<PAGE>

                                                                   EXHIBIT 10(w)







                                WYLE ELECTRONICS
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                          Effective as of July 1, 1996
<PAGE>

                                WYLE ELECTRONICS
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                               TABLE OF CONTENTS
                               -----------------

                                                                            Page
                                                                            ----
<TABLE>
<CAPTION>
      <S>                    <C>                                             <C>
                                   ARTICLE I
                             TITLE AND DEFINITIONS
      1.1 -  Title.........................................................    2
      1.2 -  Definitions...................................................    2

                                   ARTICLE II
                                 PARTICIPATION
      2.1 -  Participation.................................................    6

                                  ARTICLE III
                               DEFERRAL ELECTIONS
      3.1 -  Elections to Defer Compensation...............................    7
      3.2 -  Investment Elections..........................................    8

                                   ARTICLE IV
                                    ACCOUNTS
      4.1 -  Deferral Account..............................................    9
      4.2 -  Company Contribution Account..................................   10

                                   ARTICLE V
                                    VESTING
      5.1 -  Deferral Account..............................................   12
      5.2 -  Company Contribution Account..................................   12

                                   ARTICLE VI
                                 DISTRIBUTIONS
      6.1 -  Distribution of Deferred Compensation........................    13
      6.2 -  Inability to Locate Participant..............................    15
      6.3 -  Payment by Trust.............................................    15
      6.4 -  Hardship Distributions.......................................    16
      6.5 -  Loans........................................................    16
      6.6 -  Distributions on Disability..................................    17

                                  ARTICLE VII
                                 DEATH BENEFITS
      7.1 -  In General....................................................   17
      7.2 -  Payment of Death Benefits.....................................   17

                                  ARTICLE VIII
                                  ARBITRATION
      8.1 -  Arbitration...................................................   18

                                   ARTICLE IX
                                 ADMINISTRATION
      9.1 -  Committee....................................................    21
      9.2 -  Committee Action.............................................    21

</TABLE>

                                       i
<PAGE>

<TABLE>
      <S>     <C>                                                            <C>
      9.3 -   Powers and Duties of the Committee...........................   22
      9.4 -   Construction and Interpretation..............................   23
      9.5 -   Information..................................................   23
      9.6 -   Compensation, Expenses and Indemnity.........................   23
      9.7 -   Quarterly Statements.........................................   24

                                   ARTICLE X
                                 MISCELLANEOUS

      10.1 -   Unsecured General Creditor..................................   25
      10.2 -   Restriction Against Assignment..............................   25
      10.3 -   Withholding.................................................   26
      10.4 -   Amendment, Modification, Suspension or Termination..........   26
      10.5 -   Governing Law...............................................   27
      10.6 -   Receipt or Release..........................................   27
      10.7 -   Payments on Behalf of Persons Under Incapacity..............   27
      10.8 -   Headings, etc. Not Part of Agreement........................   28

</TABLE>

                                      ii
<PAGE>

                                WYLE ELECTRONICS

                     EXECUTIVE DEFERRED COMPENSATION PLAN


    WHEREAS, Wyle Electronics (the "Company") desires to establish a deferred
compensation plan to provide supplemental retirement income benefits for a
select group of management and highly compensated employees (consisting of
corporate officers and company vice presidents) through deferrals of salary and
through the Company's contributions, effective as of July 1, 1996; and

    WHEREAS, it is believed that the adoption of this plan providing for
deferred compensation at the election of each executive will be in the best
interests of the Company;

    NOW, THEREFORE, it is hereby declared as follows:
<PAGE>

                                   ARTICLE I
                             TITLE AND DEFINITIONS

1.1 -  TITLE.
       -----

    This Plan shall be known as the Wyle Electronics Executive Deferred
Compensation Plan.

1.2 -  DEFINITIONS.
       -----------

    Whenever the following words and phrases are used in this Plan, with the
first letter capitalized, they shall have the meanings specified below.

    "Account" or "Accounts" shall mean a Participant's Deferral Account and/or
Company Contribution Account.

    "Base Compensation" shall mean the portion of the Participant's Compensation
exclusive of bonuses and other portions of Compensation not considered by the
Company as part of base compensation.

