Notes to Consolidated Financial Statements

Note 11:
Employee Benefit Plans

Effective September 1, 1992, the Company implemented a retirement plan that allows employee contributions in accordance with Section 401(k) of the Internal Revenue Code. The Company matches a portion of the employees salary and all full-time employees are eligible to participate in the plan. New employees are eligible to enroll at the beginning of each calendar quarter. For the twelve months ended January 30, 1999, the eleven months ended January 31, 1998, and the twelve months ended March 1, 1997, the Company's matching contribution expense was $5,286,000, $3,297,000 and $2,204,000, respectively.

CEA, the Company's majority-owned Australian subsidiary since May 1995, sponsors superannuation funds for its employees (similar to 401(k) plans in the United States). Total contributions by the Company for the period ended January 30, 1999, the eleven months ended January 31, 1998 and the year ended March 1, 1997 were approximately $1,575,000, $1,606,000, and $1,912,000, respectively.

On August 29, 1994, the Company's shareholders approved the adoption of the 1994 Employee Stock Purchase Plan. A maximum of 1,125,000 shares of Common Stock may be purchased by eligible employees under the 1994 Employee Stock Purchase Plan ("ESPP"). All full-time employees with 30 days service at the start of the annual offering period are eligible to participate at contribution levels ranging from 1% to 15% of compensation. Contributions are applied to purchase common stock at a price equal to the lower of the beginning of the offering periods or end of the offering periods fair market value, less a discount of 10%. Contributions to this plan during the twelve months ended January 30, 1999, the eleven months ended January 31, 1998, and the year ended March 1, 1997 totaled approximately $2,697,000, $3,358,000 and $2,066,000, respectively and purchases under the plan totaled 168,463, 277,571 and 115,488 shares, respectively.

Sofco has an Employee Stock Ownership Plan ("the ESOP") covering substantially all full-time employees. The ESOP invested in the common stock of Sofco which was converted to Corporate Express common stock upon consummation of the acquisition. As of March 1, 1997, the ESOP owned 1,512,164 shares of Corporate Express common stock or equivalents. Employer contributions were $436,000 for fiscal 1996. The ESOP was merged into the Corporate Express, Inc. 401(k) Retirement Plan on September 3, 1997. A total of 1,494,152 shares were transferred and allocated to the participants. A total of 16 other qualified plans were merged into the Corporate Express, Inc. 401(k) Retirement Plan during fiscal 1997. The total amount of assets transferred into the Plan were $9,482,000.