PIONEER STANDARD ELECTRONICS INC
EX-10(X) AMEND./SUPPLEMENTAL EXEC. RETIREMENT PLAN
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<TYPE>EX-10.X
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<FILENAME>l93981aexv10wx.txt
<DESCRIPTION>EX-10(X) AMEND./SUPPLEMENTAL EXEC. RETIREMENT PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10(x)

                       PIONEER-STANDARD ELECTRONICS, INC.
                       ----------------------------------

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                     --------------------------------------






























                                            Effective Date:   April 27, 1999

                                            Amendment and
                                            Restatement Date: January 29, 2002



<PAGE>




                                TABLE OF CONTENTS
                                -----------------

ARTICLE                                                               Page No.
-------                                                               --------


ARTICLE 1         NAME AND PURPOSE.........................................1-1
---------         ----------------

ARTICLE 2         DEFINITIONS..............................................2-1
---------         -----------

ARTICLE 3         ELIGIBILITY AND PARTICIPATION............................3-1
---------         -----------------------------

ARTICLE 4         ACCRUED ANNUAL RETIREMENT BENEFIT........................4-1
---------         ---------------------------------

ARTICLE 5         ELIGIBILITY FOR RETIREMENT AND RELATED BENEFITS..........5-1
---------         -----------------------------------------------

ARTICLE 6         FORMS OF RETIREMENT BENEFITS.............................6-1
---------         ----------------------------

ARTICLE 7         AMOUNT OF RETIREMENT BENEFITS............................7-1
---------         -----------------------------

ARTICLE 8         DEATH BENEFITS...........................................8-1
---------         --------------

ARTICLE 9         RIGHTS OF PARTICIPANTS AND BENEFICIARIES.................9-1
---------         ----------------------------------------

ARTICLE 10        TRUST...................................................10-1
----------        -----

ARTICLE 11        CLAIMS PROCEDURE........................................11-1
----------        ----------------

ARTICLE 12        ADMINISTRATION..........................................12-1
----------        --------------

ARTICLE 13        AMENDMENT AND TERMINATION...............................13-1
----------        -------------------------

ARTICLE 14        PARTICIPATING COMPANIES.................................14-1
----------        -----------------------

ARTICLE 15        MISCELLANEOUS PROVISIONS................................15-1
----------        ------------------------






<PAGE>


                       PIONEER-STANDARD ELECTRONICS, INC.
                       ----------------------------------

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                     --------------------------------------

                  This Amendment and Restatement 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 adopted the Pioneer-Standard Electronics,
Inc. Supplemental Executive Retirement Plan (hereinafter referred to as the
"Plan"), effective April 27, 1999, in order to provide unfunded deferred
compensation to certain management and highly compensated employees; and

                  WHEREAS, the Company desires that the Plan be modified in
order to conform the vesting provisions of the Plan to other tax qualified and
nonqualified deferred compensation plans of the Company, to clarify certain
matters, to enhance the death benefit and to reflect certain other desired
changes;

                  NOW, THEREFORE, it is agreed that this Plan be amended and
restated, generally effective the 29th day of January, 2002, as follows:


<PAGE>


                                   ARTICLE 1

                                NAME AND PURPOSE
                                ----------------

         1.1. NAME. The name of this Plan shall continue to be the
PIONEER-STANDARD ELECTRONICS, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN.

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

         1.3. RESTATEMENT DATE. The provisions of the Plan as amended and
restated herein are effective January 29, 2002.

         1.4. 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.

         1.5. 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



                                      1-1
<PAGE>

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.





                                      1-2
<PAGE>

                                    ARTICLE 2

                                   DEFINITIONS
                                   -----------

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

         2.1. ACCRUED ANNUAL RETIREMENT BENEFIT. The words "Accrued Annual
Retirement Benefit" shall mean an amount determined in accordance with the
provisions of Article 4 hereof. A Participant's Accrued Annual Retirement
Benefit is the annual amount of benefit which the Participant would receive if:

              (a)   his Benefit Commencement Date is on or after his Normal
                    Retirement Date;

              (b)   he receives his benefit in the Life Annuity Form (Form 1)
                    described in Section 6.3; and

              (c)   he has completed at least five (5) years of Continuous
                    Service or his Vested Percentage is one hundred percent
                    (100%) for some other reason described in Section 2.43.

         2.2. ACTUARIAL EQUIVALENT. The words "Actuarial Equivalent" shall mean
the benefit having the same value as the benefit which the Actuarial Equivalent
replaces. The determination of an Actuarial Equivalent shall be based on the
following:

              (a)   one of the following mortality tables, as applicable:

                    (i)   with respect to forms of benefits other than single
                          sum payments, the UP-1984 Mortality Table; in
                          determinations where it is necessary to determine
                          factors in conjunction with a joint Beneficiary, such
                          Beneficiary's Age is set back three (3) years prior to
                          factor determination; or

                    (ii)  with respect to single sum payments, the 1983 Group
                          Annuity Mortality Table (50% male/50% female blend) or
                          such successor table as shall be prescribed from time
                          to time by the Secretary of the Treasury under Section
                          417(e)(3)(A)(ii)(I) of the Code; and



                                      2-1
<PAGE>

              (b)   one of the following rates of interest, as applicable:

                    (i)   with respect to forms of benefits other than single
                          sum payments, seven and one-half percent (7.5%); or

                    (ii)  with respect to single sum payments, the GATT Interest
                          Rate for the month of November immediately preceding
                          the Plan Year that contains the date of payment of the
                          single sum.