    "Beneficiary" or "Beneficiaries" shall mean the person or persons, including
a trustee, personal representative or other fiduciary, last designated in
writing by a Participant in accordance with procedures established by the
Committee to receive the benefits specified hereunder in the event of the
Participant's death. No Beneficiary designation shall become effective until it
is filed

                                       2
<PAGE>

with the Committee. If there is no Beneficiary designation in effect, or if
there is no surviving designated Beneficiary, then the Participant's surviving
spouse shall be the Beneficiary. If there is no surviving spouse to receive any
benefits payable in accordance with the preceding sentence, the duly appointed
and currently acting personal representative of the participant's estate (which
shall include either the Participant's probate estate or living trust) shall be
the Beneficiary. In any case where there is no such personal representative of
the Participant's estate duly appointed and acting in that capacity within 90
days after the Participant's death (or such extended period as the Committee
determines is reasonably necessary to allow such personal representative to be
appointed, but not to exceed 180 days after the Participant's death), then
Beneficiary shall mean the person or persons who can verify by affidavit or
court order to the satisfaction of the Committee that they are legally entitled
to receive the benefits specified hereunder. In the event any amount is payable
under the Plan to a minor, payment shall not be made to the minor, but instead
be paid (1) to that person's living parent(s) to act as custodian, (2) if that
person's parents are then divorced, and one parent is the sole custodial parent,
to such custodial parent, or (3) if no parent of that person is then living, to
a custodian selected by the Committee to hold the funds for the minor under the
Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which
the minor resides. If no parent is living and the Committee decides not to
select another custodian to hold the funds for the minor, then payment shall be
made to the duly appointed and

                                       3
<PAGE>

currently acting guardian of the estate for the minor or, if no guardian of the
estate for the minor is duly appointed and currently acting within 60 days after
the date the amount becomes payable, payment shall be deposited with the court
having jurisdiction over the estate of the minor.

    "Board of Directors" or "Board" shall mean the Board of Directors of the
Company.

    "Code" shall mean the Internal Revenue Code of 1986, as amended.

    "Committee" shall mean the Committee appointed by the Board to administer
the Plan in accordance with Article IX.

    "Company" shall mean Wyle Electronics, any successor corporation and each
corporation which is a member of a controlled group of corporations (within the
meaning of Section 414(b) of the Code) of which Wyle Electronics is a component
member.

    "Company Contribution Account" shall mean the bookkeeping account maintained
by the Committee for each Participant that is credited with an amount equal to
the Company Contribution Amount, if any, and earnings or losses pursuant to
Section 4.2.

    "Company Contribution Amount" shall equal the amount described in Section
4.2.

                                       4
<PAGE>

    "Compensation" shall mean the salary, wage paid to the Eligible Employee,
including bonuses, exclusive of expenses, subsistence allowance or any extra
payments in a Plan Year.

    "Deferral Account" shall mean the bookkeeping account maintained by the
Committee for each Participant that is credited with amounts equal to (1) the
portion of the Participant's Base Compensation that he or she elects to defer,
and (2) investment gains and losses pursuant to Section 4.1.

    "Disabled" or "Disability" shall mean that a Participant is disabled due to
sickness or injury which qualifies the Participant for disability payments under
the Company's long term disability plan.  A Participant shall be considered
totally and permanently disabled on the date he qualifies for such long term
disability payments.

    "Effective Date" shall mean July 1, 1996.

    "Eligible Employee" shall mean officers and other highly compensated
employees of the Company at the Vice President level or higher who are selected
by the Committee to participate in the Plan.

    "Fund" or "Funds" shall mean one or more of the investments selected by the
Committee pursuant to Section 3.2(b).

                                       5
<PAGE>

    "Investment Return" shall mean, for each Fund, an amount equal to the net
investment performance of such Fund on a given day, as determined by the
Committee.

    "Participant" shall mean any Eligible Employee who elects to defer
Compensation in accordance with Section 3.1.

    "Plan" shall mean the Wyle Electronic's Executive Deferred Compensation Plan
set forth herein, now in effect, or as amended from time to time.

    "Plan Year" shall mean the 12 consecutive month period beginning on January
1, provided, however, that the first Plan Year shall be a short year beginning
on July 1, 1996 and ending on December 31, 1996.

    "Years of Vesting Service" for any Participant shall equal the Participant's
"Years of Service" under the Wyle Electronics 401(k) Plan.


                                   ARTICLE II
                                 PARTICIPATION

2.1 -  PARTICIPATION.
       -------------

                                       6
<PAGE>

    An Eligible Employee shall become a Participant in the Plan by electing to
defer a portion of his or her Base Compensation in accordance with Section 3.1.

