<PAGE>
                                                                   Exhibit 10.34


                                                          (Amended and Restated)

                        SEVERANCE AND RETENTION AGREEMENT

         SEVERANCE AND RETENTION AGREEMENT (this "Agreement") dated as of
_______________, 2001, by and between CSK Auto, Inc., an Arizona corporation
(the "Company"), and Martin Fraser (the "Executive").

                                 R E C I T A L S

         The Company considers it essential and in the best interest of its
stockholders to foster the continuous employment of key management personnel.
The Company further recognizes that, as in the case of many publicly held
corporations, the possibility of a change of control of the Company may exist
and that such possibility, and the uncertainty and questions which it may raise
among management, may create concerns for, and the distraction of, management
personnel and may even result in departures which might have otherwise not have
taken place, all to the detriment of the Company and its stockholders. The
Company now desires to take steps to reinforce and encourage the continued
attention and dedication of members of the Company's management, including the
Executive, to their assigned duties without distraction in the face of
potentially disturbing circumstances arising from the possibility of a Change of
Control (as defined below) of the Company.

                               A G R E E M E N T

         1.       Definitions

                  1.1.     An "Affiliate" of the Company is an entity
controlling, controlled by or under common control with the Company as defined
in Rule 405 of the Securities and Exchange Commission under the Securities Act
of 1933, as amended.

                  1.2.     "Base Salary" shall mean the Executive's regular
annual rate of base pay as of the date in question.

                  1.3.     "Cause" shall mean that Executive: (i) has been
convicted of a felony, or has entered a plea of guilty or nolo contendere to a
felony; (ii) has committed an act of fraud involving dishonesty for personal
gain which is injurious to the Company or any of its subsidiaries; (iii) has
willfully and continually refused to substantially perform his duties with the
Company or any of its subsidiaries (other than any such refusal resulting from
his incapacity due to mental illness or physical illness or injury), after a
demand for substantial performance has been delivered to the Executive by the
Board of Directors of the Company, where such demand reasonably identifies the
manner in which the Board of Directors believes that the Executive has refused
to substantially perform his duties and the passage of a reasonable period of
time as specified by the Board of Directors for Executive to comply with such
demand; or (iv) has willfully engaged in gross misconduct injurious to the
Company or any of its subsidiaries.

                  1.4.     A "Change of Control" shall be deemed to have taken
place if, after the date hereof:
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                  (a)      any person, corporation, or other entity or group,
         including any "group" as defined in Section 13(d)(3) of the Securities
         Exchange Act of 1934, other than (i) any employee benefit plan then
         maintained by CSK Auto Corporation ("Parent") or (ii) Investcorp S.A.,
         a Luxembourg corporation, together with its affiliates, or (iii) any
         group of which Investcorp S.A. or its affiliates is a part so long as
         Investcorp S.A. or one of its affiliates retains the right to designate
         a majority of the nominees to the Board of Directors of the Company,
         becomes the beneficial owner of shares of Parent having 50% or more of
         the total number of votes that may be cast for the election of
         directors of Parent (including any shares owned by such beneficial
         owner or members of its "group" as of the date hereof);

                  (b)      as the result of, or in connection with, any
         contested election for the Board of Directors of Parent, or any tender
         or exchange offer, merger or other business combination or sale of
         assets, or any combination of the foregoing (a "Transaction"), the
         persons who were directors of Parent before the Transaction shall cease
         to constitute a majority of the Board of Directors of Parent or any
         successor to Parent or its assets;

                  (c)      at any time Parent shall consolidate or merge with
         any other Person and Parent shall not be the continuing or surviving
         corporation, or any Person shall consolidate or merge with Parent and
         Parent shall be the continuing or surviving corporation, and in
         connection therewith, all or part of the outstanding Parent stock shall
         be changed into or exchanged for stock or other securities of any other
         Person or cash or any other property;

                  (d)      Parent shall be a party to a statutory share exchange
         with any other Person after which Parent is a subsidiary of any other
         Person; or

                  (e)      Parent shall sell or otherwise transfer all or
         substantially all of the assets or earning power of Parent and its
         subsidiaries (taken as a whole) to any Person or Persons.

