AMENDMENT

TO THE
ARROW ELECTRONICS SAVINGS PLAN
(as restated December 28, 1994)

The Arrow Electronics Savings Plan as restated December 28, 1994 and as subsequently amended, is hereby further amended by revising Section 8.13 to read as follows:

The date applicable under Section 8.13 as so revised assumes that each Member will be furnished with a summary of this amendment that satisfies the requirements of regulations relating to summaries of material modifications at least 90 days before such date. In the event that any Member does not receive such a summary within that time period, the amendment shall be effective with respect to that Member on the earlier of the 90th day after the Member has been furnished such a summary, or January 1, 2003.

AMENDMENT

TO THE
ARROW ELECTRONIC SAVINGS PLAN
AND
VEBA ELECTRONICS INC. 401(k) PLAN

1. Effective as of April 2, 2001, the VEBA Electronics Inc.
401(k) Plan (the "VEBA Plan") is merged into the Arrow Electronics Savings Plan (the "Arrow Plan"), and the terms of the Arrow Plan supersede the terms of the VEBA Plan.

2. The following fund mapping shall become effective upon such merger:

From the Following VEBA Plan Funds     Into Plan Investment Funds
----------------------------------     --------------------------
BT Investment Equity 500 Index         Spartan U.S. Equity Index
Dreyfus Premier Tech. Growth Fund      OTC Portfolio
GIC Account 1 - VEBA                   Retirement Gov't M.M.
Mass Investors Growth Stock Fund       Magellan
Massachusetts Investors Trust          Magellan
MFS Bond Fund                          Inter. Bond
MFS Capital Opportunities Fund         Magellan
MFS Emerging Growth Fund               OTC Portfolio
MFS Equity Income Fund                 Equity Income
MFS Global Governments Fund            Retirement Gov't M.M.
MFS Global Growth Fund                 Retirement Gov't M.M.
MFS Government Securities Fund         Inter. Bond
MFS High Income Fund                   Retirement Gov't M.M.
MFS Institutional Fixed Fund           Retirement Gov't M.M.
MFS Midcap Growth Fund                 OTC Portfolio
MFS Money Market Fund                  Retirement Gov't M.M.
MFS New Discovery Fund                 OTC Portfolio
MFS Research Fund                      Magellan
MFS Total Return Fund                  Asset Manager

3. The provisions of this Amendment shall be treated as an amendment to and a part of the VEBA Plan to the extent necessary to give full effect to this Amendment. All interests and rights of individuals under the VEBA Plan that are required by law to be preserved under the Arrow Plan shall be preserved, as shall be more fully set forth in a supplement to the Arrow Plan which shall be made a part of the Arrow Plan as soon as practicable.

IN WITNESS WHEREOF, each of Arrow and Atlas, by its duly authorized officer, has executed this instrument of amendment this __ day of April, 2001.

FOR: ARROW ELECTRONICS, INC.
ATLAS BUSINESS SERVICES

AMENDMENT

TO
FARNELL ELECTRONIC SERVICES 401(k) SAVINGS PLAN

WHEREAS, following the acquisition by the Arrow Electronics, Inc. (the "Company") of all the issued and outstanding shares of common stock of Farnell Holding, Inc. ("Farnell"), the Company succeeded Farnell as the plan sponsor of the Farnell Electronic Services 401(K) Savings Plan (the "Plan"); and

WHEREAS, the Company deems advisable to adopt a formal amendment to the Plan document that sets forth actions previously taken with respect to the Plan in connection with such acquisition, and bring the Plan into compliance with subsequent changes in law;

NOW, THEREFORE, the Plan is amended in the following respects:

1. The Plan is hereby amended to conform to the manner in which it has operated so as to comply with the Uniformed Services Employment and Reemployment Act of 1994, the Uruguay Round Agreements Act (also referred to as GATT), the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997 and the IRS Restructuring and Reform Act of 1998 since the respective dates on which these laws became effective. Without limiting the generality of the foregoing:

(a) Effective as of February 1, 1997, any references to the family aggregation rules are deleted from the Plan.

(b) Effective February 1, 1999, the term "eligible rollover distribution" does not include hardship distributions (described in Section 14.11).

(c) Effective February 1, 1997, the term "Highly Compensated Employee" means an employee who is a 5% owner (as defined in section 416(i) of the Code) in the current or the prior Plan Year, and any employee whose Compensation for the prior Plan Year exceeded $80,000 (as adjusted pursuant to section 414(q) of the Code).

(d) Effective February 1, 1997, Section 1.31 (defining "leased employee") is amended by substituting "performed under primary direction or control by the Employer" for "historically performed by employees in the Employer's business field."

(e) Effective as of December 12, 1994, 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 Section 414(u) of the Code.

(f) Effective February 1, 1995, Section 3.19(g) (defining "Maximum Permissible Amount") is amended by substituting "(i) $30,000 (as adjusted under Code Section 415(d)" for "(i) $30,000 (or, if greater, one-fourth of the defined benefit dollar limitation under Code
Section 415(b)(1)(A))".

(g) Effective February 1, 1997, the amount of contributions that may be made by or for Highly Compensated Employees shall be limited by reference to the amount of such contributions by non-Highly Compensated Employees for the current Plan Year. Any corrective distribution of excess contributions required by these limitations shall, after the total amount of required distributions is determined, be made on the basis of the amount of excess contributions made by or on behalf of each Highly Compensated Employee, starting with the Highly Compensated Employees with the greatest dollar amount of excess contributions.

(h) Effective February 1, 1998, the Compensation taken into account in applying the limitations of section 415 of the Code shall no longer be reduced by contributions or other reductions described in section 401(k), 132(f)(4) or 125 of the Code.

(i) Effective February 1, 2000, Section 3.18 (relating to Participants who at any time were covered by a defined benefit maintained by an Employer) shall no longer limit the benefits of any Participant.

(j) Effective February 1, 1997, the definition of "Key Employee" in Section 1.33 (dealing with "determinations of top-heavy status") is amended to replace reference to "Code Section 414(q)(8)" with "Code Section 414(q)(5)".

Any model amendment adopted by the plan sponsor for the purpose of complying with recent changes in law pursuant to its authority to adopt amendments to this Plan shall be treated as adopted hereby as part of the amendments made by this paragraph 2.

2. All Plan accounts are fully vested effective January 31, 1997.

3. There are no contributions for any payroll period after the period ending May 23, 1997.

4. The Plan is terminated effective March 24, 2000.

5. The account of each Participant who has an undistributed balance in his or her account as of March 24, 2000 (consisting of 401(k) accounts that were not currently distributable under section 401(k)(2)(B) and all other accounts with respect to which Participants were entitled but failed to elect distribution at the time of the Plan's termination), shall be transferred to the Arrow Electronics Savings Plan in accordance with the terms thereof.

5. The provisions of this Amendment shall apply notwithstanding any provision of this Plan to the contrary.

IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this instrument of amendment.

FOR: ARROW ELECTRONICS, INC.

AMENDMENT NO. 1 made as of December 31, 2001 to EMPLOYMENT AGREEMENT made as of the 22nd day of February, 1995 (the "Employment Agreement") by and between ARROW ELECTRONICS, INC., a New York corporation with its principal office at 25 Hub Drive, Melville, New York 11747 (the "Company"), and STEPHEN P. KAUFMAN, residing at 306 Beacon Street, Unit 3, Boston, Massachusetts 02116 (the "Executive").

WHEREAS, the Employment Period (as defined in the Employment Agreement) is scheduled to terminate on December 31, 2001, but the Company and the Executive wish to amend the Employment Agreement and extend the term of the Employment Agreement for a further period;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

"d) July 31, 2002."

2. Additional Consideration.

a) Section 2 of the Employment Agreement is hereby amended by inserting a new clause c) as follows and renumbering existing clauses c) through i) accordingly:

i. a base salary of not less than $500,000 per year, adjusted for the temporary salary reduction program implemented in 2001 (payable in accordance with the Company's then-prevailing practices, but in no event less frequently than in equal monthly installments); and

ii. Such employee benefits that are made available by the Company to its other principal executives."

b) Section 2 is further amended by deleting existing clause
d) (now renumbered e)) and substituting the following:

Attest:                                       ARROW ELECTRONICS, INC.


---------------------                         By:
Assistant Secretary                                ---------------------
                                                   Executive Vice President


                                              THE EXECUTIVE


                                              -----------------------
                                              Stephen P. Kaufman

AMENDMENT made as of the 23rd day of October 2001 to that certain
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
made as of the 22nd day of December 1999 by and between ARROW ELECTRONICS, INC., a New York corporation with its principal office at 25 Hub Drive, Melville, New York 11747 (the "Company"), and STEVEN W. MENEFEE, residing at 173 LuRay, Los Gatos, California 95032 (the "Executive").

WHEREAS, the Executive is now and has been employed by the Company as a Senior Vice President; and

WHEREAS, the Executive and the Company are parties to that certain Amended and Restated Employment Agreement made as of the 22nd day of December 1999 (the "Agreement"); and

WHEREAS, the Company and the Executive wish to amend the Agreement and provide for the continued employment of the Executive as an employee of the Company and for him to continue to render services to the Company on the terms set forth in, and in accordance with the provisions of, this Amendment to the Agreement (the "Amendment");

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

1. Paragraph 2(g) of the Agreement is amended to read as follows:

2. Paragraph 3(d) of the Agreement is amended to read as follows:

d) December 31, 2002.

3. Except as specifically modified in this Amendment, the provisions of the Agreement shall remain in full force and effect.

4. The residence address of the Executive, and the address to which notices to him pursuant to paragraph 11(e) of the Agreement shall be sent, is as follows:

Steven W. Menefee
60 Pleasant Street
Wolfeboro, New Hampshire 03894

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Attest:                                    ARROW ELECTRONICS, INC.

                                           By:
-----------------------                       -----------------------
      Secretary

                                           THE EXECUTIVE

                                           -------------------------
                                           Steven W. Menefee

EMPLOYMENT AGREEMENT made as of the 1st day of September, 2001 by and between ARROW ELECTRONICS, INC., a New York corporation with its principal office at 25 Hub Drive, Melville, New York 11747 (the "Company"), and PETER S. BROWN, residing at 12 Paultons Square, London SW3 5AP England (the "Executive").

WHEREAS, the Company wishes to employ the Executive as Senior Vice President and General Counsel, with the responsibilities and duties of a principal executive officer of the Company; and

WHEREAS, the Executive wishes to accept such employment and to render services to the Company on the terms set forth in, and in accordance with the provisions of, this Employment Agreement (the "Agreement");

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

If the Board of Directors does not either continue the Executive in the office of Senior Vice President and General Counsel or elect him to some other principal executive office satisfactory to the Executive, the Executive shall have the right to decline to give further service to the Company and shall have the rights and obligations which would accrue to him under Paragraph 6 if he were discharged without cause. If the Executive decides to exercise such right to decline to give further service, he shall within forty-five days after such action or omission by the Board of Directors give written notice to the Company stating his objection and the action he thinks necessary to correct it, and he shall permit the Company to have a forty-five day period in which to correct its action or omission. If the Company makes a correction satisfactory to the Executive, the Executive shall be obligated to continue to serve the Company. If the Company does not make such a correction, the Executive's rights and obligations under Paragraph 6 shall accrue at the expiration of such forty-five day period.

i. a minimum base salary at the rate of $350,000 per year (payable in accordance with the Company's then prevailing practices, but in no event less frequently than in equal monthly installments), subject to increase from time to time in the sole discretion of the Board of Directors of the Company; provided that, should the Company institute a company-wide pay cut/furlough program, such salary may be decreased by up to 15%, but only for as long as said company-wide program is in effect;

ii. such additional compensation by way of salary or bonus or fringe benefits as the Board of Directors of the Company in its sole discretion shall authorize or agree to pay, payable on such terms and conditions as it shall determine; and

iii. such employee benefits that are made available by the Company to its other principal executives.