         For purposes of this Section, the words "GATT Interest Rate" shall
mean, for any month, the "applicable interest rate," as such term is defined by
Section 417(e)(3) of the Code, for such month of November; i.e., generally, the
annual interest rate on 30-year Treasury securities (or such successor interest
rate as specified by the Commissioner of the Internal Revenue Service) for that
month as specified by such Commissioner.

         2.3. ADMINISTRATOR. The word "Administrator" shall mean the person or
persons, corporation or partnership designated as Administrator under Article 12
hereof.

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

         2.5. 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.

         2.6. AGE. The word "Age" shall mean a Participant's or Beneficiary's
actual attained age; provided, however, that, throughout the two (2) year period
commencing on a Change of Control, the Participant's or Beneficiary's Age shall
be deemed to be what his actual age will be at the end of such period.


                                      2-2
<PAGE>

         2.7. 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.

         2.8. APPEALS COMMITTEE. The words "Appeals Committee" shall mean the
Appeals Committee established pursuant to Article 11 hereof.

         2.9. BENEFICIARY. The word "Beneficiary" shall mean any Surviving
Spouse or other person who receives or is eligible to receive payment of any
benefit under the terms of this Plan on the death of a Participant or former
Participant.

         2.10. BENEFIT COMMENCEMENT DATE. The words "Benefit Commencement Date"
shall mean:

               (a)   the first day of the first period for which an amount is
                     payable as an annuity; or

               (b)   in the case of a benefit not payable in the form of an
                     annuity, the first date as of which benefits are to be paid
                     pursuant to the terms of this Plan.

         2.11. BENEFIT EQUALIZATION PLAN. The words "Benefit Equalization Plan"
shall mean the Pioneer-Standard Electronics, Inc. Benefit Equalization Plan.

         2.12. BOARD. The word "Board" shall mean the Board of Directors of the
Company.

         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


                                      2-3
<PAGE>

by the Participant as reasonably determined by the Compensation Committee in
good faith, but only if such breach is not remedied within 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


                                      2-4
<PAGE>

                     13(d)(3) or Section 14(d)(2) of the Exchange Act),
                     excluding The Pioneer Stock Benefit Trust, any
                     employee benefit plan of any Participating Company or
                     Affiliated Company, any trust established under any
                     employee benefit plan of any Participating Company or
                     any Affiliated Company, or any trustee of any trust
                     established under any employee benefit plan of any
                     Participating Company or any Affiliated Company, has
                     become the beneficial owner (as the term "beneficial
                     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 COMMITTEE. The words "Compensation Committee" shall
mean the Compensation Committee of the Board or any successor thereto.


                                      2-5
<PAGE>

         2.19. 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, including any periods of
Disability. 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.

         If a Participant shall be entitled to Continuous Service for a period
of Disability, such entitlement shall cease on the first to occur of:

               (i)   cessation of the Participant's Disability;

               (ii)  cessation of the Participant's entitlement to benefits
                     under the Participating Company's long term disability
                     plan; or

               (iii) the Participant's commencement of benefits under this Plan.

         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


                                      2-6
<PAGE>

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.

         Finally, throughout the two (2) year period commencing on a Change of
Control, a Participant's Continuous Service shall be deemed to be what his
actual Continuous Service is projected to be at the end of such period
calculated on the assumption that there will be no break in such service during
such period.

         2.20. COVERED COMPENSATION. The words "Covered Compensation" shall
mean, with respect to any Participant, the sum of (a) plus (b) below where:

               (a)   equals his salary from any Participating Company; and

               (b)   equals amounts payable to him under any Annual Incentive
                     Compensation Plan;

and where (a) and (b) are payable to such Participant for services rendered to a
Participating Company while a Participant or prior thereto; provided, however,
that to the extent the Compensation Committee considers it appropriate,
compensation or remuneration payable to a Participant for services rendered to
an Affiliated Company shall be taken into account in determining his Covered
Compensation. A Participant's Covered Compensation will not be reduced by any of
the following:

               (i)   amounts which are excluded from taxable income under Code
                     Sections 125, 132(f)(4), 402(e)(3) and 402(h); and

               (ii)  amounts which are excluded from taxable income because they
                     are deferred by the Participant under the Benefit
                     Equalization Plan or another similar plan.

Covered Compensation 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.


                                      2-7
<PAGE>

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

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

         2.22. 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.

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

         2.23. 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, provided that such date shall not be
later than the Participant's Normal Retirement Date. Therefore, if the date on
which a Participant attains the later of Age fifty-five

                                      2-8
<PAGE>
(55) or seven (7) years of Continuous Service would be later than his Normal
Retirement Date, his Early Retirement Date and his Normal Retirement Date shall
be the same day.

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

         2.25. 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.

         2.26. 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.

