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                                                                     EXHIBIT 4.8

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

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

                              W I T N E S S E T H:

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

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

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

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

                                    ARTICLE I

                                   DEFINITIONS

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

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

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





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

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

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

                                   ARTICLE II

               MERGER OF THE PIONEER PLAN II INTO THE PIONEER PLAN

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

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

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

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



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

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

                                   ARTICLE III

                  AMENDMENT TO PIONEER PLAN AND RELATED MATTERS

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

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

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

                                   ARTICLE IV

                                  MISCELLANEOUS

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




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

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

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

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

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



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

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

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


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




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