MICROAGE, INC. COMPENSATION TRUST
                                FOR ALAN P. HALD

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                        MICROAGE, INC. COMPENSATION TRUST
                                FOR ALAN P. HALD


     THIS TRUST  AGREEMENT  is made and entered  into by and  between  MICROAGE,
INC., a Delaware corporation (the "Company") and NORTHERN TRUST BANK OF ARIZONA,
N.A. (the "Trustee").

     WHEREAS,  the Company has adopted  certain plans or agreements  for ALAN P.
HALD (hereinafter collectively referred to as the "Plan") attached as Appendix A
and incorporated herein by this reference;

     WHEREAS,  the Company has incurred or expects to incur  liability under the
terms of the Plan with respect to individuals participating in the Plan;

     WHEREAS,  the Company wishes to establish a trust  (hereinafter  called the
"Trust")  and to  contribute  to the Trust  assets  that shall be held  therein,
subject to the claims of the  Company's  creditors in the event of the Company's
Insolvency,  as  herein  defined,  until  paid to Plan  participants  and  their
beneficiaries in such manner and at such times as specified in the Plan;

     WHEREAS,  it is  the  intention  of  the  parties  that  this  Trust  shall
constitute an unfunded  arrangement  and shall not affect the status of the Plan
as  an  unfunded  plan   maintained  for  the  purpose  of  providing   deferred
compensation  for a select group of management or highly  compensated  employees
for purposes of Title I of the Employee  Retirement Income Security Act of 1974;
and

     WHEREAS,  it is the intention of the Company to make  contributions  to the
Trust to  provide  itself  with a source of funds to assist  it in  meeting  its
liabilities under the Plan.

     NOW,  THEREFORE,  the parties do hereby  establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:

                                    SECTION 1
                             ESTABLISHMENT OF TRUST

     1.1 The  Company  hereby  deposits  with the  Trustee  in trust  all of the
Company's  right,  title  and  interest  in and to  certain  insurance  policies
insuring  the life of Alan P.  Hald  which  are being  assigned  to the  Trustee
simultaneously  with the execution of this Trust  Agreement,  which shall become
the  principal  of the Trust to be held,  administered  and  disposed  of by the
Trustee as provided in this Trust Agreement.

     1.2 The Trust hereby established shall be irrevocable.

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     1.3 The Trust is  intended to be a grantor  trust,  of which the Company is
the grantor,  within the meaning of subpart E, part 1,  subchapter J, chapter 1,
subtitle  A of the  Internal  Revenue  Code of 1986,  as  amended,  and shall be
construed accordingly.

     1.4 The  principal  of the Trust,  and any earnings  thereon  shall be held
separate and apart from other funds of the Company and shall be used exclusively
for the uses and purposes of Plan  participants and general  creditors as herein
set forth.  Plan  participants and their  beneficiaries  shall have no preferred
claim on, or any beneficial  ownership interest in, any assets of the Trust. Any
rights created under the Plan and this Trust  Agreement  shall be mere unsecured
contractual  rights of Plan  participants  and their  beneficiaries  against the
Company.  Any  assets  held by the Trust  will be  subject  to the claims of the
Company's  general  creditors  under  federal  and  state  law in the  event  of
Insolvency, as defined in Section 3.1 herein.

     1.5 The Company,  in its sole discretion,  may at any time, or from time to
time,  make  additional  deposits  of cash or other  property  in trust with the
Trustee to augment the principal to be held, administered and disposed of by the
Trustee as  provided in this Trust  Agreement.  Neither the Trustee nor any Plan
participant  or  beneficiary  shall  have any  right to compel  such  additional
deposits.

                                    SECTION 2
                          PAYMENTS TO PLAN PARTICIPANTS
                             AND THEIR BENEFICIARIES

     2.1 The  Company  shall  deliver to the  Trustee a schedule  (the  "Payment
Schedule")   that  indicates  the  amounts  payable  in  respect  of  each  Plan
participant  (and his or her  beneficiaries),  that  provides a formula or other
instructions  acceptable to the Trustee for  determining the amounts so payable,
the form in which such amount is to be paid (as provided for or available  under
the Plan), and the time of commencement  for payment of such amounts.  Except as
otherwise  provided  herein,  the  Trustee  shall  make  payments  to  the  Plan
participants and their  beneficiaries in accordance with such Payment  Schedule.
The Company shall have the sole  responsibility for all tax withholding  filings
and reports.  The Trustee shall withhold such amounts from  distributions as the
Company directs and shall follow the instructions of the Company with respect to
remission of such withheld amounts to appropriate governmental authorities.

