PIONEER STANDARD ELECTRONICS INC
EXHIBIT 10(O)
<DOCUMENT>
<TYPE>EX-10.O
<SEQUENCE>3
<FILENAME>ex10-o.txt
<DESCRIPTION>EXHIBIT 10(O)
<TEXT>

<PAGE>   1

                                                                   Exhibit 10(o)








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

                     SUPPLEMENTAL EXECUTIVE RETIREMENT 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          ACCRUED ANNUAL RETIREMENT BENEFIT                          4-1

   5          ELIGIBILITY FOR RETIREMENT AND RELATED BENEFITS            5-1

   6          FORMS OF RETIREMENT BENEFITS                               6-1

   7          AMOUNT OF RETIREMENT BENEFITS                              7-1

   8          DEATH BENEFITS                                             8-1

   9          RIGHTS OF PARTICIPANTS AND BENEFICIARIES                   9-1

   10         TRUST                                                      10-1

   11         CLAIMS PROCEDURE                                           11-1

   12         ADMINISTRATION                                             12-1

   13         AMENDMENT AND TERMINATION                                  13-1

   14         PARTICIPATING COMPANIES                                    14-1

   15         MISCELLANEOUS                                              15-1
<PAGE>   3

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

                     SUPPLEMENTAL EXECUTIVE RETIREMENT 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 desires to establish the Pioneer-Standard
Electronics, Inc. Supplemental Executive Retirement Plan (hereinafter referred
to as the "Plan") in order to provide unfunded deferred compensation to certain
management and highly compensated employees;

            NOW, THEREFORE, the Company hereby adopts the Plan, effective
April 27, 1999, as follows:
<PAGE>   4

                                   ARTICLE 1

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


            1.1. NAME. The name of this Plan shall be the PIONEER-STANDARD
ELECTRONICS, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT 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. ACCRUED ANNUAL RETIREMENT BENEFIT. The words "Accrued Annual
Retirement Benefit" shall mean an amount determined in accordance with the
provisions of Article 4 hereof.

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

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

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

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

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

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

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

            For purposes of this Section, the words "GATT Interest Rate" shall
mean, for any month, the "applicable interest rate," as such term is defined by
Section 417(e)(3) of the Code,



                                      2-1
<PAGE>   6

for such month (generally, the annual interest rate on 30-year Treasury
securities for that month as specified by the Commissioner of the Internal
Revenue Service).

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

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

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

            2.6. 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.

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

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

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

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




                                      2-2
<PAGE>   7

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

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

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

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

            2.13. 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



                                      2-3
<PAGE>   8

                      interfere with the regular performance of his duties and
                      responsibilities of employment.

            2.14. 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 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.



                                      2-4
<PAGE>   9

            2.15. 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.

            2.16. 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.

            2.17. COMPENSATION COMMITTEE. The words "Compensation Committee"
shall mean the Compensation Committee of the Board or any successor thereto.

            2.18. CONTINUOUS SERVICE. The words "Continuous Service" shall mean
for any Participant any period during which he is or was employed by any
Participating Company or Affiliated Company, including any periods of
Disability. Each such period shall be measured from the Participant's date of
hire (which date shall be considered to be the first day during which the
Participant performs any service for any Participating Company or Affiliated
Company for which the Participant is directly or indirectly compensated) until
the date of Termination of Employment which follows such date of hire.

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

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

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

such Participant's Continuous Service shall include the period of severance
measured from his Termination of Employment until his subsequent date of rehire.
Two or more such periods that



                                      2-5
<PAGE>   10

contain fractions of a year (computed in months and days) shall be aggregated on
the basis of twelve (12) months constituting a year and thirty (30) days
constituting a month.

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

                      (i)   cessation of the Participant's Disability;

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

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

            In the event that a business organization shall be or shall have
been acquired by or merged into a Participating Company, the date of hire of
each Participant who is or was an 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.

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

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

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

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



                                      2-6
<PAGE>   11

                      (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
                            the Benefit Equalization Plan or another similar
                            plan.

