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                                                                   EXHIBIT 10.01


                              CSK AUTO CORPORATION
                              DIRECTORS STOCK PLAN

                                    SECTION 1

                                     PURPOSE

     The purpose of the CSK Auto Corporation Directors Stock Plan (the "Plan")
     is to advance the interests of CSK Auto Corporation, a Delaware corporation
     (hereinafter the "Company"), by enabling the Company to attract, retain and
     motivate qualified individuals to serve on the Company's Board of Directors
     and to align the financial interests of such individuals with those of the
     Company's stockholders by providing for or increasing their proprietary
     interest in the Company. The stock options granted pursuant to this Plan
     are not qualified under Section 422 of the Internal Revenue Code of 1986,
     as amended (the "Code").

                                    SECTION 2

                                   DEFINITIONS

                  "BOARD" MEANS THE BOARD OF DIRECTORS OF THE COMPANY.

                  "COMMITTEE" MEANS THE BOARD AND/OR A COMMITTEE OF THE BOARD
         ACTING PURSUANT TO ITS AUTHORIZATION TO ADMINISTER THIS PLAN UNDER
         SECTION 7.

                  "COMMON STOCK" MEANS THE COMPANY'S COMMON STOCK, PAR VALUE
         $.01 PER SHARE, AS PRESENTLY CONSTITUTED, SUBJECT TO ADJUSTMENT AS
         PROVIDED IN SECTION 9.

                  "FAIR MARKET VALUE" MEANS, AS OF ANY DATE, AND UNLESS THE
         BOARD SHALL SPECIFY OTHERWISE, THE MEAN BETWEEN THE HIGH AND THE LOW
         MARKET PRICES FOR THE COMMON STOCK REPORTED FOR THAT DATE ON THE
         COMPOSITE TAPE FOR SECURITIES LISTED ON THE NEW YORK STOCK EXCHANGE OR,
         IF THE COMMON STOCK DID NOT TRADE ON THE NEW YORK STOCK EXCHANGE ON THE
         DATE IN QUESTION, THEN FOR THE NEXT PRECEDING DATE FOR WHICH THE COMMON
         STOCK TRADED ON THE NEW YORK STOCK EXCHANGE.

                  "NON-EMPLOYEE DIRECTOR" MEANS A MEMBER OF THE BOARD WHO IS NOT
         AT THE TIME ALSO AN EMPLOYEE OF THE COMPANY OR ANY OF ITS DIRECT OR
         INDIRECT MAJORITY-OWNED SUBSIDIARIES (REGARDLESS OF WHETHER SUCH
         SUBSIDIARY IS ORGANIZED AS A CORPORATION, PARTNERSHIP OR OTHER ENTITY).
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                                    SECTION 3

                           SHARES SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section 9, the maximum number of
     shares of Common Stock which may be issued pursuant to this Plan shall not
     exceed 50,000. Shares issued under this Plan may be authorized and unissued
     shares of Common Stock or shares of Common Stock reacquired by the Company.
     All or any shares of Common Stock subject to a stock option or stock grant
     which for any reason are not issued or are reacquired under the stock
     option or stock grant may again be made subject to a stock option or stock
     grant under the Plan.

                                    SECTION 4

                                  PARTICIPANTS

        Any person who is a Non-Employee Director shall be eligible for the
        award of stock options and/or stock grants hereunder.

                                    SECTION 5

                          NON-EMPLOYEE DIRECTOR AWARDS

     The Board may provide for stock options and/or stock grants to be awarded
     to Non-Employee Directors in consideration for their service to the
     Company. The Board shall determine to which Non-Employee Directors any such
     stock options and/or stock grants shall be awarded hereunder (any such
     person, a "Participant"). The Board shall specify the number of shares
     subject to each stock option or stock grant provided for under this Section
     5, or the formula pursuant to which such number shall be determined, the
     Participants to receive any such award, the date of award and the vesting
     and expiration terms applicable to such stock option or stock grant. The
     award of stock options or stock grants hereunder may, but need not, be
     conditioned on the Non-Employee Director electing to forego his or her
     right to all or any part of his or her cash retainer or other fees. Subject
     to adjustment pursuant to Section 9, the maximum number of shares of Common
     Stock subject to stock options and stock grants awarded under this Plan
     during any calendar year to any person on account of his or her service as
     a Non-Employee Director, other than stock options or stock grants that a
     Non-Employee Director has elected to receive in lieu of cash retainer or
     other fees, shall not exceed 50,000 shares.

