ARROW ELECTRONICS INC (Form: 10-Q, Received: 10/28/2009 08:27:15)

ARROW ELECTRONICS, INC.

/s/ Peter S. Brown

/s/ Paul J. Reilly

Senior Vice President

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 3, 2009


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-4482

ARROW ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)


New York (State or other jurisdiction of incorporation or organization)		11-1806155 (I.R.S. Employer Identification Number)

50 Marcus Drive, Melville, New York (Address of principal executive offices)		11747 (Zip Code)

(631) 847-2000
(Registrant’s telephone number, including area code)

No Changes
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer þ						Accelerated filer o
Non-accelerated filer o (do not check if a smaller reporting company)						Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

There were 119,774,789 shares of Common Stock outstanding as of October 23, 2009.

ARROW ELECTRONICS, INC.

INDEX


			Page
Part I.	Financial Information

	Item 1.	Financial Statements

		Consolidated Statements of Operations		3

		Consolidated Balance Sheets		4

		Consolidated Statements of Cash Flows		5

		Notes to Consolidated Financial Statements		6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		32

	Item 4.	Controls and Procedures		34

Part II.	Other Information

	Item 1A.	Risk Factors		35

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		35

	Item 6.	Exhibits		36

Signature				37
EX-10.A
EX-10.B
EX-10.C
EX-31.I
EX-31.II
EX-32.I
EX-32.II

PART I. FINANCIAL INFORMATION


Item 1.		Financial Statements .

ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)


	Quarter Ended					Nine Months Ended
	October 3,			September 30,		October 3,			September 30,
	2009			2008		2009			2008
Sales	$	3,671,865		$	4,295,314	$	10,481,116		$	12,671,282

Costs and expenses:
Cost of products sold		3,250,804			3,731,459		9,226,865			10,908,665
Selling, general and administrative expenses		321,503			403,542		965,645			1,230,893
Depreciation and amortization		16,919			17,500		50,262			52,195
Restructuring and integration charge		37,583			11,037		80,853			25,711
Preference claim from 2001		-			-		-			12,941

		3,626,809			4,163,538		10,323,625			12,230,405


Operating income		45,056			131,776		157,491			440,877

Equity in earnings of affiliated companies		1,883			2,073		3,233			5,359

Loss on prepayment of debt		5,312			-		5,312			-

Interest and other financing expense, net		18,033			24,809		58,150			74,010


Income before income taxes		23,594			109,040		97,262			372,226

Provision for income taxes		11,018			32,863		36,868			113,801


Consolidated net income		12,576			76,177		60,394			258,425

Noncontrolling interests		(5	)		107		(25	)		269


Net income attributable to shareholders	$	12,581		$	76,070	$	60,419		$	258,156


Net income per share:
Basic	$	.10		$	.64	$	.50		$	2.13

Diluted	$	.10		$	.63	$	.50		$	2.11


Average number of shares outstanding:
Basic		119,888			119,541		119,745			121,226
Diluted		120,785			120,384		120,238			122,118

See accompanying notes.

ARROW ELECTRONICS, INC.

CONSOLIDATED BALANCE SHEETS
(In thousands except par value)


	October 3,			December 31,
	2009			2008 (A)
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,150,770		$	451,272
Accounts receivable, net		2,707,968			3,087,290
Inventories		1,308,345			1,626,559
Prepaid expenses and other assets		180,805			180,647

Total current assets		5,347,888			5,345,768


Property, plant and equipment, at cost:
Land		25,276			25,127
Buildings and improvements		147,773			147,138
Machinery and equipment		781,131			698,156

		954,180			870,421
Less: Accumulated depreciation and amortization		(492,867	)		(459,881	)

Property, plant and equipment, net		461,313			410,540


Investments in affiliated companies		51,290			46,788
Cost in excess of net assets of companies acquired		908,894			905,848
Other assets		405,990			409,341

Total assets	$	7,175,375		$	7,118,285


LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	2,298,893		$	2,459,922
Accrued expenses		362,327			455,547
Short-term borrowings, including current portion of long-term debt		141,417			52,893

Total current liabilities		2,802,637			2,968,362

Long-term debt		1,278,007			1,223,985
Other liabilities		248,053			248,888

Equity:
Shareholders’ equity:
Common stock, par value $1:
Authorized - 160,000 shares in 2009 and 2008
Issued - 125,287 and 125,048 shares in 2009 and 2008, respectively		125,287			125,048
Capital in excess of par value		1,044,504			1,035,302
Treasury stock (5,516 and 5,740 shares in 2009 and 2008, respectively), at cost		(181,041	)		(190,273	)
Retained earnings		1,631,424			1,571,005
Foreign currency translation adjustment		245,437			172,528
Other		(19,248	)		(36,912	)

Total shareholders’ equity		2,846,363			2,676,698
Noncontrolling interests		315			352

Total equity		2,846,678			2,677,050

Total liabilities and equity	$	7,175,375		$	7,118,285


(A)	-	Prior period amounts were reclassified to conform to the current year presentation as a result of the adoption of the Accounting Standards Codification Topic 810-10-65. See Note A of the Notes to the Consolidated Financial Statements for additional information.

See accompanying notes.

ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)


	Nine Months Ended
	October 3,			September 30,
	2009			2008
Cash flows from operating activities:
Consolidated net income	$	60,394		$	258,425
Adjustments to reconcile consolidated net income to net cash provided by operations:
Depreciation and amortization		50,262			52,195
Amortization of stock-based compensation		19,219			13,017
Amortization of deferred financing costs and discount on notes		1,681			1,616
Equity in earnings of affiliated companies		(3,233	)		(5,359	)
Deferred income taxes		21,933			11,251
Restructuring and integration charge		61,268			17,723
Preference claim from 2001		-			7,822
Loss on prepayment of debt		3,228			-
Excess tax benefits from stock-based compensation arrangements		1,741			(228	)
Change in assets and liabilities, net of effects of acquired businesses:
Accounts receivable		413,790			332,617
Inventories		331,098			(40,092	)
Prepaid expenses and other assets		3,118			(6,976	)
Accounts payable		(157,827	)		(313,281	)
Accrued expenses		(158,527	)		51,560
Other		1,174			(36,255	)

Net cash provided by operating activities		649,319			344,035


Cash flows from investing activities:
Acquisition of property, plant and equipment		(99,022	)		(112,519	)
Cash consideration paid for acquired businesses		-			(319,865	)
Proceeds from sale of facilities		1,153			-
Other		(272	)		(380	)

Net cash used for investing activities		(98,141	)		(432,764	)


Cash flows from financing activities:
Change in short-term borrowings		(32,009	)		(10,512	)
Repayment of revolving credit facility borrowings		(29,400	)		(2,988,950	)
Proceeds from revolving credit facility borrowings		29,400			2,988,649
Repurchase of senior notes		(135,658	)		-
Net proceeds from note offering		297,430			-
Proceeds from exercise of stock options		3,069			4,371
Excess tax benefits from stock-based compensation arrangements		(1,741	)		228
Repurchases of common stock		(2,323	)		(115,763	)

Net cash provided by (used for) financing activities		128,768			(121,977	)


Effect of exchange rate changes on cash		19,552			6,412


Net increase (decrease) in cash and cash equivalents		699,498			(204,294	)

Cash and cash equivalents at beginning of period		451,272			447,731

Cash and cash equivalents at end of period	$	1,150,770		$	243,437

See accompanying notes.

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Note A – Basis of Presentation

The accompanying consolidated financial statements of Arrow Electronics, Inc. (the “company” or “Arrow”) were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position and results of operations at and for the periods presented. The consolidated results of operations for the interim periods are not necessarily indicative of results for the full year.

The company evaluated subsequent events through October 28, 2009, the issuance date of these consolidated financial statements.

These consolidated financial statements do not include all of the information or notes necessary for a complete presentation and, accordingly, should be read in conjunction with the company’s Form 10-Q for the quarterly periods ended July 4, 2009 and April 4, 2009, as well as the audited consolidated financial statements and accompanying notes for the year ended December 31, 2008, as filed in the company’s Annual Report on Form 10-K.

Accounting Standards Codification

During the third quarter of 2009, the company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2009-01, “Amendments based on Statement of Financial Accounting Standards No. 168 – The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (the “Codification”). The Codification became the single source of authoritative GAAP in the United States, other than rules and interpretive releases issued by the United States Securities and Exchange Commission (“SEC”). The Codification reorganized GAAP into a topical format that eliminates the previous GAAP hierarchy and instead established two levels of guidance – authoritative and nonauthoritative. All non-grandfathered, non-SEC accounting literature that was not included in the Codification became nonauthoritative. The adoption of the Codification did not change previous GAAP, but rather simplified user access to all authoritative literature related to a particular accounting topic in one place. Accordingly, the adoption had no impact on the company’s consolidated financial position and results of operations. All prior references to previous GAAP in the company’s consolidated financial statements were updated for the new references under the Codification.

Noncontrolling Interests

Effective January 1, 2009, the company adopted the FASB Accounting Standards Codification (“ASC”) Topic 810-10-65. ASC Topic 810-10-65 requires that noncontrolling interests be reported as a component of shareholders’ equity; net income attributable to the parent and the noncontrolling interest be separately identified in the consolidated results of operations; changes in a parent’s ownership interest be treated as equity transactions if control is maintained; and upon a loss of control, any gain or loss on the interest be recognized in the consolidated results of operations. ASC Topic 810-10-65 also requires expanded disclosures to clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. The adoption of the provisions of ASC Topic 810-10-65 did not materially impact the company’s consolidated financial position and results of operations. Prior period amounts were reclassified to conform to the current period presentation.

Quarter-end

During 2009, the company began operating on a revised quarterly reporting calendar that closes on the Saturday following the end of the calendar quarter. The third quarter of 2009 includes the period from July 5, 2009 through October 3, 2009. There were 65 shipping days for both the third quarter of 2009 and 2008. The first nine months of 2009 includes the period from January 1, 2009 through October 3, 2009. There were 193 shipping days for both the first nine months of 2009 and 2008.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Reclassification

Certain prior period amounts were reclassified to conform to the current period presentation.

Note B – Impact of Recently Issued Accounting Standards

In October 2009, the FASB issued ASU No. 2009-13, “Multiple-Deliverable Revenue Arrangements” (“ASU No. 2009-13”). ASU No. 2009-13 amends guidance included within ASC Topic 605-25 to require an entity to use an estimated selling price when vendor specific objective evidence or acceptable third party evidence does not exist for any products or services included in a multiple element arrangement. The arrangement consideration should be allocated among the products and services based upon their relative selling prices, thus eliminating the use of the residual method of allocation. ASU No. 2009-13 also requires expanded qualitative and quantitative disclosures regarding significant judgments made and changes in applying this guidance. ASU No. 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption and retrospective application are also permitted. The company is currently evaluating the impact of adopting the provisions of ASU No. 2009-13.

In October 2009, the FASB issued ASU No. 2009-14, “Certain Revenue Arrangements That Include Software Elements” (“ASU No. 2009-14”). ASU No. 2009-14 amends guidance included within ASC Topic 985-605 to exclude tangible products containing software components and non-software components that function together to deliver the product’s essential functionality. Entities that sell joint hardware and software products that meet this scope exception will be required to follow the guidance of ASU No. 2009-13. ASU No. 2009-14 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption and retrospective application are also permitted. The company is currently evaluating the impact of adopting the provisions of ASU No. 2009-14.

In June 2009, the FASB issued FASB Statement No. 166, “Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140” (“Statement No. 166”). Statement No. 166, among other things, eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures about transfers of financial assets. Statement No. 166 is effective for annual reporting periods beginning after November 15, 2009. The adoption of the provisions of Statement No. 166 is not anticipated to impact the company’s consolidated financial position and results of operations. Statement No. 166 has not yet been included in the Codification.

In June 2009, the FASB issued FASB Statement No. 167, “Amendments to FASB Interpretation No. (“FIN”) 46(R)” (“Statement No. 167”). Statement No. 167, among other things, requires a qualitative rather than a quantitative analysis to determine the primary beneficiary of a variable interest entity (“VIE”), amends FIN 46(R)’s consideration of related party relationships in the determination of the primary beneficiary of a VIE, amends certain guidance in FIN 46(R) for determining whether an entity is a VIE, requires continuous assessments of whether an enterprise is the primary beneficiary of a VIE, and requires enhanced disclosures about an enterprise’s involvement with a VIE. Statement No. 167 is effective for annual reporting periods beginning after November 15, 2009. The company is currently evaluating the impact of adopting the provisions of Statement No. 167. Statement No. 167 has not yet been included in the Codification.

Note C – Acquisitions

Effective January 1, 2009, the company began accounting for business combinations under ASC Topic 805 which requires, among other things, the acquiring entity in a business combination to recognize the fair value of all the assets acquired and liabilities assumed; the recognition of acquisition-related costs in

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

the consolidated results of operations; the recognition of restructuring costs in the consolidated results of operations for which the acquirer becomes obligated after the acquisition date; and contingent purchase consideration to be recognized at their fair values on the acquisition date with subsequent adjustments recognized in the consolidated results of operations. The accounting prescribed by ASC Topic 805 is applicable for all business combinations entered into after January 1, 2009.

On June 2, 2008, the company acquired LOGIX S.A. (“LOGIX”), a subsidiary of Groupe OPEN for a purchase price of $205,937, which included $15,508 of debt paid at closing, cash acquired of $3,647, and acquisition costs. In addition, $46,663 in debt was assumed. The acquisition was accounted for as a purchase transaction and, accordingly, the results of operations of LOGIX were included in the company’s consolidated results from the date of acquisition within the company’s global enterprise computing solutions (“ECS”) business segment.

The following table summarizes the company’s unaudited consolidated results of operations for the first nine months of 2008, as well as the unaudited pro forma consolidated results of operations of the company, as though the LOGIX acquisition occurred on January 1, 2008:


	Nine Months Ended
	September 30, 2008
	As Reported		Pro Forma
Sales	$	12,671,282	$	12,878,296
Net income attributable to shareholders		258,156		250,193
Net income per share:
Basic	$	2.13	$	2.06
Diluted	$	2.11	$	2.05

The unaudited pro forma consolidated results of operations does not purport to be indicative of the results obtained if the LOGIX acquisition had occurred as of the beginning of 2008, or of those results that may be obtained in the future.

Other

Amortization expense related to identifiable intangible assets was $3,855 and $11,531 for the third quarter and first nine months of 2009 and $3,897 and $11,452 for the third quarter and first nine months of 2008, respectively.

Note D – Cost in Excess of Net Assets of Companies Acquired

Cost in excess of net assets of companies acquired, allocated to the company’s business segments, is as follows:


	Global
	Components		Global ECS			Total
December 31, 2008	$	453,478	$	452,370		$	905,848
Acquisition-related adjustments		601		(8,171	)		(7,570	)
Other (primarily foreign currency translation)		268		10,348			10,616

October 3, 2009	$	454,347	$	454,547		$	908,894

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Goodwill represents the excess of the cost of an acquisition over the fair value of the assets acquired. The company tests goodwill for impairment annually as of the first day of the fourth quarter, or more frequently if indicators of potential impairment exist.

Note E – Investments in Affiliated Companies

The company owns a 50% interest in several joint ventures with Marubun Corporation (collectively “Marubun/Arrow”) and a 50% interest in Altech Industries (Pty.) Ltd. (“Altech Industries”), a joint venture with Allied Technologies Limited. These investments are accounted for using the equity method.

The following table presents the company’s investment in Marubun/Arrow, the company’s investment and long-term note receivable in Altech Industries, and the company’s other equity investments:


	October 3,		December 31,
	2009		2008
Marubun/Arrow	$	36,589	$	34,881
Altech Industries		14,701		11,888
Other		-		19

	$	51,290	$	46,788

The equity in earnings (loss) of affiliated companies consists of the following:


	Quarter Ended					Nine Months Ended
	October 3,		September 30,			October 3,			September 30,
	2009		2008			2009			2008
Marubun/Arrow	$	1,529	$	1,710		$	2,448		$	4,475
Altech Industries		354		384			803			986
Other		-		(21	)		(18	)		(102	)

	$	1,883	$	2,073		$	3,233		$	5,359

Under the terms of various joint venture agreements, the company is required to pay its pro-rata share of the third party debt of the joint ventures in the event that the joint ventures are unable to meet their obligations. At October 3, 2009, the company’s pro-rata share of this debt was approximately $6,050. The company believes that there is sufficient equity in the joint ventures to meet their obligations.

Note F – Accounts Receivable

The company has a $600,000 asset securitization program collateralized by accounts receivables of certain of its North American subsidiaries which expires in March 2010. The asset securitization program is conducted through Arrow Electronics Funding Corporation, a wholly-owned, bankruptcy remote subsidiary. The asset securitization program does not qualify for sale treatment. Accordingly, the accounts receivable and related debt obligation remain on the company’s consolidated balance sheet. The company had no outstanding borrowings under the asset securitization program at October 3, 2009 and December 31, 2008.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Accounts receivable, net, consists of the following:


	October 3,			December 31,
	2009			2008
Accounts receivable	$	2,756,343		$	3,140,076
Allowance for doubtful accounts		(48,375	)		(52,786	)

Accounts receivable, net	$	2,707,968		$	3,087,290

The company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The allowances for doubtful accounts are determined using a combination of factors, including the length of time the receivables are outstanding, the current business environment, and historical experience.