                                       7
<PAGE>

                                  ARTICLE III
                               DEFERRAL ELECTIONS

3.1 -  ELECTIONS TO DEFER COMPENSATION.
       -------------------------------

    (a) Election Period.  Each Eligible Employee may elect to defer Base
Compensation by filing with the Committee an election that conforms to the
requirements of this Section 3.1, on a form provided by the Committee, no later
than December 31 of the year preceding the year for which the election is to
become effective.  However, for the initial Plan Year, the election is to be
made no later than June 30, 1996.  Such election for the initial Plan Year will
be effective for Base Compensation earned during the period between July 1, 1996
and December 31, 1996.

    (b) Deferral Percentage.  The amount of Base Compensation which an Eligible
Employee may elect to defer is any percentage or dollar amount of Base
Compensation up to 25%.

    (d) Duration of Deferral Election.  Any deferral election made under
paragraph (a) of this Section 3.1 shall remain in effect and be irrevocable,
notwithstanding any change in the Participant's Base Compensation, for the
entire Plan Year for which it is effective.  Subject to the provisions of this
Section 3.1, a Participant shall file a new election each year with the
Committee by December 31, for Base Compensation earned during the Plan Year
beginning on January 1 of the immediately following year.

                                       8
<PAGE>

3.2 -  INVESTMENT ELECTIONS.
       --------------------

    (a)  At the time of making the deferral elections described in Section 3.1,
the Participant shall designate, in a manner prescribed by the Committee, which
of the following Funds the Participant's Accounts will be deemed to be invested
in for purposes of determining the Investment Return to be credited to those
Accounts:

         1)   Cash Fund
         2)   Bond Fund
         3)   Balanced Fund
         4)   Core U.S. Equity Fund
         5)   Aggressive Growth Fund
         6)   International Stock Fund

    In making the designation pursuant to this Section 3.2, the Participant may
specify that all or any whole percentage of his Accounts be deemed to be
invested in one or more of the Funds. A Participant may change the designation
made under this Section 3.2, on any business day by filing an election on a form
provided by the Committee. Such change shall be effective as soon as
administratively feasible after such form is received by the Committee.

    (b) If a Participant fails to elect a type of fund under this Section 3.2,
he or she shall be deemed to have elected the Cash Fund.

                                       9
<PAGE>

    (c) Although the Participant may designate the Funds according to paragraph
(a) above, the Committee shall select from time to time, in its sole discretion,
a commercially available mutual fund or contract representing each of the Funds
described in paragraph (a).  The Investment Return of each such commercially
available mutual fund or contract shall be used to determine the amount of
earnings to be credited to Participants' Accounts under Article IV.

                                   ARTICLE IV
                                    ACCOUNTS

4.1 -  DEFERRAL ACCOUNT.
       ----------------

    The Committee shall establish and maintain a Deferral Account for each
Participant under the Plan.  Each Participant's Deferral Account shall be
further divided into separate subaccounts ("subaccounts"), each of which
corresponds to a Fund elected by the Participant pursuant to Section 3.2(a).  A
Participant's Deferral Account shall be credited as follows:

    (a) As of the last day of each payroll period, the Committee shall credit
the subaccounts of the Participant's Deferral Account with an amount equal to
the Base Compensation deferred by the Participant during such payroll period in
accordance with the Participant's election under Section 3.2(a); that is, the
portion of the Participant's deferred Base Compensation that the Participant

                                      10
<PAGE>

has elected to be deemed to be invested in a certain Fund shall be credited to
the subaccount corresponding to that Fund; and

    (b) Each subaccount of a Participant's Deferral Account shall, as of each
business day, be credited with earnings and debited with losses in an amount
equal to that determined by multiplying the balance credited to such subaccount
as of the previous day by the Investment Return for the corresponding Fund
selected by the Company pursuant to Section 3.2(b).

