
<PAGE>
Exhibit 10.14



                               CompUSA Inc.
                  1996 CHANGE IN CONTROL TERMINATION PLAN

                             R E C I T A L S:

    A.   Employer considers the maintenance of a sound management team
essential to protecting and enhancing its best interests and those of its
stockholders.

    B.   Employer recognizes that the possibility of a change in control of
Employer may result in the departure or distraction of management to the
detriment of Employer and its stockholders.

    C.   Employer has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of selected
members of Employer's management team to their assigned duties without the
distraction arising from the possibility of a change in control of Employer.

    D.   Employer previously adopted the CompUSA Inc. Change In Control
Termination Plan, which will expire April 30, 1996.

    E.   Employer desires to adopt the CompUSA Inc. 1996 Change In Control
Termination Plan effective May 1, 1996.

    NOW, THEREFORE, Employer hereby adopts the Plan upon the following terms
and conditions:


                                 ARTICLE I
                               PARTICIPATION

    1.1  Commencement of Participation.  Each employee employed by Employer
in
an Eligible Category on the Effective Date is a Participant.  Thereafter,
each
employee employed by Employer in an Eligible Category shall become a
Participant on the first date such employee is employed with Employer in an
Eligible Category.

    1.2  Duration of Participation.

    (a)  General Provisions.  Each Participant shall continue to participate
in the Plan until the earliest to occur of the following:

         (i)  termination of the Participant's employment with all Employers
    other than in a Triggering Termination;


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         (ii) transfer of the Participant's employment from an Eligible
    Category other than during an Applicable Period;

         (iii)     the last Employer (other than the Company) by which the
    Participant is employed ceases to be a subsidiary or other affiliate of
    the Company other than during an Applicable Period;

         (iv) a Triggering Termination of the Participant's employment with
    all Employers, but only after payment of the entire amount of the
    Termination Payment to the Participant and all other payments that the
    Participant is, or may become, entitled to receive under the Plan;

         (v)  expiration of the term of the Plan as provided in Section 6.1;

         (vi) expiration of the Applicable Period with respect to a Change In
    Control; or

         (vii)     death of the Participant.

    1.3  Eligible Category.  The term "Eligible Category" refers to employees
employed by Employer in the capacity of Regional Manager, Senior Director or
Director, as those terms are defined in accordance with Employer's personnel
policies.


                                ARTICLE II
                             CHANGE IN CONTROL

    2.1  Change In Control Defined.  A Change In Control shall be deemed to
have occurred for purposes hereof when any Person 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 between the Company and Bank One, Texas, N.A. as Rights Agent
(First
Interstate Bank of Texas, N.A. became successor Rights Agent as of November
1,
1995), dated as of April 29, 1994 (the "Rights Agreement"); provided that a
Change In Control shall not be deemed to have occurred for purposes hereof
with respect to any Person meeting the requirements of clauses (i) and (ii)
of
Rule 13d-1(b)(1) promulgated under the Securities Exchange Act of 1934, as
amended.


                                ARTICLE III
                   CHANGE IN CONTROL TERMINATION PAYMENT

    3.1  Termination Payment.

    (a)  Amount.

         (i)  In the event a Participant's employment with Employer
terminates
    in a Triggering Termination, Employer shall pay the Participant a lump
sum
    payment in cash (the "Termination Payment") equal to 50% of the sum of
the
    following items:

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              (1)  Participant's annual base compensation determined by
         reference to his highest annual base compensation in effect at any
         time during the Participant's employment with Employer;


              (2)  the Target Bonus that would be payable to the Participant
         by Employer for the bonus period in which the Change In Control
         occurred; and

              (3)  the Participant's annualized car allowance determined by
         reference to his highest car allowance rate in effect at any time
         during the Participant's employment with Employer.