                  1.5.     The "Change of Control Date" shall mean the date
immediately prior to the effectiveness of the Change of Control.

                  1.6.     The Executive shall have "Good Reason" to terminate
employment if:

                  (a)      the Executive is not elected, reelected, or otherwise
         continued in the office of the Company or any of its subsidiaries or
         the continuing or surviving corporation in the case of a Change of
         Control that he held immediately prior to the Change of Control Date,
         or he is removed as a member of the Board of Directors of Parent or the
         continuing or surviving corporation in the case of a Change of Control
         if the Executive was a director immediately prior to the Change of
         Control Date;

                  (b)      the Executive's duties, responsibilities or authority
         are materially reduced or diminished without the Executive's consent;

                  (c)      the Executive's compensation or benefits are reduced;


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                  (d)      the Company reduces the potential earnings of the
         Executive under any performance-based bonus or incentive plan of the
         Company;

                  (e)      the Company requires that the Executive's employment
         be based at a location outside a 50 mile radius from the location of
         the Executive's employment location as of the date hereof or the
         Executive's employment location immediately prior to a Change of
         Control Date, as the case may be;

                  (f)      any purchaser, assign, continuing or surviving
         corporation, or successor of the Company or its business or assets
         (whether by acquisition, merger, liquidation, consolidation,
         reorganization, sale or transfer of assets or business, or otherwise)
         fails or refuses to expressly assume in writing this Agreement and all
         of the duties and obligations of the Company hereunder pursuant to
         Section 9 hereof; or

                  (g)      the Company breaches any of the material provisions
         of this Agreement or the Executive's employment agreement, if any.

                  Notwithstanding the foregoing, none of the events referred to
in (a) through (g) above shall constitute Good Reason unless the Executive gives
written notice to the Company of his election to terminate his employment for
such reason within 90 days after he becomes aware of the existence of facts or
circumstances constituting Good Reason. Such notice shall set forth in
reasonable detail the facts and circumstances constituting the Good Reason and,
if the Good Reason is a curable condition, shall provide the Company with 30
days to cure such condition. The notice shall also specify the date when the
termination of employment is to become effective (if the Good Reason is not
curable or is curable, but not cured within the 30 days), which date shall be
not less than 60 days and not more than 180 days from the date the notice is
given.

                  1.7.     "Person" shall have the meaning ascribed to such term
in Section 3(a)(9) of the Securities Exchange Act of 1934 and used in Sections
13(d) and 14(d) thereof, including a "group" as defined in Section 13(d).

                  1.8.     "Target Bonus" shall mean the target bonus (100%
level) established for the Executive for the year in question under the
Company's "Annual Incentive Plan" or "Performance Unit Plan," as applicable.

         2.       Retention Bonus. If (i) the Executive remains continuously
employed by the Company or its Affiliates or the continuing or surviving
corporation in the case of Section 1.4 hereof on a full-time basis through the
date that is six months following a Change of Control Date or (ii) the
Executive's employment with the Company is terminated (a) by the Company without
Cause or (b) by the Executive for Good Reason, in each case before the date that
is six months following a Change of Control Date, the Company shall pay to the
Executive a gross lump sum cash amount equal to six (6) months of the
Executive's then current Base Salary (the "Retention Bonus"). In accordance with
the preceding sentence, such payments, if any, shall be made to the Executive
within 10 days following the date that is six months following a Change of
Control Date. Any payment of the Retention Bonus shall be paid net of any
applicable withholding required under federal, state or local law.


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         3.       Change of Control Severance Benefits

                  3.1.     Eligibility for Change of Control Severance Benefits.
The Executive shall be eligible for the benefits described in Section 3.2 (the
"Change of Control Severance Benefits") if there has been a Change of Control
and during the twelve (12) month period commencing on the Change of Control Date
(the "Post Change of Control Period"), the Executive's employment with the
Company is terminated (i) by the Company without Cause or (ii) by the Executive
for Good Reason.

