S-8 POS

As filed with the Securities and Exchange Commission on June 19, 2003

Registration No. 333-40750

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PIONEER-STANDARD ELECTRONICS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Ohio
(State or Other Jurisdiction of
Incorporation or Organization) 34-0907152
(I.R.S. Employer Identification No.)

6065 Parkland Boulevard
Mayfield Heights, Ohio 44124
(Address of Principal Executive Offices, Including Zip Code)
     

THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC., AS AMENDED
THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC. II, AS AMENDED
(Full Title of the Plan)

	Copy to:
Kathryn K. Vanderwist, Esq Vice President, General Counsel and Assistant Secretary Pioneer-Standard Electronics, Inc. 6065 Parkland Boulevard Mayfield Heights, Ohio 44124 (440) 720-8500	Lawrence N. Schultz, Esq. Calfee, Halter & Griswold LLP 1400 McDonald Investment Center 800 Superior Avenue Cleveland, Ohio 44114 (216) 622-8200

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
     

CALCULATION OF REGISTRATION FEE

Title Of
Securities	Amount		Proposed Maximum		Proposed Maximum		Amount Of
To Be	To Be		Offering Price Per		Aggregate Offering		Registration
Registered (1)	Registered (2)		Share (3)		Price (3)		Fee (5)
Common Shares, without par value (4)		N/A		N/A		N/A		N/A

     (1)  Pursuant to Rule 417(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of interests to be offered or sold pursuant to The Retirement Plan of Pioneer-Standard Electronics, Inc., as amended (the “Retirement Plan”) and The Retirement Plan of Pioneer-Standard Electronics, Inc. II, as amended (the “Retirement Plan II”).

     (2)  This Registration Statement also relates to an indeterminate number of additional common shares, without par value (“Common Shares”), issuable as a result of the anti-dilution provisions of the Retirement Plan and the Retirement Plan II.

     (3)  Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) and 457(c) under the Securities Act and based upon the average of the high and low prices reported on the Nasdaq National Market on June 23, 2000 as to the 300,000 Common Shares registered upon the initial filing of this Registration Statement.

     (4)  This Registration Statement also relates to the rights to purchase Common Shares of the Registrant which are attached to all Common Shares issued, pursuant to the terms of the Rights Agreement, dated as of April 27, 1999, by and between the Registrant and National City Bank. Until the occurrence of certain prescribed events, the rights are not exercisable, are evidenced by the certificates for the Common Shares and will be transferred with and only with such Common Shares. Because no separate consideration is paid for the rights, the registration fee therefor is included in the fee for the Common Shares. The terms of the Rights are described in the Registrant’s Registration Statement on Form 8-A, File No. 0-05734, as the same may be amended or supplemented from time to time.

     (5)  A registration fee in the amount of $1,127 was paid upon the initial filing of this Registration Statement on June 30, 2000. No additional Common Shares are being registered pursuant to this Post-Effective Amendment No. 2 to the Registration Statement.

     The Registration Statement on Form S-8 (Registration Statement No. 333-40750) (the “Registration Statement”) is being amended to reflect the merger of the Retirement Plan of Pioneer-Standard Electronics, Inc. and the Retirement Plan of Pioneer-Standard Electronics, Inc. II. The remaining contents of the Registration Statement are hereby incorporated by reference. Pursuant to Rule 412 of the Securities Act, any statement contained in a document incorporated or deemed to be incorporated by reference in this Amendment No. 2 to the Registration Statement shall be deemed to be modified or superceded for purposes of this Amendment No. 2 to the extent that a statement contained in this Amendment No. 2 modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Amendment No. 2.

SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Mayfield Heights, state of Ohio, on this 19th day of June, 2003.

PIONEER-STANDARD ELECTRONICS, INC.

/s/ Arthur Rhein

Arthur Rhein

Chairman, President, Chief Executive Officer and Director

     Pursuant to the requirements of the Securities Exchange Act of 1933, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities as of June 19, 2003.

Signature	Title
/s/ Arthur Rhein Arthur Rhein	Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Steven M. Billick Steven M. Billick	Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ James L. Bayman James L. Bayman	Director
/s/ Charles F. Christ Charles F. Christ	Director
/s/ Thomas A. Commes Thomas A. Commes	Director
/s/ Howard V. Knicely Howard V. Knicely	Director
/s/ Keith M. Kolerus Keith M. Kolerus	Director
/s/ Robert A. Lauer Robert A. Lauer	Director
/s/ Robert G. McCreary, III Robert G. McCreary, III	Director
/s/ Thomas C. Sullivan Thomas C. Sullivan	Director

     The Plan. Pursuant to the requirements of the Securities Act of 1933, the person administering the Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Mayfield Heights, state of Ohio, on June 19, 2003.

THE RETIREMENT PLAN OF
PIONEER-STANDARD ELECTRONICS, INC.

By: PIONEER-STANDARD ELECTRONICS, INC.

/s/ Richard A. Sayers II
Richard A. Sayers II
Executive Vice President and Chief Human Resources Officer

EXHIBIT INDEX

Exhibit Number	Description
4.1	Amended Articles of Incorporation of the Company, which are incorporated by reference to Exhibit 2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, as amended on March 18, 1998 (File No. 0-5734).
4.2	Amended Code of Regulations, as amended, of the Company, which is incorporated by reference to Exhibit 3(b) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1997 (File No. 0-5734).
4.3	Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank, which is incorporated herein by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A (File No. 0-5734).
4.4	The Retirement Plan of Pioneer-Standard Electronics, Inc., which is incorporated herein by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8, filed June 30, 2000 (Registration Statement No. 333-40750).
4.5	The Retirement Plan of Pioneer-Standard Electronics, Inc. II, as amended, which is incorporated herein by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8, filed June 29, 2001 (Registration Statement No. 333-40750)
4.6	Amendment No. 1 to the Retirement Plan of Pioneer-Standard Electronics, Inc.*
4.7	Amendment No. 1 to the Retirement Plan of Pioneer-Standard Electronics, Inc. II*
4.8	Agreement for the Merger of the Retirement Plan of Pioneer-Standard Electronics, Inc. II into the Retirement Plan of Pioneer-Standard Electronics, Inc.*
5.1	Opinion of Calfee, Halter & Griswold LLP regarding the validity of the securities registered. *
23.1	Consent of Ernst & Young LLP. *
23.2	Consent of Calfee, Halter & Griswold LLP, included in Exhibit 5.1.

* Filed herewith.