Note G - Debt

Short-term borrowings, including current portion of long-term debt, consist of the following:


	October 3,		December 31,
	2009		2008
9.15% senior notes, due 2010	$	69,544	$	-
Cross-currency swap, due 2010		45,280		-
Interest rate swaps designated as fair value hedges		2,409		-
Short-term borrowings in various countries		24,184		52,893

	$	141,417	$	52,893

Short-term borrowings in various countries are primarily utilized to support the working capital requirements of certain international operations. The weighted average interest rates on these borrowings at October 3, 2009 and December 31, 2008 were 4.5% and 3.6%, respectively.

Long-term debt consists of the following:


	October 3,		December 31,
	2009		2008
9.15% senior notes, due 2010	$	-	$	199,994
Bank term loan, due 2012		200,000		200,000
6.875% senior notes, due 2013		349,745		349,694
6.875% senior debentures, due 2018		198,189		198,032
6.00% notes, due 2020		299,907		-
7.5% senior debentures, due 2027		197,575		197,470
Cross-currency swap, due 2010		-		36,467
Cross-currency swap, due 2011		14,434		9,985
Interest rate swaps designated as fair value hedges		8,862		21,394
Other obligations with various interest rates and due dates		9,295		10,949

	$	1,278,007	$	1,223,985

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

The 7.5% senior debentures are not redeemable prior to their maturity. The 9.15% senior notes, 6.875% senior notes, and 6.875% senior debentures may be called at the option of the company subject to “make whole” clauses.

The estimated fair market value is as follows:


	October 3,		December 31,
	2009		2008
9.15% senior notes, due 2010	$	73,000	$	206,000
6.875% senior notes, due 2013		389,000		329,000
6.875% senior debentures, due 2018		210,000		160,000
6.00% notes, due 2020		300,000		-
7.5% senior debentures, due 2027		210,000		152,000

The carrying amount of the company’s short-term borrowings, bank term loan, and other obligations approximate their fair value.

The company had no outstanding borrowings under its $800,000 revolving credit facility at October 3, 2009 and December 31, 2008.

In September 2009, the company repurchased $130,455 principal amount of its 9.15% senior notes due 2010. The related loss on the repurchase for the third quarter and first nine months of 2009, including the related premium paid and write-off of the related deferred financing costs, offset by the gain for terminating a portion of the related interest rate swaps aggregated $5,312 ($3,228 net of related taxes or $.03 per share on both a basic and diluted basis) and was recognized as a loss on prepayment of debt.

In September 2009, the company completed the sale of $300,000 principal amount of 6.00% notes due in 2020. The net proceeds of the offering of $297,430 were used to repay a portion of the previously discussed 9.15% senior notes due 2010 and for general corporate purposes.

The revolving credit facility and the asset securitization program include terms and conditions that limit the incurrence of additional borrowings, limit the company’s ability to pay cash dividends or repurchase stock, and require that certain financial ratios be maintained at designated levels. The company was in compliance with all covenants as of October 3, 2009. The company is currently not aware of any events that would cause non-compliance with any covenants in the future.

Interest and other financing expense, net, includes interest income of $278 and $2,686 for the third quarter and first nine months of 2009 and $1,109 and $3,359 for the third quarter and first nine months of 2008, respectively.

Note H - Financial Instruments Measured at Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The company utilizes a fair value hierarchy, which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The fair value hierarchy has three levels of inputs that may be used to measure fair value:


Level 1		Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)


Level 2		Quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3		Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

The following table presents assets/(liabilities) measured at fair value on a recurring basis at October 3, 2009:


	Level 1		Level 2			Level 3		Total
Available-for-sale securities	$	46,279	$	-		$	-	$	46,279
Interest rate swaps		-		10,797			-		10,797
Cross-currency swaps		-		(59,714	)		-		(59,714	)

	$	46,279	$	(48,917	)	$	-	$	(2,638	)

The following table presents assets/(liabilities) measured at fair value on a recurring basis at December 31, 2008:


	Level 1		Level 2			Level 3		Total
Available-for-sale securities	$	21,187	$	-		$	-	$	21,187
Interest rate swaps		-		19,541			-		19,541
Cross-currency swaps		-		(46,452	)		-		(46,452	)

	$	21,187	$	(26,911	)	$	-	$	(5,724	)

Available-For-Sale Securities

The company has a 2.7% equity ownership interest in WPG Holdings Co., Ltd. (“WPG”) and an 8.4% equity ownership interest in Marubun Corporation (“Marubun”), which are accounted for as available-for-sale securities.

The fair value of the company’s available-for-sale securities is as follows:


	October 3, 2009				December 31, 2008
	Marubun		WPG		Marubun		WPG
Cost basis	$	10,016	$	10,798	$	10,016	$	10,798
Unrealized holding gain		3,139		22,326		-		373

Fair value	$	13,155	$	33,124	$	10,016	$	11,171

The fair value of these investments are included in “Other assets” in the accompanying consolidated balance sheets, and the related unrealized holding gains or losses are included in “Other” in the shareholders’ equity section in the accompanying consolidated balance sheets.

Derivative Instruments

The company uses various financial instruments, including derivative financial instruments, for purposes other than trading. Derivatives used as part of the company’s risk management strategy are designated at inception as hedges and measured for effectiveness both at inception and on an ongoing basis.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

The fair values of derivative instruments in the consolidated balance sheet as of October 3, 2009 are as follows:


	Asset/(Liability) Derivatives
	Balance Sheet Location	Fair Value
Derivative instruments designated as hedges:
Interest rate swaps designated as fair value hedges	Prepaid expenses	$	2,409
Interest rate swaps designated as fair value hedges	Other assets		8,862
Interest rate swaps designated as cash flow hedges	Accrued expenses		(474	)
Cross-currency swaps designated as net investment hedges	Short-term borrowings		(45,280	)
Cross-currency swaps designated as net investment hedges	Long-term debt		(14,434	)
Foreign exchange contracts designated as cash flow hedges	Other assets		818
Foreign exchange contracts designated as cash flow hedges	Other liabilities		(173	)

Total derivative instruments designated as hedging instruments			(48,272	)


Derivative instruments not designated as hedges:
Foreign exchange contracts	Other assets		1,890
Foreign exchange contracts	Other liabilities		(1,927	)

Total derivative instruments not designated as hedging instruments			(37	)

Total		$	(48,309	)

The effect of derivative instruments on the consolidated statement of operations is as follows:


	Amount of Gain/(Loss) Recognized in
	Income on Derivatives
	Quarter Ended			Nine Months Ended
	October 3, 2009			October 3, 2009
Fair value hedges:

Interest rate swaps (a)	$	4,097		$	4,097

Total	$	4,097		$	4,097


Derivative instruments not designated as hedges:
Foreign exchange contracts (b)	$	(4,540	)	$	(8,700	)

Total	$	(4,540	)	$	(8,700	)

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)


	Quarter Ended October 3, 2009
						Ineffective
	Effective Portion					Portion
	Gain/(Loss)
	Recognized in
	Other			Gain/(Loss)		Gain/(Loss)
	Comprehensive			Reclassified		Recognized in
	Income			into Income		Income
Cash Flow Hedges:

Interest rate swaps (c)	$	637		$	-	$	-
Foreign exchange contracts (d)		772			56		-

Total	$	1,409		$	56	$	-


Net Investment Hedges:

Cross-currency swaps (c)	$	(14,638	)	$	-	$	382

Total	$	(14,638	)	$	-	$	382


	Nine Months Ended October 3, 2009
						Ineffective
	Effective Portion					Portion
	Gain/(Loss)
	Recognized in
	Other			Gain/(Loss)		Gain/(Loss)
	Comprehensive			Reclassified		Recognized in
	Income			into Income		Income
Cash Flow Hedges:

Interest rate swaps (c)	$	1,379		$	-	$	-
Foreign exchange contracts (d)		(1,673	)		7		-

Total	$	(294	)	$	7	$	-

Net Investment Hedges:

Cross-currency swaps (c)	$	(13,262	)	$	-	$	2,066

Total	$	(13,262	)	$	-	$	2,066

(a)		The amount of gain/(loss) recognized in income on derivatives is recorded in “Loss on prepayment of debt” in the accompanying consolidated statements of operations.

(b)		The amount of gain/(loss) recognized in income on derivatives is recorded in “Cost of products sold” in the accompanying consolidated statements of operations.

(c)		Both the effective and ineffective portions of any gain/(loss) reclassified or recognized in income is recorded in “Interest and other financing expense, net” in the accompanying consolidated statements of operations.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

(d)

Both the effective and ineffective portions of any gain/(loss) reclassified or recognized in income is recorded in “Cost of products sold” in the accompanying consolidated statements of operations.

Interest Rate Swaps

The company enters into interest rate swap transactions that convert certain fixed-rate debt to variable-rate debt or variable-rate debt to fixed-rate debt in order to manage its targeted mix of fixed- and floating-rate debt. The effective portion of the change in the fair value of interest rate swaps designated as fair value hedges are recorded as a change to the carrying value of the related hedged debt, and the effective portion of the change in fair value of interest rate swaps designated as cash flow hedges are recorded in the shareholders’ equity section in the accompanying consolidated balance sheets in “Other.” The ineffective portion of the interest rate swap, if any, is recorded in “Interest and other financing expense, net” in the accompanying consolidated statements of operations.

In December 2007 and January 2008, the company entered into interest rate swaps (the “2007 and 2008 swaps”) with an aggregate notional amount of $100,000. The 2007 and 2008 swaps modify the company’s interest rate exposure by effectively converting the variable rate (1.883% and 3.201% at October 3, 2009 and December 31, 2008, respectively) on a portion of its $200,000 term loan to a fixed rate of 4.457% per annum through December 2009. The 2007 and 2008 swaps are classified as cash flow hedges and had a negative fair value of $474 and $1,853 at October 3, 2009 and December 31, 2008, respectively.

In June 2004, the company entered into interest rate swaps, with an aggregate notional amount of $200,000. The swaps modify the company’s interest rate exposure by effectively converting the fixed 9.15% senior notes to a floating rate, based on the six-month U.S. dollar LIBOR plus a spread (an effective rate of 4.94% and 8.19% at October 3, 2009 and December 31, 2008, respectively), through its maturity. In September 2009, the company terminated $130,455 aggregate notional amount of the interest rate swaps upon the repayment of a portion of the 9.15% senior notes. The swaps are classified as fair value hedges and had a fair value of $2,409 and $9,385 at October 3, 2009 and December 31, 2008, respectively.

In June 2004, the company entered into interest rate swaps, with an aggregate notional amount of $100,000. The swaps modify the company’s interest rate exposure by effectively converting a portion of the fixed 6.875% senior notes to a floating rate, based on the six-month U.S. dollar LIBOR plus a spread (an effective rate of 2.98% and 5.01% at October 3, 2009 and December 31, 2008, respectively), through its maturity. The swaps are classified as fair value hedges and had a fair value of $8,862 and $12,009 at October 3, 2009 and December 31, 2008, respectively.

Cross-Currency Swaps

The company enters into cross-currency swaps to hedge a portion of its net investment in euro-denominated net assets. The company’s cross-currency swaps are derivatives designated as net investment hedges. The effective portion of the change in the fair value of derivatives designated as net investment hedges is recorded in “Foreign currency translation adjustment” included in the accompanying consolidated balance sheets and any ineffective portion is recorded in “Interest and other financing expense, net” in the accompanying consolidated statements of operations. As the notional amounts of the company’s cross-currency swaps are expected to equal a comparable amount of hedged net assets, no material ineffectiveness is expected. The company uses the hypothetical derivative method to assess the effectiveness of its net investment hedges on a quarterly basis.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

In May 2006, the company entered into a cross-currency swap, with a maturity date of July 2011, for approximately $100,000 or € 78,281 (the “2006 cross-currency swap”). The 2006 cross-currency swap effectively converts the interest expense on $100,000 of long-term debt from U.S. dollars to euros. The 2006 cross-currency swap had a negative fair value of $14,434 and $9,985 at October 3, 2009 and December 31, 2008, respectively.

In October 2005, the company entered into a cross-currency swap, with a maturity date of October 2010, for approximately $200,000 or € 168,384 (the “2005 cross-currency swap”). The 2005 cross-currency swap effectively converts the interest expense on $200,000 of long-term debt from U.S. dollars to euros. The 2005 cross-currency swap had a negative fair value of $45,280 and $36,467 at October 3, 2009 and December 31, 2008, respectively.

Foreign Exchange Contracts

The company enters into foreign exchange forward, option, or swap contracts (collectively, the “foreign exchange contracts”) to mitigate the impact of changes in foreign currency exchange rates. These contracts are executed to facilitate the hedging of foreign currency exposures resulting from inventory purchases and sales and generally have terms of no more than six months. Gains or losses on these contracts are deferred and recognized when the underlying future purchase or sale is recognized or when the corresponding asset or liability is revalued. The company does not enter into foreign exchange contracts for trading purposes. The risk of loss on a foreign exchange contract is the risk of nonperformance by the counterparties. The company minimizes this risk by limiting its counterparties to major financial institutions. The fair value of the foreign exchange contracts is estimated using market quotes. The notional amount of the foreign exchange contracts at October 3, 2009 and December 31, 2008 was $296,290 and $315,021, respectively.

Other

The carrying amount of cash and cash equivalents, accounts receivable, net, and accounts payable approximate their fair value due to the short maturities of these financial instruments.

Note I - Restructuring and Integration Charges

2009 Restructuring and Integration Charge

The company recorded restructuring and integration charges of $37,583 ($29,075 net of related taxes or $.24 per share on both a basic and diluted basis) and $80,853 ($61,268 net of related taxes or $.51 per share on both a basic and diluted basis) for the third quarter and first nine months of 2009, respectively.

Included in the restructuring and integration charges for the third quarter and first nine months of 2009 are restructuring charges of $35,333 and $78,761, respectively, related to initiatives taken by the company to improve operating efficiencies. These actions are expected to reduce costs by approximately $127,000 per annum, with approximately $25,000 and $45,000 realized in the third quarter and first nine months of 2009, respectively. Also, included in the restructuring and integration charges for the third quarter and first nine months of 2009 are restructuring charges of $2,316 and $3,318, respectively, and integration credits of $66 and $1,226, respectively, related to adjustments to reserves established through restructuring and integration charges in prior periods.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

The following table presents the 2009 restructuring charge and activity in the restructuring accrual for the first nine months of 2009:


	Personnel
	Costs			Facilities			Other			Total
Restructuring charge	$	70,560		$	7,665		$	536		$	78,761
Payments		(40,110	)		(1,595	)		(404	)		(42,109	)
Foreign currency translation		(8	)		20			(2	)		10

October 3, 2009	$	30,442		$	6,090		$	130		$	36,662

The restructuring charge of $78,761 for the first nine months of 2009 primarily includes personnel costs of $70,560 related to the elimination of approximately 1,305 positions within the global components business segment and approximately 260 positions within the global ECS business segment related to the company’s continued focus on operational efficiency, and facilities costs of $7,665, related to exit activities for 26 vacated facilities worldwide due to the company’s continued efforts to streamline its operations and reduce real estate costs.

2008 Restructuring and Integration Charge

The company recorded restructuring and integration charges of $11,037 ($7,635 net of related taxes or $.06 per share on both a basic and diluted basis) and $25,711 ($17,723 net of related taxes or $.15 per share on both a basic and diluted basis) for the third quarter and first nine months of 2008, respectively.

Included in the restructuring and integration charges for the third quarter and first nine months of 2008 are restructuring charges of $11,433 and $25,520, respectively, related to initiatives taken by the company to improve operating efficiencies. Also, included in the restructuring and integration charges for the third quarter and first nine months of 2008 are restructuring credits of $348 and $141, respectively, related to adjustments to reserves established through restructuring charges in prior periods and an integration credit of $48 and an integration charge of $332, respectively, primarily related to the ACI Electronics LLC and KeyLink Systems Group acquisitions.

The following table presents the activity in the restructuring accrual for the first nine months of 2009 related to the 2008 restructuring:


							Asset
	Personnel						Write-
	Costs			Facilities			Downs			Other			Total
December 31, 2008	$	14,196		$	4,719		$	-		$	500		$	19,415
Restructuring charge		1,107			142			2,112			-			3,361
Payments		(12,519	)		(1,023	)		-			(60	)		(13,602	)
Non-cash usage		-			-			(2,112	)		(101	)		(2,213	)
Foreign currency translation		(76	)		104			-			12			40

October 3, 2009	$	2,708		$	3,942		$	-		$	351		$	7,001

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Restructuring Accrual Related to Actions Taken Prior to 2008

The following table presents the activity in the restructuring accrual for the first nine months of 2009 related to restructuring actions taken prior to 2008:


	Personnel
	Costs			Facilities			Other			Total
December 31, 2008	$	672		$	5,238		$	280		$	6,190
Restructuring charge (credit)		-			227			(270	)		(43	)
Payments		(392	)		(1,472	)		-			(1,864	)
Foreign currency translation		2			337			(10	)		329

October 3, 2009	$	282		$	4,330		$	-		$	4,612

Integration

The following table presents the activity in the integration accrual for the first nine months of 2009:


	Personnel
	Costs			Facilities			Other			Total
December 31, 2008	$	240		$	834		$	2,693		$	3,767
Integration credit		(210	)		-			(1,016	)		(1,226	)
Payments		(30	)		(834	)		(10	)		(874	)

October 3, 2009	$	-		$	-		$	1,667		$	1,667

Restructuring and Integration Summary

In summary, the restructuring and integration accruals aggregate $49,942 at October 3, 2009, of which $49,461 is expected to be spent in cash, and are expected to be utilized as follows:

•		The accruals for personnel costs of $33,432 to cover the termination of personnel are primarily expected to be spent within one year.

•		The accruals for facilities totaling $14,362 relate to vacated leased properties that have scheduled payments of $1,744 in 2009, $5,264 in 2010, $2,816 in 2011, $2,004 in 2012, $1,885 in 2013, and $649 thereafter.