                  3.2.     Severance Benefit. Upon satisfaction of the terms and
conditions of this Agreement, and subject to Section 6, the Executive shall be
entitled to the following Change of Control Severance Benefits:

                  (a)      Cash Payments. The Executive shall be entitled to
         receive an amount in cash equal to the sum of:

                           (i)      150% of the greater of (x) the sum of the
                  Executive's Base Salary, benefits and Target Bonus, in each
                  case as in effect upon the date Executive's employment was
                  terminated, or (y) the sum of the Executive's Base Salary,
                  benefits and Target Bonus, in each case as in effect on the
                  Change of Control Date; and

                           (ii)     accrued and unused vacation.

         The payment shall be made in equal monthly installments over an
         eighteen (18) month period and shall be paid net of any applicable
         withholding required under federal, state or local law. Any such
         payment shall be in lieu of any payment otherwise due under the
         Company's "Annual Incentive Plan" or "Performance Unit Plan" for the
         year in which the Executive's termination occurs.

                  (b)      Outplacement Services. The Company shall provide the
         Executive with outplacement counseling services from an outplacement
         firm of national reputation to assist the Executive in obtaining new
         employment, provided that the amount required to be expended on such
         services by the Company shall not exceed 30% of the greater of
         Executive's Base Salary as in effect upon the date Executive's
         employment was terminated or as in effect on the Change of Control
         Date.

         4.       Standard Severance Benefits

                  4.1.     Eligibility for Standard Severance Benefits. If the
Executive's employment with the Company is terminated (i) by the Company without
Cause or (ii) by the Executive for Good Reason, in each case other than during
the Post Change of Control Period, the Executive shall be eligible for the
benefits described in Section 4.2 (the "Standard Severance Benefits").


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                  4.2.     Severance Benefit. Upon satisfaction of the terms and
conditions of this Agreement, and subject to Section 6, the Executive shall be
entitled to the following Standard Severance Benefits:

                  (a)      Cash Payments. The Executive shall be entitled to
         receive an amount in cash equal to the sum of:

                           (i)      75% of the greater of (x) the sum of the
                  Executive's Base Salary, benefits and Target Bonus, in each
                  case as in effect upon the date Executive's employment was
                  terminated, or (y) the sum of the Executive's Base Salary,
                  benefits and Target Bonus, in each case as in effect on the
                  date hereof; and

                           (ii)     accrued and unused vacation.

         The payment shall be made in equal monthly installments over a nine (9)
         month period and shall be paid net of any applicable withholding
         required under federal, state or local law. Any such payment shall be
         in lieu of any payment otherwise due under the Company's "Annual
         Incentive Plan" or "Performance Unit Plan" for the year in which the
         Executive's termination occurs.

                  (b) Outplacement Services. The Company shall provide the
         Executive with outplacement counseling services from an outplacement
         firm of national reputation to assist the Executive in obtaining new
         employment, provided that the amount required to be expended on such
         services by the Company shall not exceed 30% of the greater of
         Executive's Base Salary as in effect upon the date Executive's
         employment was terminated or as in effect on the date hereof.

         5.       Release. Notwithstanding anything in this Agreement to the
contrary, neither the Retention Bonus, the Change of Control Severance Benefits
nor the Standard Severance Benefits shall be payable to the Executive pursuant
to this Agreement unless and until the eighth (8th) day after the Executive
executes, in each case, a general release in the form of Exhibit A attached
hereto (the "Release").

         6.       Limitation on Payments to Executive. Notwithstanding anything
in this Agreement to the contrary, the total of all payments made to the
Executive under this Agreement shall be reduced such that no such payments will
result, individually or in the aggregate, in (i) the payment of any "excess
parachute payments" within the meaning of Section 280G of the Internal Revenue
Code, as amended (the "Code") or (ii) the non-deductibility of such payments
under Section 162(m) of the Code.

