MICROAGE, INC. COMPENSATION TRUST







                             DATED: February 1, 1998
<PAGE>
                        MICROAGE, INC. COMPENSATION TRUST



                  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 JEFFREY D.  McKEEVER  (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:
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                                    SECTION 1

                             ESTABLISHMENT OF TRUST
                             ----------------------

         1.1 The Company  hereby  deposits with the Trustee in trust Ten Dollars
($10.00), 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.

         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
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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
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.
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                  (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).

         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 minimus amount held
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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.


                                    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
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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
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.
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         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.

         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.
                                       8
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                                   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
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.
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                                   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
1, 1998.


         IN WITNESS WHEREOF,  the Company and the Trustee have caused this Trust
Agreement to be executed by their duly authorized representatives on the 1st day
of February 1, 1998.


                                        MICROAGE, INC.



                                        By: /s/ Jeffrey D. McKeever
                                           ----------------------------------
                                           Its:
                                               -----------------------------


                                        NORTHERN TRUST BANK OF ARIZONA, N.A.



                                        By: /s/ Cynthia Hazeltine
                                           ----------------------------------
                                           Its:
                                               -----------------------------

                                       10
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                                   APPENDIX A
                                   ----------



         1. Jeffrey D. McKeever  Supplemental  Executive  Retirement Plan, dated
October 1, 1992, as amended from time to time.

         2.  Jeffrey D.  McKeever  Amended &  Restated  Split  Dollar  Insurance
Agreement, dated December 14, 1994.



                                      * * *

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