PIONEER STANDARD ELECTRONICS INC
EXHIBIT 10(P)
<DOCUMENT>
<TYPE>EX-10.P
<SEQUENCE>4
<FILENAME>ex10-p.txt
<DESCRIPTION>EXHIBIT 10(P)
<TEXT>

<PAGE>   1
                                                                   Exhibit 10(p)






                       PIONEER-STANDARD ELECTRONICS, INC.

                            BENEFIT EQUALIZATION PLAN


























                                                       Effective: April 27, 1999



<PAGE>   2




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


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

   1       NAME AND PURPOSE                                               1-1

   2       DEFINITIONS                                                    2-1

   3       ELIGIBILITY AND PARTICIPATION                                  3-1

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

   5       ELIGIBILITY FOR RETIREMENT AND RELATED BENEFITS                5-1

   6       FORMS OF RETIREMENT BENEFITS                                   6-1

   7       DEATH BENEFITS                                                 7-1

   8       RIGHTS OF PARTICIPANTS AND BENEFICIARIES                       8-1

   9       TRUST                                                          9-1

   10      CLAIMS PROCEDURE                                               10-1

   11      ADMINISTRATION                                                 11-1

   12      AMENDMENT AND TERMINATION                                      12-1

   13      PARTICIPATING COMPANIES                                        13-1

   14      MISCELLANEOUS                                                  14-1


                                       ii

<PAGE>   3



                       PIONEER-STANDARD ELECTRONICS, INC.

                            BENEFIT EQUALIZATION PLAN

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

                              W I T N E S S E T H:

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

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

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

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

                                      iii

<PAGE>   4

                                   ARTICLE 1
                                   ---------

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

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

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

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

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

                                      1-1

<PAGE>   5


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

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

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

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

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

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

                                      2-1

<PAGE>   6

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

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

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

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

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

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

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

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

                                      2-2

<PAGE>   7

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

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

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

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

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

                                      2-3

<PAGE>   8

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

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

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

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

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

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

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

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

                                      2-4

<PAGE>   9

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

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

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

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

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

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

                                      2-5

<PAGE>   10

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

                  (b) increased by any deferred compensation amounts; and

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

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

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

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

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

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

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

                                       2-6

<PAGE>   11

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

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

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

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

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

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

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

                                      2-7

<PAGE>   12

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

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

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

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

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

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

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

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

                                      2-8

<PAGE>   13

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

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

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

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

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

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

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

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

                                      2-9

<PAGE>   14

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

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

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

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

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

                                      2-10

<PAGE>   15

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

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

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

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

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

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

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

                                      2-11

<PAGE>   16

                  (a) his death or Disability; or

                  (b) for Cause.

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

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

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

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

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

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

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

                                      2-12

<PAGE>   17

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

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

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

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

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

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

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

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

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

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

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

                                      2-13

<PAGE>   18

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

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

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

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

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

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

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

                  (e) the date of a Change of Control.

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

                                      2-14

<PAGE>   19

                                   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.

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

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

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

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

                                      3-1

<PAGE>   20

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

                                      3-2

<PAGE>   21


                                   ARTICLE 4
                                   ---------

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


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

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

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

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

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


                                      4-1

<PAGE>   22
         percentage or dollar amount shall not exceed one hundred percent (100%)
         of the Participant's Bonus. The amount so elected under the Bonus
         Deferral Election shall be credited to the Participant's Deferral
         Account under this Plan. No Bonus Deferral Election shall be effective
         with respect to a Bonus paid before:

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

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

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

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

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

                                      4-2

<PAGE>   23

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

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

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

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

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

                                      4-3

<PAGE>   24

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

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

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

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

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

                                      4-4

<PAGE>   25

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

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

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

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

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

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

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

                                      4-5

<PAGE>   26

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

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

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

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

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

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

                  (a) money market funds;

                  (b) mutual funds;

                  (c) equity funds;

                  (d) fixed income funds;

                  (e) balanced funds;

                                      4-6

<PAGE>   27

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

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

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

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

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

                                      4-7

<PAGE>   28

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

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

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

                                      5-1

<PAGE>   29

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

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

         5.5. Withdrawal Rights and Short Term Deferrals.

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

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

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

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

                                      5-2

<PAGE>   30

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

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

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

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

                                      5-3

<PAGE>   31

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

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

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

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

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

                                      5-4

<PAGE>   32

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

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

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

                                      5-5

<PAGE>   33




                                   ARTICLE 6
                                   ---------

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


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

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

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

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

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

                                      6-1

<PAGE>   34

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

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

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

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

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

                                      6-2

<PAGE>   35

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

                  (d) to a Participant:

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

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

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

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

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

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

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

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

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

                                      6-3

<PAGE>   36

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

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

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

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

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

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

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

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

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

                                      6-4

<PAGE>   37

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

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


                                      6-5


<PAGE>   38




                                   ARTICLE 7
                                   ---------

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


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

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

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

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

                  (b) his issue, per stirpes;

                                      7-1

<PAGE>   39

                  (c) his parents; or

                  (d) the executor or administrator of his estate.

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

                                      7-2

<PAGE>   40




                                   ARTICLE 8
                                   ---------

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


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

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

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

                                      8-1

<PAGE>   41




                                    ARTICLE 9
                                    ---------

                                      TRUST
                                      -----


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

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

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

                                      9-1

<PAGE>   42




                                   ARTICLE 10
                                   ----------

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


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

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

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

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

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

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

                                      10-1

<PAGE>   43

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

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

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

                                      10-2

<PAGE>   44

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

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

                                      10-3

<PAGE>   45

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

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

                                      10-4

<PAGE>   46

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

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


                                      10-5

<PAGE>   47


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

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

                                      10-6

<PAGE>   48

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

                                      10-7

<PAGE>   49




                                   ARTICLE 11
                                   ----------

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


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

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

                                      11-1

<PAGE>   50

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

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

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

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

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

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

                                      11-2

<PAGE>   51




                                   ARTICLE 12
                                   ----------

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


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

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

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

                                      12-1

<PAGE>   52

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

                                      12-2

<PAGE>   53




                                   ARTICLE 13
                                   ----------

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


         13.1. 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

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

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

                                      13-1

<PAGE>   54

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

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

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

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

                                      13-2

<PAGE>   55

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

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


                                      13-3
<PAGE>   56




                                   ARTICLE 14
                                   ----------

                                  MISCELLANEOUS
                                  -------------


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

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

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

                                      14-1

<PAGE>   57

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

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

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

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

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

                                      14-2

<PAGE>   58

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

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

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

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

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

                                      14-3

<PAGE>   59

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

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

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

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

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

                                      14-4

<PAGE>   60

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

                                      14-5

<PAGE>   61

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

                                    PIONEER-STANDARD ELECTRONICS, INC.

                                                ("Company")

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

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








                                      14-6
</TEXT>
</DOCUMENT>