         (ii) The Termination Payment shall include the amounts described in
    Section 3.1(a)(i) plus the following amounts described in this Section
    3.1(a)(ii):

              (1)  the amount of the Participant's compensation accrued but
         unpaid as of the date of the Triggering Termination;

              (2)  reimbursements due to the Participant for unpaid expenses
         incurred in the performance of his duties for Employer prior to the
         Triggering Termination;

              (3)  any other benefit accrued but unpaid as of the date of
         the Triggering Termination; and

              (4)  the estimated cost of obtaining accident, health, dental,
         disability and life insurance coverage for the six month period
         following the expiration of the Participant's continuation (COBRA)
         rights; provided that such coverage is substantially similar to the
         most comprehensive coverage provided to the Participant by Employer
         at any time during the Applicable Period; and provided further that
         this Section 3.1(a)(ii)(4) shall be applied without regard to, and
         the amount payable under this Section 3.1(a)(ii)(4) is in addition
         to, any continuation (COBRA) rights or conversion rights under any
         plan provided by Employer, which rights are not affected by any
         provision of the Plan.

    (c)  Applicable Period Defined.  "Applicable Period" means the 15 month
period that begins three months before the Change In Control and ends 12
months after the Change In Control.

    (d)  Triggering Termination Defined.  Each of the following events
constitutes a "Triggering Termination" when a Participant's employment with
all Employers is:

         (i)  actually terminated by an Employer during an Applicable Period
    other than for Good Reason;

         (ii) Constructively Terminated by an Employer during an Applicable
    Period other than for Good Reason; or


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         (iii)     the last Employer (other than the Company) by which the
    Participant is employed ceases to be a subsidiary or other affiliate of
    the Company during an Applicable Period.

    (e)  Good Reason Defined.  "Good Reason" means the termination of a
Participant's employment with Employer as a result of the Participant's
commission of a felony or failure to obey written directions delivered to the
Participant by the Company's Chairman of the Board, President, Chief
Executive
Officer or its Board of Directors or by any of the Company's Executive Vice
Presidents, Senior Vice Presidents or Vice Presidents.

    (f)  Constructively Terminated Defined.  "Constructively Terminated" with
respect to a Participant's employment with Employer will be deemed to have
occurred if Employer:

         (i)  demotes the Participant to a lesser position, either in title
    or responsibility, than the highest position held by the Participant with
    Employer at any time during the Participant's employment with Employer;

         (ii) decreases the Participant's compensation below the highest
level
    in effect at any time during the Participant's employment with Employer
or
    reduces the Participant's benefits and perquisites below the highest 
    levels in effect at any time during the Participant's employment with  
    Employer (other than as a result of any amendment or termination of any 
    employee or group or other executive benefit plan, which amendment or   
    termination is applicable to all executives of Employer); or

         (iii)     requires the Participant to relocate to a principal place  
    of business more than 25 miles from the principal place of business  
    occupied by Employer on the first day of an Applicable Period.

    3.2  Outplacement Consulting Services.  In addition to the Termination
Payment, Employer shall pay each Participant whose employment is terminated
in
a Triggering Termination a cash payment in the amount of $5,000 as an
allowance for the cost of outplacement consulting services.  Such amount
shall
be paid at such time and in accordance with Section 3.3 as if the payment
under this Section 3.2 constituted part of the Termination Payment.  The
Participant shall not be obligated to apply the amount of the payment under
this Section 3.2 to outplacement consulting services and shall not be
obligated to account to Employer for the expenditure of such amount.

    3.3  Time for Payment; Interest.  Employer shall pay the Termination
Payment to the Participant concurrent with the Triggering Termination or
concurrent with the Change In Control if the Participant's employment
terminated in a Triggering Termination during the portion of the Applicable
Period prior to the Change In Control.  Employer's obligation to pay any
amounts under the Plan to a Participant, including without limitation the
Termination Payment and any Gross Up Payment due under Article IV, shall bear
interest at the maximum rate allowed by law until paid by Employer, and all
accrued and unpaid interest shall bear interest at the same rate, all of
which
interest shall be compounded daily.  All Employers shall be and remain
jointly
and severally liable for all payments due under the Plan until such payments
are made in full.

