SECOND AMENDMENT TO THE

                                 MICROAGE, INC.
                             RETIREMENT SAVINGS PLAN

     Effective July 1, 1988,  MicroAge,  Inc. (the  "Company")  established  the
MicroAge, Inc. Retirement Savings Plan (the "Plan") for its employees.  The Plan
was most recently amended and restated in its entirety  effective as of November
2,  1998.  The Plan  was  subsequently  amended  by a First  Amendment.  By this
instrument,  the Company intends to amend the Plan to allow direct participation
in the Plan by ESSP  Participants  and to provide the  Advisory  Committee  with
authority to establish policies and procedures  governing the amount of Elective
Deferrals that may be made by the ESSP Participants.

     1. This Second Amendment is effective as of March 1, 2000.

     2. This Second Amendment shall amend only the provisions of the Plan as set
forth herein,  and those provisions not expressly amended shall be considered in
full force and effect.

     3.  Section  4.1(b) of the Plan is hereby  amended by  restating  the first
paragraph  thereof in its entirety to provide as follows:

                    (b) SPECIAL RULES FOR ESSP PARTICIPANTS.  Effective March 1,
               2000,  ESSP  Participants  shall  be  allowed  to  make  Elective
               Deferrals directly to this Plan.  Moreover,  following the end of
               the  1999-2000  Plan Year,  Elective  Deferrals  may be made by a
               direct  transfer to the  Trustee  from the trustee of the ESSP on
               behalf of each ESSP  Participant who is an active Employee on the
               day such  transfer  is made to this Plan.  The amount of Elective
               Deferrals  made by a ESSP  Participant  directly to this Plan and
               those amounts transferred to this Plan from the ESSP on behalf of
               each  such  Participant  shall  not  exceed  the least of (1) the
               dollar limitation  imposed by Section 402(g) of the Code for such
               year or (2) the maximum  amount that may be  transferred  to this
               Plan  without  causing  this Plan to violate the ADP  limitations
               described  in  Section  4.3 for the  Plan  Year or (3) any  other
               applicable limitation.

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     4.  Section  4.1(b)(3)  of the Plan is hereby  amended and  restated in its
entirety to provide as follows:

                    (3) The  amount  transferred  to this  Plan from the ESSP on
               behalf  of  each  electing   Participant  who  also  is  an  ESSP
               Participant  shall  equal the lesser of (i) the amount  available
               for transfer  pursuant to the ESSP for the relevant  Plan Year or
               (ii) an amount equal to the  Participant's  Compensation  for the
               Plan  Year   multiplied  by  the  "maximum  ADP"  for  the  group
               consisting of ESSP Participants who also are Participants in this
               Plan  (calculated in accordance  with the principles set forth in
               Section 4.3(b)(1)).  For purposes of the preceding sentence,  the
               "maximum  ADP" is the  highest ADP that could be  contributed  by
               ESSP  Participants  who also are Participants in the Plan without
               requiring  the return of any  Excess  Contributions  pursuant  to
               Section  4.3(d).  In  making  this  determination,  the  Advisory
               Committee  may  increase  the maximum ADP of the  remaining  ESSP
               Participants  if  others  will not be  transferring  the  maximum
               amount  permitted.  Appropriate  adjustments will be made to take
               into account any Elective  Deferrals made by an ESSP  Participant
               during a Plan  Year  either  prior to the  effective  date of his
               participation  in the ESSP or after  February 29, 2000,  with the
               manner of adjustment  to be determined by the Advisory  Committee
               in accordance  with rules and procedures of uniform  application.
               In the event that an ESSP  Participant is not an active  Employee
               on the day that the transfer  contemplated by this Section 4.1(b)
               is made to this Plan, no transfer shall be made on behalf of such
               ESSP Participant and the "amount  available for transfer pursuant
               to the  ESSP""referred  to in clause (i) above shall be deemed to
               be zero.

     5.  Section  4.1(d) of the Plan is hereby  amended by the  addition  of the
following sentence to the end thereof:

          Elective   Deferrals  for  ESSP   Participants  are  subject  to  such
          limitations (e.g., a cap on Elective Deferrals of six percent (6%)) as
          may be set  forth  in  the  policies  and  procedures  adopted  by the
          Advisory Committee.

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     To signify its  adoption  of this Second  Amendment,  MicroAge,  Inc.,  has
caused this Second  Amendment to be executed by its duly  authorized  officer on
this 15th day of March, 2000.

                                            MICROAGE, INC.



                                            By:  /s/ Jeffrey D. McKeever
                                                 ---------------------------
                                                 Jeffrey D. McKeever
                                                 Chairman of the Board