Exhibit 10(a)

ARROW ELECTRONICS STOCK OWNERSHIP PLAN

As amended and restated January 2007

Table of Contents

		Page
ARTICLE Definitions			4
1.1 Account			4
1.2 Affiliate			4
1.3 Beneficiary			4
1.4 Board of Directors			4
1.5 Category of Common Stock			4
1.6 Committee			4
1.7 Common Stock			4
1.8 Company			4
1.9 Company Representative			4
1.10 Compensation			5
1.11 Disability			5
1.12 Effective Date			5
1.13 Earnings			5
1.14 Employee			5
1.15 Employer			7
1.16 Entry Date			7
1.17 Exempt Loan			7
1.18 Fund or Trust Fund			7
1.19 General Account			7
1.20 Highly Compensated Employee			7
1.21 Hour of Service			7

Table of Contents
(continued)

		Page
1.22 Member			10
1.23 Normal Retirement Date			10
1.24 One-Year Break in Service			10
1.25 PAYSOP Account			10
1.26 Plan			10
1.27 Suspense Account			10
1.28 Termination of Employment			10
1.29 Trust Agreement			10
1.30 Trustee			10
1.31 Vested Percentage			10
1.32 Year			11
1.33 Year of Membership			11
1.34 Year of Service			11
1.35 Meaning of “Spouse”			11
ARTICLE II Membership			11
2.1 In General			11
2.2 Service with Affiliates			11
2.3 Transfers			11
2.4 Reemployment			12
2.5 Service with Predecessors or Affiliates, or as an Ineligible Employee			12
ARTICLE III Contributions			13
3.1 Source of Contributions			13
3.2 Amount of Contributions			13

Table of Contents
(continued)

		Page
3.3 Maximum Limitation			13
3.4 Contributions Conditional			14
ARTICLE IV Accounts			14
4.1 Accounts			14
4.2 Eligibility to Share in Contributions and Forfeitures			14
4.3 Allocation of Contributions and Forfeitures			15
4.4 Crediting the Earnings and Other Amounts Received in Respect of Common Stock			15
4.5 Reallocation of Common Stock			16
4.6 Common Stock Withdrawn from the Suspense Account			16
4.7 Maximum Limitation			17
4.8 Administration of Accounts			17
4.9 Voting of Common Stock			17
4.10 Vesting			18
4.11 Diversification of Investments			20
4.12 Military Service			22
4.13 Notification of Members			22
ARTICLE V Retirement Benefits			22
5.1 Payment of Retirement Benefits			22
ARTICLE VI Termination of Employment			22
6.1 Benefits upon Termination of Employment			22
6.2 Payment of Benefits upon Termination of Employment			22
6.3 Forfeitures			23

Table of Contents
(continued)

		Page
6.4 Source of Restored Amounts			24
6.5 Irrevocable Forfeitures			24
ARTICLE VII Withdrawal upon Full Vesting			24
7.1 Withdrawal Rights			24
7.2 Distribution			24
7.3 Direct Transfer to Arrow Savings Plan			24
ARTICLE VIII Death Benefits			25
8.1 Death Benefits			25
8.2 Designation of a Beneficiary			25
8.3 Effect of Marriage, Divorce or Annulment, or Legal Separation			26
8.4 Proof of Death			28
8.5 Designation of Method of Distribution			28
8.6 Direct Transfer to Arrow Savings Plan			28
8.7 Undistributed Balance of Terminated Member			28
8.8 Discharge of Liability			28
ARTICLE IX Distribution of Benefits			28
9.1 Form of Distribution of Benefits			28
9.2 Put Options			29
9.3 Minimum Required Distributions			29
9.4 Special Rule for Exempt Loan			30
9.5 Qualified Domestic Relations Orders			30
9.6 Direct Rollover of Eligible Rollover Distributions			31

Table of Contents
(continued)

		Page
ARTICLE X Administration of the Plan			33
10.1 Committee			33
10.2 Named Fiduciary			33
10.3 Powers and Discretion of the Named Fiduciary			33
10.4 Advisers			35
10.5 Service in Multiple Capacities			35
10.6 Limitation of Liability; Indemnity			35
10.7 Reliance on Information			35
10.8 Subcommittees, Counsel and Agents			35
10.9 Funding Policy			36
10.10 Proper Proof			36
10.11 Genuineness of Documents			36
10.12 Records and Reports			36
10.13 Recovery of Overpayments			36
ARTICLE XI The Trust Agreement			36
11.1 The Trust Agreement			36
11.2 Rights of the Company			37
11.3 Duties and Responsibilities of the Trustee			37
11.4 Leveraged Purchases			38
ARTICLE XII Amendment			38
12.1 Right of the Company to Amend the Plan			38
12.2 Plan Merger			38
12.3 Amendments Required by Law			38

Table of Contents
(continued)

