PIONEER STANDARD ELECTRONICS INC, DEF 14A, 1999-06-28

PIONEER STANDARD ELECTRONICS INC
DEF 14A, 1999-06-28
ELECTRONIC PARTS & EQUIPMENT, NEC

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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

PIONEER-STANDARD ELECTRONICS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

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<PAGE> 2

Pioneer Standard Logo

PIONEER-STANDARD ELECTRONICS, INC.
4800 EAST 131ST STREET / CLEVELAND, OHIO 44105

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

June 28, 1999

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
Pioneer-Standard Electronics, Inc., which will be held at 10:00 a.m. on Tuesday,
July 27, 1999, at the Systems Integration Value Added Center, 28600 Fountain
Parkway, Solon, Ohio. Your Board of Directors and management look forward to
greeting personally those shareholders able to attend.

At the meeting, in addition to electing three Class B Directors, your Board
is asking shareholders to approve the Pioneer-Standard Electronics, Inc. 1999
Stock Option Plan for Outside Directors and the Pioneer-Standard Electronics,
Inc. 1999 Restricted Stock Plan. Detailed information about these proposals is
more fully set forth in the accompanying Proxy Statement for your information.

It is important that your shares are represented and voted at the meeting
whether or not you plan to attend. Accordingly, please sign, date and mail the
enclosed Proxy in the envelope provided, at your earliest convenience.

Thank you for your cooperation and continued support.

/s/ James L. Bayman
James L. Bayman
Chairman of the Board and
Chief Executive Officer
<PAGE> 3

Pioneer Standard Logo

PIONEER-STANDARD ELECTRONICS, INC.
4800 EAST 131ST STREET / CLEVELAND, OHIO 44105

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of the Shareholders (the "Annual Meeting") of
Pioneer-Standard Electronics, Inc. (the "Company") will be held at the Systems
Integration Value Added Center, 28600 Fountain Parkway, Solon, Ohio, on Tuesday,
July 27, 1999, at 10:00 a.m., Eastern Daylight Savings Time, for the following
purposes:

1. To elect three (3) Class B members of the Board of Directors of the
Company to hold office for a term of three (3) years and until their
respective successors are elected;

2. To approve the Pioneer-Standard Electronics, Inc. 1999 Stock Option
Plan for Outside Directors;

3. To approve the Pioneer-Standard Electronics, Inc. 1999 Restricted
Stock Plan; and

4. To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.

Only shareholders of record at the close of business on June 7, 1999 are
entitled to notice of the Annual Meeting and to vote thereat.

By Order of the Board of Directors.

William A. Papenbrock
Secretary

June 28, 1999
<PAGE> 4

Pioneer Standard Logo

PIONEER-STANDARD ELECTRONICS, INC.
4800 EAST 131ST STREET / CLEVELAND, OHIO 44105

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MAILED TO SHAREHOLDERS ON JUNE 28, 1999

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 27, 1999

The Proxy enclosed with this Proxy Statement is solicited by the Board of
Directors of Pioneer-Standard Electronics, Inc. (the "Company") and is to be
used at the Annual Meeting of Shareholders (the "Annual Meeting") to be held on
July 27, 1999, and any adjournments thereof. The time, place and purposes of the
Annual Meeting are stated in the Notice of Annual Meeting of Shareholders which
accompanies this Proxy Statement. Without affecting any vote previously taken, a
shareholder may revoke his or her Proxy by giving notice to the Company in
writing at any time before its exercise or in open meeting. Unless so revoked,
shares represented by a valid Proxy (in the form enclosed and properly signed)
received in time for the voting will be voted in accordance with the directions
contained therein.

The holders of Common Shares of the Company (the only class of shares
outstanding) will be entitled to vote at the Annual Meeting. At the close of
business on June 7, 1999, the date fixed for the determination of persons
entitled to vote, there were 31,134,741 Common Shares outstanding and entitled
to vote at the Annual Meeting, each share being entitled to one vote. Under Ohio
law and the Company's Amended Code of Regulations, if a quorum is present at the
Annual Meeting, the three (3) nominees for election as Directors who receive the
greatest number of votes cast for the election of Directors at the Annual
Meeting by the Common Shares present in person or represented by proxy and
entitled to vote will be elected Directors ("Proposal 1"). The affirmative vote
of the holders of a majority of the Common Shares present in person or
represented by proxy and entitled to vote is required to authorize, approve and
adopt the Pioneer-Standard Electronics, Inc. 1999 Stock Option Plan for Outside
Directors ("Proposal 2") and to authorize, approve and adopt the
Pioneer-Standard Electronics, Inc. 1999 Restricted Stock Plan ("Proposal 3").
Votes that are withheld with respect to the election of Directors will not be
counted in determining the outcome of the election. An abstention from voting
any share with respect to Proposal 2 or Proposal 3 will have the practical
effect of a vote against such proposal. A broker non-vote with respect to any
share will not affect the approval of Proposal 2 or Proposal 3, since the share
is not considered present for voting purposes.

If notice in writing is given by any shareholder to the President, a Vice
President or the Secretary of the Company not less than 48 hours before the time
fixed for holding the Annual Meeting that he or she desires the voting for the
election of Directors to be cumulative, an announcement of the giving of such
notice shall be made upon the convening of the meeting by the Chairman or
Secretary or may be made by or on behalf of the shareholder giving such notice.
Cumulative voting permits each shareholder to cumulate his or her voting power
at such election by giving one nominee as many votes as equals the product of
the number of Directors to be elected multiplied by the number of his votes, or
by distributing his or her votes on the same principle among two or more
nominees, as the shareholder sees fit.
<PAGE> 5

ELECTION OF DIRECTORS

At this Annual Meeting, three Class B Directors are to be elected for a
three-year term ending at the Annual Meeting in 2002. The Board of Directors'
nominees for election are James L. Bayman, Thomas A. Commes and Karl E. Ware.
Mr. Bayman and Mr. Ware currently serve as Directors of the Company. Mr. Commes
has been nominated by the Board of Directors to fill the Class B seat currently
occupied by Gordon E. Heffern, who is 75 years of age and has decided to retire
from the Board for personal reasons after 10 years of service.

The proxyholders named in the accompanying Proxy or their substitutes will
vote such Proxy at the Annual Meeting or any adjournments thereof for the
election as Directors of the three nominees named above unless the shareholder
instructs by marking the appropriate space on the Proxy that authority to vote
is withheld. If cumulative voting is in effect, the proxyholders shall have full
discretion and authority to vote for any one or more of such nominees. In the
event of cumulative voting, the proxyholders can vote the shares represented by
each Proxy so as to maximize the number of Board of Directors' nominees elected
to the Board. Each of the nominees has indicated his willingness to serve as a
Director, if elected. If any nominee should become unavailable for election
(which contingency is not now contemplated or foreseen), it is intended that the
shares represented by the Proxy will be voted for such substitute nominee as may
be named by the Board of Directors. In no event will the accompanying Proxy be
voted for more than three nominees or for persons other than those named above
and any such substitute nominee for any of them.

The following table sets forth, with respect to each of the nominees for
election and the other Directors whose terms will continue after the Annual
Meeting: his principal occupation for the past five years and his directorships
in other publicly-held corporations; the year during which his service as a
Director commenced; his age; and the expiration date of his term or the term for
which he is a nominee.

NOMINEES FOR ELECTION

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR PROPOSED
FOR PAST FIVE YEARS AND OTHER CONTINUOUSLY TERM
NAME DIRECTORSHIPS OF PUBLICLY-HELD CORPORATIONS SINCE AGE EXPIRATION
---- ------------------------------------------- ------------ --- ----------
<S> <C> <C> <C> <C>
CLASS B DIRECTORS
James L. Bayman(1)................... Chief Executive Officer and Chairman of the 1984 62 2002
Board of the Company since April 1995;
President of the Company from June 1984 to
April 1997; Chief Operating Officer of the
Company from June, 1984 to April 1995
Thomas A. Commes..................... President and Chief Operating Officer of N/A 57 2002
The Sherwin-Williams Company (paints and
painting supplies manufacture and
distribution) from June 1986 to March 1999
and a Director of The Sherwin-Williams
Company from April 1980 to March 1999;
Director, Applied Industrial Technologies,
Inc., Generac Portable Products, Inc., and
KeyCorp
</TABLE>

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<PAGE> 6

DIRECTORS CONTINUING IN OFFICE

CLASS A DIRECTORS
Victor Gelb(1)(2)(3)................. President, Victor Gelb, Inc. (Industrial 1971 72 2001
Fibers); Director, Specialty Chemical
Resources
Keith M. Kolerus..................... Retired Vice President, American Division, 1998 53 2001
National Semiconductor (Computer
Components), from 1996 to February 1998;
Vice President, Strategy -- International
Business, National Semiconductor, from 1995
to 1996; President, National Semiconductor
Japan Ltd., from 1992 to 1995; Chairman of
the Board of Directors, National Semi-
conductor Japan Ltd., from 1995 to 1998
Edwin Z. Singer(1)(2)(3)............. Chairman of the Board, Sandusco, Inc. 1974 68 2001
(Wholesale Merchandising, Real Estate)

CLASS C DIRECTORS
Charles F. Christ.................... Retired Vice President and General Manager 1997 60 2000
of Components Division, Digital Equipment
Corporation (Com- puter and Office
Equipment) from July 1994 to July 1997;
prior thereto, Vice President, Storage
Business Unit, Digital Equipment
Corporation; Director, Maxtor Corporation
</TABLE>

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<PAGE> 7

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR PROPOSED
FOR PAST FIVE YEARS AND OTHER CONTINUOUSLY TERM
NAME DIRECTORSHIPS OF PUBLICLY-HELD CORPORATIONS SINCE AGE EXPIRATION
---- ------------------------------------------- ------------ --- ----------
<S> <C> <C> <C> <C>
Arthur Rhein......................... President and Chief Operating Officer of 1990 53 2000
the Company since April 1997; prior
thereto, Senior Vice President of the
Company from April 1993 until April 1997
and Vice President -- Marketing from 1986
to April 1993
Thomas C. Sullivan(1)(3)............. Chairman of the Board and Chief Executive 1984 61 2000
Officer, RPM, Inc. (Specialty Coatings and
Membranes); Director, National City Bank (a
subsidiary of National City Corporation),
Huffy Corporation, and Kaydon Corporation
</TABLE>

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(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.

INFORMATION REGARDING MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS AND
COMPENSATION OF DIRECTORS

The Board of Directors has an Executive Committee, an Audit Committee and a
Compensation Committee. The Executive Committee, which held no meetings during
the last fiscal year ended March 31, 1999, exercises the power and authority of
the Board of Directors in the interim period between Board meetings. The Audit
Committee, which held three (3) meetings during the last fiscal year, reviews
with the Company's independent auditors the proposed scope of the Company's
annual audits and audit results, reviews the adequacy of internal financial
controls, reviews internal audit functions, provides recommendations as to the
engagement of independent auditors, and reviews any problems identified by
either the internal or external audit functions. The Compensation Committee,
which held five (5) meetings during the last fiscal year, reviews and makes
recommendations concerning executive officers' compensation and employment
agreements and the Company's stock option plans. The Compensation Committee also
reviews and makes recommendations concerning outside Director compensation. The
Board of Directors serves as the Company's nominating committee.

The Board of Directors held five (5) meetings during the fiscal year.
During the fiscal year, no Director attended less than 75% of the aggregate of
(i) the total number of meetings of the Board of Directors held during the
period he served as a Director and (ii) the total number of meetings held by
Committees of the Board on which he served, during the periods that he served,
except for Mr. Heffern who attended 70% of such meetings.

Directors who are not also employees of the Company receive an annual fee
of $20,000 and $1,000 for each Board or Committee meeting attended. In addition,
such Directors receive $1,000 for each Board or Committee telephone conference
in which he participates. In the event that more than one Board or Committee
meeting is held on the same day, the Directors involved receive $500 for the
second meeting attended. As Chairman of the Audit Committee, Mr. Singer received
an annual fee of $4,000 in addition to

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<PAGE> 8

any fees he received as a Committee member, and, as Chairman of the Compensation
Committee, Mr. Gelb received an annual fee of $4,000 in addition to any fees he
received as a Committee member.