     2.2 The entitlement of a Plan  participant or his or her  beneficiaries  to
benefits  under the Plan shall be  determined by the Company or such party as it
shall  designate  under  the  Plan,  and any  claim  for such  benefit  shall be
considered and reviewed under the procedures set out in the Plan.

     2.3 The Company may make payment of benefits  directly to Plan participants
or their  beneficiaries  as they  become  due under  the terms of the Plan.  The
Company  shall  notify the Trustee of its  decision to make  payment of benefits
directly  prior  to the  time  amounts  are  payable  to  participants  or their
beneficiaries.  In addition,  if the  principal  of the Trust,  and any earnings

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thereon,  are not sufficient to make payments of benefits in accordance with the
terms of the Plan, the Company shall make the balance of each such payment as it
falls due. The Trustee shall notify the Company where principal and earnings are
not sufficient.

                                    SECTION 3
                    TRUSTEE RESPONSIBILITY REGARDING PAYMENTS
                 TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT

     3.1 The Trustee  shall cease payment of benefits to Plan  participants  and
their beneficiaries if the Company is Insolvent. The Company shall be considered
"Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to
pay its debts as they  become  due,  or (ii) the Company is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.

     3.2 At all times  during the  continuance  of this  Trust,  as  provided in
Section 1.4 hereof,  the  principal  and income of the Trust shall be subject to
claims of general  creditors of the Company  under  federal and state law as set
forth below.

          (a) The Board of  Directors  and the Chief  Executive  Officer  of the
Company  shall have the duty to inform the  Trustee in writing of the  Company's
Insolvency.  If a person  claiming to be a creditor  of the  Company  alleges in
writing to the Trustee that the Company has become Insolvent,  the Trustee shall
determine whether the Company is Insolvent and, pending such determination,  the
Trustee  shall  discontinue  payment of benefits to Plan  participants  or their
beneficiaries.

          (b)  Unless  the  Trustee  has  actual   knowledge  of  the  Company's
Insolvency, or has received notice from the Company or a person claiming to be a
creditor alleging that the Company is Insolvent,  the Trustee shall have no duty
to inquire whether the Company is Insolvent.  The Trustee may in all events rely
on such evidence  concerning  the Company's  solvency as may be furnished to the
Trustee and that  provides  the  Trustee  with a  reasonable  basis for making a
determination concerning the Company's solvency.

          (c) If at any time the  Trustee  has  determined  that the  Company is
Insolvent,  the Trustee shall discontinue payments to Plan participants or their
beneficiaries  and shall  hold the  assets of the Trust for the  benefit  of the
Company's  general  creditors.  Nothing in this Trust Agreement shall in any way
diminish any rights of Plan participants or their  beneficiaries to pursue their
rights as general  creditors  of the Company  with respect to benefits due under
the Plan or otherwise.

          (d)  The  Trustee  shall  resume  the  payment  of  benefits  to  Plan
participants or their  beneficiaries  in accordance with Section 2 of this Trust
Agreement  only  after  the  Trustee  has  determined  that the  Company  is not
Insolvent (or is no longer Insolvent).

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     3.3 Provided that there are sufficient assets, if the Trustee  discontinues
the  payment of  benefits  from the Trust  pursuant  to  Section  3.2 hereof and
subsequently   resumes  such   payments,   the  first  payment   following  such
discontinuance  shall include the  aggregate  amount of all payments due to Plan
participants or their  beneficiaries  under the terms of the Plan for the period
of such  discontinuance,  less the aggregate amount of any payments made to Plan
participants  or their  beneficiaries  by the  Company  in lieu of the  payments
provided for hereunder during any such period of discontinuance.

                                    SECTION 4
                             PAYMENTS TO THE COMPANY

     4.1 Except as provided in Section 3 hereof, the Company shall have no right
or power to direct the  Trustee to return to the  Company or to divert to others
any of the Trust  assets  before all payment of benefits  have been made to Plan
participants and their beneficiaries pursuant to the terms of the Plan.

                                    SECTION 5
                              INVESTMENT AUTHORITY

     5.1 In no event may the Trustee  invest in securities  (including  stock or
rights to acquire stock) or obligations  issued by the Company,  other than a de
minimis amount held in common investment  vehicles in which the Trustee invests.
All rights associated with assets of the Trust shall be exercised by the Trustee
or the person designated by the Trustee, and shall in no event be exercisable by
or rest with Plan participants.

     5.2 The Company shall have the right at anytime,  and from time to time, in
its sole  discretion,  to  substitute  assets of equal fair market value for any
asset  held  by the  Trust.  This  right  is  exercisable  by the  Company  in a
nonfiduciary  capacity  without  the  approval  or  consent  of any  person in a
fiduciary capacity.