EX-4.6 3 l01471aexv4w6.txt EX-4.6 RETIREMENT PLAN - AMD. #1 EXHIBIT 4.6 AMENDMENT NO. 1 TO THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC. This Amendment No. 1 is executed as of the date set forth below by Pioneer-Standard Electronics, Inc. (the "Company"). WITNESSETH: WHEREAS, the Company maintains The Retirement Plan of Pioneer-Standard-Electronics, Inc. (the "Plan") to provide retirement benefits for certain employees of Participating Companies; and WHEREAS, pursuant to Section 21.1 of the Plan, the Company has retained the right to make amendments thereto; and WHEREAS, the Company desires to amend the Plan in order to grandfather certain provisions relating to Participants who participated in The Retirement Plan of Pioneer-Standard Electronics, Inc. II ("Retirement Plan II") immediately prior to its merger into the Plan, to bring the Plan into compliance with the final and temporary regulations under Section 401(a)(9) of the Code and to incorporate the model amendment set forth in IRS Revenue Ruling 2002-27 relating to compensation under Section 125 of the Code; NOW, THEREFORE, pursuant to Section 21.1 of the Plan, the Company hereby amends the Plan, and Retirement Plan II, as applicable, effective as specifically provided herein, as follows: 1. Effective January 1, 2001, Section 2.16 of the Plan is hereby amended to correct the cross reference to Section 2.49 by deleting such cross reference and replacing it with a cross reference to Section 2.52. 2. Effective December 16, 2002, Section 2.18 of the Plan is hereby amended by deleting subsections (j) and (k) of said Section 2.18 and replacing them with the following: "(j) for periods prior to December 16, 2002 (the date of the merger of The Retirement Plan of Pioneer-Standard Electronics, Inc. II ("Retirement Plan II") into the Plan), is a participant in the Dickens Data Systems, Inc. 401(k) Profit Sharing Plan, including such Plan as it was subsequently renamed (as Retirement Plan II); or (k) for periods prior to December 16, 2002, but on or after October 1, 2000, is an active participant in the Dickens Services Group, A Pioneer-Standard Company, LLC 401(k) Profit Sharing Plan and Trust, including such Plan as it was subsequently merged into Retirement Plan II." 3. Effective December 16, 2002, the Plan is hereby amended to include the attached Supplement B, Relating to Former Participants in The Retirement Plan of Pioneer-Standard Electronics, Inc. II. 1 4. Effective January 1, 2003, the Plan is hereby amended to include the attached Appendix A. Appendix A is an Internal Revenue Service Model Amendment. While such Appendix A refers to annuity distributions and other forms of distribution in accordance with the Model, such reference does not change the fact that distributions under the Plan are available only as single sum distributions. 5. Effective January 1, 1998, the Plan and Retirement Plan II are hereby amended to include the attached Appendix B. IN WITNESS WHEREOF, Pioneer-Standard Electronics, Inc., by its proper officer, has caused this Amendment No. 1 to be executed as of the 27th day of December, 2002. PIONEER-STANDARD ELECTRONICS, INC. ("Company") By: /s/ Richard A. Sayers II --------------------------------- 2 SUPPLEMENT B TO THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC. RELATING TO FORMER PARTICIPANTS IN THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC. II This Supplement B to The Retirement Plan of Pioneer-Standard Electronics, Inc. (the "Plan"), effective December 16, 2002, relates to former participants in The Retirement Plan of Pioneer-Standard Electronics, Inc. II. DEFINITIONS Unless the context otherwise indicates, the following words shall have the following meanings whenever used in this Supplement. All other defined words shall have the meanings set forth in Article 2 of the Plan. 1.1 Merger Date. The words "Merger Date" shall mean December 16, 2002, and specifically 11:59 p.m. EST on the Merger Date. 1.2 Retirement Plan II. The words "Retirement Plan II" shall mean The Retirement Plan of Pioneer-Standard Electronics, Inc. II, as it existed as of the Merger Date 1.3 Supplement B Participant. The words "Supplement B Participant" shall mean any Employee or former Employee who, as of the Merger Date, was a participant in Retirement Plan II and who had amounts transferred on his behalf from Retirement Plan II to the Plan as of the Merger Date. HOURS OF SERVICE 2.1 Hour or Hour of Service. Notwithstanding the provisions of the last paragraph of Section 2.28 of the Plan, the words "Hour of Service" or "Hour" shall, with respect to a Supplement B Participant, include his hours of service as calculated for such purpose, as appropriate, by: (a) Dickens Data Systems, Inc. (including Pro America, Inc.), for periods prior to October 31, 2000; and (b) Dickens Services Group, a Pioneer-Standard Company, LLC, for periods prior to January 1, 2001. VESTING 3.1 Vested Percentage. Notwithstanding the provisions of Section 2.51 of the Plan, the words "Vested Percentage" shall mean, for any Supplement B Participant with an Hour of Service after December 31, 2000, a percentage determined on the basis of his number of Years of Vesting Service in accordance with the following table: 3

Years of Vesting Service Vesting Percentage ------------------------ ------------------- Less than 1 year 0% 1 but less than 2 years 20% 2 but less than 3 years 40% 3 but less than 4 years 60% 4 but less than 5 years 80% 5 or more years 100%

provided, however, that for a Supplement B Participant who does not have an Hour of Service after December 31, 2000, such percentage shall be determined on the basis of his number of Years of Vesting Service in accordance with the following table:

Years of Vesting Service Vesting Percentage ------------------------ ------------------ Less than 2 years 0% 2 but less than 3 years 20% 3 but less than 4 years 40% 4 but less than 5 years 60% 5 but less than 6 years 80% 6 or more years 100%

