Exhibit 10(p)

PIONEER-STANDARD ELECTRONICS, INC.

BENEFIT EQUALIZATION PLAN

Effective: April 27, 1999

ARTICLE    DESCRIPTION                                                   PAGE
-------    -----------                                                   ----

   1       NAME AND PURPOSE                                               1-1

   2       DEFINITIONS                                                    2-1

   3       ELIGIBILITY AND PARTICIPATION                                  3-1

   4       COMPENSATION REDUCTION, MATCH AND PROFIT
           SHARING AMOUNTS AND ACCOUNTS                                   4-1

   5       ELIGIBILITY FOR RETIREMENT AND RELATED BENEFITS                5-1

   6       FORMS OF RETIREMENT BENEFITS                                   6-1

   7       DEATH BENEFITS                                                 7-1

   8       RIGHTS OF PARTICIPANTS AND BENEFICIARIES                       8-1

   9       TRUST                                                          9-1

   10      CLAIMS PROCEDURE                                               10-1

   11      ADMINISTRATION                                                 11-1

   12      AMENDMENT AND TERMINATION                                      12-1

   13      PARTICIPATING COMPANIES                                        13-1

   14      MISCELLANEOUS                                                  14-1

PIONEER-STANDARD ELECTRONICS, INC.

BENEFIT EQUALIZATION PLAN

This Plan is hereby adopted by Pioneer-Standard Electronics, Inc., a corporation organized and existing under and by virtue of the laws of the State of Ohio (hereinafter referred to as the "Company");

W I T N E S S E T H:

WHEREAS, the Company maintains the Pioneer-Standard Electronics, Inc. Employees' Profit Sharing Retirement Plan (hereinafter referred to as the "Profit Sharing Plan"); and

WHEREAS, the Company now desires to establish the Pioneer-Standard Electronics, Inc. Benefit Equalization Plan (hereinafter referred to as the "Plan") in order to permit certain management and highly compensated employees to make deferrals of their unpaid compensation, receive matching contributions on such deferrals, and receive employer nonelective contributions in excess of the certain limits imposed under the Profit Sharing Plan; and

WHEREAS, the Company desires to further provide such management and highly compensated employees with unfunded deferred compensation by providing an election to defer receipt of certain additional compensation from the Company as well as providing the Company with a vehicle to provide additional deferred compensation to such individuals;

NOW, THEREFORE, the Company hereby adopts the Plan, effective April 27, 1999, as follows:

1.1. Name. The name of this Plan shall be the PIONEER-STANDARD ELECTRONICS, INC. BENEFIT EQUALIZATION PLAN.

1.2. Purpose. This Plan is hereby established to provide unfunded deferred compensation to certain management and highly compensated employees of the Participating Companies under certain conditions specified herein.

1.3. Plan for a Select Group. This Plan shall only cover Employees of the Participating Companies who are members of a "select group of management or highly compensated employees" within the meaning of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA. The Company shall have the authority to take any and all actions necessary or desirable in order that this Plan shall satisfy the requirements set forth in ERISA and regulations thereunder applicable to plans maintained for Employees who are members of a select group of management or highly compensated employees. Moreover, this Plan at all times shall be administered in such a manner, and benefits hereunder shall be so limited, notwithstanding any contrary provision of this Plan, in order that this Plan shall constitute such a plan.

1.4. Not a Funded Plan. It is the intention and purpose of the Company that this Plan shall be deemed to be "unfunded" for tax purposes as well as being such a plan as would properly be described as "unfunded" for purposes of Title I of ERISA. This Plan shall be administered in such a manner, notwithstanding any contrary provision of this Plan, in order that it will be so deemed and would be so described.

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Unless the context otherwise indicates, the following words used herein shall have the following meanings wherever used in this instrument:

2.1. Accounts. The word "Accounts" shall mean the Deferral Account, Match Account and Profit Sharing Account maintained on the books of the Company for a Participant under this Plan. A Participant's Accounts shall not constitute or be treated as a trust fund of any kind.

2.2. Administrator. The word "Administrator" shall mean the person or persons, corporation or partnership designated as Administrator under Article 11 hereof.

2.3. Adoption Date. The words "Adoption Date" shall mean the date as of which any Participating Company shall have adopted the Plan.

2.4. Affiliated Company. The words "Affiliated Company" generally shall mean any corporation or business organization that, directly or indirectly, through one or more intermediaries controls, is controlled by, or is under common control with the Company, and particularly shall mean any corporation of which eighty percent (80%) of the voting stock is directly or indirectly owned by the Company.

2.5. Appeals Committee. The words "Appeals Committee" shall mean the Appeals Committee established pursuant to Article 10 hereof.

2.6. Annual Incentive Compensation Plan. The words "Annual Incentive Compensation Plan" shall mean an arrangement used to provide annual incentive compensation to employees of the Participating Companies, whether set forth in a plan, contained in individual employment agreements or otherwise.

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2.7. Base Salary. The words "Base Salary" shall mean a Participant's base remuneration for services rendered to a Participating Company while a Participant; provided, however, that to the extent the Compensation Committee considers it appropriate, Base Salary payable to a Participant for service rendered to an Affiliated Company shall be taken into account in determining his Base Salary. A Participant's Base Salary will not be reduced by any of the following:

(i) amounts which are excluded from taxable income under Code Sections 125, 402(e)(3) and 402(h); and

(ii) amounts which are excluded from taxable income because they are deferred by the Participant under a plan similar to this Plan.

Base Salary shall, however, not include fringe or special benefits or perquisites, or matching or employer contributions under any benefit plan of any Participating Company or Affiliated Company.

2.8. Beneficiary. The word "Beneficiary" shall mean any person who receives or is designated to receive payment of any benefit under the terms of this Plan because of the participation of another person in this Plan.

2.9. Benefit Commencement Date. The words "Benefit Commencement Date" shall mean the first date as of which benefits are to be paid pursuant to the terms of this Plan.

2.10. Board. The word "Board" shall mean the Board of Directors of the Company.

2.11. Bonus. The word "Bonus" shall mean a Participant's bonus for services rendered to a Participating Company while a Participant, whether payable pursuant to the Annual Incentive Compensation Plan or otherwise, provided, however, that to the extent the Compensation Committee considers it appropriate, a bonus payable to a Participant for services rendered to an Affiliated Company shall be taken into account in determining the amount of a Participant's Bonus for purposes of this Plan. A Participant's Bonus will not be reduced by any of the following:

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(i) amounts which are excluded from taxable income under Code Sections 125, 402(e)(3) and 402(h); and

(ii) amounts which are excluded from taxable income because they are deferred by the Participant under a plan similar to this Plan.

A Bonus shall, however, not include fringe or special benefits or perquisites, or matching or employer contributions under any benefit plan of any Participating Company or Affiliated Company. If amounts are payable under the Annual Incentive Compensation Plan, or other arrangement, more frequently than annually, each such payment shall constitute a separate Bonus for purposes of this Plan.

2.12. Bonus Deferral Election. The words "Bonus Deferral Election" shall mean, with respect to any Participant, the whole percentage or dollar amount of a future Bonus payment which the Participant elects to defer to the Plan pursuant to Article 4 hereof.

2.13. Breach of the Restrictive Covenants. The words "Breach of the Restrictive Covenants" shall mean, during a Participant's employment with the Company or any Affiliated Company or thereafter, during the term of any written agreement between the Company or Affiliated Company and the Participant dealing with noncompetition, nonsolicitation, noninterference, confidentiality or similar matters, the breach of such agreement by the Participant as reasonably determined by the Compensation Committee in good faith, but only if such breach is not remedied within

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thirty (30) days following actual written notification of such breach by the Compensation Committee to the Participant.

2.14. Cause. The word "Cause" shall mean for purposes of this Plan:

(a) a Participant's Termination of Employment shall have been the result of his conviction of any of the following: (i) embezzlement;
(ii) misappropriation of money or other property of the Company or any Affiliated Company; or (iii) any felony;

(b) a Breach of the Restrictive Covenants; or;

(c) a Participant's failure, during his employment with the Company or any Affiliated Company, to devote his full time and undivided attention during normal business hours to the business and affairs of the Company or any Affiliated Company, except for reasonable vacations and for illness or incapacity; provided, however, that the Participant may, with the consent of the Company, serve as a director or member of an advisory committee of any organization involving no conflict of interest with the interests of the Company, engage in charitable and community activities, and manage his personal affairs, provided that such activities do not materially interfere with the regular performance of his duties and responsibilities of employment.

2.15. Change of Control. The words "Change of Control" shall mean the occurrence of any of the following events:

(a) all or substantially all of the assets of the Company are sold or transferred to another corporation or entity, or the Company is merged, consolidated or reorganized with or into another corporation or entity, with the result that upon conclusion of the transaction less than fifty-one percent (51%) of the outstanding securities entitled to vote generally in the election of Directors ("Voting Stock") or other capital interests of the acquiring corporation or entity are owned, directly or indirectly, by the holders of Voting Stock of the Company generally prior to the transaction;

(b) there is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934 ("Exchange Act") disclosing that any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term "beneficial

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owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing twenty percent (20%) or more of the combined voting power of the then-outstanding Voting Stock of the Company;

(c) the Company shall file a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Item 1 of Form 8-K thereunder or Item 6(e) of Schedule 14A thereunder (or any successor schedule, form or report or item therein) that a change in control of the Company has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction; or

(d) the individuals who, at the beginning of any period of two
(2) consecutive calendar years, constituted the Directors of the Company cease for any reason to constitute at least a majority thereof unless the nomination for election by the Company's shareholders of each new Director of the Company was approved by a vote of at least two-thirds (2/3) of the Directors of the Company still in office who were Directors of the Company at the beginning of any such period.

2.16. Code. The word "Code" shall mean the Internal Revenue Code of 1986, as amended, and any regulations or other pronouncements promulgated thereunder. Whenever a reference is made herein to a specific Code Section, such reference shall be deemed to include any successor Code Section having the same or a similar purpose.

2.17. Company. The word "Company" shall mean Pioneer-Standard Electronics, Inc. and any successor corporation or business organization which shall assume the duties and obligations of Pioneer-Standard Electronics, Inc. under this Plan.

2.18. Compensation. The word "Compensation" shall mean all remuneration which is paid to an Employee in cash or in kind for the performance of services for a Participating Company for the Fiscal Year, and which must be reported as wages on the Employee's Form W-2 for income tax purposes, adjusted as follows:

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(a) increased for salary reduction amounts which are excluded from the taxable income of the Employee under Code Sections 125, 402(e)(3) and 402(h);

(b) increased by any deferred compensation amounts; and

(c) reduced by all of the following amounts even if they are taxable to the Employee:

(i) expense reimbursements, expense allowances or moving expenses; and

(ii) cash and noncash fringe benefits and welfare benefits.

Finally, an Employee's Compensation with respect to a Fiscal Year shall be that Compensation which is earned for such Fiscal Year, without regard to when such Compensation is actually paid to the Employee.

2.19. Compensation Committee. The words "Compensation Committee" shall mean the Compensation Committee of the Board or any successor thereto.

2.20. Compensation Limit. The words "Compensation Limit" shall mean the limitation on annual compensation which is taken into account under the Profit Sharing Plan pursuant to Section 401(a)(17) of the Code. This limitation shall be adjusted, as applicable, on January 1 of each year. The Compensation Limit used to determine Excess Compensation for a particular Fiscal Year shall be the limitation on annual compensation which is taken into account under the Profit Sharing Plan for the plan year of the Profit Sharing Plan which ends on December 31 in such Fiscal Year.

2.21. Continuous Service. The words "Continuous Service" shall mean for any Participant any period during which he is or was employed by any Participating Company or Affiliated Company, excluding any periods of Disability, even if such period

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of Disability is counted as Continuous Service under any other plan or arrangement of any Participating Company or Affiliated Company. Each such period shall be measured from the Participant's date of hire (which date shall be considered to be the first day during which the Participant performs any service for any Participating Company or Affiliated Company for which the Participant is directly or indirectly compensated) until the date of Termination of Employment which follows such date of hire.

In addition, if any Participant has a Termination of Employment and is rehired within twelve (12) months of:

(a) the date of his Termination of Employment; or

(b) if earlier, the first day of any period of leave of absence, layoff or Military Service after the end of which the Employee did not return to work for a Participating Company or an Affiliated Company prior to his Termination of Employment;

such Participant's Continuous Service shall include the period of severance measured from his Termination of Employment until his subsequent date of rehire. Two or more such periods that contain fractions of a year (computed in months and days) shall be aggregated on the basis of twelve (12) months constituting a year and thirty (30) days constituting a month.

In the event that a business organization shall be or shall have been acquired by or merged into a Participating Company, the date of hire of each Participant who is or was an employee of such business organization on the date of acquisition shall be deemed to have been the most recent date he was hired by such business organization unless another date is designated by the Compensation Committee.

2.22. Deferral Account. The words "Deferral Account" shall mean the bookkeeping account maintained by the Company on behalf of each Participant to reflect

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the Participant's Deferral Amounts for each Fiscal Year and all earnings, gains and losses thereon.