         7.       Restrictive Covenants.

                  7.1.     Confidentiality. The Executive understands and
acknowledges that during the Executive's employment with the Company, the
Executive has had and will have access to and has learned and will learn (i)
information proprietary to the Company and its Affiliates that concerns the
operation and methodology of the businesses conducted by the Company and its
Affiliates and as the same are hereafter conducted by the Company and its
Affiliates (the


                                       5
<PAGE>
"Business") or (ii) other information proprietary to the Company and its
Affiliates, including, without limitation, trade secrets, processes, patent and
trademark applications, product development, price, customer and supply lists,
pricing and marketing plans, policies and strategies, details of client and
consultant contracts, operations methods, product development techniques,
business acquisition plans, new personnel acquisition plans and all other
confidential information with respect to the Business (collectively,
"Proprietary Information"). The Executive agrees that, from and after the date
hereof, the Executive will keep confidential and will not disclose directly or
indirectly any such Proprietary Information to any third party, except as
required to fulfill the Executive's duties as an Executive of the Company, and
will not misuse, misappropriate or exploit such Proprietary Information in any
way. The restrictions contained herein shall not apply to any information which
(a) was already available to the public at the time of disclosure, or
subsequently becomes available to the public otherwise than by breach of this
Agreement, or (b) was disclosed due to a requirement of law, provided that the
Executive shall have given prompt notice of such requirement to the Company to
enable the Company to seek an appropriate protective order with respect to such
disclosure. Upon any termination of the employment of the Executive, the
Executive shall promptly return to the Company and its Affiliates all documents,
computer disks, records, notebooks and similar repositories of any Proprietary
Information in the Executive's possession, including copies thereof.

                  7.2.     Agreement Not to Compete/Non-Solicitation.

                  (a)      During the eighteen (18) month period following the
         first monthly payment constituting a Change of Control Severance
         Benefit, or during the nine (9) month period following the first
         monthly payment constituting the Standard Severance Benefit, as
         applicable (the "Non-Compete Period"), the Executive shall not become
         engaged in a managerial or executive capacity for, or consultant to,
         Auto Zone, Inc., The Pep Boys - Manny, Moe & Jack, O'Reilly Automotive,
         Inc., Advance Stores Company, Incorporated or Discount Auto Parts, Inc.

                  (b)      During the Non-Compete Period, the Executive shall
         not, directly or indirectly, hire or attempt to hire any employee of
         the Company.

                  (c)      During the Non-Compete Period, the Executive shall
         not, directly or indirectly, call on or solicit any person, firm,
         corporation, business or other entity who or which is, or within two
         years prior to the Non-Compete Period had been, a customer of the
         Company or any Affiliate of the Company.

                  7.3.     Remedies. The Executive acknowledges and agrees that
damages for a breach or threatened breach of any of the covenants set forth in
this Section 7 will be difficult to determine and will not afford a full and
adequate remedy, and therefore agrees that the Company, in addition to seeking
actual damages in connection therewith, may seek specific enforcement of any
such covenant in any court of competent jurisdiction, including, without
limitation, by the issuance of a temporary or permanent injunction. In addition,
the Company may terminate the payment of any remaining Change of Control
Severance Benefits or Standard Severance Benefits in the event of a breach or
threatened breach of any of the covenants set forth in this Section 7.


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         8.       Waiver of Other Severance Benefits. The Change of Control
Severance Benefits and Standard Severance Benefits payable pursuant to this
Agreement are in lieu of any and all other severance benefits that may otherwise
be payable to the Executive upon termination of his or her employment for any
reason, (including, without limitation, any benefits to which the Executive
might otherwise have been entitled under the Stockholders Agreement, dated
October 30, 1996, among the stockholders named therein and the Company, any
employment agreement and any letter agreements to which the Executive is a party
(collectively, "Contractual Benefits"), except those benefits which are to be
made available to the Executive as required by applicable law, and Executive
hereby waives all such Contractual Benefits in exchange for the Company's
agreement to make the payments to be made hereunder.

