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                                                         AS AMENDED AND RESTATED
                                                               SEPTEMBER 1, 1999


                                  COMPUSA INC.
                            LONG-TERM INCENTIVE PLAN

                                    ARTICLE I
                                   DEFINITIONS

         As used in this Plan, the following terms will have the following
meanings:

         1.1.     ANNUAL STOCKHOLDERS MEETING has the meaning ascribed to it in
Section 4.2.

         1.2.     AUTOMATIC GRANT DATE has the meanings ascribed to it in
Sections 4.2(a) and 4.2(b), as applicable.

         1.3.     AWARD means a grant of Options under Article IV of the Plan, a
Restricted Stock Award under Article V of the Plan, a Stock Appreciation Rights
Award under Article VI of the Plan, a Performance Share Award under Article VII
of the Plan or a Stock Unit Award under Article VIII of the Plan.

         1.4.     AWARD AGREEMENT means an Option Agreement, Restricted Stock
Agreement, Stock Appreciation Rights Agreement, Performance Share Agreement or
Stock Unit Agreement.

         1.5.     BOARD means the Company's Board of Directors.

         1.6.     CAUSE means an act or acts engaged in by a Participant
involving (i) a felony, (ii) fraud, (iii) embezzlement, (iv) gross or willful
neglect of duty or misconduct, (v) the commission of any act that causes or
reasonably may be expected to cause substantial injury to the Company.

         1.7.     CODE means the federal Internal Revenue Code of 1986, as
amended.

         1.8.     COMMITTEE means a committee comprised of two or more Directors
of the Company, appointed by the Board, the members of which satisfy the
requirements for eligibility set forth in Section 3.1 and which is responsible
for the administration of the Plan; provided that the full Board may at any
time, in its sole discretion, exercise any or all functions and authority of the
Committee.

         1.9.     COMMISSION means the United States Securities and Exchange
Commission.

         1.10.    COMPANY means CompUSA Inc., a Delaware corporation.

         1.11.    DIRECTOR means a member of the Board of Directors of the
Company or of a subsidiary thereof.

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         1.12.    DISABILITY of a Participant will be deemed to occur
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 as to whether or not a Participant is disabled within
the meaning of this Section, the determination of disability will be made by
a licensed physician selected by the Board and acceptable to the Participant,
which physician's decision will be final and binding.

         1.13.    EMPLOYEE means any employee of the Company or of any of its
subsidiaries, as defined under Section 3401(c) of the Code and the
regulations promulgated thereunder.

         1.14.    EMPLOYMENT AGREEMENT means an agreement, if any, between
the Company or any subsidiary thereof and a Participant, setting forth the
terms and conditions of the Participant's employment by the Company or such
subsidiary.

         1.15.    EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.

         1.16.    GRANT DATE means, with respect to an Option, the date on
which an Option is granted, as specified in Section 4.2 or, as applicable, in
Section 4.3.

         1.17.    INCENTIVE OPTION means an Option that by its terms is
intended to be treated as an "incentive stock option" within the meaning of
Section 422 of the Code.

         1.18.    MARKET VALUE means, on any date, the closing price per
share of the Stock on the New York Stock Exchange on such date.

         1.19.    MINIMUM PERFORMANCE GOAL means the minimum objective(s)
established by the Committee that must be satisfied before any portion of a
Performance Share Award is earned. The Minimum Performance Goal may, in the
sole discretion of the Committee, be the same as or less than the Performance
Goal.

         1.20.    NONEMPLOYEE DIRECTOR means a member of the Board who is not
an Employee.

         1.21.    NONSTATUTORY OPTION means any Option that is not an
Incentive Option.

         1.22.    OPTION means an option to purchase Stock granted under the
Plan.

         1.23.    OPTION AGREEMENT means a written agreement between the
Company and a Participant setting forth the terms and conditions of an Option.

         1.24.    OPTION PRICE means the price to be paid by a Participant
for a share of Stock upon exercise of an Option.

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         1.25.    PARTICIPANT means a person to whom an Award has been granted.

         1.26.    PERFORMANCE CYCLE OR CYCLE means a period of years selected by
the Committee during which the performance of the Company and/or the Participant
is measured for the purpose of determining the extent to which Performance
Shares that have been contingently awarded with respect to such Cycle are
earned.

         1.27.    PERFORMANCE GOAL means the objective(s) established by the
Committee at the time each Performance Share Award is granted with respect to
the related Performance Cycle for the purpose of determining the extent to
which Performance Shares that have been contingently awarded for such Cycle
are earned.

         1.28.    PERFORMANCE SHARE OR PERFORMANCE SHARE AWARD means an Award
granted pursuant to Article VII expressed as a share of Stock.

         1.29.    PERFORMANCE SHARE AGREEMENT means a written agreement
between the Company and a Participant setting forth the terms and conditions
of a Performance Share Award.

         1.30.    PLAN means this Long-Term Incentive Plan of the Company, as
amended from time to time.

         1.31.    RESTRICTED STOCK OR RESTRICTED STOCK AWARD means an award
of Stock granted under Article V.

         1.32.    RESTRICTED STOCK AGREEMENT means a written agreement
between the Company and a Participant with respect to a Restricted Stock
Award.

         1.33.    RETIREMENT means resignation by the Participant on or after
the date on which the Participant has served the Company or one or more
subsidiaries thereof for at least five years in the aggregate.

         1.34.    RULE 16b-3 means Rule 16b-3 or its successors promulgated
under the Exchange Act.

         1.35.    SECURITIES ACT means the Securities Act of 1933, as amended.

         1.36.    SECTION 162(m) means Section 162(m) of the Code and the
regulations promulgated thereunder.

         1.37.    STOCK means Common Stock, par value $.01 per share, of the
Company or, in the event the outstanding shares of such stock are hereafter
changed into or exchanged for shares of a different security of the Company
or some other corporation, such other security.

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         1.38.    STOCK APPRECIATION RIGHT OR STOCK APPRECIATION RIGHTS AWARD
means an Award granted under Article VI.

         1.39.    STOCK APPRECIATION RIGHTS AGREEMENT means an agreement
between the Company and a Participant setting forth the terms and conditions
of a Stock Appreciation Rights Award.

