
<PAGE>

                                                                      EXHIBIT 99
 
                                                         AS RESTATED AND AMENDED
                                                               NOVEMBER 19, 1996


                                 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.

                                      -2-
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     1.24. Option Price means the price to be paid by a Participant for a
share of Stock upon exercise of an Option.

     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.

                                      -3-
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     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.

     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 May 8, 2005.

     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
pursuant to the Plan may not exceed 20,788,736  shares.  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

                                      -4-
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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 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).

                                      -5-
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     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 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

                                      -6-
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     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; 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.

                                      -7-
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     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 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

                                      -8-
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     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 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

                                      -9-
<PAGE>
 
         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.

     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

                                      -10-
<PAGE>
 
     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 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

                                      -11-
<PAGE>
 
     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.

     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.

                                   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.

                                      -12-
<PAGE>
 
     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 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."

                                      -13-
<PAGE>
 
          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 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.

                                      -14-
<PAGE>
 
     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 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.
                                      -15-
<PAGE>
 
     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 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:

                                      -16-
<PAGE>
 
          (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.

          (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.

                                      -17-
<PAGE>
 
          (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 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.

                                      -18-
<PAGE>
 
     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 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

                                      -19-
<PAGE>
 
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 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, 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 number of shares of Stock available
for the purpose 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.

                                      -20-
<PAGE>
 
     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.

                                      -21-