2.23. Deferral Amount. The words "Deferral Amount" shall mean for each Participant an amount equal to the amount by which the Participant's Base Salary and Bonus are reduced by means of a Salary Deferral Election or a Bonus Deferral Election pursuant to Article 4 hereof.

2.24. Deferral Election. The words "Deferral Election" shall mean, with respect to any Participant, the whole percentage or dollar amount of Base Salary and Bonus which the Participant elects to defer to the Plan pursuant to Article 4 hereof.

2.25. Director. The word "Director" shall mean a member of the Board.

2.26. Disability. The word "Disability" shall mean, with respect to any Participant, a medically determinable physical or mental impairment which qualifies the Participant to receive benefits under the Participating Company's long term disability plan, or which would qualify the Participant to receive benefits under the Participating Company's long term disability plan had he been covered by said plan; except that no Participant shall be deemed to have a Disability if such disability:

(a) was contracted, suffered or incurred while the Participant was engaged in, or resulted from his having engaged in a criminal act or enterprise;

(b) resulted from the Participant's addiction, habituation or use of alcohol, narcotics or hallucinogens, provided however, that where such Participant is determined to be a qualified individual with a disability within the meaning of the Americans With Disabilities Act (42 United States Code Section 12101 et seq.) with respect to such disability, the exclusion contained in this Subsection (b) shall be limited to such Participant's engaging in the illegal use of drugs or alcohol within the meaning of 42 United States Code Section 12114; or

(c) resulted from any intentionally self-inflicted injury.

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A determination of Disability shall be made by the Administrator with the advice of competent medical authority.

2.27. Early Retirement Date. The words "Early Retirement Date" shall mean the date on which a Participant attains the later of age fifty-five (55) or seven (7) years of Continuous Service.

2.28. Effective Date. The words "Effective Date" shall mean the date this Plan became effective, which date is April 27, 1999.

2.29. Employee. The word "Employee" shall mean any common-law employee of any Participating Company or Affiliated Company, whether or not an officer or Director, but excluding any person serving only in the capacity of a Director.

2.30. ERISA. The acronym "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, and any regulations or other pronouncements promulgated thereunder. Whenever a reference is made herein to a specific ERISA Section, such reference shall be deemed to include any successor ERISA Section having the same or a similar purpose.

2.31. Excess Compensation. The words "Excess Compensation" shall mean the Participant's Compensation for a Fiscal Year which is in excess of the Compensation Limit.

2.32. Fiscal Year. The words "Fiscal Year" shall mean the twelve (12) month period ending on March 31 in each calendar year.

2.33. Match Account. The words "Match Account" shall mean the bookkeeping account maintained by the Company on behalf of each Participant to reflect

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the Participant's Match Amounts for each Fiscal Year and all earnings, gains and losses thereon.

2.34. Match Amounts. The words "Match Amounts" shall mean for each Participant the amounts which are deemed to be credited to the Participant's Match Account pursuant to Article 4 hereof.

2.35. Military Service. The words "Military Service" shall mean duty in the Armed Forces of the United States, whether voluntary or involuntary, provided that the Employee serves not more than one voluntary enlistment or tour of duty and further provided that such voluntary enlistment or tour of duty does not follow involuntary duty. To the extent required by law, this Plan shall be administered in compliance with the Uniformed Services Employment and Reemployment Rights Act of 1994.

2.36. Normal Retirement Date. The words "Normal Retirement Date" shall mean the date on which a Participant attains age sixty-five (65).

2.37. Participant. The word "Participant" shall mean any eligible Senior Executive who has performed all the acts required by this Plan to become a Participant, who has become a Participant in accordance with Article 3 hereof, and who remains a Participant hereunder. A Participant shall cease to be a Participant and shall become a former Participant, upon the earliest of his Termination of Employment, the date he ceases to be designated by the Compensation Committee as eligible to participate, the date he ceases to be employed by a Participating Company or the date he ceases to accrue benefits under this Plan. However, the word "Participant" may also include, where the context indicates, any former Participant in this Plan.

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2.38. Participating Company. The words "Participating Company" shall mean the Company and any Affiliated Company which is or shall become a Participating Company in the Plan pursuant to Article 13 hereof but only for periods while it is a Participating Company herein.

2.39. Plan. The word "Plan" shall mean the Pioneer-Standard Electronics, Inc. Benefit Equalization Plan as set forth herein, effective as of the Effective Date, and as it may be later amended.

2.40. Plan Year. The words "Plan Year" shall mean the twelve (12) month period ending on December 31 in each calendar year. The first Plan Year shall be April 27, 1999 through December 31, 1999.

2.41. Profit Sharing Account. The words "Profit Sharing Account" shall mean the bookkeeping account maintained by the Company on behalf of each Participant to reflect the Participant's Profit Sharing Amounts for each Fiscal Year and all earnings, gains and losses thereon.

2.42. Profit Sharing Amount. The words "Profit Sharing Amount" shall mean for each Participant the amounts which are deemed to be credited to the Participant's Profit Sharing Account pursuant to Article 4 hereof.

2.43. Profit Sharing Plan. The reference and words "Profit Sharing Plan" shall mean the Pioneer-Standard Electronics, Inc. Employees' Profit Sharing Retirement Plan or any replacement plan or successor plan thereto.

2.44. Retirement. The word "Retirement" shall mean a Termination of Employment of a Participant, whether voluntary or involuntary, on or after the first to occur of his Early Retirement Date or his Normal Retirement Date, for a reason other than:

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(a) his death or Disability; or

(b) for Cause.

2.45. Salary Deferral Election. The words "Salary Deferral Election" shall mean, with respect to any Participant, the whole percentage or dollar amount of a future Base Salary payment which the Participant elects to defer to the Plan pursuant to Article 4 hereof.

2.46. Senior Executive. The words "Senior Executive" shall mean any executive Employee who is a member of a select group of management or highly compensated employees of any Participating Company within the meaning of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA. A Participant shall automatically cease to be a Senior Executive on his date of Termination of Employment.

2.47. Short Term Deferral Election. The words "Short Term Deferral Election" shall mean, with respect to any Participant, the whole percentage or dollar amount of the Participant's Deferral Amount for the Fiscal Year which the Participant elects to defer until a date specified by the Participant pursuant to Article 4 hereof.

2.48. Termination Date. The words "Termination Date" shall mean the date as of which any Participating Company ceases to participate in the Plan.

2.49. Termination of Employment. The words "Termination of Employment" shall mean for any Employee the occurrence of any one of the following events:

(a) he is discharged by a Participating Company or any Affiliated Company unless he is subsequently reemployed and given pay back to his date of discharge;

(b) he voluntarily terminates employment with a Participating Company or any Affiliated Company;

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(c) he retires from employment with a Participating Company or any Affiliated Company;

(d) he fails to return to work at the end of any leave of absence authorized by a Participating Company or any Affiliated Company, or within ninety (90) days following such Employee's release from Military Service or within any other period following Military Service in which his right to reemployment with a Participating Company or any Affiliated Company is guaranteed by law; or

(e) he fails to return to work after the cessation of disability income payments under any sick leave or short term disability program of a Participating Company or any Affiliated Company, for any reason including such a failure to return to work due to his Disability.

2.50. Trust. The word "Trust" shall mean any trust that may be established pursuant to Article 9 hereof.

2.51. Vested Interest. The words "Vested Interest" shall mean with respect to any Participant the total of (a) plus (b) minus (c), where:

(a) equals the amount, if any, credited to his Deferral Account;

(b) equals his Vested Percentage multiplied by the sum of:

(i) the balance in his Match Account and his Profit Sharing Account; plus

(ii) any distributions made to the Participant from his Match Account or his Profit Sharing Account; and

(c) equals the amount of any distributions made to the Participant from his Match Account or his Profit Sharing Account.

2.52. Vested Percentage. The words "Vested Percentage" shall mean for any Participant a percentage determined on the basis of his number of years of Continuous Service in accordance with the following table:

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Years of Continuous Service     Vested Percentage
---------------------------     -----------------

Less than 1 year                         0%
1 but less than 2 years                 20%
2 but less than 3 years                 40%
3 but less than 4 years                 60%
4 but less than 5 years                 80%
5 or more years                        100%

Notwithstanding the foregoing, the Vested Percentage of a Participant with respect to his Deferral Account always shall be one hundred percent (100%) and the Vested Percentage of a Participant with respect to his Match Account and Profit Sharing Account shall become one hundred percent (100%) upon the first to occur of the following events:

(a) the Participant's attainment of his Early Retirement Date, or Normal Retirement Date, while he is an Employee;

(b) the Participant's death while he is an Employee;

(c) the Participant's Termination of Employment due to his Disability;

(d) the effective date of the termination of the Plan; or

(e) the date of a Change of Control.

However, notwithstanding any contrary provision of this Plan, regardless of a Participant's Vested Percentage, his Account balances hereunder, other than his Account balance in his Deferral Account, shall at all times until paid be forfeitable for Cause or Breach of the Restrictive Covenants.

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3.1. Eligibility. The Compensation Committee may, from time to time, in its discretion, designate one or more Senior Executives as eligible to participate in this Plan.

3.2. Participation. Each Senior Executive who has satisfied the eligibility requirements, set forth in Section 3.1 hereof, shall become a Participant on or as of the date of his designation as a Senior Executive eligible to participate in the Plan, or as soon thereafter as he reasonably can be enrolled in the Plan, provided that he complies with appropriate administrative requirements for enrollment of Participants, and shall remain a Participant until the earlier of (a) the date of his Termination of Employment or (b) the cessation of his Participant status pursuant to Section 3.3 hereof.

3.3. Cessation of Participation Initiated by the Compensation Committee. In the event that the Compensation Committee determines, in its sole discretion, that a Participant is not, or may not be, a member of a "select group of management or highly compensated employees" within the meaning of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA, then the Compensation Committee may, in its sole discretion, terminate such Participant's participation in this Plan. In the event of such termination of participation:

(a) such Participant shall no longer be permitted to make deferrals or be credited with allocations hereunder; and

(b) the Compensation Committee shall direct that such actions shall be taken which, in its sole discretion, most closely adhere to the terms of this Plan while not putting at risk its status as a plan maintained

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for a "select group of management or highly compensated employees" as referred to above.

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4.1. Deferral Elections. If a Participant elects to make deferrals under this Plan for a Fiscal Year, then a portion of the Compensation which would normally be paid to the Participant by or through the Participating Company shall be retained by the Participating Company, and, in lieu thereof, an amount equal thereto shall constitute a Deferral Amount hereunder and shall be credited to the Participant's Deferral Account pursuant to Section 4.4 hereof. Such elections shall be subject to the following rules:

(a) Salary Deferral. With respect to each Fiscal Year, a Participant may elect to defer a portion of his or her Base Salary by making a Salary Deferral Election, in writing or such other form and at such time as is required by the Administrator prior to deferral hereunder. A Participant's Salary Deferral Election shall specify a stated percentage or a stated dollar amount of the Participant's Base Salary, which specified percentage or dollar amount shall not exceed eighty percent (80%) of the Participant's Base Salary. The amount so elected under the Salary Deferral Election shall be credited to the Participant's Deferral Account under this Plan. No Salary Deferral Election shall be effective with respect to Base Salary paid before:

(i) the date of receipt by the Administrator of a Salary Deferral Election in a form acceptable to the Administrator for the Participant's initial Fiscal Year of participation in this Plan; and

(ii) the first day of the Fiscal Year with respect to subsequent Fiscal Years, provided the Administrator has received the Salary Deferral Election in a form acceptable to the Administrator prior to such first day.

(b) Bonus Deferral. With respect to each Fiscal Year, a Participant may elect to defer a portion of his or her Bonus by making a Bonus Deferral Election, in writing or such other form and at such time as is required by the Administrator prior to deferral hereunder. A Participant's Bonus Deferral Election shall specify a stated percentage or a stated dollar amount of the Participant's Bonus, which specified

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percentage or dollar amount shall not exceed one hundred percent (100%) of the Participant's Bonus. The amount so elected under the Bonus Deferral Election shall be credited to the Participant's Deferral Account under this Plan. No Bonus Deferral Election shall be effective with respect to a Bonus paid before:

(i) the date of receipt by the Administrator of a Bonus Deferral Election in a form acceptable to the Administrator for the Participant's initial Fiscal Year of participation in this Plan; and

(ii) the first day of the Fiscal Year with respect to subsequent Fiscal Years, provided the Administrator has received the Bonus Deferral Election in a form acceptable to the Administrator prior to such first day.

(c) General Deferral Election Rules. A Participant's Salary Deferral Election and Bonus Deferral Election shall be irrevocable for the entire Fiscal Year for which it is made. All elections to make deferrals under this Plan, and all resulting deferrals, shall be subject to such rules, procedures, limits and restrictions as the Administrator may establish from time to time. If permitted by the Administrator, a Participant's Deferral Election may be effective from Fiscal Year to Fiscal Year during a Participant's continuing participation, until the Participant ceases to participate or the election is prospectively revoked. Such prospective revocation of a Deferral Election shall be effective as of the first day of the Fiscal Year commencing after the receipt by the Administrator of a revocation in form acceptable to the Administrator. If permitted by the Administrator, a Participant may make differing Deferral Elections with respect to each of multiple Bonuses payable for a particular Fiscal Year or may make a single election applicable to all such Bonuses.