         9.       Assumption of Agreement. The Company will require any
successor (whether by purchase of assets, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company to
expressly assume and agree to perform all of the obligations of the Company
under this Agreement (including the obligation to cause any subsequent successor
to also assume the obligations of this Agreement) unless such assumption occurs
by operation of law.

         10.      Notices. Any notice or communication given by either party
hereto to the other shall be in writing and personally delivered, delivered by
overnight delivery service or mailed by registered or certified mail, return
receipt requested, postage prepaid, to the following addresses:

                  (a)      If to the Company:

                           CSK Auto Corporation
                           625 East Missouri Avenue
                           Phoenix, Arizona  85012
                           Attn.:  General Counsel

                           with a copy to:

                           Gibson, Dunn & Crutcher LLP
                           1801 California Street, Suite 4100
                           Denver, Colorado  80202
                           Attn.:  Richard M. Russo, Esq.

                  (b)      if to the Executive, to the address of the Executive
                           as it appears in the records of the Company

         Any notice shall be deemed given when actually delivered to such
address, or five days after such notice has been mailed or one day after such
notice has been sent by overnight delivery service, whichever comes earliest.
Any person entitled to receive notice may designate in writing, by notice to the
other, such other address to which notices to such person shall thereafter be
sent.


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<PAGE>
         11.      Miscellaneous.

                  11.1.    Entire Agreement. This Agreement, including the
Release, contains the entire understanding of the parties in respect of its
subject matter, and any other agreement or understanding between the parties,
oral or written, made prior to the date of this Agreement is hereby terminated
in its entirety.

                  11.2.    Amendment; Waiver. This Agreement may not be amended,
supplemented, cancelled or discharged, except by written instrument executed by
the party affected thereby. No failure to exercise, and no delay in exercising,
any right, power or privilege hereunder shall operate as a waiver thereof. No
waiver of any breach of any provision of this Agreement shall be deemed to be a
waiver of any preceding or succeeding breach of the same or any other provision.

                  11.3.    Binding Effect; Assignment. The rights and
obligations of this Agreement shall bind and inure to the benefit of any
successor of the Company by reorganization, merger or consolidation, or any
assignee of all or substantially all of the Company's business and properties.
The Company may assign its rights and obligations under this Agreement to any of
its Affiliates without the consent of the Executive, but shall remain liable for
any payments provided hereunder not timely made by any Affiliate assignee. The
Executive's rights or obligations under this Agreement may not be assigned by
the Executive.

                  11.4.    Headings. The headings contained in this agreement
are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

                  11.5.    Governing Law. This Agreement shall be construed in
accordance with and governed for all purposes by the laws and public policy
(other than conflict of laws principles) of the State of Arizona applicable to
contracts executed and to be wholly performed within such state.

                  11.6.    Arbitration. Any dispute or controversy arising under
or in connection with this Agreement, including any claim arising out of or in
connection with any termination of the Executive's employment, shall be settled
exclusively by arbitration in Phoenix, Arizona in accordance with the rules of
the American Arbitration Association then in effect. Judgment may be entered on
the arbitrator's award in any court having jurisdiction.

                  11.7.    Further Assurances. Each of the parties agrees to
execute, acknowledge, deliver and perform, and cause to be executed,
acknowledged, delivered and performed, at any time and from time to time, as the
case may be, all such further acts, deeds, assignments, transfers, conveyances,
powers of attorney and assurances as may be reasonably necessary to carry out
the provisions or intent of this Agreement.

                  11.8     Severability. The parties have carefully reviewed the
provisions of this Agreement and agree that they are fair and equitable.
However, in light of the possibility of differing interpretations of law and
changes in circumstances, the parties agree that if any one or more of the
provisions of this Agreement shall be determined by a court of competent


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jurisdiction to be invalid, void or unenforceable, the remainder of the
provisions of this Agreement shall, to the extent permitted by law, remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Moreover, if any of the provisions contained in this Agreement is determined by
a court of competent jurisdiction to be excessively broad as to duration,
activity, geographic application or subject, it shall be construed, by limiting
or reducing it to the extent legally permitted, so as to be enforceable to the
extent compatible with then applicable law.