                                    SECTION 6

             TERMS AND CONDITIONS OF STOCK OPTIONS AND STOCK GRANTS

     General Terms and Conditions: Stock options and stock grants awarded
     pursuant to the Plan need not be identical but each stock option and stock
     grant shall be subject to the following general terms and conditions:


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                  TERMS AND RESTRICTIONS UPON SHARES: THE BOARD MAY PROVIDE THAT
         THE SHARES OF COMMON STOCK ISSUED UPON EXERCISE OF A STOCK OPTION OR
         RECEIPT OF A STOCK GRANT SHALL BE SUBJECT TO SUCH FURTHER CONDITIONS,
         RESTRICTIONS OR AGREEMENTS AS THE BOARD IN ITS DISCRETION MAY SPECIFY
         PRIOR TO THE EXERCISE OF SUCH STOCK OPTION OR RECEIPT OF SUCH STOCK
         GRANT, INCLUDING WITHOUT LIMITATION, DEFERRALS ON ISSUANCE, CONDITIONS
         ON VESTING OR TRANSFERABILITY, AND FORFEITURE OR REPURCHASE PROVISIONS.
         THE COMMITTEE MAY ESTABLISH RULES FOR THE DEFERRED DELIVERY OF SHARES
         OF COMMON STOCK UPON EXERCISE OF A STOCK OPTION OR RECEIPT OF A STOCK
         GRANT WITH THE DEFERRAL EVIDENCED BY USE OF "STOCK UNITS" EQUAL IN
         NUMBER TO THE NUMBER OF SHARES OF COMMON STOCK WHOSE DELIVERY IS SO
         DEFERRED. A "STOCK UNIT" IS A BOOKKEEPING ENTRY REPRESENTING AN AMOUNT
         EQUIVALENT TO THE FAIR MARKET VALUE OF ONE SHARE OF COMMON STOCK. STOCK
         UNITS REPRESENT AN UNFUNDED AND UNSECURED OBLIGATION OF THE CORPORATION
         EXCEPT AS OTHERWISE PROVIDED BY THE BOARD. SETTLEMENT OF STOCK UNITS
         UPON EXPIRATION OF THE DEFERRAL PERIOD SHALL BE MADE IN SHARES OF
         COMMON STOCK OR OTHERWISE AS DETERMINED BY THE COMMITTEE. THE AMOUNT OF
         COMMON STOCK, OR OTHER SETTLEMENT MEDIUM, TO BE SO DISTRIBUTED MAY BE
         INCREASED BY AN INTEREST FACTOR OR BY DIVIDEND EQUIVALENTS. UNTIL A
         STOCK UNIT IS SETTLED, THE NUMBER OF SHARES OF COMMON STOCK REPRESENTED
         BY A STOCK UNIT SHALL BE SUBJECT TO ADJUSTMENT PURSUANT TO SECTION 9.

                  TRANSFERABILITY OF OPTION: UNLESS OTHERWISE PROVIDED BY THE
         COMMITTEE, EACH STOCK OPTION SHALL BE TRANSFERABLE ONLY BY WILL OR THE
         LAWS OF DESCENT AND DISTRIBUTION.