                                    SECTION 6
                              DISPOSITION OF INCOME

     6.1 During the term of this Trust, all income received by the Trust, net of
expenses and taxes, shall be accumulated and reinvested.

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                                    SECTION 7
                            ACCOUNTING BY THE TRUSTEE

     7.1  The  Trustee  shall  keep   accurate  and  detailed   records  of  all
investments,  receipts, disbursements, and all other transactions required to be
made, including such specific records as shall be agreed upon in writing between
the Company and the Trustee. Within 60 days following the close of each calendar
year and within 60 days after the removal or  resignation  of the  Trustee,  the
Trustee shall deliver to the Company a written account of its  administration of
the  Trust  during  such year or during  the  period  from the close of the last
preceding  year to the date of such removal or  resignation,  setting  forth all
investments,  receipts,  disbursements  and other  transactions  effected by it,
including a description  of all securities  and  investments  purchased and sold
with the cost or net proceeds of such purchases or sales (accrued  interest paid
or receivable  being shown  separately),  and showing all cash,  securities  and
other  property  held in the  Trust at the end of such year or as of the date of
such removal or resignation, as the case may be.

                                    SECTION 8
                          RESPONSIBILITY OF THE TRUSTEE

     8.1 The Trustee  shall act with the care,  skill,  prudence  and  diligence
under the  circumstances  then  prevailing  that a prudent person acting in like
capacity  and  familiar  with  such  matters  would  use  in the  conduct  of an
enterprise of a like character and with like aims, provided,  however,  that the
Trustee shall incur no liability to any person for any action taken  pursuant to
a direction,  request or approval given by the Company which is contemplated by,
and in  conformity  with,  the  terms of the Plan or this  Trust and is given in
writing by the  Company.  In the event of a dispute  between  the  Company and a
party, the Trustee may apply to a court of competent jurisdiction to resolve the
dispute.  The Trustee shall not be liable,  to the extent  permitted by law, for
compliance with the investment  directions as communicated to the Trustee by the
Company.

     8.2 The Trustee may consult with legal counsel (who may also be counsel for
the  Company  generally)  with  respect  to  any of its  duties  or  obligations
hereunder.

     8.3  The  Trustee  may  hire  agents,  accountants,  actuaries,  investment
advisors,   financial  consultants  or  other  professionals  to  assist  it  in
performing any of its duties or obligations hereunder.

     8.4 The Trustee  shall have,  without  exclusion,  all powers  conferred on
trustees  by  applicable  law,  unless  expressly   provided  otherwise  herein,
provided, however, that if an insurance policy or collateral assignment interest
therein is held as an asset of the  Trust,  the  Trustee  shall have no power to
name a beneficiary  of the policy other than the Trust,  to assign the policy or
collateral  assignment  interest  therein (as distinct  from  conversion  of the
policy to a different form) other than to a successor Trustee, or to loan to any
person  the  proceeds  of  any  borrowing  against  such  policy  or  collateral
assignment interest therein.

     8.5  However,  notwithstanding  the  provisions  of Section 8.4 above,  the
Trustee  may loan to the  Company  the  proceeds  of any  borrowing  against  an

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insurance policy or collateral  assignment  interest therein held as an asset of
the Trust, provided the Plan participant or policy owner authorizes such loan in
writing.

     8.6  Notwithstanding  any powers granted to Trustee  pursuant to this Trust
Agreement or to applicable  law, the Trustee shall not have any power that could
give this Trust the  objective  of carrying on a business and dividing the gains
therefrom,  within the  meaning  of  section  301.7701-2  of the  Procedure  and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.

     8.7 Any cost or expense  incurred in connection with the performance of the
Trustee's responsibilities under this Section 8 (including the hiring of agents,
attorneys,  accountants,  etc.) shall be a proper  expense of this Trust and the
Trustee  shall not be liable  for the  payment of such  costs or  expenses.  The
Company shall reimburse the Trustee for any such cost or expense incurred by the
Trustee in connection  with the  performance of its duties and  responsibilities
under this Section 8.

     8.8 The  Company  (which has the  authority  to do so under the laws of its
state of incorporation)  shall indemnify the Trustee,  and defend it and hold it
harmless  from and against any and all  liabilities,  losses,  claims,  suits or
expenses (including  attorneys' fees) of whatsoever kind and nature which may be
imposed upon,  asserted against or incurred by the Trustee at any time by reason
of its provision of services under this Trust Agreement,  its status as Trustee,
or by reason of any act or failure to act under the Trust  Agreement,  except to
the extent that any such liability,  loss claim, suit or expense arises directly
from the  Trustee's  negligence  or willful  misconduct  in the  performance  of
responsibilities  specifically  allocated to it under the Trust Agreement.  This
paragraph shall survive the termination of this Trust Agreement.