         2.27. FINAL AVERAGE ANNUAL EARNINGS. The words "Final Average Annual
Earnings" shall mean the quotient of (a) divided by (b), where:

               (a)   equals the total amount of a Participant's Covered
                     Compensation for each of the three (3) Fiscal Years for
                     which the Participant's Covered Compensation was highest
                     out of the five (5) consecutive Fiscal Years ending with
                     the Fiscal Year in which the earlier of his date of
                     Termination of Employment or the date he ceased to be a
                     Senior Executive occurs; and

               (b)   equals three (3);

provided, however, that if a Participant has less than three (3) full Fiscal
Years of such employment, his Final Average Annual Earnings shall mean the total
amount of his Covered Compensation for each full calendar month of such
employment, divided by the number of full calendar months of such employment and
multiplied by twelve (12). The Final Average



                                      2-9
<PAGE>

Earnings of a Participant who becomes disabled shall be calculated as of the
date of the determination of his Disability.

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

         2.29. 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.

         2.30. NORMAL RETIREMENT DATE. The words "Normal Retirement Date" shall
mean the date on which a Participant attains Age sixty-five (65).

         2.31. 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.

         2.32. PARTICIPATING COMPANY. The words "Participating Company" shall
mean the Company and any Affiliated Company which is or shall become a
Participating Company in


                                      2-10
<PAGE>

the Plan pursuant to Article 14 hereof but only for periods while it is a
Participating Company herein.

         2.33. PLAN. The word "Plan" shall mean the Pioneer-Standard
Electronics, Inc. Supplemental Executive Retirement Plan as set forth herein,
effective as of the Restatement Date, and as it may be later amended.

         2.34. PLAN YEAR. The words "Plan Year" shall mean the twelve (12) month
period ending on December 31 in each calendar year; provided, however, that the
first Plan Year was April 27, 1999 through December 31, 1999.

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

               (a)   his death; or

               (b)   for Cause.

         2.36. RETIREMENT PLAN. The words "Retirement Plan" shall mean The
Retirement Plan of Pioneer-Standard Electronics, Inc., the Retirement Plan of
Pioneer-Standard Electronics, Inc., II or any replacement plan or successor plan
thereto.

         2.37. 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 who
incurs a Disability at a time when he is a Senior Executive shall be deemed to
continue to be a Senior Executive during the period of his Disability but only
for such time as he is credited with Continuous Service. A Participant shall
automatically cease to be a Senior Executive on his date of Termination of
Employment.


                                      2-11
<PAGE>

         2.38. SUPPLEMENT. The word "Supplement" shall mean a portion of this
Plan, designated as such, which is adopted pursuant to Article 14 hereof and
which contains provisions applicable only to a specified group of Senior
Executives, former Senior Executives or others.

         2.39. SURVIVING SPOUSE. The words "Surviving Spouse" shall mean the
individual to whom a Participant or former Participant is married on the date of
the Participant's or former Participant's death provided such death is prior to
the Participant's or former Participant's Benefit Commencement Date.

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

         2.41. 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;

               (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, short term
                     or long term disability program of a Participating Company
                     or any Affiliated Company.

         2.42. TRUST. The word "Trust" shall mean any trust that may be
established pursuant to Article 10 hereof.


                                      2-12
<PAGE>

         2.43. 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:

                  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 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 benefits hereunder shall at all times until
paid be forfeitable for Cause or Breach of the Restrictive Covenants.



                                      2-13
<PAGE>


                                   ARTICLE 3

                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

         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; provided, however, that neither James L. Bayman nor
John V. Goodger shall be 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 cease to accrue benefits 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 for a "select group of
                    management or highly compensated employees" as referred to
                    above.




                                      3-1
<PAGE>


                                   ARTICLE 4

                        ACCRUED ANNUAL RETIREMENT BENEFIT
                        ---------------------------------

         4.1. AMOUNT OF ACCRUED ANNUAL RETIREMENT BENEFIT. A Participant's
Accrued Annual Retirement Benefit shall equal the remainder of (a) minus (b),
where:

              (a)   equals the product of (i) multiplied by (ii), below, where:

                    (i)   equals 3.3334% of his Final Average Annual Earnings;
                          and

                    (ii)  equals his full years of Continuous Service,

                    provided that such product does not exceed 50% of his
                    Final Average Annual Earnings; and

              (b)   equals the sum of the Actuarial Equivalent of (i), (ii),
                    (iii), and (iv), below, where:

                    (i)   equals the amounts contributed with respect to the
                          Participant by a Participating Company or an
                          Affiliated Company under the Retirement Plan, or any
                          other tax qualified retirement plan maintained by any
                          Participating Company or Affiliated Company, as profit
                          sharing contributions, matching contributions, or
                          similar employer contributions;

                    (ii)  equals the amounts deemed contributed with respect to
                          the Participant by a Participating Company or an
                          Affiliated Company under the Benefit Equalization
                          Plan, or any other nonqualified deferred compensation
                          plan maintained by any Participating Company or
                          Affiliated Company, as deemed profit sharing
                          contributions, matching contributions, or similar
                          employer contributions;

                    (iii) equals the employer funded or financed accrued benefit
                          of the Participant under any tax qualified or
                          nonqualified defined benefit plan maintained by any
                          Participating Company or Affiliated Company; and

                    (iv)  equals fifty percent (50%) of the Participant's Social
                          Security retirement benefit payable at the earliest
                          age at which an unreduced retirement benefit is
                          payable to the Participant.