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                                ARTICLE IV
                             GROSS UP PAYMENT

    4.1  Excess Parachute Payment.  If a Participant incurs the tax (the
"Excise Tax") imposed by Section 4999 of the Code on "excess parachute
payments" within the meaning of Section 280G(b)(1) of the Code as the result
of the receipt of any payments under the Plan, Employer shall pay to the
Participant an amount (the "Gross Up Payment") such that the net amount
retained by the Participant, after deduction of (i) any Excise Tax upon any
payments under the Plan (other than payments provided by this Section 4.1)
and
(ii) any federal, state and local income and employment taxes (together with
penalties and interest) and Excise Tax upon the payments provided by this
Section 4.1, shall be equal to the amount of the payments that the
Participant
is entitled to receive under the Plan (other than payments provided by this
Section 4.1).

    4.2  Applicable Rates.  For purposes of determining the Gross Up Payment
amount, the Participant shall be deemed:

    (a)  to pay federal income taxes at the highest marginal rate of federal
income taxation applicable to individual taxpayers in the calendar year in
which the Gross Up Payment is made (which rate shall be adjusted as necessary
to take into account the effect of any reduction in deductions, exemptions or
credits otherwise available to the Participant had the Gross Up Payment not
been received);

    (b)  to pay additional employment taxes as a result of the receipt of the
Gross Up Payment in an amount equal to the highest marginal rate of
employment
taxes applicable to wages; provided that if any employment tax is applied
only
up to a specified maximum amount of wages, such limit shall be taken into
account for purposes of such calculation; and

    (c)  to pay state and local income taxes at the highest marginal rates of
taxation in the state and locality of the Participant's residence on the date
of the Triggering Termination, net of the maximum reduction in federal income
taxes that could be obtained from deduction of such state and local taxes.
 
    4.3  Determination of Gross Up Payment Amount.  The determination of the
Gross Up Payment amount shall be made by Ernst & Young LLP or another
nationally recognized public accounting firm reasonably acceptable to the
Participant (in either case, the "Accountants").  If the Excise Tax amount
payable by the Participant, based upon a "Determination," is different from
the Excise Tax amount computed by the Accountants for purposes of determining
the Gross Up Payment amount, then appropriate adjustments to the Gross Up
Payment amount shall be made in the manner provided in Section 4.4.  For
purposes of determining the Gross Up Payment amount prior to a Determination
of the Excise Tax amount, the following assumptions shall be utilized:

    (a)  that portion of the Termination Payment that is attributable to the
items described in Sections 3.1(a)(i)(1), (2) and (3), Section 3.1(a)(ii)(4)
and the Gross Up Payment amount shall be treated as a Parachute Payment
without regard to whether a Change In Control satisfies the requirements of
Section 280G(b)(2)(A)(i) of the Code;

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    (b)  no portion of any payment made pursuant to Sections 3.1(a)(ii)(1),
(2) or (3) or Section 8.3 shall be treated as a Parachute Payment;

    (c)  the "ascertainable fair market value" (as set forth in Prop. Treas.
Reg. Sec. 1.280G-1, Q&A 13) of the Options, the vesting of which was
accelerated by the Change In Control as provided in the Incentive Plan and as
further provided in Section 5.1, shall be equal to the product of (i) and
(ii)
as set forth below:

         (i)  the number of shares covered by such Options; and

         (ii) the difference between:

              (1)  the fair market value per share as of the date of the
                   Change In Control; and

              (2)  the exercise price per share of stock subject to such
                   Options; and

    (d)  for purposes of applying the rules set forth in Prop. Treas. Reg.
Sec. 1.280G-1, Q&A 24(c) to a payment described in Prop. Treas. Reg. Sec.
1.280G-1, Q&A 24(b), the amount reflecting the lapse of the obligation to
continue performing services shall be equal to the minimum amount allowed for
such payment as set forth in Prop. Treas. Reg. Sec. 1.280G-1, Q&A 24(c)(2)
(or
if Prop. Treas. Reg. Sec. 1.280G-1 has been superseded by temporary or final
regulations, the minimum amount provided for in any temporary or final
regulations that supersede Prop. Treas. Reg. Sec. 1.280G-1 and that are
applicable to the Termination Payment, Gross Up Payment or both).