The "Employment Period", as used in the Agreement, shall mean the period beginning as of the date hereof and terminating on the last day of the calendar month in which the first of the following occurs:

a) the death of the Executive;

b) the disability of the Executive as determined in accordance with Paragraph 4 hereof and subject to the provisions thereof;

c) the termination of the Executive's employment by the Company for cause in accordance with Paragraph 5 hereof; or

d) December 31, 2004; provided, however, that, unless sooner terminated as otherwise provided herein, the Employment Period shall automatically be extended for one or more twelve (12) month periods beyond the then scheduled expiration date thereof unless between the 18th and 12th month preceding such scheduled expiration date either the Company or the Executive gives the other written notice of its or his election not to have the Employment Period so extended.

For purposes of this Agreement, the Executive will be deemed "disabled" upon the earlier to occur of (i) his becoming disabled as defined under the terms of the disability benefit program applicable to the Executive, if any, and (ii) his absence from his duties hereunder on a full-time basis for one hundred eighty (180) consecutive days as a result of his incapacity due to accident or physical or mental illness. If the Executive becomes disabled (as defined in the preceding sentence), the Employment Period shall terminate on the last day of the month in which such disability is determined. Until such termination of the Employment Period, the Company shall continue to pay to the Executive his base salary, any additional compensation authorized by the Company's Board of Directors, and any other remuneration and benefits provided in accordance with Paragraph 2, all without delay, diminution or proration of any kind whatsoever (except that his remuneration hereunder shall be reduced by the amount of any payments he may otherwise receive as a result of his disability pursuant to a disability program provided by or through the Company), and his medical benefits and life insurance shall remain in full force. After termination of the Employment Period as a result of the disability of the Executive, the medical benefits covering the Executive and his family shall remain in place (subject to the eligibility requirements and other conditions contained in the underlying plan, as described in the Company's employee benefits manual, and subject to the requirement that the Executive continue to pay the "employee portion" of the cost thereof), and the Executive's life insurance policy under the Management Insurance Program shall be transferred to him, as provided in the related agreement, subject to the obligation of the Executive to pay the premiums therefor.

In the event that, notwithstanding such a determination of disability, the Executive is determined not to be totally and permanently disabled prior to the then scheduled expiration of the Employment Period, the Executive shall be entitled to resume employment with the Company under the terms of this Agreement for the then remaining balance of the Employment Period.

In the event of any malfeasance, willful misconduct, active fraud or gross negligence by the Executive in connection with his employment hereunder, the Company shall have the right to terminate the Employment Period by giving the Executive notice in writing of the reason for such proposed termination. If the Executive shall not have corrected such conduct to the satisfaction of the Company within thirty days after such notice, the Employment Period shall terminate and the Company shall have no further obligation to the Executive hereunder but the restriction on the Executive's activities contained in Paragraph 7 and the obligations of the Executive contained in Paragraphs 8(b) and 8(c) shall continue in effect as provided therein.

In the event that the Company discharges the Executive without cause, the Executive shall be entitled to the salary provided in Paragraph 2(a), two thirds of the targeted incentive provided in Paragraph 2(b), the vesting of any restricted stock awards and the immediate exercisability of any stock options, as well as his rights under Paragraph 4, which would have vested or become exercisable during the full Employment Period (which, in that event, shall continue until the then scheduled expiration of the Employment Period unless sooner terminated by the Executive's disability or death). Any amounts payable to the Executive under this Paragraph 6 shall be reduced by the amount of the Executive's earnings from other employment (which the Executive shall have an affirmative duty to seek; provided, however, that the Executive shall not be obligated to accept a new position which is not reasonably comparable to his employment with the Company).

During the Employment Period and for a period of two years after the termination of the Employment Period, the Executive will not, directly or indirectly:

i. any knowledge or information, including, without limitation, lists of customers or suppliers, trade secrets, know-how, inventions, discoveries, processes and formulae, as well as all data and records pertaining thereto, which he may acquire in the course of his employment, in any manner which may be detrimental to or cause injury or loss to the Company, its subsidiaries or affiliates; or

ii. any knowledge or information of a confidential nature (including all unpublished matters) relating to, without limitation, the business, properties, accounting, books and records, trade secrets or memoranda of the Company, its subsidiaries or affiliates, which he now knows or may come to know in any manner which may be detrimental to or cause injury or loss to the Company its subsidiaries or affiliates.

The Executive will promptly furnish in writing to the Company, its subsidiaries or affiliates, any information reasonably requested by the Company (including any third party confirmations) with respect to any activity or interest the Executive may have in any business.

Except as expressly herein provided, nothing contained herein is intended to prevent the Executive, at any time after the termination of the Employment Period, from either (i) being gainfully employed or
(ii) exercising his skills and abilities outside of such geographic areas, provided in either case the provisions of this Agreement are complied with.

Any methods, developments, inventions, processes, discoveries and/or improvements (whether patented, patentable or unpatentable) which the Executive may conceive of or make, related directly or indirectly to the business or affairs of the Company, its subsidiaries or affiliates, or any part thereof, during the Employment Period, shall be and remain the property of the Company. The Executive agrees promptly to communicate and disclose all such methods, developments, inventions, processes, discoveries and/or improvements to the Company and to execute and deliver to it any instruments deemed necessary by the Company to effect the disclosure and assignment thereof to it. The Executive also agrees, on request and at the expense of the Company, to execute patent applications and any other instruments deemed necessary by the Company for the prosecution of such patent applications or the acquisition of Letters Patent in the United States or any other country and for the assignment to the Company of any patents which may be issued. The Company shall indemnify and hold the Executive harmless from any and all costs, expenses, liabilities or damages sustained by the Executive by reason of having made such patent application or being granted such patents.

Any writings or other materials written or produced by the Executive or under his supervision (whether alone or with others and whether or not during regular business hours), during the Employment Period which are related, directly or indirectly, to the business or affairs of the Company, its subsidiaries or affiliates, or are capable of being used therein, and the copyright thereof, common law or statutory, including all renewals and extensions, shall be and remain the property of the Company. The Executive agrees promptly to communicate and disclose all such writings or materials to the Company and to execute and deliver to it any instruments deemed necessary by the Company to effect the disclosure and assignment thereof to it. The Executive further agrees, on request and at the expense of the Company, to take any and all action deemed necessary by the Company to obtain copyrights or other protections for such writings or other materials or to protect the Company's right, title and interest therein. The Company shall indemnify and hold the Executive harmless from any and all costs, expenses, liabilities or damages sustained by the Executive by reason of the Executive's compliance with the Company's request.

The Executive agrees that the provisions of Paragraphs 7 and 8 hereof constitute independent and separable covenants which shall survive the termination of the Employment Period and which shall be enforceable by the Company notwithstanding any rights or remedies the Executive may have under any other provisions hereof. The Company agrees that the provisions of Paragraph 6 hereof constitute independent and separable covenants which shall survive the termination of the Employment Period and which shall be enforceable by the Executive notwithstanding any rights or remedies the Company may have under any other provisions hereof.

The Executive acknowledges that (i) the services to be rendered under the provisions of this Agreement and the obligations of the Executive assumed herein are of a special, unique and extraordinary character; (ii) it would be difficult or impossible to replace such services and obligations; (iii) the Company, it subsidiaries and affiliates will be irreparably damaged if the provision hereof are not specifically enforced; and (iv) the award of monetary damages will not adequately protect the Company, its subsidiaries and affiliates in the event of a breach hereof by the Executive. The Company acknowledges that (i) the Executive will be irreparably damaged if the provisions of Paragraphs 1(b) and 6 hereof are not specifically enforced; and
(ii) the award of monetary damages will not adequately protect the Executive in the event of a breach thereof by the Company. By virtue thereof, the Executive agrees and consents that if he violates any of the provisions of this Agreement, and the Company agrees and consents that if it violates any of the provisions of Paragraphs 1(b) and 6 hereof, the other party, in addition to any other rights and remedies available under this Agreement or otherwise, shall (without any bond or other security being required and without the necessity of proving monetary damages) be entitled to a temporary and/or permanent injunction to be issued by a court of competent jurisdiction restraining the breaching party from committing or continuing any violation of this Agreement, or any other appropriate decree of specific performance. Such remedies shall not be exclusive and shall be in addition to any other remedy which any of them may have.

i. if to the Executive to:

Peter S. Brown
12 Paultons Square
London SW3 5AP England

ii. if to the Company to:

Arrow Electronics, Inc. 25 Hub Drive
Melville, New York 11747 Attention: Robert E. Klatell Executive Vice President

Either party may, by notice to the other, change his or its address for notice hereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Attest:                                   ARROW ELECTRONICS, INC.


                                          By:
---------------------                        -------------------------
President                                    Executive Vice President


                                             THE EXECUTIVE


                                             ------------------------
                                             Peter S. Brown

EMPLOYMENT AGREEMENT made as of the 5th day of November 2001 by and between ARROW ELECTRONICS, INC., a New York corporation with its principal office at 25 Hub Drive, Melville, New York 11747 (the "Company"), and MARK F. SETTLE, residing at 1674 Alexander Way, Los Altos, California 94024 (the "Executive").

WHEREAS, the Company wishes to employ the Executive as Vice President and Chief Information Officer, with the responsibilities and duties of an officer of the Company; and

WHEREAS, the Executive wishes to accept such employment and to render services to the Company on the terms set forth in, and in accordance with the provisions of, this Employment Agreement (the "Agreement");

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

If the Board of Directors does not either continue the Executive in the office of Vice President and Chief Information Officer or elect him to some other office satisfactory to the Executive, the Executive shall have the right to decline to give further service to the Company and shall have the rights and obligations which would accrue to him under Paragraph 6 if he were discharged without cause. If the Executive decides to exercise such right to decline to give further service, he shall within forty-five days after such action or omission by the Board of Directors give written notice to the Company stating his objection and the action he thinks necessary to correct it, and he shall permit the Company to have a forty-five day period in which to correct its action or omission. If the Company makes a correction satisfactory to the Executive, the Executive shall be obligated to continue to serve the Company. If the Company does not make such a correction, the Executive's rights and obligations under Paragraph 6 shall accrue at the expiration of such forty-five day period.

i. a minimum base salary at the rate of $360,000 per year (payable in accordance with the Company's then prevailing practices, but in no event less frequently than in equal monthly installments), subject to increase from time to time in the sole discretion of the Board of Directors of the Company; provided that, should the Company institute a company-wide pay cut/furlough program, such salary may be decreased by up to 15%, but only for as long as said company-wide program is in effect;

ii. such additional compensation by way of salary or bonus or fringe benefits as the Board of Directors of the Company in its sole discretion shall authorize or agree to pay, payable on such terms and conditions as it shall determine; and

iii. such employee benefits that are made available by the Company to its other compensation executives generally.

The "Employment Period", as used in the Agreement, shall mean the period beginning as of the date hereof and terminating on the last day of the calendar month in which the first of the following occurs:

a) the death of the Executive;

b) the disability of the Executive as determined in accordance with Paragraph 4 hereof and subject to the provisions thereof;

c) the termination of the Executive's employment by the Company for cause in accordance with Paragraph 5 hereof; or

d) December 31, 2003; provided, however, that, unless sooner terminated as otherwise provided herein, the Employment Period shall automatically be extended for one or more twelve (12) month periods beyond the then scheduled expiration date thereof unless between the 18th and 12th month preceding such scheduled expiration date either the Company or the Executive gives the other written notice of its or his election not to have the Employment Period so extended.