                                      4-1
<PAGE>


                                   ARTICLE 5

                 ELIGIBILITY FOR RETIREMENT AND RELATED BENEFITS
                 -----------------------------------------------

         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 retirement benefit hereunder, in such form as is provided in Article 6 hereof,
and in the amount provided in Article 7 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 retirement
benefit hereunder, in such form as is provided in Article 6 hereof, and in the
amount provided in Article 7 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 5.7 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 prior to his Early Retirement Date shall be eligible to
receive a vested deferred retirement benefit hereunder, in such form as is
provided in Article 6 hereof, and in the amount provided in Article 7 hereof.
The Benefit Commencement Date for a former Participant eligible to receive a
vested deferred retirement benefit shall be his Normal Retirement



                                      5-1
<PAGE>

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 5.7 hereof.

         5.4. WITHDRAWAL RIGHT WHILE STILL EMPLOYED FOLLOWING CHANGE OF CONTROL.
During the two (2) year period commencing on a Change of Control, a Participant
may elect, in lieu of all other benefits hereunder, and while continuing to be
an Employee, to withdraw an amount determined as provided in Article 7 hereof.
The Benefit Commencement Date for a Participant who elects a withdrawal pursuant
to this Section 5.4 shall be the date which is thirty (30) days following the
date of his election. The amount payable pursuant to this Section 5.4 shall be
payable in the Single Sum Form described in Section 6.3 hereof, and in the
amount provided in Section 7.4 hereof which provides for a penalty of ten
percent (10%) in addition to appropriate actuarial reductions. Upon such
withdrawal, the Participant's Accrued Annual Retirement Benefit shall be
canceled and the Participant (as a further penalty) shall no longer be eligible
to participate in the Plan.

         5.5. 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.

         5.6. FORFEITURE 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 his Accrued Annual Retirement Benefit and he shall thenceforth be
ineligible to participate in this Plan, and 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 his Accrued Annual
Retirement Benefit and


                                      5-2
<PAGE>

any future payments under the Plan shall be canceled. Amounts previously paid
shall not be recoverable. 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, 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.

         5.7. ELECTION OF EARLIER BENEFIT COMMENCEMENT DATE. Any Participant who
has at least seven (7) years of Continuous Service and who either:

              (a)   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

              (b)   has a Termination of Employment prior to his Early
                    Retirement Date;

may 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. 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 representative. A Participant who is
electing an earlier Benefit Commencement Date may at any time 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


                                      5-3
<PAGE>

              (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.



                                      5-4
<PAGE>


                                   ARTICLE 6

                          FORMS OF RETIREMENT BENEFITS
                          ----------------------------

         6.1. NORMAL FORMS. The normal form of retirement benefits payable to a
Participant who is eligible therefor pursuant to Article 5 hereof shall be:

              (a)   the Life Annuity Form (Form 1) described in Section 6.3
                    hereof if the Participant is not married on his Benefit
                    Commencement Date; or

              (b)   the Spouse's Annuity Form (Form 2) described in Section 6.3
                    hereof if the Participant is married on his Benefit
                    Commencement Date.

A Participant shall, prior to his Benefit Commencement Date, submit to the
Administrator satisfactory evidence of his Age and, if he is married,
satisfactory evidence of his marriage and the Age of his spouse.

         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. Satisfactory proof of



                                      6-1
<PAGE>

the Age of the Participant's spouse will be required prior to the payment of
retirement benefits under Form 2, if applicable, or Form 3.

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

         FORM 1. LIFE ANNUITY FORM. A Participant who receives payment of his
retirement benefits under the Life Annuity Form shall receive an annuity
commencing on his Benefit Commencement Date and providing annual retirement
benefit payments during his life. No retirement benefits shall be payable after
the death of the Participant.

         FORM 2. SPOUSE'S ANNUITY FORM. A Participant who receives payment of
his retirement benefits under the Spouse's Annuity Form shall receive an annuity
commencing on his Benefit Commencement Date and providing annual retirement
benefit payments during his life, with the provision that after his death fifty
percent (50%) of his annual benefit shall continue during the life of and shall
be paid to the person who was his spouse on his Benefit Commencement Date.

         FORM 3. JOINT AND SURVIVOR FORM. A Participant who receives payment of
his retirement benefits under the Joint and Survivor Form shall receive an
annuity commencing on his Benefit Commencement Date and providing annual
retirement benefit payments during his life, with the provision that after his
death one hundred percent (100%) of his annual retirement benefit shall continue
during the life of and shall be paid to the person who was his spouse on his
Benefit Commencement Date.

         FORM 4. 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


                                      6-2
<PAGE>

Commencement Date in lieu of payments under Forms 1, 2, or 3. Notwithstanding
the foregoing, the Single Sum Form is available only:

              (a)   to a Participant during the two (2) year period following a
                    Change of Control, whether due to a withdrawal pursuant to
                    Section 5.4 or otherwise;

              (b)   to a Participant in payment of a distribution pursuant to
                    Section 13.2 hereof upon termination of the Plan;

              (c)   to a Surviving Spouse or other Beneficiary as a death
                    benefit pursuant to Section 8.2 hereof; or

              (d)   to a Participant:

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

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

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 (after the first payment which is payable as of the
                    Benefit Commencement Date) shall be paid annually as of 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 as of
                    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 spouse of the
                    Participant under this Article 6. Instead, benefits, if any,
                    shall be payable under Article 8.


                                      6-3
<PAGE>

              (d)   If any Participant shall die after the commencement of
                    retirement benefit payments pursuant to a form described in
                    Section 6.3 hereof, his spouse shall receive such payment or
                    series of payments, if any, provided for under the form of
                    retirement benefits, commencing as of the first day of the
                    Plan Year next following the Plan Year during which the
                    Participant shall have died.