•		Other accruals of $2,148 are expected to be utilized over several years.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Note J - Net Income per Share

The following table sets forth the calculation of net income per share on a basic and diluted basis (shares in thousands):


	Quarter Ended				Nine Months Ended
	October 3,		September 30,		October 3,		September 30,
	2009		2008		2009		2008
Net income attributable to shareholders	$	12,581	$	76,070	$	60,419	$	258,156


Weighted average shares outstanding - basic		119,888		119,541		119,745		121,226
Net effect of various dilutive stock-based compensation awards		897		843		493		892

Weighted average shares outstanding - diluted		120,785		120,384		120,238		122,118


Net income per share:
Basic	$	.10	$	.64	$	.50	$	2.13

Diluted (a)	$	.10	$	.63	$	.50	$	2.11

(a)

Stock-based compensation awards for the issuance of 3,339 and 3,915 shares for the third quarter and first nine months of 2009, respectively, and 2,664 shares for the both the third quarter and first nine months of 2008 were excluded from the computation of net income per share on a diluted basis as their effect is anti-dilutive.

Note K - Comprehensive Income (Loss)

The components of comprehensive income (loss) are as follows:


	Quarter Ended						Nine Months Ended
	October 3,			September 30,			October 3,			September 30,
	2009			2008			2009			2008
Consolidated net income	$	12,576		$	76,177		$	60,394		$	258,425
Foreign currency translation adjustments (a)		54,933			(148,198	)		72,909			(7,808	)
Other (b)		4,346			(7,283	)		17,664			(12,610	)

Comprehensive income (loss)		71,855			(79,304	)		150,967			238,007
Comprehensive income (loss) attributable to noncontrolling interests		(9	)		86			(37	)		271

Comprehensive income (loss) attributable to shareholders	$	71,864		$	(79,390	)	$	151,004		$	237,736

(a)

Except for unrealized gains or losses resulting from the company’s cross-currency swaps, foreign currency translation adjustments were not tax effected as investments in international affiliates are deemed to be permanent.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

(b)

Other includes unrealized gains or losses on securities, unrealized gains or losses on interest rate swaps designated as cash flow hedges, and other employee benefit plan items. Each of these items is net of related taxes.

Note L - Employee Benefit Plans

The company maintains supplemental executive retirement plans and a defined benefit plan. The components of the net periodic benefit costs for these plans are as follows:


	Quarter Ended						Nine Months Ended
	October 3, 2009			September 30, 2008			October 3, 2009			September 30, 2008
Components of net periodic benefit costs:
Service cost	$	442		$	647		$	1,326		$	1,938
Interest cost		2,244			2,151			6,732			6,453
Expected return on plan assets		(1,266	)		(1,715	)		(3,798	)		(5,145	)
Amortization of unrecognized net loss		876			455			2,628			1,364
Amortization of prior service cost		137			137			411			411
Amortization of transition obligation		103			103			309			309

Net periodic benefit costs	$	2,536		$	1,778		$	7,608		$	5,330

Note M - Contingencies

Preference Claim From 2001

In March 2008, an opinion was rendered in a bankruptcy proceeding (Bridge Information Systems, et. anno v. Merisel Americas, Inc. & MOCA) in favor of Bridge Information Systems (“Bridge”), the estate of a former global ECS customer that declared bankruptcy in 2001. The proceeding related to sales made in 2000 and early 2001 by the MOCA division of ECS, a company Arrow purchased from Merisel Americas in the fourth quarter of 2000. The court held that certain of the payments received by the company at the time were preferential and must be returned to Bridge. Accordingly, in the first quarter of 2008, the company recorded a charge of $12,941 ($7,822 net of related taxes or $.06 per share on both a basic and diluted basis), in connection with the preference claim from 2001, including legal fees. This claim was appealed and subsequently settled for $10,890, including legal fees, and the company recorded a credit of $2,051 ($1,246 net of related taxes or $.01 per share on both a basic and diluted basis) in the fourth quarter of 2008.

Environmental and Related Matters

In 2000, the company assumed certain of the then outstanding obligations of Wyle Electronics (“Wyle”), including Wyle’s obligation to indemnify the purchasers of its Laboratories division for environmental clean-up costs associated with pre-1995 contamination or violation of environmental regulations. Under the terms of the company’s purchase of Wyle from the VEBA Group (“VEBA”), VEBA agreed to indemnify the company for, among other things, costs related to environmental pollution associated with Wyle, including those associated with Wyle’s sale of its Laboratories division. The company is currently engaged in clean up and/or investigative activities at the Wyle sites in Huntsville, Alabama and Norco, California.

Characterization of the extent of contaminated soil and groundwater continues at the site in Huntsville, and approximately $2,000 was spent to date. The company currently estimates additional investigative and

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

related expenditures at the site of approximately $400 to $1,000, depending on the results of which the cost of subsequent remediation is estimated to be between $2,500 and $4,000.

At the Norco site, approximately $28,000 was expended to date on project management, regulatory oversight, and investigative and feasibility study activities, providing the technical basis for a final Remedial Investigation Report that was submitted to California oversight authorities during the first quarter of 2008.

Remedial activities underway include the remediation of contaminated groundwater at certain areas on the Norco site and of soil gas in a limited area immediately adjacent to the site, and a hydraulic containment system that captures and treats groundwater before it moves into the adjacent offsite area. Approximately $7,000 was spent on these activities to date, and it is anticipated that these activities, along with the initial phases of the treatment of contaminated groundwater offsite and remaining Remedial Action Work Plan costs, will cost an additional $9,800 to $20,400.

The company currently estimates that the additional cost of project management and regulatory oversight on the Norco site will range from $500 to $750. Ongoing remedial investigations (including costs related to soil and groundwater investigations), and the preparation of a final remedial investigation report are projected to cost between $400 to $750.

Despite the amount of work undertaken and planned to date, the complete scope of work in connection with the Norco site is not yet known, and, accordingly, the associated costs not yet determined.

In October 2005, the company filed suit against E.ON AG in the Frankfurt am Main Regional Court in Germany. The suit seeks indemnification, contribution, and a declaration of the parties’ respective rights and obligations in connection with the related litigation and other costs associated with the Norco site. That action was stayed pending the resolution of jurisdictional issues in the U.S. courts, and is now proceeding. In its answer to the company’s claim filed in March 2009 in the German proceedings, E.ON AG filed a counterclaim against the company for approximately $16,000. The company is in the process of preparing a response to the counterclaim. The company believes it has reasonable defenses to the counterclaim and plans to defend its position vigorously. The company believes that the ultimate resolution of the counterclaim will not materially adversely impact the company’s consolidated financial position, liquidity, or results of operations.

During the second quarter of 2009, the company entered into binding settlement agreements resolving several of the lawsuits associated with the above-mentioned environmental liabilities (Gloria Austin, et al . v. Wyle Laboratories, Inc. et al., the other claims of plaintiff Norco landowners and residents which were consolidated with it, and an action by Wyle Laboratories, Inc. for defense and indemnification in connection with the Austin and related cases). Arrow’s actions against E.ON AG, successor to VEBA, for the judicial enforcement of the various indemnification provisions; and Arrow’s claim against a number of insurers on policies relevant to the Wyle sites are ongoing and unresolved. The litigation is described more fully in Note 15 and Item 3 of Part I of the company’s Annual Report on Form 10-K for the year ended December 31, 2008.

The company believes that the recovery of costs incurred to date associated with the environmental clean-up costs related to the Norco and Huntsville sites is probable. Accordingly, the company increased the receivable for indemnified amounts due from E.ON AG by $9,206 during the first nine months of 2009 to $42,825. The company’s net costs for such indemnified matters may vary from period to period as estimates of recoveries are not always recognized in the same period as the accrual of estimated expenses.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Other

From time to time, in the normal course of business, the company may become liable with respect to other pending and threatened litigation, environmental, regulatory, and tax matters. While such matters are subject to inherent uncertainties, it is not currently anticipated that any such matters will materially impact the company’s consolidated financial position, liquidity, or results of operations.

Note N - Segment and Geographic Information

The company is a global provider of products, services, and solutions to industrial and commercial users of electronic components and enterprise computing solutions. The company distributes electronic components to original equipment manufacturers and contract manufacturers through its global components business segment and provides enterprise computing solutions to value-added resellers through its global ECS business segment. As a result of the company’s philosophy of maximizing operating efficiencies through the centralization of certain functions, selected fixed assets and related depreciation, as well as borrowings, are not directly attributable to the individual operating segments and are included in the corporate business segment.

Sales and operating income (loss), by segment, are as follows:


	Quarter Ended						Nine Months Ended
	October 3,			September 30,			October 3,			September 30,
	2009			2008			2009			2008
Sales:
Global components	$	2,541,339		$	2,988,950		$	7,157,921		$	8,869,394
Global ECS		1,130,526			1,306,364			3,323,195			3,801,888

Consolidated	$	3,671,865		$	4,295,314		$	10,481,116		$	12,671,282


Operating income (loss):
Global components	$	81,507		$	138,389		$	215,598		$	446,020
Global ECS		32,359			39,653			98,846			131,437
Corporate (a)		(68,810	)		(46,266	)		(156,953	)		(136,580	)

Consolidated	$	45,056		$	131,776		$	157,491		$	440,877

(a)

Includes restructuring and integration charges of $37,583 and $80,853 for the third quarter and first nine months of 2009 and $11,037 and $25,711 for the third quarter and first nine months of 2008, respectively. Also, includes a charge of $12,941 related to the preference claim from 2001 for the first nine months of 2008.

Total assets, by segment, are as follows:


	October 3,		December 31,
	2009		2008
Global components	$	4,268,701	$	4,093,118
Global ECS		1,885,825		2,325,095
Corporate		1,020,849		700,072

Consolidated	$	7,175,375	$	7,118,285

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Sales, by geographic area, are as follows:


	Quarter Ended				Nine Months Ended
	October 3,		September 30,		October 3,		September 30,
	2009		2008		2009		2008
North America (b)	$	1,751,399	$	2,042,779	$	4,949,223	$	6,227,968
EMEASA		981,433		1,344,198		3,034,840		4,138,868
Asia/Pacific		939,033		908,337		2,497,053		2,304,446

Consolidated	$	3,671,865	$	4,295,314	$	10,481,116	$	12,671,282

(b)

Includes sales related to the United States of $1,583,852 and $4,476,121 for the third quarter and first nine months of 2009 and $1,888,458 and $5,747,168 for the third quarter and first nine months of 2008, respectively.

Net property, plant and equipment, by geographic area, are as follows:


	October 3,		December 31,
	2009		2008
North America (c)	$	379,341	$	324,385
EMEASA		65,602		68,215
Asia/Pacific		16,370		17,940

Consolidated	$	461,313	$	410,540

(c)

Includes net property, plant and equipment related to the United States of $378,496 and $323,561 at October 3, 2009 and December 31, 2008, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations .

Overview

Arrow Electronics, Inc. (the “company”) is a global provider of products, services, and solutions to industrial and commercial users of electronic components and enterprise computing solutions. The company provides one of the broadest product offerings in the electronics components and enterprise computing solutions distribution industries and a wide range of value-added services to help customers reduce time to market, lower their total cost of ownership, introduce innovative products through demand creation opportunities, and enhance their overall competitiveness. The company has two business segments. The company distributes electronic components to original equipment manufacturers (“OEMs”) and contract manufacturers (“CMs”) through its global components business segment and provides enterprise computing solutions to value-added resellers (“VARs”) through its global enterprise computing solutions (“ECS”) business segment. For the first nine months of 2009, approximately 68% of the company’s sales were from the global components business segment, and approximately 32% of the company’s sales were from the global ECS business segment.

Operating efficiency and working capital management remain a key focus of the company’s business initiatives to grow sales faster than the market, grow profits faster than sales, and increase return on invested capital. To achieve its financial objectives, the company seeks to capture significant opportunities to grow across products, markets, and geographies. To supplement its organic growth strategy, the company continually evaluates strategic acquisitions to broaden its product offerings, increase its market penetration, and/or expand its geographic reach. Investments needed to fund this growth are developed through continuous corporate-wide initiatives to improve profitability and increase effective asset utilization.

On June 2, 2008, the company acquired LOGIX S.A. (“LOGIX”), a subsidiary of Groupe OPEN for a purchase price of $205.9 million, which included $15.5 million of debt paid at closing, cash acquired of $3.6 million, and acquisition costs. In addition, $46.7 million in debt was assumed. Results of operations of LOGIX were included in the company’s consolidated results from the date of acquisition within the company’s global ECS business segment.

Consolidated sales for the third quarter of 2009 declined by 14.5%, compared with the year-earlier period, due to a 15.0% decrease in the global components business segment and a 13.5% decrease in the global ECS business segment.

Net income attributable to shareholders decreased to $12.6 million in the third quarter of 2009, compared with net income attributable to shareholders of $76.1 million in the year-earlier period. The following items impacted the comparability of the company’s results:

Third quarter of 2009 and 2008:

	•		restructuring and integration charges of $37.6 million ($29.1 million net of related taxes) in 2009 and $11.0 million ($7.6 million net of related taxes) in 2008; and

	•		a loss on the prepayment of debt of $5.3 million ($3.2 million net of related taxes) in 2009.

First nine months of 2009 and 2008:

	•		restructuring and integration charges of $80.9 million ($61.3 million net of related taxes) in 2009 and $25.7 million ($17.7 million net of related taxes) in 2008;

	•		a charge related to the preference claim from 2001 of $12.9 million ($7.8 million net of related taxes) in 2008; and

	•		a loss on the prepayment of debt of $5.3 million ($3.2 million net of related taxes) in 2009.

Excluding the above-mentioned items, the decrease in net income attributable to shareholders for the third quarter of 2009 was primarily the result of the sales declines in the global ECS business segment and the more profitable global components businesses in North America and Europe, as well as competitive pricing pressure impacting gross profit margins. These decreases were offset, in part, by a reduction in selling, general and administrative expenses due to the company’s continuing efforts to streamline and simplify processes and to reduce expenses in response to the decline in sales due to the worldwide economic recession, as well as a reduction in net interest and other financing expense.

Substantially all of the company’s sales are made on an order-by-order basis, rather than through long-term sales contracts. As such, the nature of the company’s business does not provide for the visibility of material forward-looking information from its customers and suppliers beyond a few months.

Sales

Following is an analysis of net sales (in millions) by reportable segment:


	October 3,		September 30,
	2009		2008		% Change
Third Quarter Ended:
Global components	$	2,541	$	2,989		(15.0	)%
Global ECS		1,131		1,306		(13.5	)%

Consolidated	$	3,672	$	4,295		(14.5	)%


Nine Months Ended:
Global components	$	7,158	$	8,869		(19.3	)%
Global ECS		3,323		3,802		(12.6	)%

Consolidated	$	10,481	$	12,671		(17.3	)%

In the global components business segment, sales for the third quarter and first nine months of 2009 decreased primarily due to weakness in North America and Europe as a result of lower demand for products due to the worldwide economic recession and the impact of a stronger U.S. dollar on the translation of the company’s international financial statements. The decrease in sales for the third quarter and first nine months of 2009 was offset, in part, by strength in the Asia Pacific region. Excluding the impact of foreign currency, the company’s global components business segment sales decreased by 12.7% and 14.8% for the third quarter and first nine months of 2009, respectively.

In the global ECS business segment, the decrease in sales for the third quarter and first nine months of 2009 was primarily due to lower demand for products due to the worldwide economic recession and the impact of a stronger U.S. dollar on the translation of the company’s international financial statements. The decrease in sales for the first nine months of 2009 was offset, in part, by the LOGIX acquisition. On a pro forma basis, which includes LOGIX as though this acquisition occurred on January 1, 2008, the global ECS business segment sales for the first nine months of 2009 declined by 17.1%. Excluding the impact of foreign currency, the company’s global ECS business segment sales decreased by 12.5% and 10.3% for the third quarter and first nine months of 2009, respectively.

The translation of the company’s international financial statements into U.S. dollars resulted in decreased consolidated sales of $81.4 million and $486.5 million for the third quarter and first nine months of 2009, respectively, compared with the year-earlier periods, due to a stronger U.S. dollar. Excluding the impact of foreign currency, the company’s consolidated sales decreased by 12.6% and 13.4% for the third quarter and first nine months of 2009, respectively.

Gross Profit

The company recorded gross profit of $421.1 million and $1.25 billion in the third quarter and first nine

months of 2009, respectively, compared with $563.9 million and $1.76 billion in the year-earlier periods. The gross profit margin for the third quarter and first nine months of 2009 decreased by approximately 170 and 190 basis points, respectively, compared with the year-earlier periods. The decrease in gross profit was primarily due to increased competitive pricing pressure in both the company’s business segments, as well as a change in the mix in the company’s business, with the global ECS business segment and Asia Pacific region being a greater percentage of total sales. The competitive pricing pressure experienced by the company during the third quarter of 2009 has lessened relative to the first half of 2009. The profit margins of products in the global ECS business segment are typically lower than the profit margins in the global components business segment, and the profit margins of the components sold in the Asia Pacific region tend to be lower than the profit margins in North America and Europe. The financial impact of the lower gross profit was offset, in part, by the lower operating costs and lower working capital requirements in these businesses relative to the company’s other businesses.

Restructuring and Integration Charge

2009 Restructuring and Integration Charge

The company recorded restructuring and integration charges of $37.6 million ($29.1 million net of related taxes or $.24 per share on both a basic and diluted basis) and $80.9 million ($61.3 million net of related taxes or $.51 per share on both a basic and diluted basis) for the third quarter and first nine months of 2009, respectively.