Notwithstanding any other provision of this Plan to the contrary, upon attainment of his Early Retirement Date or Normal Retirement Date and during all periods thereafter, a Supplement B Participant shall have a Vested Percentage of one hundred percent (100%). A Supplement B Participant who incurs a Termination of Employment due to his death or Disability shall have a Vested Percentage of one hundred percent (100%). A Supplement B Participant shall always have a one hundred percent (100%) Vested Interest in his Pre-Tax Accounts, Rollover Accounts, Qualified Nonelective Accounts, and Qualified Match Accounts, if any such contributions are made under the Plan. Notwithstanding any provision of the Plan to the contrary, any Supplement B Participant who is a ProAmerica Participant within the meaning of this Section shall have a one hundred percent (100%) vested interest in his Accounts under the Plan. A "ProAmerica Participant" shall be any Supplement B Participant who was a participant in the ProAmerica, Inc. Employee Savings Plan and Trust at the time (October 1, 1998) of its merger into the Dickens Data Systems, Inc. 401(k) Plan. 3.2 Years of Vesting Service. Notwithstanding the provisions of Section 2.52 of the Plan, the words "Years of Vesting Service" shall mean for any Employee who is a Supplement B Participant, the sum of (a) plus (b) below where: (a) equals such Employee's years of Continuous Service after December 31, 2000, if any; and 4 (b) equals such Employee's years of service for vesting purposes determined as of December 31, 2000, on the basis of the rules of the Dickens Data Systems, Inc. 401(k) Plan, or the rules of The Dickens Services Group, A Pioneer-Standard Company, LLC 401(k) Profit Sharing Plan, as applicable, in effect as of such date. In the event that a supplement B Participant returns to employment with a Participating Company or an Affiliate immediately following a leave of absence due to Military Service, his period of Military Service shall be included in the calculation of his Vesting Service, to the extent required by Section 414(u) of the Code. "Appendix A Section 1 General Rules 1.1 Effective Date. The provisions of this Appendix A will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. 1.2 Precedence. The requirements of this Appendix A will take precedence over any inconsistent provisions of the Plan except that no provision of this Appendix A shall be deemed to require a distribution under the Plan in a form other than a lump sum. 1.3 Requirements of Treasury Regulations Incorporated. All distributions required under this Appendix A will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Internal Revenue Code. 1.4 TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Appendix A, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA. Section 2 Time and Manner of Distribution. 2.1 Required Beginning Date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's required beginning date. 2.2 Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows: (a) If the Participant's surviving spouse is the Participant's sole designated Beneficiary, then, except as provided in the adoption agreement, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later. (b) If the Participant's surviving spouse is not the Participant's sole designated Beneficiary, then, except as otherwise provided in the Plan, distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. (c) If there is no designated Beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (d) If the Participant's surviving spouse is the Participant's sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 2.2, other than Section 2.2(a), will apply as if the surviving spouse were the Participant. For purposes of this Section 2.2 and Section 4, unless Section 2.2(d) applies, distributions are considered to begin on the Participant's required beginning date. If Section 2.2(d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 2.2(a). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant's required beginning date (or to the Participant's surviving spouse before the date distributions are required to begin to the surviving spouse under Section 2.2(a)), the date distributions are considered to begin is the date distributions actually commence. 5 2.3 Forms of Distribution. Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 3 and 4 of this Appendix A. If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations. Section 3 Required Minimum Distributions During Participant's Lifetime. 3.1 Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant's lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of: (a) the quotient obtained by dividing the Participant's Account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's age as of the Participant's birthday in the distribution calendar year; or (b) if the Participant's sole designated Beneficiary for the distribution calendar year is the Participant's spouse, the quotient obtained by dividing the Participant's Account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the distribution calendar year. 3.2 Lifetime Required Minimum Distributions Continue Through Year of Participant's Death. Required minimum distributions will be determined under this Section 3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant's date of death Section 4 Required Minimum Distributions After Participant's Death. 4.1. Death On or After Date Distributions Begin. (a) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant's designated Beneficiary, determined as follows: (1) The Participant's remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (2) If the Participant's surviving spouse is the Participant's sole designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant's death using the surviving spouse's age as of the spouse's birthday in that year. For distribution calendar years after the year of the surviving spouse's death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's death, reduced by one for each subsequent calendar year. (3) If the Participant's surviving spouse is not the Participant's sole designated Beneficiary, the designated Beneficiary's remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant's death, reduced by one for each subsequent year. (b) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant's death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account balance by the Participant's remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. 4.2 Death Before Date Distributions Begin. (a) Participant Survived by Designated Beneficiary. Except as otherwise provided in the Plan, if the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account balance by the remaining life expectancy of the Participant's designated Beneficiary, determined as provided in Section 4.1. 6 (b) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant's sole designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 2.2(a), this Section 4.2 will apply as if the surviving spouse were the Participant. Definitions. 5.1 Designated Beneficiary. The individual who is designated as the Beneficiary under Section 10.4 of the Plan and is the designated Beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations. 5.2 Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's required beginning date. For distributions beginning after the Participant's death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 2.2. The required minimum distribution for the Participant's first distribution calendar year will be made on or before the Participant's required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's required beginning date occurs, will be made on or before December 31 of that distribution calendar year. 5.3 Life expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations. 5.4 Participant's Account Balance. The Account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The Account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year. 5.5 Required beginning date. The date specified in Section 15.9 of the Plan." 7 "Appendix B 1.1B Effective Date. This Appendix B shall apply to plan years and limitation years beginning on and after January 1, 1998. 1.2B Section 125 Compensation. For purposes of the definition of Compensation and Testing Compensation under Sections 2.15 and 2.46, respectively, amounts under Section 125 of the Code include any amounts not available to a Participant in lieu of group health plan coverage because the Participant is unable to certify that he or she has other health coverage. An amount will be treated as an amount under Section 125 of the Code only if the Company does not request or collect information regarding the Participant's other health coverage as part of the enrollment process for the health plan." 8 EX-4.7 4 l01471aexv4w7.txt EX-4.7 RETRIREMENT PLAN II - AMD. #1 EXHIBIT 4.7 AMENDMENT NO. 1 TO THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC. II This Amendment No. 1 is executed as of the date set forth below by Pioneer-Standard Electronics, Inc. (the "Company"). WITNESSETH: WHEREAS, the Company maintains The Retirement Plan of Pioneer-Standard-Electronics, Inc. II (the "Plan") to provide retirement benefits for certain employees of Participating Companies; and WHEREAS, pursuant to Section 21.1 of the Plan, the Company has retained the right to make amendments thereto; and WHEREAS, effective December 16, 2002, the Plan will be merged into The Retirement Plan of Pioneer-Standard Electronics, Inc. (the "Pioneer Plan"); and WHEREAS, the Company desires to amend the Plan in order to clarify a provision of the Plan to parallel a comparable provision contained in the Pioneer Plan prior to the Merger Date; NOW, THEREFORE, pursuant to Section 21.1 of the Plan, the Company hereby amends Section 2.38 of the Plan, effective as of January 1, 2001, by the deletion of said Section 2.38 and the substitution in lieu thereof of the following: "2.38 Hour or Hour of Service. Effective for periods commencing on or after January 1, 2001, the word "Hour" or the words "Hour of Service" shall mean: (a) for any Employee who is categorized as non-exempt under the Fair Labor Standards Act, the actual number of hours for which he is directly or indirectly paid or entitled to payment by a Participating Company or any Affiliate for the performance of duties either as regular wages, salary or commissions, or for reasons other than the performance of duties such as vacation or holiday pay, and in either case, including payments pursuant to an award or agreement requiring a Participating Company or an Affiliate to pay back wages, irrespective of mitigation of damages, all as more fully described in Section 2530.200b-2(a) of the Department of Labor Regulations. Hours of Service under this paragraph (a) which are credited other than for the performance of duties shall be calculated, and Hours of Service shall be credited to computation periods, pursuant to Section 2530.200b-2(b) and (c), respectively, of the Department of Labor Regulations which are incorporated herein by reference. (b) for any Employee who is categorized as exempt under the Fair Labor Standards Act, the hours which are calculated and for which he is credited pursuant to the equivalency set 1 forth in Section 2530.200b-3(e)(1)(iv) of the Department of Labor Regulations which is incorporated herein by reference. With respect to any such Employee, Hours of Service shall be calculated on the basis of months of employment whereby the Employee shall be credited with one hundred ninety (190) Hours of Service for each month in which the Employee would be required to be credited with at least one (1) Hour of Service as described in paragraph (a). Notwithstanding the foregoing, (1) no Employee shall be credited with more than 501 Hours of Service with respect to payments he receives or is entitled to receive during any single continuous period during which he performs no services for a Participating Company or any Affiliate (irrespective of whether he has terminated employment) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty, or leave of absence; (2) no Employee shall be credited with Hours of Service with respect to payments he receives or is entitled to receive during a period when he performs no services for a Participating Company or any Affiliate under a plan maintained solely for the purpose of complying with applicable workers' compensation, unemployment compensation, disability insurance or Federal Social Security laws; and (3) no Employee or former Employee shall be credited with Hours of Service with respect to payments he receives or is entitled to receive under a pension benefit plan to which a Participating Company or any Affiliate has contributed during a period when he performs no services for a Participating Company or any Affiliate. Effective prior to January 1, 2001, the words "Hour" or "Hour of Service" shall mean for any Employee the hours which are calculated and credited in accordance with