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

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

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

            2.21. 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 ss.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 ss.12114; or

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



                                      2-7
<PAGE>   12

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

            2.22. 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.

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

            2.24. 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.

            2.25. 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.

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

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

                  (b) equals three (3);

provided, however, that if a Participant has less than three (3) full Fiscal
Years of such employment, his Final Average Annual Earnings shall mean the total
amount of his Covered



                                      2-8
<PAGE>   13

Compensation for each full calendar month of such employment, divided by the
number of full calendar months of such employment and multiplied by twelve (12).
The Final Average Earnings of a Participant who becomes disabled shall be
calculated as of the date of the determination of his Disability.

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

            2.28. 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.

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

            2.30. 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.



                                      2-9
<PAGE>   14

            2.31. 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 14 hereof but only for
periods while it is a Participating Company herein.

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

            2.33. 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.

            2.34. PROFIT SHARING PLAN. The words "Profit Sharing Plan" shall
mean the Pioneer-Standard Electronics, Inc. Employees' Profit Sharing Retirement
Plan or any replacement plan or successor plan thereto.

            2.35. 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 Normal Retirement Date, for a
reason other than:

                  (a) his death; or

                  (b) for Cause;

            2.36. SENIOR EXECUTIVE. The words "Senior Executive" shall mean any
executive Employee who is a member of a select group of management or highly
compensated employees of any Participating Company within the meaning of
Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA. A Participant who
incurs a Disability at a time when he is a Senior Executive shall be deemed to
continue to be a Senior Executive during the period of his



                                      2-10
<PAGE>   15

Disability but only for such time as he is credited with Continuous Service. A
Participant shall automatically cease to be a Senior Executive on his date of
Termination of Employment.

            2.37. SURVIVING SPOUSE. The words "Surviving Spouse" shall mean the
individual to whom a Participant or former Participant had been married
throughout the twelve (12) month period ending on the date of the Participant's
or former Participant's death.

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

            2.39. TERMINATION OF EMPLOYMENT. The words "Termination of
Employment" shall mean for any Employee the occurrence of any one of the
following events:

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

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

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

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

                  (e) he fails to return to work after the cessation of
                      disability income payments under any sick leave, short
                      term or long term disability program of a Participating
                      Company or any Affiliated Company.

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



                                      2-11
<PAGE>   16

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

            YEARS OF CONTINUOUS SERVICE              VESTED PERCENTAGE
            ---------------------------              -----------------

            Less than 3 years                               0%
            3 but less than 4 years                         30%
            4 but less than 5 years                         50%
            5 but less than 6 years                         70%
            6 but less than 7 years                         90%
            7 or more years                                 100%

Notwithstanding the foregoing, the Vested Percentage of a Participant shall
become one hundred percent (100%) upon the first to occur of the following
events:

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

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

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

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

                  (e) the date of a Change of Control.

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







                                      2-12

<PAGE>   17

                                   ARTICLE 3

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

            3.1. ELIGIBILITY. The Compensation Committee may, from time to time,
in its discretion, designate one or more Senior Executives as eligible to
participate in this Plan; provided, however, that neither James L. Bayman nor
John V. Goodger shall be eligible to participate in this Plan.

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

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

                 (a) such Participant shall cease to accrue benefits hereunder;
                     and

                 (b) the Compensation Committee shall direct that such actions
                     shall be taken which, in its sole discretion, most closely
                     adhere to the terms of this Plan while not putting at risk
                     its status as a plan maintained for a "select group of
                     management or highly compensated employees" as referred to
                     above.