Included in the restructuring and integration charges for the third quarter and first nine months of 2009 are restructuring charges of $35.3 million and $78.8 million, respectively, related to initiatives taken by the company to improve operating efficiencies. These actions are expected to reduce costs by approximately $127.0 million per annum, with approximately $25.0 million and $45.0 million realized in the third quarter and first nine months of 2009, respectively. Also, included in the restructuring and integration charges for the third quarter and first nine months of 2009 are restructuring charges of $2.3 million and $3.3 million, respectively, and integration credits of $.1 million and $1.2 million, respectively, related to adjustments to reserves established through restructuring and integration charges in prior periods.

2008 Restructuring and Integration Charge

The company recorded restructuring and integration charges of $11.0 million ($7.6 million net of related taxes or $.06 per share on both a basic and diluted basis) and $25.7 million ($17.7 million net of related taxes or $.15 per share on both a basic and diluted basis) for the third quarter and first nine months of 2008, respectively.

Included in the restructuring and integration charges for the third quarter and first nine months of 2008 are restructuring charges of $11.4 million and $25.5 million, respectively, related to initiatives taken by the company to improve operating efficiencies. Also, included in the restructuring and integration charges for the third quarter and first nine months of 2008 are restructuring credits of $.3 million and $.1 million, respectively, related to adjustments to reserves established through restructuring charges in prior periods. Additionally, the first nine months of 2008 includes an integration charge of $.3 million, primarily related to the ACI Electronics LLC and KeyLink Systems Group acquisitions.

Preference Claim From 2001

In March 2008, an opinion was rendered in a bankruptcy proceeding (Bridge Information Systems, et. anno v. Merisel Americas, Inc. & MOCA) in favor of Bridge Information Systems (“Bridge”), the estate of a former global ECS customer that declared bankruptcy in 2001. The proceeding related to sales made in 2000 and early 2001 by the MOCA division of ECS, a company Arrow purchased from Merisel Americas in the fourth quarter of 2000. The court held that certain of the payments received by the company at the time were preferential and must be returned to Bridge. Accordingly, during the first quarter of 2008, the company recorded a charge of $12.9 million ($7.8 million net of related taxes or $.06 per share on both a basic and diluted basis), in connection with the preference claim from 2001, including legal fees.

Operating Income

The company recorded operating income of $45.1 million and $157.5 million in the third quarter and first nine months of 2009, respectively, as compared with operating income of $131.8 million and $440.9 million in the year-earlier periods. Included in operating income for the third quarter and first nine months of 2009 were the previously discussed restructuring and integration charges of $37.6 million and $80.9 million, respectively. Included in operating income for the third quarter and first nine months of 2008 were the previously discussed restructuring and integration charges of $11.0 million and $25.7 million, respectively, and a charge related to the preference claim from 2001 of $12.9 million for the first nine months of 2008.

Selling, general and administrative expenses decreased $82.0 million, or 20.3%, in the third quarter of 2009 on a sales decrease of 14.5% compared with the third quarter of 2008, and $265.2 million, or 21.5%, for the first nine months of 2009 on a sales decrease of 17.3% compared with the first nine months of 2008. The dollar decrease in selling, general and administrative expenses was primarily due to the company’s continuing efforts to streamline and simplify processes and to reduce expenses in response to the decline in sales, as well as the impact of foreign exchange rates. For the first nine months of 2009, this decrease was offset, in part, by selling, general and administrative expenses incurred by LOGIX which was acquired in June 2008. Selling, general and administrative expenses as a percentage of sales were 8.8% and 9.4% for the third quarters of 2009 and 2008 and 9.2% and 9.7% for the first nine months of 2009 and 2008, respectively.

Loss on Prepayment of Debt

The company recorded a loss on prepayment of debt of $5.3 million ($3.2 million net of related taxes or $.03 per share on both a basic and diluted basis) for both the third quarter and first nine months of 2009, related to the repurchase of $130.5 million principal amount of its 9.15% senior notes due 2010. The loss on prepayment of debt includes the related premium paid and write-off of the related deferred financing costs, offset by the gain for terminating a portion of the related interest rate swaps.

Interest and Other Financing Expense

Net interest and other financing expense decreased by $6.8 million, or 27.3%, and $15.9 million, or 21.4% in the third quarter and first nine months of 2009, respectively, primarily due to lower interest rates on the company’s variable rate debt and lower average debt outstanding, compared with the year-earlier periods.

Income Taxes

The company recorded a provision for income taxes of $11.0 million and $36.9 million (an effective tax rate of 46.7% and 37.9%) for the third quarter and first nine months of 2009, respectively. The company’s provision for income taxes and effective tax rate for the third quarter and first nine months of 2009 was impacted by the previously discussed restructuring and integration charges and loss on prepayment of debt. The higher effective tax rate was primarily due to valuation allowances recorded in certain international tax jurisdictions where the income tax benefits related to restructuring and integration charges may not be realized. Excluding the impact of the previously discussed restructuring and integration charges and loss on prepayment of debt, the company’s effective tax rate for the third quarter and first nine months of 2009 was 32.5% and 31.9%, respectively.

The company recorded a provision for income taxes of $32.9 million and $113.8 million (an effective tax rate of 30.1% and 30.6%) for the third quarter and first nine months of 2008, respectively. The company’s provision for income taxes and effective tax rate for the third quarter and first nine months of 2008 were impacted by the previously discussed restructuring and integration charges, and the first nine months of 2008 was also impacted by the previously discussed preference claim from 2001. Excluding the impact of the previously discussed restructuring and integration charges and preference claim from 2001, the company’s effective tax rate for the third quarter and first nine months of 2008 was 30.2% and 30.9%, respectively.

The company’s provision for income taxes and effective tax rate is impacted by, among other factors, the statutory tax rates in the countries in which it operates and the related level of income generated by these operations.

Net Income Attributable to Shareholders

The company recorded net income attributable to shareholders of $12.6 million and $60.4 million in the third quarter and first nine months of 2009, respectively, compared with net income attributable to shareholders of $76.1 million and $258.2 million in the year-earlier periods. Included in net income attributable to shareholders for the third quarter and first nine months of 2009 were the previously discussed restructuring and integration charges of $29.1 million and $61.3 million, respectively. Also included in net income attributable to shareholders for both the third quarter and first nine months of 2009 was the previously discussed loss on prepayment of debt of $3.2 million. Included in net income for both the third quarter and first nine months of 2008 were the previously discussed restructuring and integration charges of $7.6 million and $17.7 million, respectively. Also included in net income for the first nine months of 2008 was the previously discussed charge related to the preference claim from 2001 of $7.8 million. Excluding the above-mentioned items, the decrease in net income attributable to shareholders was primarily the result of the sales declines in the global ECS business segment and the more profitable global components businesses in North America and Europe, as well as competitive pricing pressure impacting gross profit margins. These decreases were offset, in part, by a reduction in selling, general and administrative expenses due to the company’s continuing efforts to streamline and simplify processes and to reduce expenses in response to the decline in sales due to the worldwide economic recession, as well as a reduction in net interest and other financing expense.

Liquidity and Capital Resources

At October 3, 2009 and December 31, 2008, the company had cash and cash equivalents of $1.15 billion and $451.3 million, respectively.

During the first nine months of 2009, the net amount of cash provided by the company’s operating activities was $649.3 million, the net amount of cash used for investing activities was $98.1 million, and the net amount of cash provided by financing activities was $128.8 million. The effect of exchange rate changes on cash was an increase of $19.6 million.

During the first nine months of 2008, the net amount of cash provided by the company’s operating activities was $344.0 million, the net amount of cash used for investing activities was $432.8 million, and the net amount of cash used for financing activities was $122.0 million. The effect of exchange rate changes on cash was an increase of $6.4 million.

Cash Flows from Operating Activities

The company maintains a significant investment in accounts receivable and inventories. As a percentage of total assets, accounts receivable and inventories were approximately 56.0% and 66.2% at October 3, 2009 and December 31, 2008, respectively.

The net amount of cash provided by the company’s operating activities during the first nine months of 2009 was $649.3 million primarily due to earnings from operations, adjusted for non-cash items, and a reduction in accounts receivable and inventory, offset, in part, by a decrease in accounts payable and accrued expenses.

The net amount of cash provided by the company’s operating activities during the first nine months of 2008 was $344.0 million primarily due to earnings from operations, adjusted for non-cash items, a reduction in accounts receivable, and an increase in accrued expenses, offset, in part, by an increase in inventory and a decrease in accounts payable.

Working capital as a percentage of sales was 11.7% in the third quarter of 2009 compared with 14.6% in the third quarter of 2008.

Cash Flows from Investing Activities

The net amount of cash used for investing activities during the first nine months of 2009 was $98.1 million, primarily reflecting $99.0 million for capital expenditures, which includes $68.3 million of capital expenditures related to the company’s global enterprise resource planning (“ERP”) initiative. This was offset, in part, by proceeds from the sale of facilities of $1.2 million.

The net amount of cash used for investing activities during the first nine months of 2008 was $432.8 million, primarily reflecting $319.9 million of cash consideration paid for acquired businesses and $112.5 million for capital expenditures, which includes $72.9 million of capital expenditures related to the company’s global ERP initiative.

During the first nine months of 2008, the company acquired Hynetic Electronics and Shreyanics Electronics, a franchise components distribution business in India, ACI Electronics LLC, a distributor of electronic components used in defense and aerospace applications, LOGIX, a leading value-added distributor of mid-range servers, storage, and software, and Achieva Ltd., a value-added distributor of semiconductors and electro-mechanical devices, for aggregate cash consideration of $306.3 million. In addition, the company made payments of $13.6 million to increase its ownership interest in majority-owned subsidiaries.

During 2006, the company initiated a global ERP effort to standardize processes worldwide and adopt best-in-class capabilities. Implementation is expected to be phased-in over the next several years. For the full year 2009, the estimated cash flow impact of this initiative is expected to be in the $80 to $100 million range. The company expects to finance these costs with cash flows from operations.

Cash Flows from Financing Activities

The net amount of cash provided by financing activities during the first nine months of 2009 was $128.8 million. The primary sources of cash from financing activities were $297.4 million of net proceeds from a note offering and $3.1 million of proceeds from the exercise of stock options. The primary use of cash for financing activities during the first nine months of 2009 included $135.7 million of repurchases of senior notes, a $32.0 million decrease in short-term borrowings, $2.3 million of repurchases of common stock, and a $1.7 million shortfall in tax benefits from stock-based compensation arrangements.

In September 2009, the company repurchased $130.5 million principal amount of its 9.15% senior notes due 2010. The related loss on the repurchase for the third quarter and first nine months of 2009, including the related premium paid and write-off of the related deferred financing costs, offset by the gain for terminating a portion of the related interest rate swaps aggregated $5.3 million ($3.2 million net of related taxes or $.03 per share on both a basic and diluted basis) and was recognized as a loss on prepayment of debt.

In September 2009, the company completed the sale of $300.0 million principal amount of 6.00% notes due in 2020. The net proceeds of the offering of $297.4 million were used to repay a portion of the previously discussed 9.15% senior notes due 2010 and for general corporate purposes.

The net amount of cash used for financing activities during the first nine months of 2008 was $122.0 million. The primary use of cash for financing activities during the first nine months of 2008 included $115.8 million of repurchases of common stock and a $10.5 million decrease in short-term borrowings. The primary source of cash from financing activities during the first nine months of 2008 was $4.4 million of cash proceeds from the exercise of stock options.

The company has an $800.0 million revolving credit facility with a group of banks that matures in January 2012. Interest on borrowings under the revolving credit facility is calculated using a base rate or a euro

currency rate plus a spread based on the company’s credit ratings (.425% at October 3, 2009). The facility fee related to the credit facility is .125%.

The company has a $600.0 million asset securitization program collateralized by accounts receivable of certain of its North American subsidiaries which expires in March 2010. Interest on borrowings is calculated using a base rate or a commercial paper rate plus a spread, which is based on the company’s credit ratings (.225% at October 3, 2009). The facility fee is .125%.

The company had no outstanding borrowings under its revolving credit facility or asset securitization program at October 3, 2009 and December 31, 2008. The revolving credit facility and the asset securitization program include terms and conditions that limit the incurrence of additional borrowings, limit the company’s ability to pay cash dividends or repurchase stock, and require that certain financial ratios be maintained at designated levels. The company was in compliance with all covenants as of October 3, 2009. The company is currently not aware of any events that would cause non-compliance with any covenants in the future.

Contractual Obligations

The company has contractual obligations for long-term debt, interest on long-term debt, capital leases, operating leases, purchase obligations, and certain other long-term liabilities that were summarized in a table of Contractual Obligations in the company’s Annual Report on Form 10-K for the year ended December 31, 2008. Since December 31, 2008, there were no material changes to the contractual obligations of the company, outside the ordinary course of the company’s business, except as follows:

•

In September 2009, the company repurchased $130.5 million principal amount of its 9.15% senior notes due 2010 and the company completed the sale of $300.0 million principal amount of 6.00% notes due in 2020. See Note G of the Notes to Consolidated Financial Statements for a full description of these transactions.

Off-Balance Sheet Arrangements

The company has no off-balance sheet financing or unconsolidated special purpose entities.

Critical Accounting Policies and Estimates

The company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the company to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. The company evaluates its estimates on an ongoing basis. The company bases its estimates on historical experience and on various other assumptions that are believed reasonable under the circumstances; the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There were no significant changes during the first nine months of 2009 to the items disclosed as Critical Accounting Policies and Estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Impact of Recently Issued Accounting Standards

See Note B of the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements, including the anticipated dates of adoption and the effects on the company’s consolidated financial position and results of operations.

Information Relating to Forward-Looking Statements

This report includes forward-looking statements that are subject to numerous assumptions, risks, and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons, including, but not limited to: industry conditions, the company’s implementation of its new enterprise resource planning system, changes in product supply, pricing and customer demand, competition, other vagaries in the global components and global ECS markets, changes in relationships with key suppliers, increased profit margin pressure, the effects of additional actions taken to become more efficient or lower costs, and the company’s ability to generate additional cash flow. Forward-looking statements are those statements, which are not statements of historical fact. These forward-looking statements can be identified by forward-looking words such as “expects,” “anticipates,” “intends,” “plans,” “may,” “will,” “believes,” “seeks,” “estimates,” and similar expressions. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any of the forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk .

There were no material changes in market risk for changes in foreign currency exchange rates and interest rates from the information provided in Item 7A – Quantitative and Qualitative Disclosures About Market Risk in the company’s Annual Report on Form 10-K for the year ended December 31, 2008, except as follows:

Foreign Currency Exchange Rate Risk

The notional amount of the foreign exchange contracts at October 3, 2009 and December 31, 2008 was $296.3 million and $315.0 million, respectively. The fair values of foreign exchange contracts, which are nominal, are estimated using market quotes. The translation of the financial statements of the non-United States operations is impacted by fluctuations in foreign currency exchange rates. The change in consolidated sales and operating income was impacted by the translation of the company’s international financial statements into U.S. dollars. This resulted in decreased sales of $486.5 million and decreased operating income of $22.4 million for the first nine months of 2009, compared with the year-earlier period, based on 2008 sales and operating income at the average rate for 2009. Sales would decrease by $301.2 million and operating income would increase by $1.0 million if average foreign exchange rates declined by 10% against the U.S. dollar in the first nine months of 2009. This amount was determined by considering the impact of a hypothetical foreign exchange rate on the sales and operating income of the company’s international operations.

In May 2006, the company entered into a cross-currency swap, with a maturity date of July 2011, for approximately $100.0 million or € 78.3 million (the “2006 cross-currency swap”) to hedge a portion of its net investment in euro-denominated net assets. The 2006 cross-currency swap is designated as a net investment hedge and effectively converts the interest expense on $100.0 million of long-term debt from U.S. dollars to euros. As the notional amount of the 2006 cross-currency swap is expected to equal a comparable amount of hedged net assets, no material ineffectiveness is expected. The 2006 cross-currency swap had a negative fair value of $14.4 million and $10.0 million at October 3, 2009 and December 31, 2008, respectively.

In October 2005, the company entered into a cross-currency swap, with a maturity date of October 2010, for approximately $200.0 million or € 168.4 million (the “2005 cross-currency swap”) to hedge a portion of its net investment in euro-denominated net assets. The 2005 cross-currency swap is designated as a net investment hedge and effectively converts the interest expense on $200.0 million of long-term debt from U.S. dollars to euros. As the notional amount of the 2005 cross-currency swap is expected to equal a comparable amount of hedged net assets, no material ineffectiveness is expected. The 2005 cross-currency swap had a negative fair value of $45.3 million and $36.5 million at October 3, 2009 and December 31, 2008, respectively.

Interest Rate Risk

At October 3, 2009, approximately 74% of the company’s debt was subject to fixed rates, and 26% of its debt was subject to floating rates. A one percentage point change in average interest rates would not materially impact net interest and other financing expense in the third quarter of 2009. This was determined by considering the impact of a hypothetical interest rate on the company’s average floating rate on investments and outstanding debt. This analysis does not consider the effect of the level of overall economic activity that could exist. In the event of a change in the level of economic activity, which may adversely impact interest rates, the company could likely take actions to further mitigate any potential negative exposure to the change. However, due to the uncertainty of the specific actions that might be taken and their possible effects, the sensitivity analysis assumes no changes in the company’s financial structure.

In December 2007 and January 2008, the company entered into interest rate swaps (the “2007 and 2008 swaps”) with an aggregate notional amount of $100.0 million. The 2007 and 2008 swaps modify the company’s interest rate exposure by effectively converting the variable rate (1.883% and 3.201% at October 3, 2009 and December 31, 2008, respectively) on a portion of its $200.0 million term loan to a

fixed rate of 4.457% per annum through December 2009. The 2007 and 2008 swaps are classified as cash flow hedges and had a negative fair value of $.5 million and $1.9 million at October 3, 2009 and December 31, 2008, respectively.

