ADMINISTRATIVE SERVICES AGREEMENT FOR
              THE NON-QUALIFIED DEFERRED COMPENSATION PLAN DOCUMENT
                                       BY
                   THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

This  AGREEMENT  is made and entered  into by and between  MicroAge,  Inc.  (the
"Employer") on behalf of the MicroAge,  Inc. Executive Supplemental Savings Plan
(the "Plan"), and The Prudential Insurance Company of America ("Prudential"),  a
New Jersey mutual life insurance company.

The Employer represents and Prudential acknowledges that:

     *    The Plan is or will be in  existence  at the time funds are  deposited
          with Prudential;

     *    The  Plan  document  is,  or  will  be by the  effective  date of this
          Agreement,  a Prudential approved  non-Qualified Deferred compensation
          Plan document;

     *    If a related Trust (the "Trust") is established,  the Trust will be an
          Employer grantor trust commonly known as a "Rabbi Trust.'

     *    The Plan is  intended  to be an  unfunded  plan for a select  group of
          management or highly compensated employees,  within the meaning of the
          Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
          known as a "Top Hat" plan.

     *    The Employer has consulted with legal  counsel,  to the extent it sees
          fit,  and has  taken,  or  will  take  by the  effective  date of this
          agreement,  all  steps  necessary  to  comply  with  Federal  or state
          securities laws that might relate to the Plan.

     *    The Employer,  as Plan  Administrator,  desires  Prudential to perform
          certain  administrative  services for the Plan and to provide  certain
          assistance to the Employer as more fully  described in this Agreement,
          and Prudential is willing to perform those services.

In  consideration  of the  premises  and  mutual  covenants  contained  in  this
Agreement, the Employer and Prudential agree as follows:

1.   SERVICES:

     a)   SERVICES TO BE RENDERED BY  PRUDENTIAL -  Prudential  will perform the
          following services:

          i)   PLAN  RECORDKEEPING  -  Prudential  will  provide to the Plan the
               record-keeping services included in Exhibit A to this Agreement.
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                  ii)      Plan   Documentation   and   Disclosure   Services  -
                           Prudential will provide Plan services  support to the
                           Plan as described in Exhibit B to this Agreement.

                  iii)     Additional  Services - In addition  to the  foregoing
                           services, Prudential may provide such other services,
                           and be paid such amounts  therefor,  as may from time
                           to time be agreed upon in writing by the parties.

     b)   NATURE OF SERVICES -

          i)   RECORDKEEPING  ONLY - The  Employer  understands  and agrees that
               Prudential's  sole  function  under this  Agreement  is to act as
               recordkeeper  and to provide  other  services at the direction of
               the  Employer or its agents or designee  in  accordance  with the
               terms of this  Agreement.  Under  the  terms  of this  Agreement,
               Prudential  does not render  investment  advice,  is not the Plan
               Administrator,  trustee  or a Plan  fiduciary,  as  that  term is
               defined  under the  Employee  Retirement  Income  Security Act of
               1974, as amended  ("ERISA"),  and does not provide legal,  tax or
               accounting  advice  with  respect to the  creation,  adoption  or
               operation of the Plan and Trust. Any services to be provided by a
               Prudential  affiliate as directed  trustee or investment  manager
               are the subject of a separate agreement. Prudential acknowledges,
               however,  that the Plan is intended to  constitute a  participant
               directed  individual  account  plan under  Section  404(c) of the
               Employee Retirement Income Security Act of 1974, as amended,  and
               shall take any  reasonable  steps  necessary  to comply with that
               Section and the regulations promulgated thereunder.

          ii)  DISCONTINUANCE OF SERVICES  INCONSISTENT WITH ROLE - If, based on
               changes   in  the   applicable   regulatory   structure   or  the
               interpretation of the regulatory structure, there is a reasonable
               likelihood  that any service being, or to be, provided under this
               Agreement by Prudential could constitute a discretionary function
               and thereby subject Prudential to classification as a "fiduciary"
               under ERISA with respect to the Plan,  and such service could not
               be restructured in a manner that would not subject  Prudential to
               classification  as a "fiduciary"  under ERISA,  then  Prudential,
               upon reasonable  notice to the Employer may decline to thereafter
               provide  that  service.  The failure to provide any such  service
               shall not constitute a breach of Prudential's  obligations  under
               this Agreement.