         1.40.    STOCK UNIT OR STOCK UNIT AWARD means an award of Stock or
units granted under Article VIII.

         1.41.    STOCK UNIT AGREEMENT means a written agreement between the
Company and a Participant setting forth the terms and conditions of a Stock
Unit Award.

         1.42.    TEN PERCENT OWNER means a person who owns, or is deemed
within the meaning of Section 422(b)(6) of the Code to own, stock possessing
more than 10% of the total combined voting power of all classes of stock of
the Company (or its parent or subsidiary corporations, within the meaning of
Sections 424(e) and 424(f) of the Code). Whether a person is a Ten Percent
Owner will be determined with respect to each Option based on the facts
existing immediately prior to the Grant Date of such Option.

         1.43.    VESTING YEAR for any portion of any Incentive Option means
the calendar year in which that portion of the Option first becomes
exercisable.

                                   ARTICLE II
                                    GENERAL

         2.1.     PURPOSE. This Plan is intended to encourage ownership of
Stock by Participants and to provide additional incentives for them to
promote the success of the Company's business. The Company intends that
Incentive Options granted under Article IV will qualify as "incentive stock
options" within the meaning of Section 422 of the Code.

         2.2.     TERM OF THE PLAN. Awards may be granted not later than
August 31, 2009.

         2.3.     STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Section 9.2 and subject to any additional restrictions elsewhere in the Plan,
the maximum aggregate number of shares of Stock that may be issued from time
to time on or after September 1, 1999 pursuant to the Plan may not exceed the
total of (a) 16,416,699 shares plus (b) a number of shares equal to the
number of shares of Restricted Stock outstanding under the Plan as of
September 1, 1999 that are forfeited and returned to the Company at any time
on or after September 1, 1999. The maximum aggregate number of shares of
Stock with respect to which Awards may be granted to any Participant during
the term of the Plan may not exceed 50% of the total number of shares of
Stock that may be issued from time to time under the Plan. Shares to be
issued pursuant to Awards may be either authorized but unissued shares or
shares held by the Company in its treasury. If shares of Stock are reacquired
by the Company pursuant to the provisions of the Plan or if Options expire or
terminate for any

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reason without having been exercised in full, the reacquired shares and/or
the shares not purchased will again be available for issuance under the Plan
to the extent permitted by law.

         2.4.     ELIGIBILITY. Any full-time or part-time Employee, Director,
consultant or advisor of one or more of the Company or any subsidiary thereof
will be eligible to be a Participant; provided that Incentive Options may be
granted only to Employees.

         2.5.     ACCELERATION IN CERTAIN EVENTS. The Committee may
accelerate the exercisability of any Option or Stock Appreciation Right or
waive any restrictions and/or Performance Goals with respect to shares of
Restricted Stock, Performance Shares or Stock Units in whole or in part at
any time. In addition, notwithstanding the provisions of any Award Agreement,
the following provisions will apply:

                  (a) MERGERS AND REORGANIZATIONS. In the event the Company or
         its stockholders enter into an agreement to dispose of all or
         substantially all of the assets of the Company by means of a sale,
         merger or other reorganization, liquidation or otherwise in a
         transaction in which the Company is not the surviving corporation, any
         Option or Stock Appreciation Right will become immediately exercisable
         with respect to the full number of shares subject to that Option or
         Stock Appreciation Right and all restrictions and/or Performance Goals
         will be deemed lapsed, waived and/or satisfied (as applicable) with
         respect to any Restricted Stock Award, Performance Share Award or Stock
         Unit Award; provided that no Option or Stock Appreciation Right will be
         immediately exercisable and no restrictions or Performance Goals will
         be deemed lapsed, waived and/or satisfied with respect to a Restricted
         Stock Award, Performance Share Award or Stock Unit Award under this
         Section 2.5 on account of any agreement of merger or other
         reorganization when the stockholders of the Company immediately before
         the consummation of the transaction will own at least 50% of the total
         combined voting power of all classes of stock entitled to vote of the
         surviving entity immediately after the consummation of the transaction.

                  (b) CHANGE IN CONTROL. All Options and Stock Appreciation
         Rights will become immediately exercisable and all restrictions and/or
         Performance Goals related to any Restricted Stock Award, Performance
         Share Award or Stock Unit Award will be deemed lapsed, waived and/or
         satisfied (as applicable) in the event any Person (other than a Person
         meeting the requirements of clauses (i) and (ii) of Rule 13d-1(b)(1)
         or its successors promulgated under the Exchange Act) meets the
         requirements for becoming an Acquiring Person, whether or not a
         Distribution Date occurs or the Rights are redeemed by the Company, as
         those terms are defined in the Rights Agreement dated as of April 29,
         1994 between the Company and Bank One, Texas, N.A., as Rights Agent
         (American Stock Transfer & Trust Company became successor Rights Agent
         August 19, 1996).

         2.6.     RESTRICTIONS ON ISSUANCE OF SHARES. Notwithstanding any other
provision of the Plan, if at any time in the reasonable opinion of the Company
the issuance of shares of Stock pursuant to an Award may constitute a violation
of law, then the Company may delay such issuance

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and the delivery of a certificate for such shares of Stock until (i) approval
has been obtained from such governmental agencies, other than the Commission,
as may be required under any applicable law, rule or regulation and (ii) in
the case where such issuance would constitute a violation of a law
administered by or a regulation of the Commission, one of the following
conditions has been satisfied:

                  (a) the issuance of shares of Stock is effectively registered
         under the Securities Act; or

                  (b) a no-action letter in form and substance reasonably
         satisfactory to the Company with respect to the issuance of such shares
         has been obtained by the Company from the staff of the Commission.

The Company will make all reasonable efforts to bring about the occurrence of
such events.

         2.7.     PURCHASE FOR INVESTMENT; SUBSEQUENT REGISTRATION.

                  (a) Unless the issuance of shares of Stock to be issued
         pursuant to an Award has been effectively registered under the
         Securities Act, the Company will be under no obligation to issue any
         shares of Stock pursuant to an Award unless the Participant gives a
         written representation to the Company that is satisfactory in form and
         substance to its counsel and upon which the Company may reasonably
         rely, that he is acquiring the shares of Stock issued pursuant to such
         Award as an investment and not with a view to, or for sale in
         connection with, the distribution of any such shares of Stock.