(d) Short Term Deferral. With respect to each Fiscal Year, a Participant may make a Short Term Deferral Election applicable to all or a portion of his Deferral Amount for such Fiscal Year. A Participant's Short Term Deferral Election shall specify a stated percentage or a stated dollar amount of the Participant's Deferral Amount for the Fiscal Year, which specified percentage or dollar amount shall not exceed one hundred percent (100%) of the Participant's Deferral Amount for the Fiscal Year. The resulting deferral shall be for a definite period and shall be payable in the Single Sum Form on the date specified by the Participant provided that the following shall be applicable:

(i) The deferral must be at least to the third Fiscal Year following the Fiscal Year from which the Base Salary or Bonus is deferred.

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(ii) The Deferral Election will be superseded by the other Plan provisions applicable to death, Disability, Retirement or Termination of Employment of the Participant, or the termination of the Plan, or a previous withdrawal of such amounts (to the extent thereof) pursuant to Section 5.5(a) or (b) hereof, before the date as of which the amount is payable.

(iii) The Participant may not change the date which he has specified as the date on which such Deferral Amount shall be distributed to him.

4.2. Matching. For each Fiscal Year, the Match Account of a Participant who is deemed to have Deferral Amounts credited to a Deferral Account for such Fiscal Year pursuant to a Deferral Election as provided in Section 4.1 hereof, shall be credited with a Match Amount equal to the matching contribution amount which would have been provided to the Participant under the Profit Sharing Plan if the Deferral Amounts had instead been contributed as pre-tax contribution to the Profit Sharing Plan and the limits imposed by Code Sections 401(a)(17),
401(k)(3), 401(m)(2), 402(g), and 415 were not applicable. For purposes of illustration only, as of the Effective Date, a Participant shall be credited with a Match Amount equal to the lesser of:

(a) fifty percent (50%) of the Deferral Amounts made to the Plan pursuant to a Deferral Election for the Fiscal Year, which Deferral Amounts shall be calculated prior to the withholding of any taxes; or

(b) two percent (2%) of the Participant's Excess Compensation for the Fiscal Year.

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4.3. Profit Sharing. For each Fiscal Year, the Profit Sharing Account of a Participant who is eligible to share in the employer nonelective contribution under the Profit Sharing Plan for the plan year of the Profit Sharing Plan which ends on December 31 during such Fiscal Year shall be credited with a Profit Sharing Amount under the Plan equal to that same percentage of the Participant's Excess Compensation as the Participant's allocation of the Company nonelective contributions and forfeitures under the Profit Sharing Plan for such plan year of the Profit Sharing Plan is a percentage of the Participant's Compensation as limited by the Compensation Limit for such plan year. The foregoing shall be subject to the following:

(a) Initial Fiscal Year. For the Fiscal Year commencing on the Effective Date and ending on March 31, 2000, no Profit Sharing Amounts shall be credited to the Profit Sharing Account of any Senior Executive.

(b) Subsequent Years. For each Fiscal Year thereafter, a Profit Sharing Amount shall be credited to the Profit Sharing Account of each Participant who is a Participant as of the last day of such Fiscal Year. Such Profit Sharing Amount shall be calculated taking into account all of the Participant's Base Salary and Bonus for such Fiscal Year which is Excess Compensation, including Base Salary and Bonus for portions of such Fiscal Year which are prior to the Participant's enrollment in the Plan. Such amount shall be credited to the Profit Sharing Account of such Participant as of the later of the last day of such Fiscal Year or the date on which the employer nonelective contributions actually are made to the Profit Sharing Plan for the plan year ending December 31 in such Fiscal Year.

(c) Change of Plan Year. If the plan year of the Profit Sharing Plan shall change, the Compensation Committee shall determine a Profit Sharing Amount which shall reasonably take into account the effect of the change of plan year of the Profit Sharing Plan.

(d) Other Plans. If a Participant is a participant in a tax qualified retirement plan of any Participating Company or Affiliated Company other than the Profit Sharing Plan, such Participant's Profit Sharing Amount under this Plan shall be the same percentage of his Base Salary and Bonus as the amount credited for Participants who are participants in the Profit Sharing Plan even if the amount allocated under such other tax qualified retirement plan is different from the amount

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allocated under the Profit Sharing Plan, the plan year of such other plan is different from the plan year of the Profit Sharing Plan or the other plan is a different type of tax qualified retirement plan (such as a defined benefit plan).

4.4. Establishment of Accounts. The Administrator or its designated representative shall establish a Deferral Account, a Match Account, and a Profit Sharing Account in the name of each Participant on its books and records. All amounts credited to the Accounts of any Participant, former Participant, or Beneficiary shall constitute a general, unsecured liability of the Participating Companies to such person.

4.5. Crediting of Deferral Amounts, Match Amounts and Profit Sharing Amounts. Amounts shall be credited to the appropriate Accounts at the following times:

(a) Deferral Amounts. Deferral Amounts shall be credited to a Participant's Deferral Account at the time that the Participant's Compensation is reduced pursuant to Section 4.1 hereof; and

(b) Match Amounts. Match Amounts shall be credited to a Participant's Match Account at the time that matching contributions would have been credited to the Profit Sharing Plan if the Deferral Amounts on which the Match Amounts are based were instead deferred under the Profit Sharing Plan (and the limitations under Code Sections
401(a)(17), 401(k)(3), 401(m)(2), 402(g), and 415 were not been applicable), adjusted as may be necessary thereafter; and

(c) Profit Sharing Amounts. Profit Sharing Amounts shall be credited to the Participant's Profit Sharing Account at the time that such amounts would have been credited to the Profit Sharing Plan if the limitations under Code Section 401(a)(17) were not been applicable.

4.6. Withholding. The Company may withhold from any Deferral Amount, Match Amount or Profit Sharing Amount, such amount as may be required for purposes of payment of Social Security, Medicare and other applicable taxes. In the event that such taxes are withheld, the amount credited to a Participant's Deferral Account, Match Account, or Profit Sharing Account shall be reduced by the amount of such withholding.

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4.7. Adjustment of Accounts. The Accounts of Participants, former Participants, and Beneficiaries of deceased Participants shall be adjusted for earnings, gains and losses as if such Accounts held actual assets and such assets were invested in Investment Funds in accordance with Section 4.8 hereof. The value of each Participant's Accounts shall be determinable on a daily basis as follows, using the terms and methods in the order defined below:

(a) Beginning Balance. The balance at the beginning of the day. This equals the ending balance as of the end of the most recent day upon which the New York Stock Exchange was open for trading.

(b) Sub-Ending Balance. The beginning balance, plus Deferral Amounts, plus Match Amounts, plus Profit Sharing Amounts, and less any distributions and forfeitures, which are made or occur as of such date.

(c) Investment earnings. Investment earnings, gains and losses determined pursuant to this Section will be credited to each Participant's Accounts as of each day upon which the New York Stock Exchange is open for trading.

(d) Ending Balance. The sub-ending balance plus investment earnings, gains and losses.

4.8. Investment Funds and Elections. The Company shall designate Investment Funds for the investment of Accounts as if such Accounts held actual assets. The Investment Funds may include but shall not be limited to the following types of funds, which can be managed on an individual basis or as part of a mutual fund as determined by the Company:

(a) money market funds;

(b) mutual funds;

(c) equity funds;

(d) fixed income funds;

(e) balanced funds;

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(f) any pooled investment fund established by a bank;

(g) any insurance company's general account; and

(h) any special account established and maintained by any insurance company.

The Company shall have the sole discretion to determine the number of Investment Funds to be designated hereunder and the nature of the funds and may change or eliminate the Investment Funds designated hereunder from time to time.

Participants and former Participants shall direct the investment of their Accounts among the Investment Funds designated by the Company as though such Accounts held actual assets. Any such directions of investment shall be subject to such rules as the Company and Administrator may prescribe, including, but not limited to, rules concerning the manner of providing investment directions and the frequency of changing such investment directions. In the event a Participant or former Participant does not direct the investment of any portion of his Accounts, such undirected portion shall be deemed to be invested in one or more Investment Funds as the Administrator or its designated representative designates.

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5.1. Normal or Late Retirement. A Participant who continues in the employ of a Participating Company or an Affiliated Company until his Normal Retirement Date shall be eligible to retire on or after such date and to receive a distribution of the amounts credited to his Accounts hereunder, in such form as is provided in Article 6 hereof. The Benefit Commencement Date for a Participant who retires from the employ of a Participating Company or an Affiliated Company on or after his Normal Retirement Date shall be the date which is thirty (30) days following his date of Retirement.

5.2. Early Retirement. A Participant who continues in the employ of a Participating Company or an Affiliated Company until his Early Retirement Date shall be eligible to retire on or after such date and to receive a distribution of the amounts credited to his Accounts hereunder, in such form as is provided in Article 6 hereof. The Benefit Commencement Date for a Participant who retires on or after his Early Retirement Date and prior to his Normal Retirement Date shall, in the absence of an election of an earlier date pursuant to Section 5.8 hereof, be his Normal Retirement Date.

5.3. Vested Deferred Retirement. A Participant who continues in the employ of a Participating Company or an Affiliated Company until he has completed at least one (1) year of Continuous Service, or whose Vested Percentage is otherwise greater than zero (0), but whose Termination of Employment occurs for any reason other than his Disability prior to the earlier of his Early Retirement Date or his Normal Retirement Date, shall be eligible to receive a distribution of his Vested Interest hereunder, in such

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form as is provided in Article 6 hereof. The Benefit Commencement Date for a former Participant eligible to receive a vested deferred retirement benefit shall be his Normal Retirement Date, or if he has completed seven (7) or more years of Continuous Service, such earlier date, if any, as he may elect pursuant to Section 5.8 hereof.

5.4. Disability Retirement Benefit. A Participant who has a Termination of Employment due to his Disability shall receive a distribution of the amounts credited to his Accounts hereunder, in such form as is provided in Article 6 hereof. The Benefit Commencement Date for a Participant who has a Termination of Employment due to his Disability shall be as soon as reasonably practicable, but not later than sixty (60) days following the date of such Termination of Employment.

5.5. Withdrawal Rights and Short Term Deferrals.

(a) Withdrawal Right Following Change of Control. During the two (2) year period following a Change of Control, a Participant may elect, in lieu of the amounts credited to his Accounts hereunder, to withdraw, in the Single Sum Form described in Section 6.3 hereof, the amounts credited to his Accounts hereunder, subject to the following penalties:

(i) the amounts credited to his Accounts shall be reduced by ten percent (10%); and

(ii) upon such withdrawal the Participant's Account balances shall be cancelled and the Participant shall no longer be eligible to participate in the Plan.

(b) Hardship Withdrawal. In the event that the Administrator, upon application of a Participant, determines in its sole discretion, that the Participant has suffered an "unforeseeable emergency" as defined for purposes of Section 457 of the Code, the Company shall first suspend Deferral Amounts for the remainder of the then current Fiscal Year and then pay to the Participant an amount, not in excess of the sum of the Participant's (i) Deferral Account and (ii) Match and Profit Sharing Accounts multiplied by the Participant's Vested Percentage, as applicable, necessary to satisfy the emergency. For purposes of this Plan, an unforeseeable emergency is an unanticipated emergency that is caused by an event beyond the control of the Participant and that would result in

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severe financial hardship to the Participant if the distribution were not permitted, as may result from illness, casualty loss or sudden financial reversal. Cash needs arising from foreseeable events, such as the purchase of a residence or education expenses for children, shall not be considered the result of an unforeseeable financial emergency. Such distribution shall be made in the Single Sum Form as described in
Section 6.3 hereof. To the extent of such withdrawal, the Participant's Account balances shall be cancelled.

(c) Short Term Deferrals. In the event that the Participant, in accordance with Section 4.1(d) hereof, has elected to defer a portion of his Base Salary or Bonus to a specific date, such payment shall be made in the Single Sum Form as of such date, subject to the superseding provisions of Section 4.1(d) hereof.

5.6. Application. Each Participant who is eligible for a retirement benefit or a withdrawal pursuant to this Article shall apply therefor, in writing, on such form or forms as the Administrator shall prescribe in accordance with the provisions of Article 6 hereof.

5.7. Forfeiture and Payment Delay Due to Cause or Breach of the Restrictive Covenants. Notwithstanding the foregoing provisions of this Article 5 to the contrary, upon the Termination of Employment of a Participant for Cause, such Participant shall forfeit the balance in his Match Account and Profit Sharing Account and he shall thenceforth be ineligible to participate in this Plan, and, except as otherwise provided in this Section, in no event shall he be entitled to the receipt of any other benefit hereunder. Furthermore, upon any finding that a Participant or former Participant has committed an act of Cause or a Breach of the Restrictive Covenants, such Participant shall forfeit the balance in his Match Account and Profit Sharing Account and, except as otherwise provided in this Section, any future payments under the Plan shall be canceled. Amounts previously paid shall not be recoverable. The balance of the Participant's Deferral Account shall not be forfeited. However, payment of such amount shall not

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commence until any Breach of the Restricted Covenants shall have ceased. In the event of a disagreement between the Participant and the Compensation Committee as to whether a Participant's Termination of Employment was for Cause, or whether there has been a Breach of the Restrictive Covenants, or whether such a Breach of the Restrictive Covenants shall have ceased, then, notwithstanding any contrary provision of this Plan, payment of benefits hereunder shall be delayed pending resolution of such disagreement pursuant to the Plan's claims procedure.