4.2 -  COMPANY CONTRIBUTION ACCOUNT.
       ----------------------------

    The Committee shall establish and maintain a Company Contribution Account
for each Participant under the Plan.  Each Participant's Company Contribution
Account shall be further divided into separate subaccounts corresponding to the
Fund elected by the Participant pursuant to Section 3.2(a).  A Participant's
Company Contribution Account shall be credited as follows:

    (a) As of the last day of each payroll period, the Committee shall credit
the subaccounts of the Participant's Company Contribution Account with an amount
equal to the Company Contribution Amount, if any, applicable to that
Participant; that is, the portion of the Company Contribution Amount, if any,
which the Participant elected to be deemed to be invested in a certain type of
Fund shall be credited to the corresponding subaccount.  Subject to paragraph
(d) below, a Participant's Company Contribution

                                      11
<PAGE>

Amount for any payroll period shall be equal to: (1) 50% of the Compensation
deferred by the Participant during such payroll period in accordance with the
Participant's election under Section 3.2(a), disregarding any such deferral in
excess of 6% of the Participant's Compensation for such payroll period; less (2)
any contributions that the Company made on behalf of the Participant to the
Company's 401(k) Plan for such payroll period;

    (b) Each subaccount of a Participant's Company Contribution Account shall be
credited daily with earnings or losses in an amount equal to that determined by
multiplying the balance credited to such subaccount as of the previous day by
the Investment Return for the corresponding Fund selected by the Company
pursuant to Section 3.2(b);

    (c) As of the last day of each month, forfeitures that occurred during such
month shall be returned to the Company for its unrestricted use; and

    (d) As of the last day of the last month for each Plan Year, a Participant's
Company Contribution Amount to be credited on such date pursuant to paragraph
(a) above, shall be adjusted so that the Participant's total Company
Contribution Amounts for the payroll periods ending in the Plan Year equal: (1)
50% of the salary deferred by the Participant during the payroll periods ending
in that Plan Year, disregarding any such deferrals in excess of 6% of the
Participant's Compensation for such payroll periods ending in

                                      12
<PAGE>

that Plan Year; less (2) any contributions that the Company made on behalf of
the Participant to the Company's 401(k) Plan for such payroll periods ending in
that Plan Year.

    (e) Notwithstanding the above paragraphs of this Section 4.2, from time-to-
time and in its sole discretion, the Board may provide that additional Company
Contribution Amounts be credited to some or all Participants, according to the
terms and conditions determined by the Board.

                                   ARTICLE V
                                    VESTING

5.1 -  DEFERRAL ACCOUNT.
       ----------------

    A Participant's Deferral Account shall be 100% vested at all times.

5.2 -  COMPANY CONTRIBUTION ACCOUNT.
       ----------------------------

    (a) Each Participant's Company Contribution Account shall become
nonforfeitable in the following increments:  (1) 25% upon the Participant's
completion of three years of vesting service, (2) an additional 25% (50% total)
upon completion of four years of vesting service, and (3) in its entirety after
the Participant's completion of five years of vesting service.   Notwithstanding
the foregoing, a Participant's Company Contribution Account shall be entirely

                                      13
<PAGE>

nonforfeitable if the Participant performed services for the Company as an
employee on or before June 30, 1994.

    (b) Notwithstanding paragraph (a) of this Section 5.2, a Participant's
Company Contribution Account shall become 100% vested should: (1) the
Participant die while employed by the Company, (2) the Participant become
Disabled while employed by the Company, or (3) there occurs a "Change of
Control," as defined in the Wyle Electronics Supplemental Executive Retirement
Plan.

    (c) When a Participant terminates employment, the portion of his or her
Company Contribution Account which is not vested shall immediately be forever
forfeited to the Company, and the Company shall have no obligation to the
Participant (or Beneficiary) with respect to such forfeited amount.

                                   ARTICLE VI
                                 DISTRIBUTIONS

6.1 -  DISTRIBUTION OF DEFERRED COMPENSATION.
       -------------------------------------

    (a) Initial Election Period.  For purposes of this Section 6.1, a
Participant's "Initial Election Period" shall mean the period ending June 30,
1996, or the 30-day period following the Eligible Employee's date of hire.
During such Initial Election Period, the Participant may elect, on the form
provided by the Committee to defer Compensation under Section 3.1, to receive
one of the optional

                                      14
<PAGE>

forms of payment described in Section 6.1(c). If such an election is made, it
shall be effective for all subsequent years, subject to the Participant electing
a new optional form of payment pursuant to Section 6.1(c).