the equivalency set forth in Section 2530.200b-3(e)(1)(iv) of the Department of Labor Regulations as provided in the predecessor documents for the Plan, including the plan documents for the ProAmerica, Inc. Employee Savings Plan and Trust, as applicable. Without limiting the generality of the foregoing, the words "Hour of Service" or "Hour" shall include, for any Employee, his hours of service as properly calculated for such purpose by: (A) Dickens Data Systems, Inc. (including Pro America, Inc.), for periods prior to October 31, 2000; and (B) Dickens Services Group, a Pioneer-Standard Company, LLC, for periods prior to January 1, 2001." IN WITNESS WHEREOF, Pioneer-Standard Electronics, Inc., by its appropriate officer duly authorized, has caused this Amendment No. 1 to be executed as of the 13th day of December, 2002. PIONEER-STANDARD ELECTRONICS, INC. ("Company") By: /s/ Richard A. Sayers II ---------------------------------- 2 EX-4.8 5 l01471aexv4w8.txt EX-4.8 AGREEMENT FOR THE MERGER EXHIBIT 4.8 AGREEMENT FOR THE MERGER OF THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC. II INTO THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC. THIS AGREEMENT FOR THE MERGER OF THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC. II INTO THE RETIREMENT PLAN OF PIONEER STANDARD ELECTRONICS, INC. (the "Merger Agreement") is made as of the date indicated below by PIONEER-STANDARD ELECTRONICS, INC., an Ohio corporation (hereinafter referred to as "Pioneer"); W I T N E S S E T H: WHEREAS, Pioneer maintains The Retirement Plan of Pioneer-Standard Electronics, Inc. II and its related funding vehicle (hereinafter collectively referred to as the "Pioneer Plan II") on behalf of certain of its employees and former employees; and WHEREAS, Pioneer maintains The Retirement Plan of Pioneer-Standard Electronics, Inc. and its related funding vehicle (hereinafter collectively referred to as the "Pioneer Plan") on behalf of certain of its employees and former employees; and WHEREAS, it is the desire of Pioneer to merge the Pioneer Plan II into the Pioneer Plan, such merger being effective for all purposes as of the end of the day on December 16, 2002; NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS The following words shall have the following meanings whenever used in this instrument: 1.1 The words "Covered Employees" shall mean all employees of Pioneer, or any affiliate thereof, who are active or inactive participants in the Pioneer Plan II as of the Merger Date. 1.2 The words "Covered Former Employees" shall mean all former participants in the Pioneer Plan II who retired or terminated employment prior to the Merger Date and who had amounts credited to Accounts under the Pioneer Plan II as of the Merger Date. 1 1.3 The words "Pioneer Plan Trustee" shall mean American Express Trust Company. 1.4 The words "Pioneer Plan II Trustee" shall mean American Express Trust Company. 1.5 The words "Merger Date" shall mean December 16, 2002. The merger shall be deemed to occur as of 11:59 p.m. EST on the Merger Date and references to the Merger Date are so intended. ARTICLE II MERGER OF THE PIONEER PLAN II INTO THE PIONEER PLAN 2.1 Effective as of the Merger Date, the Pioneer Plan II is hereby merged into the Pioneer Plan, and the Pioneer Plan II shall be deemed to have ceased to exist as of the Merger Date. The Pioneer Plan II's last Plan Year shall be the eleven and one-half-month period beginning on January 1, 2002, and ending on the Merger Date. 2.2 As of the Merger Date, the Pioneer Plan II Trustee shall value and finally adjust all the Accounts maintained under the Pioneer Plan II pursuant to the applicable provisions of the Pioneer Plan II, including accounting for the matching contributions made or to be made with respect to salary deferrals and the profit sharing or similar contributions, if any, attributable to the Plan Year ending on the Merger Date. Pioneer shall be responsible for funding any such matching contributions or profit sharing or similar contributions. As of the Merger Date, the Pioneer Plan Trustee shall value and finally adjust all the accounts maintained under the Pioneer Plan pursuant to the applicable provisions of the Pioneer Plan as of the Merger Date pursuant to Section 2.3 hereof. 2.3 As of the Merger Date, the Pioneer Plan II Trustee shall transfer to the Pioneer Plan the amounts credited to the Accounts of the Covered Employees and Covered Former Employees in the Pioneer Plan II, as finally adjusted pursuant to Section 2.2 hereof. The amount of each such Account so transferred shall be credited to a Pioneer Plan account established by the Pioneer Plan Trustee for the Covered Employee or Covered Former Employee as set forth in Article III hereof. Such transferred amounts shall thereafter be held and administered under the terms and provisions of the Pioneer Plan. Any forfeitures outstanding under the Pioneer Plan II as of the Merger Date shall be transferred to the Pioneer Plan and shall be used in accordance with the provisions of Section 12.4 of the Pioneer Plan. 2.4 After the Merger Date, the right to benefits and the amount of benefits payable to Covered Employees, or the beneficiaries of such employees, who retire, die or terminate employment after the Merger Date shall be governed by the terms and provisions of the Pioneer Plan, as modified to grandfather certain required provisions of the Pioneer Plan II, if any, and as amended from time to time thereafter. 2 2.5 This instrument shall not affect the amount or method of distribution of the Accounts of Covered Former Employees if such distribution has commenced on or prior to the Merger Date. After the Merger Date, the benefits payable to Covered Former Employees shall be paid by the Pioneer Plan Trustee under the Pioneer Plan. 2.6 To the extent that law and contract permit, execution of this Merger Agreement shall be deemed to accomplish the transfer of assets and obligations referred to in this Article II as of the Merger Date. To the extent that law or contract may require additional documentation, or if it would be expeditious to execute such documents whether or not legally required, the parties hereto agree to execute, or cause to be executed, such documents as may be appropriate to further the purposes of this Merger Agreement and accomplish such transfer. ARTICLE III AMENDMENT TO PIONEER PLAN AND RELATED MATTERS 3.1 The Company hereby declares that it will amend the Pioneer Plan, effective as of the day following the Merger Date, in order to provide, under the Pioneer Plan, for the preservation of those rights, if any, of Covered Employees and Former Covered Employees under the Pioneer Plan II which, by law, must be preserved for them under the Pioneer Plan. 3.2 To the extent that law or contract may require additional documentation, or if it would be expeditious to execute such documents whether or not legally required, the parties hereto agree to execute, or cause to be executed, such documents as may be appropriate to further the purposes of this Merger Agreement and accomplish such transfer. 3.3 The Merger of Pioneer Plan II into the Pioneer Plan shall not be deemed to restrict in any way the authority of the Company to amend Pioneer Plan II, including retroactive amendment after the Merger Date, and the Company does hereby reserve such authority. Such amendment may be by amendment to the Pioneer Plan document or the Pioneer Plan II document, as the Company shall deem appropriate. ARTICLE IV MISCELLANEOUS 4.1 It is the intention of this Merger Agreement that each Covered Employee, Covered Former Employee or beneficiary thereof, and each participant, former participant or beneficiary thereof in the Pioneer Plan, would receive a benefit, if the Pioneer Plan were to terminate immediately after the Merger Date, which is equal to or greater than the benefit he or she would have received under the Pioneer Plan II if the Pioneer Plan II had terminated 3 immediately prior to the Merger Date, in accordance with the terms and provisions of Section 414(l) of the Internal Revenue Code, as amended, Section 208 of the Employee Retirement Income Security Act of 1974, as amended, and any lawful regulations and rulings thereunder. 4.2 This Merger Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Pioneer the Pioneer Plan Trustee. IN WITNESS WHEREOF, Pioneer-Standard Electronics, Inc., by its duly authorized officer, has executed this Merger Agreement as of the 16th day of December, 2002. PIONEER-STANDARD ELECTRONICS, INC. ("Pioneer") By: /s/ Steven M. Billick ---------------------------------- American Express Trust Company, as the Pioneer Plan Trustee and the Pioneer Plan II Trustee, hereby acknowledges receipt of, accepts and executes the foregoing Merger Agreement. American Express Trust Company, as Pioneer Plan Trustee, hereby accepts assets and related obligations from the Pioneer Plan II Trustee as described in Article III of the foregoing Merger Agreement, effective December 16, 2002. AMERICAN EXPRESS TRUST COMPANY ("Pioneer Plan Trustee" and "Pioneer Plan II Trustee") By: /s/ Tara L. Stonehouse ---------------------------------- Vice President December 16, 2002 4 EX-5.1 6 l01471aexv5w1.txt EX-5.1 OPINION OF CALFEE, HALTER EXHIBIT 5.1 CALFEE, HALTER & GRISWOLD LLP ATTORNEYS AT LAW ------------------------------------------- 1400 McDonald Investment Center 800 Superior Avenue Cleveland, Ohio 44114-2688 216/622-8200 Fax 216/241-0816 June 19, 2003 Pioneer-Standard Electronics, Inc. 6065 Parkland Boulevard Mayfield Heights, OH 44124 We are acting as counsel for Pioneer-Standard Electronics, Inc., an Ohio corporation (the "Company"), with respect to the 300,000 Common Shares, without par value (the "Plan Shares"), to be offered and sold from time to time pursuant to the Company's Retirement Plan and Retirement Plan II, as amended (collectively, the "Plans"). As counsel for the Company, we have assisted in the preparation of Post Effective Amendment No. 2 to a Registration Statement on Form S-8, File No. 333-40750, (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the continued registration of the Plan Shares to be offered and sold from time to time pursuant to the Plans. We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion, and based thereon we are of the opinion that the Plan Shares have been duly authorized and, when issued and sold from time to time in the manner contemplated by the Plan and the Registration Statement, will be validly issued, fully paid and nonassessable. Our opinion is limited solely to the laws of the state of Ohio. This opinion is intended solely for your use in connection with the filing of the Registration Statement with respect to the Plan Shares, and may not be reproduced, filed publicly or relied upon by any other person for any purpose without the express written consent of the undersigned. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Respectfully submitted, /s/ Calfee, Halter & Griswold LLP --------------------------------------- CALFEE, HALTER & GRISWOLD LLP EX-23.1 7 l01471aexv23w1.txt EX-23.1 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Post-Effective Amendment No. 2 of the Registration Statement (Form S-8 No. 333-40750 to be filed on or about June 19, 2003) and related amendments pertaining to The Retirement Plan of Pioneer-Standard Electronics, Inc. and The Retirement Plan of Pioneer-Standard Electronics, Inc. II, as amended, of our report dated May 12, 2003, with respect to the consolidated financial statements and schedule of Pioneer-Standard Electronics, Inc. and Subsidiaries included in its Annual Report (Form 10-K) for the year ended March 31, 2003 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Cleveland, Ohio June 16, 2003 S-8 POS 8 l01471asv8posxpdfy.pdf PDF COURTESY COPY OF PIONEER-STANDARD S-8 POS begin 644 l01471asv8posxpdfy.pdf M)5!$1BTQ+C(-)>+CS],-"C,Q(#`@;V)J#3P\(`TO3&EN96%R:7IE9"`Q(`TO M3R`S,R`-+T@@6R`Q,#,T(#(X,2!=(`TO3"`U.3F4@-C(-+TEN9F\@,S`@,"!2(`TO4F]O="`S,B`P(%(@#2]0 M')E9@TP#24E14]`@("`@#3,R(#`@;V)J#3P\(`TO5'EP92`O0V%T M86QO9R`-+U!A9V5S(#$Y(#`@4B`-+TI4(#(Y(#`@4B`-/CX@#65N9&]B:@TV M,"`P(&]B:@T\/"`O4R`Q,C4@+T9I;'1E"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!; M(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O8FH-,S0@,"!O M8FH-/#P@#2]0'1'4W1A=&4@/#P@+T=3,2`U-2`P M(%(@/CX@#3X^(`UE;F1O8FH-,S4@,"!O8FH-/#P@#2]4>7!E("]&;VYT(`TO M4W5B='EP92`O5'EP93$@#2]&:7)S=$-H87(@,S(@#2],87-T0VAA"]1+W1HA$-.X$'Q6)SQ,+BZWNC@\3731%Q,=B[I6A8^J5#X4T[K2 M9>WKXO%NLO]EI%:^-$SUMJQ#)K[M)A=+`YG=?E*7T8*@\,M+[6GA=$%WO-&^ MZ#Y/%',``[1I8XKN%D?=M\E',7N24V--68M]_R`-0(@[.:U*(W8@.*@5WZ0I MO>C/B7J/XQ!+*X8]V(W7I19;2=?R[5NIZ?,LE7CL$^>Y?R6?%/L*@FX2ZQ&L MH\Y&3K7"][LTKG20QE?N!];#J'1^^BSKLA+IO\:\2+9RJQ:DDE4%8:PD6^*:.V%3E%0.X6(84 M:&U+9VO'<1S6A-MK98L8*X3:60KU%`A5R`BO6_@Q`,:*_5F)#M\(AS8+`D*4 M+2&`3T%10#_+%T;&+>.8P@:C73&%IU0U>$+5==*SE=K`$Q0U*)E3E(*XWJQD M@"#(,X*6#>GRGK4P1TLZC2`LGA;Y_A^).D_4=[/V$HXF(AE<#>?K*^2;%^F? 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EX-4.6