5.8. Election of Earlier Benefit Commencement Date. Any Participant may at any time prior to his Termination of Employment elect in writing a Benefit Commencement Date earlier than the normal applicable Benefit Commencement Date, provided that such earlier Benefit Commencement Date shall not be a date prior to the later of his date of Retirement or his Early Retirement Date, and provided further that no such earlier Benefit Commencement Date shall become effective unless:

(a) such Participant has at least seven (7) years of Continuous Service; and

(b) such Participant retires from the employ of a Participating Company or an Affiliated Company on or after his Early Retirement Date and prior to his Normal Retirement Date or has any other Termination of Employment (except termination due to his Disability) prior to his Early Retirement Date.

Any election of an earlier Benefit Commencement Date shall be made by the Participant at least thirteen (13) months prior to such earlier Benefit Commencement Date. Such election shall be on a form prescribed for the purpose by the Administrator and signed by the Participant. Such election shall be deemed to be made when it shall have been received by the Administrator or its designated representative. A Participant who is

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electing an earlier Benefit Commencement Date may at any time prior to his Termination of Employment and at least thirteen (13) months prior to such earlier Benefit Commencement Date:

(i) revoke an election previously made under this
Section by written notice duly filed with the Administrator or its designated representative, in which event the Benefit Commencement Date shall be deemed to be the normal Benefit Commencement Date provided in Sections 5.2 or 5.3 hereof, as applicable; or

(ii) change his election by written notice and designation duly made and filed with the Administrator or its designated representative pursuant to this Section, provided that such notice is received by the Administrator or its designated representative at least thirteen (13) months prior to the Benefit Commencement Date specified in such notice and designation.

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6.1. Normal Form. The normal form of retirement benefits payable to a Participant who is eligible therefor pursuant to Article 5 hereof shall be the Ten Year Installment Form (Form 1) described in Section 6.3 hereof.

6.2. Election of Other Forms. Subject to certain restrictions described herein, in lieu of receiving his retirement benefits in accordance with the normal form set forth in Section 6.1 hereof, a Participant or former Participant who is eligible to receive retirement benefits pursuant to Article 5 hereof may elect, in writing, to receive his retirement benefits on the basis of any other form of retirement benefits described in Section 6.3 hereof. Any election of another form of retirement benefits shall be made by a Participant at least thirteen (13) months prior to his Benefit Commencement Date. Any such election may be revoked and made again any number of times as long as such revocation and new election is made at least thirteen (13) months prior to his Benefit Commencement Date.

Such election shall be on a form prescribed for the purpose by the Administrator and shall be signed by the Participant. Such election shall be deemed to be made when it shall have been received by the Administrator or its designated representative.

6.3. Forms. The forms of retirement benefits payable under this Plan are as follows:

Form 1. Ten Year Installment Form. A Participant who receives payment of his benefits under the Ten Year Installment Form shall receive a retirement benefit

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commencing on his Benefit Commencement Date and providing a total of ten (10) substantially equal annual installments (i.e., 1/10th the first year, then 1/9th the next, etc.) to the Participant or, if he shall die prior to the completion of said installments, the remaining amount shall be paid in the Single Sum Form to his Beneficiary within sixty (60) days following the date of the Participant's death.

Form 2. Alternative Installment Form. A Participant who receives payment of his retirement benefits under the Alternative Installment Form shall receive a retirement benefit commencing on his Benefit Commencement Date and providing a total of five (5) annual installments, fifteen (15) annual installments or such other number of annual installments, which shall not exceed twenty (20) installments, as are authorized by the Administrator (as such Participant shall designate in writing) in substantially equal amounts to the Participant, unless the Participant elects, with the consent of the Administrator, to receive installments which are not substantially equal and vary from year to year (as such Participant shall designate in writing). In the event the Participant shall die prior to the completion of said installments, the remaining amount shall be paid in the Single Sum Form to his Beneficiary within sixty (60) days following the date of the Participant's death.

Form 3. Single Sum Form. A Participant who receives payment of his retirement benefits under the Single Sum Form shall receive a single sum payment on his Benefit Commencement Date in lieu of payments under Forms 1 or 2. Notwithstanding the foregoing, the Single Sum Form is available only:

(a) to a Participant in payment of a withdrawal pursuant to
Section 5.5 hereof following a Change of Control or due to a hardship;

(b) to a Participant in payment of a distribution pursuant to
Section 12.2 hereof upon termination of the Plan;

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(c) to a Beneficiary as a death benefit pursuant to Section 7.1 or 7.2 hereof;

(d) to a Participant:

(i) if the benefit is being paid due to his Retirement on or after his attainment of the first to occur of his Early Retirement Date or Normal Retirement Date; and

(ii) provided such payment is not made earlier than six (6) months after his Termination of Employment; or

(e) to a Participant if the benefit is being paid due to his Termination of Employment due to his Disability.

The Single Sum Form shall not be payable to any Participant whose benefit is payable due to his Vested Deferred Retirement pursuant to Section 5.3 hereof, regardless of when payable.

6.4. Terms and Conditions of Forms. The forms of retirement benefits described in Section 6.3 hereof shall be subject to the following conditions:

(a) Except for payment of the Single Sum Form, retirement benefits shall be paid annually on the first day of the Plan Year.

(b) Retirement benefits which are payable during the life of a Participant or spouse of a Participant shall commence on the date specified in this Plan, if such person is then living, and shall end with the payment made as of the first day of the Plan Year during which such person shall die.

(c) Regardless of the form of retirement benefits under which a Participant was going to receive payment, if a Participant shall die prior to his Benefit Commencement Date, no retirement benefits shall be payable to the Beneficiary of the Participant under this Article 6. Instead, benefits, if any, shall be payable under Article 7 hereof.

(d) If any Participant shall die after his Benefit Commencement Date, his Beneficiary shall receive such payment, if any, provided for under the form of retirement benefits described in Section 6.3 hereof, which in each case shall provide for the payment of any remaining amount to his Beneficiary in the Single Sum Form within sixty
(60) days following the Participant's death.

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(e) If any Participant was to have received retirement benefits under Form 1 or Form 2 and his Beneficiary shall die prior to his Benefit Commencement Date, then the Participant shall receive his retirement benefits under such Form and he shall be entitled to designate a new Beneficiary.

(f) If any Participant is receiving retirement benefits under Form 1 or Form 2 and his Beneficiary shall die after his Benefit Commencement Date, but prior to the death of the Participant, such Participant shall continue to receive the annual retirement benefits payable under such form and he shall be entitled to designate a new Beneficiary.

(g) Regardless of the form of retirement benefits under which a Participant was going to receive payment, a Participant who has a Termination of Employment due to his Disability shall receive his retirement benefits in the Single Sum Form described in Section 6.3 hereof as soon as practicable, but not later than sixty (60) days following such Termination of Employment.

(h) Payments generally shall be calculated on the basis of the value of the Participant's Accounts determined as of the November 1 last preceding the payment date, except that the final payment shall use the current value.

6.5. Revocation or Modification of Elected Forms. Any Participant may at any time at least thirteen (13) months before his Benefit Commencement Date:

(a) revoke an election previously made under Section 6.2 hereof by written notice duly filed with the Administrator or its designated representative in which event the Participant shall be treated the same as though his optional election had not been filed; or

(b) change his election from one to another of the forms described in Section 6.3 hereof by written notice and designation duly made and filed with the Administrator or its designated representative pursuant to Section 6.2 hereof.

6.6. Consent Not Required. No consent shall be required of a person in order to elect another form of retirement benefits or to revoke such an election.

6.7. Correction of Amounts Payable. Anything contained in this Article 6 to the contrary notwithstanding, if, after the Retirement or other Termination of Employment of a Participant, the amount of retirement benefit which would have been

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payable to him under this Plan is subject to any deduction, change, offset or correction, then the amount payable to such Participant and his Beneficiary shall be adjusted to reflect any such deduction, change, offset or correction.

6.8. Timing of Payments. Payments under this Plan generally shall be made as of the time specified elsewhere in this Plan. Notwithstanding the foregoing provision of this Section and such other provisions to the contrary, the requirement that a distribution commence on or before a particular date shall not apply if the amount of payment required to be made on such date cannot be ascertained by such date or the Administrator is unable to locate the Participant after making reasonable efforts to do so, provided that, within sixty (60) days after such amount can be ascertained or the Participant is located, a payment is made retroactive to such date. This Section is not intended to permit a Participant, former Participant or Beneficiary to elect to defer payment beyond the dates otherwise provided therefor in this Plan.

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7.1. Death On Or After Benefit Commencement Date. In the event of the death of a Participant or former Participant on or after his Benefit Commencement Date, there shall be paid to his Beneficiary, if any, the death benefit, if any, provided for under the form of retirement benefits described in
Section 6.3 hereof, which in each case shall provide for the payment of any remaining amount to his Beneficiary in the Single Sum Form described in Section 6.3 hereof as soon as reasonably practicable, but not later than sixty (60) days following the death of the Participant or the former Participant.

7.2. Death Prior To Benefit Commencement Date. In the event of the death of a Participant while he is an Employee, or a former Participant who is no longer an Employee and whose Vested Percentage is greater than zero (0), and whose Benefit Commencement Date has not occurred, his Beneficiary shall be entitled to receive a death benefit pursuant to this Section which shall be equal to the deceased Participant's Vested Interest which shall be paid in the Single Sum Form described in Section 6.3 hereof as soon as reasonably practicable, but not later than sixty (60) days following the death of the Participant.

7.3. Automatic Beneficiary. Unless a Participant or former Participant has designated a Beneficiary in accordance with the provisions of Section 7.4 hereof, his Beneficiary shall be deemed to be the person or persons in the first of the following classes in which there are any survivors of such Participant or former Participant:

(a) his spouse at the time of his death;

(b) his issue, per stirpes;

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(c) his parents; or

(d) the executor or administrator of his estate.

7.4. Designated Beneficiary or Beneficiaries. A Participant or former Participant may sign a document designating a Beneficiary or Beneficiaries to receive any benefit payable under Section 7.2 hereof. In the event a Participant or former Participant dies at a time when he has a designation on file which does not dispose of the total benefit distributable under Section 7.2 hereof, then the portion of such benefit distributable on behalf of said Participant or former Participant, the disposition of which was not determined by the deceased Participant's or former Participant's designation, shall be distributed to a Beneficiary determined under Section 7.3 hereof. Any ambiguity in a Participant's or former Participant's Beneficiary designation shall be resolved by the Administrator.

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8.1. Creditor Status of Participant and Beneficiary. This Plan constitutes the unfunded, unsecured promise of the Participating Companies to make benefit payments to each Participant and Beneficiary in the future and shall be a liability solely against the general assets of the Participating Companies. The Participating Companies shall not be required to segregate, set aside or escrow any amounts for the benefit of any Participant or Beneficiary. Each Participant and Beneficiary shall have the status of a general unsecured creditor of the Participating Companies and may look only to the Participating Companies and their general assets for payment of benefits under this Plan.

8.2. Rights with Respect to a Trust. Any Trust, and any assets held thereby to assist the Participating Companies in meeting their obligations under this Plan, shall in no way be deemed to controvert the provisions of Section 8.1 hereof.

8.3. Investments. In its sole discretion, the Company may acquire (or direct the Participating Companies to acquire) insurance policies, annuities or other financial vehicles for the purpose of providing future assets of the Participating Companies to meet their anticipated liabilities under this Plan. Such policies, annuities or other investments shall at all times be and remain unrestricted general property and assets of the Participating Companies or property of a Trust. Participants and Beneficiaries shall have no rights, other than as general creditors, with respect to such policies, annuities or other acquired assets.

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9.1. Establishment of Trust. Notwithstanding any other provision or interpretation of this Plan, the Company may establish a Trust in which to hold cash, insurance policies or other assets to be used to make, or reimburse the Participating Companies for, payments to the Participants or Beneficiaries of all or part of the benefits under this Plan. Any Trust assets shall at all times remain subject to the claims of general creditors of the Participating Companies in the event of their insolvency as more fully described in the Trust.

9.2. Obligations of the Company. Notwithstanding the fact that a Trust may be established under Section 9.1 hereof, the Company shall remain liable for paying the benefits under this Plan. However, any payment of benefits to a Participant or a Beneficiary made by such a Trust shall satisfy the Company's obligation to make such payment to such person.

9.3. Trust Terms. A Trust established under Section 9.1 hereof may be revocable by the Company; provided, however, that such a Trust may become irrevocable in accordance with its terms in the event of a Change of Control. Such a Trust may contain such other terms and conditions as the Company may determine to be necessary or desirable. The Company may terminate or amend a Trust established under Section 9.1 hereof at any time, and in any manner it deems necessary or desirable, subject to the preceding sentence and the terms of any agreement under which any such Trust is established or maintained.

