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                                  COMPUSA INC.
                              RESTRICTED STOCK PLAN

                                    ARTICLE I
                                   DEFINITIONS

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

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

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

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

         1.4.     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.

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

         1.6.     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.

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

         1.8.     PARTICIPANT means a person to whom a Restricted Stock Award
has been granted.

         1.9.     PLAN means this Restricted Stock Plan of the Company, as
amended from time to time.


         1.10.    RESTRICTED STOCK or RESTRICTED STOCK AWARD means an award of
Stock granted under Article IV.

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

         1.12.    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.

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


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

         1.15.    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.

                                   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.

         2.2.     TERM OF THE PLAN. No Awards may be granted after July 6, 2009.

         2.3.     STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Section 5.2 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 pursuant to the Plan may not exceed 1,000,000. Only shares held by the
Company in its treasury may be issued pursuant to Restricted Stock Awards
granted hereunder. If shares of Stock are reacquired by the Company pursuant to
the provisions of the Plan, the reacquired shares will again be available for
issuance under the Plan to the extent permitted by law.

         2.4.     ELIGIBILITY. Only officers of the Company or any subsidiary
thereof will be eligible to be a Participant.

         2.5.     ACCELERATION IN CERTAIN EVENTS. The Committee may waive any
restrictions with respect to shares of Restricted Stock in whole or in part at
any time. In addition, notwithstanding the provisions of any Restricted Stock
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 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, all restrictions
         will be deemed lapsed, waived and/or satisfied (as applicable), with
         respect to any Restricted Stock Award; provided that no restriction
         will be deemed lapsed, waived and/or satisfied with respect to a
         Restricted Stock 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 restrictions related to any
         Restricted Stock 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


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         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 as of 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 a Restricted Stock Award may
constitute a violation of law, then the Company may delay such issuance 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 a Restricted Stock Award has been effectively registered
         under the Securities Act, the Company will be under no obligation to
         issue any shares of Stock pursuant to a Restricted Stock 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 Restricted Stock 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 a
         Restricted Stock 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 a Restricted
         Stock 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


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         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.

         2.8.     WITHHOLDING.

                  (a)      Whenever shares of Stock are to be issued pursuant to
         a Restricted Stock 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
         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 tax laws in
         connection with a Restricted Stock 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 fair market value on the date as of which
         the amount of tax to be withheld is to be determined (the "Tax Date")
         equal to the amount required to be withheld, or (iv) in any other form
         of valid consideration, as permitted by the Committee in its sole
         discretion.

         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 Restricted Stock 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 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 a Restricted Stock 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. The
Committee will have sole discretion and authority to


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determine from time to time the Participants to whom Restricted Stock Awards
will be granted and the number of shares of Stock subject to each Restricted
Stock 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 Restricted Stock Agreement or waive any conditions and/or restrictions
applicable to any shares of Restricted Stock, 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
                                RESTRICTED STOCK

         4.1      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.

         4.2.     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 Restricted Stock
         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 the 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).


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                  (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. RESTRICTED STOCK
                  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 which the
         restrictions have 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).

         4.3. 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 V
                      TERMINATION, AMENDMENT AND ADJUSTMENT


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         5.1.     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 the Code or any
requirement under applicable state law. No termination or amendment of the Plan
may, without the consent of the Participant to whom any Restricted Stock Award
has theretofore been granted, adversely affect the rights of such Participant
under such Restricted Stock Award.

         5.2.     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 a Restricted Stock Award is granted and prior to the lapse, waiver and/or
satisfaction of any restrictions related to a Restricted Stock Award, the number
of shares subject to such Restricted Stock Award 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 Restricted Stock Award immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance (together
with all other shares, stock and securities thereafter issued in respect
thereof) will thereupon be subject to the Restricted Stock Award. Upon
dissolution or liquidation of the Company, all Restricted Stock Awards will
terminate. In the event any adjustment hereunder of the number of shares covered
by a Restricted Stock 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 5.2, the
number of shares of Stock available for the purpose of the Plan as stated in
Section 2.3 will be correspondingly adjusted.

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1.     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.

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

         6.3.     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.


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