                  (b) If required in the opinion of counsel, each certificate
         representing shares of Stock issued pursuant to an Award will bear a
         reference to the investment representation made in accordance with this
         Section 2.7 and to the fact that no registration statement has been
         filed with the Commission in respect of the issuance of such shares of
         Stock.

                  (c) If the Company deems it necessary or desirable to register
         under the Securities Act or other applicable statutes the issuance of
         any shares of Stock with respect to which an Award has been granted, or
         to qualify the issuance of any such shares for exemption from the
         Securities Act or other applicable statutes, then the Company will take
         such action at its own expense. The Company may require from each
         Participant such information in writing for use in any registration
         statement, prospectus, preliminary prospectus or offering circular as
         is reasonably necessary for such purpose and may require reasonable
         indemnity to the Company and its Directors and officers from such
         holder against all losses, claims, damages and liabilities arising from
         such use of the information so furnished and caused by any untrue
         statement of any material fact therein or caused by the omission to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading in the light of the
         circumstances under which they were made.

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         2.8.     WITHHOLDING; NOTICE OF DISPOSITION OF STOCK PRIOR TO
EXPIRATION OF SPECIFIED HOLDING PERIOD.

                  (a) Whenever shares of Stock are to be issued pursuant to an
         Award, the Company will have the right to require the Participant to
         remit to the Company an amount sufficient to satisfy federal, state,
         local or other withholding tax requirements (whether so required to
         secure for the Company an otherwise available tax deduction or
         otherwise) prior to the delivery of any certificate or certificates for
         such shares of Stock.

                  (b) When a Participant is required to pay to the Company an
         amount required to be withheld under applicable income tax laws in
         connection with an Award, such payment may be made, in whole or in
         part, (i) in cash, (ii) by check, (iii) if permitted by the Committee,
         by delivery to the Company of shares of Stock already owned by the
         Participant having a Market Value on the date on which the amount of
         tax to be withheld is determined (the "Tax Date") equal to the amount
         required to be withheld, (iv) with respect to Options, through the
         withholding by the Company ("Company Withholding") of a portion of the
         shares of Stock acquired upon the exercise of the Options, or (v) in
         any other form of valid consideration, as permitted by the Committee in
         its sole discretion.

                  (c) The Company may require as a condition to the issuance of
         shares of Stock upon exercise of an Incentive Option that the party
         exercising such Option give a written representation to the Company,
         which is satisfactory in form and substance to its counsel and upon
         which the Company may reasonably rely, that he will report to the
         Company any disposition of such shares prior to the expiration of the
         holding periods specified by Section 422(a)(1) of the Code. If and to
         the extent that the realization of income in such a disposition imposes
         upon the Company federal, state, local or other withholding tax
         requirements, or any such withholding is required to secure for the
         Company an otherwise available tax deduction, the Company will have the
         right to require that the recipient remit to the Company an amount
         sufficient to satisfy those requirements; and the Company may require
         as a condition to the issuance of shares of Stock upon exercise of an
         Incentive Option that the party exercising such option agree, in
         writing in a form satisfactory to the Company, to make such a
         remittance.

         2.9.     RESERVATION OF STOCK. The Company must at all times during the
term of the Plan reserve or otherwise keep available such number of shares of
Stock as will be sufficient to satisfy the requirements of the Plan and will pay
all fees and expenses necessarily incurred by the Company in connection
therewith.

         2.10.    NO SPECIAL EMPLOYMENT OR OTHER RIGHTS. Nothing contained in
the Plan or in any Award will confer upon any Participant any right with respect
to the continuation of his employment or service with the Company (or any
subsidiary), or interfere in any way with the right of the Company (or any
subsidiary), subject to the terms of any separate employment or consulting
agreement or provision of law or certificate of incorporation or bylaws to the
contrary, at any time

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to terminate such employment or consulting agreement or to increase or
decrease the compensation of the Participant from the rate in existence at
the time of the grant of an Award.

                                   ARTICLE III
                                 ADMINISTRATION

         3.1.     ADMINISTRATION. Subject to the provisions of the Plan, the
Plan will be administered by the Committee. Each member of the Committee must
qualify as a "Non-Employee Director" within the meaning of Rule 16b-3. In
addition, with respect to any Award that the Company intends to qualify for
the exception for qualified performance-based compensation set forth in
Section 162(m), such Award must be granted solely by "outside directors"
within the meaning of such section. The Committee will have sole discretion
and authority to determine from time to time the Participants to whom Awards
will be granted and the number of shares of Stock subject to each Award, to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine and interpret the terms and provisions of each
Award Agreement or waive any conditions, restrictions and/ or Performance
Goals applicable to any Option or Stock Appreciation Right (or the exercise
thereof) or to any shares of Restricted Stock, Performance Shares or Stock
Units, and to make all other determinations necessary or advisable for the
administration of the Plan. In making such determinations, the Committee may
take into account the nature of the services rendered by the respective
Participants, their present and potential contributions to the success of the
Company and its subsidiaries, and such other factors as the Committee in its
sole discretion deems relevant. The Committee's determinations on the matters
referred to in this Section 3.1 will be conclusive.

                                   ARTICLE IV
                                     OPTIONS

         4.1      GRANT OF OPTIONS. The Committee may, in its sole
discretion, grant Options in accordance with the terms and conditions set
forth in the Plan. Each Option Agreement may contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as are
determined by the Committee in its sole discretion.

         4.2.     AUTOMATIC GRANTS OF OPTIONS TO NONEMPLOYEE DIRECTORS.

                  (a) DIRECTORS ELECTED OR RE-ELECTED AT ANNUAL STOCKHOLDERS
         MEETING. Each Nonemployee Director who is elected or re-elected to the
         Board at an annual stockholders meeting or special meeting in lieu of
         an annual meeting (an "Annual Stockholders Meeting"), or continues to
         serve as a Nonemployee Director after such Annual Stockholders Meeting,
         is hereby granted, on the date of such meeting (as used in or with
         reference to this Section 4.2(a), an "Automatic Grant Date"), a
         Nonstatutory Option to purchase that whole number of shares (without
         any fraction) of Stock calculated by dividing $50,000 by the Market
         Value on the Automatic Grant Date. Each Option granted to a Participant
         under this Section 4.2(a) will (i) have an Option Price equal to 100%
         of the Market Value of the Stock on the Automatic Grant Date, (ii)
         terminate on the tenth anniversary of the Automatic Grant

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         Date and (iii) become exercisable in three equal installments as
         follows: 33 1/3% on the first anniversary of the Automatic Grant
         Date, an additional 33 1/3% on the second anniversary of the
         Automatic Grant Date, and an additional 33 1/3% on the third
         anniversary of the Automatic Grant Date.