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10.1. Claim for Benefits. Any claim for benefits under this Plan shall be made in writing to the Administrator in such a manner as the Administrator shall reasonably prescribe. The Administrator shall process each such claim and determine entitlement to benefits within thirty (30) days following its receipt of a completed application for benefits unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial thirty (30) day period. In no event shall such extension exceed a period of thirty (30) days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date as of which the Administrator expects to render the final decision.

If such a claim is wholly or partially denied by the Administrator, the Administrator shall notify the claimant of the denial of the claim in writing, delivered in person or mailed by first class mail to the claimant's last known address. Such notice of denial shall contain:

(a) the specific reason or reasons for denial of the claim;

(b) a reference to the relevant Plan provisions upon which the denial is based;

(c) a description of any additional material or information necessary for the claimant to perfect the claim, together with an explanation of why such material or information is necessary; and

(d) an explanation of this Plan's claim review procedure.

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If no such notice is provided, and if the claim has not been granted within the time specified above for approval of the claim, the claim shall be deemed denied and subject to review as described below. The interpretations, determinations and decisions of the Administrator shall be final and binding upon all persons with respect to any right, benefit and privilege hereunder, subject to the review procedures set forth in this Article 10.

10.2. Request for Review of a Denial of a Claim for Benefits. Any claimant or any authorized representative of such claimant whose claim for benefits under this Plan has been denied or deemed denied, in whole or in part, by the Administrator may upon written notice delivered to the Appeals Committee request a review by the Appeals Committee of such denial of his or her claim for benefits. Such claimant shall have sixty (60) days from the date the claim is deemed denied, or sixty (60) days from receipt of the notice denying the claim, as the case may be, in which to request such a review. The claimant's notice must specify the relief requested and the reason such claimant believes the denial should be reversed.

10.3. Appeals Procedure. The Appeals Committee is hereby authorized to review the facts and relevant documents, including this Plan, to interpret this Plan and other relevant documents and to render a decision on the appeal of the claimant. Such review may be made by written briefs submitted by the claimant and the Administrator or at a hearing, or by both, as shall be deemed necessary by the Appeals Committee. Upon receipt of a request for review, the Appeals Committee shall schedule a hearing to be held (subject to reasonable scheduling conflicts) not less than thirty (30) nor more than forty-five (45) days from the receipt of such request. The date and time of such hearing shall

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be designated by the Appeals Committee upon not less than fifteen (15) days' notice to the claimant and the Administrator unless both of them accept shorter notice. The notice shall specify that such claimant must indicate in writing, at least five (5) days in advance of the time established for such hearing, his intention to appear at the appointed time and place, or the hearing will automatically be canceled. The reply shall specify any other persons who will accompany him to the hearing, or such other persons will not be admitted to the hearing. The Appeals Committee shall make every effort to schedule the hearing on a day and at a time which is convenient to both the claimant and the Administrator. The hearing will be scheduled at the Company's headquarters unless the Appeals Committee determines that another location would be more appropriate. The claimant, or his duly authorized representative, may review all pertinent documents relating to the claim in preparation for the hearing and may submit issues and comments in writing prior to or during the hearing.

10.4. Decision upon Review of Denial of Claim for Benefits. After the review has been completed, the Appeals Committee shall render a decision in writing, a copy of which shall be sent to both the claimant and the Administrator. In making its decision the Appeals Committee shall have full power, authority, and discretion to determine any and all questions of fact, resolve all questions of interpretation of this instrument or related documents which may arise under any of the provisions of this Plan or such documents as to which no other provision for determination is made hereunder, and exercise all other powers and discretions necessary to be exercised under the terms of this Plan which it is herein given or for which no contrary provision is made and to determine the right to benefits of, and the amount of benefits, if any, payable to, any

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person in accordance with the provisions of this Plan. The Appeals Committee shall render a decision on the claim review promptly, but not more than sixty
(60) days after the receipt of the claimant's request for review, unless a hearing is held, in which case the sixty (60) day period shall be extended to thirty (30) days after the date of the hearing. Such decision shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and shall contain specific references to the pertinent provisions of the Plan and related documents upon which the decision is based. The decision on review shall be furnished to the claimant within the appropriate time described above. If the decision on review is not furnished within such time, the claim shall be deemed denied on review at the end of such period. There shall be no further appeal from a decision rendered by the Appeals Committee. The decision of the Appeals Committee shall be final and binding in all respects on the Administrator, the Company and the claimant. Except as otherwise provided by law, the review procedures of this Article 10 shall be the claimant's sole and exclusive remedy and shall be in lieu of all actions at law, in equity, pursuant to arbitration or otherwise.

10.5. Establishment of Appeals Committee. The Board shall appoint the members of an Appeals Committee which shall consist of three (3) or more members. The members of the Appeals Committee shall remain in office at the will of the Board, and the Board, from time to time, may remove any of said members with or without cause. A member of the Appeals Committee may resign upon written notice to the remaining member or members of the Appeals Committee and to the Board, respectively. The fact that a person is a Participant or a former Participant or a prospective Participant shall not disqualify him from acting as a member of the Appeals Committee, nor shall

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any member of the Appeals Committee be disqualified from acting on any question because of his interest therein, except that no member of the Appeals Committee may act on any claim which such member has brought as a Participant, former Participant or Beneficiary under this Plan. In case of the death, resignation or removal of any member of the Appeals Committee, the remaining members shall act until a successor-member shall be appointed by the Board. At the Administrator's request, the Secretary of the Company shall notify the Administrator in writing of the names of the original members of the Appeals Committee, of any and all changes in the membership of the Appeals Committee, of the member designated as Chairman, and the member designated as Secretary, and of any changes in either office. Until notified of a change, the Administrator shall be protected in assuming that there has been no change in the membership of the Appeals Committee or the designation of Chairman or of Secretary since the last notification was filed with it. The Administrator shall be under no obligation at any time to inquire into the membership of the Appeals Committee or its officers. All communications to the Appeals Committee shall be addressed to its Secretary at the address of the Company. Unless the Board shall appoint others as the Appeals Committee, the three (3) Board members with the longest period of active service on the Board shall constitute such Committee.

10.6. Operations of Appeals Committee. On all matters and questions, a decision of a majority of the members of the Appeals Committee shall govern and control. Meetings may be held in person or by electronic means. In lieu of a meeting, decisions may be made by unanimous written consent. The Appeals Committee shall appoint one of its members to act as its Chairman and another member to act as

10-5

Secretary. The terms of office of these members shall be determined by the Appeals Committee, and either or both the Secretary and Chairman may be removed by the other members of the Appeals Committee for any reason which such other members may deem just and proper. The Secretary shall do all things directed by the Appeals Committee. Although the Appeals Committee shall act by decision of a majority of its members as above provided, nevertheless in the absence of written notice to the contrary, every person may deal with the Secretary and consider his acts as having been authorized by the Appeals Committee. Any notice served or demand made on the Secretary shall be deemed to have been served or made upon the Appeals Committee.

10.7. Special Provisions Relating to Change of Control. In the event of a Change of Control, then notwithstanding the contrary provisions of this Article, for the two (2) year period following such Change of Control, the three
(3) individuals having the greatest amounts accrued under this Plan shall assume the responsibilities of the Appeals Committee set forth in this Article. If one or more of them shall not be able to serve or to continue to serve, the individual or individuals, as applicable, having the next largest amounts accrued under this Plan will serve in such person's or persons' place. If at any time during such two (2) year period fewer than three (3) individuals have amounts accrued under this Plan, such individual or individuals shall perform the duties of the Appeals Committee. If only one (1) individual has amounts accrued under this Plan, the Appeals Committee shall not consist of such individual but shall consist of such individual as he and the Company shall agree. If he and the Company shall fail to agree on a single individual, the Appeals Committee shall consist of three (3) individuals, one

10-6

appointed by the Company, one appointed by the individual claiming benefits hereunder, and a third selected by the other two (2).

10-7

11.1. Appointment of Administrator. The Board shall appoint the Administrator which shall be any person(s), corporation or partnership (including the Company itself) as said Board shall deem desirable in its sole discretion. The Administrator may be removed or resign upon thirty (30) days' written notice or such lesser period of notice as is mutually agreeable. Unless the Board appoints another Administrator, the Compensation Committee shall be the Administrator.

11.2. Powers and Duties of the Administrator. Except as expressly otherwise set forth herein, the Administrator shall have the authority and responsibility granted or imposed on an "administrator" by ERISA. The Administrator shall determine any and all questions of fact, resolve all questions of interpretation of this Plan which may arise under any of the provisions of this Plan as to which no other provision for determination is made hereunder, and exercise all other powers and discretions necessary to be exercised under the terms of this Plan which it is herein given or for which no contrary provision is made. The Administrator shall have full power and discretion to interpret this Plan and related documents, to resolve ambiguities, inconsistencies and omissions, to determine any question of fact, and to determine the rights and benefits, if any, of any Participant or other applicant, in accordance with the provisions of this Plan. Subject to the provisions of any claims procedure hereunder, the Administrator's decision with respect to any matter shall be final and binding on all parties concerned, and neither the Administrator nor any of its directors, officers, employees or delegates nor, where applicable, the directors, officers or employees of any delegate, shall be liable in that

11-1

regard except for gross abuse of the discretion given it and them under the terms of this Plan. All determinations of the Administrator shall be made in a uniform, consistent and nondiscriminatory manner with respect to all Participants and Beneficiaries in similar circumstances. The Administrator, from time to time, may designate one or more persons or agents to carry out any or all of its duties hereunder.

11.3. Engagement of Advisors. The Administrator may employ actuaries, attorneys, accountants, brokers, employee benefit consultants, and other specialists to render advice concerning any responsibility the Administrator, Appeals Committee or Compensation Committee has under this Plan. Such persons may also be advisors to any Participating Company.

11.4. Payment of Costs and Expenses. The costs and expenses incurred in the administration of this Plan shall be paid in either of the following manners as determined by the Company in its sole discretion:

(a) the expenses may be paid directly by one or more of the Participating Companies; or

(b) the expenses may be paid out of the Trust, if any (subject to any restriction contained in such Trust or required by law).

Such costs and expenses include those incident to the performance of the responsibilities of the Administrator, Appeals Committee or Compensation Committee, including but not limited to, claims administration fees and costs, fees of accountants, legal counsel and other specialists, bonding expenses, and other costs of administering this Plan. Notwithstanding the foregoing, in no event will any person serving in the capacity of Administrator, Appeals Committee member or Compensation Committee member who is a full-time employee of a Participating Company be entitled to any compensation for such services.

11-2

12.1. Power to Amend or Terminate. Except as otherwise provided herein following a Change of Control, this Plan may be amended by the Company at any time, or from time to time, and may be terminated by the Company at any time, but no such amendment, modification or termination shall reduce the amounts credited to the Accounts or Vested Percentage of any Participant, determined as of the date of such amendment, modification or termination. Such amendment or termination shall be in writing, executed by two or more officers of the Company whose actions are authorized or ratified by the Board. This Plan may not be amended (but may be terminated) during the two (2) year period following a Change of Control except that amendments may be made as required by law.

12.2. Effects of Plan Termination. If this Plan is terminated, then, on and after the effective date of such termination, all deferrals and allocations hereunder shall cease. Thereafter, the Vested Percentage of each Participant shall become one hundred percent (100%) and the amounts credited to the Accounts of each Participant shall be distributed to such Participant in the Single Sum Form described in Section 6.3 hereof as soon as reasonably possible but not later than ninety (90) days after the date of such termination.

12.3. No Liability for Plan Amendment or Termination. Neither the Company, nor any other Participating Company, nor any officer, Employee or director thereof shall have any liability as a result of the amendment or termination of this Plan. Without limiting the generality of the foregoing, the Company shall have no liability for

12-1

terminating this Plan notwithstanding the fact that a Participant may have expected to make future deferrals and have future allocations made on his behalf hereunder had this Plan remained in effect.

12-2

Participating Companies                  Adoption Date       Termination Date
-----------------------                  -------------       ----------------
Pioneer-Standard Electronics, Inc.       April 27, 1999
Pioneer-Standard of Maryland, Inc.       April 27, 1999
Pioneer-Standard Illinois, Inc.          April 27, 1999
Pioneer-Standard Minnesota, Inc.         April 27, 1999
Pioneer-Standard Electronics, Ltd.       April 27, 1999
Dickens Data Systems, Inc.               April 27, 1999

13.2. Designation of Participating Companies. An Affiliated Company may become a Participating Company under this Plan at any time. Such an Affiliated Company, if organized under the laws of the United States of America or any State, shall become a Participating Company, without the need for amendment hereof, upon attaining such Affiliated Company status unless otherwise provided by the Compensation Committee. Alternatively, such an Affiliated Company may become a Participating Company by an amendment to Section 13.1 hereof which specifies the name of the Affiliated Company, its Adoption Date and other pertinent information.