		Page
ARTICLE XIII Discontinuance of Contributions and Termination of the Plan			39
13.1 Right to Terminate the Plan or Discontinue Contributions			39
13.2 Manner of Termination			39
13.3 Effect of Termination			39
13.4 Distribution of the Fund			39
13.5 Expenses of Termination			39
ARTICLE XIV Miscellaneous Provisions			40
14.1 Plan Not a Contract of Employment			40
14.2 Source of Benefits			40
14.3 Spendthrift Clause			40
14.4 Merger			40
14.5 Valuation of Common Stock			40
14.6 Inability to Locate Distributee			41
14.7 Payment to a Minor or Incompetent			41
14.8 Doubt as to Right to Payment			41
14.9 Estoppel of Members and Beneficiaries			41
14.10 Claims Procedure			42
14.11 Controlling Law			42
14.12 Separability			42
14.13 Captions			42
14.14 Usage			42
ARTICLE XV Exempt Loans			42
15.1 Application of Article			42

Table of Contents
(continued)

		Page
15.2 Use of Proceeds			43
15.3 Non-Recourse Requirement			43
15.4 Permitted Collateral			43
15.5 Default			43
15.6 Release from Encumbrance			43
15.7 Suspense Account			43
15.8 Put Option			43
15.9 Other Terms of Loan			45
ARTICLE XVI Leased Employees			45
16.1 Definitions			45
16.2 Treatment of Leased Employees			45
16.3 Exception for Employees Covered by Plans of Leasing Organization			46
16.4 Construction			46
ARTICLE XVII “Top-Heavy” Provisions			46
17.1 Determination of “Top-Heavy” Status			46
17.2 Provisions Applicable in “Top-Heavy” Years			48
SUPPLEMENT NO. 1			S1-1
SUPPLEMENT NO. 2			S2-1
SUPPLEMENT NO. 3			S3-1
SUPPLEMENT NO. 4			S4-1
SUPPLEMENT NO. 5			S5-1
SUPPLEMENT NO. 6			S6-1

ARROW ELECTRONICS STOCK OWNERSHIP PLAN

INTRODUCTION

          As used herein, the term “Plan” means the Arrow Electronics Stock Ownership Plan, initially adopted effective January 1, 1974 (as the Employee Stock Ownership Plan for the Employees of Arrow Electronics, Inc.) and amended from time to time. The Plan was amended effective as of January 1, 1977 to include a TRASOP, and it then comprised: (a) as Part I, the Plan substantially as in effect theretofore, with changes deemed advisable in light of the adoption of the TRASOP, and further changes deemed necessary or advisable in order to comply with applicable law; and (b) Part II, a TRASOP administered by means of accounts separate from the accounts established pursuant to Part I. Arrow Electronics, Inc. and its participating subsidiaries adopted and have maintained the Plan for the purpose of giving eligible employees an interest in the business of Arrow Electronics, Inc. through indirect stock ownership, with the benefits and risks attendant upon stock ownership.

          The Plan was further amended and restated effective as of June 1, 1979 and January 7, 1980. Effective as of June 1, 1982, the Plan was amended and restated to include as Part III a Capital Accumulation Plan administered by means of accounts separate from the accounts established pursuant to Part I and Part II. Effective as of January 1, 1983, the Plan was further amended and restated to make changes in Part II deemed necessary or advisable in order to comply with the provisions of applicable law that substituted a payroll-based tax credit employee stock ownership plan (“PAYSOP”) for a TRASOP, and further changes deemed necessary or advisable in light of the adoption of Part III of the Plan and of changes in applicable law.

          Pursuant to a restatement dated January 1, 1985, the Plan was further amended to comply with applicable law and to reflect the adoption by the Company of two new plans (the “New Plans”), the Arrow Electronics ESOP and the Arrow Electronics Capital Accumulation Plan, both effective as of January 1, 1984. The Arrow Electronics ESOP was a qualified stock bonus plan within the meaning of section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and an employee stock ownership plan as defined in section 4975(e)(7) of the Code and regulations and rulings thereunder, and section 407(d)(6) of the Employee Retirement Income Security Act of 1974 (“ERISA”) and regulations and rulings thereunder (an “ESOP”).

          Membership in Parts I and III of the Plan was closed after the Entry Date of July l, 1983 and no contributions were made to Part I or Part III for any Year ending after December 31, 1983. Members of the Plan who were eligible became members of the New Plans as of December 31, 1983. Other eligible individuals subsequently became members of the New Plans in accordance with the terms thereof. Part II of the Plan remained open to new Members in accordance with its terms, but no Company contributions were made to it after that for the Year ended December 31, 1986. The cessation of contributions was the result of the termination of the tax credit formerly provided under section 41 of the 1954 Code (and predecessor statutes).

          The Plan was further amended and restated effective as of the close of business on December 31, 1988 for the following purposes: (i) to delete Part III and to transfer all assets and liabilities thereof to a separate plan called the Arrow Electronics Savings Plan; (ii) to combine Parts I and II and to merge the Arrow Electronics ESOP into the Plan as thus amended, and to make further changes deemed necessary or advisable in light of the merger, including changing the name of the Plan to the Arrow Electronics Stock Ownership Plan; and (iii) to make changes deemed necessary or advisable to comply with changes in applicable law, effective on such dates as required by law, and to make other changes deemed desirable in order to effect the purposes of the Plan. Provisions of this document having effective dates prior to December 31, 1988 govern Parts I and II of the Plan as constituted prior thereto and the Arrow Electronics ESOP. The Plan is designated as an employee stock ownership plan as defined in section 4975(e)(7) of the Code and regulations and rulings thereunder, and is designed to invest primarily in qualifying employer securities within the meaning of section 409(1) of the Code.