    4.4  Time For Payment.  Employer shall pay the estimated Gross Up Payment
amount in cash to the Participant concurrent with the payment of the
Termination  Payment.  The Participant shall cooperate with Employer in the
determination of the actual Gross Up Payment amount.  Further, such
adjustments to the estimated Gross Up Payment amount as may be necessary to
equal the actual Gross Up Payment amount shall be made, which in the case of
the Participant refers to refunds of prior overpayments and in the case of
Employer refers to makeup of prior underpayments.


                                 ARTICLE V
                    STOCK OPTIONS AND RESTRICTED STOCK

    5.1  Treatment of Options and Restricted Stock.  A Participant may hold
options ("Options") issued under the Incentive Plan that become immediately
exercisable upon a Change In Control.  In addition, a Participant may hold
restricted stock ("Restricted Stock") issued under the Incentive Plan
pursuant
to which applicable restrictions will lapse upon a Change In Control. 
Employer shall take no action to facilitate a transaction involving a Change
In Control, including without limitation redemption of the Rights issued
pursuant to the Rights Agreement, unless it has taken such action as may be
necessary to ensure that each Participant has the opportunity to exercise all
Options he may then hold, and obtain certificates containing no restrictive
legends in respect of any Restricted Stock he may then hold, at a time and in 

<PAGE>
a manner that shall give each Participant the opportunity to sell or exchange
the securities of Employer acquired upon exercise of his Options and upon
receipt of unrestricted certificates for shares of Common Stock in respect of
his Restricted Stock, if any (collectively, the "Acquired Securities"), at
the
earliest time and in the most advantageous manner any holder of the same
class
of securities as the Acquired Securities is able to sell or exchange such
securities in connection with such Change In Control.  Employer acknowledges
that its covenants in the preceding sentence (the "Covenants") are reasonable
and necessary in order to protect the legitimate interests of Employer in
maintaining the Participants as employees and that any violation of the
Covenants by Employer would result in irreparable injuries to the
Participants, and Employer therefore acknowledges that in the event of any
violation of the Covenants by Employer or its directors, officers or
employees, or any of their respective agents, each Participant shall be
entitled to obtain from any court of competent jurisdiction temporary,
preliminary and permanent injunctive relief in order to (i) obtain specific
performance of the Covenants, (ii) obtain specific performance of the
exercise
of his Options, delivery of certificates containing no restrictive legends in
respect of his Restricted Stock and the sale or exchange of the Acquired
Securities in the advantageous manner contemplated above or (iii) prevent
violation of the Covenants; provided that in the event a Participant fails to
obtain such injunctive relief, nothing in this Plan shall be deemed to
prejudice the Participant's rights to damages for violation of the Covenants.


                                ARTICLE VI
                         AMENDMENT AND TERMINATION

    6.1  Term.  The Plan shall commence on the Effective Date and shall
terminate on May 1, 1998, if a Change In Control has not occurred before such
date.  If, however, a Change In Control occurs before May 1, 1998, the Plan
shall continue in effect with respect to each Participant throughout the
Applicable Period with respect to such Change In Control.

    6.2  Amendment Procedures.  The Plan may be modified, amended or
terminated at any time by a written instrument executed by an officer of the
Company; provided that execution of such instrument must be authorized by a
written resolution of the Board of Directors of the Company or a written
resolution of the Committee.

    6.3  No Amendments During Applicable Period.  Notwithstanding any
provision of the Plan to the contrary, the Plan shall not be modified,
amended
or terminated in any respect during an Applicable Period if the effect of any
such amendment would be to reduce any benefit payable to a Participant or
that
may become payable in the future to a Participant.

    6.4  Adoption by Other Employers.  Any subsidiary or other affiliate of
the Company may adopt the Plan for the benefit of its employees by written
resolution of its board of directors or similar governing body; provided that
such adoption must be authorized by the Board of Directors of the Company or
the Committee.  No subsidiary or other affiliate that is an adopting employer
of the Plan pursuant to this Section 6.4 shall have any power at any time to
modify or amend the Plan in any respect.