Upon their election or appointment to the Board of Directors, outside
Directors also receive, under the Company's 1995 Stock Option Plan for Outside
Directors, an option to purchase 7,500 Common Shares of the Company. Such option
has an exercise price equal to the fair market value of a Common Share of the
Company on the date of grant, becomes exercisable in equal parts over a four
year period commencing with the date of grant, and expires ten (10) years from
the date of grant, unless the Director's services are earlier terminated.

The Company also provides a Deferred Compensation Plan for its outside
Directors. The Plan provides that the Director may elect, no later than 15 days
prior to the start of a fiscal year, to defer all or a part of their
compensation for the following year, which deferral will continue until the
election is revoked. Deferred compensation is credited to a Director's account,
at the Director's option, as a cash allotment or stock allotment. Amounts
deferred as a cash allotment bear interest at the National City Bank prime
interest rate. Amounts deferred as a stock allotment are credited to the
Director's account as the stock equivalent of the number of Company Common
Shares that could be purchased with the dollar amount of the allotment at the
last sales price of the Company's Common Shares on the last trading day of the
applicable quarter. Distributions of the final account balance in a Director's
account are payable in cash in five equal annual installments, or such other
distribution schedule requested by the Director which is acceptable to the
Company, commencing six months after the date on which the person ceases to be a
Director or the date on which the Director elects to terminate participation in
the Plan. The Plan also provides for various payment terms to beneficiaries in
the event of the Director's death.

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<PAGE> 9

SHARE OWNERSHIP

The following table sets forth the number of Common Shares of the Company
beneficially owned by each Director nominee and Director; the Chief Executive
Officer and each of the Executive Officers of the Company; all Directors and
Executive Officers as a group; persons known to the Company to own beneficially
in excess of five percent of the Common Shares; and the percent of the class so
owned as of June 7, 1999, unless otherwise indicated.

<TABLE>
<CAPTION>
NUMBER OF
COMMON SHARES
BENEFICIALLY PERCENT
NAME OWNED(1) OF CLASS
---- ------------- --------
<S> <C> <C>
DIRECTOR NOMINEES AND DIRECTORS (EXCLUDING EXECUTIVE
OFFICERS)(2)
Charles F. Christ........................................... 4,500(3) *
Thomas A. Commes............................................ 20,000 .1
Victor Gelb................................................. 37,752(4) .1
Gordon E. Heffern........................................... 15,397(4) *
Keith M. Kolerus............................................ 8,000(5) *
Edwin Z. Singer............................................. 95,579(4)(6) .3
Thomas C. Sullivan.......................................... 13,875(4) *
Karl E. Ware................................................ 10,250(4) *
EXECUTIVE OFFICERS(2)
James L. Bayman............................................. 1,339,016(7) 4.3
Gregory T. Geswein.......................................... -- --
John V. Goodger............................................. 224,054(8) .7
Arthur Rhein................................................ 258,212(9) .8
All Directors and Executive Officers as a group (12
persons).................................................. 2,031,322(10) 6.4
OTHER PERSONS
Fiduciary Management, Inc.
225 East Mason Street
Milwaukee, Wisconsin 53202................................ 2,412,255(11) 7.7
Putnam Investments, Inc.
One Post Office Square
Boston, Massachusetts 02109............................... 2,201,089(12) 7.1
Wachovia Corporation
Wachovia Bank, National Association
100 North Main Street
Winston-Salem, North Carolina 27150....................... 4,056,202(13) 13.0
The Prudential Insurance Company of America
751 Broad Street
Newark, New Jersey 07102-3777............................. 2,606,300(14) 8.4
</TABLE>

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* Shares owned are less than one-tenth of one percent of class.

(1) Except where otherwise indicated, beneficial ownership of the Common Shares
held by the persons listed in the table above comprises both sole voting
and dispositive power, or voting and dispositive power that is shared with
the spouses of such persons.

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<PAGE> 10

(2) The address of each Director nominee, Director and Executive Officer is
4800 East 131st Street, Cleveland, Ohio 44105.

(3) Includes 4,500 Common Shares which the Director has the right to acquire
within 60 days of June 7, 1999 through the exercise of stock options
granted to the Director under the 1995 Stock Option Plan for Outside
Directors.

(4) Includes 7,500 Common Shares which the Director has the right to acquire
within 60 days of June 7, 1999 through the exercise of stock options
granted to the Director under the 1995 Stock Option Plan for Outside
Directors.

(5) Includes 3,000 Common Shares which the Director has the right to acquire
within 60 days of June 7, 1999 through the exercise of stock options
granted to the Director under the 1995 Stock Option Plan for Outside
Directors.

(6) Includes 70,000 Common Shares beneficially owned by a corporation
controlled by Mr. Singer.

(7) Includes (i) 68,054 Common Shares which Mr. Bayman has the right to acquire
within 60 days of June 7, 1999, through the exercise of stock options
granted to him under the 1991 Stock Option Plan and (ii) 611,567 restricted
Common Shares which Mr. Bayman was granted under the Pioneer-Standard
Electronics, Inc. 1999 Restricted Stock Plan, as to which Mr. Bayman has
sole voting power but no dispositive power until such shares have become
vested. See "Proposal to Approve the 1999 Restricted Stock Plan."

(8) Includes (i) 108,811 Common Shares which Mr. Goodger has the right to
acquire within 60 days of June 7, 1999, through the exercise of stock
options granted to him under the 1982 Incentive Stock Option Plan and 1991
Stock Option Plan and (ii) 112,231 restricted Common Shares which Mr.
Goodger was granted under the Pioneer-Standard Electronics, Inc. 1999
Restricted Stock Plan, as to which Mr. Goodger has sole voting power but no
dispositive power until such shares have become vested. See "Proposal to
Approve the 1999 Restricted Stock Plan."

(9) Includes 215,125 Common Shares which Mr. Rhein has the right to acquire
within 60 days of June 7, 1999, through the exercise of stock options
granted to him under the 1982 Incentive Stock Option Plan and the 1991
Stock Option Plan.

(10) The number of Common Shares shown as beneficially owned by the Company's
Directors and Executive Officers as a group includes 436,990 Common Shares
which such persons have the right to acquire within 60 days of June 7, 1999
through the exercise of stock options granted to them under the 1982
Incentive Stock Option Plan, the 1991 Stock Option Plan and the 1995 Stock
Option Plan for Outside Directors.

(11) As reported on a Schedule 13G report dated January 31, 1999. The reporting
person has shared dispositive power with respect to 273,100 shares.

(12) As reported on a Schedule 13G report dated March 9, 1999. The reporting
person has shared voting power with respect to 429,406 Common Shares and
shared dispositive power with respect to 2,201,089 shares. Of the shares
shown in the table, Putnam Investment Management, Inc. and The Putnam
Advisory Company, Inc., which are wholly owned subsidiaries of Putnam
Investments, Inc. and are located at the same address as Putnam
Investments, Inc., beneficially own 828,279 Common Shares and 1,372,810
Common Shares, respectively.

(13) The reporting person has shared voting power with respect to the 4,056,202
Common Shares. These shares are held in The Pioneer Stock Benefit Trust, of
which the reporting person is trustee, pursuant to the Share Subscription
Agreement and Trust effective as of July 2, 1996, between the Company and
Wachovia Bank of North Carolina, N.A.

(14) As reported on a Schedule 13G report dated January 29, 1999. The reporting
person has shared voting and dispositive power with respect to 1,280,800
Common Shares.

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<PAGE> 11

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to the Company for the
years ended March 31, 1999, 1998 and 1997, of all those persons who were during
the 1999 fiscal year (i) the Chief Executive Officer and (ii) the other Board
elected Executive Officers of the Company (collectively, the "Named
Executives").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------------------------- ----------------
OTHER SECURITIES
NAME AND ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1) OPTIONS COMPENSATION (2)
------------------ ---- -------- -------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
James L. Bayman........ 1999 $425,000 $398,653 $-- 200,000 $43,926
Chairman of the 1998 300,000 479,748 -- 25,000 43,816
Board and Chief 1997 300,000 336,910 -- -- 41,365
Executive Officer
Arthur Rhein........... 1999 350,000 323,906 -- 150,000 33,184
President and Chief 1998 271,250 390,108 -- 20,000 32,573
Operating Officer 1997 230,000 273,740 -- -- 10,742
John V. Goodger........ 1999 200,000 74,747 -- 80,000 28,513
Vice President, 1998 150,000 89,640 -- 5,000 29,842
Treasurer and 1997 150,000 63,171 -- -- 11,733
Assistant Secretary
</TABLE>

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

(1) Unless otherwise indicated, no Executive Officer named in the Summary
Compensation Table received personal benefits or perquisites in excess of
the lesser of $50,000 or 10% of his aggregate salary and bonus.

(2) Consists of (i) contributions by the Company on behalf of the Named
Executives to the Pioneer-Standard Electronics, Inc. Employees' Profit
Sharing Retirement Plan, which during fiscal 1999 were as follows: James L.
Bayman, $6,689; Arthur Rhein, $7,444; and John V. Goodger, $5,146; and (ii)
premiums paid for split dollar life insurance by the Company, which during
fiscal 1999 were as follows: James L. Bayman, $37,237; Arthur Rhein,
$25,740; and John V. Goodger, $23,367.

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<PAGE> 12

OPTION GRANTS, EXERCISES AND YEAR-END VALUES

The following table sets forth information regarding grants of stock
options to the Named Executives under the 1991 Stock Option Plan during the
fiscal year ended March 31, 1999. The options were granted at the fair market
value on the date of grant for a term of ten (10) years.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE AT
NUMBER OF OPTIONS ASSUMED ANNUAL RATES OF
SECURITIES GRANTED TO STOCK PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OPTION TERM (10 YEARS)
OPTIONS IN FISCAL PRICE EXPIRATION ------------------------------
NAME GRANTED YEAR ($/SHARE) DATE 5% 10%
---- ---------- ---------- --------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Bayman............... 100,000(1) 8.1% $12.25 4/28/08 $770,000 $1,952,000
100,000(2) 8.1 8.75 1/15/09 550,000 1,395,000
Arthur Rhein.................. 75,000(3) 6.1 12.25 4/28/08 577,500 1,464,000
75,000(4) 6.1 8.75 1/15/09 412,500 1,046,250
John V. Goodger............... 40,000(5) 3.2 12.25 4/28/08 308,000 780,800
40,000(6) 3.2 8.75 1/15/09 220,000 558,000
</TABLE>

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

(1) Options become exercisable as to 50,000 shares on April 28, 1999 and 50,000
shares on April 28, 2000.

(2) Options become exercisable as to 41,300 shares on January 15, 2000, 47,300
shares on January 15, 2001 and 11,400 shares on January 15, 2002.

(3) Options become exercisable as to 20,900 shares on April 28, 1999, 20,900
shares on April 28, 2000, 20,900 shares on April 28, 2001, 4,200 shares on
April 28, 2007 and 8,100 shares on April 28, 2008.

(4) Options become exercisable as to 21,200 shares on January 15, 2000, 21,200
shares on January 15, 2001, 21,200 shares on January 15, 2002 and 11,400
shares on January 15, 2009.

(5) Options become exercisable as to 20,000 shares on November 28, 1998 and
20,000 shares on April 28, 1999.

(6) Options become exercisable as to 14,500 on August 15, 1999 and 25,500 shares
on January 15, 2000.

Shown below is information with respect to the exercise of options to
purchase the Company's Common Shares by the Named Executives and unexercised
options to purchase the Company's Common Shares for the Named Executives.

OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR-END AT FISCAL YEAR-END (1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Bayman............... -- -- 9,974 220,026 $ -- $ --
Arthur Rhein.................. -- -- 178,025 249,200 397,550 26,035
John V. Goodger............... -- -- 78,436 70,627 42,109 2,543
</TABLE>

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

(1) Based on the difference between the exercise price of such options and the
closing price of a share of the Company's Common Shares on the Nasdaq
National Market on March 31, 1999 ($6.563).