              (e)   If any Participant was to have received retirement benefits
                    under Form 2 or Form 3 and his spouse shall die prior to his
                    Benefit Commencement Date, then the Participant shall
                    receive his retirement benefits under Form 1 unless, prior
                    to his Benefit Commencement Date, he remarries.

              (f)   If any Participant is receiving retirement benefits under
                    Form 2 or Form 3 and his spouse 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 no
                    retirement benefits shall be paid after the death of the
                    Participant even though he shall remarry prior to his death.

         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 payable to him under this Plan is subject to any deduction, change,
offset or correction, then the amount payable to such


                                      6-4
<PAGE>

Participant and his spouse 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 times 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.



                                      6-5
<PAGE>

                                   ARTICLE 7

                          AMOUNT OF RETIREMENT BENEFITS
                          -----------------------------

         7.1. ANNUAL AMOUNT PAYABLE UNDER FORM 1 AS A NORMAL OR LATE RETIREMENT
BENEFIT. The annual retirement benefit payable to a Participant who is eligible
for a normal or late retirement benefit pursuant to Section 5.1 hereof and whose
retirement benefit commences on or after his Normal Retirement Date and is
payable under Form 1 described in Section 6.3 hereof shall be equal to his
Accrued Annual Retirement Benefit. There shall be no actuarial increase of such
benefit merely because such benefit shall commence after the Participant's
Normal Retirement Date.

         7.2. ANNUAL AMOUNT PAYABLE UNDER FORM 1 AS AN EARLY RETIREMENT OR
VESTED DEFERRED RETIREMENT BENEFIT. The annual retirement benefit payable to a
Participant who is eligible for an early retirement or deferred vested
retirement benefit pursuant to Section 5.2 or 5.3 hereof and whose retirement
benefit is payable under Form 1 described in Section 6.3 hereof shall be equal
to (a) reduced by (b) where:

              (a)   is equal to such Participant's Accrued Annual Retirement
                    Benefit, multiplied by his Vested Percentage; and

              (b)   is equal to the applicable one from among (i), (ii) or (iii)
                    below, where:

                    (i)   equals zero (0), i.e. there is no reduction, if his
                          Termination of Employment occurs on or after the later
                          of his Early Retirement Date or his attainment of Age
                          sixty (60);

                    (ii)  equals one-half of one percent (0.5%) of the amount
                          determined under Subsection (a) above for each month
                          prior to his attainment of Age sixty (60) that his
                          retirement benefits commence if his Termination of
                          Employment occurs prior to his attainment of Age sixty
                          (60) but he has attained his Early Retirement Date at
                          the time of such Termination of Employment and such
                          Termination of



                                      7-1
<PAGE>

                          Employment does not occur within the two (2) year
                          period commencing on a Change of Control; or

                    (iii) equals one-half of one percent (0.5%) of the amount
                          determined under Subsection (a) above for each month
                          prior to his Normal Retirement Date that his
                          retirement benefits commence if his Termination of
                          Employment occurs prior to his attainment of his Early
                          Retirement Date, and such Termination of Employment
                          does not occur within the two (2) year period
                          commencing on a Change of Control.

         7.3. AMOUNT PAYABLE UNDER OTHER FORMS. The retirement benefit payable
to a Participant, who is eligible therefor pursuant to Article 5 hereof (other
than Section 5.4 hereof) and whose retirement benefit is payable under a form of
retirement benefits described in Article 6 hereof other than Form 1, shall be an
adjusted amount so that his retirement benefit is the Actuarial Equivalent of
the retirement benefit which he would have received under Section 7.1 or 7.2
hereof, whichever is applicable, if his retirement benefit were payable under
Form 1.

         7.4. AMOUNT PAYABLE IN CONNECTION WITH A CHANGE OF CONTROL.
Notwithstanding the foregoing provisions of this Article 7 concerning the
calculation of the amount of benefits payable under this Plan, the following
special rules shall apply in the event of a Change of Control:

              (a)   ADDITIONAL AGE AND CONTINUOUS SERVICE. As provided in the
                    definition of the words "Age" and "Continuous Service", if a
                    Participant has a Termination of Employment or requests a
                    withdrawal pursuant to Section 5.4 hereof at any time during
                    the two (2) year period commencing on a Change of Control,
                    the Age of a Participant or Beneficiary and the Continuous
                    Service of a Participant shall be determined, for all Plan
                    purposes, as of the last day of such two (2) year period.

              (b)   CALCULATION OF FORM 1 RETIREMENT BENEFIT. The annual
                    retirement benefit payable to a Participant who becomes
                    eligible for an early retirement or deferred vested
                    retirement benefit pursuant to Section 5.2 or 5.3 hereof due
                    to his Termination of Employment during the two (2) year
                    period following a Change of Control and whose



                                      7-2
<PAGE>

                    retirement benefit is payable under Form 1 described in
                    Section 6.3 hereof shall be equal to (i) reduced by (ii)
                    where:

                    (i)   is equal to such Participant's Accrued Annual
                          Retirement Benefit (multiplied by his Vested
                          Percentage which is in all events one hundred percent
                          (100%) due to the Change of Control); and

                    (ii)  is equal to the applicable one from among (A) or (B)
                          below where:

                          (A)   equals zero (0), i.e. there is no reduction, if
                                his benefit commences on or after his attainment
                                of Age sixty (60); and

                          (B)   equals the appropriate actuarial reduction such
                                that the benefit is the Actuarial Equivalent of
                                the retirement benefit which would have
                                commenced at age sixty (60) (as provided in (A)
                                above) if his benefit commences prior to his
                                attainment of Age sixty (60).