     c)   RELIANCE  UPON  PLAN  DATA  -  All  services  provided  by  Prudential
          hereunder  shall be based on  information  supplied by the Employer or
          any other  designee or agent of the  Employer  (as  designated  by the
          Employer).  The  Employer  acknowledges  that the timely  provision of
          accurate,  consistent  and  complete  data in the format  specified by
          Prudential is essential to its delivery of services,  and the Employer

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          is responsible for ensuring such timely and accurate data is delivered
          to Prudential in  Prudential's  approved  format.  For these purposes,
          "Plan  data"  means  all  data and  records  supplied  to  Prudential,
          obtained by  Prudential  or produced by  Prudential  (based on data or
          records  supplied to, or obtained by,  Prudential) in connection  with
          performing the services pursuant to this Agreement. Plan Data includes
          current participant names, addresses and status.

     d)   RELIANCE  UPON NAMED  ADMINISTRATORS  AND TRUSTEES - The Employer will
          provide  names and other  information  for persons  authorized to take
          actions  for or provide  information  on behalf of the Plan and Trust.
          Until notified of a change,  Prudential may reasonably  rely upon this
          information  and may act upon  instructions  received  from  and/or on
          information provided by these named persons.  Prudential has the right
          to assume that those persons continue to be authorized unless notified
          otherwise.

     e)   RESPONSIBILITIES OF THE EMPLOYER - The Employer agrees that it will be
          responsible for and neither Prudential nor any affiliate of Prudential
          shall have any obligation to:

          i)   Monitor or otherwise  ensure that the Plan is in compliance  with
               any  applicable  Federal  or  state  tax,   business,   labor  or
               securities law,  including the  determination  of the appropriate
               Federal or state  securities  registration,  the selection of the
               Plan  Participants,  and the calculation and payment of any taxes
               or tax withholding with respect to the Plan or Plan benefits;

          ii)  Complete  or file any  form,  notice,  or  registration  with the
               federal, state or local tax, labor or securities authorities with
               respect to the Plan,  assets held under the Plan or payments from
               the Plan,  except to the extent  tax  reporting  is  specifically
               listed in Exhibit A to this Agreement.

2.   COMPENSATION:  In consideration  for its services provided  hereunder,  the
     Employer shall pay Prudential in accordance with the Fee Schedule  provided
     in  Exhibit C.  Prudential  may amend the  schedule  for  services  not yet
     rendered upon giving notice in writing under the same conditions  specified
     in Section 7.b. The Employer shall pay al I fees within thirty (30) days of
     the Prudential  invoice date. Any fees not paid when due may be deducted by
     Prudential from the trust fund, without further notice to the Employer. The
     Employer  shall pay any and all costs that may be incurred by Prudential in
     charging the trust fund for these fees.  The  Employer  also agrees that it
     shall empower the Trustee to pay  compensation  to Prudential  for services
     provided  hereunder.  The  Employer  acknowledges  that the  Plan  document
     provides for payment of the fees from the trust fund.

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3.   INVESTMENTS; GOOD ORDER:

     a)   INVESTMENTS-GENERALLY - Prudential will invest all assets of the Trust
          only as  directed  in  writing  or via any  authorized  electronic  or
          telephonic transmission:

          i)   By  Participants - to the extent the Plan provides for investment
               direction or request by Participants.

          ii)  By the Employer - to the extent the Plan provides for  investment
               direction by the Employer.

     b)   UNCLEAR INVESTMENT INSTRUCTIONS; GOOD ORDER -

          i)   UNCLEAR   INVESTMENT   INSTRUCTIONS  -  Prudential  will  forward
               contributions  and similar  transaction  receipts for  investment
               into the  Prudential  Government  Securities  Trust/Money  Market
               Series or another  conservative  investment  fund  designated  in
               writing by the Employer (or an  equivalent  fund should the named
               fund  cease to exist)  if  Prudential  determines  that no proper
               investment directions are in effect. Once proper instructions are
               received,  Prudential  will forward the new  instructions so that
               contributions  can be  re-invested  and related  earnings  can be
               allocated accordingly.

          ii)  GOOD ORDER -

               a)   CONTRIBUTIONS AND SIMILAR TRANSACTIONS - Prudential will use
                    its best  efforts to process all  contributions  and similar
                    transactions  ("Transactions") received in good order on the
                    day  good  order  is  achieved,   PROVIDED,   HOWEVER,  that
                    Prudential   reserves   the  right  to   process   all  such
                    Transactions  received  in good order at  Prudential  within
                    thirty-six (36) hours of receipt.  Transactions are in "good
                    order" when the  contribution  or similar roster remitted by
                    the Employer agrees with the related  funding,  and when the
                    social  security  number and money type correspond to social
                    security numbers and money types of participants  previously
                    enrolled on Prudential's recordkeeping system.