In the event that, notwithstanding such a determination of disability, the Executive is determined not to be totally and permanently disabled prior to the then scheduled expiration of the Employment Period, the Executive shall be entitled to resume employment with the Company under the terms of this Agreement for the then remaining balance of the Employment Period.

In the event of any malfeasance, willful misconduct, active fraud or gross negligence by the Executive in connection with his employment hereunder, or a breach by the Executive of any of the Company's policies, the Company shall have the right to terminate the Employment Period by giving the Executive notice in writing of the reason for such proposed termination. If the Executive shall not have corrected such conduct to the satisfaction of the Company within thirty days after such notice, the Employment Period shall terminate and the Company shall have no further obligation to the Executive hereunder but the restriction on the Executive's activities contained in Paragraph 7 and the obligations of the Executive contained in Paragraphs 8(b) and 8(c) shall continue in effect as provided therein.

In the event that the Company discharges the Executive without cause, the Executive shall be entitled to the salary provided in Paragraph
2(a), two thirds of the targeted incentive provided in Paragraph 2(b), the vesting of any restricted stock awards and the immediate exercisability of any stock options, as well as his rights under Paragraph 4, which would have vested or become exercisable during the full Employment Period (which, in that event, shall continue until the then scheduled expiration of the Employment Period unless sooner terminated by the Executive's disability or death). Any amounts payable to the Executive under this Paragraph 6 shall be reduced by the amount of the Executive's earnings from other employment (which the Executive shall have an affirmative duty to seek; provided, however, that the Executive shall not be obligated to accept a new position which is not reasonably comparable to his employment with the Company).

During the Employment Period and for a period of two years after the termination of the Employment Period, the Executive will not, directly or indirectly:

i. any knowledge or information, including, without limitation, lists of customers or suppliers, trade secrets, know-how, inventions, discoveries, processes and formulae, as well as all data and records pertaining thereto, which he may acquire in the course of his employment, in any manner which may be detrimental to or cause injury or loss to the Company, its subsidiaries or affiliates; or

ii. any knowledge or information of a confidential nature (including all unpublished matters) relating to, without limitation, the business, properties, accounting, books and records, trade secrets or memoranda of the Company, its subsidiaries or affiliates, which he now knows or may come to know in any manner which may be detrimental to or cause injury or loss to the Company its subsidiaries or affiliates.

The Executive will promptly furnish in writing to the Company, its subsidiaries or affiliates, any information reasonably requested by the Company (including any third party confirmations) with respect to any activity or interest the Executive may have in any business.

Except as expressly herein provided, nothing contained herein is intended to prevent the Executive, at any time after the termination of the Employment Period, from either (i) being gainfully employed or
(ii) exercising his skills and abilities outside of such geographic areas, provided in either case the provisions of this Agreement are complied with.

Any methods, developments, inventions, processes, discoveries and/or improvements (whether patented, patentable or unpatentable) which the Executive may conceive of or make, related directly or indirectly to the business or affairs of the Company, its subsidiaries or affiliates, or any part thereof, during the Employment Period, shall be and remain the property of the Company. The Executive agrees promptly to communicate and disclose all such methods, developments, inventions, processes, discoveries and/or improvements to the Company and to execute and deliver to it any instruments deemed necessary by the Company to effect the disclosure and assignment thereof to it. The Executive also agrees, on request and at the expense of the Company, to execute patent applications and any other instruments deemed necessary by the Company for the prosecution of such patent applications or the acquisition of Letters Patent in the United States or any other country and for the assignment to the Company of any patents which may be issued. The Company shall indemnify and hold the Executive harmless from any and all costs, expenses, liabilities or damages sustained by the Executive by reason of having made such patent application or being granted such patents.

Any writings or other materials written or produced by the Executive or under his supervision (whether alone or with others and whether or not during regular business hours), during the Employment Period which are related, directly or indirectly, to the business or affairs of the Company, its subsidiaries or affiliates, or are capable of being used therein, and the copyright thereof, common law or statutory, including all renewals and extensions, shall be and remain the property of the Company. The Executive agrees promptly to communicate and disclose all such writings or materials to the Company and to execute and deliver to it any instruments deemed necessary by the Company to effect the disclosure and assignment thereof to it. The Executive further agrees, on request and at the expense of the Company, to take any and all action deemed necessary by the Company to obtain copyrights or other protections for such writings or other materials or to protect the Company's right, title and interest therein. The Company shall indemnify and hold the Executive harmless from any and all costs, expenses, liabilities or damages sustained by the Executive by reason of the Executive's compliance with the Company's request.

The Executive agrees that the provisions of Paragraphs 7 and 8 hereof constitute independent and separable covenants which shall survive the termination of the Employment Period and which shall be enforceable by the Company notwithstanding any rights or remedies the Executive may have under any other provisions hereof. The Company agrees that the provisions of Paragraph 6 hereof constitute independent and separable covenants which shall survive the termination of the Employment Period and which shall be enforceable by the Executive notwithstanding any rights or remedies the Company may have under any other provisions hereof.

The Executive acknowledges that (i) the services to be rendered under the provisions of this Agreement and the obligations of the Executive assumed herein are of a special, unique and extraordinary character; (ii) it would be difficult or impossible to replace such services and obligations; (iii) the Company, it subsidiaries and affiliates will be irreparably damaged if the provision hereof are not specifically enforced; and (iv) the award of monetary damages will not adequately protect the Company, its subsidiaries and affiliates in the event of a breach hereof by the Executive. The Company acknowledges that (i) the Executive will be irreparably damaged if the provisions of Paragraphs 1(b) and 6 hereof are not specifically enforced; and (ii) the award of monetary damages will not adequately protect the Executive in the event of a breach thereof by the Company. By virtue thereof, the Executive agrees and consents that if he violates any of the provisions of this Agreement, and the Company agrees and consents that if it violates any of the provisions of Paragraphs 1(b) and 6 hereof, the other party, in addition to any other rights and remedies available under this Agreement or otherwise, shall (without any bond or other security being required and without the necessity of proving monetary damages) be entitled to a temporary and/or permanent injunction to be issued by a court of competent jurisdiction restraining the breaching party from committing or continuing any violation of this Agreement, or any other appropriate decree of specific performance. Such remedies shall not be exclusive and shall be in addition to any other remedy which any of them may have.

provision of this Agreement shall be deemed by a court of competent jurisdiction to be overly broad in scope, duration or area of applicability, the court considering the same shall have the power and hereby is authorized and directed to modify such term or provision to limit such scope, duration or area, or all of them, so that such term or provision is no longer overly broad and to enforce the same as so limited. Subject to the foregoing sentence, in the event any provision of this Agreement shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall attach only to such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement.

i. if to the Executive to:

Mark F. Settle
1674 Alexander Way
Los Altos, CA 94024

ii. if to the Company to:

Arrow Electronics, Inc. 25 Hub Drive
Melville, New York 11747 Attention: Robert E. Klatell Executive Vice President

Either party may, by notice to the other, change his or its address for notice hereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Attest:                                   ARROW ELECTRONICS, INC.

                                          By:
-----------------------                       ------------------------
                                              Executive Vice President


                                          THE EXECUTIVE

                                          ----------------------------
                                          Mark F. Settle

EXECUTION COPY

FIRST AMENDMENT TO THE ARROW ELECTRONICS, INC.
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

WHEREAS, the Company, the Subsidiary Borrowers, the Banks, the Syndication Agent, the Documentation Agent and the Administrative Agent are parties to the Credit Agreement; and

WHEREAS, the Company and each of the Subsidiary Borrowers have requested that the Banks consent to the amendments contained herein in the manner hereinafter provided, and the Banks are willing to do so,

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered by their respective duly authorized officer as of the day and year first above written.

ARROW ELECTRONICS, INC.

Title:

GATES/ARROW DISTRIBUTING, INC.

Title:

MID RANGE OPEN COMPUTING
ALLIANCE, INC.

Title:

SPOERLE ELECTRONIC GMBH

Title:

ARROW ELECTRONIQUE S.A.

Title:

TEKELEC EUROPE S.A.

Title:

JPMORGAN CHASE BANK, as
Administrative Agent and as a Bank

Title:

BANK OF AMERICA, N.A., as
Syndication Agent and as a Bank

Title:

FLEET NATIONAL BANK, as
Documentation Agent and as a Bank

Title:

THE BANK OF NOVA SCOTIA, as a Bank

Title:

BNP PARIBAS, as a Bank

Title:

Title:

DEN DANSKE BANK AKTIESELSKAB,
as a Bank

Title:

Title:

HSBC BANK USA, as a Bank

Title:

BANCA COMMERCIALE ITALIANA,
NEW YORK BRANCH, as a Bank

Title:

Title:

BANCA POPOLARE DI MILANO, NEW
YORK BRANCH, as a Bank

Title:

Title:

THE BANK OF NEW YORK, as a Bank

Title:

BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as a Bank

Title:

BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS
BRANCH, as a Bank

Title:

Title:

CREDIT INDUSTRIEL ET
COMMERCIAL, as a Bank

Title:

Title:

CREDIT SUISSE FIRST BOSTON, as a
Bank

Title:

Title:

SUNTRUST BANK, as a Bank

Title:

DEUTSCHE BANK AG, as a Bank

Title:

Title:

FIRST UNION NATIONAL BANK, as a
Bank

Title:

BANCA NAZIONALE DEL LAVORO
S.P.A., NEW YORK BRANCH, as a Bank

Title:

Title:

THE FUJI BANK, LIMITED, as a Bank

Title:

THE DAI-ICHI KANGYO BANK, LTD.,
as a Bank

Title:

UNICREDITO ITALIANO, as a Bank

Title:

STATE BANK OF INDIA, as a Bank

Title:

By its signature each Guarantor hereby acknowledges and consents to the foregoing amendment and confirms its Company Guarantee or Subsidiary Guarantee, as the case may be.

ARROW ELECTRONICS, INC.

Title:

GATES/ARROW DISTRIBUTING, INC.

Title:

MID RANGE OPEN COMPUTING
ALLIANCE, INC.

Title:

SUPPORT NET, INC.

Title:

EXECUTION COPY

FIRST AMENDMENT TO THE ARROW ELECTRONICS, INC.
AMENDED AND RESTATED THREE YEAR CREDIT AGREEMENT

WHEREAS, the Company, the Subsidiary Borrowers, the Banks, the Syndication Agent, the Documentation Agent and the Administrative Agent are parties to the Credit Agreement; and

WHEREAS, the Company and each of the Subsidiary Borrowers have requested that the Banks consent to the amendments contained herein in the manner hereinafter provided, and the Banks are willing to do so,

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered by their respective duly authorized officer as of the day and year first above written.

ARROW ELECTRONICS, INC.

GATES/ARROW DISTRIBUTING, INC.

Title:

MID RANGE OPEN COMPUTING ALLIANCE,
INC.

Title:

ARROW DENMARK A/S

ARROW FINLAND OY

ARROW COMPONENTS SWEDEN AB

ARROW EUROPE GMBH

SPOERLE ELECTRONIC GMBH

ARROW ELECTRONICS (UK) LTD.

ARROW NORWAY A/S

ARROW ELECTRONIQUE S.A.

ARROW COMPUTER PRODUCTS SNC

ARROW NORDIC COMPONENTS AB

MICROTRONICA UK

MICROTRONICA OY

MICROTRONICA SWEDEN AB

MICROTRONICA NORWAY AS

MICROTRONICA DENMARK AS

TEKELEC EUROPE S.A.