In June 2004, the company entered into interest rate swaps, with an aggregate notional amount of $200.0 million. The swaps modify the company’s interest rate exposure by effectively converting the fixed 9.15% senior notes to a floating rate, based on the six-month U.S. dollar LIBOR plus a spread (an effective rate of 4.94% and 8.19% at October 3, 2009 and December 31, 2008, respectively), through its maturity. In September 2009, the company terminated $130.5 million aggregate notional amount of the interest rate swaps upon the repayment of a portion of the 9.15% senior notes. The swaps are classified as fair value hedges and had a fair value of $2.4 million and $9.4 million at October 3, 2009 and December 31, 2008, respectively.

In June 2004, the company entered into interest rate swaps, with an aggregate notional amount of $100.0 million. The swaps modify the company’s interest rate exposure by effectively converting a portion of the fixed 6.875% senior notes to a floating rate, based on the six-month U.S. dollar LIBOR plus a spread (an effective rate of 2.98% and 5.01% at October 3, 2009 and December 31, 2008, respectively), through its maturity. The swaps are classified as fair value hedges and had a fair value of $8.9 million and $12.0 million at October 3, 2009 and December 31, 2008, respectively.

Item 4. Controls and Procedures .

Evaluation of Disclosure Controls and Procedures

The company’s management, under the supervision and with the participation of the company’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the company’s disclosure controls and procedures as of October 3, 2009 (the “Evaluation”). Based upon the Evaluation, the company’s Chief Executive Officer and Chief Financial Officer concluded that the company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) are effective.

Changes in Internal Control over Financial Reporting

During the third quarter of 2009, the company completed the process of installing a new enterprise resource planning (“ERP”) system in a select operation in North America as part of a phased implementation schedule. This new ERP system, which will replace multiple legacy systems of the company, is expected to be implemented globally over the next several years. The implementation of this new ERP system involves changes to the company’s procedures for internal control over financial reporting. The company follows a system implementation life cycle process that requires significant pre-implementation planning, design, and testing. The company also conducts extensive post-implementation monitoring, testing, and process modifications to ensure the effectiveness of internal controls over financial reporting, and the company did not experience any significant difficulties to date in connection with this implementation.

There were no other changes in the company’s internal control over financial reporting or in other factors that materially affect, or that are reasonably likely to materially affect, the company’s internal control over financial reporting during the period covered by this quarterly report.

PART II. OTHER INFORMATION

Item 1A. Risk Factors .

There were no material changes to the company’s risk factors as discussed in Item 1A – Risk Factors in the company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds .

The following table shows the share-repurchase activity for the quarter ended October 3, 2009:

Approximate

Total Number

Dollar Value of

of Shares

Shares that

Total

Purchased as

May Yet be

Number of

Average

Part of Publicly

Purchased

Shares

Price Paid

Announced

Under the

Month

Purchased

per Share

Program

July 5 through 31, 2009

2,367

20.63

August 1 through 31, 2009

4,692

19.86

September 1 through October 3, 2009

1,260

28.27

Total

8,319

The purchases of Arrow common stock noted above reflect shares that were withheld from employees for restricted stock, as permitted by the plan, in order to satisfy the required tax withholding obligations. None of these purchases were made pursuant to a publicly announced repurchase plan and the company currently does not have a stock repurchase plan in place.

Item 6. Exhibits .


Exhibit
Number		Exhibit
10(a)		Arrow Electronics Saving Pan, as amended and restated on September 9, 2009.

10(b)		Wyle Electronics Retirement Pan, as amended and restated on September 9, 2009.

10(c)		Arrow Electronics Stock Ownership Pan, as amended and restated on September 9, 2009.

31(i)		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31(ii)		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32(i)		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32(ii)		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	ARROW ELECTRONICS, INC.
Date: October 28, 2009	By:	/s/ Paul J. Reilly
		Paul J. Reilly
		Executive Vice President, Finance and Operations, and Chief Financial Officer

Exhibit 10(a)

ARROW ELECTRONICS

SAVINGS PLAN

(As Amended and Restated through September 9, 2009)

Exhibit 10(a)

ARROW ELECTRONICS SAVINGS PLAN

INTRODUCTION

The Arrow Electronics Savings Plan set forth herein (the “Plan”) was initially adopted effective June 1, 1982 as Part III of the Arrow Electronics ESOP and Capital Accumulation Plan, a stock bonus plan. A profit sharing plan called the “Arrow Electronics Capital Accumulation Plan” (the “New Plan”) was adopted effective January 1, 1984 and amended effective January 1, 1985 to permit additional contributions pursuant to section 401(k) of the Code. Membership in Part III of the Arrow Electronics ESOP and Capital Accumulation Plan was closed after the Entry Date of July 1, 1983 and no contributions were made to Part III for any Plan Year ending after December 31, 1983. Members of the Plan who were eligible became members of the New Plan as of December 31, 1983. Other eligible individuals subsequently became members of the New Plan in accordance with its terms.

The Plan was amended and restated effective as of the close of business on December 31, 1988 for the following purposes: (i) to establish the Plan as a separate entity upon its deletion as Part III of the Arrow Electronics ESOP and Capital Accumulation Plan (which was renamed the Arrow Electronics Stock Ownership Plan) and to accept the transfer to the Plan of all assets and liabilities relating to such Part III; (ii) to merge the New Plan into the Plan 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 Savings Plan; and (iii) to make changes deemed necessary or advisable to comply with changes in applicable law, effective as of 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 Part III of the Arrow Electronics ESOP and Capital Accumulation Plan as constituted prior thereto and the New Plan.

The Plan was subsequently 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 amended and restated on February 15, 2002 to include amendments adopted since the preceding restatement and additional changes, 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, effective as the respective dates set forth or as required by law, provided that clarifications of existing provisions were effective as of the same dates as the provisions which they clarify. The restated Plan also eliminated as “deadwood” provisions no longer necessary, such as those relating to Class Year Accounts (which have all become fully vested and no longer require separate accounting), and Basic Contributions (profit-sharing contributions made under a predecessor plan) all of which are now included in Members’ Matching Accounts. 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.

On March 17, 2003, the Plan was further restated to include amendments adopted since the last restatement and additional changes, including those deemed necessary or advisable to reflect the Economic Growth and Tax Relief Reconciliation Act of 2001, or otherwise appropriate to further the purposes of the Plan, and to eliminate provisions no longer applicable, effective as of January 1, 2002 or as otherwise expressly provided or required by law, provided that clarifications of existing provisions are effective as of the same dates as the provisions which they clarify. The Plan was further amended by action of the Committee on November 25, 2003 and September 21, 2004, and as set forth in Amendment No. 1 executed on March 7, 2005. The Plan was thereafter separately amended by action of the Committee to make the changes set forth in Article VII hereof effective August 1, 2006, and in Sections 1.50 and 9.5 (and other provisions of Article IX referring thereto), effective September 1, 2006.

The Plan was further amended and restated in January 2007 to make additional changes deemed advisable, including changes to reflect the final regulations under section 401(k) of the Code effective January 1, 2006 and expanded definitive language to reflect final regulations under EGTRRA’s catch-up provisions, as well as additional design changes, which additional changes were effective January 1, 2006 except as otherwise expressly provided.

The Plan is now hereby further amended and restated to reflect the final regulations under Section 415 and to authorize a direct rollover to a Roth IRA, both effective January 1, 2008, to include gap period income in any corrective distribution of elective deferrals exceeding the applicable dollar limitation for the 2007 Plan Year, to make certain mandatory and discretionary changes pursuant to the Pension Protection Act of 2006, to permit withdrawals of contributions made upon automatic enrollment within a 90-day window period, to suspend mandatory minimum required distributions in respect of the 2009 Plan Year, to comply with the Heroes Earnings Assistance and Relief Tax Act of 2008, effective as of January 1, 2007, to eliminate obsolete language about the historical operation of the Plan, and to make such additional clarifying or simplifying changes as are deemed desirable by the Company, effective as of the date to which the affected provisions relate. The Plan as so restated is effective generally as of adoption unless otherwise expressly provided or required under the Code.

ARTICLE I

Definitions

When used in this Plan, the following terms shall have the designated meaning, unless a different meaning is clearly required by the context.

1.1 Accounts . A Member’s Elective Account, Loan Account, Matching Account, and Rollover Account, as applicable.

1.2 Affiliate . Any of the following:

1.2.1 Controlled Group Affiliate . Any trade or business (other than an Employer), whether or not incorporated, which at the time of reference controls, is controlled by,

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or is 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 Article VI, 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 or section 401(k) or (m) of the Code.

1.3 Applicable Plan Year . The current Plan Year.

1.4 Appropriate Form . The form or other method of communication prescribed by the Committee for a particular purpose specified in the Plan, when filed or otherwise effected at the time and in the manner prescribed by the Committee.

1.5 Beneficiary . A person or persons entitled under Article IX to receive any benefits payable upon or after the death of a Member.

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

1.7 Code . The Internal Revenue Code of 1986 as amended from time to time. Reference to a specific provision of the Code shall include such provision, any valid regulation or ruling promulgated thereunder and any comparable provision of future law that amends, supplements or supersedes such provision.

1.8 Catch-up Contributions . Elective Contributions designated and qualifying as Catch-up Contributions pursuant to Article XVI, or “Excess Contributions” recharacterized as Catch-up Contributions under Section 3.3.4 in order to satisfy ADP nondiscrimination testing.

1.9 Committee . 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.

1.10 Common Stock . The common stock of the Company having a par value of one dollar ($1) per share, or any other common stock into which it may be reclassified.

1.11 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.

1.12 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.

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1.13 Compensation . Gross cash compensation paid by an Employer to an individual for services as an Eligible Employee after he becomes a Member, determined before giving effect to any Contribution Agreement or 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 for purposes of receiving qualified transportation fringe benefits (as described in section 132(f)(4) of the Code), subject to the Compensation Limit. Compensation shall not include any (a) payments made pursuant to stock appreciation rights or otherwise pursuant to any plan for the grant of stock options, stock, or other stock rights, (b) expense reimbursements other than taxable car allowances (such as but not limited to relocation and tuition expense reimbursements and nontaxable car allowances), or (c) 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 however designated. Effective January 1, 2008, Compensation shall not include (x) parachute payments within the meaning of section 280G of the Code made after termination of employment or (y) other amounts paid after termination of employment, unless paid for services rendered prior to termination and paid either within the calendar year of termination or no later than 2-1/2 months after the date of termination (but excluding post-severance payments in the nature of unused accrued sick, vacation or other bona fide leave payments).

1.14 Compensation Limit . Compensation taken into account for any Member for any Plan 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) (the “Compensation Limit”). 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. Except in the case of a short plan year, the Compensation Limit shall be applied to the Member’s aggregate Compensation for the entire twelve months of the Plan Year, without regard to the percentage contribution elected by the Participant during any particular pay period, provided that the aggregate Elective Contributions for the benefit of a Member for any Plan Year (or Matching Contributions in respect thereof) shall not exceed the maximum amount determined by applying the contribution rate or rates in effect with respect to such contributions from time to time during the year to the total amount of such Compensation not in excess of such Compensation Limit.

1.15 Contribution Agreement . An agreement by a Section 401(k) Member (set forth on the Appropriate Form) to reduce his Compensation otherwise payable in cash in order to share in Elective Contributions under the Plan, as provided in Section 3.1, and/or any agreement of similar effect deemed to have been made pursuant to the automatic enrollment provisions of Article XVII.

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

1.17 Effective Date . January 1, 1974.

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1.18 Elective Account . A separate Account maintained for each Member which reflects his share of the Fund attributable to Elective Contributions plus such other amounts as may be transferred to such Account after December 31, 1988 under the terms of the Arrow Electronics Stock Ownership Plan, together with applicable Investment Adjustments.

1.19 Elective Contributions . Contributions by an Employer for a Section 401(k) Member as provided in Section 3.1, based on the amount by which such Section 401(k) Member elects to reduce his Compensation otherwise payable in cash (which contributions may not exceed the Elective Deferral Limit).

1.20 Elective Deferral Limit . The amount set forth below, reduced by the amount of “elective deferrals” (as defined in section 402(g)(3) of the Code, but excluding catch-up contributions as defined in section 414(v) of the Code) made by a Member during his taxable year (which is presumed to be the calendar year) under any other plans or agreements maintained by an Employer or by a Controlled Group Affiliate (and, in the sole discretion of the Committee, any plans or agreements maintained by any other employer, if reported to the Committee at such time and in such manner as the Committee shall prescribe).


Calendar Year	Amount
2002	$	11,000
2003	$	12,000
2004	$	13,000
2005	$	14,000
Years subsequent to 2006	$15,000, as adjusted in accordance with section 402(g)(4) of the Code

1.21 Eligible 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 1.22 and subject also to the following:

1.21.1 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 Eligible 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.

1.21.2 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 Eligible 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.

1.21.3 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

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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 Eligible 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.

1.22 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.

1.23 Entry Date . Effective March 1, 2004, the first day of each calendar month.

1.24 ERISA . The Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a specific provision of ERISA shall include such provision, any valid regulation or ruling promulgated thereunder and any comparable provision of future law that amends, supplements or supersedes such provision.

1.25 ESOP Contributions . Contributions made by an Employer to the Arrow Electronics Stock Ownership Plan (or, prior to January 1, 1989, to Part I or Part II of the Arrow Electronics ESOP and Capital Accumulation Plan or to the Arrow Electronics ESOP).

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

1.27 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 Total Earnings during the prior Plan 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 15.1.2(c)) at any time during the current or prior Plan Year.

1.28 Hour of Service . For all purposes of this Plan, “Hour of Service” shall mean each hour includible under any of Sections 1.28.1 through 1.28.4, applied without duplication, but subject to the provisions of Sections 1.28.5 through 1.28.8.

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

1.28.2 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.

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1.28.3 Military Service . Each regularly scheduled working hour which would constitute an Hour of Service under Section 1.28.1 or 1.28.2 but for the employee’s absence for “qualified military service” (as defined in section 414(u) of the Code) (“Military Service”) during a period in which his reemployment rights are protected by law, provided that such employee re-enters the employ of an Employer within the period during which his reemployment rights are protected by law; and

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

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

(a) Paid Working Time . Hours of Service described in Section 1.28.1 shall be credited to the Plan Year in which the duties were performed;

(b) Paid Absence and Military Service . Hours of Service described in Sections 1.28.2 and 1.28.3 shall be credited to the Plan 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 1.28.4 shall be credited to the Plan Year or Plan Years to which the back pay award or agreement pertains (rather than to the Plan Year in which the award, agreement or payment is made).

1.28.6 Limitations on Hours of Service for Paid Absences . Notwithstanding any provision of this Plan, Hours of Service otherwise required to be credited pursuant to Section 1.28.2 (relating to paid absences) or Section 1.28.4 (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 Section 1.28.2, shall be subject to the following limitations and rules:

(a) 501 Hour Limitation . No more than five hundred one (501) of such Hours of Service are required to be credited on account of any single continuous period during which an 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) Medical and Severance 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 an employee, or constitutes a retirement, termination, or other severance pay or benefit, however designated; and

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(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.

1.28.7 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 his 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 1.28.2, 1.28.3 and 1.28.4 to an employee without a regular work schedule shall be determined on the basis of a forty (40)-hour work week, or an eight (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.

1.28.8 Monthly Equivalency . An employee who customarily works for an Employer for twenty (20) or more hours per week throughout each Plan Year (except for holidays and vacations) shall be credited with exactly one hundred ninety (190) Hours of Service for each month with respect to which he completes at least one (1) Hour of Service in accordance with the foregoing provisions of this Section 1.28 (regardless of whether the number of Hours of Service actually completed in such month exceeds one hundred ninety (190)), subject to Section 1.28.6.

1.29 Investment Adjustments . The net realized and unrealized gains, losses, income and expenses attributable to a Member’s, Elective, Matching, Prior Plan or Rollover Account as a result of its investment in one or more Investment Funds.

1.30 Investment Fund . A portion of the Fund which is separately invested as provided in Section 5.1, or the Loan Fund.

1.31 Loan Account . An Account maintained pursuant to Section 7.6.2.

1.32 Loan Fund . The Investment Fund maintained pursuant to Section 7.6.1.

1.33 Matching Account . A separate Account maintained for each Member which reflects his share of the Fund attributable to Matching Contributions and, effective January 1, 2001, balances formerly credited to his Basic or Class Year Accounts (within the meaning of those terms under the Plan previously in effect), together with applicable Investment Adjustments.

1.34 Matching Contributions . Contributions by an Employer for a Section 401(k) Member as provided in Section 3.2.

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1.35 Member . Each Eligible Employee who became a Member of the Plan upon its establishment effective December 31, 1988 as successor to its predecessors described in the Preamble hereto, or who has become Member of the Plan pursuant to Article II as in effect from time to time, and each former such Eligible Employee who retains an undistributed Account under the Plan.

1.36 Normal Retirement Date . The sixty-fifth (65th) anniversary of a Member’s date of birth.

1.37 One-Year Break in Service . A Plan 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 Plan Year in which the absence begins if necessary to prevent a One-Year Break in Service in that Plan Year, or (b) in all other cases, in the following Plan Year. For purposes of this Section 1.37, “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.