                    In  the  event  Transaction  data  is  NOT  IN  GOOD  ORDER,
                    Prudential  shall attempt to obtain  clarification  from the
                    Employer as to the proper  Transaction amount and/or funding
                    allocations.  The  Employer  acknowledges  and directs  that
                    Transaction  amounts  will be  deposited  in an  interest or
                    non-interest  bearing account (at  Prudential's  discretion)
                    until  such  time as the  roster,  Transaction  amount,  and
                    funding  allocation are reconciled.  In the event Prudential

                                        4
<PAGE>
                    is   unable,   in  its  sole   judgment,   to  obtain   such
                    clarification   within   thirty  (30)  days  of  receipt  of
                    Transaction  amounts,  then Prudential shall return all such
                    Transaction   amounts  to  the  Employer   pending   further
                    instructions from the Employer. The Employer understands and
                    agrees that it shall not have any claim  against  Prudential
                    or any affiliate of Prudential in the event that  Prudential
                    returns  Transaction  amounts  pursuant to the  provision of
                    this paragraph.  The Employer further understands and agrees
                    that the Plan and the Employer will bear the investment risk
                    during this period.

               b)   DISTRIBUTIONS  - Prudential  will  process all  distribution
                    requests  received in good order at Prudential  within three
                    (3) business days of receipt of said distribution request by
                    Prudential.  Distribution checks will be issued within seven
                    (7) days of  receipt  of good  order.  Distributions  are in
                    "good  order" when the  distribution  request  contains  all
                    pertinent   information   (including   type   and   form  of
                    distribution,  any  critical  dates  needed to  process  the
                    distribution, properly completed and executed tax forms and,
                    if  applicable,  all necessary  rollover  instructions)  and
                    appropriate  signatures  (including  spousal  consent to the
                    extent deemed necessary by the Employer).

               c)   INVESTMENT   EXCHANGES  -   Prudential   will   process  all
                    investment  exchanges  on the  same  terms  as  Transactions
                    described in subparagraph  a), above.  Investment  Exchanges
                    are in Good  Order  when  the  information  provided  in the
                    request for an investment  exchange clearly shows the number
                    and types of  interests  to be acquired  and disposed of and
                    reasonably  indicates that the transfer is authorized by the
                    participant or the Employer.

               d)   NET TRADES - The Employer  acknowledges that trades required
                    by  Transactions,  distributions,  and investment  exchanges
                    will be executed by offsetting  transactions  ordered in and
                    out of each  investment  and  purchasing or selling only the
                    net shares  required to balance  transactions in an out. The
                    Employer  also  acknowledges  the share prices  allocated to
                    individual  participants  will be the price paid or received
                    for shares  actually  traded by  Prudential  for the day the
                    transactions are processed.

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<PAGE>
     c)   THE EMPLOYER ACKNOWLEDGES THAT IT -

          i)   Received a prospectus for each of the Prudential mutual funds and
               any other  mutual  funds  offered  by  Prudential  in which  Plan
               participants may invest.

          ii)  Reviewed  such  prospectus(es)  and is familiar with the fees and
               expenses described  therein,  and that such fees and expenses are
               reasonable.

     d)   FEES  TO  PRUDENTIAL  AFFILIATES  -  The  Employer  acknowledges  that
          Prudential may be deemed to benefit from:

          i)   Advisory  and other  fees paid to its  affiliates  for  managing,
               selling,  or settling of the  Prudential  mutual  funds and other
               investment  products or  securities  offered by Prudential or its
               affiliates  selected as investment  options  available under that
               Plan; and

          The Employer also acknowledges that Prudential benefits directly from:

          ii)  Transfer agent fees paid to it by the Prudential mutual funds and
               other   investment   products   offered  by   Prudential  or  its
               affiliates;

          iii) Additional  compensation  in the form of gains resulting from the
               correction  of  transaction  processing  errors  and  delays.  In
               exchange, Prudential also generally absorbs losses resulting from
               its errors.  Any gains are  available  to cover  these  losses or
               losses of other similarly situated customers.