              (c)   CALCULATION OF OTHER FORMS OF RETIREMENT BENEFIT. The
                    retirement benefit payable to a Participant, who is eligible
                    for an early or deferred vested retirement benefit pursuant
                    to Section 5.2 or 5.3 hereof due to his Termination of
                    Employment during the two (2) year period following a Change
                    of Control and whose retirement benefit is payable under a
                    form of retirement benefit described in Article 6 hereof
                    other than Form 1, shall be an adjusted amount so that his
                    retirement benefit is the Actuarial Equivalent of the
                    retirement benefit which he would have received under
                    Section 7.4 (b) hereof if his retirement benefit were
                    payable under Form 1.

              (d)   CALCULATION OF WITHDRAWAL UNDER SECTION 5.4. The retirement
                    benefit payable to a Participant, who is eligible for and
                    elects during the two (2) year period following a Change of
                    Control to make a Single Sum Form withdrawal described in
                    Section 5.4 hereof, shall be equal to (i) reduced by (ii)
                    where:

                    (i)   equals the Single Sum Form amount which would have
                          been determined under Section 7.4(c) above if the
                          Participant had a Termination of Employment on the
                          date of his withdrawal election and were paid his
                          retirement benefit in the Single Sum form at the time
                          his withdrawal payment is made;



                                      7-3
<PAGE>

                    (ii)  equals ten percent (10%) of the amount determined
                          under 7.4(d)(i) above.

         7.5. REHIRED PARTICIPANTS. If a former Participant who has received or
is entitled to a retirement benefit pursuant to this Plan shall become
reemployed by a Participating Company or an Affiliated Company, such Participant
shall immediately become a Participant again on the date he is reemployed and
shall have reinstated for purposes of this Plan, in lieu of the previously
determined retirement benefits, the Continuous Service and Accrued Annual
Retirement Benefit which he had at the time he retired or terminated his
employment. If any such Participant shall have already received or been
receiving retirement benefits hereunder, such retirement benefits shall cease
and the retirement benefits to which he shall be entitled on his subsequent
Termination of Employment, whether before or after his Normal Retirement Date,
shall be actuarially reduced for the amount of benefits he shall have received
prior to his reemployment.

         7.6. NONDUPLICATION OF BENEFITS FOLLOWING A CHANGE OF CONTROL. In the
event of a Change of Control, the Plan provides for certain deemed increases to
the Age and Continuous Service of a Participant for purposes of this Plan. The
employment agreement or other agreement of the Participant also may provide for
guaranteed continuing participation in this Plan for a period of time following
a Change of Control or a related event such as a termination of employment
occurring in a window period following a Change of Control. Unless otherwise
specifically provided in such employment agreement or other agreement, it is not
intended that the Participant receive both the deemed increase in Age and
Continuous Service under this Plan and the guaranteed participation under this
Plan to the extent receiving both essentially would be a duplication of benefit
accrual for the same period and/or deemed period of time. The intention is that,
in such case, for any period for which the Participant



                                      7-4
<PAGE>

receives credit for deemed increases in Age and Continuous Service with respect
to any benefit hereunder, the Participant shall not also receive duplicative
credit, for the same period, for increases in Age and Continuous Service with
respect to his guaranteed continuing participation in the Plan.



                                      7-5
<PAGE>


                                   ARTICLE 8

                                 DEATH BENEFITS
                                 --------------

         8.1. 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 under the form of retirement benefits under which such
Participant was receiving retirement benefits.

         8.2. 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, the Beneficiary designated by
the Participant in a manner determined by the Administrator, if any, shall be
entitled to receive a death benefit pursuant to this Section which shall be paid
as soon as reasonably practicable, but not later than sixty (60) days following
the death of the Participant. If the Participant has not designated a
Beneficiary, such benefit shall be paid to the Surviving Spouse of the
Participant, or in the absence of such a Surviving Spouse, to the estate of the
Participant.

         The death benefit shall be payable in the Single Sum Form described in
Section 6.3 hereof in an amount which is the Actuarial Equivalent of the value
of the benefit which the Participant would have received if he had a Termination
of Employment on the earlier to occur of the actual date of his Termination of
Employment or the day before his date of death and had elected to receive his
retirement benefit commencing on the later to occur of:

              (a)   the day before his date of death; or

              (b)   the earliest day on which he could have received a
                    retirement benefit under this Plan if he had terminated his
                    employment on the



                                      8-1
<PAGE>

                    earlier to occur of the actual date of his Termination of
                    Employment or the day before his date of death.




                                      8-2
<PAGE>


                                   ARTICLE 9

                    RIGHTS OF PARTICIPANTS AND BENEFICIARIES
                    ----------------------------------------

         9.1. 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.

         9.2. 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 contravene the provisions of Section 9.1
hereof.

         9.3. 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.



                                      9-1
<PAGE>


                                   ARTICLE 10

                                      TRUST
                                      -----

         10.1. 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.

         10.2. OBLIGATIONS OF THE COMPANY. Notwithstanding the fact that a Trust
may be established under Section 10.1 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.