                                                                     EXHIBIT 4.6

                                 AMENDMENT NO. 1
                                       TO
            THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC.

     This Amendment No. 1 is executed as of the date set forth below by
Pioneer-Standard Electronics, Inc. (the "Company").

                                   WITNESSETH:

     WHEREAS, the Company maintains The Retirement Plan of
Pioneer-Standard-Electronics, Inc. (the "Plan") to provide retirement benefits
for certain employees of Participating Companies; and

     WHEREAS, pursuant to Section 21.1 of the Plan, the Company has retained the
right to make amendments thereto; and

     WHEREAS, the Company desires to amend the Plan in order to grandfather
certain provisions relating to Participants who participated in The Retirement
Plan of Pioneer-Standard Electronics, Inc. II ("Retirement Plan II") immediately
prior to its merger into the Plan, to bring the Plan into compliance with the
final and temporary regulations under Section 401(a)(9) of the Code and to
incorporate the model amendment set forth in IRS Revenue Ruling 2002-27 relating
to compensation under Section 125 of the Code;

     NOW, THEREFORE, pursuant to Section 21.1 of the Plan, the Company hereby
amends the Plan, and Retirement Plan II, as applicable, effective as
specifically provided herein, as follows:

     1. Effective January 1, 2001, Section 2.16 of the Plan is hereby amended to
correct the cross reference to Section 2.49 by deleting such cross reference and
replacing it with a cross reference to Section 2.52.

     2. Effective December 16, 2002, Section 2.18 of the Plan is hereby amended
by deleting subsections (j) and (k) of said Section 2.18 and replacing them with
the following:

        "(j) for periods prior to December 16, 2002 (the date of the merger of
             The Retirement Plan of Pioneer-Standard Electronics, Inc. II
             ("Retirement Plan II") into the Plan), is a participant in the
             Dickens Data Systems, Inc. 401(k) Profit Sharing Plan, including
             such Plan as it was subsequently renamed (as Retirement Plan II);
             or

        (k)  for periods prior to December 16, 2002, but on or after October 1,
             2000, is an active participant in the Dickens Services Group, A
             Pioneer-Standard Company, LLC 401(k) Profit Sharing Plan and Trust,
             including such Plan as it was subsequently merged into Retirement
             Plan II."

     3. Effective December 16, 2002, the Plan is hereby amended to include the
attached Supplement B, Relating to Former Participants in The Retirement Plan of
Pioneer-Standard Electronics, Inc. II.



                                       1


     4. Effective January 1, 2003, the Plan is hereby amended to include the
attached Appendix A. Appendix A is an Internal Revenue Service Model Amendment.
While such Appendix A refers to annuity distributions and other forms of
distribution in accordance with the Model, such reference does not change the
fact that distributions under the Plan are available only as single sum
distributions.

     5. Effective January 1, 1998, the Plan and Retirement Plan II are hereby
amended to include the attached Appendix B.

     IN WITNESS WHEREOF, Pioneer-Standard Electronics, Inc., by its proper
officer, has caused this Amendment No. 1 to be executed as of the 27th day of
December, 2002.

                                          PIONEER-STANDARD ELECTRONICS, INC.
                                               ("Company")

                                          By: /s/ Richard A. Sayers II
                                              ---------------------------------



                                       2


                                  SUPPLEMENT B
                                       TO
                               THE RETIREMENT PLAN
                                       OF
                       PIONEER-STANDARD ELECTRONICS, INC.

                       RELATING TO FORMER PARTICIPANTS IN
          THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC. II


     This Supplement B to The Retirement Plan of Pioneer-Standard Electronics,
Inc. (the "Plan"), effective December 16, 2002, relates to former participants
in The Retirement Plan of Pioneer-Standard Electronics, Inc. II.

                                   DEFINITIONS

     Unless the context otherwise indicates, the following words shall have the
following meanings whenever used in this Supplement. All other defined words
shall have the meanings set forth in Article 2 of the Plan.

     1.1 Merger Date. The words "Merger Date" shall mean December 16, 2002, and
specifically 11:59 p.m. EST on the Merger Date.

     1.2 Retirement Plan II. The words "Retirement Plan II" shall mean The
Retirement Plan of Pioneer-Standard Electronics, Inc. II, as it existed as of
the Merger Date

     1.3 Supplement B Participant. The words "Supplement B Participant" shall
mean any Employee or former Employee who, as of the Merger Date, was a
participant in Retirement Plan II and who had amounts transferred on his behalf
from Retirement Plan II to the Plan as of the Merger Date.

                                HOURS OF SERVICE

     2.1 Hour or Hour of Service. Notwithstanding the provisions of the last
paragraph of Section 2.28 of the Plan, the words "Hour of Service" or "Hour"
shall, with respect to a Supplement B Participant, include his hours of service
as calculated for such purpose, as appropriate, by:

         (a) Dickens Data Systems, Inc. (including Pro America, Inc.), for
             periods prior to October 31, 2000; and

         (b) Dickens Services Group, a Pioneer-Standard Company, LLC, for
             periods prior to January 1, 2001.

                                     VESTING

     3.1 Vested Percentage. Notwithstanding the provisions of Section 2.51 of
the Plan, the words "Vested Percentage" shall mean, for any Supplement B
Participant with an Hour of Service after December 31, 2000, a percentage
determined on the basis of his number of Years of Vesting Service in accordance
with the following table:




                                       3




                   Years of Vesting Service               Vesting Percentage
                   ------------------------               -------------------
                                                              
                Less than 1 year                                   0%
                1 but less than 2 years                           20%
                2 but less than 3 years                           40%
                3 but less than 4 years                           60%
                4 but less than 5 years                           80%
                5 or more years                                  100%


provided, however, that for a Supplement B Participant who does not have an Hour
of Service after December 31, 2000, such percentage shall be determined on the
basis of his number of Years of Vesting Service in accordance with the following
table:



                   Years of Vesting Service               Vesting Percentage
                   ------------------------               ------------------
                                                              
                Less than 2 years                                 0%
                2 but less than 3 years                          20%
                3 but less than 4 years                          40%
                4 but less than 5 years                          60%
                5 but less than 6 years                          80%
                6 or more years                                 100%


Notwithstanding any other provision of this Plan to the contrary, upon
attainment of his Early Retirement Date or Normal Retirement Date and during all
periods thereafter, a Supplement B Participant shall have a Vested Percentage of
one hundred percent (100%). A Supplement B Participant who incurs a Termination
of Employment due to his death or Disability shall have a Vested Percentage of
one hundred percent (100%).

     A Supplement B Participant shall always have a one hundred percent (100%)
Vested Interest in his Pre-Tax Accounts, Rollover Accounts, Qualified
Nonelective Accounts, and Qualified Match Accounts, if any such contributions
are made under the Plan.

     Notwithstanding any provision of the Plan to the contrary, any Supplement B
Participant who is a ProAmerica Participant within the meaning of this Section
shall have a one hundred percent (100%) vested interest in his Accounts under
the Plan. A "ProAmerica Participant" shall be any Supplement B Participant who
was a participant in the ProAmerica, Inc. Employee Savings Plan and Trust at the
time (October 1, 1998) of its merger into the Dickens Data Systems, Inc. 401(k)
Plan.

     3.2 Years of Vesting Service. Notwithstanding the provisions of Section
2.52 of the Plan, the words "Years of Vesting Service" shall mean for any
Employee who is a Supplement B Participant, the sum of (a) plus (b) below where:

         (a) equals such Employee's years of Continuous Service after December
             31, 2000, if any; and




                                       4


         (b) equals such Employee's years of service for vesting purposes
             determined as of December 31, 2000, on the basis of the rules of
             the Dickens Data Systems, Inc. 401(k) Plan, or the rules of The
             Dickens Services Group, A Pioneer-Standard Company, LLC 401(k)
             Profit Sharing Plan, as applicable, in effect as of such date.

