1
PIONEER-STANDARD ELECTRONICS, INC.
OFFICER AND DIRECTOR POWER OF ATTORNEY
The undersigned Director and Officer of Pioneer-Standard
Electronics, Inc., an Ohio corporation (the "Company"), which anticipates
filing with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 with respect to up to an additional 500,000 Common Shares, without
par value, pursuant to the Company's 1991 Stock Option Plan (the "Plan"),
hereby constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John
V. Goodger and William A. Papenbrock and each of them, as his attorney, with
full power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Preston B. Heller, Jr.
-------------------------
PRESTON B. HELLER, JR.
Chairman of the Board,
Chief Executive Officer, and
Director
431/15154HFB.400
E-10
2
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ James L. Bayman
------------------------
JAMES L. BAYMAN
Director
431/15154HFB.400
E-11
3
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Frederick A. Downey
------------------------------
FREDERICK A. DOWNEY
Director
431/15154HFB.400
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4
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Victor Gelb
----------------------
VICTOR GELB
Director
431/15154HFB.400
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5
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Gordon E. Heffern
---------------------------
GORDON E. HEFFERN
Director
431/15154HFB.400
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6
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Arthur Rhein
--------------------------
ARTHUR RHEIN
Director
431/15154HFB.400
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7
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Edwin Z. Singer
-----------------------------
EDWIN Z. SINGER
Director
431/15154HFB.400
E-16
8
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Thomas C. Sullivan
----------------------------
THOMAS C. SULLIVAN
Director
431/15154HFB.400
E-17
9
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Karl E. Ware
--------------------------
KARL E. WARE
Director
431/15154HFB.400
E-18
10
PIONEER-STANDARD ELECTRONICS, INC.
OFFICER POWER OF ATTORNEY
The undersigned Officer of Pioneer-Standard Electronics, Inc.,
an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ John V. Goodger
----------------------------------
John V. Goodger
Vice President, Treasurer
and Assistant Secretary
(Principal Financial Officer)
431/15154HFB.400
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11
PIONEER-STANDARD ELECTRONICS, INC.
OFFICER POWER OF ATTORNEY
The undersigned Officer of Pioneer-Standard Electronics, Inc.,
an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as her attorney, with full
power of substitution and resubstitution, for and in her name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Janice M. Margheret
---------------------------------
Janice M. Margheret
Senior Vice President
(Principal Accounting Officer)
431/15154HFB.400
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12
PIONEER-STANDARD ELECTRONICS, INC.
ISSUER POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Pioneer-Standard
Electronics, Inc., an Ohio corporation (the "Company"), which anticipates
filing with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 with respect to up to an additional 500,000 Common Shares, without
par value, pursuant to the Company's 1991 Stock Option Plan (the "Plan"),
hereby constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John
V. Goodger and William A. Papenbrock or any one or more of them, its
attorneys-in-fact and agents, each with full power of substitution and
resubstitution for it in any and all capacities, to sign and file, or to cause
the proposed Registration Statement and any and all amendments (including post-
effective amendments) and Exhibits thereto, and any and all applications and
other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration, and any and all
applications, certificates and other documents to be filed with the Securities
and Exchange Commission or any and all applications, certificates or other
documents to be filed with any governmental or private agency or official
relative to the issuance of said Common Shares, with full power and authority
to do and perform any and all acts and things whatsoever requisite and
necessary to be done in the premises, hereby ratifying and approving the acts
of such attorney or any such substitute.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio, on April, 26, 1994.
PIONEER-STANDARD ELECTRONICS, INC.
By: /s/ Preston B. Heller, Jr.
--------------------------------
PRESTON B. HELLER, JR.
Chairman of the Board,
Chief Executive Officer, and
Director
Attest: /s/ William A. Papenbrock
431/15154HFB.498
E-21
13
PIONEER-STANDARD ELECTRONICS, INC.
Certified Resolution
I, William A. Papenbrock, Secretary of Pioneer-Standard
Electronics, Inc., an Ohio corporation (the "Company") do hereby certify that
the following is a true copy of a resolution adopted by the Board of Directors
on April 26, 1994 and that the same has not been changed and remains in full
force and effect.
RESOLVED, that Preston B. Heller Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock be, and each of them hereby is, appointed as
the attorney of Pioneer-Standard Electronics, Inc., with full power of
substitution and resubstitution for and in the name, place and stead of the
Company to sign, attest and file a Registration Statement on Form S-8, or any
other appropriate form that may be used from time to time, with respect to the
issue and sale of its Common Shares, and any and all amendments, post-effective
amendments and exhibits to such Registration Statement and any and all
applications or other documents to be filed with the Securities and Exchange
Commission or any national securities exchange pertaining to the listing
thereon of the Common Shares covered by such Registration Statement or
pertaining to such registration and any and all applications or other documents
to be filed with any governmental or private agency or official relative to the
issuance of said Common Shares with full power and authority to do and perform
any and all acts and things whatsoever requisite and necessary to be done in
the premises, hereby ratifying and approving the acts of such attorneys or any
such substitute or substitutes and, without implied limitation, including in
the above authority to do the foregoing on behalf and in the name of any duly
authorized officer of the Company; and the Chairman of the Board of Directors
of the Company and the President be, and hereby are authorized and directed for
and on behalf of the Company to execute a Power of Attorney evidencing the
foregoing appointment
/s/ William A. Papenbrock
--------------------------------
WILLIAM A. PAPENBROCK, Secretary
Dated: April 26, 1994
431/15154HFB.498
Writer's Direct Dial No. is (216) 622-8412
E-22