
<PAGE>

                                AMENDMENT TO THE
                     COMPUSA INC. DEFERRED COMPENSATION PLAN

WHEREAS, CompUSA Inc. (the "Company") is the employer and sponsor of the CompUSA
Inc. Deferred Compensation Plan (the "CompDC Plan"), which is a nonqualified
plan maintained for a select group of management and highly compensated
employees; and

WHEREAS, the CompSavings Plan Committee, acting on behalf of the Company, is
authorized to amend the CompDC Plan from time to time; and

WHEREAS, the CompSavings Plan Committee has authorized an amendment to the
CompDC Plan to permit forfeitures from the accounts of terminated participants
to be used for the payment of CompDC Plan administrative expenses as more
specifically set forth below;

NOW, THEREFORE, the CompDC Plan is amended as follows:

1.       The second sentence of Section 6.2.1 of the CompDC Plan regarding
         forfeitures upon termination of employment is deleted in its entirety
         and replaced with the following language:

                  FORFEITURES RESULTING FROM THE PLAN SHALL BE USED TO PAY PLAN
                  FEES AND EXPENSES AND TO OFFSET THE AMOUNT OF FUTURE MATCHING
                  CONTRIBUTIONS AND SUPPLEMENTAL MATCHING CONTRIBUTIONS.

2.       Section 7.6 regarding administrative expenses is amended and restated
         in its entirety to read as follows:

                  UNLESS PAID FROM ASSETS HELD IN THE TRUST, ALL EXPENSES
                  INCURRED IN THE ADMINISTRATION OF THE PLAN SHALL BE PAID BY
                  THE EMPLOYERS.

3.       The foregoing amendments shall be effective as of the date hereof.

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

Date: November 23, 1998          COMPUSA INC.

                                 By: /s/ Mel McCall
                                    -------------------------------------
                                         Mel McCall
                                         Senior Vice President - Human Resources