                                      3-1

<PAGE>   18



                                   ARTICLE 4

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

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

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

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

                     (ii)  equals his full years of Continuous Service,

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

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

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

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

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

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



                                      4-1
<PAGE>   19

                                   ARTICLE 5

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

            5.1. NORMAL OR LATE RETIREMENT. A Participant who continues in the
employ of a Participating Company or an Affiliated Company until his Normal
Retirement Date shall be eligible to retire on or after such date and to receive
a retirement benefit hereunder, in such form as is provided in Article 6 hereof,
and in the amount provided in Article 7 hereof. The Benefit Commencement Date
for a Participant who retires from the employ of a Participating Company or an
Affiliated Company on or after his Normal Retirement Date shall be the date
which is thirty (30) days following his date of Retirement.

            5.2. EARLY RETIREMENT. A Participant who continues in the employ of
a Participating Company or an Affiliated Company until his Early Retirement Date
shall be eligible to retire on or after such date and to receive a retirement
benefit hereunder, in such form as is provided in Article 6 hereof, and in the
amount provided in Article 7 hereof. The Benefit Commencement Date for a
Participant who retires on or after his Early Retirement Date and prior to his
Normal Retirement Date shall, in the absence of an election of an earlier date
pursuant to Section 5.7 hereof, be his Normal Retirement Date.

            5.3. VESTED DEFERRED RETIREMENT. A Participant who continues in the
employ of a Participating Company or an Affiliated Company until he has
completed at least three (3) years of Continuous Service, or whose Vested
Percentage is otherwise greater than zero (0), but whose Termination of
Employment occurs prior to the earlier of his Early Retirement Date or his
Normal Retirement Date, shall be eligible to receive a vested deferred
retirement benefit hereunder, in such form as is provided in Article 6 hereof,
and in the amount provided in Article 7 hereof. The Benefit Commencement Date
for a former Participant eligible to receive a vested


                                      5-1
<PAGE>   20
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 5.7 hereof.

            5.4. WITHDRAWAL RIGHT FOLLOWING CHANGE OF CONTROL. During the two
(2) year period following a Change of Control, a Participant may elect, in lieu
of his Accrued Annual Retirement Benefit hereunder, to withdraw, in the Single
Sum Form described in Section 6.3 hereof, the Actuarial Equivalent of his
Accrued Annual Retirement Benefit, subject to the following penalties:

                 (a) the Actuarial Equivalent of his Accrued Annual Retirement
                     Benefit shall be reduced by ten percent (10%); and

                 (b) upon such withdrawal the Participant's Accrued Annual
                     Retirement Benefit shall be cancelled and the Participant
                     shall no longer be eligible to participate in the Plan.

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

            5.6. FORFEITURE DUE TO CAUSE OR BREACH OF THE RESTRICTIVE COVENANTS.
Notwithstanding the foregoing provisions of this Article 5 to the contrary, upon
the Termination of Employment of a Participant for Cause, such Participant shall
forfeit his Accrued Annual Retirement Benefit and he shall thenceforth be
ineligible to participate in this Plan, and in no event shall he be entitled to
the receipt of any other benefit hereunder. Furthermore, upon any finding that a
Participant or former Participant has committed an act of Cause or a Breach of
the Restrictive Covenants, such Participant shall forfeit his Accrued Annual
Retirement Benefit and any future payments under the Plan shall be canceled.
Amounts previously paid shall not be recoverable. In the event of a disagreement
between the Participant and the Compensation


                                      5-2
<PAGE>   21

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

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

                 (a) retires from the employ of a Participating Company or an
                     Affiliated Company on or after his Early Retirement Date
                     and prior to his Normal Retirement Date; or

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

may elect in writing a Benefit Commencement Date earlier than the normal
applicable Benefit Commencement Date, provided that such earlier Benefit
Commencement Date shall not be a date prior to the later of his date of
Retirement or his Early Retirement Date. Any election of an earlier Benefit
Commencement Date shall be made by the Participant at least thirteen (13) months
prior to the such earlier Benefit Commencement Date. Such election shall be on a
form prescribed for the purpose by the Administrator and signed by the
Participant. Such election shall be deemed to be made when it shall have been
received by the Administrator or its representative. A Participant who is
electing an earlier Benefit Commencement Date may at any time at least thirteen
(13) months prior to such earlier Benefit Commencement Date:

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

                (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


                                      5-3
<PAGE>   22

                     (13) months prior to the Benefit Commencement Date
                     specified in such notice and designation.