     In the event that a supplement B Participant returns to employment with a
Participating Company or an Affiliate immediately following a leave of absence
due to Military Service, his period of Military Service shall be included in the
calculation of his Vesting Service, to the extent required by Section 414(u) of
the Code.

                                   "Appendix A

Section 1  General Rules

1.1      Effective Date. The provisions of this Appendix A will apply for
         purposes of determining required minimum distributions for calendar
         years beginning with the 2003 calendar year.

1.2      Precedence. The requirements of this Appendix A will take precedence
         over any inconsistent provisions of the Plan except that no provision
         of this Appendix A shall be deemed to require a distribution under the
         Plan in a form other than a lump sum.

1.3      Requirements of Treasury Regulations Incorporated. All distributions
         required under this Appendix A will be determined and made in
         accordance with the Treasury regulations under Section 401(a)(9) of the
         Internal Revenue Code.

1.4      TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions
         of this Appendix A, distributions may be made under a designation made
         before January 1, 1984, in accordance with Section 242(b)(2) of the Tax
         Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the
         Plan that relate to Section 242(b)(2) of TEFRA.

Section 2 Time and Manner of Distribution.

2.1      Required Beginning Date. The Participant's entire interest will be
         distributed, or begin to be distributed, to the Participant no later
         than the Participant's required beginning date.

2.2      Death of Participant Before Distributions Begin. If the Participant
         dies before distributions begin, the Participant's entire interest will
         be distributed, or begin to be distributed, no later than as follows:

         (a)      If the Participant's surviving spouse is the Participant's
                  sole designated Beneficiary, then, except as provided in the
                  adoption agreement, distributions to the surviving spouse will
                  begin by December 31 of the calendar year immediately
                  following the calendar year in which the Participant died, or
                  by December 31 of the calendar year in which the Participant
                  would have attained age 70 1/2, if later.

         (b)      If the Participant's surviving spouse is not the Participant's
                  sole designated Beneficiary, then, except as otherwise
                  provided in the Plan, distributions to the designated
                  Beneficiary will begin by December 31 of the calendar year
                  immediately following the calendar year in which the
                  Participant died.

         (c)      If there is no designated Beneficiary as of September 30 of
                  the year following the year of the Participant's death, the
                  Participant's entire interest will be distributed by December
                  31 of the calendar year containing the fifth anniversary of
                  the Participant's death.

         (d)      If the Participant's surviving spouse is the Participant's
                  sole designated Beneficiary and the surviving spouse dies
                  after the Participant but before distributions to the
                  surviving spouse begin, this Section 2.2, other than Section
                  2.2(a), will apply as if the surviving spouse were the
                  Participant.

         For purposes of this Section 2.2 and Section 4, unless Section 2.2(d)
         applies, distributions are considered to begin on the Participant's
         required beginning date. If Section 2.2(d) applies, distributions are
         considered to begin on the date distributions are required to begin to
         the surviving spouse under Section 2.2(a). If distributions under an
         annuity purchased from an insurance company irrevocably commence to the
         Participant before the Participant's required beginning date (or to the
         Participant's surviving spouse before the date distributions are
         required to begin to the surviving spouse under Section 2.2(a)), the
         date distributions are considered to begin is the date distributions
         actually commence.




                                       5


2.3      Forms of Distribution. Unless the Participant's interest is distributed
         in the form of an annuity purchased from an insurance company or in a
         single sum on or before the required beginning date, as of the first
         distribution calendar year distributions will be made in accordance
         with Sections 3 and 4 of this Appendix A. If the Participant's interest
         is distributed in the form of an annuity purchased from an insurance
         company, distributions thereunder will be made in accordance with the
         requirements of Section 401(a)(9) of the Code and the Treasury
         regulations.

Section 3  Required Minimum Distributions During Participant's Lifetime.

3.1      Amount of Required Minimum Distribution For Each Distribution Calendar
         Year. During the Participant's lifetime, the minimum amount that will
         be distributed for each distribution calendar year is the lesser of:
         (a) the quotient obtained by dividing the Participant's Account balance
         by the distribution period in the Uniform Lifetime Table set forth in
         Section 1.401(a)(9)-9 of the Treasury regulations, using the
         Participant's age as of the Participant's birthday in the distribution
         calendar year; or
         (b) if the Participant's sole designated Beneficiary for the
         distribution calendar year is the Participant's spouse, the quotient
         obtained by dividing the Participant's Account balance by the number in
         the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of
         the Treasury regulations, using the Participant's and spouse's attained
         ages as of the Participant's and spouse's birthdays in the distribution
         calendar year.

3.2      Lifetime Required Minimum Distributions Continue Through Year of
         Participant's Death. Required minimum distributions will be determined
         under this Section 3 beginning with the first distribution calendar
         year and up to and including the distribution calendar year that
         includes the Participant's date of death

Section 4  Required Minimum Distributions After Participant's Death.

4.1.     Death On or After Date Distributions Begin.

         (a) Participant Survived by Designated Beneficiary. If the Participant
         dies on or after the date distributions begin and there is a designated
         Beneficiary, the minimum amount that will be distributed for each
         distribution calendar year after the year of the Participant's death is
         the quotient obtained by dividing the Participant's Account balance by
         the longer of the remaining life expectancy of the Participant or the
         remaining life expectancy of the Participant's designated Beneficiary,
         determined as follows:

                  (1) The Participant's remaining life expectancy is calculated
                  using the age of the Participant in the year of death, reduced
                  by one for each subsequent year.

                  (2) If the Participant's surviving spouse is the Participant's
                  sole designated Beneficiary, the remaining life expectancy of
                  the surviving spouse is calculated for each distribution
                  calendar year after the year of the Participant's death using
                  the surviving spouse's age as of the spouse's birthday in that
                  year. For distribution calendar years after the year of the
                  surviving spouse's death, the remaining life expectancy of the
                  surviving spouse is calculated using the age of the surviving
                  spouse as of the spouse's birthday in the calendar year of the
                  spouse's death, reduced by one for each subsequent calendar
                  year.

                  (3) If the Participant's surviving spouse is not the
                  Participant's sole designated Beneficiary, the designated
                  Beneficiary's remaining life expectancy is calculated using
                  the age of the Beneficiary in the year following the year of
                  the Participant's death, reduced by one for each subsequent
                  year.

         (b) No Designated Beneficiary. If the Participant dies on or after the
         date distributions begin and there is no designated Beneficiary as of
         September 30 of the year after the year of the Participant's death, the
         minimum amount that will be distributed for each distribution calendar
         year after the year of the Participant's death is the quotient obtained
         by dividing the Participant's Account balance by the Participant's
         remaining life expectancy calculated using the age of the Participant
         in the year of death, reduced by one for each subsequent year.

4.2      Death Before Date Distributions Begin.

         (a) Participant Survived by Designated Beneficiary. Except as otherwise
         provided in the Plan, if the Participant dies before the date
         distributions begin and there is a designated Beneficiary, the minimum
         amount that will be distributed for each distribution calendar year
         after the year of the Participant's death is the quotient obtained by
         dividing the Participant's Account balance by the remaining life
         expectancy of the Participant's designated Beneficiary, determined as
         provided in Section 4.1.


                                       6

         (b) No Designated Beneficiary. If the Participant dies before the date
         distributions begin and there is no designated Beneficiary as of
         September 30 of the year following the year of the Participant's death,
         distribution of the Participant's entire interest will be completed by
         December 31 of the calendar year containing the fifth anniversary of
         the Participant's death.

         (c) Death of Surviving Spouse Before Distributions to Surviving Spouse
         Are Required to Begin. If the Participant dies before the date
         distributions begin, the Participant's surviving spouse is the
         Participant's sole designated Beneficiary, and the surviving spouse
         dies before distributions are required to begin to the surviving spouse
         under Section 2.2(a), this Section 4.2 will apply as if the surviving
         spouse were the Participant.


Definitions.

5.1      Designated Beneficiary. The individual who is designated as the
         Beneficiary under Section 10.4 of the Plan and is the designated
         Beneficiary under Section 401(a)(9) of the Internal Revenue Code and
         Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

5.2      Distribution Calendar Year. A calendar year for which a minimum
         distribution is required. For distributions beginning before the
         Participant's death, the first distribution calendar year is the
         calendar year immediately preceding the calendar year which contains
         the Participant's required beginning date. For distributions beginning
         after the Participant's death, the first distribution calendar year is
         the calendar year in which distributions are required to begin under
         Section 2.2. The required minimum distribution for the Participant's
         first distribution calendar year will be made on or before the
         Participant's required beginning date. The required minimum
         distribution for other distribution calendar years, including the
         required minimum distribution for the distribution calendar year in
         which the Participant's required beginning date occurs, will be made on
         or before December 31 of that distribution calendar year.

