AGREEMENT

TRUST AGREEMENT  (hereinafter  referred to as "the  Agreement") made and entered
into this 1st day of August, 1999, by and between MICROAGE, INC. ("the Company")
and PRUDENTIAL TRUST COMPANY, a Pennsylvania Corporation ("the Trustee").

WHEREAS,  the Company has adopted the non-qualified  deferred  compensation plan
known as MicroAge, Inc. Executive Supplemental Savings Plan ("the Plan"); and

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

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; and

WHEREAS,  it is the  intention  of the  parties  hereto  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 hereto do hereby establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:
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SECTION I. ESTABLISHMENT OF TRUST.

(a)  The Company  will deposit with the Trustee an amount which shall be held in
     trust  and  which  shall  become  the  principal  of the  Trust to be held,
     administered and disposed of by the Trustee as provided in this Agreement.

(b)  The Trust hereby established shall be irrevocable.

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

(d)  The principle 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 shall be mere
     unsecured  contractual rights of Plan participants and their  beneficiaries
     against the Company.

(e)  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  Agreement.  Neither the Trustee nor any
     Plan  participant  or  beneficiary  shall  have any  right to  compel  such
     additional deposits.

(f)  The Trust  shall at all times be  subject  to the  claims of the  Company's
     general creditors as set forth in Section 3 of this Agreement.

SECTION 2. PAYMENTS BY THE TRUSTEE.

(a)  The Company  shall  deliver to the Trustee  instructions  acceptable to the
     Trustee  for  determining  the  amounts  payable  to each Plan  participant
     hereunder  (including  his or her  beneficiaries),  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

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<PAGE>
     provided herein,  the Trustee shall make payments to Plan  participants and
     their beneficiaries in accordance with such instructions. The Trustee shall
     deduct  from  each  payment  under  this  Agreement,  based on  information
     provided  to the  Trustee  by the  Company,  any  federal,  state  or local
     withholding  or other taxes or charges which the Trustee may be required to
     deduct under applicable laws.

(b)  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 benefits shall be
     considered and reviewed under the procedures set forth in the Plan.

(c)  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  payment  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
     in any event in which the principal and earnings are not sufficient.

(d)  Notwithstanding any provision of this agreement to the contrary,  if at any
     time the Trust is finally  determined by the Internal  Revenue Service (the
     "IRS") not to be a "grantor trust",  with the result that the income of the
     Trust is not treated as income of the Company  pursuant to Sections 671-679
     of the Code, or if a tax is finally  determined by the IRS to be payable by
     Plan  participants  or  their  beneficiaries  with  respect  to the  vested
     interest in the entire  value of the  accounts  maintained  under the Trust
     prior to the final distribution of the assets of such accounts to such Plan
     participants  or their  beneficiaries,  then the  Trust  shall  immediately
     continue to hold the assets in the Trust pending further  instruction  from
     the Company.

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<PAGE>
SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN
           COMPANY IS INSOLVENT.

(a)  The Trustee shall cease payment of benefits to Plan  participants and their
     beneficiaries, as provided in 2(d) hereof, if the Company is Insolvent. 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 the Trustee receives a written  allegation that the Company
     has become Insolvent, the Trustee shall contact the Company and the Company
     shall  have the duty to  verify  whether  or not such  allegation  is true.
     Pending  such  confirmation,  the  Trustee  shall  discontinue  payment  of
     benefits to Plan participants and their beneficiaries, shall hold the Trust
     assets for the benefit of the Company's general creditors, and shall resume
     payment of benefits to Plan participants and their beneficiaries only after
     the Trustee is informed by the Company  that it is not  Insolvent  or after
     receipt of an order of a court of competent jurisdiction. In performing its
     duties  hereunder,  the  Trustee  may rely on a letter  from the  Company's
     independent  auditors  as to the  Company's  financial  status  or upon the
     representation of the Board of Directors and the Chief Executive Officer of
     the Company.  Prior to receipt of such notice from the Company or a written
     allegation  from a creditor of the Company,  the Trustee shall have no duty
     to inquire  whether the Company is  Insolvent  and may rely on  information
     concerning  the Company's  solvency which has been furnished to the Trustee
     by any person.  Nothing in this  Agreement  shall in any way  diminish  any
     rights of Plan participants and their  beneficiaries to pursue their rights
     as general  creditors  of the  Company  with  respect to  benefits  payable
     hereunder.

     The Company shall be considered  "Insolvent" for purposes of this 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, or (iii) the Company is determined to be Insolvent
     by  any  applicable  federal  and/or  state  regulatory  agency  which  has
     jurisdiction in such determination.

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

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<PAGE>
(c)  Provided there are sufficient assets, if the Trustee  discontinues  payment
     of benefits from the Trust  pursuant to Section (a) above and  subsequently
     resumes such  payments,  the first payment  following  such  discontinuance
     shall  include the aggregate  amount of all payments due Plan  participants
     and 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 and their beneficiaries by the Company in lieu of the payments
     provided for hereunder during any such period of discontinuance.