         10.3. TRUST TERMS. A Trust established under Section 10.1 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 10.1 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.




                                      10-1
<PAGE>


                                   ARTICLE 11

                                CLAIMS PROCEDURE
                                ----------------

         11.1. 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. Such claim may be made by the Participant or
Beneficiary claiming a benefit hereunder or by an authorized representative
described in and subject to the rules contained in Section 11.2 hereof. 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


                                      11-1
<PAGE>

               (d)   an explanation of this Plan's claim review procedure
                     including applicable time limits and the claimant's right
                     to bring a civil action under Section 502(a) of ERISA
                     following an adverse benefit determination on appeal.

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 11.

         11.2. AUTHORIZED REPRESENTATIVE. The claimant may designate an
authorized representative to act on his behalf in pursuing a benefit claim or
appeal of an adverse benefit determination. The Administrator and Appeals
Committee may demand reasonable evidence that the representative has been duly
authorized by the claimant including evidence as to the scope of the
representation and whether notices due the claimant under these claims
procedures are to be given to the claimant, the representative or both.
Depending on the extent of authorization given to the representative hereunder,
references to the claimant in these claims procedures may be deemed to refer to
or include the authorized representative.

         11.3. REQUEST FOR REVIEW OF A DENIAL OF A CLAIM FOR BENEFITS. Any
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 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.


                                      11-2
<PAGE>

         11.4. 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. If no hearing is to be held, the claimant and the
Administrator shall have thirty (30) days following the filing of the request
for review to submit written comments, documents, records and other information
relating to the claim. During this period, the claimant shall be provided, on
request and free of charge, reasonable access to, and copies of, all
documentation, records, and other information relevant to the claimant's claim
for benefits. Whether a document, record or other information is relevant to a
claim for benefits shall be determined pursuant to appropriate regulations under
Section 503 of ERISA. The claimant and the Administrator may submit additional
comments, etc., after the close of the thirty (30) day period only at the
request or with the consent of the Appeals Committee. Alternatively, upon
receipt of a request for review, the Appeals Committee may 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 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 appear in his place,
or such other persons will not be admitted to the hearing. The Appeals Committee
may limit attendance at the hearing. The Appeals


                                      11-3
<PAGE>

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 shall
be provided, on request and free of charge, reasonable access to, and copies of,
all documents, records, and other information relevant to the claimant's claim
for benefits in preparation for the hearing. Whether a document, record or other
information is relevant to a claim for benefits shall be determined pursuant to
appropriate regulations under Section 503 of ERISA. The claimant and the
Administrator may subject written comments, documents, records and other
information relating to the claim prior to or during the hearing. The claimant
and the Administrator may submit additional comments, etc., after the hearing
only at the request or with the consent of the Committee.

         11.5. 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 person in accordance with the provisions of this Plan. Further, in
making its decision, the Appeals Committee shall take into account all comments,
documents, records, and other information submitted by the claimant relating to
the claim, without regard to whether such


                                      11-4
<PAGE>

information was submitted or considered in the initial benefit determination.
Subject to extension by agreement of the claimant and the Administrator or where
due to delay beyond the control of the Administrator or the Appeals Committee,
the Appeals Committee shall render a decision on the claim review not more than
sixty (60) days after the receipt of the claimant's request for review, unless a
hearing is scheduled, in which case the sixty (60) day period shall be extended
to thirty (30) days after the date scheduled for the hearing. Such decision
shall be written in a manner calculated to be understood by the claimant, and
shall:

               (a)   set forth the specific reason or reasons for the adverse
                     determination;

               (b)   contain references to the specific Plan provisions on which
                     the benefit determination was based; and

               (c)   contain a statement that the claimant is entitled to
                     receive, upon request and free of charge, reasonable access
                     to, and copies of, all documents, records, and other
                     information relevant to the claimant's claim for benefits.
                     Whether a document, record or other information is relevant
                     to a claim for benefits shall be determined pursuant to
                     appropriate regulations under Section 503 of ERISA.

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 Participating Companies and the claimant.
Except as otherwise provided by law, the review procedures of this Article 11
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. If the law
provides that the claimant shall be permitted to bring a legal action alleging a
claim for benefits hereunder, no such legal action may be commenced by any
Participant or other person against the Company or any Participating Company,
the Plan, the


                                      11-5
<PAGE>

Administrator or any other person or any employee of any of the foregoing, or
the Board, the Compensation Committee or the Appeals Committee (or any member of
any of them) in connection with any claim hereunder until such Participant or
other person has pursued such claim under this claims procedure through the
review process described in this Article 11. Thereafter, no such legal action
may be commenced by such Participant or other person more than one hundred
eighty (180) days after the Appeals Committee's final decision has been rendered
or deemed rendered with respect to such claim.

         11.6. 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 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,


                                      11-6
<PAGE>


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.

         11.7. OPERATIONS AND POWERS 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 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.

         In addition to the powers specifically granted to the Appeals Committee
elsewhere in this Article 11, the Committee shall have full administrative power
to carry out its


                                      11-7
<PAGE>

responsibilities under this Plan. Without limiting the generality of the
foregoing, the Appeals Committee shall have full power to determine all
administrative matters concerning the handling of appeals including the holding
of hearings and all rules attendant thereto, and all of its decisions on such
matters shall be final and not appealable. However, the Appeals Committee shall
exercise its power with relative uniformity and in a generally nondiscriminatory
manner in conformity with Section 503 of ERISA and applicable lawful regulations
thereunder.