B.V. ARROW ELECTRONICS DLC

ARROW/TEXNY (H.K.) LIMITED

ARROW ASIA PAC LTD.

JPMORGAN CHASE BANK, as
Administrative Agent and as a Bank

BANK OF AMERICA, N.A., as Syndication Agent and as a Bank

Title:

FLEET NATIONAL BANK, as
Documentation Agent and as a Bank

Title:

THE BANK OF NOVA SCOTIA, as a Bank

Title:

BNP PARIBAS, as a Bank

Title:

Title:

DEN DANSKE BANK AKTIESELSKAB, as a
Bank

Title:

Title:

HSBC BANK USA, as a Bank

Title:

BANCA COMMERCIALE ITALIANA, NEW
YORK BRANCH, as a Bank

Title:

Title:

BANCA POPOLARE DI MILANO, NEW YORK
BRANCH, as a Bank

Title:

Title:

THE BANK OF NEW YORK, as a Bank

Title:

BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as a Bank

Title:

BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS
BRANCH, as a Bank

Title:

Title:

CREDIT INDUSTRIEL ET COMMERCIAL, as a
Bank

Title:

Title:

CREDIT SUISSE FIRST BOSTON, as a
Bank

Title:

Title:

SUNTRUST BANK, as a Bank

Title:

DEUTSCHE BANK AG, as a Bank

Title:

Title:

FIRST UNION NATIONAL BANK, as a
Bank

Title:

BANCA NAZIONALE DEL LAVORO S.P.A.,
NEW YORK BRANCH, as a Bank

Title:

Title:

THE FUJI BANK, LIMITED, as a Bank

Title:

THE DAI-ICHI KANGYO BANK, LTD., as a
Bank

Title:

UNICREDITO ITALIANO, as a Bank

Title:

STATE BANK OF INDIA, as a Bank

Title:

By its signature each Guarantor hereby acknowledges and consents to the foregoing amendment and confirms its Company Guarantee or Subsidiary Guarantee, as the case may be.

ARROW ELECTRONICS, INC.

Title:

GATES/ARROW DISTRIBUTING, INC.

Title:

MID RANGE OPEN COMPUTING
ALLIANCE, INC.

Title:

SUPPORT NET, INC.

Title:

SECOND AMENDMENT TO THE ARROW ELECTRONICS, INC.
AMENDED AND RESTATED THREE YEAR CREDIT AGREEMENT

WHEREAS, the Company, the Subsidiary Borrowers, the Banks, the Syndication Agent, the Documentation Agent and the Administrative Agent are parties to the Credit Agreement; and

WHEREAS, the Company and each of the Subsidiary Borrowers have requested that the Banks consent to the amendments contained herein in the manner hereinafter provided, and the Banks are willing to do so;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

(a) by inserting, after the word "Affiliates," in clause (d) of the definition of "Adjusted Consolidated EBITDA" in such subsection, the following:

"plus (e) to the extent deducted from earnings in determining Consolidated Net Income for such period, non-cash charges due to impairments recorded in such period in accordance with the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 142,"

(b) by deleting the period at the end of the definition of "Applicable Margin" in such subsection and substituting, in lieu thereof, the following:

(c) be deleting the period at the end of the definition of "Consolidated Net Worth" in such subsection and substituting, in lieu thereof, the following:

", adjusted to exclude non-cash charges due to impairments recorded in accordance with the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 142."

(d) by deleting the table in the definition of "Facility Fee Rate" in such subsection in its entirety and substituting, in lieu thereof, the following table:

     Rating
    (S&P/Moody's)                     (Facility Fee Rate (in basis points)
    -------------                     ------------------------------------

Greater than or equal                 13.50
  to A-/A3

Greater than or equal                 15.00
  to BBB+/Baa1

  Greater than or equal               17.50
  to BBB/Baa2

  Greater than or equal               20.00
  to BBB-/Baa3

  Less than                           27.50
  BBB-/Baa3

"(other than, in respect of any Extension of Credit made after the Closing Date the proceeds of which are to be applied by the Company to repay maturing commercial paper (as specified in the applicable Notice of Borrowing), subsection 8.2)"

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered by their respective duly authorized officer as of the day and year first above written.

ARROW ELECTRONICS, INC.

GATES/ARROW DISTRIBUTING, INC.

MID RANGE OPEN COMPUTING ALLIANCE,
INC.

ARROW DENMARK A/S

ARROW FINLAND OY

ARROW COMPONENTS SWEDEN AB

ARROW EUROPE GMBH

SPOERLE ELECTRONIC GMBH

ARROW ELECTRONICS (UK) LTD.

ARROW NORWAY A/S

ARROW ELECTRONIQUE S.A.

ARROW COMPUTER PRODUCTS SNC

ARROW NORDIC COMPONENTS AB

MICROTRONICA UK

MICROTRONICA OY

MICROTRONICA SWEDEN AB

MICROTRONICA NORWAY AS

MICROTRONICA DENMARK AS

TEKELEC EUROPE S.A.

B.V. ARROW ELECTRONICS DLC

ARROW/TEXNY (H.K.) LIMITED

ARROW ASIA PAC LTD.

JPMORGAN CHASE BANK, as
Administrative Agent and as a Bank

BANK OF AMERICA, N.A., as Syndication Agent and as a Bank

FLEET NATIONAL BANK, as
Documentation Agent and as a Bank

THE BANK OF NOVA SCOTIA, as a Bank

BNP PARIBAS, as a Bank

DEN DANSKE BANK AKTIESELSKAB, as a
Bank

HSBC BANK USA, as a Bank

BANCA COMMERCIALE ITALIANA, NEW
YORK BRANCH, as a Bank

BANCA POPOLARE DI MILANO, NEW YORK
BRANCH, as a Bank

----------------------:

THE BANK OF NEW YORK, as a Bank

BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as a Bank

BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS
BRANCH, as a Bank

CREDIT INDUSTRIEL ET COMMERCIAL,
as a Bank

CREDIT SUISSE FIRST BOSTON, as a Bank

SUNTRUST BANK, as a Bank

DEUTSCHE BANK AG, as a Bank

FIRST UNION NATIONAL BANK, as a Bank

BANCA NAZIONALE DEL LAVORO S.P.A.,
NEW YORK BRANCH, as a Bank

THE FUJI BANK, LIMITED, as a Bank

THE DAI-ICHI KANGYO BANK, LTD., as a
Bank

UNICREDITO ITALIANO, as a Bank

STATE BANK OF INDIA, as a Bank

By its signature each Guarantor hereby acknowledges and consents to the foregoing amendment and confirms its Company Guarantee or Subsidiary Guarantee, as the case may be.

ARROW ELECTRONICS, INC.

GATES/ARROW DISTRIBUTING, INC.

MID RANGE OPEN COMPUTING
ALLIANCE, INC.

SUPPORT NET, INC.

TRANSFER AND ADMINISTRATION AGREEMENT

by and among

ARROW ELECTRONICS FUNDING CORPORATION,

ARROW ELECTRONICS, INC.,

Individually and as Master Servicer

The Persons Parties hereto as Conduit Investors,

Alternate Investors and Funding Agents

BANK OF AMERICA,

NATIONAL ASSOCIATION,

as Administrative Agent

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

                                                                            PAGE
ARTICLE I DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
   SECTION 1.1. Certain Defined Terms. . . . . . . . . . . . . . . . . . . . .1
   SECTION 1.2. Other Terms.. . . . . . . . . . . . . . . . . . . . . . . . .21
   SECTION 1.3. Computation of Time Periods.. . . . . . . . . . . . . . . . .22

ARTICLE II PURCHASES AND SETTLEMENTS. . . . . . . . . . . . . . . . . . . . .22
   SECTION 2.1. Transfer of Affected Assets; Intended Characterization. . . .22
   SECTION 2.2. Purchase Price. . . . . . . . . . . . . . . . . . . . . . . .23
   SECTION 2.3. Investment Procedures.. . . . . . . . . . . . . . . . . . . .24
   SECTION 2.4. [IS RESERVED AND IS SPECIFIED IN SCHEDULE I.] . . . . . . . .27
   SECTION 2.5. Yield, Fees and Other Costs and Expenses. . . . . . . . . . .27
   SECTION 2.6. Deemed Collections. . . . . . . . . . . . . . . . . . . . . .27
   SECTION 2.7. Payments and Computations, Etc. . . . . . . . . . . . . . . .28
   SECTION 2.8. Reports.. . . . . . . . . . . . . . . . . . . . . . . . . . .28
   SECTION 2.9. Collection Account. . . . . . . . . . . . . . . . . . . . . .28
   SECTION 2.10. Sharing of Payments, Etc.. . . . . . . . . . . . . . . . . .29
   SECTION 2.11. Right of Setoff. . . . . . . . . . . . . . . . . . . . . . .29
   SECTION 2.16. Special Termination Date with Respect to a
                  Particular Conduit Investor.. . . . . . . . . . . . . . . .30

ARTICLE III ADDITIONAL ALTERNATE INVESTOR PROVISIONS. . . . . . . . . . . . .30
   SECTION 3.1. Assignment to Alternate Investors.. . . . . . . . . . . . . .30
   SECTION 3.2. Downgrade of an EFC Alternate Investor. . . . . . . . . . . .32
   SECTION 3.3. Non-Renewing Alternate Investors. . . . . . . . . . . . . . .34

ARTICLE IV REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . .35
   SECTION 4.1. Representations and Warranties of the SPV and
                 the Master Servicer. . . . . . . . . . . . . . . . . . . . .35
   SECTION 4.2. Additional Representations and Warranties of the
                 Master Servicer. . . . . . . . . . . . . . . . . . . . . . .41

ARTICLE V CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . .42
   SECTION 5.1. Conditions Precedent to Closing. . . . . . . . . . . . . . . 42
   SECTION 5.2. Conditions Precedent to All Investments and
                 Reinvestments. . . . . . . . . . . . . . . . . . . . . . . .45

ARTICLE VI COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .46
   SECTION 6.1. Affirmative Covenants of the SPV and Master Servicer. . . . .46
   SECTION 6.2. Negative Covenants of the SPV and Master Servicer.. . . . . .52

ARTICLE VII ADMINISTRATION AND COLLECTIONS. . . . . . . . . . . . . . . . . .54
   SECTION 7.1. Appointment of Master Servicer. . . . . . . . . . . . . . . .54
   SECTION 7.2. Duties of Master Servicer.. . . . . . . . . . . . . . . . . .55
   SECTION 7.3. Blocked Account Arrangements. . . . . . . . . . . . . . . . .56
   SECTION 7.4. Enforcement Rights After Designation of New
                 Master Servicer. . . . . . . . . . . . . . . . . . . . . . .57
   SECTION 7.5. Master Servicer Default.. . . . . . . . . . . . . . . . . . .58
   SECTION 7.6. Servicing Fee.. . . . . . . . . . . . . . . . . . . . . . . .59
   SECTION 7.7. Protection of Ownership Interest of the Investors.. . . . . .59

ARTICLE VIII TERMINATION EVENTS.. . . . . . . . . . . . . . . . . . . . . . .60
   SECTION 8.1. Termination Events. . . . . . . . . . . . . . . . . . . . . .60
   SECTION 8.2. Termination.. . . . . . . . . . . . . . . . . . . . . . . . .63