4.   USE OF AGENTS OR SUBCONTRACTORS: Prudential may perform any of the services
     described in this Agreement through agents and  subcontractors  selected by
     Prudential.  Prudential  shall  reasonably  supervise  any  such  agent  or
     subcontractor  and the  retention  of  agents or  subcontractors  shall not
     relieve Prudential of its duties hereunder.

5.   PRUDENTIAL NOT LEGAL COUNSEL:  The Employer  understands and agrees that it
     shall review with its legal and/or tax counsel all documents provided to it
     by  Prudential  and that the  Employer  should  consult such counsel on any
     questions concerning the Employer's  responsibilities under this Agreement,
     the  Plan's  documents,  and the  legal  sufficiency  of any  documents  so
     provided.  The Employer  understands that neither Prudential nor any of its
     affiliates  are  permitted to provide the Employer with legal or tax advice
     or otherwise engage in the practice of law. The Employer  acknowledges that
     it will not rely on any  information  provided  as if it were  legal or tax
     advice.

6.   INDEMNIFICATION:

     a)   INDEMNIFICATION  OF PRUDENTIAL - The Employer  shall hold harmless and
          indemnify  Prudential and its employees,  agents,  and  subcontractors
          ("Indemnitees") from and against any loss, damage, liability,  claims,
          costs   and   expenses,    including   reasonable    attorneys'   fees
          ("Liabilities"),  to which the Indemnitees  may become subject,  which
          result from:

                                        6
<PAGE>
          i)   Any  misrepresentation  or  nonfulfillment  of any  terms of this
               Agreement by the Plan, the Employer,  the Plan  Administrator  or
               other Plan fiduciary (including,  but not limited to, Liabilities
               resulting  from  the  provision  of  inaccurate,   untimely,   or
               incomplete  information  to  Prudential or the failure to provide
               Prudential  with clear  instructions  as to matters  relating  to
               contributions, investment selections, or distributions).

          ii)  Any failure by the Plan, the Employer,  the Plan Administrator or
               other Plan fiduciary to comply with the terms of the Plan,

          iii) A violation by the Plan, the Employer,  the Plan Administrator or
               other Plan fiduciary of the  requirements  of applicable  Federal
               and/or state laws,

          iv)  The  making by  Prudential  of any  benefit  payment  based  upon
               instructions   that   Prudential   reasonably   believes   to  be
               authorized, and

          v)   Any action,  conduct or activity,  including  the failure to take
               action or to perform  any  activity  taken by  Prudential  at the
               direction  of  the  Employer,   Plan  Administrator  or  Trustee,
               provided that Prudential  reasonably believes the direction to be
               valid and is not negligent in the execution of such directions.

          vi)  Any  failure  by the  Employer  or the  Plan to  comply  with any
               Federal  or State  laws  governing  the  registration  or sale of
               securities.

     b)   INDEMNIFICATION  OF THE EMPLOYER - Prudential  shall hold harmless and
          indemnify  the Employer and its  employees  from and against any loss,
          damage,  liability,  claims, costs and expenses,  including reasonable
          attorneys'  fees,  to which the  Employer  may become  subject,  which
          result from:

          i)   Any  misrepresentation or nonfulfillment of any material terms of
               this Agreement by Prudential, and

          ii)  Prudential's  willful  misconduct,  lack of good faith or want of
               reasonable   and  ordinary  care  in  the   performance   of  its
               obligations under this Agreement.

          iii) Prudential's   provision  of   investment   advice  to  any  Plan
               Participant.

          iv)  Prudential's  violation of the requirements of applicable Federal
               and/or state laws, except when resulting from the failure to take
               action or any action taken at the direction of the Employer,  the

                                        7
<PAGE>
               Employer's   agent  or  designee,   or  Trustee,   provided  that
               Prudential  reasonably  believes the direction to be valid and is
               not negligent in the execution of such directions.