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<PAGE> 13

EMPLOYMENT AGREEMENTS

The Company entered into Employment Agreements with James L. Bayman, Arthur
Rhein and John V. Goodger, effective April 1, 1997. The Employment Agreements
provided for a one (1) year employment term and thereafter for an automatic
renewal of an additional one (1) year period on each successive anniversary of
the effective date subject to (i) termination by the Company effective as of any
anniversary of the effective date, (ii) death or disability, (iii) termination
by the Company, for cause (as defined) or without cause at any time, and (iv)
the officer's voluntary termination. For the fiscal year ending March 31, 1999,
Messrs. Bayman, Rhein and Goodger received an annual base salary under the
Employment Agreements of $425,000, $350,000 and $200,000, respectively. The
Employment Agreement for Mr. Bayman provides for an annual cash incentive bonus
payment equal to the product of 8/10 of 1% of "actual operating income" of the
Company, multiplied by the ratio of the Company's "actual return on capital" to
20.4%. The term "actual operating income" is defined as income before income tax
and interest expense. The term "actual return on capital" is defined as the
Company's "actual operating income" divided by the sum of its interest-bearing
debt, plus equity (the denominator is calculated for each fiscal year as the
average of such amounts for the Company's four (4) fiscal quarters). All amounts
used to calculate the incentive compensation payment reflect the operations of
the Company and its consolidated subsidiaries in conformity with generally
accepted accounting principles. Messrs. Rhein and Goodger will receive annual
cash incentive bonuses for fiscal year ending March 31, 1999 in an amount equal
to 65/100 of 1%, and 15/100 of 1%, respectively, of the Company's adjusted
income as computed in accordance with the above formula.

The Company has entered into Amended and Restated Employment Agreements
effective April 1, 1999, with each of the above officers and also with Mr.
Gregory T. Geswein, who was elected Senior Vice President and Chief Financial
Officer on April 27, 1999. Mr. Geswein will receive a base salary of $300,000
and an annual cash incentive bonus for fiscal year ending March 31, 2000 in an
amount equal to 40/100 of 1% of the Company's adjusted income as computed in
accordance with the above formula or a guaranteed cash bonus of $100,000,
whichever is greater.

Mr. Bayman's Agreement has a term of three (3) years with an option on his
part to reduce the term to two (2) years, Mr. Goodger's Agreement has a term of
two (2) years with an option on his part to reduce the term to one (1) year, and
Messrs. Rhein's and Geswein's Agreements have a term of one (1) year and
thereafter are renewed automatically for successive one (1) year terms unless
terminated as discussed above. Under their Agreements, each of Messrs. Bayman
and Goodger has three (3) year employment/consulting arrangements with the
Company after expiration of their respective terms as officers of the Company
pursuant to which they will be paid $110,000 and $55,000 per year, respectively,
for their part time services and during which period they will remain employees
of the Company for all purposes.

In addition to their rights in the event they are terminated without cause
or are terminated for disability, in the event of termination in connection with
a "change in control," Messrs. Bayman, Rhein, Geswein and Goodger have the right
to terminate their employment with the Company and are entitled to receive an
amount equal to one month of their then base salary, plus an amount equal to
their previous 36 months of base salary, payable in one payment immediately upon
such termination. In addition, each of Messrs. Bayman, Rhein, Geswein and
Goodger are entitled to immediate payment of an amount equal to their bonuses
for the three (3) previously completed fiscal years, if any. Messrs. Bayman,
Rhein, Geswein and Goodger also will be entitled to receive vested bonus amounts
for the then current fiscal year payable in accordance with certain provisions
of their Employment Agreements. For three (3) years following such termination,
Messrs. Bayman, Rhein, Geswein and Goodger also will be entitled to all benefits
and service credits for benefits under all employee benefit plans, programs or
arrangements of the Company. A "change in control" is defined as (i) the
acquisition by any person of beneficial ownership, directly or indirectly, of
securities of the Company

10
<PAGE> 14

representing 20% or more of the combined voting power of the Company's then
outstanding securities or (ii) during any period of 12 consecutive months,
individuals who were Directors of the Company at the beginning of the period,
and for whom such officers voted as a shareholder, cease for any reason to
constitute at least a majority of the Board of Directors of the Company.

Upon either voluntary termination or termination for cause (as defined) of
any Officer, no further remuneration payments will be due under his Employment
Agreement. The Agreements also prohibit the Officer from competing with the
Company or interfering with the Company's relationships with its customers and
employees if the Officer's employment with the Company is terminated for any
reason other than in connection with a change in control.

Effective April 1, 1999, if Mr. Bayman should elect to terminate his
employment because of a "change in control," he is entitled to receive, in
addition to his change in control payments, an amount equal to the 20% excise
tax, if any, to be paid by Mr. Bayman pursuant to the provisions of Section 4999
of the Internal Revenue Code of 1986, as amended, which amount shall be
increased by the aggregate of the amount of any federal, state, and local income
taxes and excise taxes for which he may become liable on account of the receipt
of the excise tax payment. Upon a change in control, payments to Mr. Bayman that
may give rise to excise tax liability include those amounts that, in the
aggregate, exceed an amount equal to the average compensation received by Mr.
Bayman during the prior five (5) years, and may include, in addition to the base
salary and bonus payments as discussed above, the value calculated pursuant to
Section 280G and the proposed Treasury Regulations thereunder received by Mr.
Bayman upon the accelerated vesting of restricted shares and stock options upon
the change in control. The Agreement also provides for payment by the Company of
up to $500,000 of legal fees incurred by Mr. Bayman in the event that, following
a "change in control," Mr. Bayman may be caused to institute or defend legal
proceedings to enforce his rights under his Employment Agreement. The Agreements
for Messrs. Rhein, Geswein and Goodger also provide for similar payments.

Had a "change in control" and termination of employment occurred on June 7,
1999, Mr. Bayman would have received $2,240,311 under his Employment Agreement
(three years' base salary plus incentive bonuses) and, assuming that the
proposed Restricted Stock Plan had received shareholder approval on or before
such date, the 611,567 Common Shares issued to him under the proposed Restricted
Stock Plan valued at $6,956,575 (on June 7, 1999 the Company's Common Shares
closed at $11.375 per share on The Nasdaq Stock Market) would have become vested
and would be considered additional taxable income. Mr. Rhein would have received
$1,839,004 under his Employment Agreement. Mr. Goodger would have received
$727,558 under his Employment Agreement and the 112,231 Common Shares issued to
him under the proposed Restricted Stock Plan valued at $1,276,628 would have
become vested and would be considered additional taxable income. Mr. Geswein,
who joined the Company on April 1, 1999, would have received $1,200,000 (three
times his current $300,000 base salary and guaranteed minimum bonus of
$100,000). In addition, all stock options granted to the above individuals would
have become immediately vested. To the extent that any of the above would be
considered an excess parachute payment under Section 4999 subject to the 20%
excise tax, the Company would be obligated to reimburse the officers for such
tax plus any additional excise tax thereon, plus all federal, state and local
income taxes on the excise tax reimbursements at a combined assumed rate of
forty-seven percent (47%), all or part of which may not be tax deductible by the
Company as an ordinary and necessary business expense. Pursuant to this tax
reimbursement ("gross up") provision and based upon certain assumptions,
including that there would be no reduction in the excess parachute payment
attributable to a covenant not to compete, the estimated cash payments would
have been as follows: Mr. Bayman $2,882,208, Mr. Rhein $818,837, Mr. Goodger
$567,144 and Mr. Geswein $602,330. These payments might have the effect of
discouraging any possible acquisition or hostile takeover of the

11
<PAGE> 15

Company. However, depending on the facts and circumstances at the time of an
actual "change in control," the payments due to Messrs. Bayman, Rhein, Geswein
and Goodger under their Employment Agreements may be materially larger or
smaller, and may include additional benefits and payments under other employee
benefit plans, programs, perquisites or arrangements of the Company not
considered in the above analysis.

SHAREHOLDER RETURN PERFORMANCE PRESENTATION

The following chart compares the value of $100 invested in the Company's
Common Shares with a similar investment in the S&P Stock Index ("S&P 500") and
the companies listed in the SIC Code 5065--Electronic Parts and Equipment N.E.C.
Index ("Peer Group") for the period March 31, 1994 through March 31, 1999.
line chart

<TABLE>
<CAPTION>
PIONEER-STANDARD S&P 500 INDEX PEER GROUP
---------------- ------------- ----------
<S> <C> <C> <C>
'1994' 100 100 100
'1995' 121 116 111
'1996' 154 153 134
'1997' 129 183 138
'1998' 125 271 152
'1999' 68 321 86
</TABLE>

12
<PAGE> 16

COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

The Company's Compensation Committee is comprised of four (4) outside
Directors of the Company. The Compensation Committee is responsible for
reviewing, implementing and administering the Company's existing and proposed
executive officer and director compensation and employment arrangements and
plans.

Set forth below is a report submitted by Messrs. Gelb, Heffern, Singer and
Sullivan in their capacity as members of the Compensation Committee which
addresses the factors considered in determining 1999 fiscal year compensation of
Mr. James L. Bayman, Chairman and Chief Executive Officer of the Company, and
Messrs. Arthur Rhein and John V. Goodger. The report also addresses (i) the
Company's compensation philosophy and objectives, (ii) base salary, retirement
and other benefit changes for fiscal year March 31, 2000 which were implemented
as the result of a comprehensive review of Executive Officer compensation, (iii)
targeted annual stock option awards, and (iv) payments to be made to the
Officers under their Employment Agreements in the event of a "change in
control." Finally, the report addresses matters relating to the proposed 1999
Stock Option Plan for Outside Directors.

FISCAL 1999 COMPENSATION DECISIONS

Salaries. At an April 27, 1998 meeting, the Compensation Committee reviewed
the base salaries of the Named Executives and recommended that the Board
increase those salaries for fiscal year ending March 31, 1999 as follows: Mr.
Bayman from $300,000 to $425,000; Mr. Rhein from $275,000 to $350,000 and Mr.
Goodger from $150,000 to $200,000 per annum, effective April 1, 1998. In
addition, the Compensation Committee recommended that the Board pay a one time
special bonus of $100,000 to each of Messrs. Bayman and Rhein if the Company
attained a specific earnings per share target on an "all or nothing" basis. This
target was not attained and thus the special bonus was not paid.

Annual Incentive Compensation. Annual cash incentive compensation was
awarded to the Named Executives in the form of cash paid pursuant to a formula
contained in their Employment Agreements. Cash incentives for the fiscal year
ending March 31, 1999, were paid to Messrs. Bayman, Rhein and Goodger in an
amount equal to 8/10 of 1%, 65/100 of 1%, and 15/100 of 1%, respectively, of the
Company's adjusted 1999 fiscal year income as computed in accordance with the
formula contained in the Named Executives' employment agreements. Based upon the
results of operations for the Company's March 31, 1999 fiscal year, Mr. Bayman
received a cash incentive award of $398,653, Mr. Rhein received a cash incentive
award of $323,906, and Mr. Goodger received a cash incentive award of $74,747.

Stock Options. On April 28, 1998, Mr. Bayman recommended to the
Compensation Committee that options to acquire Common Shares be granted to the
Named Executives and certain other key management employees totaling 569,000
shares, including 100,000 shares to Mr. Bayman, 75,000 shares to Mr. Rhein, and
40,000 shares to Mr. Goodger. The grant of options to Messrs. Bayman, Rhein and
Goodger was subject to shareholder approval of the proposal to amend the 1991
Stock Option Plan, as amended, to increase the number of authorized shares under
the Plan by 1,500,000 shares from 1,968,750 to 3,468,750 shares, which amendment
was approved by the shareholders at the Company's July 1998 Annual Meeting. In
making its decision, the Compensation Committee reviewed the equity interest in
the Company held by Messrs. Bayman, Rhein and Goodger, the desirability of
increasing such equity interest, and the performance of Messrs. Bayman, Rhein,
and Goodger. The Compensation Committee's decision with respect to the grant of
stock options primarily was based on Mr. Bayman's recommendations, and the
balance of the Committee's decision was based on the other factors discussed
above.