    (b) Termination of Employment. The amount credited to a Participant's
Deferral Account and the vested portion of the amount credited to his or her
Company Contribution Account shall be paid to the Participant (or, in the case
of his or her death, Beneficiary) in the form of payment the participant elected
during his or her Initial Election Period, as described in Section 6.1(a), or
the optional form of payment elected pursuant to Section 6.1(c). If no such
elections were made, the payment shall be made in the form of a cash lump sum
payment within 90 days following the Participant's termination of employment.

    (c) Optional Forms of Payment.  A Participant may elect one of the following
optional forms of payment provided that his or her election is filed with the
Committee at least one year prior to his or her termination date, and provided
that such optional form of payment does not occur or commence before his or her
termination date:

         (1) A lump sum payment on the date designated by the Participant in his
    or her election, or

                                      15
<PAGE>

         (2) Substantially equal annual installments over five, or ten years, to
    begin on a date designated by the Participant in his or her election.

    If such an election is made, it shall be effective for all subsequent years,
subject to the Participant electing a new optional form of payment pursuant to
this Section 6.1(c).

    (d) The unpaid portion of a Participant's Accounts shall continue to be
credited monthly with earnings pursuant to Section 4.1 of the Plan until all
amounts credited to his or her Accounts under the Plan have been distributed. If
installment payments are made under this Plan, the Committee shall adjust the
amount of the installments as it deems appropriate to take into account
investment gains or losses which occur during the period when installment
payments are made. Such adjustments shall be made so that the total payments to
the Participant equal the Participant's Accounts, adjusted for investment gains
and losses.

6.2 -  INABILITY TO LOCATE PARTICIPANT.
       -------------------------------

    In the event that the Committee is unable to locate a Participant or
Beneficiary within two years following the date the Participant was to commence
receiving payment pursuant to Section 6.1(b), the entire amount allocated to the
Participant's Deferral Account and Company Contribution Account shall be
forfeited.  If, after such forfeiture, the Participant or Beneficiary later
claims

                                      16
<PAGE>

such benefit, such benefit shall be reinstated without interest or earnings from
the date payment was to commence in Section 6.1(b), provided that Section 6.2
shall still apply.

6.3 -  PAYMENT BY TRUST.
       ----------------

    The Company may cause the payment of benefits under this Plan to be made in
whole or in part by the Trustee of Wyle Electronics Trust Agreement for
Executive Deferred Compensation Plan (the "Trust"). The Committee shall direct
the Trustee to pay the Participant's or Beneficiary's benefit at the time and in
the amount described in Section 6.1, 6.4 or Article VII to the extent of the
amounts allocated to Participant. In the event the amounts allocated to the
Participant are not sufficient to provide the full amount of benefit payable to
the Participant, the Company shall pay for the remainder of such benefit at the
time set forth in Section 6.1.

                                      17
<PAGE>

6.4 -  HARDSHIP DISTRIBUTIONS.
       ----------------------

    Notwithstanding anything in this Article VI, the Plan shall permit an
in-service hardship distribution, subject to the approval of the Committee, if a
Participant has a financial hardship.  A hardship exists if the Participant
demonstrates to the satisfaction of the Committee that he has suffered a severe
financial hardship which is unforeseeable, and that he does not have other
assets sufficient to satisfy the financial need created by the hardship.  A
hardship includes, but is not limited to, a financial hardship as defined in the
Company's 401(k) Plan.  The determination of whether a Participant has suffered
a hardship shall be made by the Committee in its sole discretion.  A hardship
distribution, if made, shall not exceed the lesser of: (1) the amount needed to
satisfy the hardship, as determined by the Committee; (2) the Participant's
aggregate Base Compensation deferrals under Section 3.1; or (3) the
Participant's Deferral Account.

6.5 -  LOANS.
       -----

    There shall be no loans permitted under the Plan.

6.6 -  DISTRIBUTIONS ON DISABILITY.
       ---------------------------

    If a Participant becomes Disabled, such Participant's Account shall be
distributed pursuant to Section 6.1(b).

                                      18
<PAGE>

                                  ARTICLE VII
                                 DEATH BENEFITS

7.1 -  IN GENERAL.
       ----------

    Upon the death of a Participant, and before his or her Account has been paid
in full (either in a lump sum or installment payments), his or her Beneficiary
shall receive the balance of the Participant's vested Account as of the date of
death in accordance with Section 7.2.

7.2 -  PAYMENT OF DEATH BENEFITS.
       -------------------------

    The death benefit payable pursuant to Section 7.1 shall be paid to the
Participant's Beneficiary according to Section 6.1(b).

