KENT ELECTRONICS CORP
2ND AMEND. TO TAX-DEFERRED SAVINGS & RETIREMENT
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>4
<FILENAME>ex10-12.txt
<DESCRIPTION>2ND AMEND. TO TAX-DEFERRED SAVINGS & RETIREMENT
<TEXT>

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                                                                   EXHIBIT 10.12

                            SECOND AMENDMENT TO THE
                    KENT ELECTRONICS CORPORATION TAX-DEFERRED
                           SAVINGS AND RETIREMENT PLAN
               (AS AMENDED AND RESTATED EFFECTIVE MARCH 26, 1989)

      WHEREAS, Kent Electronics Corporation (the "Company") desires to amend the
Kent Electronics Corporation Tax-Deferred Savings and Retirement Plan (the
"Plan") to revise the term "Entry Date" to mean the first day of each calendar
quarter as it was intended and as the Plan has been operated although such
provision was inadvertently defined otherwise in the prior amendment and
restatement of the Plan; and

      WHEREAS, the Company desires to amend the Plan to make certain other
changes and clarifications therein;

      NOW, THEREFORE, having reserved the right to amend the Plan, Kent
Electronics Corporation hereby amends the Plan as follows:

      1. Effective as of March 26, 1989, the term "Entry Date" in Section 1.14
of the Plan shall be amended in its entirety to read as follows:

      "'Entry Date' shall mean the date on which the Employee becomes a Member
      by commencing participation in the Plan after having met the eligibility
      requirements under the applicable provisions of the Plan, which date shall
      be the first date of the periodic pay period commencing coincident with or
      next following the first day of the Plan Year, April 1, June 1, or
      September 1 of the Plan Year."

      2.    The third paragraph of Section 3.1(a) shall be clarified by
adding the following to the end thereof:

      "With respect to Plan Years commencing after December 31, 1988, Base
      Compensation in excess of the limit imposed under Section 401(a)(17) of
      the Code, which, for Plan Years commencing after December 31, 1998, but on
      or before December 31, 1993, shall be $200,000 (as adjusted, as may be
      determined by the Commissioner of the Internal Revenue, at the same time
      and in the same manner as prescribed in Section 401(a)(17) of the Code)
      for the Plan Year shall be disregarded, and rules pertaining to treatment
      of family members set out in the third paragraph of the definition of
      Highly Compensated Employee shall apply, except that in applying such
      rules, the term "family" shall include only the spouse and any lineal
      descendants of the Employee who has not attained age 19 before the close
      of the applicable Plan Year. For Plan Years commencing on or after January
      1, 1994, Base Compensation shall not exceed $150,000, as adjusted by the
      Commissioner for increases in the cost of living in accordance with
      Section 401(a)(17) of the Code for a Plan Year. The rules pertaining to
      the treatment of family members set out in the third paragraph of the
      definition of Highly Compensated Employee shall apply, except that in
      applying such rules, the term
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      "family" shall include only the spouse and any lineal descendants of the
      Employee who have not attained age 19 before the close of the applicable
      Plan Year. The foregoing limitations under Code Section 401(a)(17) shall
      apply to all Base Compensation received during the Plan Year including
      Base Compensation received during the Plan Year prior to a Member's Entry
      Date if the Entry Date is on any other day other than the first day of the
      Plan Year."

      3. Effective as of March 31, 1996, the last paragraph in Section 3.1(a)
shall be amended in its entirety to read as follows:

      "Reductions authorized under the Compensation Deferral Agreement shall be
      irrevocable, except that Elective Contributions may be increased or
      decreased on the first day of any periodic pay period coincident with the
      next following the first day of the next month (or such other date(s) as
      may be prescribed by the Administrative Committee) with reasonable notice
      as may be required by the Administrative Committee. Elective Contributions
      may be discontinued at any time with reasonable notice as may be required
      by the Administrative Committee; provided, however, if Elective
      Contributions are discontinued at the request of an Member, such
      Contributions may not be resumed until the first day of any periodic pay
      period coincident with or next following the first day of the following
      month (or any other such date(s) as may be prescribed by the
      Administrative Committee) following receipt by the Administrative
      Committee of reasonable notice as may be required by the Administrative
      Committee. Under special circumstances, the Administrative Committee may
      permit different or additional effective dates for increases or decreases
      of Elective Contributions authorized under Compensation Deferral
      Agreements, or may waive the otherwise applicable notice requirement, in
      order to prevent hardship to any Member, provided that the waiver is not
      contrary to the best interest of the other Members."

      4. Effective as of March 31, 1996, Section 6.6(iii) at paragraph 3 shall
be amended to delete the first sentence in paragraph 3 of said section on page
VI-7.

      5. Effective as of March 1, 1996, the first sentence of Section 6.8 shall
be clarified to add the following after the word "Member" in the second line
thereof; "who is currently employed by an Employer and," and effective as of
March 31, 1996, the first paragraph in Section 6.8 shall be amended to add the
following after the word "educational fees" in item (v) thereof:

      "or related room and board expenses as permitted under the regulations
      issued under the Code."

      6. Effective as of March 31, 1996, the second paragraph of Section 6.8
shall be amended in its entirety to read as follows:

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      "Notwithstanding the immediately preceding paragraph, effective as of
      March 31, 1996, in the event that the amount available to the Member for
      withdrawal from his Non-Forfeitable Contributions Account is not
      sufficient to relieve his financial hardship that is attributed to items
      (i)-(v) in the preceding paragraph, then the Member may withdraw the
      additional amount needed to satisfy the hardship from the vested portion
      of his Employer Contributions Account and Rollover Account, if any. Any
      requested hardship withdrawal may also include an additional amount
      necessary to pay any federal, state or local income taxes or penalties
      (including additional taxes under Section 72(t) of the Code) that are
      reasonably expected to result form the withdrawal."