<PAGE>
                                ARTICLE VII
                              ADMINISTRATION

    7.1  Authority and Responsibility of the Committee.  The Committee has
the
authority to control and manage the operation and administration of the Plan;
provided that if the Committee for any reason fails or refuses to take any
action required or permitted under the terms of the Plan, the Board of
Directors of the Company may take such action in lieu of the Committee.  The
Committee shall be the "named fiduciary" of the Plan for purposes of ERISA.

    7.2  Committee Actions.  Each decision of a majority of the members of
the
Committee then in office shall constitute the final and binding act of the
Committee.  The Committee may act (a) at meetings called or held in person or
by conference telephone call and (b) by unanimous written consent, and shall
keep minutes of all meetings held and a record of all actions taken by
unanimous written consent.

    7.3  Committee Powers and Duties.  The Committee shall enforce the Plan
in
accordance with its terms and, except as provided in Section 7.7, shall have
all powers and discretion necessary or appropriate to supervise the
administration of the Plan and to control its operation in accordance with
its
terms, including without limitation the following powers:

    (a)  to issue rules and regulations necessary for the conduct and
administration of the Plan and to change, alter or amend such rules and
regulations;

    (b)  to interpret and determine the meaning of the Plan and to determine
and resolve any questions arising under, or in connection with, the
administration of the Plan;

    (c)  to determine and resolve all questions relating to the eligibility
of
employees to become Participants and the rights of Participants to any
payments under the Plan;

    (d)  to compute the amount of Termination Payments, Gross Up Payments and
other payments under the Plan to Participants;

    (e)  to keep records relating to Participants and other matters
applicable
to the Plan;

    (f)  to appoint an agent for service of legal process with respect to the
Plan;

    (g)  to prescribe procedures to be followed and forms to be used in the
administration of the Plan, including adoption of a claims and appeal
procedure in compliance with ERISA;

    (h)  to make available for inspection and to provide upon request at such
charge as may be permitted and determined by the Committee, documents and
instruments required by ERISA to be disclosed to Participants; and

    (i)  to file, or cause to be filed, all reports required by law to be 

<PAGE>
filed with governmental agencies.

    7.4  Committee Delegations and Allocations of Responsibility.

    (a)  Delegation.  The Committee shall have the authority to delegate by
instrument in writing filed with the minutes of the Committee's meetings, all
or any part of its responsibilities under the Plan to such person as it may
deem advisable (and may authorize such person to delegate such
responsibilities to such other person as the Committee shall authorize); and
in the same manner, the Committee shall have the authority to revoke any such
delegation of its responsibilities.  Any action of the Committee delegate in
the exercise of such delegated responsibilities shall have the same force and
effect for all purposes under the Plan as if such action had been taken by
the
Committee.  The Committee shall not be liable for any acts or omissions of
any
such delegate.  The delegate shall report periodically to the Committee
concerning the discharge of the delegated responsibilities.

    (b)  Allocation.  The Committee shall have the authority to allocate from
time to time, by instrument in writing filed with the minutes of the
Committee's meetings, all or any part of its responsibilities under the Plan
to one or more of its members as it may deem advisable and in the same manner
to revoke such allocation of responsibilities.  Any action of the member to
whom responsibilities are allocated in the exercise of such allocated
responsibilities shall have the same force and effect for all purposes under
the Plan as if such action had been taken by the Committee.  The Committee
shall not be liable for any acts or omissions of any such member.  The member
to whom responsibilities have been allocated shall report periodically to the
Committee concerning the discharge of the allocated responsibilities.

    7.5  Records.  The regularly kept records of the Committee and Employer
shall be conclusive evidence in the determination of any amounts to be paid
to
any Participant in accordance with the Plan.

    7.6  Fiduciary Capacity.  Any person or group of persons may serve in
more
than one fiduciary capacity with respect to the Plan.