13
<PAGE> 17

On January 15, 1999, Mr. Bayman recommended to the Compensation Committee
that additional options to acquire Common Shares be granted to the Named
Executives and certain other key management employees totaling 668,000 shares,
including 100,000 shares to Mr. Bayman, 75,000 shares to Mr. Rhein and 40,000
shares to Mr. Goodger. This option award was in advance of and is in lieu of the
grant of options by the Compensation Committee which normally takes place in
March or April of each year. Thus, no further option awards will be made to
these individuals during fiscal year ending March 31, 2000. The purpose of the
January 1999 option grant was to recognize the loss in value of unexercised,
previously granted options due to unfavorable market conditions. The Committee
believes that this award of stock options was prudent for the retention and
current incentive of Company management and will provide additional long term
incentive to the Named Executives and other key management employees and thus
was in the best interest of the shareholders.

CHIEF EXECUTIVE OFFICER COMPENSATION

Mr. Bayman, the Chairman of the Board and Chief Executive Officer during
fiscal 1999, received a salary of $425,000, as described above. Mr. Bayman also
received the stock options and $398,653 cash incentive payment for fiscal year
1999 as described above.

PHILOSOPHY AND OBJECTIVES

In November 1998, at the request of the Compensation Committee, the Company
retained the services of Ernst & Young LLP as consultants to conduct a
comprehensive review of Executive Officer compensation. The objective was to
compare the Company's Executive Officers' base salaries, short term annual cash
bonus incentives, long term stock incentives, and retirement benefits and
perquisites to a peer group of twenty (20) companies compiled by Ernst & Young
LLP, some of which are included in the peer group used in "Shareholder Return
Performance Presentation" above. The first report was submitted to the Committee
in January 1999, and the review process continued through April 1999, at which
time the Committee, with the assistance of Ernst & Young LLP and Company
counsel, and with the concurrence of the Company's Executive Officers,
recommended the following matters to the Company's Board of Directors.

Compensation Philosophy. The compensation philosophy for Executive
Officers incorporates the following objectives regarding the Company's executive
compensation program:

(1) The Company's objective is to pay competitive base salary at the 50th
percentile of the compensation peer group;

(2) Annual cash bonus incentives are targeted at the 50th percentile of the
compensation peer group;

(3) The long-term stock incentive program also generally targets the 50th
percentile of the compensation peer group; and

(4) Executive compensation will be reviewed annually based on a
compensation peer group which may be modified from time to time to
represent changes in business strategy.

Compensation Objectives. The Compensation Committee believes that the
executive compensation program will promote the following long-term Company
objectives:

(1) To attract, retain and motivate executives who can significantly
contribute to the success of the Company;

14
<PAGE> 18

(2) To reward the achievement of business objectives that have been
approved by the Board;

(3) To provide a rational, consistent and competitive executive
compensation program that is well understood by those to whom it
applies; and

(4) To tie a significant portion of executive compensation to the long-term
performance of the Company's Common Shares.

The Committee believes that if these objectives are consistently achieved,
shareholder value will be enhanced over time.

Peer Group Analysis. Ernst & Young LLP developed a compensation peer group
comprised of twenty (20) companies (1) representing the Company's lines of
business and revenue size, and (2) companies that may compete with the Company
for executive talent.

Base Salary. Based on the fact that the Company's Executive Officer base
salary compensation is substantially below the 50th percentile market consensus
and the recommendations of Ernst & Young LLP, the Compensation Committee and the
Board of Directors approved the following base salaries for the March 31, 2000
fiscal year:

<TABLE>
<CAPTION>
BASE SALARY
-----------
<S> <C>
Mr. Bayman, Chairman and Chief Executive Officer............ $500,000
Mr. Rhein, President and Chief Operating Officer............ $400,000
Mr. Geswein, Senior Vice President and Chief Financial $300,000
Officer...................................................
Mr. Goodger, Vice President, Treasurer and Assistant $225,000
Secretary.................................................
</TABLE>

The Committee recognized that even at these base salary levels, total cash
compensation, including cash incentive awards, paid to the Company's elected
Executive Officers still is significantly below the 50th percentile market
consensus of the above referenced peer group. The Committee intends to continue
to review base salaries during fiscal year 2000 and, in addition, will continue
to review annual cash incentive awards for the Executive Officers. Until a new
annual cash incentive plan is approved and adopted, the current incentive cash
bonus formula contained in the Executive Officers' Employment Agreements will
continue for fiscal year 2000. The current incentive cash bonus formula and
payments made pursuant thereto are not qualified under Section 162(m) of the
Internal Revenue Code of 1986.

Stock Option Target Awards. With respect to stock options, the
Compensation Committee recommended a target annual grant rate of up to a maximum
of 2% of diluted common shares outstanding. The top five paid Executive Officers
will receive stock option grants based on the Black-Scholes Multiple targeted
generally at the 50th percentile, with all remaining options available allocated
to non-top five paid Executive Officers. The Chief Executive Officer will make
recommendations to the Compensation Committee on the allocation of options to
Executives and other key employees. These stock option awards will continue to
be made under the Company's existing 1991 Stock Option Plan, which has been
approved by the Company's Shareholders.

Retirement and Other Benefits. Based upon the Ernst & Young LLP
compensation review, the Compensation Committee recognized that the retirement
benefits currently being offered to the Named Executives are significantly less
than competitive. Therefore, the Compensation Committee recommended and the
Board of Directors adopted additional executive retirement and other benefits as
follows:

15
<PAGE> 19

- - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP)

A "SERP" has been established to provide retirement cash benefits in an
amount not to exceed 50% of their final average earnings to a select group of
highly-compensated management employees, which includes elected officers and
others selected by the Compensation Committee. Earnings for this purpose would
be base salary, including pre-tax deferrals, plus annual incentive compensation.
It was decided that Messrs. Bayman and Goodger would not be covered by the SERP
but rather would be covered by the Restricted Stock Plan discussed below.
Provision is made in the SERP to permit establishment of a "rabbi trust" to set
aside assets if deemed appropriate by the Company.

- - 1999 RESTRICTED STOCK PLAN

Due to the nearness to retirement age of Messrs. Bayman and Goodger, the
Compensation Committee concluded that providing retirement benefits under the
SERP would have a substantial negative effect on cash flow. Therefore, it was
concluded that Messrs. Bayman and Goodger would be excluded from the SERP and
would instead be covered by a separate Restricted Stock Plan. That Plan provides
for a one-time grant of restricted Common Shares to Messrs. Bayman and Goodger
of 611,567 and 112,231, respectively, which are the amounts calculated by Ernst
& Young LLP as an actuarial approximation of participation in the SERP. The
Restricted Stock Plan provides for the vesting of the Shares over a three (3)
year period and is, therefore, to a significant extent a reward for future
service rather than solely a substitute for the SERP. The Restricted Stock Plan
and the issuance of the Shares to Messrs. Bayman and Goodger are subject to
shareholder approval at the 1999 Annual Meeting. See "Proposal to Approve the
1999 Restricted Stock Plan."

- - BENEFIT EQUALIZATION PLAN

A Benefit Equalization Plan has been established to permit the Company to
set aside amounts for retirement on a profit sharing and 401(k) type basis in
excess of amounts allowed under the Company's 401(k) Profit Sharing Plan.
Additional voluntary deferrals of compensation also are permitted under the
Benefit Equalization Plan. The Plan is limited to a select group of elected
officers and other highly-compensated management employees selected by the
Compensation Committee. Provision is made to permit establishment of a "rabbi
trust" to set aside assets if deemed appropriate by the Company.

- - SUPPLEMENTAL EXECUTIVE DISABILITY PLAN

A Supplemental Executive Disability Plan has been established to provide
enhanced disability benefits to the elected officers and others selected by the
Chief Executive Officer of the Company. The disability benefit would be 60% of
base salary, including pre-tax deferrals, plus annual incentive compensation.

Change in Control Provisions. The Compensation Committee also recommended
and the Board of Directors approved an increase of the "change in control"
severance payment from two (2) to three (3) times base salary plus annual
incentive cash bonus compensation as well as an excise and income tax gross up
on the excise tax payment for the Named Executives for the cash severance
payments to be received as well as the restricted stock issued to Messrs. Bayman
and Goodger. These changes are included in the Amended and Restated Employment
Agreements of the Named Executives and in Mr. Geswein's Employment Agreement
described under "Compensation of Executive Officers -- Employment Agreements."

The Company's compensation arrangements and plans are currently structured
in such a manner that it is possible that the compensation which may be paid one
or more Named Executives in the fiscal year ended March 31, 2000 will exceed $1
million. The Compensation Committee believes that it is in the best interests

16
<PAGE> 20

of shareholders to retain as much flexibility as possible, presently and in the
future, with respect to the Company's compensation arrangements and plans.
However, the Compensation Committee recognizes that Section 162(m) of the
Internal Revenue Code of 1986, as amended, provides that no tax deduction is
allowed for remuneration paid by the Company to any Named Executive to the
extent the remuneration paid exceeds $1 million, except for shareholder approved
compensation plans that also meet certain other Internal Revenue Code
requirements.

BOARD OF DIRECTORS COMPENSATION

Since 1995 the outside Directors of the Company have received, upon their
appointment or election to the Board, a one-time grant of non-transferable,
nonqualified options to purchase 7,500 Common Shares at fair market value on the
date of grant. Such options vest in equal parts over a four year period,
commencing with the date of grant, and expire on the earlier of the tenth
anniversary of the date of grant or the termination of the Director's services.
On April 27, 1999, at the recommendation of the Compensation Committee, and
based upon the results of the Ernst & Young LLP executive compensation review,
the Board of Directors adopted, subject to shareholder approval at the 1999
Annual Meeting, a 1999 Stock Option Plan for Outside Directors which provides
for an annual award to outside Directors of non-transferable, nonqualified
options to purchase 7,500 Common Shares at fair market value on the date of
grant. The options vest immediately and expire on the earlier of the tenth
anniversary of the date of grant or, provided that the Director has not been
removed for cause or voluntarily resigned from the Board, two (2) years
following the termination of the Director's services. A total of 105,000 Common
Shares may be granted under the Plan. Assuming shareholder approval of the Plan,
a total of 52,500 shares will be issued to outside Directors on July 27 at the
fair market value of the Company's Common Shares on that date. See "Proposal to
Approve the 1999 Stock Option Plan for Outside Directors."

ADDITIONAL MATTERS

Finally, the Board of Directors has implemented a self evaluation program
which is monitored by the Compensation Committee and is considering the adoption
of a mandatory retirement policy for Executive Officers and members of the Board
of Directors.

THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Victor Gelb (Chairman)
Gordon E. Heffern
Edwin Z. Singer
Thomas C. Sullivan

17
<PAGE> 21

PROPOSAL TO APPROVE THE 1999 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

At the Annual Meeting, shareholders will be asked to vote on a proposal to
approve the Pioneer-Standard Electronics, Inc. 1999 Stock Option Plan for
Outside Directors (the "1999 Plan"), which provides for the granting of options
to purchase the Company's Common Shares to eligible Directors of the Company.

GENERAL

In April 1999, in conjunction with its comprehensive review of the
Company's officer and director compensation practices, Ernst & Young LLP
recommended that Directors receive an annual grant of options that are
immediately exercisable. In order to implement the recommendation of Ernst &
Young LLP, on April 27, 1999 the Board of Directors approved the establishment
of the Pioneer-Standard Electronics, Inc. 1999 Stock Option Plan for Outside
Directors (the "1999 Plan"). The following summary of the material provisions of
the 1999 Plan is qualified in its entirety by reference to the full text of the
1999 Plan, a copy of which is included with this Proxy Statement as Exhibit A.

PURPOSE

The purpose of the 1999 Plan is to provide outside Directors of the Company
with greater incentive to serve and promote the interests of the Company and its
shareholders by encouraging the outside Directors to acquire a proprietary
interest in the business of the Company or increase the proprietary interest
they already have. The Board of Directors believes that such a proprietary
interest in the Company promotes the interests of the Company and its
shareholders and that the implementation of this policy is desirable.