                  11.9     Amendment and Restatement. This Agreement is an
amendment and restatement of that certain Severance and Retention Agreement
dated October 8, 2001 (the "Original Agreement"). Upon the full execution of
this Agreement, the Original Agreement shall be deemed to be null and void.

                         [SIGNATURES BEGIN ON NEXT PAGE]


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                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.

                                           CSK AUTO, INC.



                                           By:__________________________________
                                                    Name:
                                                    Title:



                                           EXECUTIVE



                                           _____________________________________

                                           Martin Fraser



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                                                          (Amended and Restated)
                                                                       EXHIBIT A

                                      Date of Notification:_____________________


                                 GENERAL RELEASE


         This is a General Release (this "Release") executed by _____________
(the "Executive") pursuant to Section 5 of the Severance and Retention Agreement
dated as of ________ __, 2001 (the "Retention Agreement") between CSK Auto,
Inc., an Arizona corporation (the "Company"), and the Executive.

         WHEREAS, the Company and the Executive intend that the terms and
conditions of the Retention Agreement and this Release shall govern all issues
related to the Executive's employment and termination of employment by the
Company;

         WHEREAS, the Executive has had at least 21 days to consider the form of
this Release.

         WHEREAS, the Company advised the Executive in writing to consult with a
lawyer before signing this Release;

         WHEREAS, the Executive has represented and hereby reaffirms that the
Executive has disclosed to the Company any information in the Executive's
possession concerning any conduct involving the Company or its affiliates that
the Executive has any reason to believe involves any false claims to the United
States or is or may be unlawful or violates the policies of the Company in any
respect;

         WHEREAS, the Executive acknowledges that the consideration to be
provided to the Executive under the Retention Agreement is sufficient to support
this Release;

         WHEREAS, the Executive represents that the Executive has not filed any
charges, claims or lawsuits against the Company involving any aspect of the
Executive's employment which have not been terminated as of the date of this
Release; and

         WHEREAS, the Executive understands that the Company regards the
representations by the Executive as material and that the Company is relying on
these representations in paying amounts to the Executive pursuant to the
Retention Agreement.

         THEREFORE, the Executive agrees as follows:

         1.       The Executive, on behalf of the Executive and anyone claiming
through the Executive, including the Executive's heirs, assigns and agents,
releases and discharges the Company and its directors, officers, employees,
subsidiaries, affiliates and agents, and the predecessors, successors and
assigns of any of them (the "Released Parties"), from each and every claim,
action or right of any sort, in law or in equity, known or unknown, asserted or


                                      A-1
<PAGE>
unasserted, foreseen or unforeseen, arising on or before the Effective Date (as
defined in Section 7 hereof).

                  (a)      This Release includes, but is not limited to: any
claim of discrimination on the basis of race, sex, religion, marital status,
sexual orientation, national origin, handicap or disability, age, veteran
status, special disabled veteran status or citizenship status; any other claim
based on a statutory prohibition or common law doctrine; any claim arising out
of or related to the Executive's employment with the Company, the terms and
conditions thereof or the termination or cessation thereof; any express or
implied employment contract, any other express or implied contract affecting
terms and conditions of the Executive's employment or the termination or
cessation thereof, or a covenant of good faith and fair dealing; any tort claims
and any personal gain with respect to any claim arising under the qui tam
provisions of the False Claims Act, 31 U.S.C. 3730.

                  (b)      The Executive represents that the Executive
understands this Release, that rights and claims under the Age Discrimination in
Employment Act of 1967, as amended, the Civil Rights Act of 1964, as amended,
the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Older Workers'
Benefit Protection Act, the Family and Medical Leave Act, the Americans with
Disabilities Act and the Executive Retirement Income Security Act of 1974 are
among the rights and claims against the Released Parties the Executive is
releasing, and that the Executive understands that the Executive is not
releasing any rights or claims arising after the Effective Date.