          The Plan was further amended and restated to incorporate further amendments adopted through December 28, 1994 in order to make changes deemed necessary or advisable to comply with changes in applicable law, effective as of such dates as are required by law, and to make other changes deemed desirable in order to effect the purposes of the Plan.

          The Plan was further amended and restated February 15, 2002, to include additional amendments, including those deemed necessary or advisable to comply with the provisions of the Uruguay Round Agreements Act (also referred to as GATT), the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the IRS Restructuring and Reform Act of 1998, and the Community Renewal Tax Relief Act of 2000, as well as other amendments determined by the Company to be appropriate to further the purposes of the Plan, and to eliminate certain provisions no longer necessary, including those distinguishing Class Year Accounts (which have all become fully vested and no longer require separate accounting) from the General Accounts and most special provisions relating to PAYSOP Accounts, which are consolidated into General Accounts where applicable to create a single Account for each Member on and after January 1, 2001.

          On March 17, 2003, the Plan was further amended and restated to effect certain plan design changes, eliminate additional “deadwood” provisions, and to reflect the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001, effective as of January 1, 2002 or as otherwise expressly set forth or required by law, provided that clarifications of existing provisions are effective as of the same dates as the provisions which they clarify. Additional changes were adopted by amendments dated March 7, 2005, October 24, 2005 (in order to reflect the change in the automatic cashout provisions), and September 5, 2005 (directing changes in the definition of “Spouse” and the effect of divorce or other events on beneficiary designations).

          The Plan is now further amended and restated to include the foregoing amendments (including the formal and fuller language contemplated by those of September 5, 2005) and a revision of the definition of “Compensation” approved by the Management Pension Investment and Oversight Committee on September 17, 2006, and to make changes

required or deemed advisable under the Pension Protection Act of 2006. The Plan as so amended and restated reads as set forth below. References herein to sections that have been renumbered as a result of any of the foregoing changes shall, where the context requires, include references to corresponding sections of the Plan as previously in effect.

ARTICLE I

Definitions

          1.1 Account . A Member’s account established pursuant to Section 4.1.

          1.2 Affiliate . Any of the following:

               1.2.1 Controlled Group Affiliate . Any corporation (other than an Employer) of which 80% or more of the total combined voting power of all classes of stock entitled to vote is owned at the time of reference, directly or indirectly, by the Company, and any other trade or business (other than an Employer), whether or not incorporated, which, at the time of reference, controls, is controlled by or under common control with an Employer within the meaning of section 414(b) or 414(c) of the Code, including any division of an Employer not participating in the Plan and, for purposes of Section 3.3, section 415(h) of the Code (a “Controlled Group Affiliate”).

               1.2.2 Affiliated Service Groups, etc . Any (a) member of an affiliated service group, within the meaning of section 414(m) of the Code, that includes an Employer, or (b) organization aggregated with an Employer pursuant to section 414(o) of the Code, to the extent required by such sections.

          1.3 Beneficiary . A person or persons entitled pursuant to the Plan to receive any benefits payable upon or after the death of a Member.

          1.4 Board of Directors . The Board of Directors of the Company or any duly authorized committee thereof (such as the Compensation Committee).

          1.5 Category of Common Stock . Shares of Common Stock which are treated as having the same cost or other basis to the Fund are regarded as being of the same Category of Common Stock. Shares of Common Stock may be assigned to a Category of Common Stock for this purpose based on the average cost thereof determined in accordance with applicable regulations.

          1.6 Committee . Effective July 17, 2002, the Management Pension Investment and Oversight Committee appointed to serve as named fiduciary of the Plan pursuant to Article X, and prior thereto, the Administrator as defined in the Plan as then in effect.

          1.7 Common Stock . The common stock of the Company having a par value of $1.00 per share, or any other common stock into which it may be reclassified.

          1.8 Company . Arrow Electronics, Inc., a New York corporation, and any company acquiring the business of Arrow Electronics, Inc. and which, within a reasonable time thereafter, adopts this Plan as of the effective date of such acquisition.

          1.9 Company Representative . The individuals serving from time to time as members of the Committee, but acting as the representative of the Company in exercising the

rights of the Company as settlor and plan sponsor. Such individuals shall not be deemed to be fiduciaries with respect to the Plan when carrying out responsibilities assigned to the Company Representative under the Plan, even though, where applicable, the same individuals may be fiduciaries when carrying out their responsibilities as members of the Committee.