ELIGIBLE PARTICIPANTS

Only Directors of the Company who are not also employees of the Company are
eligible to participate in the 1999 Plan.

SHARES SUBJECT TO THE PLAN

The shares to be issued upon exercise of options granted under the 1999
Plan will be Common Shares, without par value, of the Company. Either treasury
or authorized and unissued Common Shares, or both, as the Board of Directors
shall from time to time determine, may be so issued. Common Shares which are the
subject of any lapsed, expired or terminated options may be made available for
reoffering under the 1999 Plan.

The aggregate number of Common Shares for which options may be granted
under the 1999 Plan will be 105,000, which is intended to provide sufficient
shares for two (2) years of grants. However, in the event that subsequent to the
date of adoption of the 1999 Plan by the Board of Directors, the outstanding
Common Shares should be increased or decreased or changed into or exchanged for
a different number of kind of shares of stock or other securities of the Company
or of another corporation as a result of a stock split, stock dividend,
reclassification, merger or similar transaction, then the number or kind of
shares covered by unexercised options will be adjusted automatically to prevent
dilution or enlargement of the rights of optionees, and the Board will have the
authority to make any other adjustments as may be appropriate and equitable.

GRANT OF OPTIONS

Subject to the approval of the 1999 Plan by the shareholders, options will
be granted annually, on the date of the Annual Meeting of Shareholders, to each
outside Director for the purchase of a maximum of 7,500 Common Shares by each
such Director.

18
<PAGE> 22

OPTION PROVISIONS

Option Price. The option price per Common Share under the 1999 Plan will be
equal to the fair market value of a share on the date the options are granted.
The closing price of a Common Share on June 7, 1999 as reported by The Nasdaq
Stock Market was $11.375.

Period of Option. Each option granted under the 1999 Plan will be
exercisable in full for a period of ten (10) years from the date of grant.

Limitation on Exercise and Transfer of Options. Only the Director to whom
the option is granted may exercise the same, except where a guardian or other
legal representative has been appointed for such Director and except as
discussed below in the case of such Director's death. No option granted under
the 1999 Plan will be transferable otherwise than by the Last Will and Testament
of the Director to whom it is granted or, if the Director dies intestate, by the
applicable laws of descent and distribution. No option granted under the Plan
may be pledged or hypothecated, nor will any such option be subject to
execution, attachment or similar process.

Exercise of Option. Each option granted under the 1999 Plan may be
exercised in whole or in part from time to time during the option period, but
this right of exercise will be limited to whole shares. Options may be exercised
by the optionee giving written notice to the Company of intention to exercise
the same, accompanied by full payment of the purchase price in cash or in whole
or in part in Common Shares having a fair market value on the date the option is
exercised equal to that portion of the purchase price for which payment in cash
is not made.

Termination of Directorship. If the optionee ceases to be a Director of the
Company because of his or her voluntary resignation or removal by the Board of
Directors for cause, the optionee's option will terminate on the effective date
of termination of his or her directorship and neither the optionee nor any other
person will have any right after such date to exercise all or any part of the
option. If, however, the optionee's directorship is terminated for any other
reason, then the option will remain exercisable until the second anniversary of
the effective date of termination of his or her directorship by the optionee,
or, if the optionee's directorship is terminated because of death, by the
optionee's estate or by the person designated in the optionee's Last Will and
Testament or to whom transferred by the applicable laws of descent and
distribution.

NEW PLAN BENEFITS

Set forth below are the number of options expected to be granted under the
1999 Plan to the individuals and groups shown in the table.

<TABLE>
<CAPTION>
NUMBER OF OPTIONS
NAME AND POSITION SHARES
----------------- -----------------
<S> <C>
James L. Bayman............................................. 0
Arthur Rhein................................................ 0
Gregory T. Geswein.......................................... 0
John V. Goodger............................................. 0
Executive Group............................................. 0
Non-Executive Director Group................................ 105,000
Non-Executive Officer Employee Group........................ 0
</TABLE>

No options have been awarded to date under the 1999 Plan. A total of 52,500
options will be awarded to seven (7) outside Directors on July 27, 1999,
assuming that the 1999 Plan is approved by the shareholders.

19
<PAGE> 23

TERMINATION OF THE PLAN

The 1999 Plan will terminate two (2) years from the date of its adoption by
the Board of Directors of the Company and thereafter no options may be granted
under the 1999 Plan. All options outstanding at the time of such termination
will continue in full force and effect in accordance with and subject to their
terms and the terms and conditions of the 1999 Plan.

FEDERAL INCOME TAX CONSEQUENCES

All of the options granted under the 1999 Plan will be nonqualified stock
options for federal income tax purposes. Accordingly, an optionee will not
realize income upon the granting of such an option. At the time of exercise,
ordinary income will be recognized by the optionee in an amount equal to the
difference between the option price paid for the shares and the fair market
value of the shares on the date of exercise, and the Company will be entitled to
a tax deduction for a like amount in the same year, provided it complies with
applicable requirements. At the time of sale by the optionee of shares acquired
pursuant to the exercise of the option, any appreciation (or depreciation) in
the value of the shares after the date of exercise will be treated as either
short-term or long-term capital gain (or loss) depending on how long the shares
have been held.

RECOMMENDATION; REQUIRED VOTE

The Board of Directors recommends a vote FOR the proposal. The affirmative
vote of the holders of shares representing a majority of the Common Shares
present and entitled to vote at the Annual Meeting is required to authorize,
approve and adopt the 1999 Plan.

PROPOSAL TO APPROVE THE 1999 RESTRICTED STOCK PLAN

At the Annual Meeting, shareholders will be asked to vote on a proposal to
approve the Pioneer-Standard Electronics, Inc. 1999 Restricted Stock Plan (the
"Restricted Stock Plan"), which provides for the granting of Common Shares of
the Company to certain officers of the Company.

GENERAL

In April 1999, in connection with its comprehensive review of the Company's
executive officer and director compensation, Ernst & Young LLP recommended to
the Board of Directors the adoption of a retirement plan for its senior
executives. This recommendation was based on Ernst & Young LLP's finding that
the Company's existing retirement benefits for senior executives were not
competitive with those of its peer companies. Ernst & Young LLP further
recommended, in view of the nearing retirement of certain senior executives of
the Company, that a separate Company stock-based retirement plan be established
solely for those senior executives in order to minimize the amount of cash that
the Company would be required to set aside in the near term to fund their
retirement benefits. To implement Ernst & Young LLP's recommendations, on April
27, 1999 the Board of Directors approved the adoption of the Pioneer-Standard
Electronics, Inc. 1999 Restricted Stock Plan. The following summary of the
material provisions of the Restricted Stock Plan is qualified in its entirety by
reference to the full text of the Restricted Stock Plan, a copy of which is
included with this Proxy Statement as Exhibit B.

20
<PAGE> 24

PURPOSE

The purpose of the Restricted Stock Plan is to provide retirement benefits
for the senior executives of the Company who are nearing retirement age. In
particular, the Restricted Stock Plan is intended to provide such senior
executives with retirement benefits comparable to those received by their
counterparts at peer companies, and, by providing for grants of Common Shares of
the Company to such officers, to enable the Company to fund such benefits
without having to set aside a large amount of cash in the near term. In
addition, by providing for vesting of the Common Shares of the Company over an
extended period, the Restricted Stock Plan is intended to reward such senior
executives for their future service to the Company.

ELIGIBLE PARTICIPANTS

The sole participants in the Restricted Stock Plan are James L. Bayman,
Chairman and Chief Executive Officer, and John V. Goodger, Vice President,
Treasurer and Assistant Secretary.

ADMINISTRATION

The Restricted Stock Plan will be administered by the Compensation
Committee, which is required to be composed of at least three (3) "Non-employee
Directors" as such term is defined under Rule 16b-3 promulgated under the
Exchange Act.

SHARES SUBJECT TO THE PLAN

The shares granted under the Restricted Stock Plan are Common Shares,
without par value, of the Company. The source of these shares is The Pioneer
Stock Benefit Trust, a trust established by the Company for the purpose of
holding Common Shares of the Company for use in funding employee salaries and
benefits.

The maximum number of Common Shares that may be granted under the
Restricted Stock Plan is 723,798 shares.

AMENDMENTS

The Restricted Stock Plan may be amended at any time by the Board of
Directors, except that no amendment may, without shareholder approval, increase
the maximum number of shares issuable under the plan (other than to prevent
dilution) or may impair the rights of the participants.

21
<PAGE> 25

NEW PLAN BENEFITS

Set forth below are the number of Common Shares granted under the
Restricted Stock Plan to the individuals and groups shown in the table.

<TABLE>
<CAPTION>
NUMBER OF
NAME AND POSITION COMMON SHARES
----------------- -------------
<S> <C>
James L. Bayman............................................. 611,567
Arthur Rhein................................................ 0
Gregory T. Geswein.......................................... 0
John V. Goodger............................................. 112,231
Executive Group............................................. 723,798
Non-Executive Director Group................................ 0
Non-Executive Officer Employee Group........................ 0
</TABLE>

The restricted Common Share grants to Messrs. Bayman and Goodger shown in
the above table were made on April 27, 1999. The per share closing price of the
Company's Common Shares on such date as reported by The Nasdaq Stock Market was
$7.375. The grants to Messrs. Bayman and Goodger are contingent upon shareholder
approval of the Restricted Stock Plan.

RESTRICTED SHARE PROVISIONS

Vesting. The shares granted under the Restricted Stock Plan will vest and
become non-forfeitable immediately upon a change in control of the Company or in
the event of the participant's death, disability or termination of employment
without cause. Otherwise, such shares shall vest in equal one-third increments,
commencing on the last day of the first year of the "Period of Transition" as
defined in the participants' employment agreements with the Company. Under such
employment agreements, the "Period of Transition" is a three year period,
commencing immediately following the termination of the executive's employment
with the Company, during which period the executive will serve as a part-time
employee of the Company to facilitate the transition from the executive's
resignation to his successor's assumption of duties. If a participant's
employment terminates before the last day of the Period of Transition, any
unvested shares will be forfeited by the participant and returned to the
Company.

Limitations on Transfer. Participants in the Restricted Stock Plan are not
permitted to sell, transfer or otherwise dispose of, or pledge or hypothecate
shares granted under the Restricted Stock Plan until the earliest of (i) the
lapse of the Company's right to a return of the shares upon forfeiture by the
participant, (ii) a change in control of the Company, or (iii) termination of
the Restricted Stock Plan.

Adjustment Upon Changes in Capital. In the event that the shares granted
under the Restricted Stock Plan should, as result of any change in the number of
outstanding Common Shares through the declaration of share dividends, share
splits, combination or exchange of shares, exchange for other securities,
reclassification, reorganization, redesignation, merger, consolidation,
recapitalization or other such change, be increased or decreased or changed into
or exchanged for a different number or kind of shares or other securities of the
Company or another corporation, then such shares will be subject to such change
as any other outstanding Common Shares.

22
<PAGE> 26

FEDERAL INCOME TAX CONSEQUENCES

A participant will realize income with respect to Common Shares granted
under the Restricted Stock Plan when such shares become fully vested and
non-forfeitable. Income with respect to vested Common Shares will be equal to
the aggregate fair market value of such shares on the date of vesting and will
be taxed at ordinary income tax rates. The Company will be entitled to a tax
deduction for a like amount in the same year.

TERMINATION OF THE PLAN

The Restricted Stock Plan will terminate on March 31, 2005 unless earlier
terminated by the Board of Directors. If the Restricted Stock Plan does not
receive shareholder approval within 12 months of the date of its adoption, the
Restricted Stock Plan will automatically terminate and shares granted under the
plan will be revoked.

RECOMMENDATION; REQUIRED VOTE

The Board of Directors recommends a vote FOR the proposal. The affirmative
vote of the holders of a majority of the Common Shares present and entitled to
vote at the Annual Meeting is required to authorize, approve and adopt the
Restricted Stock Plan.