    Notwithstanding the foregoing, the Committee may, in its sole and absolute
discretion and at the request of the Beneficiary, accelerate any such payments.

                                      19
<PAGE>

                                  ARTICLE VIII
                                  ARBITRATION

8.1 -  ARBITRATION.
       -----------

    (a) A Participant or, following the Participant's death, a Beneficiary
(collectively referred to in this section as "Claimant") may, if he desires,
submit any claim for payment under the Plan or any dispute regarding the
interpretation of the Plan to arbitration.  This right to select arbitration
shall be solely that of the Claimant, and the Claimant may decide whether or not
to arbitrate in his discretion.  The "right to select arbitration" does not
impose on the Claimant a requirement to submit a dispute for arbitration.  The
Claimant may, in lieu of arbitration, bring an action in appropriate civil
court.  The Claimant retains the right to select arbitration, even if a civil
action (including, without limitation, an action for declaratory relief) is
brought by the Company or any other fiduciary of the Plan prior to the
commencement of arbitration.  If arbitration is selected by the Claimant after a
civil action concerning the Claimant's dispute has been brought by a person
other than the Claimant, the Company, the trustee of any grantor trust that
holds assets for the purpose of making benefit payments under the Plan
("Trustee"), and the Claimant shall take such actions as are necessary or
appropriate, including dismissal of the civil action, so that the arbitration
can be timely heard.  Once arbitration is commenced, it may not be discontinued
without the unanimous consent of all parties to the arbitration.  During the

                                      20
<PAGE>

lifetime of the Participant only he can use the arbitration procedure set forth
in this section.

    (b) Any claim for arbitration may be submitted as follows:  if the Claimant
disagrees with an interpretation of the Plan by the Company or any fiduciary of
the Plan, or disagrees with the calculation of his benefit under the Plan, such
claim may be filed in writing with an arbitrator of the Claimant's choice who is
selected by the method described in the next four sentences.  The first step of
the selection shall consist of the Claimant submitting in writing a list of five
potential arbitrators to the Company and to the Trustee.  Each of the five
arbitrators must be either (1) a member of the National Academy of Arbitrators
located in the state of the Claimant's principal residence or (2) a retired
California Superior Court or Appellate Court judge.  Within one week after
receipt of the list, the Trustee and the Company shall jointly select one of the
five arbitrators as the arbitrator of the dispute in question.  If the Trustee
and Company fail to select an arbitrator in a timely manner (including failure
to select an arbitrator by reason of disagreement between the Trustee and the
Company as to the arbitrator to be selected), the Claimant then shall designate
one of the five arbitrators as the arbitrator of the dispute in question.

    (c) The arbitration hearing shall be held within seven days (or as soon
thereafter as possible) after the selection of the arbitrator.  No continuance
of said hearing shall be allowed without

                                      21
<PAGE>

the mutual consent of the Claimant, the Trustee, and the Company. Absence from
or nonparticipation at the hearing by any party shall not prevent the issuance
of an award. Hearing procedures that will expedite the hearing may be ordered at
the arbitrator's discretion, and the arbitrator may close the hearing in his
sole discretion when he decides he has heard sufficient evidence to justify
issuance of an award.

    (d) The arbitrator's award shall be rendered as expeditiously as possible
and in no event later than one week after the close of the hearing.  In the
event the arbitrator finds that the Claimant is entitled to the benefits he
claimed, the arbitrator shall order the Company and/or the Trustee to pay such
benefits, in the amounts and at such time as the arbitrator determines.  The
obligation of the Trustee to pay such benefits shall not, however, exceed the
assets of the trust, and the Company shall be jointly and severally liable for
any amount that the Trustee is ordered to pay.  The award of the arbitrator
shall be final and binding on the parties.  The Company shall thereupon pay the
Claimant immediately the amount that the arbitrator orders to be paid in the
manner described in the award.  The award may be enforced in any appropriate
court as soon as possible after its rendition.  If any action is brought to
confirm the award, no appeal shall be taken by any party from any decision
rendered in such action.

          (e) If the arbitrator determines either that the Claimant is entitled
to the claimed benefits or that the claim by the Claimant

                                      22
<PAGE>

was made in good faith, the arbitrator shall direct the Company to pay to the
Claimant, and Company agrees to pay to the Claimant in accordance with such
order, an amount equal to the Claimant's expenses in pursuing the claim,
including attorneys' fees.