                  (b) DIRECTORS ELECTED AT OTHER TIMES. Each Nonemployee
         Director who is elected to the Board on a date other than the day of an
         Annual Stockholders Meeting (as used in or with reference to this
         Section 4.2(b), an "Automatic Grant Date") is hereby granted, on the
         Automatic Grant Date, an Option to purchase the number of shares of
         Stock set forth below, which Option will become exercisable if the
         Participant remains a Nonemployee Director as set forth below:

                        (1) If such individual is elected after the day of an
                  Annual Stockholders Meeting but on or before December 31, he
                  is hereby granted an Option to purchase that whole number of
                  shares (without any fraction) of Stock calculated by dividing
                  $37,500 by the Market Value on the Automatic Grant Date, which
                  Option will become exercisable in three equal installments as
                  follows: 33 1/3% on the first anniversary of the Automatic
                  Grant Date, an additional 33 1/3% on the second anniversary of
                  the Automatic Grant Date, and an additional 33 1/3% on the
                  third anniversary of the Automatic Grant Date.

                        (2) If such individual is elected on or after January 1
                  but on or before March 31, he is hereby granted an Option to
                  purchase that whole number of shares (without any fraction) of
                  Stock calculated by dividing $25,000 by the Market Value on
                  the Automatic Grant Date, which Option will become exercisable
                  in three equal installments as follows: 33 1/3% on the first
                  anniversary of the Automatic Grant Date, an additional 33 1/3%
                  on the second anniversary of the Automatic Grant Date, and an
                  additional 33 1/3% on the third anniversary of the Automatic
                  Grant Date.

                        (3) If such individual is elected on or after April 1
                  but on or before June 30, he is hereby granted an Option to
                  purchase that whole number of shares (without any fraction) of
                  Stock calculated by dividing $12,500 by the Market Value on
                  the Automatic Grant Date, which Option will become exercisable
                  in three equal installments as follows: 33 1/3% on the first
                  anniversary of the Automatic Grant Date, an additional 33 1/3%
                  on the second anniversary of the Automatic Grant Date, and an
                  additional 33 1/3% on the third anniversary of the Automatic
                  Grant Date.

Each Option granted to a Nonemployee Director under Section 4.2(b) will have an
Option Price equal to 100% of the Market Value on the Automatic Grant Date and
will terminate on the tenth anniversary of the Automatic Grant Date.

         4.3.     TIME OF GRANTING OPTIONS. Except as provided in Sections
4.2(a) and 4.2(b), the granting of an Option will take place at the time
specified in the Option Agreement.

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         4.4.     OPTION PRICE. The Option Price under each Incentive Option may
not be less than 100% of the Market Value on the Grant Date, or less than 110%
of the Market Value on the Grant Date if the Participant is a Ten Percent Owner.
The Option Price under each Nonstatutory Option will not be so limited solely by
reason of this Section 4.4.

         4.5.     OPTION PERIOD. No Incentive Option may be exercised later than
the tenth anniversary of the Grant Date, or, if the Participant is a Ten Percent
Owner, not later than the fifth anniversary of the Grant Date. The option period
under each Nonstatutory Option will not be so limited solely by reason of this
Section 4.5. Options may become exercisable in such installments, cumulative or
noncumulative, as the Committee may determine.

         4.6.     LIMIT ON INCENTIVE OPTION CHARACTERIZATION. To the extent any
Option fails to qualify as an Incentive Option, such Option will be considered a
Nonstatutory Option.

         4.7.     EXERCISE OF OPTIONS.

                  (a) METHOD OF EXERCISE. Each Option will be exercisable in
         accordance with the terms of the Option Agreement pursuant to which the
         Option was granted. No Option may be exercised for a fraction of a
         share of Stock.

                  (b) PAYMENT OF PURCHASE PRICE. The purchase price of any
         shares of Stock purchased must be paid at the time of exercise of the
         Option either (i) in cash, (ii) by certified or cashier's check, (iii)
         by shares of Stock, if permitted by the Committee, (iv) if then
         permitted under the laws of the State of Delaware and approved by the
         Committee, by a promissory note for the total purchase price of the
         shares of Stock being purchased, which note will contain such terms and
         provisions as the Committee may approve, including without limitation
         the right to repay the note partially or wholly with Stock, (v) by
         delivery of a copy of irrevocable instructions from the Participant to
         a broker or dealer, reasonably acceptable to the Company, to sell
         certain of the shares of Stock purchased upon exercise of the Option or
         to pledge them as collateral for a loan and promptly deliver to the
         Company the amount of sale or loan proceeds necessary to pay such
         purchase price or (vi) in any other form of valid consideration, as
         permitted by the Committee in its sole discretion. If any portion of
         the purchase price or a note given at the time of exercise is paid in
         shares of Stock, those shares will be valued at the then Market Value.