         11.8. SPECIAL PROVISIONS RELATING TO DISABILITY. In the event of a
claim which involves determination of whether a Participant suffers from a
Disability, then, to the extent provided by applicable regulations under Section
503 of ERISA, the foregoing claims procedures shall be modified to conform to
the special provisions contained in such regulations applicable to disability
benefits. Without limiting the generality of the foregoing, to the extent
applicable because a determination is needed beyond the question of whether the
Participant is entitled to benefits under a Participating Company's long term
disability benefit plan, such special provisions shall include:

               (a)   the special provisions contained in Regulation Section
                     2560.503-1(g)(v) and 2560.503-1(j)(5) regarding internal
                     rules, guidelines, protocols and similar criteria;

               (b)   the special provisions referred to in Regulation Section
                     2560.503-1(h)(4) dealing with Appeals Committee membership,
                     use of health care professionals and medical or vocational
                     experts and extending the claimant's appeal period to one
                     hundred and eighty (180) days; and

               (c)   the special provisions referred to in Regulation Section
                     2560.503-1(i)(3) accelerating the time for the Appeals
                     Committee's decision.

         11.9. 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


                                      11-8
<PAGE>

Accrued Annual Retirement Benefits 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 Accrued Annual Retirement
Benefits 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
Accrued Annual Retirement Benefits under this Plan, such individual or
individuals shall perform the duties of the Appeals Committee. If only one (1)
individual has Accrued Annual Retirement Benefits 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 appointed by the Company, one appointed by the individual
claiming benefits hereunder, and a third selected by the other two (2).



                                      11-9
<PAGE>


                                   ARTICLE 12

                                 ADMINISTRATION
                                 --------------

         12.1. 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.

         12.2. 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 and 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. 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 claimant, 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 regard except for gross abuse of the
discretion given it and them under the terms of



                                      12-1
<PAGE>


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.

         12.3. 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.

         12.4. 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.



                                      12-2
<PAGE>


                                   ARTICLE 13

                            AMENDMENT AND TERMINATION
                            -------------------------

         13.1. 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 Accrued
Annual Retirement Benefit 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.

         13.2. EFFECTS OF PLAN TERMINATION. If this Plan is terminated, then, on
and after the effective date of such termination, all accruals hereunder shall
cease. Thereafter, the Vested Percentage of each Participant shall become one
hundred percent (100%) and the Actuarial Equivalent of each Participant's
Accrued Annual Retirement Benefit 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.

         13.3. 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 terminating this Plan notwithstanding the
fact that a Participant may have expected to have future accruals hereunder had
this Plan remained in effect.





                                      13-1
<PAGE>


                                   ARTICLE 14

                             PARTICIPATING COMPANIES
                             -----------------------

         14.1. LIST OF PARTICIPATING COMPANIES. The Participating Companies as
of the Effective Date are as follows:

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
Aprisa, Inc.                            April 1, 2002

         14.2. 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 14.1 hereof which
specifies the name of the Affiliated Company, its Adoption Date and other
pertinent information.

         14.3. 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 special provisions applicable to such Senior



                                      14-1
<PAGE>

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

         14.4. 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.

         14.5. 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 14.1 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 13 hereof.

         14.6. 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



                                      14-2
<PAGE>

represent, without any further action on the part of any Participating Company,
the approval, adoption, ratification or confirmation by 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.

         14.7. AMENDMENT RESTRICTIONS AND PROCEDURES. Amendments authorized by
this Article 14, including those adding or removing a Participating Company,
shall be subject to the provisions of Article 13 hereof dealing with amendment
and termination of the Plan, as applicable.



                                      14-3
<PAGE>


                                   ARTICLE 15

                            MISCELLANEOUS PROVISIONS
                            ------------------------

         15.1. NON-ALIENATION. No benefits 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 in any manner be liable for or subject to the debts,
contracts, liabilities, engagements or torts of the person entitled to such
benefits as are herein provided for him.

         15.2. 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.

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



                                      15-1
<PAGE>

         15.4. 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.

         15.5. 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.

         15.6. 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.

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

         15.8. 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


                                      15-2
<PAGE>

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.

         15.9. 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.

         15.10. 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.

         15.11. 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.

         15.12. 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.

         15.13. 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.

                                      15-3
<PAGE>

         15.14. 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.

         15.15. 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.

         15.16. 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 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


                                      15-4
<PAGE>


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.

         15.17. PAPERLESS ADMINISTRATION. If this Plan requires that an action
shall be in writing, then, to the extent permitted and effective pursuant to
law, and approved by the Administrator, such action may be taken in person,
telephonically or electronically in lieu of such written action.

         IN WITNESS WHEREOF, PIONEER-STANDARD ELECTRONICS, INC., the Company, by
its appropriate officers duly authorized, has caused this amended and restated
Plan to be executed and adopted the 30th day of April, 2002, generally effective
as of the 29th day of January, 2002.

                              PIONEER-STANDARD ELECTRONICS, INC.

                                        ("Company")

                              By  /s/ Arthur Rhein
                                  ------------------------

                              And /s/ Richard A. Sayers II
                                  ------------------------


                                      15-5


</TEXT>
</DOCUMENT>