          1.10 Compensation . Gross cash compensation paid by an Employer in any Year to an Employee while he is a Member of the Plan; provided, however, that if an Employee becomes a Member on July 1 of any Year (or any other date other than January 1 of such year), his Compensation for such Year shall be one-half of his actual gross cash compensation from the Employer for such Year (or otherwise prorated in such manner as the Committee shall deem appropriate in order to reflect the portion of such Year during which he was a Member). Compensation shall not include any payments made pursuant to stock appreciation rights or otherwise pursuant to any plan for the grant of stock options, stock, or other stock rights, or expense reimbursements (such as but not limited to relocation and tuition expense reimbursements and nontaxable car allowances), or salary continuation or other amounts paid under arrangements entered into on or after December 1, 2006 or under prior arrangements if paid after March 31, 2007 that are effectively in the nature of severance pay, but shall include taxable car allowances. Compensation shall be determined before giving effect to any salary reduction agreement under the Arrow Electronics Savings Plan (or any other cash or deferred arrangement described in section 401(k) of the Code) or to any similar reduction agreement pursuant to any cafeteria plan (within the meaning of section 125 of the Code) or, effective January 1, 2001, for purposes of receiving qualified transportation fringe benefits (as described in section 132(f)(4) of the Code). Compensation taken into account for any Member for any Year beginning on or after January 1, 2002, shall not exceed two hundred thousand dollars ($200,000), as adjusted from time to time for increases in the cost of living in accordance with section 401(a)(17) of the Code. If the period for determining Compensation is a short plan year (i.e., shorter than 12 months), the annual Compensation limit is an amount equal to the otherwise applicable annual Compensation limit multiplied by a fraction, the numerator of which is the number of months in the short plan year, and the denominator of which is 12.

          1.11 Disability . A physical or mental condition which would, upon proper application, entitle the Member to disability benefits under the Social Security Act.

          1.12 Effective Date . January 1, 1974.

          1.13 Earnings . Total compensation reportable on Form W-2 actually paid by all Employers and Affiliates. Earnings shall be determined before giving effect to any salary reduction agreement under the Arrow Electronics Savings Plan (or similar contributions under any other cash or deferred arrangement within the meaning of section 401(k) of the Code) or to any similar reduction agreement pursuant to any cafeteria plan (within the meaning of section 125 of the Code) or, effective January 1, 2001, for purposes of receiving transportation fringe benefits (as described in section 132(f)(4) of the Code).

          1.14 Employee . Any person employed by the Company or any other Employer, subject to such terms and conditions as may apply to such Employer pursuant to Section 1.15 and subject also to the following:

               1.14.1 An employee who is employed primarily to render services within the jurisdiction of a union and whose compensation, hours of work, or conditions of employment are determined by collective bargaining with such union shall not be an Employee unless the applicable collective bargaining agreement expressly provides that such employee shall be eligible to participate in this Plan, in which event, however, he shall be entitled to participate in this Plan only to the extent and on the terms and conditions specified in such collective bargaining agreement.

               1.14.2 The board of directors of an Employer may, in its discretion, determine that individuals employed in a specified division, subdivision, plant, location or job classification of such Employer shall not be Employees, provided that any such determination shall not discriminate in favor of Highly Compensated Employees so as to prevent the Plan from qualifying under section 401(a) of the Code.

               1.14.3 An individual who performs services for an Employer under an agreement or arrangement (which may be written, oral, and/or evidenced by the Employer’s payroll practice) with such individual or with another organization that provides the services of such individual to the Employer, pursuant to which such individual is treated as an independent contractor or is otherwise treated as an employee of an entity other than the Employer, shall not be an Employee, irrespective of whether such individual is treated as an employee of the Employer under common-law employment principles or pursuant to the provisions of section 414(m), 414(n) or 414(o) of the Code.

          1.15 Employer . The Company and any subsidiary of the Company which has adopted the Plan with the approval of the Company, subject to such terms and conditions as may be imposed by the Company upon the participation in the Plan of such adopting Employer.

          1.16 Entry Date . Each January 1 and July 1.

          1.17 Exempt Loan . A loan to the Plan (including a purchase by the Plan on deferred payment terms) which is made by or guaranteed by the Company or another disqualified person with respect to the Plan. The term “loan,” for purposes of this Plan, shall include a non-recourse loan by the Company to the Plan which is repayable only out of contributions by the Company and earnings described in Section 15.3.

          1.18 Fund or Trust Fund . The trust fund held under the Trust Agreement pursuant to Section 11.1.

          1.19 General Account . A separate Account maintained for a Member pursuant to Section 4.1.1 as in effect prior to January 1, 2001.

          1.20 Highly Compensated Employee . A “highly compensated employee” as defined in section 414(q) of the Code and applicable regulations. Effective January 1, 1997 “Highly Compensated Employee” means an employee who received Earnings during the prior Year in excess of $80,000 (as adjusted pursuant to section 414(q) of the Code) or who was a five percent (5%) owner (as described in Section 17.1.2(c)) at any time during the current or prior Year.

          1.21 Hour of Service . For all purposes of this Plan, “Hour of Service” shall mean each hour includible under any of Sections 1.21.1 through 1.21.4, applied without duplication, but subject to the provisions of Sections 1.21.5 through 1.21.8.