         4.8.     TERMINATION OF EMPLOYMENT OR ASSOCIATION WITH THE COMPANY.

                  (a) TERMINATION OF EMPLOYMENT WITH THE COMPANY. If a
         Participant ceases to be employed by the Company or any subsidiary
         thereof because the Participant is terminated for Cause, any Options
         held by that Participant will automatically expire. If a Participant's
         employment is terminated for any reason other than for Cause or due to
         death, such Participant's Option will be exercisable (to the extent
         exercisable on the date of termination of the Participant's employment
         or, if the Committee, in its sole discretion, has accelerated

                                     -10-

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         the vesting of such Option, to the extent exercisable following such
         acceleration) at any time within 30 days after he ceases to be an
         Employee (or within (i) three months after termination if on account of
         Retirement or (ii) 12 months after termination if on account of
         Disability), unless by its terms it expires earlier or unless, with
         respect to any Nonstatutory Option, the Committee agrees, in its sole
         discretion, to extend the term of such Option; provided that the term
         of any such Option will not be extended beyond its original term. If a
         Participant dies while employed by the Company or any subsidiary
         thereof, or within three months after ceasing to be an Employee, such
         Participant's Option will be exercisable (to the extent exercisable on
         the date of death, or, if the Committee, in its sole discretion, has
         accelerated the vesting of such Option, to the extent exercisable
         following such acceleration) at any time within 12 months after the
         date of death, unless by its terms it expires earlier or unless, with
         respect to any Nonstatutory Option, the Committee agrees, in its sole
         discretion, to extend the term of such Option; provided that the term
         of any such Option will not be extended beyond its original term.
         Military or sick leave will not be deemed a termination of employment,
         provided that it does not exceed the longer of three months or the
         period during which the absent Participant's reemployment rights, if
         any, are guaranteed by statute or by contract. The foregoing is
         qualified by the following: (i) if any facts that would constitute
         Cause for termination of employment of a Participant are brought to the
         attention of the Committee after the Participant's employment with the
         Company or any subsidiary thereof has ended, any Options then held by
         the Participant may be immediately terminated by the Committee and (ii)
         if a Participant is an Employee employed pursuant to a written
         Employment Agreement, the Participant's employment with the Company
         will be deemed terminated for "cause" for purposes of the Plan only if
         the Participant's employment is considered under the circumstances to
         have been terminated for cause for purposes of such agreement.

                  (b) TERMINATION OF ASSOCIATION WITH THE COMPANY. If (i) a
         Nonemployee Director is removed for Cause or (ii) a consultant or
         advisor or other Participant who is not an Employee has his
         relationship with the Company terminated for Cause, any Options held by
         any such Participant will automatically expire. In all other cases, any
         Options held by such a Participant, to the extent exercisable on the
         date of termination of the Participant's association with the Company,
         will remain exercisable and will expire in accordance with the terms of
         the applicable Option Agreement; provided that (i) if any facts that
         would constitute cause for removal or termination of a Participant who
         is a Nonemployee Director, consultant or advisor or other person who is
         not an Employee are brought to the attention of the Committee after
         such Participant's association with the Company has ended, any Options
         held by such Participant may be immediately terminated by the
         Committee, and (ii) if such Participant has been retained pursuant to a
         written agreement, the Participant's relationship with the Company will
         be deemed terminated for "cause" for purposes of the Plan only if the
         Participant's association with the Company is considered under the
         circumstances to have been terminated for cause for purposes of such
         written agreement.

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         4.9.     TRANSFERABILITY OF OPTIONS.

                  (a) INCENTIVE OPTIONS. Incentive Options may not be
         transferred or assigned other than by will or the laws of descent and
         distribution and may be exercised during the lifetime of the
         Participant only by the Participant or by the Participant's legally
         authorized representative, and each Option Agreement in respect of an
         Incentive Option will so provide. The designation by a Participant of a
         beneficiary will not constitute a transfer of the Option.

                  (b) NONSTATUTORY OPTIONS. With respect to Nonstatutory
         Options, the Committee may, in its sole discretion, provide in any
         Option Agreement (or in an amendment to any existing Option Agreement)
         such provisions regarding transferability of the Nonstatutory Options
         as the Committee, in its sole discretion, deems appropriate.

         4.10.    LIMITATION OF RIGHTS IN STOCK. A Participant will not be
deemed for any purpose to be a stockholder of the Company with respect to any
of the shares of Stock covered by an Option, except to the extent the Option
has been exercised with respect thereto and, in addition, a certificate has
been issued therefor and delivered to the Participant or his agent. Any Stock
issued pursuant to the Option will be subject to all restrictions upon the
transfer thereof that may be now or hereafter imposed by the Certificate of
Incorporation of the Company (as amended or restated from time to time), the
Bylaws of the Company (as amended or restated from time to time) and any
applicable Employment Agreement.

         4.11.    OPTION REPRICINGS PROHIBITED. Notwithstanding any other
provision of the Plan, neither the Board nor the Committee shall, except as
provided under Section 9.2, (a) amend or modify any Options previously granted
under the Plan to reduce the Option Price of such Options or (b) cancel any
Options previously granted under the Plan in connection with the grant to the
holders of such Options of new Options under the Plan at a lower Option Price.

                                    ARTICLE V
                                RESTRICTED STOCK

         5.1      GRANT OF RESTRICTED STOCK AWARDS. The Committee may, in its
sole discretion, grant Restricted Stock Awards in accordance with the terms and
conditions set forth in the Plan. Each Restricted Stock Agreement may contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as are determined by the Committee in its sole discretion.

         5.2.     TERMS AND CONDITIONS. Each Restricted Stock Award confers upon
the recipient thereof the right to receive a specified number of shares of Stock
in accordance with the terms and conditions of each Participant's Restricted
Stock Agreement. The general terms and conditions of a Restricted Stock Award
will be as follows:

                  (a) Any shares of Stock awarded hereunder to a Participant
         will be restricted for a period of time to be determined by the
         Committee for each Participant at the time of the

                                     -12-

<PAGE>

         Award, which period shall be not more than ten years. The restrictions
         will prohibit the sale, assignment, transfer, pledge or other
         encumbrance of such shares, and will provide for possible reversion
         thereof to the Company in accordance with subparagraph (b) during the
         period of restriction.

                  (b) All Restricted Stock awarded under this Plan to a
         Participant will be forfeited and returned to the Company in the event
         the Participant's employment or service with the Company or a
         subsidiary thereof is terminated prior to the expiration of the period
         of restriction, unless the Participant's termination of employment or
         service is due to his death, Disability or Retirement or unless the
         Committee, in its sole discretion, waives the restrictions established
         in accordance with subparagraph (a) with respect to any or all of
         the shares of Restricted Stock.

                  (c) In the event of a Participant's death or Disability, the
         restrictions established in accordance with subparagraph (a) will lapse
         with respect to all Restricted Stock awarded to the Participant prior
         to any such event, and the shares of Stock involved will cease to be
         Restricted Stock and will no longer be subject to forfeiture to the
         Company pursuant to subparagraph (b).

