Amd. #2 To 401(k) Matched Savings Plan

EXHIBIT 10.2


AMENDMENT TWO TO
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN


WHEREAS, effective January 1, 1988, CompuCom Systems, Inc. (the "Company") established the CompuCom Systems, Inc. 401(k) Matched Savings Plan (the "Plan") for the benefit of employees of the Company and its affiliated entities; and


WHEREAS, the Company amended and restated the Plan in its entirety, effective as of May 1, 1996 and adopted Amendment One to the Plan, effective on January 1, 1998; and


WHEREAS, the Company acquired ECC II Corporation on January 26, 1998 ("Acquisition Date") and desires to amend the Plan to grant past service credit to those persons employed ...