                  OTHER TERMS AND CONDITIONS: NO HOLDER OF A STOCK OPTION OR
         STOCK GRANT SHALL HAVE ANY RIGHTS AS A STOCKHOLDER WITH RESPECT TO ANY
         SHARES OF COMMON STOCK SUBJECT TO A STOCK OPTION OR STOCK GRANT
         HEREUNDER UNTIL SAID SHARES HAVE BEEN ISSUED. STOCK OPTIONS AND STOCK
         GRANTS MAY ALSO CONTAIN SUCH OTHER PROVISIONS, WHICH SHALL NOT BE
         INCONSISTENT WITH ANY OF THE FOREGOING TERMS, AS THE BOARD OR THE
         COMMITTEE SHALL DEEM APPROPRIATE. THE BOARD MAY WAIVE CONDITIONS TO
         AND/OR ACCELERATE EXERCISABILITY OF A STOCK OPTION OR STOCK GRANT,
         EITHER AUTOMATICALLY UPON THE OCCURRENCE OF SPECIFIED EVENTS (INCLUDING
         IN CONNECTION WITH A CHANGE OF CONTROL OF THE COMPANY) OR OTHERWISE IN
         ITS DISCRETION. NO STOCK OPTION OR STOCK GRANT, HOWEVER, NOR ANYTHING
         CONTAINED IN THE PLAN, SHALL CONFER UPON ANY PARTICIPANT ANY RIGHT TO
         SERVE AS A DIRECTOR OF THE COMPANY.

                  STOCK OPTION PRICE: THE EXERCISE PRICE FOR EACH STOCK OPTION
         SHALL BE ESTABLISHED BY THE BOARD OR UNDER A FORMULA ESTABLISHED BY THE
         BOARD. THE EXERCISE PRICE SHALL NOT BE LESS THAN THE FAIR MARKET VALUE
         OF THE STOCK ON THE DATE OF GRANT. THE EXERCISE PRICE SHALL BE PAID IN
         FULL AT THE TIME OF EXERCISE. THE EXERCISE PRICE SHALL BE PAYABLE IN
         CASH, BY PAYMENT UNDER AN ARRANGEMENT WITH A BROKER WHERE PAYMENT IS
         MADE PURSUANT TO AN IRREVOCABLE DIRECTION TO THE BROKER TO DELIVER ALL
         OR PART OF THE PROCEEDS FROM THE SALE OF THE OPTION 


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         SHARES TO THE COMPANY, BY THE SURRENDER OF SHARES OF COMMON STOCK OWNED
         BY THE OPTIONHOLDER EXERCISING THE OPTION AND HAVING A FAIR MARKET
         VALUE ON THE DATE OF EXERCISE EQUAL TO THE EXERCISE PRICE BUT ONLY IF
         SUCH WILL NOT RESULT IN AN ACCOUNTING CHARGE TO THE COMPANY, OR BY ANY
         COMBINATION OF THE FOREGOING. IN ADDITION, THE EXERCISE PRICE SHALL BE
         PAYABLE IN SUCH OTHER FORM(S) OF CONSIDERATION AS THE COMMITTEE IN ITS
         DISCRETION SHALL SPECIFY, INCLUDING WITHOUT LIMITATION BY LOAN (AS
         DESCRIBED IN SECTION 8) OR BY TECHNIQUES THAT MAY RESULT IN AN
         ACCOUNTING CHARGE TO THE COMPANY.

                  STOCK GRANT TERMS: STOCK GRANTS UNDER THE PLAN MAY, IN THE
         SOLE DISCRETION OF THE BOARD, BUT NEED NOT, BE CONDITIONED UPON THE
         PARTICIPANT PAYING CASH OR CASH-EQUIVALENT CONSIDERATION OR AGREEING TO
         FOREGO OTHER COMPENSATION FOR THE SHARES COVERED BY THE STOCK GRANT.
         STOCK GRANTS UNDER THE PLAN MAY BE SUBJECT TO SUCH CONDITIONS,
         RESTRICTIONS OR OTHER VESTING TERMS AS ARE ESTABLISHED IN THE SOLE
         DISCRETION OF THE BOARD. THE CONDITIONS, RESTRICTIONS OR VESTING TERMS
         MAY BE CONTINGENT UPON THE PASSAGE OF TIME, CONTINUED SERVICE OR
         ACHIEVEMENT OF COMPANY OR INDIVIDUAL PERFORMANCE GOALS, AS SPECIFIED BY
         THE BOARD.

