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