7.   DURATION; TERMINATION; SUCCESSOR RECORDKEEPER:

     a)   DURATION - This Agreement will continue in effect until terminated.

     b)   TERMINATION - Each party may terminate  this Agreement upon sixty (60)
          days prior written notice to the other. Such notice shall be deemed to
          have been  given  three (3) days  after  mailing  in the U.S.  mail or
          immediately  upon receipt if delivered to the address set forth below.
          The notice period may be waived by the party entitled to the notice.

     c)   SUCCESSOR  RECORDKEEPER  - Upon  termination,  the parties  agree that
          Prudential  shall have no further duty or  responsibility  to the Plan
          under this Agreement.  However, Prudential will use reasonable efforts
          to  transfer  all  relevant  non-Prudential   proprietary  information
          concerning the Plan, in Prudential's  standard format, to the Employer
          or to a successor  recordkeeper.  Any unforeseeable  costs or expenses
          incurred by Prudential in effecting this transfer shall be paid by the
          Employer  unless waived in writing by Prudential.  The Employer agrees
          that  Prudential  may  charge  reasonable  fees for the  provision  of
          requested records or reports that Prudential previously provided.

     d)   SURVIVAL  OF   INDEMNIFICATION   AND   INVESTMENTS   -  The   Employer
          acknowledges  and  agrees  that  the  indemnification   provisions  of
          paragraph  6 shall  survive the  termination  of this  Agreement.  The
          Employer  understands  and  acknowledges  that the termination of this
          Agreement  shall  not  require  the  sale by the  Trust of  shares  of
          Prudential  mutual  funds  held  by  the  Trust  (unless  specifically
          requested by Prudential in writing).

8.   NOTICES: Any notice or other communication  required or permitted hereunder
     shall be in writing and shall be delivered personally, telegraphed, sent by
     facsimile  transmission  or sent by certified,  registered or express mail,
     postage  prepaid.  Any such notice  shall be deemed given when so delivered
     personally,  telegraphed  or, if sent by facsimile  transmission,  upon the
     recipient's oral verification by telephone of receipt or, if mailed,  three
     (3) days after the date of deposit in the U.S. mail, as follows:

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<PAGE>
     If to Prudential: (By U.S. mail)   (By other than U.S. mail)

     Prudential Investments             Prudential Investments
     Attn.:  Retirement Services        Attn.:  Retirement Services
     30 Scranton Office Park            30 Scranton Office Park
     Scranton, PA 18507-1789            Scranton, PA 18507-1789


     If to the Employer:

     --------------------------------------

     --------------------------------------

     --------------------------------------

9.   ENTIRE AGREEMENT;  Amendment: This Agreement, including the Exhibits hereto
     which are specifically  incorporated herein,  contains the entire Agreement
     among the parties  hereto with respect to the subject  matter  hereof,  and
     there are no other  Agreements  written or oral,  relating  to the  subject
     matter  hereof  other than those  explicitly  set forth  herein or attached
     hereto.  This Agreement may be amended at anytime,  but only when agreed to
     in writing by the parties.

10.  CONSTRUCTION:  This Agreement is the result of negotiation by both parties,
     and,  therefore,  no claim  shall be made to  construe  any  portion of the
     Agreement  against either party on the basis of such party's  participation
     in the negotiating thereof.

11.  BINDING  EFFECT;  NO ASSIGNMENT:  This Agreement  shall be binding upon and
     inure to the  benefit  of the  parties  and  their  respective  successors,
     assigns and legal  representatives.  Neither this Agreement,  nor any right
     hereunder,  may be assigned by any party without the written consent of the
     other parties hereto.  Notwithstanding the foregoing, this Agreement may be
     assigned by  Prudential  to a successor  entity  without the prior  written
     consent of the Employer.

12.  COUNTERPARTS:  This  Agreement  may be executed  by the  parties  hereto in
     separate counterparts, each of which, when so executed and delivered, shall
     be an original, but all such counterparts shall together constitute one and
     the same  instrument.  Each  counterpart  may consist of a number of copies
     hereof,  each signed by less than all,  but  together  signed by all of the
     parties hereto.

13.  HEADINGS:  The headings in this Agreement are for reference only, and shall
     not affect the interpretation of this Agreement.

14.  SEVERABILITY:  If any  word,  phrase,  sentence,  paragraph,  provision  or
     section of this Agreement shall be held,  declared,  pronounced or rendered
     invalid, void,  unenforceable or inoperative for any reason by any court of
     competent jurisdiction,  governmental authority, statute or otherwise, such
     holding, declaration, pronouncement or rendering shall not adversely affect
     any other word, phrase, sentence,  paragraph,  provision or section of this

                                        9
<PAGE>
     Agreement,  which  shall  otherwise  remain in full force and effect and be
     enforced in accordance with its terms.