                                      5-4
<PAGE>   23



                                   ARTICLE 6

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

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

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

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

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

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

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


                                      6-1
<PAGE>   24

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

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

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

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

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

            FORM 4. SINGLE SUM FORM. A Participant who receives payment of his
retirement benefits under the Single Sum Form shall receive a single sum payment
on his Benefit


                                      6-2
<PAGE>   25

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

                 (a) to a Participant in payment of a withdrawal pursuant to
                     Section 5.4 hereof following a Change of Control;

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

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

                 (d) to a Participant:

                     (i)   if the benefit is being paid due to his Retirement on
                           or after his attainment of 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.

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 spouse of the Participant under this
                           Article 6. Instead, benefits, if any, shall be
                           payable under Article 8.

                     (d)   If any Participant shall die after the commencement
                           of retirement benefit payments pursuant to a form
                           described in Section 6.3



                                      6-3
<PAGE>   26

                           hereof, his spouse shall receive such payment or
                           series of payments, if any, provided for under the
                           form of retirement benefits, commencing on the
                           first day of the Plan Year next following the Plan
                           Year during which the Participant shall have died.

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

                     (f)   If any Participant is receiving retirement benefits
                           under Form 2 or Form 3 and his spouse shall die after
                           his Benefit Commencement Date, but prior to the death
                           of the Participant, such Participant shall continue
                           to receive the annual retirement benefits payable
                           under such form and no retirement benefits shall be
                           paid after the death of the Participant even though
                           he shall remarry prior to his death.

            6.5. REVOCATION OR MODIFICATION OF ELECTED FORMS. Any Participant
may at any time at least thirteen (13) months before his Benefit Commencement
Date:

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

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

            6.6. CONSENT NOT REQUIRED. No consent shall be required of a person
in order to elect another form of retirement benefits or to revoke such an
election.

            6.7. CORRECTION OF AMOUNTS PAYABLE. Anything contained in this
Article 6 to the contrary notwithstanding, if, after the Retirement or other
Termination of Employment of a Participant, the amount of retirement benefit
which would have been payable to him under this Plan is subject to any
deduction, change, offset or correction, then the amount payable to such


                                      6-4
<PAGE>   27

Participant and his spouse shall be adjusted to reflect any such deduction,
change, offset or correction.

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




                                      6-5
<PAGE>   28



                                   ARTICLE 7

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

            7.1. ANNUAL AMOUNT PAYABLE UNDER FORM 1 AS A NORMAL OR LATE
RETIREMENT BENEFIT. The annual retirement benefit payable to a Participant who
is eligible therefor pursuant to Article 5 hereof and whose retirement benefit
commences on or after his Normal Retirement Date and is payable under Form 1
described in Section 6.3 hereof shall be equal to his Accrued Annual Retirement
Benefit.

            7.2. ANNUAL AMOUNT PAYABLE UNDER FORM 1 AS AN EARLY RETIREMENT OR
VESTED DEFERRED RETIREMENT BENEFIT. The annual retirement benefit payable to a
Participant who is eligible therefor pursuant to Article 5 hereof and whose
retirement benefit commences prior to his Normal Retirement Date and is payable
under Form 1 described in Section 6.3 hereof shall be equal to (a) reduced by
(b) where:


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

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

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

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

                     (iii) equals one-half of one percent (0.5%) of the amount
                           determined under Subsection (a) above for each month
                           prior to his Normal Retirement Date that his
                           retirement benefits commence if his Termination of
                           Employment


                                      7-1
<PAGE>   29

                           occurs prior to his attainment of the earlier of
                           his Early Retirement Date or his Normal Retirement
                           Date.