                  (d) In the event of a Participant's Retirement, the
         restrictions established in accordance with subparagraph (a) will
         continue to apply unless the Committee in its sole discretion shortens
         the restriction period.

                  (e) Stock certificates issued with respect to Restricted Stock
         Awards will be registered in the name of the Participant, but will be
         delivered by him to the Company together with a stock power endorsed in
         blank. Each such certificate will bear the following legend:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
                  SUBJECT TO FORFEITURE, RESTRICTIONS ON TRANSFER AND
                  CERTAIN OTHER TERMS AND CONDITIONS SET FORTH IN THE
                  COMPUSA INC. LONG-TERM INCENTIVE PLAN AND THE
                  AGREEMENT BETWEEN THE REGISTERED OWNER OF THE
                  SHARES REPRESENTED BY THIS CERTIFICATE AND COMPUSA
                  INC. ENTERED INTO PURSUANT TO SUCH PLAN."

                  From the time of grant of the Restricted Stock Award, the
         Participant will be entitled to exercise all rights (including dividend
         and voting rights) with respect to the shares represented by such
         certificate, subject to forfeiture of such voting rights and the Stock
         as provided in subparagraph (b).

                  (f) Upon the lapse of a restriction period as determined
         pursuant to subparagraph (a), the Company will return the stock
         certificates representing the shares with respect to

                                     -13-

<PAGE>

         which the restriction has lapsed to the Participant or his legal
         representative, and pursuant to the instruction of the Participant
         or his legal representative will issue a certificate for such shares
         that does not bear the legend set forth in subparagraph (e).

                  (g) Any other securities or assets (other than ordinary cash
         dividends) that are received by a Participant with respect to
         Restricted Stock awarded to him, which is still subject to restrictions
         established in accordance with subparagraph (a), will be subject to the
         same restrictions and will be delivered by the Participant to the
         Company as provided in subparagraph (e).

         5.3. NOTICE TO COMPANY OF SECTION 83(b) ELECTION. Any Participant who
exercises an election under Section 83(b) of the Code to have his receipt of
Shares of Restricted Stock taxed currently, without regard to restrictions, must
give notice to the Company of such election immediately upon making such
election. Such an election must be made within 30 days after the effective date
of issuance and cannot be revoked except with the consent of the Internal
Revenue Service.

                                   ARTICLE VI
                            STOCK APPRECIATION RIGHTS

         6.1.     GRANT OF STOCK APPRECIATION RIGHTS. The Committee may, in its
sole discretion, grant Stock Appreciation Rights in accordance with the terms
and conditions set forth in the Plan. Each Stock Appreciation Rights Agreement
may contain such additional terms and conditions, not inconsistent with the
terms of the Plan, as are determined by the Committee in its sole discretion.

         6.2.     TERMS AND CONDITIONS. A Stock Appreciation Right will entitle
a Participant to receive an amount equal to (or if the Committee shall so
determine at the time of grant, less than) the excess of the Market Value on the
date of exercise over the Market Value on the date of grant of such right (or
such other price as is set by the Committee), multiplied by the number of shares
of Stock with respect to which the Stock Appreciation Right shall have been
exercised.

         6.3.     FORM OF GRANT. A Stock Appreciation Right may be granted in
combination with, in addition to, or completely independent of, an Option or any
other Award.

         6.4.     FORM OF PAYMENT. Settlement of a Stock Appreciation Right may
be made (i) in cash, (ii) by certified or cashier's check, (iii) if permitted by
the Committee, in shares of Stock or (iv) in any other form of valid
consideration, as determined by the Committee in its sole discretion. However,
any Stock Appreciation Right exercised upon or subsequent to the occurrence of
an event described in Sections 2.5(a) or 2.5(b) must be paid in cash.

         6.5.     EXERCISE OF STOCK APPRECIATION RIGHTS; EFFECTS ON OPTIONS AND
VICE-VERSA. Each Stock Appreciation Right will be exercisable in accordance with
the terms of the Stock Appreciation Rights Agreement pursuant to which the Stock
Appreciation Right is granted. Whenever a Stock

                                     -14-

<PAGE>

Appreciation Right is granted in relation to an Option and the exercise of
one affects the right to exercise the other, the number of shares of Stock
available under the Option to which the Stock Appreciation Right relates will
decrease by a number equal to the number of shares of Stock for which the
Stock Appreciation Right is exercised. Upon the exercise of an Option, any
related Stock Appreciation Right will terminate as to any number of shares of
Stock subject to such Stock Appreciation Right that exceeds the total number
of shares of Stock for which the Option remains unexercised.

         6.6.     TRANSFERABILITY OF STOCK APPRECIATION RIGHTS. Subject to
Section 6.8, the Committee may, in its sole discretion, provide in any Stock
Appreciation Rights Agreement (or in an amendment to any existing Stock
Appreciation Rights Agreement) such provisions regarding transferability of the
Stock Appreciation Rights as the Committee, in its sole discretion, deems
appropriate.

         6.7.     TERMINATION OF EMPLOYMENT OR SERVICE. Whenever a Stock
Appreciation Right is granted in relation to an Option and the exercise of one
affects the right to exercise the other, in the event of the termination of the
Participant's employment or service with the Company, the Stock Appreciation
Right may be exercised only during the period, if any, within which the Option
to which it relates may be exercised. If a Stock Appreciation Right is granted
independently of an Option under the Plan, the following provisions will apply:

                  (a) TERMINATION OF EMPLOYMENT WITH THE COMPANY. If a
         Participant ceases to be employed by the Company or any subsidiary
         thereof because the Participant is terminated for Cause, any Stock
         Appreciation Rights held by that Participant will automatically expire.
         If a Participant's employment is terminated for any reason other than
         Cause or due to death, such Participant's Stock Appreciation Right will
         be exercisable (to the extent exercisable on the date of termination of
         the Participant's employment or, if the Committee, in its sole
         discretion, has accelerated the vesting of such Stock Appreciation
         Right, to the extent exercisable following such acceleration) at any
         time within 30 days after he ceases to be an Employee (or within (i)
         three months after termination if on account of Retirement or (ii) 12
         months after termination if on account of Disability), unless by its
         terms it expires earlier or unless the Committee agrees, in its sole
         discretion, to extend the term of such Stock Appreciation Right;
         provided that the term of any such Stock Appreciation Right will not be
         extended beyond its original term. If a Participant dies while employed
         by the Company or any subsidiary thereof, or within three months after
         ceasing to be an Employee, such Participant's Stock Appreciation Right
         will be exercisable (to the extent exercisable on the date of death,
         or, if the Committee, in its sole discretion, has accelerated the
         vesting of such Stock Appreciation Right, to the extent exercisable
         following such acceleration) at any time within 12 months after the
         date of death, unless by its terms it expires earlier or unless the
         Committee agrees, in its sole discretion, to extend the term of such
         Stock Appreciation Right; provided that the term of any such Stock
         Appreciation Right will not be extended beyond its original term.
         Military or sick leave will not be deemed a termination of employment,
         provided that it does not exceed the longer of three months or the
         period during

                                     -15-

<PAGE>

         which the absent Participant's reemployment rights, if any, are
         guaranteed by statute or by contract. The foregoing is qualified by the
         following: (i) if any facts that would constitute Cause for termination
         of employment of a Participant are brought to the attention of the
         Committee after the Participant's employment with the Company or any
         subsidiary thereof has ended, any Stock Appreciation Rights then held
         by the Participant may be immediately terminated by the Committee and
         (ii) if a Participant is an Employee employed pursuant to a written
         Employment Agreement, the Participant's employment with the Company
         will be deemed terminated for "cause" for purposes of the Plan only if
         the Participant's employment is considered under the circumstances to
         have been terminated for cause for purposes of such agreement.

                  (b) TERMINATION OF ASSOCIATION WITH THE COMPANY. If a
         consultant or advisor or other Participant who is not an Employee has
         his relationship with the Company terminated for Cause, any Stock
         Appreciation Rights held by any such Participant will automatically
         expire. In all other cases, any Stock Appreciation Rights held by such
         a Participant, to the extent exercisable on the date of termination of
         the Participant's association with the Company, will remain exercisable
         and will expire in accordance with the terms of the applicable Stock
         Appreciation Rights Agreement; provided that (i) if any facts that
         would constitute cause for removal or termination of a Participant who
         is a consultant or advisor or other person who is not an Employee are
         brought to the attention of the Committee after such Participant's
         association with the Company has ended, any Stock Appreciation Rights
         held by such Participant may be immediately terminated by the Committee
         and (ii) if such Participant has been retained pursuant to a written
         agreement, the Participant's relationship with the Company will be
         deemed terminated for "cause" for purposes of the Plan only if the
         Participant's association with the Company is considered under the
         circumstances to have been terminated for cause for purposes of such
         written agreement.

         6.8.     TANDEM INCENTIVE OPTION - STOCK APPRECIATION RIGHT. Whenever
an Incentive Option and a Stock Appreciation Right are granted together and the
exercise of one affects the right to exercise the other, the following
requirements shall apply:

                  (a) The Stock Appreciation Right will expire no later than the
         expiration of the underlying Incentive Option.

                  (b) The Stock Appreciation Right may be for no more than the
         difference between the Option Price of the underlying Incentive Option
         and the Market Value of the Stock subject to the underlying Incentive
         Option at the time the Stock Appreciation Right is exercised.

                  (c) The Stock Appreciation Right is transferable only when the
         underlying Incentive Option is transferable, and under the same
         conditions.

                                     -16-

<PAGE>

                  (d) The Stock Appreciation Right may be exercised only when
         the underlying Incentive Option is eligible to be exercised.

                  (e) The Stock Appreciation Right may be exercised only when
         the Market Value of the Stock subject to the underlying Incentive
         Option exceeds the Option Price of the underlying Incentive Option.

         6.9.     WRITTEN NOTICE REQUIRED. Any Stock Appreciation Right will be
deemed to be exercised when written notice of exercise has been received by the
Company at its principal office from the person entitled to exercise the Stock
Appreciation Right.

                                   ARTICLE VII
                               PERFORMANCE SHARES

         7.1.     GRANT OF PERFORMANCE SHARES. The Committee may, in its sole
discretion, grant Performance Shares in accordance with the terms and conditions
set forth in the Plan. Each Performance Share Agreement may contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
are determined by the Committee in its sole discretion.

         7.2.     TERMS AND CONDITIONS. Performance Shares may be earned based
on the attainment of Performance Goals established by the Committee for a
particular Performance Cycle. The Committee may establish Performance Goals on
the basis of such criteria and to accomplish such objectives as the Committee
may from time to time select.

         7.3.     AMOUNT OF PAYMENT. After the end of each Performance Cycle,
the Committee will determine the number of Performance Shares earned by each
Participant with respect to the Performance Cycle in accordance with the
following:

                  (a) If the Performance Goal is attained or exceeded, a
         Participant will be deemed to have earned the full number of
         Performance Shares granted to the Participant.

                  (b) If the Minimum Performance Goal is not attained, a
         Participant will be deemed to have earned no Performance Shares.

                  (c) If the Performance Goal is not attained, but the Minimum
         Performance Goal is attained or exceeded, the number of Performance
         Shares deemed to have been earned by a Participant will be a portion of
         the Performance Shares, as determined based on a formula established by
         the Committee at the time of grant.

                  (d) If a Participant's employment or service with the Company
         or any subsidiary thereof has terminated because of death, Disability
         or Retirement prior to the end of a Performance Cycle, the number of
         Performance Shares such Participant will be deemed to have earned shall
         be the number of Performance Shares determined as though such

                                     -17-

<PAGE>

         Participant's employment or service had not terminated, multiplied by a
         fraction, the numerator of which is the number of months such
         Participant was employed or served the Company or a subsidiary thereof
         during the Performance Cycle (including the month during which
         employment or service terminated) and the denominator of which is the
         total number of months in the Performance Cycle.

                  (e) If the Participant's employment or service has terminated
         for any reason other than death, Disability or Retirement, such
         Participant will be deemed to have earned no Performance Shares except
         as and to the extent the Committee may determine; provided that the
         number of Performance Shares that may be so determined by the Committee
         to have been earned may not exceed the number that would have been
         earned had the provisions of Section 7.3(a) been applicable.