                                    SECTION 7

                           ADMINISTRATION OF THE PLAN

     The Plan shall be administered by the Board, except that as provided herein
     the Plan may be administered by a Committee of the Board, as appointed from
     time to time by the Board. The Board shall fill vacancies on and from time
     to time may remove or add members to the Committee.

     Subject to the express provisions of this Plan, the Committee shall be
     authorized and empowered to do all things necessary or desirable in
     connection with the administration of this Plan, including, without
     limitation: (a) to prescribe, amend and rescind rules relating to this Plan
     and to define terms not otherwise defined herein; (b) to prescribe the form
     of documentation used to evidence any stock option or stock grant awarded
     hereunder, including provision for such terms as it considers necessary or
     desirable, not inconsistent with the terms established by the Board; (c) to
     establish and verify the extent of satisfaction of any conditions to
     exercisability applicable to stock options or to receipt or vesting of
     stock grants; (d) to determine whether, and the extent to which,
     adjustments are required pursuant to Section 9 hereof; and (e) to interpret
     and construe this Plan, any rules and regulations under the Plan and the
     terms and conditions of any stock option or stock grant awarded hereunder,
     and to make exceptions to any procedural provisions in good faith and for
     the benefit of the Company. Notwithstanding any provision of this Plan, the
     Board may at any time limit the authority of the Committee to administer
     this Plan.


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     All decisions, determinations and interpretations by the Board or, except
     as to the Board, the Committee regarding the Plan, any rules and
     regulations under the Plan and the terms and conditions of any stock option
     or stock grant awarded hereunder, shall be final and binding on all
     Participants and holders of stock options and stock grants. The Board and
     the Committee may consider such factors as it deems relevant, in its sole
     and absolute discretion, in making such decisions, determinations and
     interpretations including, without limitation, the recommendations or
     advice of any officer or other employee of the Company and such attorneys,
     consultants and accountants as it may select.

                                    SECTION 8

                                      LOANS

     The Company may, if authorized by the Board, make loans for the purpose of
     enabling a Participant to exercise stock options and, if applicable,
     receive stock awarded under the Plan and to pay the tax liability resulting
     from a stock option exercise or stock grant under the Plan. The Board shall
     have full authority to determine the terms and conditions of such loans.
     Such loans may be secured by the shares of Common Stock received upon
     exercise of such stock option or receipt of such stock grant.

                                    SECTION 9

                     ADJUSTMENT OF AND CHANGES IN THE STOCK

     If the outstanding securities of the class then subject to this Plan are
     increased, decreased or exchanged for or converted into cash, property or a
     different number or kind of shares or securities, or if cash, property or
     shares or securities are distributed in respect of such outstanding
     securities, in either case as a result of a reorganization,
     reclassification, dividend (other than a regular, quarterly cash dividend)
     or other distribution, stock split, reverse stock split, spin-off or the
     like, or if substantially all of the property and assets of the Company are
     sold, then, unless the terms of such transaction shall provide otherwise,
     the maximum number and type of shares or other securities that may be
     issued under this Plan shall be appropriately adjusted. The Committee shall
     determine in its sole discretion the appropriate adjustment to be effected
     pursuant to the immediately preceding sentence. In addition, in connection
     with any such change in the class of securities then subject to this Plan,
     the Committee may make appropriate and proportionate adjustments in the
     number and type of shares or other securities or cash or other property
     that may be acquired pursuant to stock options and stock grants theretofore
     awarded under this Plan and the exercise price of such stock options or
     price, if any, of such stock grants.