5.3      Life expectancy. Life expectancy as computed by use of the Single Life
         Table in Section 1.401(a)(9)-9 of the Treasury regulations.

5.4      Participant's Account Balance. The Account balance as of the last
         valuation date in the calendar year immediately preceding the
         distribution calendar year (valuation calendar year) increased by the
         amount of any contributions made and allocated or forfeitures allocated
         to the Account balance as of dates in the valuation calendar year after
         the valuation date and decreased by distributions made in the valuation
         calendar year after the valuation date. The Account balance for the
         valuation calendar year includes any amounts rolled over or transferred
         to the Plan either in the valuation calendar year or in the
         distribution calendar year if distributed or transferred in the
         valuation calendar year.

5.5      Required beginning date. The date specified in Section 15.9 of the
         Plan."



                                       7



                                   "Appendix B

     1.1B Effective Date. This Appendix B shall apply to plan years and
limitation years beginning on and after January 1, 1998.

     1.2B Section 125 Compensation. For purposes of the definition of
Compensation and Testing Compensation under Sections 2.15 and 2.46,
respectively, amounts under Section 125 of the Code include any amounts not
available to a Participant in lieu of group health plan coverage because the
Participant is unable to certify that he or she has other health coverage. An
amount will be treated as an amount under Section 125 of the Code only if the
Company does not request or collect information regarding the Participant's
other health coverage as part of the enrollment process for the health plan."



                                       8

EX-4.7

                                                                     EXHIBIT 4.7

                                 AMENDMENT NO. 1
                                       TO
          THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC. II

     This Amendment No. 1 is executed as of the date set forth below by
Pioneer-Standard Electronics, Inc. (the "Company").

                                   WITNESSETH:

     WHEREAS, the Company maintains The Retirement Plan of
Pioneer-Standard-Electronics, Inc. II (the "Plan") to provide retirement
benefits for certain employees of Participating Companies; and

     WHEREAS, pursuant to Section 21.1 of the Plan, the Company has retained the
right to make amendments thereto; and

     WHEREAS, effective December 16, 2002, the Plan will be merged into The
Retirement Plan of Pioneer-Standard Electronics, Inc. (the "Pioneer Plan"); and

     WHEREAS, the Company desires to amend the Plan in order to clarify a
provision of the Plan to parallel a comparable provision contained in the
Pioneer Plan prior to the Merger Date;

     NOW, THEREFORE, pursuant to Section 21.1 of the Plan, the Company hereby
amends Section 2.38 of the Plan, effective as of January 1, 2001, by the
deletion of said Section 2.38 and the substitution in lieu thereof of the
following:

          "2.38 Hour or Hour of Service.

          Effective for periods commencing on or after January 1, 2001, the word
     "Hour" or the words "Hour of Service" shall mean:

          (a)  for any Employee who is categorized as non-exempt under the Fair
               Labor Standards Act, the actual number of hours for which he is
               directly or indirectly paid or entitled to payment by a
               Participating Company or any Affiliate for the performance of
               duties either as regular wages, salary or commissions, or for
               reasons other than the performance of duties such as vacation or
               holiday pay, and in either case, including payments pursuant to
               an award or agreement requiring a Participating Company or an
               Affiliate to pay back wages, irrespective of mitigation of
               damages, all as more fully described in Section 2530.200b-2(a) of
               the Department of Labor Regulations. Hours of Service under this
               paragraph (a) which are credited other than for the performance
               of duties shall be calculated, and Hours of Service shall be
               credited to computation periods, pursuant to Section
               2530.200b-2(b) and (c), respectively, of the Department of Labor
               Regulations which are incorporated herein by reference.

          (b)  for any Employee who is categorized as exempt under the Fair
               Labor Standards Act, the hours which are calculated and for which
               he is credited pursuant to the equivalency set




                                       1


               forth in Section 2530.200b-3(e)(1)(iv) of the Department of Labor
               Regulations which is incorporated herein by reference. With
               respect to any such Employee, Hours of Service shall be
               calculated on the basis of months of employment whereby the
               Employee shall be credited with one hundred ninety (190) Hours of
               Service for each month in which the Employee would be required to
               be credited with at least one (1) Hour of Service as described in
               paragraph (a).

         Notwithstanding the foregoing,

          (1)  no Employee shall be credited with more than 501 Hours of Service
               with respect to payments he receives or is entitled to receive
               during any single continuous period during which he performs no
               services for a Participating Company or any Affiliate
               (irrespective of whether he has terminated employment) due to
               vacation, holiday, illness, incapacity (including disability),
               layoff, jury duty, military duty, or leave of absence;

          (2)  no Employee shall be credited with Hours of Service with respect
               to payments he receives or is entitled to receive during a period
               when he performs no services for a Participating Company or any
               Affiliate under a plan maintained solely for the purpose of
               complying with applicable workers' compensation, unemployment
               compensation, disability insurance or Federal Social Security
               laws; and

          (3)  no Employee or former Employee shall be credited with Hours of
               Service with respect to payments he receives or is entitled to
               receive under a pension benefit plan to which a Participating
               Company or any Affiliate has contributed during a period when he
               performs no services for a Participating Company or any
               Affiliate.

          Effective prior to January 1, 2001, the words "Hour" or "Hour of
     Service" shall mean for any Employee the hours which are calculated and
     credited in accordance with the equivalency set forth in Section
     2530.200b-3(e)(1)(iv) of the Department of Labor Regulations as provided in
     the predecessor documents for the Plan, including the plan documents for
     the ProAmerica, Inc. Employee Savings Plan and Trust, as applicable.
     Without limiting the generality of the foregoing, the words "Hour of
     Service" or "Hour" shall include, for any Employee, his hours of service as
     properly calculated for such purpose by:

          (A)  Dickens Data Systems, Inc. (including Pro America, Inc.), for
               periods prior to October 31, 2000; and

          (B)  Dickens Services Group, a Pioneer-Standard Company, LLC, for
               periods prior to January 1, 2001."

     IN WITNESS WHEREOF, Pioneer-Standard Electronics, Inc., by its appropriate
officer duly authorized, has caused this Amendment No. 1 to be executed as of
the 13th day of December, 2002.

                                           PIONEER-STANDARD ELECTRONICS, INC.
                                                ("Company")


                                           By:      /s/ Richard A. Sayers II
                                              ----------------------------------



                                       2

EX-4.8

                                                                     EXHIBIT 4.8

                            AGREEMENT FOR THE MERGER
                                       OF
          THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC. II
                                      INTO
            THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC.

     THIS AGREEMENT FOR THE MERGER OF THE RETIREMENT PLAN OF PIONEER-STANDARD
ELECTRONICS, INC. II INTO THE RETIREMENT PLAN OF PIONEER STANDARD ELECTRONICS,
INC. (the "Merger Agreement") is made as of the date indicated below by
PIONEER-STANDARD ELECTRONICS, INC., an Ohio corporation (hereinafter referred to
as "Pioneer");

                              W I T N E S S E T H:

     WHEREAS, Pioneer maintains The Retirement Plan of Pioneer-Standard
Electronics, Inc. II and its related funding vehicle (hereinafter collectively
referred to as the "Pioneer Plan II") on behalf of certain of its employees and
former employees; and

     WHEREAS, Pioneer maintains The Retirement Plan of Pioneer-Standard
Electronics, Inc. and its related funding vehicle (hereinafter collectively
referred to as the "Pioneer Plan") on behalf of certain of its employees and
former employees; and

     WHEREAS, it is the desire of Pioneer to merge the Pioneer Plan II into the
Pioneer Plan, such merger being effective for all purposes as of the end of the
day on December 16, 2002;

     NOW, THEREFORE, in consideration of the foregoing, the parties hereto
hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

     The following words shall have the following meanings whenever used in this
instrument:

1.1 The words "Covered Employees" shall mean all employees of Pioneer, or any
affiliate thereof, who are active or inactive participants in the Pioneer Plan
II as of the Merger Date.

1.2 The words "Covered Former Employees" shall mean all former participants in
the Pioneer Plan II who retired or terminated employment prior to the Merger
Date and who had amounts credited to Accounts under the Pioneer Plan II as of
the Merger Date.