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

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



                                      7-2
<PAGE>   30

                                   ARTICLE 8

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

            8.1. DEATH ON OR AFTER BENEFIT COMMENCEMENT DATE. In the event of
the death of a Participant or former Participant on or after his Benefit
Commencement Date, there shall be paid to his Beneficiary, if any, the death
benefit, if any, provided under the form of retirement benefits under which such
Participant was receiving retirement benefits.

            8.2. DEATH PRIOR TO BENEFIT COMMENCEMENT DATE. In the event of the
death of a Participant while he is an Employee, or a former Participant who is
no longer an Employee and whose Vested Percentage is greater than zero (0), and
whose Benefit Commencement Date has not occurred, his Surviving Spouse, if any,
shall be entitled to receive a death benefit pursuant to this Section which
shall be paid as soon as reasonably practicable, but not later than sixty (60)
days following the death of the Participant.

            The death benefit shall be payable in the Single Sum Form described
in Section 6.3 hereof in an amount which is the Actuarial Equivalent of the
value of the survivor portion of the benefit otherwise payable in the Joint and
Survivor Form.

            Such survivor portion shall be the annual amount which such
Surviving Spouse would have received, as the Participant's survivor, if such
Participant had received a retirement benefit commencing on the later to occur
of:

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

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

under the Joint and Survivor Form described as Form 3 in Section 6.3 hereof.


                                      8-1
<PAGE>   31

                                   ARTICLE 9

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

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

            9.2. RIGHTS WITH RESPECT TO A TRUST. Any Trust, and any assets held
thereby to assist the Participating Companies in meeting their obligations under
this Plan, shall in no way be deemed to controvert the provisions of Section 9.1
hereof.

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



                                      8-2
<PAGE>   32



                                   ARTICLE 10

                                      TRUST
                                      -----

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

            10.2. OBLIGATIONS OF THE COMPANY. Notwithstanding the fact that a
Trust may be established under Section 10.1 hereof, the Company shall remain
liable for paying the benefits under this Plan. However, any payment of benefits
to a Participant or a Beneficiary made by such a Trust shall satisfy the
Company's obligation to make such payment to such person.

            10.3. TRUST TERMS. A Trust established under Section 10.1 hereof may
be revocable by the Company; provided, however, that such a Trust may become
irrevocable in accordance with its terms in the event of a Change of Control.
Such a Trust may contain such other terms and conditions as the Company may
determine to be necessary or desirable. The Company may terminate or amend a
Trust established under Section 10.1 hereof at any time, and in any manner it
deems necessary or desirable, subject to the preceding sentence and the terms of
any agreement under which any such Trust is established or maintained.




                                      10-1
<PAGE>   33

                                   ARTICLE 11

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

            11.1. CLAIM FOR BENEFITS. Any claim for benefits under this Plan
shall be made in writing to the Administrator in such a manner as the
Administrator shall reasonably prescribe. 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.


                                      11-1
<PAGE>   34

If no such notice is provided, and if the claim has not been granted within the
time specified above for approval of the claim, the claim shall be deemed denied
and subject to review as described below. The interpretations, determinations
and decisions of the Administrator shall be final and binding upon all persons
with respect to any right, benefit and privilege hereunder, subject to the
review procedures set forth in this Article 11.

            11.2. 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.

            11.3. 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
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


                                      11-2
<PAGE>   35

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.

            11.4. 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 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


                                      11-3
<PAGE>   36

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 11 shall be the
claimant's sole and exclusive remedy and shall be in lieu of all actions at law,
in equity, pursuant to arbitration or otherwise.

            11.5. 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 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


                                      11-4
<PAGE>   37

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.

            11.6. 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 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



                                      11-5
<PAGE>   38

Appeals Committee. Any notice served or demand made on the Secretary shall be
deemed to have been served or made upon the Appeals Committee.