      7.    Effective as of March 31, 1996, the Plan shall be amended to add
new Section 6.12 as follows:

      "6.12 Plan Loans."

      "From and after March 31, 1996, a Member who is an Employee and, to the
      extent not resulting in discrimination prohibited by Section 401(a)(4) of
      the Code, any other Member or any Beneficiary (including an "alternate
      payee" within the meaning of Code Section 414(p)(8) (who is a "party in
      interest" with respect to the Plan within the meaning of ERISA Section
      3(14) and who must be eligible to obtain a Plan loan in order for the
      exemptions set forth in 29 C.F.R. Section 2550.408b-1 to apply to the
      Plan, hereinafter "Borrower," may make an application to the
      Administrative Committee to borrow from the Accounts maintained by or for
      the Borrower in the Trust Fund, and the Administrative Committee in its
      sole discretion may permit such a loan. Any such loan shall be withdrawn
      from the Borrower's Accounts on a pro rata basis from the investment funds
      and money sources in the Borrower's Account. Loans shall be granted in a
      uniform and non-discriminatory manner on terms and conditions determined
      by the Administrative Committee which shall not result in more favorable
      treatment of Highly Compensated Employees and shall be set forth in
      written procedures promulgated by the Administrative Committee in
      accordance with applicable governmental regulations. All such loans shall
      be subject to the following terms and conditions:

            (a)   The amount of the loan shall not exceed the lessor of (i)
                  $50,000 (minus the Borrower's highest outstanding loan balance
                  during the previous 12 months) or (ii) fifty percent of the
                  present value of the Borrower's vested account balance under
                  the Plan.
                  The Borrower may have no more than two outstanding loans at
                  any time. A Borrower may request no more than one new loan
                  each calendar quarter. Loans cannot be refinanced.

            (b)   The loan shall be for a term not to exceed five years,
                  unless the loan is used to acquire any dwelling unit which
                  within a reasonable time is used as a principle residence
                  of the Borrower.  The loan for principle place of residence
                  shall not exceed a term for 15 years.  The Borrower must

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                  provide evidence as required by the Administrative
                  Committee in its sole discretion that the loan's proceeds
                  will be used for the purchase of a principle place of
                  residence.  The loan shall be evidenced by a note signed by
                  the Borrower.  The loan shall be payable in periodical
                  installments and shall bear interest at a fixed interest
                  rate equal to the prime rate quoted in the Wall Street
                  Journal as being representative of the base rate on
                  corporate loans at large U.S. money center commercial banks
                  on the first day of the month in which the loan is made,
                  plus one percent (or such other amount as may be
                  established by the Administrative Committee in writing on a
                  uniform and consistent basis and set forth in procedures in
                  accordance with applicable governmental regulations).
                  Payments by a Borrower who is an employee receiving
                  compensation from the employer will be made by means of
                  payroll deduction from the Borrower's compensation;
                  provided, however, that the repayment period cannot span
                  beyond 90 days following a Borrower's termination of
                  employment for any reason.  A Borrower may repay an
                  outstanding loan in a lump sum before the scheduled due
                  date for repayment of such loan with no prepayment
                  penalties.

            (c)   The minimum loan amount is $1,000.  In the event an
                  installment payment is not paid on a scheduled due date,
                  the Administrative Committee shall give written notice to
                  the Borrower sent to his last known address.  If such
                  installment payment is not paid within 60 days or (any
                  another amount of time as may be designated by the
                  Administrative Committee and in accordance with treasury
                  regulations), the Administrative Committee may proceed with
                  foreclosure in order to collect the full remaining loan
                  balance or shall make other appropriate arrangements with
                  the Borrower as the Administrative Committee deems
                  appropriate and in accordance with treasury regulations.
                  Foreclosures need not be effected until the occurrence of a
                  distributable event under the terms of the Plan and no
                  rights against the Borrower or the security shall be deemed
                  waived by the Plan as a result of such delay.

            (d)   The unpaid balance of the loan, together with interest
                  thereon, shall become due and payable upon the date of
                  distribution of the Borrower's Account or as set forth the
                  applicable procedures designated by the Administrative
                  Committee, and the Trustee shall first satisfy the
                  indebtedness from the amount payable to the Borrower or to
                  the Borrower's Beneficiary before making any payments to
                  the Borrower or to the Beneficiary.

            (e)   A request by a Borrower for a loan shall be made by telephone
                  through a voice response system specifying the amount of the
                  loan.

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            (f)   A loan to the Borrower shall be considered an investment of
                  the separate accounts of the Borrower from which the loan is
                  made. All loan repayments shall be reinvested in accordance
                  with the Member's current investment election for future
                  contributions as provided in the Plan."

      IN WITNESS WHEREOF, the Company which is the Plan Sponsor has caused this
Second Plan Amendment to be executed this 1st day of April, 1996, to be
effective as stated herein.

                                 PLAN SPONSOR/COMPANY:

                                 KENT ELECTRONICS CORPORATION

                                 By: /s/ Stephen J. Chapko
                                     -------------------------------------------
                                 Name:   Stephen J. Chapko
                                 Title:  Vice President, Treasurer and Secretary


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