13.3. Adoption of Supplements. The Company may determine that special provisions shall be applicable to some or all of the Senior Executives of a Participating Company, either in addition to or in lieu of certain provisions of this Plan. In such event, the Company shall adopt a Supplement with respect to the Participating Company which employs such individuals which Supplement shall specify by name or otherwise the Senior Executives of the Participating Company covered thereby and the

13-1

special provisions applicable to such Senior Executives. Any Supplement shall be deemed to be a part of this Plan solely with respect to the Senior Executives specified therein.

13.4. Amendment of Supplements. The Company, from time to time, may amend, modify or terminate any Supplement; provided, however, that no such action shall operate so as to deprive any Senior Executive who was covered by such Supplement of any vested rights to which he is entitled under this Plan or the Supplement.

13.5. Termination of Participation of Participating Company. A Participating Company whose status as an Affiliated Company terminates shall no longer be deemed a Participating Company as of the date of the termination of such Affiliated Company status. Alternatively, the Company may terminate this Plan with respect to Participants employed by any Participating Company by an amendment to Section 13.1 hereof which specifies the name of the Participating Company, and its Termination Date, and other pertinent information. Distribution of the benefits of Participants employed by said Participating Company shall thereupon be made in the manner provided in Article 12 hereof.

13.6. Delegation of Authority. The Company is hereby fully empowered to act on behalf of itself and the other Participating Companies as it may deem appropriate in maintaining the Plan. Without limiting the generality of the foregoing, such actions include obtaining and retaining relevant tax advantages for the Plan. Furthermore, the adoption by the Company of any amendment to the Plan or the termination thereof, will constitute and represent, without any further action on the part of any Participating Company, the approval, adoption, ratification or confirmation by

13-2

each Participating Company of any such amendment or termination. In addition, the appointment of or removal by the Company of any member of the Appeals Committee, any Administrator or other person under the Plan shall constitute and represent, without any further action on the part of any Participating Company, the appointment or removal by each Participating Company of such person.

13.7. Amendment Restrictions and Procedures. Amendments authorized by this Article 13, including those adding or removing a Participating Company, shall be subject to the provisions of Article 12 hereof dealing with amendment and termination of the Plan, as applicable.

13-3

14.1. Non-Alienation. No benefits or amounts credited to Accounts under this Plan shall be subject in any manner to be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, attached, garnished or charged in any manner (either at law or in equity), and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, attach, garnish or charge the same shall be void; nor shall any such benefits or amounts in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of the person entitled to such benefits or amounts as are herein provided for her or him.

14.2. Tax Withholding. The Company or any other Participating Company may withhold from a Participant's compensation or any payment made by it under this Plan such amount or amounts as may be required for purposes of complying with the tax withholding or other provisions of the Code or the Social Security Act or any state or local income or employment tax act or for purposes of paying any estate, inheritance or other tax attributable to any amounts payable hereunder.

14.3. Incapacity. If the Administrator determines that any Participant or other person entitled to payments under this Plan is incompetent by reason of physical or mental disability and is consequently unable to give a valid receipt for payments made hereunder, or is a minor, the Administrator may order the payments becoming due to such person to be made to another person for his benefit, without responsibility on the part of the Administrator to follow the application of amounts so paid. Payments made pursuant to this Section shall completely discharge the Administrator, the Company and

14-1

the other Participating Companies and the Appeals Committee with respect to such payments.

14.4. Administrative Forms. All applications, elections and designations in connection with this Plan made by a Participant or other person shall become effective only when duly executed on forms provided by the Administrator and filed with the Administrator.

14.5. Independence of Plan. Except as otherwise expressly provided herein, this Plan shall be independent of, and in addition to, any other benefit agreement or plan of a Participating Company or any rights that may exist from time to time thereunder.

14.6. No Employment Rights Created. This Plan shall not be deemed to constitute a contract of employment between the Company or any other Participating Company and any Participant, nor confer upon any Participant the right to be retained in the service of the Company or any other Participating Company for any period of time, nor shall any provision hereof restrict the right of any Company to discharge or otherwise deal with any Participant.

14.7. Responsibility for Legal Effect. Neither the Company, nor any other Participating Company, nor the Administrator or the Compensation Committee or Appeals Committee, nor any officer, member, delegate or agent of any of them, makes any representations or warranties, express or implied, or assumes any responsibility concerning the legal, tax, or other implications or effects of this Plan. Without limiting the generality of the foregoing, no Participating Company shall have any liability for the

14-2

tax liability which a Participant may incur resulting from participation in this Plan or the payment of benefits hereunder.

14.8. Limitation of Duties. The Company, the Participating Companies, the Compensation Committee, the Administrator, the Appeals Committee, and their respective officers, members, employees and agents shall have no duty or responsibility under this Plan other than the duties and responsibilities expressly assigned to them herein or delegated to them pursuant hereto. None of them shall have any duty or responsibility with respect to the duties or responsibilities assigned or delegated to another of them.

14.9. Limitation of Sponsor Liability. Any right or authority exercisable by the Company, pursuant to any provision of this Plan, shall be exercised in the Company's capacity as sponsor of this Plan, or on behalf of the Company in such capacity, and not in a fiduciary capacity, and may be exercised without the approval or consent of any person in a fiduciary capacity. Neither the Company, nor any of its respective officers, members, employees, agents and delegates, shall have any liability to any party for its exercise of any such right or authority.

14.10. Successors. The terms and conditions of this Plan shall inure to the benefit of and bind the Company, the other Participating Companies, the Participants, their Beneficiaries, and the successors and personal representatives of the Participants and their Beneficiaries.

14.11. Controlling Law. This Plan shall be construed in accordance with the laws of the State of Ohio to the extent not preempted by laws of the United States.

14-3

14.12. Headings and Titles. The Section headings and titles of Articles used in this Plan are for convenience of reference only and shall not be considered in construing this Plan.

14.13. General Rules of Construction. The masculine gender shall include the feminine and neuter, and vice versa, as the context shall require. The singular number shall include the plural, and vice versa, as the context shall require. The present tense of a verb shall include the past and future tenses, and vice versa, as the context may require.

14.14. Execution in Counterparts. This Plan may be executed in any number of counterparts each of which shall be deemed an original and said counterparts shall constitute but one and the same instrument and may be sufficiently evidenced by any one counterpart.

14.15. Severability. In the event that any provision or term of this Plan, or any agreement or instrument required by the Administrator hereunder, is determined by a judicial, quasi-judicial or administrative body to be void or not enforceable for any reason, all other provisions or terms of this Plan or such agreement or instrument shall remain in full force and effect and shall be enforceable as if such void or nonenforceable provision or term had never been a part of this Plan, or such agreement or instrument except as to the extent the Administrator determines such result would have been contrary to the intent of the Company in establishing and maintaining this Plan.

14.16. Indemnification. The Participating Companies shall jointly and severally indemnify, defend, and hold harmless any Employee, officer or director of any Participating Company for all acts taken or omitted in carrying out the responsibilities of

14-4

the Company, Participating Company, Compensation Committee, Administrator or Appeals Committee under the terms of this Plan or other responsibilities imposed upon such individual by law. This indemnification for all such acts taken or omitted is intentionally broad, but shall not provide indemnification for any civil penalty that may be imposed by law, nor shall it provide indemnification for embezzlement or diversion of Plan funds for the benefit of any such individual. The Participating Companies shall jointly and severally indemnify any such individual for expenses of defending an action by a Participant, dependent, service provider, government entity or other person, including all legal fees and other costs of such defense. The Participating Companies shall also reimburse any such an individual for any monetary recovery in a successful action against such individual in any federal or state court or arbitration. In addition, if a claim is settled out of court with the concurrence of the Company, the Participating Companies shall jointly and severally indemnify any such individual for any monetary liability under any such settlement, and the expenses thereof. Such indemnification will not be provided to any person who is not a present or former Employee or director of a Participating Company nor shall it be provided for any claim by a Participating Company against any such individual.

14-5

IN WITNESS WHEREOF, PIONEER-STANDARD ELECTRONICS, INC., the Company, by its appropriate officers duly authorized, has caused this Plan to be executed and adopted as of the 27th day of April, 1999.

PIONEER-STANDARD ELECTRONICS, INC.

("Company")

By  /s/ James L. Bayman
    -------------------------------

And /s/ Arthur Rhein
    -------------------------------









  14-6

EMPLOYEE:  TOM PITERA                         ACCEPTED BY PIONEER-STANDARD
         ---------------------------          ELECTRONICS, INC.
               (Print Name)


    /s/ Tom Pitera                            By: /s/ Arthur Rhein
------------------------------------             ------------------------------
           (Signature)                           Name


                                              Title:
                                                    ---------------------------

*Copy to be retained by Employee*

/s/ Thomas G. Pitera
--------------------------------------
Employee Name

By: /s/ Arthur Rhein
   -----------------------------------
   Arthur Rhein
   President & COO

Prepared February 25, 2000

      Contents
Financial Highlights                    1
To Our Fellow Shareholders              2
About the Company                       5
Industrial Electronics Division         6
Computer Systems Division              10
Building Global Momentum               14
Financial Review                       15
Corporate Directory                    35
Shareholder Information                36

Fiscal years ended March 31                 2000            1999            1998
------------------------------------------------------------------------------------
In thousands, except per share data
Net sales                                $2,550,685      $2,259,083      $1,685,265
Operating profit                            101,454          84,921          72,950
Income before income taxes                   77,225          60,668          52,233
Income taxes                                 31,210          24,018          21,624
Net income                               $   40,145      $   30,809      $   30,497
------------------------------------------------------------------------------------
Per share data
    Basic                                $     1.52      $     1.17      $     1.16
    Diluted                                    1.27            1.03            1.14
    Dividends                                   .12             .12             .12
    Shareholders' equity                      12.20           10.30            9.30
Weighted average shares outstanding
    Basic                                    26,409          26,351          26,205
    Diluted                                  36,178          35,711          26,949
------------------------------------------------------------------------------------

strides to

       [PHOTO]                                            [PHOTO]


ARTHUR RHEIN                                         JAMES L. BAYMAN
President and                                        Chairman and
Chief Operating Officer                              Chief Executive Officer

/s/ James L. Bayman                       /s/ Arthur Rhein

JAMES L. BAYMAN                           ARTHUR RHEIN
Chairman and Chief Executive Officer      President and Chief Operating Officer

Value-added      98                       25%
services as
a percentage     99                       33%
of division
sales >          00                       42%

                 01                       50%

               (est.)

Worldwide online           97       100
population >               98       151
(in millions of
people by end of           99       259
the calendar year)
                           00       375
                           02       490
                           05       765

Management's Discussion and Analysis       16

Financial Statements                       20

Notes to Financial Statements              24

Five-Year Summary of Operations            34

Corporate Directory                        35

Shareholder Information                    36

March 31, 2000 and 1999                                                        2000                 1999
--------------------------------------------------------------------------------------------------------------
Assets

CURRENT ASSETS:

Cash and cash equivalents                                              $    34,253,000       $    28,898,000
Accounts receivable, less allowance for doubtful accounts
  (2000 - $5,681,000, 1999 - $6,035,000)                                   407,309,000           323,461,000
Merchandise inventory                                                      348,120,000           314,362,000
Prepaid expenses                                                             2,871,000             2,475,000
Deferred income taxes                                                        9,178,000             8,049,000
--------------------------------------------------------------------------------------------------------------
    Total current assets                                                   801,731,000           677,245,000

INVESTMENT AND OTHER ASSETS:
Intangible assets                                                          150,503,000           154,405,000
Investments in affiliated companies                                         46,030,000            13,964,000
Other assets                                                                 8,055,000             7,898,000

PROPERTY AND EQUIPMENT, AT COST:

Land                                                                           572,000               828,000
Building                                                                     8,997,000            10,264,000
Furniture and equipment                                                    100,564,000            87,000,000
Software                                                                    60,054,000            53,310,000
Leasehold improvements                                                      22,439,000            12,200,000
--------------------------------------------------------------------------------------------------------------
                                                                           192,626,000           163,602,000
Less accumulated depreciation and amortization                              86,729,000            72,645,000
--------------------------------------------------------------------------------------------------------------
    Net property and equipment                                             105,897,000            90,957,000
--------------------------------------------------------------------------------------------------------------
                                                                       $ 1,112,216,000       $   944,469,000
==============================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                                                       $   240,229,000       $   155,705,000
Note payable                                                                26,086,000             9,674,000
Income taxes                                                                   673,000             1,216,000
Accrued salaries, wages and commissions                                     13,456,000             8,649,000
Other accrued liabilities                                                   16,702,000            22,550,000
Long-term debt due within one year                                           3,052,000             3,104,000
--------------------------------------------------------------------------------------------------------------
    Total current liabilities                                              300,198,000           200,898,000
Long-term debt                                                             320,205,000           313,240,000
Deferred income taxes and other                                             23,998,000            15,078,000
Company obligated mandatorily redeemable convertible
 preferred securities of trust, holding solely 6 3/4% convertible
 subordinated debentures of the Company                                    143,750,000           143,750,000

SHAREHOLDERS' EQUITY:
Serial preferred shares, without par value: authorized 5,000,000;
  issued and outstanding - none                                                     --                    --