            11.7. 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 Accrued Annual Retirement Benefits under
this Plan shall assume the responsibilities of the Appeals Committee set forth
in this Article. If one or more of them shall not be able to serve or to
continue to serve, the individual or individuals, as applicable, having the next
largest Accrued Annual Retirement Benefits under this Plan will serve in such
person's or persons' place. If at any time during such two (2) year period fewer
than three (3) individuals have Accrued Annual Retirement Benefits under this
Plan, such individual or individuals shall perform the duties of the Appeals
Committee. If only one (1) individual has Accrued Annual Retirement Benefits
under this Plan, the Appeals Committee shall not consist of such individual but
shall consist of such individual as he and the Company shall agree. If he and
the Company shall fail to agree on a single individual, the Appeals Committee
shall consist of three (3) individuals, one appointed by the Company, one
appointed by the individual claiming benefits hereunder, and a third selected by
the other two (2).



                                      11-6
<PAGE>   39

                                   ARTICLE 12

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

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

            12.2. POWERS AND DUTIES OF THE ADMINISTRATOR. Except as expressly
otherwise set forth herein, the Administrator shall have the authority and
responsibility granted or imposed on an "administrator" by ERISA. The
Administrator shall determine any and all questions of fact, resolve all
questions of interpretation of this Plan 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 regard except for gross abuse of the
discretion given it and them under the terms of this Plan. All determinations of
the


                                      12-1
<PAGE>   40

Administrator shall be made in a uniform, consistent and nondiscriminatory
manner with respect to all Participants and Beneficiaries in similar
circumstances. The Administrator, from time to time, may designate one or more
persons or agents to carry out any or all of its duties hereunder.

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

            12.4. PAYMENT OF COSTS AND EXPENSES. The costs and expenses incurred
in the administration of this Plan shall be paid in either of the following
manners as determined by the Company in its sole discretion:

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

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

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



                                      12-2
<PAGE>   41

                                   ARTICLE 13

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

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

            13.2. EFFECTS OF PLAN TERMINATION. If this Plan is terminated, then,
on and after the effective date of such termination, all accruals hereunder
shall cease. Thereafter, the Vested Percentage of each Participant shall become
one hundred percent (100%) and the Actuarial Equivalent of each Participant's
Accrued Annual Retirement Benefit shall be distributed to such Participant in
the Single Sum Form described in Section 6.3 hereof as soon as reasonably
possible but not later than ninety (90) days after the date of such termination.

            13.3. NO LIABILITY FOR PLAN AMENDMENT OR TERMINATION. Neither the
Company, nor any other Participating Company, nor any officer, Employee or
director thereof shall have any liability as a result of the amendment or
termination of this Plan. Without limiting the generality of the foregoing, the
Company shall have no liability for terminating this Plan notwithstanding the
fact that a Participant may have expected to have future accruals hereunder had
this Plan remained in effect.



                                      13-1

<PAGE>   42

                                   ARTICLE 14

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

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

PARTICIPATING COMPANIES               ADOPTION DATE         TERMINATION DATE
-----------------------               -------------         ----------------
Pioneer-Standard Electronics, Inc.    April 27, 1999
Pioneer-Standard of Maryland, Inc.    April 27, 1999
Pioneer-Standard Illinois, Inc.       April 27, 1999
Pioneer-Standard Minnesota, Inc.      April 27, 1999
Pioneer-Standard Electronics, Ltd.    April 27, 1999
Dickens Data Systems, Inc.            April 27, 1999

            14.2. DESIGNATION OF PARTICIPATING COMPANIES. An Affiliated Company
may become a Participating Company under this Plan at any time. Such an
Affiliated Company, if organized under the laws of the United States of America
or any State, shall become a Participating Company, without the need for
amendment hereof, upon attaining such Affiliated Company status unless otherwise
provided by the Compensation Committee. Alternatively, such an Affiliated
Company may become a Participating Company by an amendment to Section 14.1
hereof which specifies the name of the Affiliated Company, its Adoption Date and
other pertinent information.


