normal rules and regulations regarding
withholding for taxes and other deductions, if any, as may be in effect from
time to time.

     (b)  VESTING AND ELECTIONS.  Each Bonus shall vest with respect to one-half
of the total amount of the Bonus (each such half is referred to herein as a
"Bonus Amount") on each of the first two anniversaries of the Award Date.  A
participant shall have the right to make a written election (an "Election") at
any time during a Window Period, but not after the last day of the Bonus Period

<PAGE>


(as hereinafter defined), to receive a vested Bonus Amount or Bonus Amounts.  A
single Election may relate to one or more of the vested Bonus Amounts, but may
not relate to less than all of a vested Bonus Amount.  The phrase "Window
Period" shall have the same meaning as described under the heading "Trading
Windows" in Addendum I (containing limitations applicable to "Designated
Insiders") to the Company's Statement of Company Policy: Securities Trades By
Company Personnel, as the same may be revised from time to time.  For purposes
of the Plan, a Window Period is any such period all or part of which is during a
Bonus Period.  If on any date during a Bonus Period a vested Bonus Amount would
be payable in full (that is, without reduction pursuant to Section 4(c)) based
on the closing sale price of the Stock on the preceding trading day and the
participant has the right under this Section 4(b) to make an Election on that
date to receive such Bonus Amount, then the participant shall automatically be
deemed to have made such an Election on that date and the Bonus Amount shall
thereafter be paid to him or her pursuant to Section 4(d).

     (c)  AMOUNTS PAYABLE.  Each Bonus Amount shall be subject to reduction in
accordance with a schedule (a "Calculation Schedule") established by the
Committee on the Award Date.  The Calculation Schedule shall be based on the
closing sale price of the Stock on the New York Stock Exchange (or such other
principal stock exchange or stock market on which the Stock may be traded from
time to time) on the last trading day preceding the date on which the
participant makes the Election to receive the Bonus Amount.  The maximum Bonus
Amount shall be payable only if such closing sale price equals or exceeds a
target price (the "Target Price") specified by the Committee, in its discretion,
and a reduced Bonus Amount shall be payable if such closing sale price falls
within lower price ranges specified by the Committee, in its discretion, in the
Calculation Schedule.  Upon payment of a reduced Bonus Amount in accordance
herewith, the amount by which the maximum Bonus Amount exceeds the reduced
amount paid as a result of an Election shall be forfeited by the participant.

     (d)  BONUS PERIODS.  The term of each Bonus (a "Bonus Period") shall be a
period of five years ending at 5:00 p.m., Dallas, Texas time on the day
immediately preceding the fifth anniversary of the Award Date, and the
participant who has been awarded the Bonus may make an Election with respect to
any vested Bonus Amount at any time during such Bonus Period, provided that the
Election is made in a Window Period and otherwise in accordance with the Plan.
Each vested Bonus Amount with respect to which a participant has made a proper
Election, subject to reduction in accordance with Section 4(c), shall be paid to
the participant within 75 days after the date of the Election (whether or not
the date of payment is within a Bonus Period).  If a participant (or his or her
beneficiary, as contemplated in Section 4(e)(i), if applicable) fails to make an
Election with respect to any Bonus Amount prior to the expiration of the Bonus
Period, then an Election with respect to such Bonus Amount shall be deemed to
have been made on the last day of the final Window Period during the Bonus
Period (or on the last day of such Bonus Period, if such day is within a Window
Period).


                                     -2-
<PAGE>


     (e)  TERMINATION OF EMPLOYMENT.

          (i)   If during a Bonus Period a participant's employment with the
     Company and its affiliates terminates due to death, Disability or
     Retirement or is terminated by the Company or an affiliate for any reason
     other than Cause, then the participant (or his or her beneficiary) shall
     have the right to make an Election in the next succeeding Window Period
     (but not after the last day of the Bonus Period) with respect to any Bonus
     Amounts vested on the date of such termination of employment.  An Election
     shall be deemed to have been made on the last day of such Window Period (or
     on the last day of the Bonus Period, if such day is within a Window Period)
     with respect to any such vested Bonus Amounts with respect to which the
     participant (or his or her beneficiary) fails to make such an Election.  If
     there is no Window Period between the date of termination of a
     participant's employment and the end of the Bonus Period, the last sentence
     of Section 4(d) shall apply with respect to such vested Bonus Amounts.  The
     vested Bonus Amounts, subject to reduction in accordance with Section 4(c),
     shall be paid to the participant (or his or her beneficiary) within 75 days
     after such Election is made or deemed to have been made.  The "Disability"
     of a participant shall be deemed to have occurred whenever a participant is
     rendered unable 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 that has lasted or can be expected to last
     for a continuing period of not less than 12 months.  In the case of any
     dispute, the determination of Disability shall be made by a licensed
     physician selected by the Committee, which physician's decision shall be
     final and binding.  "Retirement" means resignation by the participant on or
     after the date on which the participant has served the Company or one or
     more of its affiliates for at least five years in the aggregate.  In the
     event of a participant's death, the beneficiary of the participant under
     the Plan shall be the same as the participant's designated beneficiary
     under the CompSavings Plan for Employees of CompUSA Inc., or in the absence
     of such designation, the persons or entities entitled to receive the assets
     of the participant's estate by will, if applicable, or if not, by the laws
     of descent and distribution.  With respect to the termination of a
     participant's employment, "Cause" shall have the meaning given to that term
     in any employment agreement between the Company and such participant.