Common shares, without par value, $.30 stated value:
  authorized 80,000,000 shares; 31,349,751 outstanding
  shares (including 4,056,202 subscribed-for shares) in
  2000 and 31,134,741 shares (including 4,780,000
  subscribed-for shares) in 1999                                             9,323,000             9,258,000

Capital in excess of stated value                                          137,092,000            93,324,000
Retained earnings                                                          238,968,000           202,056,000
Unearned employee benefits                                                 (63,885,000)          (31,369,000)
Unearned compensation on restricted stock                                   (7,526,000)                   --
Accumulated other comprehensive income (loss)                               10,093,000            (1,766,000)
--------------------------------------------------------------------------------------------------------------
Total shareholders' equity                                                  324,065,000           271,503,000
--------------------------------------------------------------------------------------------------------------
                                                                       $ 1,112,216,000       $   944,469,000
=============================================================================================================

Years ended March 31, 2000, 1999 and 1998                            2000                1999                 1998
------------------------------------------------------------------------------------------------------------------------
Net sales                                                      $2,550,685,000      $2,259,083,000      $1,685,265,000
Operating costs and expenses:
  Cost of goods sold                                            2,154,932,000       1,906,657,000       1,386,666,000
  Warehouse, selling and administrative expenses                  294,299,000         267,505,000         225,649,000
------------------------------------------------------------------------------------------------------------------------
                                                                2,449,231,000       2,174,162,000       1,612,315,000
------------------------------------------------------------------------------------------------------------------------
Operating profit                                                  101,454,000          84,921,000          72,950,000
Other income                                                        1,845,000                  --                  --
Interest expense                                                   26,074,000          24,253,000          20,717,000
------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                         77,225,000          60,668,000          52,233,000
Provision for income taxes:
Federal
  Current                                                          26,302,000          14,825,000          13,584,000
  Deferred                                                          1,229,000           5,655,000           5,124,000
------------------------------------------------------------------------------------------------------------------------
                                                                   27,531,000          20,480,000          18,708,000
State                                                               3,679,000           3,538,000           2,916,000
------------------------------------------------------------------------------------------------------------------------
                                                                   31,210,000          24,018,000          21,624,000
Distributions on mandatorily redeemable convertible trust
  preferred securities, net of tax                                  5,870,000           5,841,000             112,000
------------------------------------------------------------------------------------------------------------------------
Net income                                                     $   40,145,000      $   30,809,000      $   30,497,000
------------------------------------------------------------------------------------------------------------------------
Earnings per common share:
  Basic                                                        $         1.52      $         1.17      $         1.16
  Diluted                                                      $         1.27      $         1.03      $         1.14
========================================================================================================================

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

                                        Stated value  Capital in                    Unearned
                                Common   of common     excess of      Retained       employee
                                shares     shares     stated value    earnings       benefits
-----------------------------------------------------------------------------------------------
BALANCE AT
  MARCH 31, 1997              31,034,545 $9,228,000  $121,489,000  $147,055,000   $(63,750,000)
Net income                                                           30,497,000
Unrealized translation
  adjustment
Total comprehensive income
Shares sold by trust                                      504,000                    2,805,000
Value change in
  subscribed-for shares                                (2,390,000)                   2,390,000
Cash dividends
  ($.12 per share)                                                   (3,141,000)
Shares issued upon
  exercise of stock options       94,009     28,000       737,000
Tax benefit related to
  exercise of stock options                               125,000
-----------------------------------------------------------------------------------------------
BALANCE AT
  MARCH 31, 1998              31,128,554  9,256,000   120,465,000   174,411,000    (58,555,000)
Net income                                                           30,809,000
Unrealized translation
  adjustment
Total comprehensive income
Value change in
  subscribed-for shares                               (27,186,000)                  27,186,000
Cash dividends
  ($.12 per share)                                                   (3,164,000)
Shares issued upon
  exercise of stock options        6,187      2,000        36,000
Tax benefit related to
  exercise of stock options                                 9,000

-----------------------------------------------------------------------------------------------
BALANCE AT
  MARCH 31, 1999              31,134,741  9,258,000    93,324,000   202,056,000    (31,369,000)
Net income                                                           40,145,000
Unrealized translation
  adjustment
Unrealized gain on securities
Total comprehensive income
Shares transferred from trust   (723,798)   (217,000)   (9,553,000)                   9,770,000
Value change in
  subscribed-for shares                                42,286,000                  (42,286,000)
Cash dividends
  ($.12 per share)                                                   (3,233,000)
Shares issued upon
  exercise of stock options      215,010    65,000     1,186,000
Tax benefit related to
  exercise of stock options                               296,000
Restricted stock awards          723,798   217,000      9,553,000
Amortization of unearned
   compensation
-----------------------------------------------------------------------------------------------
BALANCE AT
  MARCH 31, 2000              31,349,751 $9,323,000  $137,092,000  $238,968,000   $(63,885,000)
-----------------------------------------------------------------------------------------------




---------------------------------------------------------------------------
                               Unearned      Accumulated
                             compensation       other
                             on restricted   comprehensive
                                stock        income (loss)    Total
---------------------------------------------------------------------------
BALANCE AT
  MARCH 31, 1997                     --     $   (43,000)   $  213,979,000
Net income                                                     30,497,000
Unrealized translation
  adjustment                                   (538,000)         (538,000)
                                                               ----------
Total comprehensive income                                     29,959,000
Shares sold by trust                                            3,309,000
Value change in
  subscribed-for shares                                                --
Cash dividends
  ($.12 per share)                                             (3,141,000)
Shares issued upon
  exercise of stock options                                       765,000
Tax benefit related to
  exercise of stock options                                       125,000
---------------------------------------------------------------------------
BALANCE AT
  MARCH 31, 1998                     --           (581,000)   244,996,000
Net income                                                     30,809,000
Unrealized translation
  adjustment                                    (1,185,000)    (1,185,000)
                                                              -----------
Total comprehensive income                                     29,624,000
Value change in
  subscribed-for shares                                                --
Cash dividends
  ($.12 per share)                                             (3,164,000)
Shares issued upon
  exercise of stock options                                        38,000
Tax benefit related to
  exercise of stock options                                         9,000

---------------------------------------------------------------------------
BALANCE AT
  MARCH 31, 1999                     --         (1,766,000)   271,503,000
Net income                                                     40,145,000
Unrealized translation
  adjustment                                       833,000        833,000
Unrealized gain on securities                   11,026,000     11,026,000
                                                               ----------
Total comprehensive income                                     52,004,000
Shares transferred from trust                                          --
Value change in
  subscribed-for shares                                                --
Cash dividends
  ($.12 per share)                                             (3,233,000)
Shares issued upon
  exercise of stock options                                     1,251,000
Tax benefit related to
  exercise of stock options                                       296,000
Restricted stock awards      $(9,770,000)                              --
Amortization of unearned
   compensation                2,244,000                        2,244,000
---------------------------------------------------------------------------
BALANCE AT
  MARCH 31, 2000             $(7,526,000)      $10,093,000   $324,065,000
---------------------------------------------------------------------------

Years ended March 31, 2000, 1999 and 1998                             2000                      1999                 1998
---------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                      $  40,145,000       $  30,809,000       $  30,497,000
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
       Depreciation                                                  14,661,000          14,379,000          11,193,000
       Amortization                                                  11,682,000           8,611,000           3,788,000
       Gain on sale of property and equipment                        (1,845,000)                 --                  --
       Increase in operating working capital                        (33,638,000)        (33,110,000)       (115,151,000)
       Decrease in other assets and other liabilities                  (727,000)           (796,000)         (7,068,000)
       Deferred taxes                                                 1,229,000           5,655,000           5,124,000
---------------------------------------------------------------------------------------------------------------------------
         Total adjustments                                           (8,638,000)         (5,261,000)       (102,114,000)
---------------------------------------------------------------------------------------------------------------------------
         Net cash provided by (used in) operating activities         31,507,000          25,548,000         (71,617,000)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                               (36,030,000)        (22,137,000)        (44,283,000)
  Acquisition of businesses, net of cash acquired                            --                  --        (123,253,000)
  Investments in affiliated companies                               (13,908,000)         (7,433,000)         (6,531,000)
  Proceeds from sale of property and equipment                        2,712,000                  --                  --
---------------------------------------------------------------------------------------------------------------------------
         Net cash used in investing activities                      (47,226,000)        (29,570,000)       (174,067,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in short-term financing                        16,412,000           9,674,000         (20,500,000)
  Increase (decrease) in revolving credit borrowings                 10,000,000         (20,000,000)        146,859,000
  Principal payments under long-term debt obligations                (3,087,000)         (2,991,000)         (2,883,000)
  Proceeds from sale of trust securities                                     --                  --           3,309,000
  Proceeds from issuance of mandatorily redeemable
    convertible trust preferred securities                                   --          18,750,000         125,000,000
  Issuance of common shares under stock option plans                  1,251,000              38,000             765,000
  Tax benefit related to exercise of stock options                      296,000               9,000             125,000
  Dividends paid                                                     (3,233,000)         (3,164,000)         (3,141,000)
---------------------------------------------------------------------------------------------------------------------------
         Net cash provided by financing activities                   21,639,000           2,316,000         249,534,000

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                (565,000)         (1,395,000)             33,000
---------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  5,355,000          (3,101,000)          3,883,000

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                       28,898,000          31,999,000          28,116,000

CASH AND CASH EQUIVALENTS AT END OF YEAR                          $  34,253,000       $  28,898,000       $  31,999,000
===========================================================================================================================

                                                   1998
--------------------------------------------------------------
Net sales                                     $2,052,405,000
Net income                                        32,665,000
Net income per share
  Basic                                                $1.25
  Diluted                                              $1.22
--------------------------------------------------------------

                                    2000           1999
-------------------------------------------------------------
Revolving credit facility       $170,000,000    $160,000,000
8.5% Senior Notes                150,000,000     150,000,000
9.79% Senior Notes                 2,840,000       5,700,000
Other                                417,000         644,000
-------------------------------------------------------------
                                 323,257,000     316,344,000
Less amounts due
  within one year                  3,052,000       3,104,000
-------------------------------------------------------------
                                $320,205,000    $313,240,000
=============================================================

                              2000          1999        1998
------------------------------------------------------------------
Statutory rate                 35.0%        35.0%        35.0%
Provision for state taxes       3.1          3.8          3.6
Foreign losses with
  unrecognized
  (recognized) tax benefits     1.1          (.3)         1.2
Non-deductible and other        1.2          1.1          1.6
------------------------------------------------------------------
Effective rate                 40.4%        39.6%        41.4%
==================================================================

                                         2000            1999
------------------------------------------------------------------
Deferred tax assets:
  Capitalized inventory costs       $  2,723,000    $  2,697,000
  Accrued expenses                     1,978,000       1,908,000
  Allowance for doubtful accounts      1,819,000       1,616,000
  Inventory valuation reserve          2,271,000       1,233,000
  Foreign                              1,867,000       1,048,000
  Other                                  387,000         595,000
------------------------------------------------------------------
                                      11,045,000       9,097,000
Less valuation allowance              (1,867,000)     (1,048,000)
------------------------------------------------------------------
Total net deferred tax assets          9,178,000       8,049,000
Deferred tax liabilities:
  Depreciation expense                   484,000         865,000
  Software amortization               11,555,000      11,324,000
  Goodwill                             3,444,000       1,782,000
  Available for sale securities        7,132,000            --
  Other                                  846,000            --
------------------------------------------------------------------
Total deferred tax liabilities        23,461,000      13,971,000
------------------------------------------------------------------
Net deferred tax liabilities        $ 14,283,000    $  5,922,000
==================================================================

(in thousands)                                     2000         1999         1998
------------------------------------------------------------------------------------
SALES
  Computer Systems                             $1,215,117   $1,125,383   $  669,604
  Industrial Electronics                        1,335,568    1,133,700    1,015,661
------------------------------------------------------------------------------------
     Total Sales                               $2,550,685   $2,259,083   $1,685,265
OPERATING PROFIT
  Computer Systems                             $   37,238   $   49,810   $   36,158
  Industrial Electronics                           64,216       35,111       36,792
------------------------------------------------------------------------------------
     Total Operating Profit                    $  101,454   $   84,921   $   72,950
RECONCILIATION TO INCOME BEFORE INCOME TAXES
  Other Income                                 $    1,845   $     --     $     --
  Interest expense                                 26,074       24,253       20,717
------------------------------------------------------------------------------------
  Income Before Income Taxes                   $   77,225   $   60,668   $   52,233
IDENTIFIABLE ASSETS
  Computer Systems                             $  541,926   $  522,959   $  496,563
  Industrial Electronics                          519,779      395,175      438,390
  Corporate                                        50,511       26,335       22,550
------------------------------------------------------------------------------------
     Total Assets                              $1,112,216   $  944,469   $  957,503
CAPITAL EXPENDITURES
  Computer Systems                             $   21,626   $   10,801   $    6,277
  Industrial Electronics                           14,154        7,551       15,456
  Corporate                                           250        3,785       22,550
------------------------------------------------------------------------------------
     Total Capital Expenditures                $   36,030   $   22,137   $   44,283
DEPRECIATION AND AMORTIZATION EXPENSE
  Computer Systems                             $   13,430   $   11,530   $    4,792
  Industrial Electronics                           12,913       11,460       10,189
------------------------------------------------------------------------------------
     Total Depreciation and Amortization       $   26,343   $   22,990   $   14,981
GEOGRAPHIC AREAS
  Net sales
     United Sates                              $2,381,540   $2,107,099   $1,574,006
     Foreign                                      169,145      151,984      111,259
------------------------------------------------------------------------------------
       Total                                   $2,550,685   $2,259,083   $1,685,265
LONG-LIVED ASSETS
  United States                                $  118,973   $   97,931   $   94,368
  Foreign                                          41,009       14,888        7,617
------------------------------------------------------------------------------------
     Total                                     $  159,982   $  112,819   $  101,985
====================================================================================