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



                                      14-1
<PAGE>   43

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

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

            14.5. TERMINATION OF PARTICIPATION OF PARTICIPATING COMPANY. A
Participating Company whose status as an Affiliated Company terminates shall no
longer be deemed a Participating Company as of the date of the termination of
such Affiliated Company status. Alternatively, the Company may terminate this
Plan with respect to Participants employed by any Participating Company by an
amendment to Section 14.1 hereof which specifies the name of the Participating
Company, and its Termination Date, and other pertinent information. Distribution
of the benefits of Participants employed by said Participating Company shall
thereupon be made in the manner provided in Article 13 hereof.

            14.6. DELEGATION OF AUTHORITY. The Company is hereby fully empowered
to act on behalf of itself and the other Participating Companies as it may deem
appropriate in maintaining the Plan. Without limiting the generality of the
foregoing, such actions include obtaining and retaining relevant tax advantages
for the Plan. Furthermore, the adoption by the Company of any amendment to the
Plan or the termination thereof, will constitute and represent, without any
further action on the part of any Participating Company, the approval, adoption,
ratification or confirmation by each Participating Company of any such amendment
or termination. In addition, the appointment of or removal by the Company of any
member of the Appeals Committee, any Administrator or other person under the
Plan shall constitute and


                                      14-2
<PAGE>   44

represent, without any further action on the part of any Participating Company,
the appointment or removal by each Participating Company of such person.


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




                                      14-3
<PAGE>   45



                                   ARTICLE 15

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

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

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

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


                                      15-1
<PAGE>   46

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

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

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

            15.7. RESPONSIBILITY FOR LEGAL EFFECT. Neither the Company, nor any
other Participating Company, nor the Administrator or the Compensation Committee
or Appeals Committee, nor any officer, member, delegate or agent of any of them,
makes any representations or warranties, express or implied, or assumes any
responsibility concerning the legal, tax, or other implications or effects of
this Plan. Without limiting the generality of the foregoing, no Participating
Company shall have any liability for the tax liability which a Participant may
incur resulting from participation in this Plan or the payment of benefits
hereunder.

            15.8. LIMITATION OF DUTIES. The Company, the Participating
Companies, the Compensation Committee, the Administrator, the Appeals Committee,
and their respective officers, members, employees and agents shall have no duty
or responsibility under this Plan other than the duties and responsibilities
expressly assigned to them herein or delegated to them


                                      15-2
<PAGE>   47

pursuant hereto. None of them shall have any duty or responsibility with respect
to the duties or responsibilities assigned or delegated to another of them.

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

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

            15.11. CONTROLLING LAW. This Plan shall be construed in accordance
with the laws of the State of Ohio to the extent not preempted by laws of the
United States.

            15.12. HEADINGS AND TITLES. The Section headings and titles of
Articles used in this Plan are for convenience of reference only and shall not
be considered in construing this Plan.

            15.13. GENERAL RULES OF CONSTRUCTION. The masculine gender shall
include the feminine and neuter, and vice versa, as the context shall require.
The singular number shall include the plural, and vice versa, as the context
shall require. The present tense of a verb shall include the past and future
tenses, and vice versa, as the context may require.

                                      15-3
<PAGE>   48

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

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

            15.16. INDEMNIFICATION. The Participating Companies shall jointly
and severally indemnify, defend, and hold harmless any Employee, officer or
director of any Participating Company for all acts taken or omitted in carrying
out the responsibilities of the Company, Participating Company, Compensation
Committee, Administrator or Appeals Committee under the terms of this Plan or
other responsibilities imposed upon such individual by law. This indemnification
for all such acts taken or omitted is intentionally broad, but shall not provide
indemnification for any civil penalty that may be imposed by law, nor shall it
provide indemnification for embezzlement or diversion of Plan funds for the
benefit of any such individual. The Participating Companies shall jointly and
severally indemnify any such individual for expenses of defending an action by a
Participant, dependent, service provider, government entity or other person,
including all legal fees and other costs of such defense. The Participating
Companies shall also reimburse any such an individual for any monetary recovery



                                      15-4
<PAGE>   49

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.

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
















                                      15-5
</TEXT>
</DOCUMENT>