                                      23
<PAGE>

                                   ARTICLE IX
                                 ADMINISTRATION

9.1 -  COMMITTEE.
       ---------

    A committee shall be appointed by, and serve at the pleasure of, the Board
of Directors.  The number of members comprising the Committee shall be
determined by the Board which may from time to time vary the number of members.
A member of the Committee may resign by delivering a written notice of
resignation to the Board.  The Board may remove any member by delivering a
certified copy of its resolution of removal to such member.  Vacancies in the
membership of the Committee shall be filled promptly by the Board.

9.2 -  COMMITTEE ACTION.
       ----------------

    The Committee shall act at meetings by affirmative vote of a majority of the
members of the Committee.  Any action permitted to be taken at a meeting may be
taken without a meeting if, prior to such action, a written consent to the
action is signed by all members of the Committee and such written consent is
filed with the minutes of the proceedings of the Committee.  A member of the
Committee shall not vote or act upon any matter which relates solely to himself
or herself as a Participant.  The Chairman or any other member or members of the
Committee designated by the Chairman may

                                      24
<PAGE>

execute any certificate or other written direction on behalf of the Committee.

9.3 -  POWERS AND DUTIES OF THE COMMITTEE.
       ----------------------------------

    (a) The Committee, on behalf of the Participants and their Beneficiaries,
shall enforce the Plan in accordance with its terms, shall be charged with the
general administration of the Plan, and shall have all powers necessary to
accomplish its purposes, including, but not by way of limitation, the following:

         (1)  To select the funds or contracts to be the Funds in accordance
              with Section 3.2(b) hereof;
         (2)  To construe and interpret the terms and provisions of this Plan;
         (3)  To compute and certify to the amount and kind of benefits payable
              to Participants and their Beneficiaries;
         (4)  To maintain all records that may be necessary for the
              administration of the Plan;
         (5)  To provide for the disclosure of all information and the filing or
              provision of all reports and statements to Participants,
              Beneficiaries or governmental agencies as shall be required by
              law;
         (6)  To make and publish such rules for the regulation of the Plan and
              procedures for the administration of the

                                      25
<PAGE>

              Plan as are not inconsistent with the terms hereof; and
         (7)  To appoint a plan administrator or any other agent, and to
              delegate to them such powers and duties in connection with the
              administration of the Plan as the Committee may from time to time
              prescribe.

9.4 -  CONSTRUCTION AND INTERPRETATION.
       -------------------------------

    The Committee shall have full discretion to construe and interpret the terms
and provisions of this Plan, which interpretation or construction shall be final
and binding on all parties, including but not limited to the Company and any
Participant or Beneficiary.  The Committee shall administer such terms and
provisions in a uniform and nondiscriminatory manner and in full accordance with
any and all laws applicable to the Plan.

9.5 -  INFORMATION.
       -----------

    To enable the Committee to perform its functions, the Company shall supply
full and timely information to the Committee on all matters relating to the
Compensation of all Participants, their death, Disability, or other cause of
termination, and such other pertinent facts as the Committee may require.

                                      26
<PAGE>

9.6 -  COMPENSATION, EXPENSES AND INDEMNITY.
       ------------------------------------

    (a) The Committee is authorized at the expense of the Company to employ such
legal counsel as it may deem advisable to assist in the performance of its
duties hereunder.  Expenses and fees in connection with the administration of
the Plan shall be paid by the Company.

    (b) To the extent permitted by applicable state law, the Company shall
indemnify and save harmless the Committee and each member thereof, the Board of
Directors and any delegate of the Committee who is an employee of the Company
against any and all expenses, liabilities and claims, including legal fees to
defend against such liabilities and claims arising out of their discharge in
good faith of responsibilities under or incident to the Plan, other than
expenses and liabilities arising out of willful misconduct.  This indemnity
shall not preclude such further indemnities as may be available under insurance
purchased by the Company or provided by the Company under any bylaw, agreement
or otherwise, as such indemnities are permitted under state law.

9.7 -  QUARTERLY STATEMENTS.
       --------------------

    Under procedures established by the Committee, a Participant shall receive a
statement with respect to such Participant's Accounts on a quarterly basis as of
each March 31, June 30, September 30 and December 31.