                                    SECTION 9
                    COMPENSATION AND EXPENSES OF THE TRUSTEE

     9.1 The Company shall pay all expenses  associated with the  administration
of the Trust including the Trustee's fees and expenses. If not so paid, the fees
and expenses shall be paid from the Trust.

                                   SECTION 10
                     RESIGNATION AND REMOVAL OF THE TRUSTEE

     10.1 The Trustee may resign at any time by written  notice to the  Company,
which shall be effective 30 days after receipt of such notice unless the Company
and the Trustee agree otherwise.

     10.2 The  Trustee  may be removed by the  Company on 30 days notice or upon
shorter notice accepted by the Trustee.

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     10.3 Upon  resignation  or  removal of the  Trustee  and  appointment  of a
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee.  The transfer shall be completed within 30 days after receipt of notice
of resignation, removal or transfer, unless the Company extends the time limit.

     10.4 If the Trustee resigns or is removed,  a successor shall be appointed,
in accordance  with Section 11 hereof,  by the effective  date of resignation or
removal under Section 10.1 or 10.2. If no such  appointment  has been made,  the
Trustee may apply to a court of  competent  jurisdiction  for  appointment  of a
successor or for  instructions.  All expenses of the Trustee in connection  with
the proceeding shall be allowed as administrative expenses of the Trust.

                                   SECTION 11
                            APPOINTMENT OF SUCCESSOR

     11.1 If the Trustee  resigns or is removed in accordance  with Section 10.1
or 10.2 hereof,  the Company may appoint only a corporate trustee as a successor
to replace the Trustee upon  resignation or removal.  The  appointment  shall be
effective when accepted in writing by the new Trustee, who shall have all of the
rights and powers of the former Trustee, including ownership rights in the Trust
assets. The former Trustee shall execute any instrument  necessary or reasonably
requested by the Company or the successor Trustee to evidence the transfer.

     11.2 The  successor  Trustee  need not  examine the records and acts of any
prior  Trustee and may retain or dispose of existing  Trust  assets,  subject to
Sections 7 and 8 hereof.  The successor Trustee shall not be responsible for and
the Company shall  indemnify and defend the successor  Trustee from any claim or
liability resulting from any action or inaction of any prior Trustee or from any
other past event, or any condition existing at the time it becomes the successor
Trustee.

                                   SECTION 12
                            AMENDMENT OR TERMINATION

     12.1 This Trust Agreement may be amended by a written  instrument  executed
by the Trustee and the Company. Notwithstanding the foregoing, no such amendment
shall conflict with the terms of a Plan or shall make the Trust revocable.

     12.2  The  Trust  shall  not  terminate   until  the  date  on  which  Plan
participants and their beneficiaries are no longer entitled to benefits pursuant
to the terms of the Plan. Upon  termination of the Trust any assets remaining in
the Trust shall be returned to the Company.

     12.3 Upon written  approval of  participants or  beneficiaries  entitled to
payment of benefits pursuant to the terms of the Plan, the Company may terminate

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this Trust prior to the time all benefit payments under the Plan have been made.
All assets in the Trust at termination shall be returned to the Company.

                                   SECTION 13
                                  MISCELLANEOUS

     13.1 Any  provision  of this  Trust  Agreement  prohibited  by law shall be
ineffective  to the extent of any such  prohibition,  without  invalidating  the
remaining provisions hereof.

     13.2  Benefits  payable to the Plan  participants  and their  beneficiaries
under this Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.

     13.3 This Trust  Agreement shall be governed by and construed in accordance
with the laws of the State of Arizona.

                                   SECTION 14
                                 EFFECTIVE DATE

     14.1  The  effective  date  of  this  Trust   Agreement   shall  be  as  of
February 23, 1999.

     IN WITNESS  WHEREOF,  the Company  and the  Trustee  have caused this Trust
Agreement to be executed by their duly authorized  representatives on  the  23rd
day of February, 1999.


                                        MICROAGE, INC.



                                        By: /s/ James R. Daniel
                                           --------------------------------
                                           Its: Exec VP & CFO
                                               ----------------------------


                                        NORTHERN TRUST BANK OF ARIZONA, N.A.


                                        By: /s/ Cynthia Hazeltina
                                           --------------------------------
                                           Its: Vice President
                                               ----------------------------

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