INDEPENDENT AUDITORS

The Board of Directors has selected Ernst & Young LLP to audit the accounts
of the Company for the fiscal year ending March 31, 2000, and to perform such
other accounting services as may be appropriate. Ernst & Young LLP and its
predecessors have audited the accounts of the Company annually since 1964.

Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting, and they will have the opportunity to make a statement if they
desire to do so. They will also be available to respond to appropriate questions
from shareholders.

OTHER MATTERS

Reports will be laid before the Annual Meeting, including a letter from the
Chairman of the Board and Chief Executive Officer which accompanies the
financial statements of the Company and the Auditor's Report prepared by
independent auditors. The Board of Directors does not contemplate and does not
intend to present for consideration the taking of action by shareholders with
respect to any reports to be laid before the Annual Meeting or with respect to
the minutes of the Annual Meeting of Shareholders held on July 28, 1998, which
will be read at the Annual Meeting on July 27, 1999, unless a motion to dispense
with a reading is adopted.

The Board of Directors of the Company is not aware of any matter to come
before the Annual Meeting other than those mentioned in the accompanying Notice.
However, if other matters shall properly come before the Annual Meeting, it is
the intention of the persons named in the accompanying Proxy to vote in
accordance with their best judgment on such matters.

The cost of solicitation of Proxies, including the cost of preparing,
assembling and mailing the Notice, Proxy Statement and Proxy, will be borne by
the Company. In addition to solicitation by mail, arrangements may be made with
brokerage houses and other custodians, nominees and fiduciaries to send proxy
materials to their principals, and the Company may reimburse them for their
expenses in so doing. To the extent necessary to assure sufficient
representation, officers and employees of the Company may in person or by
telephone or telegram request the return of Proxies. The Company has also
retained D.F. King & Co., Inc., a professional

23
<PAGE> 27

proxy solicitation firm, to aid in the solicitation of proxies, for whose
services the Company will pay a fee of $8,000 plus reimbursement of
out-of-pocket expenses.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's Directors and certain of its executive officers and
persons who beneficially own more than 10% of the Company's Common Shares to
file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Commission. Such persons are further required to furnish the Company with copies
of all such forms filed by them. Based solely on the Company's review of the
copies of such forms it has received, the Company believes that all of the
Section 16(a) filing requirements were satisfied by the Company's Directors,
executive officers and beneficial owners of more than 10% of the Company's
Common Shares, except that one late Form 4 report with respect to one
transaction was filed by Mr. Singer.

SHAREHOLDER PROPOSALS

Any shareholder proposal intended to be presented at the 2000 Annual
Meeting of Shareholders must be received by the Company's Secretary at the
Company's principal executive offices not later than February 1, 2000, for
inclusion in the Board of Directors' Proxy Statement and form of Proxy relating
to that Annual Meeting. Each proposal submitted should be accompanied by the
name and address of the shareholder submitting the proposal and the number of
Common Shares owned. If the proponent is not a shareholder of record, proof of
beneficial ownership should also be submitted. All proposals must be a proper
subject for action and comply with the proxy rules of the Securities and
Exchange Commission.

UPON THE RECEIPT OF A WRITTEN REQUEST FROM ANY SHAREHOLDER ENTITLED TO VOTE
AT THE FORTHCOMING ANNUAL MEETING, THE COMPANY WILL MAIL, AT NO CHARGE TO THE
SHAREHOLDER, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 13A-1 UNDER THE EXCHANGE ACT, FOR THE
COMPANY'S MOST RECENT FISCAL YEAR. REQUESTS FROM BENEFICIAL OWNERS OF THE
COMPANY'S VOTING SECURITIES MUST SET FORTH A GOOD-FAITH REPRESENTATION THAT, AS
OF THE RECORD DATE FOR THE ANNUAL MEETING, THE PERSON MAKING THE REQUEST WAS THE
BENEFICIAL OWNER OF SECURITIES ENTITLED TO VOTE AT SUCH ANNUAL MEETING. WRITTEN
REQUESTS FOR SUCH REPORT SHOULD BE DIRECTED TO:
John V. Goodger
Vice President, Treasurer and Assistant Secretary
Pioneer-Standard Electronics, Inc.
4800 East 131st Street
Cleveland, Ohio 44105

You are urged to sign and return your Proxy promptly in order to make
certain your shares will be voted at the Annual Meeting. For your convenience a
return envelope is enclosed requiring no additional postage if mailed in the
United States.

By Order of the Board of Directors.

WILLIAM A. PAPENBROCK
Secretary

June 28, 1999

24
<PAGE> 28

EXHIBIT A

PIONEER-STANDARD ELECTRONICS, INC.
1999 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

Pioneer-Standard Electronics, Inc., hereinafter called the "Company,"
hereby adopts a stock option plan for eligible directors of the Company pursuant
to the following terms and provisions:

1. PURPOSE OF THE PLAN. The purpose of this plan, hereinafter called the
"Plan," is to provide additional incentive to those directors of the Company who
are not employees of the Company or any of its subsidiaries or affiliates by
encouraging them to acquire a new or an additional share ownership in the
Company, thus increasing their proprietary interest in the Company's business
and providing them with an increased personal interest in the Company's
continued success and progress. These objectives will be promoted through the
grant of options to acquire the Company's Common Shares, without par value (the
"Common Shares"), pursuant to the terms of the Plan. Only those directors who
meet the qualifications stated above are eligible for and shall receive options
under this Plan.

2. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective upon
adoption by the Board of Directors on April 27, 1999, subject to approval by
holders of a majority of the outstanding shares of voting capital stock of the
Company. In the event the Plan is not so approved within twelve (12) months
after the date the Plan is adopted by the Board of Directors, the Plan and the
options granted hereunder shall be null and void.

3. SHARES SUBJECT TO THE PLAN. The shares to be issued upon the exercise of
the options granted under the Plan shall be Common Shares of the Company. Either
treasury or authorized and unissued Common Shares, or both, as the Board of
Directors shall from time to time determine, may be so issued. Common Shares
which are the subject of any lapsed, expired or terminated options may be made
available for reoffering under the Plan. If an option granted under this Plan is
exercised pursuant to the terms and conditions of subsection 5(b), any Common
Shares which are the subject thereof shall not thereafter be available for
reoffering under the Plan.

Subject to the provisions of the next succeeding paragraph of this Section
3, the aggregate number of Common Shares for which options may be granted under
the Plan shall be one hundred five thousand (105,000) Common Shares.

In the event that, after the date of adoption of the Plan by the Board of
Directors, the Common Shares should, as a result of a stock split, stock
dividend, combination or exchange of shares, exchange for other securities,
reclassification, reorganization, redesignation, merger, consolidation,
recapitalization, spin-off or other such change, be increased or decreased or
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Company or of another corporation, then (i) there shall
automatically be substituted for each Common Share subject to an unexercised
option (in whole or in part) granted under the Plan and each Common Share made
available for grant to each eligible Director pursuant to Section 4 hereof, the
number and kind of shares of stock or other securities into which each
outstanding Common Share shall be changed or for which each such Common Share
shall be exchanged, (ii) the option price per Common Share or unit of securities
shall be increased or decreased proportionately so that the aggregate purchase
price for the securities subject to the option shall remain the same as
immediately prior to such event, and (iii) the Board shall make such other
adjustments as may be appropriate and equitable to prevent enlargement or
dilution of option rights. Any such adjustment may provide for the elimination
of fractional shares.

A-1
<PAGE> 29

4. GRANT OF OPTIONS. Subject to the terms of the Plan, options shall be
granted to each eligible director annually on the date of the Annual Meeting of
Shareholders of the Company for the purchase of seven thousand five hundred
(7,500) Common Shares by each such director at an option price per share equal
to the fair market value of a Common Share of the Company on the date said
options are granted. Each such option granted shall be immediately exercisable
in full upon grant and shall remain exercisable for a period of ten (10) years
from the date of grant, subject to the provisions of section 5 hereof.

5. OPTION PROVISIONS.

(a) Limitation on Exercise and Transfer of Options. Only the director
to whom the option is granted may exercise the same except where a guardian
or other legal representative has been duly appointed for such director and
except as otherwise provided in the case of such director's death. No
option granted hereunder shall be transferable otherwise than by the Last
Will and Testament of the director to whom it is granted or, if the
director dies intestate, by the applicable laws of descent and
distribution. No option granted hereunder may be pledged or hypothecated,
nor shall any such option be subject to execution, attachment or similar
process.

(b) Exercise of Option. Each option granted hereunder may be exercised
in whole or in part from time to time during the option period, but this
right of exercise shall be limited to whole shares. Options shall be
exercised by the optionee giving written notice to the Secretary or the
Vice President, Treasurer and Assistant Secretary of the Company at its
principal business office, by certified mail, return receipt requested, of
the intention to exercise the same and the number of Common Shares with
respect to which the Option is being exercised (the "Notice of Exercise of
Option") accompanied by full payment of the purchase price in cash or in
whole or in part in Common Shares having a fair market value on the date
before the option is exercised equal to that portion of the purchase price
for which payment in cash is not made. Such Notice of Exercise of Option
shall be deemed delivered upon deposit into the mails.

(c) Termination of Directorship. If the optionee ceases to be a
director of the Company as a result of his or her voluntary resignation
during his or her term or his or her removal from the Board of Directors
with cause (as determined in the sole discretion of the Board of
Directors), his or her option shall terminate on the effective date of
termination of his or her directorship and neither he or she nor any other
person shall have any right after such date to exercise all or any part of
such option. If the optionee ceases to be a director of the Company for any
reason other than the foregoing, including death or disability or not
standing for reelection as a director, then the option will remain
exercisable, subject to the terms and provisions contained herein and in
the Option Agreement pursuant to which such option was granted, until the
earlier of (i) the tenth anniversary of the date on which the option was
granted or (ii) the second anniversary of the effective date of
termination, by the optionee or, in the case of the optionee's death, by
the optionee's estate or by the person designated in the optionee's Last
Will and Testament or to whom transferred by the applicable laws of descent
and distribution.

(d) Option Agreements. Options granted under the Plan shall be subject
to the further terms and provisions of an Option Agreement, the execution
of which by each optionee shall be a condition to the receipt of an option.

6. INVESTMENT REPRESENTATION, APPROVALS AND LISTING. The options to be
granted hereunder shall be further conditioned upon receipt of the following
investment representation from the optionee:

"I further agree that any Common Shares of Pioneer-Standard
Electronics, Inc., which I may acquire by virtue of this option shall be
acquired for investment purposes only and not with a view to

A-2
<PAGE> 30

distribution or resale; provided, however, that this restriction shall
become inoperative in the event the said Common Shares subject to this
option shall be registered under the Securities Act of 1933, as amended, or
in the event there is presented to Pioneer-Standard Electronics, Inc. an
opinion of counsel satisfactory to Pioneer-Standard Electronics, Inc., to
the effect that the offer or sale of the Common Shares subject to this
option may lawfully be made without registration under the Securities Act
of 1933, as amended."

The Company shall not be required to issue any certificate or certificates
for Common Shares upon the exercise of an option granted under the Plan prior to
(i) the obtaining of any approval from any governmental agency which the Company
shall, in its sole discretion, determine to be necessary or advisable, (ii) the
admission of such Common Shares to listing on any national securities exchange
or transaction reporting system on which the Common Shares may be listed, (iii)
the completion of any registration or other qualification of the Common Shares
under any state or federal law or ruling or regulations of any governmental body
which the Company shall, in its sole discretion, determine to be necessary or
advisable or the determination by the Company, in its sole discretion, that any
registration or other qualification of the Common Shares is not necessary or
advisable and (iv) the obtaining of an investment representation from the
optionee in the form stated above or in such other form as the Company, in its
sole discretion, shall determine to be adequate.