               1.21.1 Paid Working Time . Each hour for which an employee is paid, or entitled to payment, for the performance of duties for an Employer;

               1.21.2 Paid Or Other Approved Absence . Each regularly scheduled working hour during a period for which an employee is paid, or entitled to payment, by an Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability or pregnancy), layoff, jury duty, military duty or leave of absence, or during any other period of authorized leave if employee returns to employment with the Employer on the expiration of such leave.

               1.21.3 Military Service . Each regularly scheduled working hour which would constitute an Hour of Service under Section 1.21.1 or 1.21.2 but for the employee’s absence for “qualified military service” (as defined in section 414(u) of the Code) (“Military Service”) by the employee, provided that such employee is entitled to reemployment under such chapter with respect to such service, and that such employee re-enters the employ of an Employer within the period during which his reemployment rights are protected by law; and

               1.21.4 Back Pay Awards . Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer.

               1.21.5 Crediting Hour of Service . Hours of Service shall be credited as follows:

                    (a)  Paid Working Time . Hours of Service described in Section 1.21.1 shall be credited to the Year in which the duties were performed;

                    (b)  Paid Absence and Military Service . Hours of Service described in Sections 1.21.2 and 1.21.3 shall be credited to the Year in which occur the regularly scheduled working hours with respect to which such Hours of Service are determined, beginning with the first such hours;

                    (c)  Back Pay Awards . Hours of Service described in Section 1.21.4 shall be credited to the Year or Years to which the back pay award or agreement pertains (rather than to the Year in which the award, agreement or payment is made).

               1.21.6 Limitations on Hours of Service for Paid Absences . Notwithstanding any other provision of this Plan, Hours of Service otherwise required to be credited pursuant to Section 1.21.2 (relating to paid absences), or Section 1.21.4 (relating to an award or agreement for back pay) to the extent the award or agreement described therein is made with respect to a period described in such subsection, shall be subject to the following limitations and rules:

          (a)  501 Hour Limitation . No more than 501 of such Hours of Service are required to be credited on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single Year);

          (b)  Payments Required by Law . An hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable workmen’s compensation, unemployment compensation or disability insurance laws;

          (c)  Certain Payments Excluded . Hours of Service are not required to be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee, or constitutes a retirement, termination, or other severance pay or benefit; and

          (d)  Indirect Payments . A payment shall be deemed to be made by or due from an Employer regardless of whether such payment is made by or due from the Employer directly, or indirectly through, among others, a trust, fund, or insurer, to which the Employer contributes or pays premiums.

               1.21.7 Determinations by Committee . The Committee shall have the power and final authority:

                    (a) To determine the Hours of Service of any individual for all purposes of the Plan, and to that end may, in its discretion, adopt such rules, presumptions and procedures permitted by applicable law as it shall deem appropriate or desirable;

                    (b) Without limiting the generality of the foregoing, to provide that the regularly scheduled working hours to be credited under Sections 1.21.2, 1.21.3 and 1.21.4 to an Employee without a regular work schedule shall be determined on the basis of a 40-hour work week, or an 8-hour work day, or on any other reasonable basis which reflects the average hours worked by the Employee or by other Employees in the same job classification over a representative period of time, provided that the basis so used is consistently applied with respect to all Employees within the same job classifications, reasonably defined.

               1.21.8 Monthly Equivalency . An Employee who customarily works for an Employer for 20 or more hours per week throughout each Year (except for holidays and vacations) shall be credited with exactly 190 Hours of Service for each month with respect to which he completes at least one Hour of Service in accordance with the foregoing provisions of this Section 1.21 (regardless of whether the number of Hours of Service actually completed in such month exceeds 190), subject to Section 1.21.6.

          1.22 Member . Every individual who on December 31, 1988 was a Member of Part I or Part II of this Plan (as then in effect) or of the Arrow Electronics ESOP, and every individual who shall have become a Member pursuant to Article II hereof, and whose Membership shall not have terminated.

          1.23 Normal Retirement Date . The 65th anniversary of a Member’s date of birth.

          1.24 One-Year Break in Service . A Year in which the individual has no more than 500 Hours of Service. For purposes of determining whether a One-Year Break in Service has occurred, an individual who is absent from work by reason of a “maternity or paternity absence” shall receive credit for the Hours of Service which would have been credited to such individual but for such absence, or, in any case in which such Hours cannot be determined, eight Hours of Service per day of such absence, but in no event more than 501 Hours of Service. Such Hours of Service shall be credited (a) only in the Year in which the absence begins if necessary to prevent a One-Year Break in Service in that Year, or (b) in all other cases, in the following Year. For purposes of this Section 1.24, “maternity or paternity absence” means an absence from active employment beginning on or after January 1, 1985 by reason of (a) the individual’s pregnancy, (b) the birth of a child of the individual, (c) the placement of a child with the individual in connection with the adoption of such child by such individual, or (d) for purposes of caring for any such child for a period beginning immediately following such birth or placement. Nothing in this Plan shall be construed to give an employee a right to a leave of absence for any reason.