                  (c)      The Executive further agrees never to sue the
Released Parties or cause the Released Parties to be sued regarding any matter
within the scope of this Release. If the Executive violates this Release by
suing any of the Released Parties or causing any of the Released Parties to be
sued, the Executive agrees to pay all costs and expenses of defending against
the suit incurred by the Released Parties, including reasonable attorneys' fees.

                  (d)      The Executive expressly represents and warrants that
the Executive is the sole owner of the actual or alleged claims, demands,
rights, causes of action and other matters that are released herein, that the
same have not been transferred or assigned or caused to be transferred or
assigned to any other person, firm, corporation or other entity, and that the
Executive has the full right and power to grant, execute and deliver this
Release.

         2.       The Executive acknowledges that the Executive is bound by the
provisions of Section 6 of the Retention Agreement.

         3.       The Executive understands that any and all Company covenants
which relate to Company obligations to the Executive following any Change of
Control Date (as defined in the Retention Agreement), including but not limited
to the payments set forth in the Retention Agreement, are contingent on the
Executive's satisfaction of the Executive's obligations under this Release.

         4.       The Executive agrees that he or she will cooperate fully with
the Company in connection with any and all existing or future litigation or
investigations brought by or against


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<PAGE>
the Company or any of its affiliates, agents, officers, directors or employees,
whether administrative, civil or criminal in nature, in which and to the extent
the Company deems the Executive's cooperation necessary. The Executive
understands that the Company will reimburse the Executive for reasonable
out-of-pocket expenses incurred as a result of such cooperation. Nothing herein
shall prevent the Executive from communicating with or participating in any
government investigation. The Executive will act in good faith to furnish the
information and cooperation required by this Section 4 and the Company will act
in good faith so that the requirement to furnish such information and
cooperation does not create a hardship for the Executive.

         5.       The Executive agrees, subject to any obligations the Executive
may have under applicable law, that the Executive will not make or cause to be
made any statements that disparage, are inimical to, or damage the reputation of
the Company or any of its affiliates, subsidiaries, agents, officers, directors
or Executives. In the event such a communication is made to anyone, including
but not limited to the media, public interest groups and publishing companies,
it will be considered a material breach of the terms of the Retention Agreement
and this Release and the Executive will be required to reimburse the Company for
any and all payments made under the terms of the Retention Agreement and all
commitments to make additional payments to the Executive will be null and void.

         6.       The Company is not obligated to offer employment to the
Executive (or to accept services or the performance of work from the Executive
directly or indirectly) now or in the future.

         7.       The Executive may revoke this Release in writing within seven
days of signing it. This release will not take effect until the Effective Date.
If the Executive revokes this Release, all of its provisions and the payment
provisions of the Retention Agreement shall be void and unenforceable. The
"Effective Date" shall be the day after the end of the revocation period
described in this Section 7 hereof.

         8.       The Executive shall keep strictly confidential all the terms
and conditions, including amounts, in the Retention Agreement and this Release
and shall not disclose them to any person other than the Executive's spouse, the
Executive's legal or financial advisor or United States governmental officials
who seek such information in the course of their official duties, unless
compelled by law to do so. If a person not a party to the Retention Agreement
requests or demands, by subpoena or otherwise, that the Executive disclose or
produce the Retention Agreement or this Release or any terms or conditions
thereof, the Executive shall immediately notify the Company and shall give the
Company an opportunity to respond to such notice before taking any action or
making any decision in connection with such request or subpoena.

         9.       The Retention Agreement and this Release constitute the entire
understanding between the parties. The Executive has not relied on any oral
statements that are not included in the Retention Agreement or this Release.

         10.      In the event that any provision of this Agreement is
determined to be legally invalid or unenforceable by any court of competent
jurisdiction, and cannot be modified to be


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enforceable, the affected provision shall be stricken from the Agreement, and
the remaining terms of the Agreement and its enforceability shall remain
unaffected.

         11.      This Release shall be construed, interpreted and applied in
accordance with the law of the State of Arizona (other than conflict of laws
principles).


                                         EXECUTIVE




                                         _______________________________________




Date:_____________________________


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