ARTICLE IX INDEMNIFICATION; EXPENSES; RELATED MATTERS.. . . . . . . . . . . .63
   SECTION 9.1. Indemnities by the SPV. . . . . . . . . . . . . . . . . . . .63
   SECTION 9.2. Indemnity for Taxes, Reserves and Expenses. . . . . . . . . .66
   SECTION 9.3. Taxes.. . . . . . . . . . . . . . . . . . . . . . . . . . . .68
   SECTION 9.4. Other Costs and Expenses; Breakage Costs. . . . . . . . . . .69
   SECTION 9.5. Reconveyance Under Certain Circumstances. . . . . . . . . . .69
   SECTION 9.6. Indemnities by the Master Servicer. . . . . . . . . . . . . .70

ARTICLE X THE ADMINISTRATIVE AGENT. . . . . . . . . . . . . . . . . . . . . .70
   SECTION 10.1. Appointment and Authorization of Administrative Agent. . . .70
   SECTION 10.2. Delegation of Duties.. . . . . . . . . . . . . . . . . . . .71
   SECTION 10.3. Liability of Administrative Agent. . . . . . . . . . . . . .71
   SECTION 10.4. Reliance by Administrative Agent.. . . . . . . . . . . . . .71
   SECTION 10.5. Notice of Termination Event, Potential Termination
                  Event or Master Servicer Default. . . . . . . . . . . . . .72
   SECTION 10.6. Credit Decision; Disclosure of Information by the
                  Administrative Agent. . . . . . . . . . . . . . . . . . . .72
   SECTION 10.7. Indemnification of the Administrative Agent. . . . . . . . .73
   SECTION 10.8. Administrative Agent in Individual Capacity. . . . . . . . .73
   SECTION 10.9. Resignation of Administrative Agent. . . . . . . . . . . . .74
   SECTION 10.10.Payments by the Administrative Agent.. . . . . . . . . . . .74

ARTICLE XI MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . .75
   SECTION 11.1. Term of Agreement. . . . . . . . . . . . . . . . . . . . . .75
   SECTION 11.2. Waivers; Amendments. . . . . . . . . . . . . . . . . . . . .75
   SECTION 11.3. Notices; Payment Information.. . . . . . . . . . . . . . . .76
   SECTION 11.4. Governing Law; Submission to Jurisdiction; Appointment
                  of Service Administrative Agent.. . . . . . . . . . . . . .76
   SECTION 11.5. Integration. . . . . . . . . . . . . . . . . . . . . . . . .77
   SECTION 11.6. Severability of Provisions.. . . . . . . . . . . . . . . . .77
   SECTION 11.7. Counterparts; Facsimile Delivery.. . . . . . . . . . . . . .77
   SECTION 11.8. Successors and Assigns; Binding Effect.. . . . . . . . . . .77
   SECTION 11.9. Waiver of Confidentiality. . . . . . . . . . . . . . . . . .81
   SECTION 11.10.Confidentiality Agreement. . . . . . . . . . . . . . . . . .81
   SECTION 11.11 No Bankruptcy Petition Against the Conduit Investors.. . . .81
   SECTION 11.12 No Recourse Against Conduit Investors, Stockholders,
                  Officers or Directors.. . . . . . . . . . . . . . . . . . .81

                                  Schedules
                                  ---------

Schedule A       Investors
Schedule B       Match Funding Conduit Investors
Schedule I       Yield and Rate Periods
Schedule II      Calculation of Required Reserves
Schedule III     Settlement Procedures
Schedule IV      Fees
Schedule V       Agreed Upon Procedures
Schedule 4.1(g)  List of Actions and Suits
Schedule 4.1(i)  Location of Certain Offices and Records
Schedule 4.1(j)  List of Subsidiaries, Divisions and Tradenames; FEIN
Schedule 4.1(s)  List of Blocked Account Banks and Blocked Accounts
Schedule 11.3    Address and Payment Information

Exhibit A      Form of Assignment and Assumption Agreement
Exhibit B      Form of Contract[s]
Exhibit C      Credit and Collection Policies and Practices
Exhibit D      Form of Investment Request
Exhibit E      Form of Blocked Account Agreement
Exhibit F      Form of Master Servicer Report
Exhibit G      Form of SPV Secretary's Certificate
Exhibit H      Forms of Originator/Master Servicer Secretary's Certificate
Exhibit I-1    Form of Opinion of Robert E. Klatell, Counsel to the SPV,
               Originators and Master Servicer
Exhibit I-2    Form of Opinion of Milbank, Tweed, Hadley & McCloy LLP,
               Counsel to the SPV, Originators and Master Servicer
Exhibit I-3    Form of Opinion of Davies, Ward, Phillips & Vineberg LLP,
               Canadian Counsel to Arrow Electronics Canada Ltd.
Exhibit I-4    Form of Opinion of Counsel to SBM and Support Net, Inc.

TRANSFER AND ADMINISTRATION AGREEMENT

ARTICLE I

DEFINITIONS

"Dilution" has the meaning ascribed to such term in Schedule II.

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

"Dilution Ratio" is defined in Schedule II.
 --------------

(a) which was originated by an Originator in the ordinary course of its business;

(b) (i) which, arises pursuant to a Contract with respect to which each of the related Originator and the SPV has performed all obligations (if any) required to be performed by it thereunder, including shipment of the merchandise and/or the performance of the services purchased thereunder;
(ii) which has been billed to the relevant Obligor; and (iii) which according to the Contract related thereto, is required to be paid in full within 61 days of the original billing date therefor;

(c) which satisfies all applicable requirements of the Credit and Collection Policy;

(d) which has been sold or contributed to the SPV pursuant to (and in accordance with) the First Tier Agreement, which does not arise from the sale of any inventory subject to any Adverse Claim and to which the SPV has good and marketable title, free and clear of all Adverse Claims (other than any Adverse Claim arising hereunder) and, until the HP Financing Statement has been terminated, such Receivable is not covered by, or otherwise subject to, the HP Financing Statement;

(e) as to which at the time of the purchase by the Administrative Agent, on behalf of the Funding Agents for the benefit of the Investors thereof hereunder the Administrative Agent has not notified the SPV that either such Receivable or any class of Receivables of which such Receivable is a part is not acceptable for purchase hereunder, as determined by the Administrative Agent in its reasonable discretion, because of the nature of the business of the Obligor or because of a potential conflict of interest between the interests of the SPV or the Originator, on the one hand, and any Investor, any Funding Agent, Conduit Investor, any Program Support Provider, any Alternate Investor or any of their Affiliates, on the other hand;

(f) the Obligor of which is a United States or Canadian resident, is not an Affiliate or employee of any Originator, and is not an Official Body;

(g) the Obligor of which has been directed to make all payments to a Blocked Account;

(h) the Obligor of which at the time of creation of an interest therein hereunder, is not the Obligor of Extended Defaulted Receivables for which the Unpaid Balances of all such Extended Defaulted Receivables exceeds 33% of the Unpaid Balances of all Receivables for which it is the Obligor;

(i) which under the related Contract and applicable Law is assignable without the consent of, or notice to, the Obligor thereunder unless such consent has been obtained and is in effect or such notice has been given;

(j) which, together with the related Contract, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms and is not subject to any litigation, material dispute, legal right of offset, counterclaim or other defense;

(k) which is invoiced, denominated and payable only in Dollars in the United States or in Canada;

(l) which, in respect of a Canadian Receivable, has been originated by Arrow Electronics Canada Ltd., (i) has satisfied each of the Canadian Eligibility Conditions, and (ii) when added to the aggregate Unpaid Balance of all other Canadian Receivables, does not exceed the lesser of: (x) the amount equal to 10% of the aggregate Unpaid Balance of all Eligible Receivables and (y) $100,000,000;

(m) which is not a Defaulted Receivable at the time of the purchase thereof by the Administrative Agent, on behalf of the Funding Agents for the Investors, hereunder;

(n) which, in the case of an HP Receivable, (i) is an HP Purchased Receivable, (ii) which, as of any date of determination, was invoiced not less than 30 days prior to such date of determination, and (iii) was transferred to SBM by HP pursuant to the HP Receivables Purchase Agreement, which HP Receivables Purchase Agreement remains in full force, and effect; and pursuant to which SBM is in compliance with all material terms thereof, subject to a ten day grace period with respect to any such term or provision;

(p) which is an "account" or "general intangible" and is not evidenced by an "instrument" or "chattel paper" within the meaning of Article 9 of the UCC of all applicable jurisdictions or [1] of the PPSA;

(q) which is an "eligible asset" as defined in Rule 3a-7 under the Investment Company Act of 1940;

(r) which, together with the Contract related thereto, does not contravene in any material respect any Laws applicable thereto (including Laws relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no part of the Contract related thereto is in violation of any such Law in any material respect;

(s) the assignment of which under the First Tier Agreement by Arrow to the SPV and hereunder by the SPV to the Administrative Agent for the benefit of the Funding Agents on behalf of the Investors does not violate, conflict or contravene any applicable Law or any contractual or other restriction, limitation or encumbrance;

(t) which (together with the Related Security related thereto) has been the subject of either a valid transfer and assignment from, or the grant of a first priority perfected security interest therein by, the SPV to the Administrative Agent, on behalf of the Funding Agents for the benefit of the Investors, of all of the SPV's right, title and interest therein; and

(u) as to which no Tax is applicable, solely as a result of withholding by the Obligor thereof or any assessment on the SPV or any Investor.

(a) any goods (including returned or repossessed goods) and documentation or title evidencing the shipment or storage of any goods relating to any sale giving rise to such Receivable;

(b) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and other filings signed by an Obligor relating thereto;

(c) the Contract and all guarantees, indemnities, warranties, insurance (and proceeds and premium refunds thereof) or other agreements or arrangements of any kind from time to time supporting or securing payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise;

(d) all Records related to such Receivable;

(e) in the case of HP Receivables, the HP Receivables Purchase Agreement; and

(f) all Collections on and other proceeds of any of the foregoing.

"Required Downgrade Assignment Period" is defined in Section 3.2(a).

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

     "Required Reserves" is defined in Schedule II.
      -----------------                -----------

     "Restricted Payments" is defined in Section 6.2(k).
      -------------------                -------------

     "SBM" means Scientific & Business Minicomputers, Inc., a Georgia
      ---
corporation.

(i) any write-up in the book carrying value of any asset resulting from a revaluation thereof subsequent to Closing Date;

(ii) all reserves required by GAAP, including but not limited to reserves for liabilities, fixed or contingent, deferred income taxes, obsolescence, depletion, insurance, and inventory valuation, which are not deducted from assets;

(iii) all Indebtedness of the SPV, including the Subordinated Obligations; and

(iv) the book value of all assets which would be treated as intangibles under GAAP, including, without limitation, good will, trademarks, trade names, patents, copyrights and licenses.

"U.S." or "United States" means the United States of America.
 ---       -------------

"Yield" is defined in Section 2.4.
 -----                -----------

ARTICLE II

PURCHASES AND SETTLEMENTS

(i) The SPV, each Funding Agent, the Administrative Agent and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Funding Agent (on behalf of their related Conduit Investors and/or the Related Alternate Investors as applicable) hereunder shall be treated as a sale for all purposes, other than federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Funding Agents is not treated as a sale for all purposes, other than federal and state income tax purposes (as to which the foregoing shall constitute indebtedness of the SPV secured by the Affected Assets), such sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV's obligations to the Administrative Agent, for the benefit of the Funding Agents (on behalf of the related Conduit Investor and/or the Related Alternate Investors as applicable) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.

(ii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Alternate Investors hereunder, regardless of the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of the SPV.