1.38 Plan . The Arrow Electronics Savings Plan, which as currently in effect is set forth herein.

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

1.40 Rollover Account . A separate account maintained for an individual attributable to (i) his Rollover Contributions and (ii) balances credited as of November 29, 1994 in respect of amounts previously transferred from Part III of the Arrow Electronics ESOP and Capital Accumulation Plan, together with applicable Investment Adjustments.

1.41 Rollover Contribution . An Eligible Employee’s rollover contribution made pursuant to Section 3.6, including the amount of any transfer to this Plan pursuant to the diversification and in-service withdrawal provision of the Arrow Electronics Stock Ownership Plan.

1.42 Section 401(k) Member . A Member who is an Eligible Employee.

1.43 Termination of Employment . A Member’s employment shall be treated as terminated on the date that he ceases to be employed by an Employer or Affiliate, subject to Section 2.4.2.

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1.44 Total Earnings . Total compensation paid by an Employer or Affiliate to an individual reportable on Form W-2, determined before giving effect to any Contribution Agreement 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 for purposes of receiving qualified transportation fringe benefits (as described in section 132(f)(4) of the Code). Total Earnings shall exclude 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. For purposes of Sections 3.3.2 and 3.4.2, Total Earnings for any Plan Year may, in the discretion of the Committee, and effective January 1, 2006, shall be limited to such compensation paid by an Employer or Affiliate to an individual during the period that he is a Member for service as an Eligible Employee. Notwithstanding the foregoing, effective for amounts paid on or after January 1, 2008, Total Earnings shall not include severance pay or parachute payments excludable from Compensation under Section 1.13 above, or other payments or taxable benefits provided after termination of employment unless for services rendered prior to termination and paid either within the calendar year of termination or no later than 2-1/2 months after the date of termination (but excluding post-severance payments in the nature of unused accrued sick, vacation or other bona fide leave payments). Total Earnings taken into account for any Member for any Plan Year shall not exceed the Compensation Limit. If the period for determining Total Earnings is a short plan year (i.e., shorter than 12 months), the annual Total Earnings limit is an amount equal to the otherwise applicable annual Total Earnings limit multiplied by the fraction, the numerator of which is the number of months in the short plan year, and the denominator of which is 12.

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

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

1.47 Valuation Date . A date as of which the Committee revalues and adjusts Accounts in accordance with the daily valuation system described in Section 5.8; provided, however, if any portion of an Account is invested in mutual funds for which the mutual fund sponsor provides a separate accounting for each Member, the Valuation Date for a transaction affecting such portion shall be the date as of which the mutual fund sponsor processes such transaction.

1.48 Vested Percentage . The percentage of a Member’s Account or Subaccount which is nonforfeitable pursuant to Article IV.

1.49 Year of Service . A Plan Year during which an employee has not less than one thousand (1,000) Hours of Service, excluding any Plan Year prior to the Plan Year in which the employee attained age 18. Notwithstanding the foregoing, the term “Year of Service” shall not include any Plan Year not taken into account for vesting purposes as of December 31, 1984 under the predecessor plans then in effect as a result of the application of the break rules of those plans as then in effect nor any other Plan Year which was succeeded by five consecutive One-Year Breaks in Service

(“Five-Year Break”), if the number of such One-Year Breaks in Service

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was equal to or in excess of the individual’s Years of Service prior to such Five-Year Break and the individual had no nonforfeitable rights under any such plan at the time of the Five-Year Break.

1.50 “Same-sex Marriages” . 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 1.50 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.

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ARTICLE II

Membership

2.1 Membership . Effective March 1, 2004:

2.1.1 Regular Employees . An Eligible Employee who is a “Regular Employee” and who has not previously become a Member shall become a Member on the Entry Date coincident with or next following the completion of one full calendar month beginning on or after his Date of Hire, or if later, the first day of the calendar month in which he has first attained age twenty-one (21). A “Regular Employee” is an employee who is scheduled to customarily work for an Employer for twenty (20) or more hours per week throughout each year (except for holidays and vacations).

2.1.2 Part-Time Employees . An Eligible Employee who is not a “Regular Employee” shall become a Member on the Entry Date coincident with or next following the later of (a) his completion of a 12-consecutive month period starting on his Date of Hire, or on any January 1 thereafter, in which he has 1,000 Hours of Service, or (b) his twenty-first (21st) birthday.

2.1.3 Date of Hire. For purposes of this Section 2.1, the term “Date of Hire” means the date on which an employee first performs an Hour of Service described in Section 1.28.1. An Eligible Employee who starts work on the first business day of a month shall become a Member no later than if he started work on the first day of the month.

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 Eligible Employee (as distinguished from service for any Affiliate).

2.3 Contribution Agreement. A Section 401(k) Member shall be eligible to share in Elective Contributions under Section 3.1, effective for payroll periods ending after the first Entry Date on which he is a Section 401(k) Member, provided that he completes and returns the Contribution Agreement described in Section 3.1.1 to the Committee within such period as the Committee shall prescribe. If a rehired Eligible Employee, or Eligible Employee transferred from ineligible employment, commences or resumes participation as a Section 401(k) Member on his date of transfer or date of rehire pursuant to Section 2.4 or Section 2.6, he shall become eligible to share in Elective Contributions upon execution and filing of an appropriate Contribution Agreement within such period as the Committee shall prescribe, effective as of such date as the Committee shall determine to be administratively practicable. If a Member fails to complete and return a Contribution Agreement within the period prescribed by the Committee, he may begin to share in Elective Contributions under Section 3.1 as of any subsequent Entry Date as of which he is an Eligible Employee, by completing and returning a Contribution Agreement to the Committee within such period as the Committee shall prescribe.

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2.4 Transfers .

2.4.1 Transfer to Eligible Employment . If an individual is transferred to employment under which he is 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.

2.4.2 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 Plan Year of such transfer but he shall not be eligible to share in contributions and forfeitures for subsequent Plan Years unless and until he returns to employment as an Eligible Employee. Upon retirement (at or after Normal Retirement Date) or Termination of Employment of such a Member while so employed other than as an Eligible Employee, distribution shall be made in accordance with the Plan as if such Member had so retired, or terminated his employment, while an Eligible Employee.

2.4.3 Contribution Agreement . The Contribution Agreement (if any) of a Member described in Section 2.4.2 shall be suspended until he resumes his status as an Eligible Employee (and Section 401(k) Member).

2.5 Transfers Between Employers . If a Member transfers from employment as an Eligible Employee with one Employer to employment as an Eligible Employee with another Employer: (a) his participation in the Plan shall not be interrupted; and (b) his Contribution Agreement (if any) with his prior Employer shall be deemed to apply to his second Employer in the same manner as it applied to his prior Employer.

2.6 Reemployment . If a Member whose Accounts are not vested in whole or in part, or an employee who has not become a Member, terminates employment and is subsequently rehired as an Eligible Employee after five or more consecutive One-Year Breaks in Service, he shall upon rehire be treated as a new employee for all purposes of this Plan. In all other cases, (a) a Member who terminates employment and is subsequently rehired as an Eligible Employee shall become a Member immediately upon rehire, and (b) an 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 termination of such absence if he is then an Eligible Employee.

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

2.7.1 In determining when an Eligible Employee shall become a Member and such Eligible 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

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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 2.7.2 or any Supplement.

2.7.2 In determining when an Eligible Employee shall become a Member and such Eligible 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.

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ARTICLE III

Contributions

3.1 Elective Contributions .

3.1.1 Election of Amount . In order to share in Elective Contributions, a Member must be a Section 401(k) Member and agree in his Contribution Agreement to reduce his Compensation otherwise payable in cash for each payroll period by such whole percentage as he shall elect, which prior to March 1, 2004 shall not exceed ten percent (10%), and thereafter shall not exceed such applicable percentage as the Committee may from time to specify, which may either be a uniform percentage for all Section 401(k) Members, or be determined separately for Highly Compensated Employees or non-Highly Compensated Employees, respectively, as the Committee determines in its discretion; provided, that a whole percentage shall not be required if necessary or appropriate to comply with any applicable limitations on the amount of Elective Contributions permitted. The Section 401(k) Member’s Employer shall contribute to the Plan as Elective Contributions, as soon as reasonably practicable after the close of each payroll period for which such Contribution Agreement is in effect, an amount equal to the elected and applicable reduction in the Section 401(k) Member’s Compensation otherwise payable in cash for such payroll period. Any Elective Contribution in excess of 6% shall not be eligible for Matching Contributions under Section 3.2. In no event shall the limits under Section 3.3 be exceeded. The Committee shall decrease the amount of reduction of Compensation under a Section 401(k) Member’s Contribution Agreement for any payroll period to the extent the sum of such reduction, the amount of the Section 401(k) Member’s deductions for such payroll period for welfare benefits sponsored by the Employer, any withholding from pay required by law and any other deductions requested by the Section 401(k) Member which under the Employer’s payroll procedure are treated as a priority claim relative to the contributions to this Plan, exceeds the Section 401(k) Member’s Compensation for such payroll period.

3.1.2 Change in Contribution Rate . A Section 401(k) Member who has a Contribution Agreement in effect may increase or decrease the amount of reduction thereunder of his Compensation otherwise payable in cash within the limits specified in Section 3.1.1 by giving notice on the Appropriate Form to the Committee within such period as the Committee shall prescribe. Such change shall be effective commencing with the first payroll period for which it can be given effect under the procedures established by the Committee.

3.1.3 Deemed Election . Effective January 1, 2008, a Section 401(k) Member who has not affirmatively entered into a Contribution Agreement as above provided may be deemed to have entered into such an Agreement in accordance with and subject to the auto-enrollment provisions Article XVII.

3.1.4 Voluntary Suspension . A Member may voluntarily suspend his Contribution Agreement effective as soon as practicable by giving notice to the Committee on the Appropriate Form.

3.1.5 Mandatory Suspension .

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3.1.5.1 Hardship Withdrawal from Elective Account . The Contribution Agreement of a Member who makes a withdrawal pursuant to Section 7.2.3 shall be suspended as of the payroll period in which the withdrawal is made until the next Entry Date that is at least six months after the date of such withdrawal (or January 1, 2002, if later).

3.1.5.2 Reinstatement . A Member may reinstate his Contribution Agreement under this Plan as of the next Entry Date following a period of mandatory suspension under this Section 3.1.5, or any subsequent Entry Date, by giving written notice to the Committee on the Appropriate Form within such period as the Committee shall prescribe.

3.1.6 Dollar Limitation . A Section 401(k) Member’s Elective Contributions shall be discontinued for the remainder of a Plan Year when in the aggregate they equal the Elective Deferral Limit for such Plan Year, except that Catch-up Contributions may continue to the extent permitted under Article XVI. Notwithstanding any other provisions of this Plan, except to the extent permitted under Article XVI. No Section 401(k) Member may elect to reduce his Compensation pursuant to Section 3.1.1 for a Plan Year by an amount in excess of the Elective Deferral Limit, nor shall any such excess be contributed to the Plan as Elective Contributions or allocated to a Section 401(k) Member’s Elective Account.

3.1.7 Determination of Total Excess Deferrals . The term “Excess Deferrals” shall mean (i) “elective deferrals” (as defined in section 402(g)(3) of the Code, but excluding deferrals qualifying as catch-up contributions under section 414(v) of the Code) made by a Member during the calendar year under this Plan in excess of the Elective Deferral Limit, plus (ii) in the event the Member is eligible to make such catch-up contributions under Article XVI or under any other plan of an Employer or Affiliate (“Controlled Group Plan”), the amount of such catch-up contributions in excess of the limit set forth in Section 16.4 for such year made under this Plan or under such other plan.

3.1.8 Distribution of Excess Deferrals (Regular or Catch-up) . If a Member has made Excess Deferrals for any Plan Year, the Committee shall, after consultation with the named fiduciary of any applicable other Controlled Group Plan, determine the portion of such Excess Deferrals to be assigned to this Plan (which shall be the total Excess Deferrals less the portion thereof assigned to another Controlled Group Plan) and distribute the portion thereof so assigned, adjusted for any (i) income or loss attributable thereto for such Plan Year and, (ii) effective solely for the 2007 Plan Year, “gap period” income or loss from the end of the Plan Year to the date of distribution determined in accordance with such method authorized under applicable regulations as the Committee shall specify. The amount to be distributed for a Plan Year shall be adjusted to reflect the amount of Elective Contributions previously distributed by the Plan on or after the beginning of such Plan Year in order to comply with the limitations of Section 3.3. If the Member’s Elective Account is invested in more than one Investment Fund, such distribution shall be made pro rata, to the extent practicable, from all such Investment Funds. In order to receive such excess Elective Contributions, the Member must deliver a written claim to the Committee by March 1 of the Plan Year of distribution. Such claim must include (i) a statement that the Member’s Elective Deferral Limit will be exceeded unless the excess Elective Contributions are distributed and (ii) an agreement to forfeit Matching Contributions made with respect to such excess Elective Contributions and allocated to his Matching Account (if any). Matching Contributions forfeited pursuant to this Section 3.1.8 shall

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be applied to reduce contributions by the Employer hereunder. If a Member’s has made Excess Deferrals as a result of contributions to this Plan and any other plans or agreements maintained by an Employer or Controlled Group Affiliate, the Committee shall deem such a claim to have been delivered by the Member and distribute the excess no later than April 15 of the following year.

3.2 Matching Contributions .

3.2.1 Amount . The Employer shall make Matching Contributions to the Plan with respect to each calendar month for which a Section 401(k) Member has a Contribution Agreement in effect, in an amount equal to 50% of such Section 401(k) Member’s Elective Contributions for each payroll period ending in such month (but excluding any such Elective Contributions in excess of 6% of the Section 401(k) Member’s Compensation for that payroll period). The amount of Matching Contributions otherwise required to be made by an Employer for any month shall be reduced by the amount of any available forfeitures under Section 4.3 (or Section 3.4.3).

3.2.2 Payment . Matching Contributions for a month shall be paid in cash to the Trustee during or as soon as reasonably practicable after the end of such month.

3.2.3 Matching Contributions Only for Permissible Elective Contributions . No Matching Contributions shall be made with respect (i) to amounts distributable (or recharacterized as Catch-up Contributions) pursuant to Section 3.3.4, (ii) Elective Contributions in excess of the Elective Deferral Limit as described in Section 3.1.6, or (iii) ) with respect to Catch-up Contributions or Elective Contributions designated as Catch-up Contributions but which fail to qualify as such as provided in Section 16.6. Any amounts paid into the Fund with the intention that they constitute Matching Contributions with respect to such amounts shall be retained in the Fund and applied to meet the obligation of the Employer to make contributions under this Article III.

3.3 Section 401(k) Limit on Elective Contributions .

3.3.1 In General . Notwithstanding anything in this Plan to the contrary, Elective Contributions for any Plan Year for a Section 401(k) Member who is a Highly Compensated Employee for that Plan Year shall be reduced if and to the extent deemed necessary or advisable by the Committee in order that the “average deferral percentage” (as defined in Section 3.3.2) for Section 401(k) Members who are Highly Compensated Employees for that Plan Year shall not exceed the percentage determined in the following schedule, based on the average deferral percentage for the Applicable Plan Year for all Section 401(k) Members who are not Highly Compensated Employees for such Applicable Plan Year:

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Column 1		Column 2
Average Deferral Percentage for Section 401(k) Members		Average Deferral Percentage for Section 401(k) Members
Who Are Not Highly Compensated		Who Are Highly Compensated
Employees for the Applicable Plan		Employees for the Plan Year
Year Less than 2%		Two (2) times the percentage in Column 1

2% - 8%		The percentage in Column 1, plus 2%

More than 8%		One and one-quarter (1-1/4) times the percentage in Column 1

The status of an individual as a non-Highly Compensated Employee for an Applicable Plan Year shall be determined based on the definition of Highly Compensated Employee in effect for such Applicable Plan Year.

3.3.2 Determination of Average Deferral Percentages . Notwithstanding anything in this Plan to the contrary, for purposes of this Section 3.3, the average deferral percentage for any group of individuals for a Plan Year (including an Applicable Plan Year) means the average of the individual ratios, for each person in such group, of (i) his share of Elective Contributions (exclusive of Catch-up Contributions) for the Plan Year to (ii) his Total Earnings for such Plan Year (or, if applicable, the portion thereof in which the individual is both a Member and an Eligible Employee). The individual ratios, and the average deferral percentage for any group of individuals, shall be calculated to the nearest one-hundredth of one percent (0.01%). For purposes of calculating the average deferral percentage, Qualified Nonelective Contributions under Section 3.5.4 may be taken into account as Elective Contributions if the conditions of the applicable regulations under section 401(k) of the Code (set forth as Treas. Reg. § 1.401(k)-2(a)(6) effective January 1, 2006, and previously as Treas. Reg. § 1.401(k)-1(b)(5)) and other applicable guidance are met. The Committee shall determine, during and as of the end of each Plan Year, the average deferral percentages relevant for purposes of this Section 3.3, based on Members’ Contribution Agreements and projected Total Earnings then in effect for Section 401(k) Members. If, based on such determination, the Committee concludes that a reduction in the Elective Contributions made for any Section 401(k) Member is necessary or advisable in order to comply with the limitations of this Section 3.3, he shall so notify each affected Section 401(k) Member and his Employer of the reduction he deems necessary or desirable for this purpose. In such event, the allowable Elective Contributions under Section 3.1.1 shall be reduced in accordance with the direction of the Committee, and the Contribution Agreement of each Section 401(k) Member affected by such determination shall be modified accordingly. Any such reduction may apply either to all Section 401(k) Members, only to Section 401(k) Members who are Highly Compensated Employees, or to any other group as the Committee shall determine, in such manner as the Committee shall determine.