SECTION 4. PAYMENTS TO COMPANY.

     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.

(a)  The Trustee shall hold, invest and re-invest the assets of the Trust solely
     in  accordance  with the  investment  directions  provided by the  Company;
     provided,  however,  that the Trustee may, in its discretion,  delegate any
     custodial  responsibility  under this  Agreement to a corporate  trustee or
     insurance company.

(b)  The Company shall be responsible  for  transmitting  to the Trustee written
     instructions  for the  investment  and  reinvestment  of the  principal and
     income of the Trust in such shares and  proportions as the Company,  in its
     discretion,   and  pursuant  to  the  investment  directions  of  the  Plan
     participants, shall deem advisable.

(c)  The  Company  shall  have the  right and power at any time and from time to
     time to direct the Trustee to (i) to enter into one or more  contracts with
     any one or more legal reserve life insurance companies, (ii) to transfer to
     such  insurance  company such portion of the Trust Fund in accordance  with
     the terms of any such contract, and (iii) to hold any such contract as part
     of the Trust until  directed  otherwise by the Company.  The Company  shall
     have the right  and  power at any time and from  time to time,  in its sole
     discretion,  to direct the Trustee to (i) request any information  from any
     such insurance company necessary or appropriate to perform its duties under

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<PAGE>
     this Agreement,  or (ii) amend, modify or terminate any such contract.  The
     Trustee  shall  not  exercise  any  of  the  foregoing  powers,  rights  or
     privileges  except at the  direction  of the  Company.  In all respects any
     insurance  company  issuing any contract as described above shall deal with
     the Trustee as the  absolute  owner of any such  contract  and shall not be
     required to inquire as to the  authority  of the Trustee to act with regard
     to such contract.  Any such insurance  company may accept and rely upon any
     written notice, instruction,  direction, certificate or other communication
     from the Trustee which is signed by an officer of the Trustee.

(d)  The Trustee may invest in securities  (including stock or rights to acquire
     stock) or  obligations  issued by the  Company.  The  Trustee  may vote any
     corporate  stock  belonging  to the Trust and to give proxies or general or
     limited powers of attorney for the purpose of such voting to other persons,
     with or without power of substitution; provided that the Trustee shall vote
     stock of the Company only as directed by the Company.

(e)  The Company shall have the right at any time, 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 acting
     in a fiduciary capacity.

SECTION 6. DISPOSITION OF INCOME.

During the term of this  Agreement,  all income  received  by the Trust,  net of
expenses  and taxes,  shall be  accumulated  and  re-invested  unless  otherwise
directed by the Company.

SECTION 7. ACCOUNTING BY TRUSTEE.

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 30 days  following  the close of each  calendar
year and within 30 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

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<PAGE>
including a description  of all securities  and  investments  purchased and sold
with the cost of 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. POWERS AND RESPONSIBILITIES OF THE TRUSTEE.

(a)  The Trustee shall have no authority, control or responsibility with respect
     to the  Plan  or  Trust  other  than  as  specifically  set  forth  in this
     Agreement.

(b)  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
     Agreement and is given in writing by the Company. In the event of a dispute
     between the Company and a third party,  the Trustee may apply to a court of
     competent jurisdiction to resolve the dispute.

(c)  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.

(d)  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.

(e)  The Trustee shall have, without exclusion, all powers conferred on Trustees
     by applicable law, unless expressly  provided  otherwise herein,  provided,
     however, that if any insurance policy 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 (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.

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<PAGE>
(f)  However,  notwithstanding the provisions of Section 8(e) above, the Trustee
     may loan to the Company the proceeds of any borrowing  against an insurance
     policy held as an asset of the Trust.

(g)  Notwithstanding  any powers  granted to the 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.

SECTION 9. TAXES, EXPENSES AND COMPENSATION.

(a)  The  Company  shall  from  time  to time  pay  taxes  of any and all  kinds
     whatsoever which at any time are lawfully levied or assessed upon or become
     payable in respect of the Trust,  the income or any property forming a part
     thereof, or any security transaction pertaining thereto. To the extent that
     any taxes  lawfully  levied or assessed  upon the Trust are not paid by the
     Company, the Trustee shall pay such taxes out of the Trust. The Trustee may
     contest  the  validity  of taxes,  at the  direction  of, and in any manner
     deemed  appropriate  by, the  Company or its  counsel,  but only at Company
     expense and only if it has  received an  indemnity  bond or other  security
     satisfactory to it to pay such expenses.  Alternatively, the Company itself
     may contest the validity of any such taxes.

(b)  The Company  shall pay the Trustee  such  reasonable  compensation  for its
     services as may be agreed upon in writing  from time to time by the Company
     and the  Trustee.  The  Company  shall  also  pay the  reasonable  expenses
     incurred  by the  Trustee  in the  performance  of its  duties  under  this
     Agreement,  including brokerage  commissions and fees of counsel engaged by
     the Trustee pursuant to section (a) above.  Such  compensation and expenses
     shall be charged  against and paid from the Trust to the extent the Company
     does not pay such compensation.