(ii) Each Investment Request shall be irrevocable and binding on the SPV, and the SPV shall indemnify each Investor against any loss or expense incurred by such Investor, either directly or indirectly (including, in the case of a Conduit Investor, through a Program Support Agreement) as a result of any failure by the SPV to complete such Investment, including any loss (including loss of profit) or expense incurred by a Funding Agent or any Investor, either directly or indirectly (including, in the case of a Conduit Investor, pursuant to a Program Support Agreement) by reason of the liquidation or reemployment of funds acquired by such Investor (or the applicable Program Support Provider(s)) (including funds obtained by issuing commercial paper or promissory notes or obtaining deposits or loans from third parties) in order to fund such Investment.

ARTICLE III

ADDITIONAL ALTERNATE INVESTOR PROVISIONS

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

(i) the SPV is a limited purpose corporation whose activities are restricted in its certificate of incorporation to activities related to purchasing or otherwise acquiring receivables (including the Receivables) and related assets and rights and conducting any related or incidental business or activities it deems necessary or appropriate to carry out its primary purpose, including entering into agreements like the Transaction Documents;

(ii) the SPV has not engaged, and does not presently engage, in any activity other than those activities expressly permitted hereunder and under the other Transaction Documents, nor has the SPV entered into any agreement other than this Agreement, the other Transaction Documents to which it is a party, and with the prior written consent of the Investors, each Funding Agent and the Administrative Agent, any other agreement necessary to carry out more effectively the provisions and purposes hereof or thereof;

(iii) (A) the SPV maintains its own deposit account or accounts, separate from those of any of its Affiliates, with commercial banking institutions, (B) the funds of the SPV are not and have not been diverted to any other Person or for other than the corporate use of the SPV and (C) except as may be expressly permitted by this Agreement, the funds of the SPV are not and have not been commingled with those of any of its Affiliates;

(iv) to the extent that the SPV contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing are fairly allocated to or among the SPV and such entities for whose benefit the goods and services are provided, and each of the SPV and each such entity bears its fair share of such costs; and all material transactions between the SPV and any of its Affiliates shall be only on an arm's-length basis;

(v) the SPV maintains stationery through which all business correspondence and communication are conducted, in each case separate from those of each Originator and its respective Affiliates;

(vi) the SPV conducts its affairs strictly in accordance with its certificate of incorporation and observes all necessary, appropriate and customary corporate formalities, including (A) holding all regular and special stockholders' and directors' meetings appropriate to authorize all corporate action (which, in the case of regular stockholders' and directors' meetings, are held at least annually), (B) keeping separate and accurate minutes of such meetings, (C) passing all resolutions or consents necessary to authorize actions taken or to be taken, and (D) maintaining accurate and separate books, records and accounts, including intercompany transaction accounts;

(vii) all decisions with respect to its business and daily operations are independently made by the SPV (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the SPV) and are not dictated by any Affiliate of the SPV (it being understood that the Master Servicer, which is an Affiliate of the SPV, will undertake and perform all of the operations, functions and obligations of it set forth herein and it may appoint Sub-Servicers, which may be Affiliates of the SPV, to perform certain of such operations, functions and obligations);

(viii) the SPV acts solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the SPV shall be appointed to act as its agent, except as expressly contemplated by this Agreement;

(x) other than organizational expenses and as expressly provided in the Transaction Documents, the SPV pays all expenses, indebtedness and other obligations incurred by it;

(xi) the SPV does not guarantee, and is not otherwise liable, with respect to any obligation of any of its Affiliates;

(xii) any financial reports required of the SPV comply with generally accepted accounting principles and are issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates;

(xiii) at all times the SPV is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation;

(xiv) the financial statements and books and records of the SPV and Arrow reflect the separate corporate existence of the SPV;

(xv) the SPV does not act as agent for any Originator or any Affiliate thereof, but instead presents itself to the public as a corporation separate from each such member and independently engaged in the business of purchasing and financing Receivables;

(xvi) the SPV maintains a three-person board of directors, including at least one independent director, who has never been, and shall at no time be a stockholder, director, officer, employee or associate, or any relative of the foregoing, of any Originator or any Affiliate thereof (other than the SPV and any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any Originator or any Affiliate thereof), all as provided in its certificate or articles of incorporation, and is otherwise reasonably acceptable to the Investors, the Funding Agents and the Administrative Agent; and

(xvii) the bylaws or the certificate or articles of incorporation of the SPV require the affirmative vote of the independent director before a voluntary petition under Section 301 of the Bankruptcy Code may be filed by the SPV, and the SPV to maintain correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholders and board of directors.

ARTICLE V

CONDITIONS PRECEDENT

(a) A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter and each of the other Transaction Documents executed by the Originators, the SPV and the Master Servicer, as applicable.

----------          -----
things:

             (i) the articles of incorporation, charter or other organizing

document (including a limited liability company agreement, if applicable) of the SPV (certified by the Secretary of State or other similar official of the SPV's jurisdiction of incorporation or organization, as applicable, as of a recent date);

(ii) the by-laws of the SPV;

(iii) resolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and

(iv) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV.

(i) the articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of such Originator or Master Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date);

(ii) the by-laws of such Originator or the Master Servicer;

(iii) resolutions of the board of directors or other governing body of such Originator or the Master Servicer authorizing the execution, delivery and performance by it of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and

(iv) the incumbency, authority and signature of each officer of such Originator or the Master Servicer executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf.

(d) A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV's jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the other Transaction Documents, in each case, dated as of a recent date.

(e) A good standing certificate for each Originator and the Master Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the other Transaction Documents, in each case, dated as of a recent date.

(f) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Administrative Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent's ownership or security interest in all Receivables and the other Affected Assets.

(g) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming Arrow, as debtor, in favor of the SPV, as secured party and Administrative Agent for the benefit of the Investors, assignee or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent's ownership or security interest in all Receivables and the other Affected Assets.

(h) Acknowledgment copies of proper financing statements (Form UCC-1 or Form PPSA 1[c] [Ontario]) or certified statements (Form RG), as applicable, filed on or before the initial Investment Date naming the applicable Originator, as the debtor, in favor of Arrow, as secured party, and the Administrative Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV's ownership interest in all Receivables and the other Affected Assets.

(i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV.

(j) Copies of proper financing statements (Form UCC-3 or Form PPSA 2[c]) or certified statements (Form RG), as applicable, or appropriate acknowledgments, waivers or consents, if any, filed or obtained on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by any Originator.

(l) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts.

(n) A favorable opinion of Milbank, Tweed, Hadley & McCloy LLP, special counsel to the SPV, the Master Servicer and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Administrative Agent, Administrative Agent's counsel and each Funding Agent.

(o) A listing in form reasonably acceptable to the Administrative Agent setting forth all Receivables and the Unpaid Balances thereon as of March 2, 2001 and such other information as the Administrative Agent may reasonably request.

(p) Satisfactory results of a review and audit by the Administrative Agent and each Investor (including discussions with the Originators' independent accountants) of the Originators' collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators' operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters.

(q) A Master Servicer Report as of March 2, 2001 showing the calculation of the Net Investment and Required Reserves after giving effect to the initial Investment.

(r) Evidence of the appointment of Arrow as agent for process as required by Section 11.4(c).

(s) Evidence that each of the Collection Account and the Funding Account required to be established hereunder has been established.

(t) To the extent required by each Conduit Investor's commercial paper program documents, a letter from the applicable rating agencies confirming that such Conduit Investor's participation in the transaction contemplated by this Agreement will not result in the withdrawal or downgrading of the rating of such Conduit Investor's commercial paper.

(u) Such other approvals, documents, instruments, certificates and opinions as the Administrative Agent, any Funding Agent or any Investor, may reasonably request.

(d) In the case of an Investment, the Administrative Agent shall have received a Master Servicer Report dated no more than five (5) days prior to the proposed Investment Date and the information set forth therein shall be true, complete and correct.

(e) No Termination Event or Potential Termination Event has occurred and is continuing.

ARTICLE VI

COVENANTS

(ii) Each of the SPV and the Master Servicer shall, and the Master Servicer shall cause each of its Subsidiaries to, do all things necessary to remain in good standing as a domestic corporation in its jurisdiction of incorporation and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

ARTICLE VII

ADMINISTRATION AND COLLECTIONS

(b) Upon the designation of a successor Master Servicer as set forth above, Arrow agrees that it will terminate its activities as Master Servicer hereunder in a manner which the Administrative Agent determines will facilitate the transition of the performance of such activities to the new Master Servicer, and Arrow shall cooperate with and assist such new Master Servicer. Such cooperation shall include access to and transfer of records and use by the new Master Servicer of all records, licenses, hardware or software necessary or reasonably desirable to collect the Receivables and the Related Security.

(c) Arrow acknowledges that each of the SPV, the Administrative Agent, the Funding Agents and the Investors have relied on Arrow's agreement to act as Master Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, Arrow agrees that it will not voluntarily resign as Master Servicer.

(e) Arrow hereby irrevocably agrees that if at any time it shall cease to be the Master Servicer hereunder, it shall act (if the then current Master Servicer so requests) as the data-processing agent of the Master Servicer and, in such capacity, Arrow shall conduct, for a reasonable fee as may be agreed between Arrow and the Administrative Agent, the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that Arrow conducted such data-processing functions while it acted as the Master Servicer.

(d) Any payment by an Obligor in respect of any indebtedness owed by it to an Originator shall, except as otherwise specified by such Obligor, required by contract or law or clearly indicated by facts or circumstances (including by way of example an equivalence of a payment and the amount of a particular invoice) after due investigation in accordance with such Originator's Credit and Collection Policy, and unless otherwise instructed by the Administrative Agent, upon the occurrence of a Termination Date, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

(ii) the SPV shall, at the Administrative Agent's request (which request shall be made at the direction of the Majority Investors or in the Administrative Agent's sole discretion) and at the SPV's expense, give notice of the Administrative Agent's, the SPV's, and/or the Investors' ownership of the Receivables and (in the case of the Administrative Agent) interest in the Asset Interest to each Obligor and direct that payments be made directly to the Administrative Agent or its designee, except that if the SPV fails to so notify each Obligor, the Administrative Agent may so notify the Obligors; and

(iii) the SPV shall, at the Administrative Agent's request (which request shall be made at the direction of the Majority Investors or in the Administrative Agent's sole discretion), (A) assemble all of the Records and shall make the same available to the Administrative Agent or its designee at a place selected by the Administrative Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in a manner acceptable to the Administrative Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee.

(b) any representation, warranty, certification or statement made by the Master Servicer in this Agreement, the First Tier Agreement, the Originator Sale Agreements or in any of the other Transaction Documents or in any certificate or report delivered by it pursuant to any of the foregoing shall prove to have been incorrect in any material respect when made or deemed made; or

(c) failure of the Master Servicer or any of its Subsidiaries (other than the SPV) to pay when due (after giving effect to any applicable grace period) any amounts due under any agreement under which any Indebtedness greater than $50,000,000 (or its equivalent in any other currency) is governed; or the default by the Master Servicer or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any Indebtedness greater than $50,000,000 (or its equivalent in any other currency) was created or is governed, regardless of whether such event is an "event of default" or "default" under any such agreement if the effect of such default is to cause, or permit the holder(s) or any trustee or agent on behalf of holder(s) of such Indebtedness to cause such Indebtedness to become due and payable or required to become prepaid (other than by a regularly scheduled payment) prior to the scheduled date of maturity thereof; or

(d) any Event of Bankruptcy shall occur with respect to the Master Servicer or any of its Significant Subsidiaries; or

(e) there shall have occurred an event which, materially and adversely affects the Master Servicer's ability to either collect the Receivables or to perform its obligations as Master Servicer under this Agreement.