3.3.3 Calculation of Excess Contributions . Notwithstanding anything in this Plan to the contrary, for purposes of this Section 3.3, the amount of “Excess Contributions”

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for Highly Compensated Employees means, with respect to any Plan Year, the excess of (a) the aggregate amount of Elective Contributions (exclusive of Catch-up Contributions) actually paid into the Plan on behalf of Highly Compensated Employees for such Plan Year, over (b) the maximum amount of Elective Contributions permitted for such Plan Year under the limitations set forth in Section 3.3.1, determined by reducing the amount of Elective Contributions to be permitted on behalf of Highly Compensated Employees in the order of their individual ratios (as determined under Section 3.3.2) beginning with the highest of such ratios.

3.3.4 Correction by Distribution (or Recharacterization as Catch-up Contributions) .The aggregate amount of any Excess Contributions determined for any Plan Year under Section 3.3.3 shall be distributed in cash to Highly Compensated Employees on the basis of the respective amounts of Elective Contributions (and amounts taken into account as Elective Contributions) made on their behalf, reducing the largest amounts of Elective Contributions first, and successively to the extent necessary until the entire amount of such Excess Contributions is distributed. Notwithstanding the foregoing, to the extent that the Highly Compensated Employee (i) is eligible to make Catch-up Contributions under Article XVI and has failed to make the maximum dollar amount of such Catch-up Contributions permitted for such Plan Year under Section 16.4, the amount otherwise distributable hereunder shall instead be recharacterized as Catch-up Contributions and retained in the Plan up to the excess of such dollar limit in Section 16.4 over the amount of Catch-up Contributions otherwise made for such year under Article XVI.

3.3.5 Time and Manner of Corrective Distribution . The amount of Excess Contributions for any Highly Compensated Employee for any Plan Year not recharacterized as Catch-up Contributions under Section 3.3.4 shall be distributed in cash to such Highly Compensated Employee no later than March 15 of the following Plan Year if possible, and in any event no later than the close of such following Plan Year. If such Member’s Account is invested in more than one Investment Fund, such distribution shall be made pro rata, to the extent practicable, from all such Investment Funds. The amount thus distributed shall be adjusted for income or loss attributable thereto for the Plan Year for which such amount was paid into the Plan and, effective for the Plan Years 2006 and 2007, for the period from the last day of the Plan Year to the date of distribution or such date within seven business days prior thereto as the Plan recordkeeper shall determine to be practicable.

3.3.6 Adjustment of Contributions Based on Limit on Annual Additions . Notwithstanding any of the foregoing provisions to the contrary, a Member may, at such time and in such manner as the Committee may prescribe, suspend or change the amount of reduction in Compensation provided for under any applicable Contribution Agreement in order to avoid an allocation of contributions to his Account which would violate the limitations of this Section 3.3, Section 3.4 or Article VI.

3.4 Section 401(m) Limit on Matching Contributions .

3.4.1 In General . Notwithstanding anything in this Plan to the contrary, Matching Contributions for any Plan Year for a Section 401(k) Member who is a Highly Compensated Employee for that Plan Year shall be reduced if and to the extent deemed necessary or advisable by the Committee in order that the “contribution percentage” for Section

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401(k) Members who are Highly Compensated Employees for that Plan Year shall not exceed the percentage determined in the following schedule, based on the “contribution percentage” for the Applicable Plan Year for all Section 401(k) Members who are not Highly Compensated Employees for the Plan Year:


Column 1		Column 2
Contribution Percentage for Section 401(k) Members Who		Contribution Percentage for Section 401(k) Members
Are Not Highly Compensated		Who Are Highly Compensated
Employees for the Applicable Plan Year		Employees for the Plan Year

Less than 2%		Two (2) times the percentage in Column 1

2% - 8%		The percentage in Column 1, plus 2%

More than 8%		One and one-quarter (1-1/4) times the per- centage in Column 1

In determining the permitted Contribution Percentage for Highly Compensated Employees, the Applicable Plan Year for non-Highly Compensated Employees shall be the same as determined under Section 3.3.1. The status of an individual as a non-Highly Compensated Employee for an Applicable Plan Year shall be determined based on the definition of Highly Compensated Employee in effect for such Applicable Plan Year.

3.4.2 Determination of Contribution Percentages . Notwithstanding anything in this Plan to the contrary, for purposes of this Section 3.4, the “contribution percentage” for any group of individuals means the average of the individual ratios, for each person in such group, of (a) his share of Matching Contributions for the Plan Year (including an Applicable Plan Year) to (b) his Total Earnings for such Plan Year (or, if applicable, the portion thereof in which the individual is both a Member and an Eligible Employee). The individual ratios, and the “contribution percentage” for any group of individuals, shall be calculated to the nearest one-hundredth of one percent (0.01%). For purposes of calculating the contribution percentage, Qualified Nonelective Contributions under Section 3.5.4 and Elective Contributions under Section 3.1.1 may be taken into account as Matching Contributions if the conditions of the applicable regulations under section 401(m)(3) of the Code (which are set forth in Treas. Reg. § 1.401(m)-1(b)(5) prior to January 1, 2006 and thereafter Treas. Reg. § 1.401(m)-2(a)(6)) and other applicable guidance, are met to the extent such contributions are not taken into account for purposes of the average deferral percentage test pursuant to Section 3.3.2. If, based on a review of Contribution Agreements and projected Total Earnings similar to those described in Section 3.3.2, the Committee shall conclude that a reduction in the Matching Contributions made for any Member is necessary or advisable in order to comply with the limitations of this Section 3.4 for any Plan Year, the amount of such contributions shall be reduced in accordance with the direction of the Committee. Without limiting the generality of the foregoing, any such reduction may be made applicable to all Section 401(k) Members, only to Section 401(k) Members who

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are Highly Compensated Employees, or to any other group as the Committee shall determine, and in such manner as the Committee shall determine.

3.4.3 Treatment of Excess Matching Contributions . Notwithstanding anything in this Plan to the contrary, for purposes of this Section 3.4, the amount of “excess Matching Contributions” for any Highly Compensated Employees means, with respect to any Plan Year, the excess of (a) the total aggregate amount of Matching Contributions actually paid into the Plan on behalf of Highly Compensated Employees for such Plan Year, over (b) the maximum amount of Matching Contributions permitted for such Plan Year under the limitations set forth in Section 3.4.2, determined by reducing the amount of Matching Contributions permitted on behalf of the Highly Compensated Employee in the order of their individual ratios (as determined under Section 3.4.2) beginning with the highest such ratio. The aggregate amount of excess Matching Contributions so determined for any Plan Year shall be attributed to Highly Compensated Employees on the basis of the respective amounts of Matching Contributions made on their behalf, reducing the largest amounts of Matching Contributions first, and successively to the extent necessary until the entire amount of such excess Matching Contributions is allocated. The amount so attributed to a Highly Compensated Employee shall be forfeited if not vested and the amounts so forfeited shall be applied to reduce contributions by the Employer hereunder. Any excess Matching Contributions not so forfeited shall be paid to the Member. Such payment shall be made in cash no later than March 15 of the following Plan Year if possible, and in any event no later than the close of the following Plan Year.

3.4.4 Income on Excess Matching Contributions . The amount of excess Matching Contributions distributed or forfeited pursuant to Section 3.4.3 shall be adjusted for income or loss attributable thereto for the Plan Year for which such excess was paid into the Plan and, effective for the Plan Years 2006 and 2007, for the period from the last day of the Plan Year to the date of distribution or such date within seven business days prior thereto as the Plan recordkeeper shall determine to be practicable. If any Account from which a distribution or forfeiture is to be made pursuant to this Section 3.4 is invested in more than one Investment Fund, such distribution or forfeiture shall be made pro rata, to the extent practicable, from all such Investment Funds.

3.5 Special Rules .

3.5.1 Multiple Arrangements for Highly Compensated Employees Combined . If more than one plan providing a cash or deferred arrangement, or for matching contributions, or employee contributions (within the meaning of sections 401(k) and 401(m) of the Code) is maintained by the Employer or an Affiliate, the individual ratios of any Highly Compensated Employee who participates in more than one such plan or arrangement shall, for purposes of determining the “average deferral percentage” (as defined in Section 3.3.2) and “contribution percentage” (as defined in Section 3.4.2) for all such arrangements, be determined as if all such arrangements were a single plan or arrangement.

3.5.2 Aggregation of Plans . In the event that this Plan satisfies the requirements of section 410(b) of the Code only if aggregated with one or more other plans, then this Article III shall be applied by determining the “average deferral percentage” and

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“contribution percentage” of Members as if all such plans were a single plan. Plans may be aggregated under this Section 3.5.2 only if they have the same plan year.

3.5.3 Status as Section 401(k) Member . For purposes of Sections 3.3 and 3.4, an individual shall be treated as a Section 401(k) Member for a Plan Year if he so qualifies for any part of the Plan Year, and whether or not his right to share in Elective Contributions has been suspended under Section 3.1.5. Notwithstanding the foregoing, in applying such Sections an individual shall not be treated as a Section 401(k) Member for an Applicable Plan Year during which he is not a Highly Compensated Employee except for periods after he has met the minimum age and service requirements of section 410(a)(1)(A) of the Code, if (a) the Committee elects to exclude all employees who have not met such minimum age and service requirements in accordance with section 410(b)(4)(B) of the Code, and (b) the Plan complies with section 410(b) of the Code on that basis.

3.5.4 Qualified Nonelective Contributions . For each Plan Year that the Plan is in effect, each Employer may contribute to the Fund, in cash, such additional amounts (if any) as the Board of Directors shall, in its sole discretion, determine to be necessary or desirable in order to meet the requirements of Sections 3.3 and 3.4 for such Plan Year. The Board of Directors shall designate any such amounts as “qualified nonelective contributions” within the meaning of section 401(m)(4)(C) of the Code (“QNECs”) and shall determine the group of Members eligible to share in such qualified nonelective contributions, the method of apportionment under which such eligible Members shall share in such contributions and the Accounts under the Plan in which such contributions, together with the Investment Adjustments attributable thereto, shall be maintained. Such additional contributions shall be credited, as of the last day of the Plan Year for which made, to the Accounts of such eligible Members and shall be paid to the Trust Fund no later than October 15 of the following Plan Year. Anything in this Plan to the contrary notwithstanding, each Member shall at all times have a fully vested and nonforfeitable right to 100% of the amounts in his Accounts attributable to QNECs at all times, and such contributions shall be treated as Elective Contributions for purposes of determining whether they may be distributed under the Plan except as otherwise provided in Section 7.2.3. At the direction of the Committee, QNECs may be used to satisfy the Average Deferral Percentage test under Section 3.3.2 if applicable regulations under section 401(k) of the Code (which are set forth in Treas. Reg. § 1.401(k)-2(b)(6) effective January 1, 2006) and other applicable guidance are met, or the Contribution Percentage test under Section 3.4.2 if applicable regulations under section 401(m)(3) of the Code (which are set forth in Treas. Reg. § 1.401(m)-2(a)(6) effective January 1, 2006) and other applicable guidance are met. QNECs shall be nonforfeitable when made without regard to the age and service of the Members to whom they are allocated, and for Plan Years beginning on or after January 1, 2006, shall not exceed five percent of Total Earnings in the case of Members who are non-Highly Compensated Employees (or, if greater, twice the Plan’s representative contribution rate as defined in Treas. Reg. § 1.401(k)-2(a)(6)(iv) or any successor regulation).

3.6 Rollovers . An Eligible Employee shall be entitled to make a contribution in the form of a direct rollover to the Plan (“Rollover Contribution”) upon furnishing evidence satisfactory to the Committee that such contribution qualifies as an “eligible rollover distribution” from a qualified plan described in section 401(a) or 403(a) of the Code, an annuity contract described in section 403(b) of the Code, an eligible plan under section 457(b) of the

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Code which is maintained by a state, political subdivision of a state; provided, that no such rollover shall include any after-tax contributions. All Rollover Contributions shall be received and held in the Fund, and shall be credited to the Eligible Employee’s Rollover Account as of such date as the Committee shall specify. At the time a Rollover Contribution is made, the Eligible Employee shall designate (in a manner consistent with Section 5.3) how that Rollover Contribution is to be allocated among the Investment Funds, without regard to the manner in which his other Accounts (if any) are invested; thereafter, reallocation of Account balances (including the Rollover Account) may be made only in accordance with the provisions of Section 5.3. An Eligible Employee who makes a Rollover Contribution shall be deemed a Member solely with respect to his Rollover Account until he otherwise becomes a Member in accordance with Section 2.1.

3.7 Maximum Limit on Allocation . If the allocations to a Member’s Accounts otherwise required under this Plan for any Plan Year would cause the limitations of Article VI to be exceeded for that Plan Year, contributions (and forfeitures in lieu thereof) under this Article III shall be reduced to the extent necessary in order to comply with the limitations of Article VI, with such reductions to be made first to Elective Contributions which do not relate to Matching Contributions (i.e., Elective Contributions for any payroll period in excess of 6% of the Member’s Compensation for such payroll period), and then to the Member’s remaining Elective Contributions and Matching Contributions relating thereto.

3.8 Form and Time of Payment . Elective Contributions shall be transferred to the Trust Fund in cash as soon as administratively practicable after they are deducted from the Compensation of the Member and, except as may be occasionally required by bona fide administrative considerations, shall in no event be transferred before the applicable election is made, or before the performance of services with respect to which such Compensation is paid (or when such Compensation would be currently available, if earlier). QNECs shall be made in cash no later than the time prescribed by Section 3.5.4.

3.9 Contributions May Not Exceed Amount Deductible . In no event shall contributions under this Article III for any taxable year exceed the maximum amount (including amounts carried forward) deductible for that taxable year under section 404(a)(3) of the Code.

3.10 Contributions Conditioned on Deductibility and Plan Qualification . Notwithstanding any other provision of the Plan, each contribution by an Employer under this Article III is conditioned on the deductibility of such contribution under section 404 of the Code for the taxable year for which contributed, and on the initial qualification of the Plan under section 401(a) of the Code.

3.11 Expenses . Except to the extent paid by an Employer, the expenses of the administration of the Plan shall be deemed to be expenses of the Fund and shall be paid therefrom.

3.12 No Employee Contributions . Other than as provided in Section 3.6, Members shall not be eligible to make contributions under the Plan. (Elective and Matching Contributions, and qualified nonelective contributions made pursuant to Section 3.5.6, are to be

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treated solely as contributions made by the contributing Employer, and are not to be treated for any purpose as contributions made by a Member.)

3.13 Profits Not Required . Each Employer shall, notwithstanding any other provision of the Plan, make all contributions to the Plan without regard to current or accumulated earnings and profits. Notwithstanding the foregoing, the Plan shall be designated to qualify as a profit-sharing plan for purposes of sections 401(a), 402, 404, 412 and 417 of the Code.

3.14 Contributions for Military Service . Effective December 12, 1994, notwithstanding any provisions of this Plan to the contrary, contributions and service credit shall be made with respect to a period in which an individual would have been an Eligible Member but for his Military Service (as defined in Section 1.28.3) to the extent required by Chapter 43 of Title 38 of the United States Code (USERRA). The amount of any such Elective Contributions and of Matching Contributions in respect thereof shall be based upon such individual’s election made following his return to employment with the Employer following such Military Service (and within the time during which he had reemployment rights) in accordance with procedures established by the Committee; provided that no such Elective Contributions may exceed the amount the individual would have been permitted to elect to contribute had the individual remained continuously employed by the Employer throughout the period of such Military Service (and Matching Contributions shall be limited accordingly). Such contributions shall be taken into account as Annual Additions for purposes of Section 3.3.4 and Article VI in the Limitation Year to which they relate, and for purposes of applying the Elective Deferral Limit or limit on Catch-up Contributions in Section 16.4 in the calendar year to which they relate, rather than in the Limitation Year or calendar year in which made, and shall be disregarded for purposes of applying the limits described in Sections 3.3 and 3.4. Any such contribution shall be made no later than five years from the date of such return to employment or, if less, a period equal to three times the period of such Military Service.

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ARTICLE IV

Vesting

4.1 Elective Account and Rollover Account . A Member’s interest in his Elective Account and Rollover Account shall have a Vested Percentage of 100% and be nonforfeitable at all times.

4.2 Matching Account .

4.2.1 Vesting Schedule . Upon a Member’s Termination of Employment for a reason other than death, retirement at or after his Normal Retirement Date, or Disability, he shall be entitled to receive the Vested Percentage of the balance in his Matching Account, determined on the basis of the Member’s Years of Service as follows:

4.2.1.1 Matching Contributions Prior to January 1, 2002 . The Vested Percentage with respect to Matching Contributions made for periods ending prior to January 1, 2002 shall be:


Years of Service		Vested Percentage
less than 5		0%
5 or more		100%

4.2.1.2 Matching Contributions After January 1, 2002 . The Vested Percentage with respect to Matching Contributions made for periods on or after January 1, 2002 (his “post-2001 Matching Account”) is:

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Years of Service		Vested Percentage
1		0%
2		20%
3		40%
4		60%
5 or more		100%

A Member who had a vested or partially vested account under Part III of the Arrow Electronics ESOP and Capital Accumulation Plan on January 1, 1984 shall have a Vested Percentage of 100%, without regard to his actual Years of Service.

4.2.2 Earlier Vesting . Notwithstanding any other provision hereof, a Member’s interest in his Matching Account shall have a Vested Percentage of 100% and be nonforfeitable: (a) on the date of his Termination of Employment by reason of death or Disability; (b) upon his attainment of his Normal Retirement Date (or any higher age) while employed by an Employer or an Affiliate; (c) when and if this Plan shall at any time be terminated for any reason; (d) upon the complete discontinuance of contributions by all Employers hereunder; or (e) upon partial termination of this Plan (within the meaning of section 411(d)(3) of the Code) if such Member is a Member affected by such partial termination. Effective January 1, 2007, a Member who dies while performing qualified military service (as defined in Section 414(u) of the Code) shall receive the same death benefits that would have been payable had he been actively employed at the time of death. Accordingly, a Member’s Account shall be fully vested upon such event irrespective of his Years of Service.

