<PAGE>

                                 AMENDMENT NO. 2
                                     TO THE
            COMPSAVINGS PLAN FOR EMPLOYEES OF COMPUSA INC. AND TRUST


         WHEREAS, CompUSA Inc. (the "Company"), approved and adopted the
CompSavings Plan for Employees of CompUSA Inc. (the "Plan") and Trust Agreement
(the "Trust") which were originally effective January 1, 1995, restated
effective January 1, 1996 and January 1, 1998, and subsequently amended;

         WHEREAS, Section 19.1 of the Plan and Trust provides that the Company
reserves the right to amend the Plan and Trust;

         NOW THEREFORE RESOLVED, that the Plan is amended as follows:

EFFECTIVE JANUARY 1, 1997:

1.       Section 1 is amended to restate Subsection 1.49 as follows:

         1.49     "Required Beginning Date". The latest date benefit payments
                  shall commence to Participant.

                  (a)      For calendar years commencing before January 1, 1997,
                           such date shall mean:

                           (1)      with regard to a Participant who attained
                                    age 70 1/2 in 1996, did not terminate
                                    employment with all Related Companies before
                                    January 1, 1997, and is not or was not a 5%
                                    Owner, the April 1 that next follows (i) the
                                    calendar year in which the Participant
                                    attained age 70 1/2, or (ii) if the
                                    Participant elects to apply this clause
                                    (ii), the calendar year in which the
                                    Participant terminates employment with all
                                    Related Companies (and any such election
                                    must be made prior to January 1, 1998); and

                           (2)      with regard to a Participant who attained
                                    age 70 1/2 after December 31, 1987 and
                                    before January 1, 1996 or, in 1996 if he or
                                    she terminated employment with all Related
                                    Companies before January 1, 1997 or is or
                                    was a 5% Owner, the April 1 that next
                                    follows the calendar year in which the
                                    Participant attains age 70 1/2; and

                           (3)      with regard to a Participant who attained
                                    age 70 1/2 before January 1, 1988 and who is
                                    not 5% Owner, the April 1 that next follows
                                    the later of (i) the calendar year in which
                                    the Participant attained age 70 1/2, or (ii)
                                    the calendar year in which the Participant
                                    terminates employment with all Related
                                    Companies; and

                           (4)      with regard to a Participant who attained
                                    age 70 1/2 before January 1, 1988 and who is
                                    a 5% Owner, the April 1 that next follows
                                    the later of (i) the calendar year in which
                                    the Participant attained age 70 1/2, or (ii)
                                    the earlier of the calendar year in which or
                                    within which ends the Plan Year in which the
                                    Participant becomes a 5% Owner or the
                                    calendar year in which he or she terminates
                                    employment with all Related Companies.


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<PAGE>

COMPSAVINGS PLAN                                                 AMENDMENT NO. 2
FOR EMPLOYEES OF COMPUSA INC. AND TRUST AGREEMENT


A Participant shall be considered a 5% Owner for this purpose if such
Participant is a 5% Owner as defined in Code section 416(i) (determined in
accordance with Code section 416 but without regard to whether the Plan is
top-heavy) at any time during the Plan Year ending with or within the calendar
year in which the Participant attains age 66 1/2 or in any subsequent Plan Year.

(b)      For calendar years commencing after December 31, 1996, or before
         January 1999, such date shall mean:

         (1)      with regard to a Participant who attained age 70 1/2 in 1997
                  or 1998 thereafter, the April 1 that next follows the calendar
                  year in which he or she attained age 70 1/2, except that if
                  the Participant did not terminate employment with all Related
                  Companies before January 1 of the calendar year following the
                  calendar year in which he or she attained age 70 1/2, is not a
                  5% Owner, such date shall instead mean the April 1 that next
                  follows (i) the calendar year in which the Participant
                  attained age 70 1/2, or (ii) if the Participant elects to
                  apply this clause (ii), the calendar year in which the
                  Participant terminates employment with all Related Companies
                  (and any such election must be made prior to the April 1 of
                  the calendar year following the calendar year in which he or
                  she attained age 70 1/2); and

         (2)      with regard to a Participant who is a 5% Owner, the April 1
                  that next follows the calendar year in which the Participant
                  attains age 70 1/2.

A Participant shall be considered a 5% Owner for this purpose if such
Participant is a 5% Owner with respect to the Plan Year ending in the calendar
year in which the Participant attains age 70 1/2.

(c)      For calendar years commencing after December 31, 1998, such date shall
         mean:

         (1)      with regard to a Participant who is not a 5% Owner, the April
                  1 that next follows the later of (i) the calendar year in
                  which the Participant attained age 70 1/2, or (ii) the
                  calendar year in which the Participant terminates employment
                  with all Related Companies; and

         (2)      with regard to a Participant who is a 5% Owner, the April 1
                  that next follows the calendar year in which the Participant
                  attains age 70 1/2.

A Participant shall be considered a 5% Owner for this purpose if such
Participant is a 5% Owner with respect to the Plan Year ending in the calendar
year in which the Participant attains age 70 1/2.


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<PAGE>

COMPSAVINGS PLAN                                                 AMENDMENT NO. 2
FOR EMPLOYEES OF COMPUSA INC. AND TRUST AGREEMENT


Date:     4-29      , 1999                      COMPUSA INC.
     ---------------
                                                By: Mel McCall
                                                    ----------------------------

                                                Title: S VP HR
                                                      --------------------------

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

Date:       MAY 3       , 1999                  MERRILL LYNCH TRUST COMPANY, FSB
     -------------------
                                                By: Robin Hopkins
                                                   -----------------------------
                                                Title: Assistant Vice President
                                                      --------------------------





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