                  (f) At any time prior to the end of a Performance Cycle, the
         Committee may adjust downward (but not upward) the Performance Goal
         and/or the Minimum Performance Goal as a result of major events
         unforeseen at the time the Performance Shares were awarded, such as
         changes in the economy, the industry, laws affecting the operation of
         the Company or any subsidiary thereof, changes in applicable tax laws
         or accounting principles or any other event the Committee determines
         would have a significant impact upon the probability of attaining the
         previously established Performance Goal and/or Minimum Performance
         Goal.

         7.4.     FORM OF PAYMENT. Payment in respect of earned Performance
Shares will be made to the Participant or, if the Participant has died, to the
Participant's designated beneficiary, as soon as practicable after the
expiration of the Performance Cycle and the Committee's determination under
Section 7.3. Payment in respect of earned Performance Shares may be made in
cash, in shares of Stock or a combination thereof, as determined by the
Committee in its sole discretion at the time of payment.

         7.5.     ADDITIONAL AWARDS. In the sole discretion of the Committee, a
Performance Share Award may provide the Participant with (i) dividends or
dividend equivalents (payable on a current or deferred basis) and (ii) cash
payments in lieu of or in addition to such Award.

                                  ARTICLE VIII
                                STOCK UNIT AWARDS

         8.1.     GRANT OF STOCK UNIT AWARDS. The Committee may, in its sole
discretion, grant Stock Unit Awards in accordance with the terms and conditions
set forth in the Plan. Each Stock Unit Agreement may contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as are
determined by the Committee in its sole discretion.

         8.2      TERMS AND CONDITIONS. Stock Unit Awards may be in the form of
Stock or units, the value of which is based, in whole or in part, on the Market
Value of Stock. Stock Unit Awards will be subject to such terms, restrictions,
conditions, vesting requirements and payment

                                     -18-

<PAGE>

requirements as the Committee may determine in its sole discretion at the
time of grant, including without limitation the following:

                  (a) Any shares of Stock that are part of a Stock Unit Award
         may be subject to restrictions on sale, assignment, transfer, pledge or
         other encumbrance.

                  (b) Stock Unit Awards may provide for the payment of cash
         consideration by the Participant or provide that the Award, and any
         Stock to be issued in connection therewith, if applicable, shall be
         delivered without the payment of cash consideration.

                  (c) Stock Unit Awards may relate in whole or in part to
         certain performance criteria established by the Committee.

                  (d) Stock Unit Awards may provide for deferred payment
         schedules and/or vesting over a specified period of employment or
         service with the Company or any subsidiary thereof.

         8.3.     ADDITIONAL AWARDS. In the sole discretion of the Committee, a
Stock Unit Award may provide the Participant with (i) dividends or dividend
equivalents (payable on a current or deferred basis) and (ii) cash payments in
lieu of or in addition to such Award.

                                   ARTICLE IX
                      TERMINATION, AMENDMENT AND ADJUSTMENT

         9.1.     TERMINATION AND AMENDMENT OF THE PLAN. The Board (or, if the
Board has specifically delegated this authority to the Committee, the Committee)
may at any time terminate the Plan or make such modifications of the Plan as it
deems advisable; provided that no amendment may be made without approval of the
stockholders of the Company if such approval is required under applicable law.
No termination or amendment of the Plan may, without the consent of the
Participant to whom any Award has theretofore been granted, adversely affect the
rights of such Participant under such Award.

         9.2.     ADJUSTMENT. In the event of any stock dividend payable in
Stock or any split-up or contraction of the number of shares of Stock after the
date an Award is granted and prior to the exercise in full of an Option or Stock
Appreciation Right or the lapse, waiver and/or satisfaction of any restrictions
or Performance Goals related to a Restricted Stock Award, Performance Share
Award or Stock Unit Award, the number of shares subject to such Award and, if
applicable, the Option Price, will be proportionately adjusted. In the event of
any reclassification or change of outstanding shares of Stock or in case of any
consolidation or merger of the Company with or into another company or in case
of any sale or conveyance to another company or entity of the property of the
Company as a whole or substantially as a whole, shares of stock or other
securities equivalent in kind and value to those shares a Participant would have
received if he had held the full number of shares of Stock subject to the Award
immediately prior to such reclassification, change,

                                     -19-

<PAGE>

consolidation, merger, sale or conveyance (together with all other shares,
stock and securities thereafter issued in respect thereof) will thereupon be
subject to the Award. Upon dissolution or liquidation of the Company, all
Awards will terminate, but the Participant will have the right, immediately
prior to such dissolution or liquidation, to exercise any Option or Stock
Appreciation Right to the extent exercisable on the date of such dissolution
or liquidation. No fraction of a share of Stock will be purchasable or
deliverable upon exercise, but in the event any adjustment hereunder of the
number of shares covered by the Award will cause such number to include a
fraction of a share, such number of shares will be adjusted to the nearest
smaller whole number of shares. In the event of changes in the outstanding
Stock by reason of any stock dividend, split-up, contraction,
reclassification, or change of outstanding shares of Stock of the nature
contemplated by this Section 9.2, the maximum number of shares of Stock that
may be issued from time to time pursuant to the Plan and the maximum number
of shares of Stock with respect to which Awards may be granted to any
Participant during the term of the Plan, as stated in Section 2.3, will be
correspondingly adjusted.

                                    ARTICLE X
                                  MISCELLANEOUS

         10.1.    NOTICES AND OTHER COMMUNICATIONS. All notices and other
communications required or permitted under the Plan will be effective if in
writing and if delivered or sent by certified or registered mail, return
receipt requested (a) if to the Participant, at his residence address last
filed with the Company and (b) if to the Company, at 14951 North Dallas
Parkway, Dallas, Texas 75240 Attention: President, with a copy to the
Chairman of the Board of Directors of the Company, presently at 14951 North
Dallas Parkway, Dallas, Texas 75240, or to such other persons or addresses as
the Participant or the Company may specify by a written notice to the other
from time to time.

         10.2.    PLAN BINDING ON SUCCESSORS. The Plan will be binding upon
the successors and assigns of the Company.

         10.3.    NUMBER AND GENDER. Whenever used herein, nouns in the
singular will include the plural where appropriate, and the masculine pronoun
will include the female gender.

                                     -20-