    7.7  Review of Committee Determinations.  Prior to a Change In Control,
the Committee shall exercise unlimited discretion in making and resolving all
determinations required or permitted under the Plan, and it is the intention
of the Company that all such determinations actually made and resolved by the
Committee shall be reviewed, if reviewed at all, in accordance with the
arbitrary and capricious standard of review, with maximum deference given to
the determination of the Committee.  Following a Change In Control, the
Committee shall have no discretion in making or resolving any determinations
required under the Plan, and it is the intention of the Company that any such
determinations made and resolved by the Committee shall be given no deference
in any legal or equitable action.  It is the further intention of the Company
that no Participant shall be required to exhaust any administrative remedies,
whether under the Plan or otherwise, as a condition to any legal or equitable
action to obtain benefits under the Plan following a Change In Control.

    7.8  Claims; Arbitration.  Any controversy or claim arising out of or
relating to the Plan shall be settled exclusively by arbitration in Dallas, 

<PAGE>
Texas, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association then in effect.  Judgment upon the award rendered by
the arbitrators may be entered in, and enforced by, any court having
jurisdiction of such claim or controversy.


                               ARTICLE VIII
                               MISCELLANEOUS

    8.1  Notices.  All notices and other communications hereunder shall be in
writing or by written telecommunication, and shall be deemed to have been
duly
given if delivered personally or if mailed by certified mail, return receipt
requested or by written telecommunication, to the relevant address set forth
below, or to such other address as the recipient of such notice or
communication shall have specified to the other party in accordance with this
Section 8.1:

    If to Employer, to:                     with a copy to:

    CompUSA Inc.                            Jackson & Walker, L.L.P.
    14951 North Dallas Parkway              901 Main Street, Suite 6000
    Dallas, Texas  75240                    Dallas, Texas  75202
    Attention:  Chairman of the Board       Attention:  Fred W. Fulton
    Facsimile Number:  (214) 982-4276       Facsimile Number:  (214) 953-6115

    If to a Participant, to his last known address as reflected in Employer's
    personnel records.

    8.2  Withholding; No Offset.  All payments required to be made by
Employer
under the Plan to a Participant shall be subject to the withholding of such
amounts, if any, relating to federal, state and local taxes as may be
required
by law.  No payment under the Plan shall be subject to offset or reduction
attributable to any amount a Participant may owe any Employer or any other
person.

    8.3  Legal and Accounting Costs.  Employer shall pay all attorneys' and
accountants' fees and costs incurred by a Participant as a result of any
breach by Employer of its obligations under the Plan, including without
limitation all such costs incurred in contesting or disputing any
determination made by Employer under the Plan or in connection with any tax
audit or proceeding to the extent attributable to the application of Section
4999 of the Code to any payment under the Plan.  Reimbursements of such costs
shall be made by Employer within 15 days after a Participant's presentation
to
Employer of any statements of such costs and thereafter shall bear interest
at
the maximum rate allowed by law until paid by Employer, and all accrued and
unpaid interest shall bear interest at the same rate, all of which interest
shall be compounded daily.

    8.4  Severability.  If any provision of the Plan is held to be illegal,
invalid or unenforceable, such provision shall be fully severable, and the
Plan shall be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof, and the remaining
provisions hereof shall remain in full force and effect and shall not be 

<PAGE>
affected by the illegal, invalid or unenforceable provision or by its
severance herefrom.  Furthermore, in lieu of such illegal, invalid or
unenforceable provision, there shall be added automatically as part of the
Plan a provision as similar in its terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and
enforceable.

    8.5  Waivers.  No delay or omission by either party in exercising any
right, power or privilege hereunder shall impair such right, power or
privilege, nor shall any single or partial exercise of any such right, power
or privilege preclude any further exercise thereof or the exercise of any
other right, power or privilege.

    8.6  Captions.  The captions in the Plan are for convenience of reference
only and shall not limit or otherwise affect any of the terms or provisions
hereof.

    8.7  Reference to Plan.  Use of the words "hereof," "hereunder" and the
like in the Plan refer to the Plan only as a whole and not to any particular
section or subsection of the Plan, unless otherwise noted.