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<PAGE>
SECTION 10. RESIGNATION AND REMOVAL OF TRUSTEE.

(a)  The Trustee may resign at any time by written notice to the Company,  which
     shall be  effective  60 days  following  receipt of such notice  unless the
     Company and the Trustee agree otherwise.

(b)  The Trustee may be removed by the Company on 60 days notice or upon shorter
     notice accepted by the Trustee.

(c)  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 90 days after receipt of
     notice of resignation,  removal or transfer, unless the Company extends the
     time limit.

(d)  If the Trustee resigns or is removed,  a successor  shall be appointed,  in
     accordance with Section 10 hereof,  by the effective date of resignation or
     removal  under  paragraph(s)  (a)  or  (b)  of  this  section.  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.

(a)  If the Trustee  resigns or is removed in  accordance  with  Section 9(a) or
     9(b) hereof,  the Company may appoint any third party, such as a bank trust
     department  or other  party that may be granted  corporate  trustee  powers
     under state law, as a successor to replace the Trustee upon  resignation or
     removal. The appointment shall be effective when accepted in writing by the
     new  Trustee,  which  shall have all of the rights and powers of the former
     Trustee,  including  ownership rights in the Trust assets or shall make the
     Trust revocable.  The former Trustee shall execute any instrument necessary
     or reasonably requested by the Company or the successor Trustee to evidence
     the transfer.

(b)  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 6 and 7 hereof.  The successor  Trustee  shall not be  responsible
     for, and the Company shall indemnify and defend the successor Trustee, from

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<PAGE>
     any claim or liability  resulting from any actions or inaction of any prior
     Trustee or from any other past event, or any condition existing at the time
     it becomes successor Trustee.

SECTION 12. AMENDMENT OR TERMINATION.

(a)  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 the  Plan or  shall  make  the  Trust
     revocable.

(b)  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.

(c)  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.

SECTION 13. INDEMNIFICATION.

In  consideration  of the Trustee's  agreeing to enter into this Agreement,  the
Company hereby agrees to hold harmless  Prudential  Trust Company,  individually
and as Trustee under said  Agreement,  and its directors,  officers,  employees,
from and against all amounts,  including  without  limitation  taxes,  expenses,
liabilities,  claims, damages,  actions, suits or other charges,  incurred by or
assessed against  Prudential Trust Company,  individually or as Trustee,  or its
directors,  officers,  or  employees,  (i) as a direct  or  indirect  result  of
anything  done in good faith,  or alleged to have been done,  by or on behalf of
the  Prudential  Trust Company in reliance upon the directions of the Company or
any person or committee  authorized to act on behalf of the Company, or anything
omitted  to be done in good  faith,  or  alleged  to have been  omitted,  in the
absence of such  directions,  (ii) as a direct or indirect result of the failure
of the Company or any person or committee to adequately, carefully or diligently
discharge its  responsibilities  under the Plan, this  Agreement,  or applicable
Department of Labor or Treasury  regulations or rulings, or (iii) if the Trustee
is named as a defendant in any lawsuit or other proceeding involving the Plan or
the Fund for any reason including,  without limitation, an alleged breach by the

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Trustee of its responsibilities under this Agreement,  unless the final judgment
entered  in the  lawsuit  or  proceeding  holds  the  Trustee  guilty  of  gross
negligence,   willful   misconduct,   or  an  intentional  breach  of  fiduciary
responsibility  under ERISA.  If the final  judgment holds the Trustee guilty of
gross  negligence,  willful  misconduct,  or an intentional  breach of fiduciary
responsibility  under ERISA,  the Company hereby agrees to indemnify the Trustee
only  against  liability  in excess  of the  Trustee's  allocable  share of such
liability.  The Company further agrees that the  undertaking  made by it in this
Agreement  shall be  binding on its  successors  or  assigns  and shall  survive
termination,  amendment or restatement of this Agreement,  or the resignation or
removal of the Trustee.

If the Trustee  undertakes or defends any litigation  arising in connection with
the Trust,  the Company  agrees to indemnify  the Trustee  against the Trustee's
costs, expenses and liabilities (including, without limitation,  attorney's fees
and expenses) relating thereto, and to be primarily liable for such payments. If
the  Company  does not pay such  costs,  expenses  and  liabilities  in a timely
manner, the Trustee may obtain payment from the Trust.

SECTION 14. MISCELLANEOUS.

(a)  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.

(b)  Benefits payable to 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.

(c)  This Trust  Agreement shall be governed by and construed in accordance with
     the laws of the Commonwealth of Pennsylvania.

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IN WITNESS WHEREOF,  this Agreement has been duly executed by the parties hereto
as of the day and year set forth on the first page hereof.


                                        MICROAGE, INC.

                                        By:      _____________________________
                                        Title:

                                        Date:    _____________________, 19____

ATTEST

By:      _______________________
         Title:




                                        PRUDENTIAL TRUST COMPANY

                                        By:      _____________________________
                                        Title:

                                        Date:    _____________________, 19____

ATTEST

By:      _______________________
         Title:

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