7. GENERAL PROVISIONS. For all purposes of this Plan the fair market value
of a Common Share shall be determined as follows: so long as the Common Shares
of the Company are listed upon an established stock exchange or exchanges or on
the Nasdaq National Market such fair market value shall be determined to be the
highest closing price of such Common Shares on such stock exchange or exchanges
or on such transaction reporting system on the day the option is granted (or the
day before the Common Shares are tendered as payment, in the case of determining
fair market value for that purpose) or if no sale of such Common Shares shall
have been made on any stock exchange or transaction reporting system on that
day, then on the next preceding day on which there was a sale of such Common
Shares; and during any period of time as such Common Shares are not listed upon
an established stock exchange or the Nasdaq National Market the fair market
value per share shall be the last sales price of such Common Shares in the
over-the-counter market on the day the option is granted (or the day before the
shares are tendered as payment, in the case of determining fair market value for
that purpose), as reported by The Nasdaq Stock Market Inc.

The liability of the Company under the Plan and any distribution of Common
Shares made hereunder is limited to the obligations set forth herein with
respect to such distribution and no term or provision of the Plan shall be
construed to impose any liability on the Company in favor of any person with
respect to any loss, cost or expense which the person may incur in connection
with or arising out of any transaction in connection with the Plan, including,
but not limited to, any liability to any Federal, state, or local tax authority
and/or any securities regulatory authority.

Nothing in the Plan or in any option agreement shall confer upon any
optionee any right to continue as a director of the Company, or to be entitled
to any remuneration or benefits not set forth in the Plan or such option.

Nothing contained in the Plan or in any option agreement shall be construed
as entitling any optionee to any rights of a shareholder as a result of the
grant of an option until such time as Common Shares are actually issued to such
optionee pursuant to the exercise of an option.

The Plan may be assumed by the successors and assigns of the Company.

A-3
<PAGE> 31

The cash proceeds received by the Company from the issuance of Common
Shares pursuant to the Plan will be used for general corporate purposes or in
such other manner as the Board of Directors deems appropriate.

The expense of administering the Plan shall be borne by the Company.

The captions and section numbers appearing in the Plan are inserted only as
a matter of convenience. They do not define, limit, construe or describe the
scope or intent of the provisions of the Plan.

8. TERMINATION OF THE PLAN. The Plan shall terminate two years from the
date of its adoption by the Board of Directors of the Company and thereafter no
options shall be granted hereunder. All options outstanding at the time of
termination of the Plan shall continue in full force and effect in accordance
with and subject to their terms and the terms and conditions of the Plan.

9. TAXES. A participant may satisfy any federal, state and local tax
obligations associated with the exercise of an option by the transfer to the
Company of Common Shares or a combination of cash and Common Shares, or by
requesting the Company to withhold a sufficient number of Common Shares to
satisfy such tax obligations. If a participant does not satisfy his or her tax
obligations in the manner described in the preceding sentence, the Company may
withhold, or require a participant to remit to the Company, an amount of cash
sufficient to pay any federal, state and local taxes associated with the
exercise of an option.

10. VENUE. The venue of any claim brought hereunder by an eligible Director
shall be Cleveland, Ohio.

11. CHANGES IN GOVERNING RULES AND REGULATIONS. All references herein to
the Internal Revenue Code of 1986, as amended, or sections thereof, or to rules
and regulations of the Department of Treasury or of the Securities and Exchange
Commission, shall mean and include the Code sections thereof and such rules and
regulations as are now in effect or as they may be subsequently amended,
modified, substituted or superseded.

A-4
<PAGE> 32

EXHIBIT B

PIONEER-STANDARD ELECTRONICS, INC.
1999 RESTRICTED STOCK PLAN

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

W I T N E S S E T H:

WHEREAS, in consultation with and upon the recommendation of Ernst & Young
LLP, the Company has determined to provide an additional retirement benefit for
its senior executives;

WHEREAS, Ernst & Young LLP has determined that, in light of the nearing
retirement of the Chairman and Chief Executive Officer and the Vice President,
Treasurer and Assistant Secretary of the Company, the funding of such a benefit
under a supplemental executive retirement plan ("SERP") would have a substantial
negative effect on the Company's cash flow;

WHEREAS, in order to avoid such negative effect, Ernst & Young LLP
recommended that a separate restricted stock plan be established in order to
provide a retirement benefit for the Chairman and Chief Executive Officer and
the Vice President, Treasurer and Assistant Secretary of the Company that is
substantially equivalent to the benefit that such senior executives would have
received as participants in the SERP;

WHEREAS, it was determined that the provision of a retirement benefit for
the Chairman and Chief Executive Officer and the Vice President, Treasurer and
Assistant Secretary of the Company through a restricted stock plan would
additionally benefit the Company by providing an incentive for such senior
executives to continue their employment with the Company;

WHEREAS, in light of the foregoing considerations, the Board of Directors
and the Compensation Committee of the Board of Directors have approved the
establishment of a restricted stock plan;

NOW, THEREFORE, the Company hereby adopts the Pioneer-Standard Electronics,
Inc. 1999 Restricted Stock Plan (hereinafter referred to as the "Plan")
effective April 27, 1999, as follows:

ARTICLE 1

NAME AND PURPOSE

1.1 Name. The name of this Plan shall be the Pioneer-Standard Electronics,
Inc. 1999 Restricted Stock Plan.

1.2 Purpose. The Plan will be maintained by the Company in order to provide
a retirement benefit and retention incentive for the Chairman and Chief
Executive Officer and the Vice President, Treasurer and Secretary of the Company
by awarding Shares to such Senior Executives of the Company under the terms and
conditions of and in accordance with this Plan.

B-1
<PAGE> 33

ARTICLE 2

DEFINITIONS

Unless the context otherwise indicates, the following words used herein
shall have the following meanings whenever used in this instrument:

2.1 Beneficiary. The word "Beneficiary" shall mean the person, persons,
entity, or entities so designated, or deemed to be designated, by a Participant
pursuant to Article 10.

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

2.3 Cause. A Participant's Termination of Employment shall be deemed to
have been for "Cause" only if:

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

(b) there has been a breach by the Participant during the Period of
Employment (as defined in his Employment Agreement) of the provisions of
paragraph 3.03 of such Employment Agreement, relating to devotion of full
time to the affairs of the Company, Section 8 of such Employment Agreement
relating to Competition, Section 9 of such Employment Agreement relating to
Confidential Information, or Section 10 of such Employment Agreement
relating to Noninterference, and such breach results in demonstrable
significant injury to the Company, and with respect to any alleged breach
of such paragraph 3.03, the Participant shall have failed to remedy such
breach within thirty (30) days from his receipt of written notice from the
Company.

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

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

(b) there is a report filed on Schedule 13D or Schedule 14D-1 (or any
successor schedule, form or report), each as promulgated pursuant to the
Exchange Act, disclosing that any person (as the term "person" is used in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the
beneficial owner (as the term "beneficial owner") is defined under Rule
13d-3 or any successor rule or regulation promulgated under the Exchange
Act) of securities representing twenty percent (20%) or more of the
combined voting power of the then-outstanding Voting Stock of the Company;
or

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

B-2
<PAGE> 34

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

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

2.6 Committee. The word "Committee" shall mean the Compensation Committee
of the Board, or the successor of such Committee, which satisfies the
requirements of Section 7.1 hereof.

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

2.8 Continuous Service. The words "Continuous Service" shall mean for any
Participant the period during which he is or has been an Employee of the
Company. Such period shall be measured from his date of hire (which date shall
be considered to be the first day on which the Employee performs any service for
the Company for which he is directly or indirectly compensated as an Employee)
until his date of Termination of Employment.

2.9 Director. The word "Director" shall mean a member of the Board of
Directors of the Company.

2.10 Disability. The word "Disability" shall mean an illness or accident
which prevents the Participant from performing his duties with the Company for a
period of six (6) consecutive months. His Termination of Employment shall be
deemed to have occurred as of the close of business on the last day of such six
(6) month period.

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

2.12 Employee. The word "Employee" shall mean any common-law employee of
the Company, whether or not an officer or member of the Board, but excluding any
temporary employee and any person serving the Company only in the capacity of a
member of the Board.

2.13 Employment Agreement. The words "Employment Agreement" shall mean, in
the case of a Participant, that certain Employment Agreement between the
Participant and the Company dated as of the Effective Date and any successor
thereto. References in this Plan to specific sections or articles of an
Employment Agreement shall be deemed also to be references to successor
provisions dealing with the same subject, however numbered.

2.14 Escrow Agreement. The words "Escrow Agreement" shall mean any escrow
agreement entered into between the Company and an escrow agent for the purpose
of holding Shares thereunder.

2.15 Exchange Act. The words "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.

2.16 Participant. The word "Participant" shall mean James L. Bayman and
John V. Goodger, individually, commencing with the Effective Date and
thereafter, in each case, while he remains a Participant hereunder.
B-3
<PAGE> 35

2.17 Period of Transition. The words "Period of Transition" shall mean a
period of reduced employment responsibilities designed to ensure a Participant's
availability and support in the transition from the Participant to his successor
as an executive officer of the Company.

2.18 Plan. The word "Plan" shall mean the Pioneer-Standard Electronics,
Inc. 1999 Restricted Stock Plan as set forth herein, as in effect on the
Effective Date, and as it may be later amended.

2.19 Plan Year. The words "Plan Year" shall mean the period beginning on
the Effective Date and ending on March 31, 2000, and each 12-month period
beginning on April 1 and ending on March 31 thereafter while the Plan remains in
existence.

2.20 SSAT. The acronym "SSAT" shall mean The Pioneer Stock Benefit Trust
established pursuant to the Pioneer-Standard Electronics, Inc. Share
Subscription Agreement and Trust effective as of July 2, 1996.

2.21 Senior Executive. The words "Senior Executive" shall mean James L.
Bayman and John V. Goodger. A Participant who incurs a Disability at a time when
he is a Senior Executive shall be deemed to continue to be a Senior Executive
during the period of his Disability until his Termination of Employment. A
Participant shall automatically cease to be a Senior Executive on his date of
Termination of Employment.

2.22 Shareholders. The word "Shareholders" shall mean the individuals or
entities that own one or more of the Company's Common Shares.

2.23 Shares. The word "Shares" shall mean common shares, without par value,
of the Company.

2.24 Termination of Employment. The words "Termination of Employment" shall
mean the cessation of a Participant's service with the Company as an Employee
for any reason whatsoever, whether voluntary or involuntary, including by reason
of retirement, death, or Disability.

2.25 Vested Percentage. The words "Vested Percentage" shall mean for any
Participant a percentage determined on the basis of his Continuous Service
during his Period of Transition in accordance with the following table:

<TABLE>
<CAPTION>
IF HIS CONTINUOUS SERVICE ENDS AS FOLLOWS: HIS VESTED PERCENTAGE SHALL BE:
------------------------------------------ -------------------------------
<S> <C>
Before March 31 of the first year of his Period of
Transition............................................... 0%
On or after such first March 31 but before March 31 of the
second year of his Period of Transition.................. 33 1/3%
On or after such second March 31 but before March 31 of the
third year of his Period of Transition................... 66 2/3%
On or after such third March 31............................ 100%
</TABLE>

Notwithstanding the foregoing, the Vested Percentage of a Participant who
has a Termination of Employment as a result of his death, Disability or
termination by the Company without "Cause" shall be one hundred percent (100%)
as of the date of such Termination of Employment. In addition, the Vested
Percentage of a Participant shall be one hundred percent (100%) as of the date
of termination of the Plan or upon a Change in Control.

B-4
<PAGE> 36

ARTICLE 3

ELIGIBILITY AND PARTICIPATION

3.1 Eligibility. As of the Effective Date, the following two Senior
Executives are eligible to participate in the Plan:

(a) James L. Bayman; and

(b) John V. Goodger.

3.2 Participation. As of the Effective Date, the following two eligible
Senior Executives shall become Participants in the Plan:

(a) James L. Bayman; and

(b) John V. Goodger.

Each Senior Executive shall remain a Participant in the Plan during his
continued employment with the Company.

ARTICLE 4

AWARDS OF SHARES

4.1 Award. As of the Effective Date, Shares are hereby awarded to each
Participant hereunder as follows:

<TABLE>
<S> <C>
James L. Bayman...................................... 611,567
John V. Goodger...................................... 112,231
--------
Total........................................... 723,798
========
</TABLE>

4.2 Source of Shares. The Shares which are hereby awarded to the
Participants under this Plan shall be obtained from the SSAT.