                                       1


1.3 The words "Pioneer Plan Trustee" shall mean American Express Trust Company.

1.4 The words "Pioneer Plan II Trustee" shall mean American Express Trust
Company.

1.5  The words "Merger Date" shall mean December 16, 2002. The merger shall be
deemed to occur as of 11:59 p.m. EST on the Merger Date and references to the
Merger Date are so intended.

                                   ARTICLE II

               MERGER OF THE PIONEER PLAN II INTO THE PIONEER PLAN

2.1 Effective as of the Merger Date, the Pioneer Plan II is hereby merged into
the Pioneer Plan, and the Pioneer Plan II shall be deemed to have ceased to
exist as of the Merger Date. The Pioneer Plan II's last Plan Year shall be the
eleven and one-half-month period beginning on January 1, 2002, and ending on the
Merger Date.

2.2 As of the Merger Date, the Pioneer Plan II Trustee shall value and finally
adjust all the Accounts maintained under the Pioneer Plan II pursuant to the
applicable provisions of the Pioneer Plan II, including accounting for the
matching contributions made or to be made with respect to salary deferrals and
the profit sharing or similar contributions, if any, attributable to the Plan
Year ending on the Merger Date. Pioneer shall be responsible for funding any
such matching contributions or profit sharing or similar contributions. As of
the Merger Date, the Pioneer Plan Trustee shall value and finally adjust all the
accounts maintained under the Pioneer Plan pursuant to the applicable provisions
of the Pioneer Plan as of the Merger Date pursuant to Section 2.3 hereof.

2.3 As of the Merger Date, the Pioneer Plan II Trustee shall transfer to the
Pioneer Plan the amounts credited to the Accounts of the Covered Employees and
Covered Former Employees in the Pioneer Plan II, as finally adjusted pursuant to
Section 2.2 hereof. The amount of each such Account so transferred shall be
credited to a Pioneer Plan account established by the Pioneer Plan Trustee for
the Covered Employee or Covered Former Employee as set forth in Article III
hereof. Such transferred amounts shall thereafter be held and administered under
the terms and provisions of the Pioneer Plan. Any forfeitures outstanding under
the Pioneer Plan II as of the Merger Date shall be transferred to the Pioneer
Plan and shall be used in accordance with the provisions of Section 12.4 of the
Pioneer Plan.

2.4 After the Merger Date, the right to benefits and the amount of benefits
payable to Covered Employees, or the beneficiaries of such employees, who
retire, die or terminate employment after the Merger Date shall be governed by
the terms and provisions of the Pioneer Plan, as modified to grandfather certain
required provisions of the Pioneer Plan II, if any, and as amended from time to
time thereafter.



                                       2



2.5 This instrument shall not affect the amount or method of distribution of the
Accounts of Covered Former Employees if such distribution has commenced on or
prior to the Merger Date. After the Merger Date, the benefits payable to Covered
Former Employees shall be paid by the Pioneer Plan Trustee under the Pioneer
Plan.

2.6 To the extent that law and contract permit, execution of this Merger
Agreement shall be deemed to accomplish the transfer of assets and obligations
referred to in this Article II as of the Merger Date. To the extent that law or
contract may require additional documentation, or if it would be expeditious to
execute such documents whether or not legally required, the parties hereto agree
to execute, or cause to be executed, such documents as may be appropriate to
further the purposes of this Merger Agreement and accomplish such transfer.

                                   ARTICLE III

                  AMENDMENT TO PIONEER PLAN AND RELATED MATTERS

3.1 The Company hereby declares that it will amend the Pioneer Plan, effective
as of the day following the Merger Date, in order to provide, under the Pioneer
Plan, for the preservation of those rights, if any, of Covered Employees and
Former Covered Employees under the Pioneer Plan II which, by law, must be
preserved for them under the Pioneer Plan.

3.2 To the extent that law or contract may require additional documentation, or
if it would be expeditious to execute such documents whether or not legally
required, the parties hereto agree to execute, or cause to be executed, such
documents as may be appropriate to further the purposes of this Merger Agreement
and accomplish such transfer.

3.3 The Merger of Pioneer Plan II into the Pioneer Plan shall not be deemed to
restrict in any way the authority of the Company to amend Pioneer Plan II,
including retroactive amendment after the Merger Date, and the Company does
hereby reserve such authority. Such amendment may be by amendment to the Pioneer
Plan document or the Pioneer Plan II document, as the Company shall deem
appropriate.

                                   ARTICLE IV

                                  MISCELLANEOUS

4.1 It is the intention of this Merger Agreement that each Covered Employee,
Covered Former Employee or beneficiary thereof, and each participant, former
participant or beneficiary thereof in the Pioneer Plan, would receive a benefit,
if the Pioneer Plan were to terminate immediately after the Merger Date, which
is equal to or greater than the benefit he or she would have received under the
Pioneer Plan II if the Pioneer Plan II had terminated




                                       3


immediately prior to the Merger Date, in accordance with the terms and
provisions of Section 414(l) of the Internal Revenue Code, as amended, Section
208 of the Employee Retirement Income Security Act of 1974, as amended, and any
lawful regulations and rulings thereunder.

4.2 This Merger Agreement shall inure to the benefit of and shall be binding
upon the successors and assigns of Pioneer the Pioneer Plan Trustee.

     IN WITNESS WHEREOF, Pioneer-Standard Electronics, Inc., by its duly
authorized officer, has executed this Merger Agreement as of the 16th day of
December, 2002.

                                           PIONEER-STANDARD ELECTRONICS, INC.
                                                ("Pioneer")

                                           By:        /s/ Steven M. Billick
                                              ----------------------------------



     American Express Trust Company, as the Pioneer Plan Trustee and the Pioneer
Plan II Trustee, hereby acknowledges receipt of, accepts and executes the
foregoing Merger Agreement.

     American Express Trust Company, as Pioneer Plan Trustee, hereby accepts
assets and related obligations from the Pioneer Plan II Trustee as described in
Article III of the foregoing Merger Agreement, effective December 16, 2002.

                                           AMERICAN EXPRESS TRUST COMPANY
                                               ("Pioneer Plan Trustee" and
                                               "Pioneer Plan II Trustee")


                                           By:     /s/ Tara L. Stonehouse
                                              ----------------------------------
                                                       Vice President
                                                      December 16, 2002




                                       4

EX-5.1

                                                                     EXHIBIT 5.1

                          CALFEE, HALTER & GRISWOLD LLP

                                ATTORNEYS AT LAW

                   -------------------------------------------
                         1400 McDonald Investment Center
                 800 Superior Avenue Cleveland, Ohio 44114-2688
                          216/622-8200 Fax 216/241-0816

                                  June 19, 2003

Pioneer-Standard Electronics, Inc.
6065 Parkland Boulevard
Mayfield Heights, OH  44124

     We are acting as counsel for Pioneer-Standard Electronics, Inc., an Ohio
corporation (the "Company"), with respect to the 300,000 Common Shares, without
par value (the "Plan Shares"), to be offered and sold from time to time pursuant
to the Company's Retirement Plan and Retirement Plan II, as amended
(collectively, the "Plans"). As counsel for the Company, we have assisted in the
preparation of Post Effective Amendment No. 2 to a Registration Statement on
Form S-8, File No. 333-40750, (the "Registration Statement") to be filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to the continued registration of the Plan Shares
to be offered and sold from time to time pursuant to the Plans.

     We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion, and based thereon we are of the
opinion that the Plan Shares have been duly authorized and, when issued and sold
from time to time in the manner contemplated by the Plan and the Registration
Statement, will be validly issued, fully paid and nonassessable.

     Our opinion is limited solely to the laws of the state of Ohio.

     This opinion is intended solely for your use in connection with the filing
of the Registration Statement with respect to the Plan Shares, and may not be
reproduced, filed publicly or relied upon by any other person for any purpose
without the express written consent of the undersigned.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

                                         Respectfully submitted,

                                         /s/ Calfee, Halter & Griswold LLP
                                         ---------------------------------------
                                         CALFEE, HALTER & GRISWOLD LLP

EX-23.1

                                                                    EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Post-Effective Amendment No. 2
of the Registration Statement (Form S-8 No. 333-40750 to be filed on or about
June 19, 2003) and related amendments pertaining to The Retirement Plan of
Pioneer-Standard Electronics, Inc. and The Retirement Plan of Pioneer-Standard
Electronics, Inc. II, as amended, of our report dated May 12, 2003, with respect
to the consolidated financial statements and schedule of Pioneer-Standard
Electronics, Inc. and Subsidiaries included in its Annual Report (Form 10-K) for
the year ended March 31, 2003 filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Cleveland, Ohio
June 16, 2003