          (ii)  If a participant's employment terminates for any reason after an
     Election has been properly made but before payment of the Bonus Amount or
     Bonus Amounts to which such Election relates, the participant shall be
     entitled to receive such Bonus Amount or Bonus Amounts, subject to
     reduction in accordance with Section 4(c), notwithstanding such termination
     of employment.

          (iii) If a participant's employment is terminated by the Company or an
     affiliate for Cause or is terminated by the participant for any reason
     other those specified in Section 4(e)(i), then the participant's right to
     receive any Bonus Amounts under the Plan shall be forfeited immediately
     upon such termination.


                                     -3-
<PAGE>


     (f)  NO LIMITATION ON AMOUNTS.  There is no limit on the amount of Bonuses
that may be awarded or paid under the Plan.

     (g)  CHANGE-IN-CONTROL TERMINATION OF PARTICIPANT.  Upon the occurrence of
a "Triggering Termination" with respect to a participant (as defined in such
participant's employment agreement with the Company), (i) all Bonuses for such
participant shall be immediately vested in full and (ii) such participant shall
automatically be deemed to have made an Election, notwithstanding the Election
and Window Period requirements set forth in this Section 4, as to all Bonuses as
of the date of such Triggering Termination.  Such participant shall be entitled
to payment of the Bonuses at the time and in the manner specified for payment of
"Termination Payments" (as defined in such participant's employment agreement
with the Company); provided that (i) Bonuses hereunder shall not be included in
the participant's "Target Bonus" for purposes of the participant's employment
agreement with the Company and (ii) nothing herein shall cause Bonuses hereunder
to be excluded from the "Payments" (as defined in such employment agreement) for
purposes of calculating the participant's "Gross Up Payment" (as defined in such
employment agreement).  In the event of a Triggering Termination related to a
Change In Control (as defined in a participant's employment agreement) in which
the purchase price paid or proposed to be paid by the acquiring person for each
outstanding share of Stock is less than the Target Price specified in a
participant's Calculation Schedule, the amount payable under the Plan to such
participant as contemplated by this Section 4(g) shall be the amount determined
by reference to the participant's Calculation Schedule but using the per share
amount paid or proposed to be paid by such acquiring person (and not the closing
sale price contemplated by Section 4(c)) as the reference price for such
determination.

     5.   ADJUSTMENTS.   In the event of any change in the outstanding shares of
Stock by reason of any stock dividend or stock split, reverse stock split or
other similar change in the Stock, the target prices and price ranges for the
Stock set forth in the Calculation Schedules contemplated by Section 4(c)
relating to outstanding Bonus awards shall be proportionately adjusted, and the
adjusted prices shall be used for purposes of determining the amount of the
reductions, if any, in the Bonus Amounts that shall be payable to participants.
In the event of any reclassification or change of outstanding shares of the
Stock, or any consolidation or merger of the Company with or into another
company or any sale or conveyance to another company of the property of the
Company as a whole or substantially as a whole, or upon dissolution or
liquidation of the Company, in each case in circumstances in which the
participants' rights to receive Bonuses hereunder are not accelerated as
contemplated by Section 4(g), the Committee shall establish new target prices
and price ranges for the Stock for purposes of the Calculation Schedules
contemplated by Section 4(c) and make such other adjustments with respect to
outstanding Bonus awards as it shall deem appropriate under the circumstances.

     6.   AMENDMENT AND TERMINATION OF THE PLAN.   Subject to the provisions of
the Plan, the Board of Directors shall have the exclusive authority to amend,
modify, suspend or terminate the Plan at any time with or without notice;
provided that no amendment, modification, suspension or termination of the Plan
shall, without the consent of the participant, in any manner adversely affect


                                     -4-
<PAGE>


the rights of any participant with respect to any Bonus that has been awarded
prior to such amendment, modification, suspension or termination.

     7.   EFFECTIVE DATE AND TERM OF THE PLAN.   The Plan shall be effective on
the date of its adoption by the Board of Directors of the Company and shall
remain in effect until terminated by the Board of Directors.

     8.   MISCELLANEOUS.

     (a)  A participant shall not have the right to anticipate, alienate, sell,
transfer, assign, pledge or encumber his or her right to receive Bonuses
hereunder.

     (b)  The Plan is intended to constitute an unfunded plan of incentive
compensation.  No participant shall have any lien on or rights with respect to
any assets of the Company or its affiliates  that are greater than those of a
general creditor by reason of any rights to receive Bonuses hereunder.

     (c)  The adoption of the Plan or any modification or amendment hereof does
not imply any commitment to continue or adopt the same plan, or any modification
hereof, or any other plan for incentive compensation for any succeeding year.

     (d)  The internal laws of the State of Texas (and not the principles
relating to conflicts of laws) shall govern the Plan.

     (e)  The Plan shall be binding upon and inure to the benefit of the
successors and assigns of the Company and its affiliates.

     (f)  Headings and captions are used in the Plan for convenience only and
shall not affect the meaning or interpretation of the Plan or any of its
provisions.


                                     -5-