     No right to purchase or receive fractional shares shall result from any
     adjustment in stock options or stock grants pursuant to this Section 9. In
     case of any such adjustment, the shares subject to the stock option or
     stock grant shall be rounded up to the nearest whole share of Common Stock.


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                                   SECTION 10

                 REGISTRATION, LISTING OR QUALIFICATION OF STOCK

     In the event that the Board or the Committee determines in its discretion
     that the registration, listing or qualification of the shares of Common
     Stock issuable under the Plan on any securities exchange or under any
     applicable law or governmental regulation is necessary as a condition to
     the issuance of such shares under the stock option or stock grant, the
     stock option or stock grant shall not be exercisable or exercised in whole
     or in part unless such registration, listing, qualification, consent or
     approval has been unconditionally obtained.

                                   SECTION 11

                                      TAXES

     The Board or Committee may make such provisions or impose such conditions
     as it may deem appropriate for the withholding or payment by a Participant
     of any taxes which it determines are necessary or appropriate in connection
     with any issuance of shares under this Plan, and the rights of a holder of
     a stock option or stock grant in any shares are subject to satisfaction of
     such conditions. The Company shall not be required to issue shares of
     Common Stock or to recognize the disposition of such shares until such
     obligations are satisfied. At the Participant's election, any such
     obligations may be satisfied by having the Company withhold a portion of
     the shares of Common Stock that otherwise would be issued to the holder of
     the stock option or stock grant upon exercise of the stock option or
     vesting or receipt of the stock grant or by surrendering to the Company
     shares of Common Stock previously acquired. The Company and any affiliate
     of the Company shall not be liable to a Participant or any other persons as
     to any tax consequence expected, but not realized, by any Participant or
     other person due to the receipt of any stock options or shares awarded
     hereunder.

                                   SECTION 12

                         ARBITRATION AND APPLICABLE LAW

     Any claim, dispute or other matter in question of any kind relating to this
     Plan shall be settled by arbitration before a single arbitrator and
     otherwise conducted in accordance with the Rules of the American
     Arbitration Association, which proceedings shall be held in the city in
     which the Company's executive offices are located. Notice of demand for
     arbitration shall be made in writing to the opposing party and to the
     American Arbitration Association within a reasonable time after the claim,
     dispute or other matter in question has arisen. In no event shall a demand
     for arbitration be made after the date when the applicable statute of
     limitations would bar the institution of a legal or equitable proceeding
     based on such claim, dispute or other matter in question. The decision of
     the arbitrator shall be final and may be enforced in any court of competent
     jurisdiction. This


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     Plan and any rights hereunder shall be interpreted and construed in
     accordance with the laws of the State of Delaware and applicable federal
     law.

                                   SECTION 13

                EFFECTIVE DATE, AMENDMENT AND TERMINATION OF PLAN

     This Plan shall become effective upon its approval by a majority of the
     outstanding shares of the Company present, or represented by proxy, and
     entitled to vote at the Company's 1999 annual meeting of stockholders to
     take place following the conclusion of its 1998 fiscal year. Any stock
     options and stock grants awarded prior to the such date shall be contingent
     on such approval and, if such approval is not obtained, shall be null and
     of no effect.

     Unless earlier suspended or terminated by the Board, no stock options or
     stock grants may be awarded after the tenth anniversary of the date the
     Plan is approved by the Company's stockholders. The Board may periodically
     amend the Plan as determined appropriate, without further action by the
     Company's stockholders except to the extent required by applicable law.
     Notwithstanding the foregoing, and subject to adjustment pursuant to
     Section 9, the Plan may not be amended to increase the number of shares of
     Common Stock authorized for issuance under the Plan, unless any such
     amendment is approved by the Company's stockholders. The Plan may be
     earlier terminated at such earlier time as the Board may determine.
     Termination and expiration of the Plan will not affect the rights and
     obligations arising under stock options or stock grants theretofore awarded
     and then in effect.


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