          1.25 PAYSOP Account . A separate Account maintained prior to January 1, 2001 for each Member who at December 31, 1988 had a balance in an account established for him under Part II of this Plan as in effect prior to the close of business on December 31, 1988, and earnings thereon.

          1.26 Plan . The Arrow Electronics Stock Ownership Plan, which as currently in effect is set forth in this instrument.

          1.27 Suspense Account . A suspense account created and maintained pursuant to Section 15.7.

          1.28 Termination of Employment . A Member’s employment shall be treated as terminated on the date that he ceases to be an Employee, subject to Section 2.3.

          1.29 Trust Agreement . The agreement by and between the Company and the Trustee under which this Plan is funded, as from time to time amended.

          1.30 Trustee . The trustee or trustees from time to time designated under the Trust Agreement.

          1.31 Vested Percentage . The percentage of a Member’s Account or a subaccount thereof which is nonforfeitable pursuant to Article IV.

          1.32 Year . The period of time commencing with the first day of January and ending with the last day of December.

          1.33 Year of Membership . With respect to any Member, a Year as of the end of which an Account (including any predecessor account under this Plan or a predecessor Plan described in Section 4.1) is or was maintained on behalf of a Member.

          1.34 Year of Service . A Year during which an employee has not less than one thousand (1,000) Hours of Service, excluding any Year prior to the Year in which the employee attained age 18, and any Year disregarded pursuant to Section 2.4 (relating to the effect of One-Year Breaks in Service).

          1.35 Meaning of “Spouse” . In order to ensure compliance with those provisions of the Code that limit the term “spouse” to parties to a marriage of individuals of opposite sex, as required by the Federal Defense of Marriage Act, 1 U.S.C.§ 7, the term “spouse” as used in this Plan shall be limited to an individual of opposite sex from the Member, effective September 1, 2006. However, nothing in this Section 1.35 shall limit the ability of any Member to designate a spouse of the same sex as a Beneficiary in accordance with the same rules that permit designation of a non-spouse Beneficiary.

ARTICLE II

Membership

          2.1 In General . An Employee who has not previously become a Member shall become a Member on the first Entry Date coincident with or next following the later of his reaching age 21 or his completing a consecutive 12-month period in which he is credited with 1,000 Hours of Service, provided he is then an Employee. The first consecutive 12-month period taken into account for this purpose shall start on the date on which he first performs an Hour of Service described in Section 1.21.1. If an Employee does not complete 1,000 Hours of Service within that first consecutive 12-month period, the subsequent 12-month periods shall be Years, beginning with the first Year after such date. An Employee who starts work on the first business day of a calendar quarter shall become a Member no later than if he started work on the first day of the quarter.

          2.2 Service with Affiliates . Solely for the purposes of determining (a) whether an employee has met the length of service requirement imposed as a prerequisite for membership in the Plan, or (b) the Hours of Service credited to an employee under the Plan, service with any Affiliate shall be treated as service with an Employer. Notwithstanding any other provision of this Plan, a Member shall be eligible to share in contributions and forfeitures under the Plan only with respect to Compensation paid by an Employer for service as an Employee (as distinguished from service for any Affiliate).

          2.3 Transfers .

               2.3.1 Transfer to Eligible Employment . If an individual is transferred to employment eligible for membership in this Plan from employment with an Affiliate or with an Employer in a position not so eligible, he shall become a Member on the later of (a) the date of such transfer, or (b) the Entry Date on which he would have become a Member if his prior employment by the Employer or Affiliate had been in a position eligible for membership in the Plan.

               2.3.2 Transfer to Affiliate or Ineligible Employment . If a Member is transferred to employment with (a) an Affiliate or (b) an Employer in a position ineligible for membership in the Plan, he shall not be deemed to have retired or terminated his employment for the purposes of the Plan until such time as he is employed neither by an Employer nor by any Affiliate. Such a Member shall be eligible to share in contributions and forfeitures under the Plan for the Year of such transfer, provided that he remains an employee of an Employer or any Controlled Group Affiliate as of the last day of that Year, or he ceased to be such an employee during the Year by reason of death or Disability, or on or after attainment of his Normal Retirement Date, but he shall not be eligible to share in contributions or forfeitures for subsequent Years unless and until he returns to employment as an Employee in a position not excluded from active membership pursuant to Section 1.12. For purposes of this Section 2.3.2, for any period after a Member’s Vested Percentage in his Account is 100%, “Affiliate” shall not include an organization described only in Section 1.3.2.

          2.4 Reemployment . If a Member whose Account is not vested in whole or in part, or an employee who has not become a Member, terminates employment and is subsequently rehired after five or more consecutive One-Year Breaks in Service, and the number of such consecutive One-Year Breaks in Service exceeds the number of Years in which he had not less than one thousand (1,000) Hours of Service (excluding Years disregarded by a prior application of this Section 2.4 or any corresponding provision of the Plan as previously in effect), he shall upon rehire be treated as a new employee for all purposes of this Plan and all Hours of Service and Years of Service previously credited shall thereafter be disregarded for all purposes. In all other cases, an employee who is rehired shall retain credit for his prior Hours of Service and Years of Service in determining both eligibility to become a Member and vesting, and if previously a Member, shall qualify as a Member immediately upon rehire as an Employee; and any such employee who meets the age and service requirements for Membership in this Plan as of an Entry Date during a period of absence from employment shall become a Member upon the termination of such absence if he is then an Employee.

