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                                   AMENDMENT NO. 1
                                        TO THE
               COMPSAVINGS PLAN FOR EMPLOYEES OF COMPUSA INC. AND TRUST

WHEREAS, CompUSA Inc. (the "Company") is the employer and sponsor of the
CompSavings Plan for Employees of CompUSA Inc. (the "Plan"); and

WHEREAS, pursuant to Section 19.1 of the Plan, the Company has reserved the
right to amend the Plan from time to time;

NOW, THEREFORE, the Plan is hereby amended by adding a new Appendix D thereto to
read as follows:

         APPENDIX D - SPECIAL PROVISIONS RELATED TO CERTAIN 1998 TRANSACTIONS

1.   PROVISIONS APPLICABLE TO EMPLOYEES TRANSFERRED TO IBM GLOBAL SERVICES.

     (a)  IN GENERAL.  On a date or dates to be determined by the Company's
     Senior Vice President - Human Resources, CompTeam Inc., a participating
     employer in the Plan, will transfer certain employees designated by the
     Company's Senior Vice President - Human Resources to IBM Global Services
     (the "Transferred Employees").  The Transferred Employees will be
     ineligible to participate in the Plan following the date of the transfer. 
     The transfer, however, will not constitute a separation from service
     (within the meaning of the second paragraph of Section 11.1 of the Plan)
     with respect to the Transferred Employees.  This amendment provides rules
     applicable to matching contributions, vesting and account balance transfers
     for Transferred Employees.

     (b)  COMPANY MATCH CONTRIBUTIONS.  The Employer shall make a basic Company
     Match Contribution, as described in Section 5.1(b) of the Plan, on behalf
     of each Transferred Employee who contributed to the Plan during the 1998
     Plan Year.  The basic Company Match Contribution on behalf of Transferred
     Employees shall be made without regard to the requirements set forth in
     Section 5.1(a)(1) (relating to employment on the last day of the Plan Year)
     and Section 5.1(a)(2) (relating to completion of 1,000 Hours of Service for
     the Plan Year).  The Employer shall make the basic Company Match
     Contribution as soon as administratively feasible following the last date
     that the Transferred Employees are eligible to make Pre-Tax Contributions
     to the Plan.  All other provisions of the Plan applicable to basic Company
     Match Contributions shall apply to the basic Company Match Contributions on
     behalf of Transferred Employees.

     Transferred Employees shall be ineligible to receive an allocation of
     supplemental Company Match Contributions (as described in the second
     paragraph of Section 5.1(a)), if any, with respect to contributions made by
     them during the 1998 Plan Year.

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     (c)  VESTING.  Notwithstanding the vesting schedule in Section 8.3 of the
     Plan, the Company Match Cash Account and Company Match Stock Account
     (including additions thereto resulting from basic Company Match
     Contributions under subsection (b) above) maintained under the Plan for
     each of the Transferred Employees shall be 100% vested as of the last date
     that the Transferred Employees are eligible to make Pre-Tax Contributions
     to the Plan.

     (d)  ACCOUNT BALANCE TRANSFER.  At such time as the Company's Senior Vice
     President - Human Resources may direct, the Trustee shall transfer the
     Accounts of the Transferred Employees to the trustee of the defined
     contribution plan which covers the Transferred Employees as employees of
     IBM Global Services.  Such transfer shall comply with Section 19.2 of the
     Plan and other applicable law.  As soon as administratively feasible
     following such transfer, the Committee shall cause a final Account
     statement to be issued to each of the Transferred Employees.

     2.   PROVISIONS APPLICABLE TO EMPLOYEES TRANSFERRED FROM COMPUTER CITY,
INC..

     (a)  IN GENERAL.  On or about September 1, 1998, CompTeam Inc. will become
     the employer of certain employees previously employed by Computer City,
     Inc. in connection with the the Company's acquisition of Computer City,
     Inc. from Tandy Corporation.  The class of individuals to whom this
     amendment applies includes only those Employees who were both employed by
     Computer City, Inc. on the day immediately prior to the commencement of
     such person's employment with CompTeam Inc. and commenced employment with
     CompTeam Inc. in connection with the Company's acquisition of Computer
     City, Inc. from Tandy Corporation (the "Former Computer City Employees"). 
     This amendment provides vesting and eligibility rules applicable to Former
     Computer City Employees.

     (b)  VESTING; PERIOD OF EMPLOYMENT.  Notwithstanding any provision of the
     Plan to the contrary, a Former Computer City Employee's service with
     Computer City, Inc. recognized for purposes of the Tandy Plan (a tax
     qualified defined contribution plan sponsored by Tandy Corporation for the
     benefit of employees of Tandy Corporation and certain of its  subsidiaries
     and other affiliates, including Computer City, Inc.) shall be included in
     the determination of his or her Period of Employment for eligibility and
     vesting purposes of the Plan.

     (c)  ELIGIBILITY.  Notwithstanding any provision of the Plan to the
     contrary, Former Computer City Employees shall become Participants in the
     Plan on the date of acquisition  by the Company of Computer City, Inc. from
     Tandy Corporation or such other date as may be determined by the Company's
     Senior Vice President - Human Resources to be administratively feasible.


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     3.   In all other respects, the Plan remains unamended and in full force
and effect.


Date:  September 1, 1998           COMPUSA INC.
    ---------------------------
                                   By:Mel McCall
                                     -------------------------------------------
                                                  Senior Vice President -
                                          Title:  Human Resources
                                               ---------------------------------

The provisions of the above amendment which relate to the Trustee are hereby
approved and executed.

Date:  October 21, 1998            MERRILL LYNCH TRUST COMPANY, FSB
    ---------------------------
                                   By: Roger T. Meyer
                                     -------------------------------------------
                                         Title:  Vice President
                                              ----------------------------------







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