ARTICLE VIII

TERMINATION EVENTS

(a) the SPV, Arrow, any Originator or the Master Servicer shall fail to make any payment or deposit to be made by it hereunder, under the First Tier Agreement or under any Originator Sale Agreement within one Business Day of when due hereunder or thereunder; or

(b) any representation, warranty, certification or statement made or deemed made by the SPV, Arrow or any Originator in this Agreement, any other Transaction Document to which it is a party or in any other information, report or document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made or delivered; or

(e) the Administrative Agent, on behalf of the Funding Agents for the benefit of the Investors, shall for any reason fail or cease to have a valid and enforceable perfected first priority ownership or security interest in the Affected Assets, free and clear of any Adverse Claim; or

(f) a Master Servicer Default shall have occurred; or

(h) the average Default Ratio for any period of three (3) consecutive months exceeds 11%; or

(i) the average Dilution Ratio for any period of three (3) consecutive months exceeds 11%; or

(j) failure of the SPV, Arrow or any Subsidiary of the SPV or Arrow to pay when due any amounts due (after giving effect to any applicable grace period) under any agreement to which any such Person is a party and under which any Indebtedness greater than $5,000 in the case of the SPV or any Subsidiary of the SPV, or $50,000,000 (or its equivalent in any other currency), in the case of Arrow or any Subsidiary of Arrow (other than the SPV) is governed; or the default by the SPV, Arrow or any Subsidiary of the SPV or Arrow in the performance of any term, provision or condition contained in any agreement to which any such Person is a party and under which any Indebtedness owing by the SPV, Arrow or any Subsidiary of the SPV or Arrow greater than such respective amounts was created or is governed, regardless of whether such event is an "event of default" or "default" under any such agreement if the effect of such default is to cause, or to permit the holder(s) or any trustee or agent acting on behalf of holder(s) of such Indebtedness to cause such Indebtedness to become due and payable prior to its stated maturity; or

(k) there shall be a "change of control" with respect to Arrow, an Originator or the SPV (for the purposes of this clause only "change in control" means:

(i) the failure of Arrow to own, free and clear of any Adverse Claim and on a fully diluted basis, 100% of the outstanding shares of voting stock of the SPV or more than 50% of the outstanding shares of the voting stock any Originator (other than Arrow), or

(ii) (1) less than a majority of the members of Arrow's board of directors shall be persons who either (x) were serving as directors on the Closing Date or (y) were nominated as directors and approved by the vote of the majority of the directors who are directors referred to in clause (x) above or this clause (y); or

(2) the stockholders of Arrow shall approve any plan or proposal for the liquidation or dissolution of Arrow; or

(iii) a Person or group of Persons acting in concert (other than the direct or indirect beneficial owners of the outstanding shares of the voting stock of Arrow as of the Closing Date) shall, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, have become the direct or indirect beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended from time to time) of securities of Arrow representing 40% or more of the combined voting power of the outstanding voting securities for the election of directors or shall have the right to elect a majority of the board of directors of Arrow.

(l) any Person shall institute steps to terminate any Pension Plan if the assets of such Pension Plan will not be sufficient to satisfy all of its benefit liabilities (as determined under Title IV of ERISA) at the time of such termination, or a contribution failure occurs with respect to any Pension Plan which is sufficient to give rise to a lien under Section 302(f) of ERISA, or any Person shall incur any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan, which in each case could be reasonably expected to cause a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise), business or properties of Arrow or the other Originators, taken as a whole; or

(m) any material provision of this Agreement or any other Transaction Document to which an Originator, Arrow or the SPV is a party shall cease to be in full force and effect or an Originator, Arrow or the SPV shall so state in writing; or

(n) the withdrawal or downgrade of the long-term, senior unsecured debt ratings of Arrow below BBB- or Baa3 by either S&P or Moody's, respectively; or

(o) the ratio of Adjusted Consolidated EBITDA to Consolidated Cash Interest Expense is at any time less than 3.0 to 1.0, for any period of four consecutive fiscal quarters; or

(p) the SPV shall cease making purchases under the First Tier Agreement or the First Tier Agreement shall be terminated for any reason; or

ARTICLE IX

INDEMNIFICATION; EXPENSES; RELATED MATTERS

(a) any representation or warranty made by the SPV or any Originator (including, Arrow or any of its Affiliates in the capacity as the Master Servicer) or any officers of the SPV or Arrow or any other Originator (including, in its capacity as the Master Servicer or any Affiliate of an Originator acting as Master Servicer) under or in connection with this Agreement, the First Tier Agreement, any Originator Sale Agreement any of the other Transaction Documents, any Master Servicer Report or any other information or report delivered by the SPV or the Master Servicer pursuant hereto, or pursuant to any of the other Transaction Documents which shall have been incomplete, false or incorrect in any respect when made or deemed made;

(b) the failure by the SPV or any Originator (including Arrow, in its capacity as the Master Servicer or any Affiliate of Arrow acting as a Sub-Servicer) to comply with any applicable Law with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable Law;

(c) the failure (i) to vest and maintain vested in the Administrative Agent, for the benefit of the Funding Agents, on behalf of the Investors, a first priority, perfected ownership interest in the Asset Interest free and clear of any Adverse Claim or (ii) to create or maintain a valid and perfected first priority security interest in favor of the Administrative Agent, for the benefit of the Funding Agents, on behalf of the Investors, in the Affected Assets, free and clear of any Adverse Claim;

(d) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected Assets;

(e) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including a defense based on such Receivable or the related Contract not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services, or from any breach or alleged breach of any provision of the Receivables or the related Contracts restricting assignment of any Receivables;

(f) any failure of the Master Servicer to perform its duties or obligations in accordance with the provisions hereof;

(g) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Receivable;

(h) the transfer of an interest in any Receivable other than an Eligible Receivable;

(i) the failure by the SPV, any Originator or the Master Servicer to comply with any term, provision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties or obligations under the Receivables or related Contracts;

(k) the failure of the SPV, Arrow or any Originator to pay when due any taxes, including sales, excise, goods and services, or personal property taxes payable by such Person in connection with any of the Receivables or this Agreement;

(l) any repayment by any Indemnified Party of any amount previously distributed in reduction of Net Investment which such Indemnified Party believes in good faith is required to be made;

(m) the commingling by the SPV, any Originator or the Master Servicer of Collections of Receivables at any time with any other funds, including funds in respect of HP Receivables at any time when such HP Receivables are not Receivables hereunder;

(n) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Investments by the SPV or any Originator, the ownership of the Asset Interest, or any Affected Asset;

(o) failure of any Blocked Account Bank to remit any amounts held in the Blocked Accounts or any related lock-boxes pursuant to the instructions of the Master Servicer, the SPV, the related Originator or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Blocked Account Agreement) whether by reason of the exercise of set-off rights or otherwise;

(p) any inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the SPV or any Originator to qualify to do business or file any notice of business activity report or any similar report;

(q) any attempt by any Person to void, rescind or set-aside any transfer by any Originator to Arrow or Arrow to the SPV of any Receivable or Related Security under statutory provisions or common law or equitable action, including any provision of the Bankruptcy Code or other insolvency law;

(r) any action taken by the SPV, any Originator, or the Master Servicer (if any Originator or any Affiliate or designee of an Originator) in the enforcement or collection of any Receivable;

(s) the use of the proceeds of any Investment or Reinvestment; or

(t) the transactions contemplated hereby being characterized as other than debt for the purposes of the Code.

(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider pursuant to Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party is organized or in which such Indemnified Party's principal executive office is located);

(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider pursuant to a Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or

(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider pursuant to a Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests,

and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder or under a Program Support Agreement, the funding of any purchases hereunder or a Program Support Agreement or the provision of credit or liquidity under a Program Support Agreement by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.

(b) If any Indemnified Party shall have determined that after the date hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party's obligations hereunder or under a Program Support Agreement or with respect hereto or thereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.

(b) In the event that any withholding or deduction from any payment made by the payor hereunder is required in respect of any Taxes, then such payor shall:

(i) pay directly to the relevant authority the full amount required to be so withheld or deducted;

(ii) promptly forward to the Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such authority; and

(d) If the payor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the recipient the required receipts or other required documentary evidence, the payor shall indemnify the recipient for any incremental Taxes, interest, or penalties that may become payable by any recipient as a result of any such failure.

(b) The SPV shall pay the Administrative Agent for the account of each Investor, as applicable, on demand, such amount or amounts as shall compensate such Investor for any loss (including loss of profit), cost or expense incurred by it (as reasonably determined by the applicable Funding Agent) as a result of any reduction of any Portion of Investment of such Investor other than on the last day of the related Rate Period (determined without regard for clause (ii) of paragraph (a) of the definition thereof) funding such Portion of Investment of such Investor, such compensation to be
(i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the Related Funding Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV and Administrative Agent in reasonable detail and shall be conclusive, absent manifest error.

ARTICLE X

THE ADMINISTRATIVE AGENT

ARTICLE XI

MISCELLANEOUS

(b) EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS.

(c) The SPV and the Master Servicer each hereby appoint, and Arrow shall cause each Originator to appoint, Arrow located at 25 Hub Drive, Melville, New York 11747, as the authorized agent upon whom process may be served in any action arising out of or based upon this Agreement, the other Transaction Documents to which such Person is a party or the transactions contemplated hereby or thereby that may be instituted in the United States District Court for the Southern District of New York and of any New York State court sitting in The County of New York by any Investor, the Administrative Agent, any Funding Agent, the Collateral Agent or any successor or assignee of any of them.

(f) Each of the SPV, the Master Servicer and Arrow hereby agrees and consents to the assignment by a Conduit Investor from time to time of all or any part of its rights under, interest in and title to this Agreement and the Asset Interest to any Program Support Provider. In addition, each of the SPV, the Master Servicer and Arrow hereby consents to and acknowledges the assignment by the EFC Conduit Investor of all of its rights under, interest in and title to this Agreement and the Asset Interest to the Collateral Agent.

[Signatures Follow]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

                              as a Conduit Investor
                              By:
                                  ----------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------

Commitment                    BANK OF AMERICA, NATIONAL ASSOCIATION,
$142,800,000                  as a Funding Agent, as Administrative
                              Agent, and as an Alternate Investor
                              By:
                                  ----------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------

                              DELAWARE FUNDING CORPORATION,
                              as a Conduit Investor
                              By:
                                  ----------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------

Commitment                    MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
$142,800,000                  as a Funding Agent and as an Alternate Investor
                              By:
                                  ----------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------

Commitment                    EAGLE FUNDING CAPITAL CORPORATION,
$142,800,000                  as a Conduit Investor and as an Alternate
                              Investor
                              By: Fleet Securities, Inc.,
                                  its attorney-in-fact
                              By:
                                  ----------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------

                              FLEET SECURITIES, INC.
                              as a Funding Agent
                              By:
                                  ----------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------

                              GRAMERCY CAPITAL CORP.,
                              as a Conduit Investor
                              By: Credit Suisse First Boston, New York
                                  Branch, its attorney-in-fact
                              By:
                                  ----------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------

                              By:
                                  ----------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------


Commitment                    CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH
$112,200,000                  as a Funding Agent and as an Alternate Investor
                              By:
                                  ----------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------

                              By:
                                  ----------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------

                              LIBERTY STREET FUNDING CORP.,
                              as a Conduit Investor
                              By:
                                  ----------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------

Commitment                    THE BANK OF NOVA SCOTIA,
$112,200,000                  as a Funding Agent and as an Alternate Investor
                              By:
                                  ----------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------

                              VICTORY RECEIVABLES CORPORATION,
                              as a Conduit Investor
                              By:
                                  ----------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------

Commitment                    THE BANK OF TOKYO-MITSUBISHI, LTD.,
$112,200,000                  as a Funding Agent and as an Alternate Investor
                              By:
                                  ----------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------

PRELIMINARY STATEMENTS:

WHEREAS, the SPV, Arrow, the Conduit Investors, the Funding Agents, the Alternate Investors and Administrative Agent have entered into the TAA;

WHEREAS, the SPV and Arrow have requested that the Conduit Investors, the Funding Agents, the Alternate Investors and Administrative Agent agree to make certain changes and amendments to the TAA;

WHEREAS, subject to the terms and conditions set forth herein, the Conduit Investors, the Alternate Investors, the Funding Agents and Administrative Agent are willing to make such changes and amendments to the TAA; and

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

"(o) the ratio of Adjusted Consolidated EBITDA to Consolidated Cash Interest Expense (i) is less than 2.15 to 1.0 for the four consecutive fiscal quarters ended December 31, 2001, and (ii) is less than 3.0 to 1.0 for any other period of four consecutive fiscal quarters; or".

