EXHIBIT 10.2

                             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. McKeever
                                       -----------------------------------------
                                             Jeffrey D. McKeever
                                             Chairman of the Board of Directors
                                             and Chief Executive Officer


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