    8.8  Binding Effect.  The Plan shall be binding upon and inure to the
benefit of all Employers and the Participants and shall be enforceable by the
personal representatives and heirs of each Participant and the successors and
assigns of Employer.  The obligations of Employer under the Plan may be
assigned by the Company or any Employer to any Employer; provided that in the
event of any such assignment, the Company shall remain liable for all of its
obligations hereunder and shall be liable for all obligations of all such
assignees hereunder.  If a Participant dies while any amounts are payable to
him hereunder, such amounts shall be paid to the Participant's estate.  The
amounts payable under the Plan are not otherwise assignable by Participants.

    8.9  Governing Law.  Except to the extent provided by ERISA, the Plan and
its performance shall be construed and governed in accordance with the laws
of
the State of Texas, without regard to its choice of law principles.

    8.10 Gender and Number.  The masculine gender shall be deemed to denote
the feminine or neuter genders, the singular to denote the plural, and the
plural to denote the singular, where the context so permits.


                                ARTICLE IX
                                DEFINITIONS

    9.1  Definitions.   As used in the Plan, the following terms have
the meanings set forth below:

    (a)  Accountants has the meaning ascribed to it in Section 4.3.

    (b)  Acquired Securities has the meaning ascribed to it in Section 5.1.

    (c)  Applicable Period has the meaning ascribed to it in Section 3.1(c).


<PAGE>
    (d)  Change In Control has the meaning ascribed to it in Section 2.1.

    (e)  Code means the Internal Revenue Code of 1986, as amended.

    (f)  Committee means the Compensation Committee of the Board of Directors
of the Company.

    (g)  Company means CompUSA Inc., a Delaware corporation.

    (h)  Constructively Terminated has the meaning ascribed to it in Section
3.1(f).

    (i)  Covenants has the meaning ascribed to it in Section 5.1.

    (j)  Determination has the meaning ascribed to such term in Section
1313(a) of the Code.

    (k)  Effective Date means May 1, 1996.

    (l)  Eligible Category has the meaning ascribed to it in Section 1.3.

    (m)  Employer refers collectively to the Company and any of its
subsidiaries and other affiliates that adopt the Plan in accordance with
Section 6.4.  Each Participant shall be deemed to be employed by the Company
and all compensation and benefits paid or provided to a Participant by any
Employer at any time shall be deemed to have been paid or provided to the
Participant by the Company regardless of whether a Participant's actual
Employer is the Company or is a subsidiary or other affiliate of the Company.

    (n)  ERISA means the Employee Retirement Income Security Act of 1974, as
amended.

    (o)  Excise Tax has the meaning ascribed to it in Section 4.1.

    (p)  Good Reason has the meaning ascribed to it in Section 3.1(e).

    (q)  Gross Up Payment has the meaning ascribed to it in Section 4.1.

    (r)  Incentive Plan means the CompUSA Inc. Long-Term Incentive Plan, as
amended from time to time.

    (s)  Options has the meaning ascribed to it in Section 5.1.

    (t)  Participant means an individual who satisfies the requirements of
Article I to participate in the Plan.

    (u)  Parachute Payments has the meaning ascribed to such term in Section
280G(b)(2) of the Code.

    (v)  Plan means the CompUSA Inc. 1996 Change In Control Termination Plan.

    (w)  Restricted Stock has the meaning ascribed to it in Section 5.1.


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    (x)  Rights Agreement has the meaning ascribed to it in Section 2.1.

    (y)  Target Bonus means, with respect to each Participant, the dollar
amount that is equal to the established percentage of such Participant's base
salary that would be paid to the Participant under the management incentive
bonus plan of Employer assuming the measurement criteria contained in such
plan with respect to the Participant were achieved for the bonus period in
which the Change In Control occurred.

    (z)  Termination Payment has the meaning ascribed to it in Section
3.1(a)(i).

    (aa) Triggering Termination has the meaning ascribed to it in Section
3.1(d).


