FIRST AMENDMENT TO THE
                                 MICROAGE, INC.
                       EXECUTIVE SUPPLEMENTAL SAVINGS PLAN

         The MicroAge, Inc. Executive Supplemental Savings Plan (the "Plan"), as
amended and restated effective November 1, 1996, is hereby amended as follows:

         1.       Section 3.1 of the Plan is hereby amended and restated in its
entirety to read as follows:

                  3.1      GENERAL.  Participation  in the Plan shall be limited
         to those  individuals  who are members of one of the following
         categories:

                  (1)      Leadership Team members;
                  (2)      Individuals  employed  by  the  Company  or by an
                           Affiliate  as a  General  Manager  of any
                           Company-owned reseller location (or any equivalent
                           employment position);
                  (3)      Individuals employed by the Company or by an
                           Affiliate as a Service Manager of any Company-owned
                           reseller location (or any equivalent employment
                           position) who is selected by the Chairman of the
                           Board of Directors for participation in the Plan; or
                  (4)      Other individuals providing services to Plan Sponsors
                           who are selected by the Compensation Committee of the
                           Board of Directors for participation in the Plan.

         The Company has determined that all individuals designated in
         subparagraphs (1) and (2) above hold a key position of management and
         responsibility and that those individuals presently constitute a select
         group of management or highly compensated employees for purposes of
         Title I of ERISA. Neither the Chairman of the Board of Directors nor
         the Compensation Committee of the Board of Directors shall select any
         individual for participation in the Plan pursuant to subparagraph (3)
         or (4) above who does not hold a key position of management and
         responsibility with a Plan Sponsor or who does not fit within the
         select group of management or highly compensated employees covered by
         this Plan. The Compensation Committee of the Board of Directors shall
         have the full discretion and authority to exclude an individual from
         participation in the Plan if it concludes that such individual does not
         hold a key position of management and responsibility or is not properly
         included in the select group of management or highly compensated
         employees covered by the Plan. The Compensation Committee's decision
         shall be made in its discretion and shall be final and binding for all
         purposes under this Plan. The Plan Administrator shall have the full
         discretion and authority to determine the effective date of
         participation for any individual who is designated for participation in
         the Plan pursuant to the terms of this Section 3.1. The exercise of
         such discretion by the Plan Administrator shall be evidenced by a
         written notification of eligibility delivered to the individual
         designated for participation and shall constitute a final and binding
         decision.

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         3.       The first  sentence of Section  3.3 of the Plan is hereby
amended  and  restated in its  entirety as follows:

         Once an individual is designated as a Participant, he will continue as
         such for all future Plan Years unless and until the individual is no
         longer categorized as an individual entitled to participate in the Plan
         pursuant to Section 3.1 above, or the Compensation Committee of the
         Board of Directors specifically acts to discontinue the individual's
         participation, or the Participant's participation is suspended pursuant
         to Section 5.3(c) hereof.

         4.       Section 4.1 of the Plan is hereby amended and restated in its
entirety to read as follows:

                  4.1 PARTICIPANT CONTRIBUTIONS. For any Plan Year, a
         Participant may elect to defer a portion

         of the Base Salary and/or the Bonuses otherwise payable to him. Any
         such deferrals shall be made in accordance with such rules and
         procedures regarding Participant deferrals promulgated by the Plan
         Administrator from time to time. Participants shall designate their
         elective deferrals on the appropriate form prescribed by the Plan
         Administrator. All Participant elections are subject to the Plan
         Administrator's authority to limit the amount of a Participant's
         Deferral Contributions in accordance with such uniform rules as it may
         adopt from time to time. All Deferral Contributions shall be made by
         the Plan Sponsor directly to the Trust.

         5.       The final  sentence of Section  11.2(b) of the Plan is hereby
amended and restated in its entirety as follows:

         The Compensation Committee of the Board of Directors shall have the
         discretion to exclude an individual from participation in the Plan
         pursuant to Section 3.1 above and to discontinue a Participant's
         participation in the Plan pursuant to Section 3.3 above.

         6.       The provisions of this Amendment shall be effective as of
January 1, 1997.

         7.       Except as otherwise amended above, the Plan shall continue in
full force and effect.

         To signify  the  adoption of this First  Amendment,  MicroAge,  Inc.
has caused  this First  Amendment  to be executed by its duly authorized officer
on this 31st day of January, 1997.

                                              MicroAge, Inc.



                                              By  /s/ Jeffrey D. Mekeever
                                                 -------------------------------
                                              Its Chairman of the Board and
                                                 -------------------------------
                                                  Chief Executive Officer