                                      27
<PAGE>

                                   ARTICLE X
                                 MISCELLANEOUS

10.1 -  UNSECURED GENERAL CREDITOR.
        --------------------------

    Participants and their Beneficiaries, heirs, successors, and assigns shall
have no legal or equitable rights, claims, or interest in any specific property
or assets of the Company.  No assets of the Company shall be held under any
trust, or held in any way as collateral security for the fulfilling of the
obligations of the Company under this Plan.  Any and all of the Company's assets
shall be, and remain, the general unpledged, unrestricted assets of the Company.
The Company's obligation under the Plan shall be merely that of an unfunded and
unsecured promise of the Company to pay money in the future, and the rights of
the Participants and Beneficiaries shall be no greater than those of unsecured
general creditors.

10.2 -  RESTRICTION AGAINST ASSIGNMENT.
        ------------------------------

    The Company shall pay all amounts payable hereunder only to the person or
persons designated by the Plan and not to any other person or corporation.  No
part of a  Participant's Accounts shall be liable for the debts, contracts, or
engagements of any Participant, his or her Beneficiary, or successors in
interest, nor shall a Participant's Accounts be subject to execution by levy,
attachment, or garnishment or by any other legal or equitable proceeding, nor

                                      28
<PAGE>

shall any such person have any right to alienate, anticipate, commute, pledge,
encumber, or assign any benefits or payments hereunder in any manner whatsoever.
If any Participant, Beneficiary or successor in interest is adjudicated bankrupt
or purports to anticipate, alienate, sell, transfer, assign, pledge, encumber or
charge any distribution or payment from the Plan, voluntarily or involuntarily,
the Committee, in its discretion, may cancel such distribution or payment (or
any part thereof) to or for the benefit of such Participant, Beneficiary or
successor in interest in such manner as the Committee shall direct.

10.3 -  WITHHOLDING.
        -----------

    There shall be deducted from each payment made under the Plan or any other
compensation payable to the Participant (or Beneficiary) all taxes which are
required to be withheld by the Company in respect to such payment or this Plan.
The Company shall have the right to reduce any payment (or compensation) by the
amount of cash sufficient to provide the amount of said taxes.

10.4 -  AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION.
        --------------------------------------------------

    The Company may amend, modify, suspend or terminate the Plan in whole or in
part, except that (a) no amendment, modification, suspension or termination
shall have any retroactive effect to reduce any amounts allocated to a
Participant's Accounts, and (b) Section 8.1 may not be amended with respect to
any Participant or

                                      29
<PAGE>

Beneficiary following the date the Participant or Beneficiary makes a claim for
benefits under the Plan. In the event that this Plan is terminated, the amounts
credited to a Participant's Accounts (including any previously unvested amounts)
shall be distributed to the Participant or, in the event of his or her death,
his or her Beneficiary in a lump sum within thirty (30) days following the date
of termination.

10.5 -  GOVERNING LAW.
        -------------

    This Plan shall be construed, governed and administered in accordance with
the laws of the State of California.

10.6 -  RECEIPT OR RELEASE.
        ------------------

    Any payment to a Participant or the Participant's Beneficiary in accordance
with the provisions of the Plan shall, to the extent thereof, be in full
satisfaction of all claims against the Committee, the Company and the Trustee.
The Committee may require such Participant or Beneficiary, as a condition
precedent to such payment, to execute a receipt and release to such effect.

                                      30
<PAGE>

10.7 -  PAYMENTS ON BEHALF OF PERSONS UNDER INCAPACITY.
        ----------------------------------------------

    In the event that any amount becomes payable under the Plan to a person who,
in the sole judgement of the Committee, is considered by reason of physical or
mental condition to be unable to give a valid receipt therefore, the Committee
may direct that such payment be made to any person found by the Committee, in
its sole judgement, to have assumed the care of such person. Any payment made
pursuant to such determination shall constitute a full release and discharge of
the Committee and the Company.

10.8 -  HEADINGS, ETC. NOT PART OF AGREEMENT.
        ------------------------------------

    Headings and subheadings in this Plan are inserted for convenience of
reference only and are not to be considered in the construction of the
provisions hereof.

                                      31
<PAGE>

    IN WITNESS WHEREOF, the Company has caused this document to be executed by
its duly authorized officer on this 20th day of June, 1996.


                                 WYLE ELECTRONICS


BY: /s/ Stephen D. Natcher
--------------------------------------

ITS: Senior Vice President
--------------------------------------

                                      32