Common Shares at stated value
  (4,056,202 @ $.30)                             $  1,217,000
Capital in excess of stated value
  (4,056,202 shares)                               62,668,000
Unearned employee benefits
  (4,056,202 shares @ $15.75 fair market value)   (63,885,000)
--------------------------------------------------------------
Net effect on shareholders' equity               $        --
==============================================================

                                                                                      For the years ended March 31
                                                                       2000                    1999               1998
----------------------------------------------------------------------------------------------------------------------------
Basic
  Net income                                                        $40,145,000             $30,809,000        $30,497,000
  Weighted average shares outstanding                                26,409,156              26,350,690         26,204,520
  Basic earnings per share                                                $1.52                   $1.17              $1.16
============================================================================================================================
Diluted
  Net income                                                        $40,145,000             $30,809,000        $30,497,000
  Add back:
     Distributions on mandatorily redeemable convertible
       trust preferred securities, net of tax                         5,870,000               5,841,000            112,000
----------------------------------------------------------------------------------------------------------------------------
     Net income for computation of diluted earnings per share       $46,015,000             $36,650,000        $30,609,000
----------------------------------------------------------------------------------------------------------------------------
  Weighted average shares outstanding                                26,409,156              26,350,690         26,204,520
  Effect of diluted securities:
     Common share equivalents                                           642,167                 243,485            570,863
     Common shares issuable upon conversion of mandatorily
       redeemable convertible trust preferred securities              9,126,984               9,117,199            173,950
----------------------------------------------------------------------------------------------------------------------------
  Diluted weighted average shares outstanding                        36,178,307              35,711,374         26,949,333
  Diluted earnings per share                                              $1.27                   $1.03              $1.14
============================================================================================================================

                                           Number   Average option
                                         of shares  price per share
-------------------------------------------------------------------
Outstanding at March 31, 1997            1,482,986    $    9.24
  Exercised                                (94,009)   $    8.13
  Granted                                  266,800    $   12.43
  Forfeited                                (57,855)   $   13.74
                                        ----------
Outstanding at March 31, 1998            1,597,922    $    9.68
  Exercised                                 (6,187)   $    6.11
  Granted                                1,244,500    $   10.36
  Forfeited                                (75,024)   $   12.89
                                        ----------
Outstanding at March 31, 1999            2,761,211    $    9.91
  Exercised                               (215,010)   $    5.81
  Granted                                  142,500    $    9.39
  Forfeited                                (30,600)   $   10.89
                                        ----------
Outstanding at March 31, 2000            2,658,101    $   10.20
                                        ==========
Exercisable at March 31, 2000            1,394,398    $   10.18
Available for grant at March 31, 2000      620,152

                         Options Outstanding
----------------------------------------------------------------
                                     Weighted-
                                      average
                    Outstanding      remaining      Weighted-
   Range of            as of        contractual      average
exercise prices     3/31/2000          life       exercise price
----------------------------------------------------------------
$ 3.00 - $ 5.50         62,100          1.1          $ 4.52
$ 5.50 - $ 8.00        547,944          4.0          $ 6.26
$ 8.00 - $10.50        657,500          8.8          $ 8.75
$10.50 - $13.00      1,139,057          6.6          $12.22
$13.00 - $15.50        251,500          6.7          $14.81
================================================================
                     2,658,101          6.5          $10.20

                          Options Exercisable
----------------------------------------------------------------
                         Exercisable
    Range of                as of             Weighted-average
exercise prices           3/31/2000            exercise price
----------------------------------------------------------------
$ 3.00 - $ 5.50             62,100                 $ 4.52
$ 5.50 - $ 8.00            375,144                 $ 6.11
$ 8.00 - $10.50            174,866                 $ 8.75
$10.50 - $13.00            610,654                 $12.24
$13.00 - $15.50            171,634                 $15.28
================================================================
                         1,394,398                 $10.18

                               2000         1999         1998
----------------------------------------------------------------
Dividend yield                   1.0%          1.0%          1.0%
Expected volatility             46.6%         39.0%         33.1%
Risk-free interest rate         6.25%         5.25%         5.60%
Expected life               7.5 years     8.2 years     7.3 years

                                                 2000                          1999
------------------------------------------------------------------------------------------------
                                   Carrying amount   Fair value  Carrying amount   Fair value
------------------------------------------------------------------------------------------------
Cash and cash equivalents            $ 34,253,000   $ 34,253,000   $ 28,898,000   $ 28,898,000
Note payable                           26,086,000     26,086,000      9,674,000      9,674,000
Long-term debt:
  8.5% Senior Notes                   150,000,000    143,250,000    150,000,000    151,500,000
  9.79% Senior Notes                    2,840,000      2,875,000      5,700,000      5,877,000
  Revolving credit borrowings         170,000,000    170,000,000    160,000,000    160,000,000
Interest rate swaps - asset                  --        2,153,000           --          227,948
Foreign exchange contracts              2,700,000      2,700,000      1,200,000      1,200,000
Mandatorily redeemable convertible
  trust preferred securities          143,750,000    163,156,000    143,750,000    100,625,000

                                                              2000             1999             1998
----------------------------------------------------------------------------------------------------------
Accounts receivable                                     $ (83,107,000)   $ (19,862,000)   $ (29,921,000)
Merchandise inventory                                     (33,498,000)      34,738,000      (78,450,000)
Prepaid expenses                                             (393,000)       3,324,000        2,381,000
Accounts payable                                           84,216,000      (41,462,000)      (7,908,000)
Income taxes                                                 (543,000)         (59,000)        (442,000)
Accrued salaries, wages and commissions                     4,804,000          741,000       (3,618,000)
Other accrued liabilities                                  (5,117,000)     (10,530,000)       2,807,000
----------------------------------------------------------------------------------------------------------
Increase in operating working capital                   $ (33,638,000)   $ (33,110,000)   $(115,151,000)
==========================================================================================================

Supplemental cash flow information:
                                                             2000             1999             1998
----------------------------------------------------------------------------------------------------------
Cash paid or received during the year for:
  Interest                                              $  26,013,000    $  23,675,000    $  20,942,000
  Income taxes                                             27,636,000       16,472,000       18,001,000
  Distributions on mandatorily redeemable
     convertible trust preferred securities                 9,703,000        9,886,000             --
----------------------------------------------------------------------------------------------------------
Non-cash assets and liabilities of business acquired:
  Working capital                                                --               --      $  23,456,000
  Intangible assets                                              --               --        116,758,000
  Other assets                                                   --               --          2,912,000
  Debt assumed and other                                         --               --        (19,873,000)
==========================================================================================================

/s/ Ernst and Young LLP

Cleveland, Ohio
May 8, 2000

------------------------------------------------------------------------------------------------------------
Fiscal year                  First            Second             Third          Fourth
ended March 31              quarter          quarter(a)         quarter         quarter           Year
------------------------------------------------------------------------------------------------------------
2000
Net sales               $  575,973,000   $  631,322,000   $  668,342,000   $  675,048,000   $2,550,685,000
Gross profit                89,274,000       96,218,000      102,725,000      107,536,000      395,753,000
Net income                   7,709,000       10,298,000       10,806,000       11,332,000       40,145,000
Net income per share:
  Basic                            .29              .39              .41              .43             1.52
  Diluted                          .26              .32              .34              .35             1.27
============================================================================================================

1999
Net sales               $  544,327,000   $  559,501,000   $  595,985,000   $  559,270,000   $2,259,083,000
Gross profit                86,470,000       85,477,000       92,477,000       88,002,000      352,426,000
Net income                   5,579,000        6,339,000        9,433,000        9,458,000       30,809,000
Net income per share:
  Basic                            .21              .24              .36              .36             1.17
  Diluted                          .20              .22              .30              .31             1.03
============================================================================================================

----------------------------------------------------------------------
Fiscal year        First     Second      Third     Fourth
ended March 31    quarter    quarter    quarter    quarter     Year
----------------------------------------------------------------------
2000
High             $  12.56   $  15.00   $  15.38   $  18.75   $  18.75
Low                  6.50      11.50      11.50      13.13       6.50
Close               12.00      14.44      14.44      15.75      15.75
Dividends paid        .03        .03        .03        .03        .12
======================================================================

1999
High             $  13.19   $  10.13   $  11.38   $  10.25   $  13.19
Low                  9.13       6.06       5.63       6.25       5.63
Close                9.63       6.31       9.38       6.56       6.56
Dividends paid        .03        .03        .03        .03        .12
======================================================================

                                                                   (Dollars in thousands except per share amounts)

For the years ended March 31                              2000            1999           1998           1997           1996
---------------------------------------------------------------------------------------------------------------------------------
Combined sales
(Pioneer-Standard Electronics, Inc. and
  Pioneer-Standard of Maryland, Inc.)                  $  2,550,685   $  2,259,083   $  1,685,265   $  1,508,709   $  1,325,047
Pioneer-Standard Electronics, Inc.
  Net sales                                               2,550,685      2,259,083      1,685,265      1,508,709      1,105,281
  Interest expense                                           26,074         24,253         20,717         17,066          8,136
  Income before income taxes and equity in
    earnings of Pioneer-Standard of Maryland, Inc.           77,225         60,668         52,233         40,321         43,812
  Equity in earnings (loss) of
    Pioneer-Standard of Maryland, Inc.                         --             --             --             --             (173)
  Income taxes                                               31,210         24,018         21,624         17,067         18,387
  Net income                                                 40,145         30,809         30,497         23,254         25,252
---------------------------------------------------------------------------------------------------------------------------------
Year-end position
  Accounts receivable                                       407,309        323,461        303,599        209,086        189,296
  Inventory                                                 348,120        314,362        349,100        243,940        238,370
  Working capital                                           501,533        476,371        461,449        298,535        224,840
  Net property and equipment                                105,897         90,957         87,727         52,594         48,679
  Total assets                                            1,112,216        944,469        957,503        592,513        559,110
  Long-term debt                                            320,205        313,240        336,234        173,587        164,447
  Shareholders' equity                                      324,065        271,503        244,996        213,979        150,693
  Weighted shares outstanding
    Basic                                                26,409,156     26,350,690     26,204,520     22,731,951     22,436,003
    Diluted                                              36,178,307     35,711,374     26,949,333     23,235,870     23,127,486
  Average number of employees                                 2,457          2,568          2,199          2,042          1,647
---------------------------------------------------------------------------------------------------------------------------------
Per share data
  Basic net income per share                                   1.52           1.17           1.16           1.02           1.13
  Diluted net income per share                                 1.27           1.03           1.14           1.00           1.09
  Cash dividends paid per share                                 .12            .12            .12            .12           .106
  Shareholders' equity per share                              12.20          10.30           9.30           8.22           6.70
  Price range of common shares
    High                                                      18.75          13.19          18.25          16.50          19.25
    Low                                                        6.50           5.63          11.38          10.25          10.75
---------------------------------------------------------------------------------------------------------------------------------
Measurement data
  Gross margin percent of sales                                15.5           15.6           17.7           17.2           18.3
  Net income percent of sales                                   1.6            1.4            1.8            1.5            2.3
  Net income percent of average shareholders' equity           13.6           11.9           13.3           14.2           18.2
  Sales per employee                                          1,038            879            766            739            671
  Accounts receivable days
    outstanding at year end                                      44             44             44             47             45
  Turns on annual average inventory                             6.1            5.5            4.4            5.2            5.4
  Interest bearing debt percent of equity plus debt
    (including convertible trust preferred
    securities as equity)                                        43             44             48             48             56

[PHOTOS]

                                                  State or jurisdiction of
Subsidiaries of the Company                       organization or incorporation
---------------------------                       -----------------------------

Pioneer-Standard of Maryland, Inc.                           Maryland
Pioneer-Standard Canada Inc.                                 Ontario
Pioneer-Standard FSC, Inc.                                   Virgin Islands of
                                                               the United States
Pioneer-Standard Illinois, Inc.                              Delaware
Pioneer-Standard Minnesota, Inc.                             Delaware
Pioneer-Standard Electronics, Ltd.                           Delaware
Dickens Data Systems, Inc.                                   Georgia
The Dickens Services Group, a
  Pioneer-Standard Company, LLC                              Delaware

/s/ Ernst & Young LLP

Cleveland, Ohio


June 28, 2000