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                                                                   EXHIBIT 10.13

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

      WHEREAS, Kent Electronics Corporation desires to amend the Kent
Electronics Corporation Tax-Deferred Savings and Retirement Plan (the "Plan") to
incorporate changes as required or made desirable by the United States Services
Employment and Re-employment Rights Act of 1994, the Uruguay Roundtable
Amendments Act, Small Business Job Protections Act of 1996, and the Taxpayer
Relief Act of 1997;

      NOW, THEREFORE, the Plan shall be amended as follows:

      1.    Effective January 1, 1997, Section 1.15 shall be amended in its
entirety to read as follows:

            "Highly Compensated Employee shall mean (a) Employees who during the
            Plan Year (also the 'determination year') or preceding Plan Year
            (the 'look-back year') were at any time a 5% owner of Employer and
            (b) Employees with compensation in the preceding Plan Year from the
            Employer in excess of $80,000, (as adjusted by Commissioner under
            the Internal Revenue for any given year) and, if the Administrative
            Committee elects in its sole discretion, the Employee was a member
            of the top-paid 20% group of Employees.

            "For the purposes of determining who is a Highly Compensated
            Employee, the term 'compensation' has the meaning given such term by
            Code Section 415(c)(3).

            "Any Employee who is a non-resident alien who receives no earned
            income (within the meaning of Section 911(d)(2) of the Code) from
            the Employer which constitutes income from sources within the United
            States (within the meaning of Section 861(a)(3) of the Code) shall
            not be treated as an Employee for the purposes of determining
            whether an Employee is a Highly Compensated or Non-Highly
            Compensated Employee.

            "Notwithstanding the foregoing the determination of who is a Highly
            Compensated Employee shall be made in accordance with Section 414(q)
            of the Code and the applicable regulations thereunder and as elected
            by the Administrative Committee in accordance with applicable
            regulations."

      2.    Section 1.15 shall be amended to provide that the definition of
"Leased Employee," is amended effective January 1, 1997, by substituting
"performed under primary direction or control by the recipient" for "of a type
historically performed by employees in the business field of the recipient
Employer."

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      3.    Effective for re-employments after December 12, 1994, Section 1.3
shall be amended to add the following at the end thereof:

            "Notwithstanding any provision of this Plan to the contrary,
            contributions, benefits and service credit with respect to qualified
            military service will be provided in accordance with Code Section
            414(u)."

      4.    Any reference is this Plan and Trust to Family Member Aggregation
Rules is stricken effective with the first day of the first Plan Year beginning
after December 31, 1996.

      5.    Effective January 1, 1997, the second paragraph in Section 3.3(i)
is amended in its entirety as follows:

      "Any distribution of excess contributions for any plan year shall be made
      to Highly Compensated Employees on the basis of the amount of
      contributions by, or on behalf of, each of such Employees in accordance
      with the following method:

      Step 1: The Administrative Committee shall calculate the dollar amount of
      excess contributions for each affected Highly Compensated Employees.

      Step 2: The Administrative Committee shall then determine the total of the
      dollar amounts calculated in Step 1. This total amount in Step 2 (total
      excess contributions) shall be distributed in accordance with Steps 3 and
      4 below:

      Step 3: The elective contributions of the Highly Compensated Employee with
      the highest dollar amount of elective contributions shall be reduced by
      the amount required to cause that Highly Compensated Employee's elective
      contributions to equal the dollar amount of the elective contributions of
      the Highly Compensated Employee with the next highest dollar amount of
      elective contributions. This amount shall be distributed to the Highly
      Compensated Employee with the highest dollar amount. However, if a lesser
      reduction, when added to the total dollar amount already distributed under
      this step, would equal the total excess contributions, the lesser
      reduction amount shall be distributed.

      Step 4: If the total amount distributed is less than the total excess
      contributions, reductions shall continue to be made in accordance with
      Step 3 until the total amount distributed equals the total excess
      contributions.

      If these distributions are made, the cash or deferred arrangement is
      treated as meeting the nondiscrimination test of Code section 401(k)(3)
      regardless of whether the ADP, if recalculated after distributions, would
      satisfy Code section 401(k)(3)."

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6.    Section 3.3(j) is amended by the addition as the last paragraph:

      "From and after January 1, 1997, any distribution of excess aggregate
      contributions for any plan year shall be made to Highly Compensated
      Employees on the basis of the amount of contributions by, or on behalf of,
      each of such Employees in accordance with the following method:

      Step 1: The Administrative Committee shall calculate the dollar amount of
      excess aggregate contributions for each affected Highly Compensated
      Employee.

      Step 2: The Administrative Committee shall then determine the total of the
      dollar amounts calculated in Step 1. This total amount in Step 2 (total
      excess aggregate contributions) shall be distributed in accordance with
      Steps 3 and 4 below:

      Step 3: The matching contributions of the Highly Compensated Employee with
      the highest dollar amount of matching contributions shall be reduced by
      the amount required to cause that Highly Compensated Employee's matching
      contributions to equal the dollar amount of the matching contributions of
      the Highly Compensated Employee with the next highest dollar amount of
      matching contributions. This amount shall be distributed to the Highly
      Compensated Employee with the highest dollar amount. However, if a lesser
      reduction, when added to the total dollar amount already distributed under
      this step, would equal the total excess aggregate contributions, the
      lesser reduction amount shall be distributed.

      Step 4: If the total amount distributed is less than the total excess
      aggregate contributions, reductions shall continue to be made in
      accordance with Step 3 until the total amount distributed equals the total
      excess aggregate contributions.

      If these distributions are made, the arrangement is treated as meeting the
      nondiscrimination test of Code section 401(m)(3) regardless of whether the
      ADP, if recalculated after distributions, would satisfy Code section
      401(m)(3).

      This paragraph shall control notwithstanding any other provision in the
      Plan to the contrary."

7.    Effective August 1, 1998, Sections 6.6 (ii) and (iii) shall be amended by
      substituting the dollar amount of "$5,000.00" in the place of "$3,500.00."

8.    Effective August 1, 1998, Section 6.6(a)(i)(v) shall be amended as
      follows:

      "With respect to Employees who attain age 70 1/2 on or after August 1,
      1998, and who are not 5%-owners, benefits shall commence upon the later of
      termination of employment or the Required Beginning Date."

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      IN WITNESS WHEREOF, this Amendment has been executed this 1st day of
August, 1998.

Signed, sealed, and delivered in the presence of:


                                                KENT ELECTRONICS CORPORATION

                                                By: /s/ Stephen J. Chapko
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                                                Date: 8/1/98



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