          2.5 Service with Predecessors or Affiliates, or as an Ineligible Employee .

               2.5.1 In determining when an Employee shall become a Member and such Employee’s Hours of Service and Years of Service, employment with (i) one or more predecessors of an Employer or Affiliate or (ii) a corporation or other entity which was not an Employer or Affiliate at the time of reference but which later became such, shall not be taken into account except as otherwise provided in Section 2.5.2 or any Supplement.

               2.5.2 In determining when an Employee shall become a Member and such Employee’s Hours of Service and Years of Service, employment with or severance from (i) one or more predecessors of an Employer or Affiliate or (ii) a corporation or other entity which

was not an Employer or Affiliate at the time of reference but which later became such, shall be treated as employment with or severance from an Employer or Affiliate to the extent required by law or to the extent determined by the Company Representative in its discretion exercised in a manner that does not discriminate in favor of Highly Compensated Employees.

ARTICLE III

Contributions

          3.1 Source of Contributions . All contributions to the Fund will be made by the Employers. Contributions by Members shall not be required or permitted. The Company may, in its discretion, make the contribution to the Fund required of any other Employer hereunder, as agent for such Employer.

          3.2 Amount of Contributions . For each Year that the Plan is in effect, the Company and each other Employer shall contribute to the Fund such amount (if any) as the Board of Directors shall determine in its sole discretion. The Company may make the contribution so determined for any other Employer as agent for and on behalf of such Employer. Such contributions shall be transferred to the Trustee in cash or in Common Stock, as the Board of Directors shall determine, from time to time during the Year, or after the close of the Year, but within the time prescribed by law for the filing of the Company’s federal income tax return for such Year; provided, however, that if the amounts so contributed shall be determined to be less than the amount required by the preceding sentence, the Board of Directors or the Company Representative may, in its discretion, direct that all or a portion of the forfeitures under Section 6.3 that have not been previously allocated to Members be applied to meet all or a portion of any such shortfall in the amount contributed. Any forfeitures not so applied shall be allocated at the end of the Year of forfeiture as provided in Section 4.3.

          3.3 Maximum Limitation . The following provisions shall apply effective January 1, 2002, notwithstanding any provision of Article IV to the contrary:

               3.3.1 Maximum Limitation . Subject to the provisions of Section 3.3.2, the contributions and forfeitures allocated to a Member’s Account under this Plan for any Year, when added to (a) the contributions and forfeitures allocable to his account under the Arrow Electronics Savings Plan or under any other plan (or portion thereof) of any Employer or any of its Affiliates subject to section 415(c) of the Code, (b) employee contributions under all such plans (or portions thereof) but not including rollover contributions, loan repayments or repayments of prior distributions upon exercise of buy-back rights, and (c) amounts described in section 419A(d)(2) of the Code (relating to post-retirement medical benefits of key employees) or allocated to a pension plan individual medical account described in section 415(l) of the Code, to the extent includible for purposes of section 415(c)(2) of the Code, shall not exceed the lesser of (a) $40,000 (as adjusted pursuant to section 415(d) of the Code) or (b) 100% of the Member’s Earnings for such Year. Employer and employee contributions taken into account as Annual Additions shall include “excess contributions” as defined in section 401(k)(8)(B) of the Code, “excess aggregate contributions” as defined in section 401(m)(6)(B) of the Code, and “excess deferrals” as described in section 402(g) of the Code (to the extent such excess deferrals are not

distributed to the employee before the April 15 following the taxable year of the employee in which such deferrals were made), regardless of whether such amounts are distributed or forfeited. Notwithstanding the foregoing, for any Year that this Plan satisfies all of the requirements of section 4l5(c)(6) of the Code, the provisions of this Section 3.3.1, shall be applied by disregarding (y) any contributions for a Year which are applied to the payment of interest on a loan incurred for the purpose of acquiring Common Stock and are charged against a Member’s Account, and (z) forfeitures of Common Stock that was acquired with the proceeds of a loan. For purposes of this Section 3.3.1, forfeitures of Common Stock shall be valued as of the day of reallocation, i.e., December 31 of such Year.

               3.3.2 Adjustment of Limitation . The limitation described in Section 3.3.1 shall be applied taking into account the special rule in section 415(c)(6) of the Code.

               3.3.3 Valuation of Common Stock from Suspense Account . For purposes of this Section 3.3, shares of Common Stock that are withdrawn from the Suspense Account in any Year by reason of Employer contributions for such Year (and allocable to a Member’s Account as of the last day of such Year in accordance with Section 4.6) shall be taken into account in an amount equal to the lesser of (a) the amount of such Employer contributions, or (b) the fair market value of such shares as of the last day of such Year.