4.3 Maximum Number of Shares. Subject to the provisions of Section 4.4, the
aggregate number of Shares which may be issued under this Plan shall not exceed
Seven Hundred Twenty-Three Thousand, Seven Hundred Ninety-Eight (723,798)
Shares.

4.4 Effect of Changes in Shares. In the event that after the date of
adoption of the Plan by the Board, the Shares should, as a result of a stock
split, stock dividend, combination or exchange of shares, exchange for other
securities, reclassification, reorganization, redesignation, merger,
consolidation, recapitalization or other such change, be increased or decreased
or changed into or exchanged for a different number or kind of shares of stock
or other securities of the Company or of another corporation, then the Shares
awarded hereunder shall be subject to such change as any other outstanding
Shares.

ARTICLE 5

TRANSFER RESTRICTIONS

5.1 In General. The Shares awarded hereunder shall not be sold, transferred
or otherwise disposed of and shall not be pledged or otherwise hypothecated (and
any such sale, transfer or other disposition, pledge or

B-5
<PAGE> 37

other hypothecation being hereinafter referred to as "to dispose of" or "a
disposition") until the earliest of (a) the lapse of the right of the Company to
a return of such Shares pursuant to Section 5.2 below; (b) a Change in Control
with respect to the Company; or (c) the termination of the Plan. An appropriate
number of Shares may be sold by a Participant (or, at the Participant's request,
withheld by the Company) after the date that any Shares become nonforfeitable
under Section 5.2 below to enable such Participant to pay any applicable taxes
incurred as a result of such Shares becoming nonforfeitable.

5.2 Forfeiture. Any Shares awarded hereunder shall be subject to forfeiture
as of the Participant's Termination of Employment for any reason except to the
extent of the Participant's Vested Percentage in such Shares. Any Shares
forfeited in accordance with this Section 5.2 shall be sold on the open market
as soon as reasonably practicable and subject to any applicable legal
requirements, and the proceeds from such sale shall be utilized for one or more
purposes authorized by the SSAT.

5.3 Change in Control. The Committee has the sole authority to determine
whether a Change in Control has occurred. If the Committee shall determine that
a Change in Control has occurred, it shall cause to be issued a written notice
to the Participants of such fact and shall cause a certificate or certificates
representing all Shares owned by the Participants which shall have become
nonforfeitable to be delivered to the Participants as soon as practicable after
such notice.

5.4 Plan Termination. If the Plan is terminated, the Committee shall cause
to be issued a written notice to the Participants of such fact and shall cause a
certificate or certificates representing all Shares owned by the Participants
which have become nonforfeitable to be delivered to the Participants as soon as
practicable after such notice.

5.5 Disability. The Committee has the sole authority to determine whether a
Disability has occurred. If the Committee shall determine that a Disability has
occurred, it shall cause to be issued a written notice to the disabled
Participant of such fact and shall cause a certificate or certificates
representing all Shares owned by Participant which have become nonforfeitable to
be delivered to such Participant as soon as practicable after such notice.

5.6 Death. Upon notification of the death of a Participant, the Committee
shall cause to be issued a written notice to the Beneficiary of the Participant
determined pursuant to Article 10 hereof of such fact and shall cause a
certificate or certificates representing all Shares which have become
nonforfeitable to be delivered to such Beneficiary as soon as practicable after
such notice.

5.7 Rights with Respect to the Shares. Notwithstanding retention of
certificates representing some or all of the Shares awarded hereunder by the
Company or an agent of the Company, the Participant in whose name certificates
are issued shall have all rights (including dividend and voting rights) with
respect to the Shares represented by such certificates, subject to the terms,
conditions and restrictions specified under this Plan, and the Shares
represented by such certificates shall be considered as issued and outstanding.

ARTICLE 6

ESCROW AGREEMENT AND LEGENDS

In order to enforce the restrictions imposed upon Shares issued hereunder,
the Committee also may require any Participant to enter into an Escrow Agreement
providing that the certificates representing Shares issued pursuant to this Plan
shall remain in the physical custody of an escrow agent until any or all of the

B-6
<PAGE> 38

restrictions imposed pursuant to this Plan have terminated. Alternatively, the
Committee may make such arrangements in lieu of an Escrow Agreement as it shall
deem appropriate hereunder. The Committee may impose such additional
restrictions on any Shares awarded pursuant to the Plan as it may deem
advisable, including, without limitation, restrictions under the Securities Act
of 1933, as amended, as required by the New York Stock Exchange or any other
stock exchange or reporting system upon which such Shares are then listed or
under any state blue sky or securities laws applicable to such Shares. In
addition, the Committee may cause a legend or legends to be placed on any
certificates representing Shares issued pursuant to this Plan, which legend or
legends shall make appropriate reference to the various restrictions imposed
hereunder or by law.

ARTICLE 7

ADMINISTRATION OF THE PLAN

7.1 Composition of Committee. This Plan shall be administered by the
Committee, which shall consist of at least three members of the Board, each of
whom shall be a "non-employee director" within the meaning of Rule 16b-3
promulgated under the Exchange Act. The Committee may, from time to time,
designate one or more persons or agents to carry out any or all of its
administrative duties hereunder, provided that none of the duties required to be
performed by the Committee under Rule 16b-3 promulgated under the Exchange Act
or Section 7.2 of the Plan may be delegated to any other person.

7.2 Duties and Rights of Committee. The Committee shall interpret the Plan,
and to the extent and in the manner contemplated herein, it shall exercise the
discretion granted to it. The Committee may issue from time to time such rules
and interpretations as in its judgment are necessary in order to administer the
Plan effectively. The Committee shall have the exclusive right to prescribe the
form, which shall be consistent with this Plan, of the instruments evidencing
any award and issuance under this Plan and the legend, if any, to be affixed to
the certificates representing Shares issued under this Plan.

ARTICLE 8

AMENDMENTS

This Plan may be amended at any time by the Board; provided, however, that
if this Plan shall have received Shareholder approval, no such amendment shall
increase the maximum number of Shares that may be issued pursuant to this Plan,
except pursuant to Section 4.4 hereof, without Shareholder approval of such
amendment; and provided further, that no amendment to this Plan shall impair the
rights of Participants who have been awarded Shares.

ARTICLE 9

DURATION AND TERMINATION

This Plan shall terminate on March 31, 2005, or such earlier date as may be
determined by the Board; provided, however, that such termination shall not
impair the rights of any Participant hereunder with respect to any grant of
Shares made prior to such termination. Notwithstanding anything in the foregoing
to the contrary, this Plan shall terminate and all awards of Shares under the
Plan shall be revoked if, within twelve (12) months of the date of its adoption
by the Board, the Plan does not receive the approval of a majority of

B-7
<PAGE> 39

the outstanding Shares present in person or by proxy and entitled to vote at a
meeting of Shareholders of the Company.

ARTICLE 10

BENEFICIARY DESIGNATION

Unless a Participant has designated a Beneficiary in accordance with the
provisions of the following sentence, any Shares that become unrestricted on
account of the death of a Participant shall be distributed to the person or
persons in the first of the following classes in which there are any survivors
of such Participant, which person or persons shall be deemed to have been
designated a Beneficiary or Beneficiaries by the Participant:

(a) his spouse at the time of death;

(b) his children per stirpes;

(d) the executor or administrator of his estate.

Instead of having any Shares that become payable on account of a
Participant's death paid to a Beneficiary as determined above, a Participant may
designate a Beneficiary or Beneficiaries to receive such Shares.

B-8
<PAGE> 40

[MAP OF CLEVELAND]

FROM THE AIRPORT:

Follow 480 East to Route 422
East (Solon/Warren). Follow
Route 422 East to the Harper
Road exit.

FROM THE NORTHEAST:

Follow I-271 South to Route 422
East (Solon/Warren). Follow
Route 422 East to the Harper
Road exit.

FROM THE SOUTH:

Follow I-71 North to 480 East.
Follow 480 East to Route 422
East

(Solon/Warren). Follow Route 422
East to the Harper Road exit.

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

DIRECTIONS FROM HARPER ROAD

EXIT TO SIVAC: Turn right
(south) onto Harper Road. Follow
Harper Road, which turns into
Cochran Road after crossing
Aurora Road. Turn right on
Fountain Parkway. SIVAC is the
last building on the left-hand
side.
<PAGE> 41

PIONEER-STANDARD ELECTRONICS, INC.

PROXY ANNUAL MEETING OF SHAREHOLDERS -- JULY 27, 1999

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby (i) appoints John V. Goodger and William A.
Papenbrock, and each of them, as Proxy holders and attorneys, with
full power of substitution, to appear and vote all of the Common
Shares of Pioneer-Standard Electronics, Inc. which the undersigned
shall be entitled to vote at the Annual Meeting of Shareholders of the
Company, to be held at the Systems Integration Value Added Center,
28600 Fountain Parkway, Solon, Ohio, at 10:00 a.m., Eastern Daylight
Savings Time, and at any adjournments thereof, hereby revoking any and
all proxies heretofore given, and (ii) authorizes and directs said
Proxy holders to vote all of the Common Shares of the Company
represented by this Proxy as follows, WITH THE UNDERSTANDING THAT IF
NO DIRECTIONS ARE GIVEN BELOW, SAID SHARES WILL BE VOTED "FOR"
PROPOSALS 1, 2 AND 3. The Board of Directors recommends a vote "FOR"
proposals 1, 2 and 3.

1. ELECTION OF DIRECTORS:

<TABLE>
<S> <C>
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE CONTRARY BELOW) TO VOTE FOR ALL NOMINEES LISTED BELOW
</TABLE>

James L. Bayman, Thomas A. Commes and Karl E. Ware

(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the following
line)

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

(PROXY -- Continued from other side)

2. Approve the 1999 Stock Option Plan for Outside Directors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Approve the 1999 Restricted Stock Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, to act on any other matter or matters which
may properly come before the meeting.

Dated: , 1999
-----------------------

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

Your signature to this Proxy
form should be exactly the
same as the name imprinted
hereon. Persons signing as
executors, administrators,
trustees or in similar
capacities should so
indicate. For joint accounts,
the name of each joint owner
must be signed.

Please date, sign and return promptly in the accompanying envelope.
<PAGE> 42

INSTRUCTION PIONEER-STANDARD ELECTRONICS, INC.
CARD ANNUAL MEETING OF SHAREHOLDERS -- JULY 27, 1999

THIS CARD IS SOLICITED ON BEHALF OF WACHOVIA BANK, N.A.

The undersigned hereby instructs Wachovia Bank, N.A. to vote
Common Shares of Pioneer-Standard Electronics, Inc. which he or she is
entitled to vote as a participant in an employee benefit plan which
may be funded by The Pioneer Stock Benefit Trust at the Annual Meeting
of Shareholders of the Company to be held at the Systems Integration
Value Added Center, 28600 Fountain Parkway, Solon, Ohio, at 10:00
a.m., Eastern Daylight Savings Time, and at any adjournments thereof.
The undersigned authorizes and directs Wachovia Bank, N.A. to vote all
of the Common Shares of the Company represented by this Card as
follows, WITH THE UNDERSTANDING THAT IF NO DIRECTIONS ARE GIVEN BELOW
SAID SHARES WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 3. The Board of
Directors recommends a vote "FOR" proposals 1, 2 and 3.

1. ELECTION OF DIRECTORS:

<TABLE>
<S> <C>
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE CONTRARY BELOW) TO VOTE FOR ALL NOMINEES LISTED BELOW
</TABLE>

James L. Bayman, Thomas A. Commes and Karl E. Ware

(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the following
line)

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

(INSTRUCTION CARD -- Continued from other side)

2. Approve the 1999 Stock Option Plan for Outside Directors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Approve the 1999 Restricted Stock Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In its discretion, to act on any other matter or matters which may
properly come before the meeting.

Dated: , 1999
----------------------

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

Your signature to this card
should be exactly the same as
the name imprinted hereon.

Please date, sign and return promptly in the accompanying envelope.