15.  GOVERNING  LAW:  This  Agreement  shall be  governed  by and  construed  in
     accordance  with the laws of New  Jersey,  except  the choice of law rules,
     applicable  to  agreements  made and to be performed  entirely  within such
     State.

16.  THIRD PARTY BENEFICIARIES:  The provisions of this Agreement are solely for
     the benefit of the parties hereto and their Affiliates and are not intended
     to confer upon any person except the parties  hereto any rights or remedies
     herein.

17.  UNFORESEEN CIRCUMSTANCES: Prudential shall not be liable for any default or
     delay in the performance of its services under this Agreement if and to the
     extent such default or delay is primarily  caused,  directly or indirectly,
     by:

     a)   fire, flood, elements of nature or other acts of God;

     b)   any  outbreak  or  escalation  of  hostilities,  war,  riots  or civil
          disorders in any country;

     c)   any act or omission of the other party or any governmental  authority;
          or

     d)   nonperformance  of a third  party  or any  similar  cause  beyond  the
          reasonable  control  of  Prudential,   including  without  limitation,
          failures or fluctuations in telecommunications or other equipment.

     In any such event, Prudential shall be excused from any further performance
     and  observance  of the  obligations  so affected  only for as long as such
     circumstances   prevail  and  Prudential   continues  to  use  commercially
     reasonable  efforts to  recommence  performance  or  observance  as soon as
     practicable.

18.  WRITING AND SIGNATURE; ELECTRONIC TRANSACTIONS: Unless otherwise explicitly
     required by law,

     a)   Any  requirement for a writing under this Agreement may be rendered in
          any form that can reliably  reproduce an accurate  physical  record of
          the  communication  and  authenticate  the source,  including  but not
          limited to facsimile transmission,  electronic mail, indexed telephone
          recording, or Internet transmission.

     b)   Any requirement of a signature under this Agreement may be rendered in
          any form clearly indicated by the signatory to be a signature or which
          complies with  instructions  directly given to the signatory as to the
          proper  form of  indicating  a  signature  in an  electronic  or voice
          response  environment.  Appropriate forms include, but are not limited
          to,  personal  identification  numbers  rendered  over  the  internet,
          facsimile  transmissions,  and unique  telephone  keypad  combinations
          pressed during recorded calls.

                                       10
<PAGE>
     c)   Notwithstanding  a) or b),  above,  the  recipient  of any  writing or
          signature  under this  Agreement may require the  confirmation  of any
          writing or signature in physical form (such as hand or  typewritten or
          the equivalent) with a manual signature.

     d)   The  Employer  represents  that the Plan  document(s)  will  allow for
          transactions  to be made  by  electronic  means  before  the  Employer
          permits  Prudential to offer such  transactions.  The Plan document(s)
          and  this  Agreement  together  shall be  deemed a master  contracting
          agreement ("Master  Contract").  Under this Master Contract,  notices,
          consents and other actions by or on behalf of, or with respect to, the
          Plan,  its  participants  and their  respective  beneficiaries  ("Plan
          Transactions")  may be effected,  in whole or in part,  by  electronic
          means. Any Plan Transaction  relating to services  provided under this
          Agreement  may be initiated or effected by the  Employer,  the Plan, a
          participant   or  a  beneficiary   by  use  of   Prudential-authorized
          electronic  means,   including  a  voice  response  system  (generally
          referred to as Interactive  Voice Response,  or IVR),  Internet access
          system  (including the Prudential Web site) or telephone service line.
          Use of electronic means for Plan  transactions is subject to the terms
          and conditions established by Prudential and disclosed to the Employer
          and participants,  and electronic transactions shall be binding on the
          parties  if  Prudential,  acting  in good  faith,  believes  that such
          transactions  are  authorized  by  the  Employer,  a  participant,  or
          beneficiary, as applicable.

IN WITNESS THEREOF, the Employer has caused this Agreement to be executed by its
duly authorized representative.


          Date Signed:

          Date Agreement Effective: August 1,1999

Employer Authorized By:                 Prudential Authorized By:

-----------------------------------     -----------------------------------
Name                                    Name

-----------------------------------     -----------------------------------
Authorized Signature                    Authorized Signature

-----------------------------------     -----------------------------------
Title                                   Title

                                        -----------------------------------
                                        Date

This Agreement is not effective  until properly  countersigned  by an authorized
representative of Prudential.

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