          3.4 Contributions Conditional . Notwithstanding any other provisions of the Plan or the Trust Agreement, all contributions under the Plan are conditioned on the deductibility of such contributions under section 404(a) of the Code for the taxable year for which contributed, and on initial qualification of the Plan under section 401(a) of the Code.

ARTICLE IV

Accounts

          4.1 Accounts . The Committee shall maintain an account or accounts for each Member, in which the number of shares or fractions of a share (to the nearest one-hundredth) allocated to each Member shall be recorded Each Member’s General Account as constituted prior to January 1, 2001 shall be credited with (a) the balance (if any) as of December 31, 1988 in the Member’s account under Part I of this Plan as then in effect, (b) the balance (if any) as of December 31, 1988 in the Member’s account under the Arrow Electronics ESOP, (c) contributions and forfeitures allocated to the Member pursuant to Section 4.3 after December 31, 1988, and prior to January 1, 2001, (d) the balance in the Member’s PAYSOP Account as of December 31, 2000 (if any), and (e) future earnings in respect of Common Stock credited to the General Account. Effective as of January 1, 2001 all such accounts are consolidated into a single Account for each Member, which shall include the Member’s General Account and PAYSOP Account as previously constituted, and which shall be credited with contributions and forfeitures allocated pursuant to Section 4.3 after December 31, 2000 and with future earnings in respect of Common Stock credited to such Account.

          4.2 Eligibility to Share in Contributions and Forfeitures . Notwithstanding any other provision of this Plan, a Member shall be eligible to share in contributions or forfeitures for

a Year (a “Participating Member”) only if he has not less than 1,000 Hours of Service during such Year; provided, however, that if such Member retires at or after Normal Retirement Date or, effective January 1, 2002, his “Early Retirement Date” as defined in Section 4.3, suffers Disability or dies during such Year, the 1,000 Hours of Service requirement shall be pro-rated.

          4.3 Allocation of Contributions and Forfeitures . As of the last day of each Year, the Common Stock contributed for that Year, or purchased with cash contributions for that Year, or attributable to forfeitures for that Year, shall be allocated to the Accounts of all Members who are Employees as of the last day of that Year or whose employment terminated during that Year (a) at or after attaining either their Normal Retirement Date or effective for Members retiring on or after January 1, 2002, their “Early Retirement Date” (which shall be the first date on which they are at least age 60 and have completed at least 10 Years of Service), or (b) on account of death or Disability, and are Participating Members. Such Common Stock shall be allocated in the ratio which the Compensation of each Participating Member bears to the total Compensation of all Participating Members for such Year. In allocating forfeitures of Common Stock, the Committee shall allocate each Category of Common Stock proportionately to the Accounts of each Member to whom forfeited Common Stock is allocated.

          4.4 Crediting the Earnings and Other Amounts Received in Respect of Common Stock . All distributions (except distributions of Common Stock) received in respect of Common Stock previously allocated to Members’ Accounts, including, without limitation, cash dividends, shall, to the extent not applied toward payment of an Exempt Loan in accordance with Section 15.3, be applied to the purchase of Common Stock which shall be credited to the Accounts of Members in proportion to the amount of Common Stock held in such Accounts when such distributions accrued. All distributions (except distributions of Common Stock) received in respect of Common Stock not previously allocated to Members’ Accounts, but subsequently allocated as of the close of the Year, shall, to the extent not applied toward payment of an Exempt Loan in accordance with Section 15.3, be applied to the purchase of Common Stock which shall be credited to the Accounts of Participating Members (as defined in Section 4.2) as of the end of the Year in proportion to the crediting of such unallocated Common Stock to Members’ Accounts at the end of the Year, except as otherwise provided in Section 4.7. Distributions with respect to which there is an ex-dividend date shall be deemed to accrue on the first day on which the Common Stock sells ex-dividend.

          In the event that the distribution received in respect of Common Stock previously allocated to Members’ Accounts is additional Common Stock, such additional Common Stock shall be allocated to the Accounts of Members in proportion to the amount of Common Stock in their Accounts when the right to such additional Common Stock accrues.

          In the event that the distribution received in respect of Common Stock not previously allocated to Members’ Accounts, but subsequently allocated as of the close of the Year, is additional Common Stock, such additional Common Stock shall be allocated to the Accounts of Participating Members in proportion to the allocation at the end of the Year of such previously unallocated Common Stock, except as otherwise provided in Section 4.7.

          All distributions received in respect of Common Stock held in the Suspense Account and not allocated to Members’ Accounts at or before the close of the Year, to the extent not applied toward repayment of an Exempt Loan in accordance with Section 15.3, shall (unless made in the form of Common Stock) be applied to the purchase of Common Stock, and the Common Stock so purchased (or distributed) shall be credited to the Accounts of Participating Members as of the end of the Year in the proportion in which they are eligible to share in Employer contributions for such Year as provided in Section 4.3 except as otherwise provided in Section 4.7.