(a) Except as specifically amended and modified hereby, each Transaction Document is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Investor, Funding Agent or the Administrative Agent under any Transaction Document, nor constitute a waiver, amendment or modification of any provision of any Transaction Document, except as expressly provided in Section 1 hereof.

(c) This Amendment contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire Amendment among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(d) Each reference in the TAA to "this Agreement", "hereunder", "hereof" or words of like import, and each reference in any other Transaction Document to "the Transfer and Administration Agreement", "thereunder", "thereof" or words of like import, referring to the Agreement, shall mean and be a reference to the Agreement as amended hereby.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ARROW ELECTRONICS FUNDING CORPORATION,
as SPV

ARROW ELECTRONICS, INC.,
individually and as Master Servicer

ENTERPRISE FUNDING CORPORATION,
as a Conduit Investor

BANK OF AMERICA, NATIONAL ASSOCIATION, as a Funding Agent, as Administrative Agent, and as an Alternate Investor

DELAWARE FUNDING CORPORATION,
as a Conduit Investor

MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
as a Funding Agent and as an Alternate
Investor

EAGLE FUNDING CAPITAL CORPORATION,
as a Conduit Investor and as an Alternate Investor

By: Fleet Securities, Inc., its attorney-in-fact

FLEET SECURITIES, INC.
as a Funding Agent

GRAMERCY CAPITAL CORP.,
as a Conduit Investor

By: Credit Suisse First Boston, New York
Branch, its attorney-in-fact

CREDIT SUISSE FIRST BOSTON, NEW YORK
BRANCH as a Funding Agent and as an Alternate Investor

LIBERTY STREET FUNDING CORP.,
as a Conduit Investor

THE BANK OF NOVA SCOTIA,
as a Funding Agent and as an Alternate
Investor

VICTORY RECEIVABLES CORPORATION,
as a Conduit Investor

THE BANK OF TOKYO-MITSUBISHI, LTD.,
as a Funding Agent and as an Alternate
Investor

PRELIMINARY STATEMENTS:

WHEREAS, the SPV, Arrow, the Conduit Investors, the Funding Agents, the Alternate Investors and Administrative Agent have entered into the TAA;

WHEREAS, the SPV and Arrow have requested that the Conduit Investors, the Funding Agents, the Alternate Investors and Administrative Agent agree to make certain changes and amendments to the TAA;

WHEREAS, subject to the terms and conditions set forth herein, the Conduit Investors, the Alternate Investors, the Funding Agents and Administrative Agent are willing to make such changes and amendments to the TAA; and

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

(a) Section 1.1 is amended by amending and restating clauses
(l), (t) and (u) to the definition of "Eligible Receivable" and adding new clauses (v) and (w) thereto, each such clause to read in its entirety as follows:

"(l) which, in respect of a Canadian Receivable, has been originated by either Arrow Electronics Canada Ltd. or Arrow Asia, (i) has satisfied each of the Canadian Eligibility Conditions (other than in the case of Receivables originated by Arrow Asia), and (ii) when added to the aggregate Unpaid Balance of all other Canadian Receivables, does not exceed the lesser of: (x) the amount equal to 10% of the aggregate Unpaid Balance of all Eligible Receivables and (y) $100,000,000;

(t) which (together with the Related Security related thereto) has been the subject of either a valid transfer and assignment from, or the grant of a first priority perfected security interest therein by, the SPV to the Administrative Agent, on behalf of the Funding Agents for the benefit of the Investors, of all of the SPV's right, title and interest therein;

(u) as to which no Tax is applicable, solely as a result of withholding by the Obligor thereof or any assessment on the SPV or any Investor;

(v) which was not originated by MOCA, unless each Investor and the Administrative Agent shall have consented in writing to the inclusion of Receivables originated by MOCA as "Eligible Receivables" (it being understood and agreed that within a reasonable time period after June 15, 2002, each of the Investors and the Administrative Agent shall make a reasonable effort to review the data related to the Receivables originated by MOCA, provided that the SPV shall have previously delivered to each Investor and the Administrative Agent any such data or other information related to MOCA that such Person may reasonably request); and

(w) which, in respect of an Arrow Asia Receivable, has been originated by Arrow Asia, and when added to the aggregate Unpaid Balance of all other Arrow Asia Receivables, does not exceed an amount equal to 10% of the aggregate Unpaid Balance of all Eligible Receivables."

(b) Section 1.1 is amended by amending and restating the definition of "Event of Bankruptcy," such definition to read in its entirety as follows:

(c) Section 1.1 is amended by amending and restating the definition of "Originator," such definition to read in its entirety as follows:

(d) Section 1.1. is hereby amended by adding the following new definitions, to read in their entirety as follows:

(a) Except as specifically amended and modified hereby, each Transaction Document is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Investor, Funding Agent or the Administrative Agent under any Transaction Document, nor constitute a waiver, amendment or modification of any provision of any Transaction Document, except as expressly provided in Section 1 hereof.

(c) This Amendment contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire Amendment among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(d) Each reference in the TAA to "this Agreement", "hereunder", "hereof" or words of like import, and each reference in any other Transaction Document to "the Transfer and Administration Agreement", "thereunder", "thereof" or words of like import, referring to the Agreement, shall mean and be a reference to the Agreement as amended hereby.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ARROW ELECTRONICS FUNDING CORPORATION,
as SPV

ARROW ELECTRONICS, INC.,
individually and as Master Servicer

ENTERPRISE FUNDING CORPORATION,
as a Conduit Investor

BANK OF AMERICA, NATIONAL ASSOCIATION, as a Funding Agent, as Administrative Agent, and as an Alternate Investor

DELAWARE FUNDING CORPORATION,
as a Conduit Investor

JPMORGAN CHASE BANK,
(successor by merger to Morgan Guaranty Trust
Company of New York) as a Funding Agent and as
an Alternate Investor

EAGLE FUNDING CAPITAL CORPORATION,
as a Conduit Investor and as an Alternate Investor

By: Fleet Securities, Inc., its attorney-in-fact

FLEET SECURITIES, INC.
as a Funding Agent

GRAMERCY CAPITAL CORP.,
as a Conduit Investor

By: Credit Suisse First Boston, New York
Branch, its attorney-in-fact

CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH
as a Funding Agent and as an Alternate Investor

LIBERTY STREET FUNDING CORP.,
as a Conduit Investor

THE BANK OF NOVA SCOTIA,
as a Funding Agent and as an Alternate Investor

VICTORY RECEIVABLES CORPORATION,
as a Conduit Investor

THE BANK OF TOKYO-MITSUBISHI, LTD.,
as a Funding Agent and as an Alternate Investor

PRELIMINARY STATEMENTS:

WHEREAS, the SPV, Arrow, the Conduit Investors, the Funding Agents, the Alternate Investors and Administrative Agent have entered into the TAA;

WHEREAS, the SPV and Arrow have requested that the Conduit Investors, the Funding Agents, the Alternate Investors and Administrative Agent agree to make certain changes and amendments to the TAA;

WHEREAS, subject to the terms and conditions set forth herein, the Conduit Investors, the Alternate Investors, the Funding Agents and Administrative Agent are willing to make such changes and amendments to the TAA; and

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

(a) Section 1.1 is amended by deleting the date "March 20, 2002" from the defined term "Commitment Termination Date" and replacing it with the date "March 19, 2003".

(b) Section 8.1 is amended by replacing clause (h) thereof to read in its entirety as follows:

"(h) the average Default Ratio for any period of three (3) consecutive months exceeds 7%; or".

(c) Section 8.1 is amended by replacing clause (o) thereof to read in its entirety as follows:

"(o) the ratio of Adjusted Consolidated EBITDA to Consolidated Cash Interest Expense is at any time less than (i) 1.75 to 1.0 for the period of four consecutive fiscal quarters ended March 31, 2002 and June 30, 2002,
(ii) 2.00 to 1.0 for the period of four consecutive fiscal quarters ended September 30, 2002, and (iii) 2.10 to 1.0 for the period of four consecutive fiscal quarters ended December 31, 2002; or".

(d) Schedule II is amended by replacing the definition of "Default Ratio" to read in its entirety as follows:

(e) Schedule II is amended by replacing the definition of "Dilution Ratio" to read in its entirety as follows:

(f) Schedule IV is amended by replacing the table therein set forth below the definition of "Program Fee" to read in its entirety as follows:

  Rating                                 Facility Fee            Program Fee
S&P/Moody's                            Rate (Per Annum)        Rate (Per Annum)
-----------                            ----------------        ---------------

Greater than or equal to A-/A3             0.135%                   0.125%

BBB+/Baa1                                  0.150%                   0.125%

BBB/Baa2                                   0.175%                   0.125%

Less than or equal to BBB-/Baa3            0.200%                   0.250%

(a) Except as specifically amended and modified hereby, each Transaction Document is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Investor, Funding Agent or the Administrative Agent under any Transaction Document, nor constitute a waiver, amendment or modification of any provision of any Transaction Document, except as expressly provided in Section 1 hereof.

(c) This Amendment contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire Amendment among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(d) Each reference in the TAA to "this Agreement", "hereunder", "hereof" or words of like import, and each reference in any other Transaction Document to "the Transfer and Administration Agreement", "thereunder", "thereof" or words of like import, referring to the Agreement, shall mean and be a reference to the Agreement as amended hereby.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ARROW ELECTRONICS FUNDING CORPORATION,
as SPV

ARROW ELECTRONICS, INC.,
individually and as Master Servicer

ENTERPRISE FUNDING CORPORATION,
as a Conduit Investor

BANK OF AMERICA, NATIONAL ASSOCIATION,
as a Funding Agent, as Administrative
Agent, and as an Alternate Investor

DELAWARE FUNDING CORPORATION,
as a Conduit Investor

JPMORGAN CHASE BANK,
(successor by merger to Morgan Guaranty
Trust Company of New York) as a Funding
Agent and as an Alternate Investor

EAGLE FUNDING CAPITAL CORPORATION,
as a Conduit Investor and as an Alternate
Investor

By: Fleet Securities, Inc.,
its attorney-in-fact

FLEET SECURITIES, INC.
as a Funding Agent

GRAMERCY CAPITAL CORP.,
as a Conduit Investor

By: Credit Suisse First Boston, New
York Branch, its attorney-in-fact

By:

Name:
Title:

CREDIT SUISSE FIRST BOSTON, NEW YORK
BRANCH as a Funding Agent and as an
Alternate Investor

LIBERTY STREET FUNDING CORP.,
as a Conduit Investor

THE BANK OF NOVA SCOTIA,
as a Funding Agent and as an Alternate
Investor

VICTORY RECEIVABLES CORPORATION,
as a Conduit Investor

THE BANK OF TOKYO-MITSUBISHI, LTD.,
as a Funding Agent and as an Alternate
Investor