4.3 Forfeitures . The non-vested portion of a terminated Member’s Matching Account shall be forfeited upon the distribution of the vested portion of the Member’s Accounts. If such a Member is reemployed by an Employer or Affiliate before incurring five consecutive One-Year Breaks in Service, the amount so forfeited shall be restored to his Matching Account, and the Member shall resume his place on the vesting schedule set forth in Section 4.2. However, if the reemployed Member previously received a distribution from the vested portion of his “post-2001 Matching Account” (as defined in Section 4.2.1.2), his vested interest in his post-2001 Matching Account after such restoration of the non-vested balance shall be expressed by the formula:

X=P(A + D) - D

where X is the Member’s vested interest in the post-2001 Matching Account; P is the Member’s Vested Percentage in his post-2001 Matching Account determined under Section 4.2.1.2 without regard to this sentence; A is the amount of the balance of such Account after restoration; and D is the amount of the distribution previously made to him in respect of his post-2001 Matching Account. The restoration of a portion of a Member’s Matching Account shall be made first from available forfeitures and, if necessary, by a special Employer contribution made for that purpose.

4.4 Irrevocable Forfeitures . Notwithstanding anything to the contrary in this Article IV, the unvested portion of a Member’s Matching Account shall be irrevocably forfeited

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if he incurs five consecutive One-Year Breaks in Service and shall therefore not be restored for any reason, notwithstanding any subsequent reemployment.

4.5 Application of Forfeitures . Forfeitures shall be applied to reduce Employer contributions.

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ARTICLE V

Accounts and Designation of Investment Funds

5.1 Investment of Account Balances . The Committee shall direct the Trustee to divide the Fund into three or more Investment Funds, which shall have such investment objectives and characteristics as the Committee shall determine and in which a Member’s Account shall be invested according to the Member’s instructions pursuant to Sections 5.2 through 5.4. Notwithstanding its stated primary investment objectives, any Investment Fund may make or retain investments of such nature, or such cash balances, as may be necessary or appropriate in order to effect distributions or to meet other administrative requirements of the Plan.

5.2 Designation of Investment Funds for Future Contributions . A Member may designate the percentage of his share of future contributions which is to be allocated to each Investment Fund. The Committee shall from time to time determine the minimum percentage, and the multiples thereof, that may be invested in any Investment Fund. Such designation shall be given on the Appropriate Form, and the Member shall have the opportunity to obtain written confirmation of each such designation. In the event that a Member fails to make such a designation, all contributions for such Member shall be invested in the Investment Fund selected by the Committee in its sole discretion. Any designation under this Section 5.2 shall be effective as of the first date for which it can be given effect under the procedures established by the Committee, and continue in effect until changed by the filing of a new designation under this Section 5.2.

5.3 Designation of Investment Funds for Existing Account Balances . A Member may, by giving notice to the Committee on the Appropriate Form designate the percentage of the then existing balance of his Accounts which shall be invested in each Investment Fund. The Committee may from time to time determine the minimum percentage, and the multiples thereof, that may be invested in any Investment Fund, and may limit transfers among Investment Funds if and to the extent necessary to meet the requirements of any “stable value” or similar Fund that may require such a limitation. Any designation under this Section 5.3 shall be effective as of the first date for which it can be given effect under the procedures established by the Committee. A Member shall have the opportunity to obtain written confirmation of each such designation. Following a Member’s death and pending distribution in respect of his Accounts, his Beneficiary shall have the rights provided under this Section 5.3 with respect to the portion of the Accounts from which such Beneficiary will receive a distribution.

5.4 Valuation of Investment Funds . As of each Valuation Date, the Committee shall determine the net fair market value of the assets of each Investment Fund, and based on such valuation shall proportionately adjust each of a Member’s Accounts to reflect its allocable Investment Adjustment; provided, however, that no Account shall share in such allocation after the Valuation Date established for distribution thereof. A Member’s interest in each Investment Fund shall be reduced by the amount of distributions or withdrawals therefrom (including transfers to any other Investment Fund) and by any charges thereto as of such preceding Valuation Date pursuant to Sections 7.2 and 7.3 (relating to withdrawals and loans)

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and shall be increased by the amount of any transfers thereto from any other Investment Fund, in such manner as the Committee may deem appropriate.

5.5 Correction of Error . The Committee may adjust the Accounts of any or all Members or Beneficiaries in order to correct errors or rectify omissions, including, without limitation, any allocation to a Member’s Elective Account made in excess of the Elective Deferral Limit, in such manner as he believes will best result in the equitable and nondiscriminatory administration of the Plan.

5.6 Allocation Shall Not Vest Title . The fact that allocation is made and amounts credited to a Member’s Account shall not vest in such Member any right, title or interest in and to any assets except at the time or times and upon the terms and conditions expressly set forth in this Plan, nor shall the Trustee be required to segregate physically the assets of the Fund by reason thereof.

5.7 Statement of Accounts . The Committee shall distribute to each Member a statement showing his interest in the Fund at least quarterly.

5.8 Daily Valuation . The Plan shall use a daily valuation system, which generally shall mean that Accounts will be updated each Valuation Date to reflect activity for that day, such as new contributions received by the Trustee, withdrawals or other distributions, changes in the Member’s investment elections, and changes in the value of the Investment Funds under the Plan. Such daily valuation shall be dependent upon the Plan’s recordkeeper, which may be a mutual fund sponsor, receiving complete and accurate information from a variety of different sources on a timely basis. It is understood that events may occur that cause a delay or interruption in that process, affecting a single Member or a group of Members, and there shall be no guarantee by the Plan that any given transaction will be processed on a particular anticipated day. In the event of any such delay or interruption, any affected transaction will be processed as soon as administratively feasible and no attempt will be made to reconstruct events as they would have occurred absent the delay or interruption, regardless of the cause, unless the Committee in its sole discretion directs the Plan’s recordkeeper to do so.

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ARTICLE VI

Limitation on Maximum Contributions and Benefits Under all Plans

6.1 Definitions .

6.1.1 Annual Addition . For purposes of this Article VI, “Annual Addition” means the sum for any Plan Year of (a) employer contributions to a plan (or portion thereof) subject to section 415(c) of the Code maintained by an Employer or an Affiliate, (b) forfeitures under all such plans (or portions thereof), if any, credited to employee accounts, (c) employee contributions under all such plans (or portions thereof), and (d) 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. The employee contributions described in clause (c) shall be determined without regard to (i) any rollover contributions, (ii) any repayments of loans, or (iii) any prior distributions repaid upon the exercise of buy-back rights. 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.

6.1.2 Earnings . For purposes of this Article VI, “Earnings” for any Plan Year means gross compensation reportable on Form W-2 actually paid or made available by all Employers and Affiliates, determined before giving effect to any Elective Contributions under this Plan (or similar contributions under any other cash or deferred arrangement within the meaning of section 401(k) of the Code) or to any salary reduction arrangement under any cafeteria plan (within the meaning of section 125 of the Code) or, for purposes of receiving qualified transportation fringe benefits (as described in section 132(f)(4) of the Code. Effective for Plan Years beginning on or after January 1, 2008, Earnings shall not exceed the Compensation Limit. Effective January 1, 2008, Earnings shall not include amounts paid after termination of employment, unless paid for services rendered prior to termination and paid either within the calendar year of termination or no later than 2-1/2 months after the date of termination (but excluding post-severance payments in the nature of unused accrued sick, vacation or other bona fide leave payments).

6.2 Limitation on Annual Additions . Subject to Section 6.5, the aggregate Annual Additions to this Plan and all other defined contribution plans (including all plans or portions thereof subject to section 415(c) of the Code) maintained by all Employers and Affiliates for any Limitation Year beginning on or after January 1, 2002 shall not exceed the lesser of (a) $40,000 as adjusted pursuant to section 415(d) of the Code, or (b) 100 percent of the Member’s Earnings for such year.

6.3 Application . If the allocations to a Member’s Accounts otherwise required under this Plan for any Plan Year would cause the limitations of this Article VI to be

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exceeded for that Plan Year, contributions otherwise required with respect to such Member under Article III shall be reduced to the extent necessary to comply with those limitations, as provided in Section 3.7. If such reduction is not effected in time to prevent such allocations for any Limitation Year (as defined in Section 6.4) from exceeding such limitations, any such reduction shall be effected first by a distribution to the Member of Elective Contributions that did not receive Matching Contributions, then by (i) a distribution to the Member of additional Elective Contributions and (ii) a transfer to a suspense account of the Matching Contributions made with respect to such additional Elective Contribution. Any such distribution of Elective Contributions shall be limited to the extent such excess contributions were the result of a reasonable error in determining the amount of Elective Contributions permitted with respect to an individual under the limits of section 415 of the Code after taking into consideration other Annual Additions for the year. Matching Contributions transferred to such a suspense account shall be used to reduce contributions for such Member in the next Limitation Year and each succeeding Limitation Year if necessary; provided, that if the Member is not covered by the Plan at the end of the current Limitation Year, the portion exceeding the limitation of this Article VI shall be allocated and reallocated to the Accounts of all Members in the next Limitation Year before any other Annual Additions are allocated to the accounts of such Members. The suspense account will reduce future contributions for all remaining Members in the next Limitation Year, and each succeeding Limitation Year if necessary. If a suspense account is in existence at any time during the Limitation Year pursuant to this Section 6.3, it will participate in the allocation of the Fund’s investment gains and losses. In the event of a termination of the Plan, unallocated amounts held in such suspense account shall be allocated to the extent possible under this Article VI for the Limitation Year of termination. Any amount remaining in such suspense account upon termination of the Plan shall then be returned to the Employer, notwithstanding any other provision of the Plan or Trust Agreement. Reductions in benefits under this Article VI arising by reason of a Member’s participation in multiple plans shall be effected as follows: (a) Annual Additions attributable to Elective Contributions shall be reduced first, (b) any remaining Annual Additions under continuing plans shall be reduced before benefits under any terminated plan, and (c) Annual Additions under continuing plans shall be reduced in the reverse order in which Annual Additions would otherwise accrue, except as any such plan may otherwise expressly provide. The amount of Elective Contributions distributed under this Section 6.3 shall include any investment earnings allocable thereto, and the amounts so distributed shall be disregarded for purposes of applying the Elective Deferral Limit under Section 3.1.6 and for purposes of determining average deferral percentages under Section 3.3 or contribution percentages under Section 3.4. Notwithstanding the foregoing, the correction methods under the 1981 regulations set forth above shall not as such apply for limitation years beginning on or after July 1, 2007 (i.e., for Plan Years beginning on or after January 1, 2008), and in lieu thereof, corrections shall if applicable be made under the correction programs of Rev. Proc. 2008-50 or corresponding successor guidance.

6.4 Limitation Year . All determinations under this Article VI shall be made by reference to the Plan Year.

6.5 Correlation with Higher ESOP Limit . For any Plan Year in which some part of the Annual Addition for an employee is attributable to ESOP Contributions, the limitations of Section 6.2 shall be applied taking into account the special rule in section 415(c)(6) of the Code.

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ARTICLE VII

Distributions, Withdrawals and Loans

7.1 Distribution on Termination of Employment . When a Member’s employment terminates for any reason, the Vested Percentage of the balance of his respective Accounts shall be distributed to him (or, if distribution is being made by reason of death, or after his death following Termination of Employment, to his Beneficiary). Such distribution shall be made in accordance with the provisions of Article VIII. Any portion of a Member’s Accounts not so distributable shall be treated as provided in Sections 4.3 and 4.4.

7.2 Withdrawals during Employment . Subject to Section 7.11, a Member may make a withdrawal from his Accounts during employment by an Employer or Affiliate in accordance with the following provisions of this Section 7.2:

7.2.1 Rollover Account . A Member may elect, no more frequently than once in any twelve-month period nor more than twice in any sixty-month period, to withdraw from the Plan an amount in cash equal to one-half (1/2) of his Rollover Account.

7.2.2 Matching Account . A Member may elect, no more frequently than once in any twelve-month period nor more than twice in a sixty-month period, to withdraw from his Matching Account an amount in cash equal to one-half ( ¹ / 2 ) of the Vested Percentage of the balance of such Account.

7.2.3 Elective Account – Hardship Withdrawal . Before attaining age 59-1/2, a Member who is employed by an Employer or Affiliate may withdraw so much of his Elective Account as the Committee shall in a uniform and nondiscriminatory manner determine to be necessary (based on such representations or other information as the Committee may request in his discretion) to meet any condition of hardship affecting such Member, provided that the Member has already received all other amounts available to him as a loan, or a distribution other than on account of “hardship” as herein defined, under this Plan and all other plans maintained by any Employer or Affiliate (such as but not limited to the Arrow Electronics Stock Ownership Plan). For this purpose, the term “hardship” shall mean any one or more of the following needs:

(a) Effective January 1, 2005, expenses for medical care described in section 213(d) of the Code previously incurred by the Member or the Member’s spouse or dependents (including a child of divorced parents who together provide over half the child’s support) and for which a deduction would be available under section 213 of the Code after disregarding the limitation of deductions to amounts in excess of 7.5% of adjusted gross income, or expenses necessary in order for such persons to obtain such care, provided that such expenses have not been and will not in the future be covered by insurance;

(b) Effective January 1, 2005, payment of tuition and related educational fees, including room and board (but not books), for the next 12 months of post-secondary education for the Member, the Member’s spouse, children or dependents (as defined under applicable regulations);

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(d) Effective August 1, 2006, payments necessary to prevent the eviction of the Member from his or her principal residence or foreclosure on the mortgage on that residence;

(e) Effective August 1, 2006, payments for funeral or burial expenses for the Member’s deceased parent, spouse, child or dependent (as defined under applicable regulations);

(f) Effective August 1, 2006, expenses to repair damage to a Member’s principal residence that would qualify for a casualty loss deduction under section 165 of the Code (determined without regard to whether the loss exceeds 10 percent of adjusted gross income).

(g) Prior to August 1, 2006, an immediate and heavy financial need resulting in an emergency condition in the financial affairs of a Member.

Any withdrawals under this Section 7.2.3 shall be limited to the total amount of Elective Contributions made, and investment earnings allocable thereto as of December 31, 1988, which have not previously been withdrawn, and shall exclude any amounts attributable to “qualified nonelective contributions” as defined in Section 3.5.4. The amount withdrawn under this Section 7.2.3 shall not exceed the amount necessary to meet the hardship plus the amount necessary to pay any federal, state or local income taxes or penalties that the Member reasonably anticipates will result from the withdrawal.

7.2.4 Elective Account After Age 59-1/2 . After attaining age 59-1/2, a Member may elect, no more frequently than once in any twelve-month period nor more than twice in any sixty-month period, to withdraw from the Plan all or any portion of his Elective Account.

7.2.5 Age 70-1/2 Withdrawal . A Member may elect to withdraw the entire balance of his Accounts as of April 1 following the calendar year in which he attains age 70-1/2, and thereafter, but no more than once in any calendar year after the year of the first such withdrawal, to withdraw the entire balance of his Accounts attributable to contributions made since the prior such withdrawal.

7.2.6 Withdrawal Request . A withdrawal request shall be made by filing the Appropriate Form with the Committee, which prior to August 1, 2006 may, in the discretion of the Committee require that the spouse of the Member, if any, execute a notarized written consent thereto. The Appropriate Form in the case of a withdrawal under Section 7.2.3 shall include an agreement by the Member to the suspension of contributions described in Section 3.1.5.1, and to a similar suspension of “elective deferrals” (as defined in section 402(g)(3) of the Code) and of employee contributions under this Plan and all other qualified and nonqualified plans of deferred compensation (excluding mandatory employee contributions under any defined benefit plan), or stock option, stock purchase, or similar plans, of any Employer or Affiliate for six months from the date of such withdrawal (or until January 1, 2002, if later). Each such other

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plan shall be deemed amended by reason of this provision and the Member’s execution of the Appropriate Form to the extent necessary to give full effect to such agreement.

7.2.7 Home Purchases with Mortgage . A Member shall be entitled to a hardship withdrawal under Section 7.2.3 if (a) he meets all requirements therefor other than the receipt of all amounts available to him as a loan, (b) the need is for funds to purchase a principal residence of the Member, (c) the obtaining of loans other than the mortgage loan in connection with such purchase would disqualify the Member from obtaining the necessary amount of mortgage loan, and (d) the Member demonstrates to the satisfaction of the Committee that the amount to be withdrawn for the purpose of such purchase cannot be obtained from other resources that are reasonably available to the Member (including assets of the Member’s spouse that are reasonably available to the Member).

7.3 Loans during Employment . Upon the application of a Member who has been a Member for at least twelve months, who is a “party in interest” with respect to the Plan (within the meaning of section 3(14) of ERISA), and who has not applied for a loan during the preceding six months, the Committee or its delegate (in either case, the “Loan Administrator”) shall instruct the Trustee to make a loan to such Member from his Accounts provided that such loan meets the requirements of Section 7.4. Notwithstanding the preceding sentence, an Eligible Employee may apply for a loan from his Rollover Account without regard to whether he has become a Member in accordance with Section 2.1 or to the period, if any, for which he has been a Member. The loan request, which shall specify the use to be made of the loan proceeds, shall be made on the Appropriate Form and submitted to the Loan Administrator, together with such application fee as may be required under procedures adopted by the Loan Administrator. The Loan Administrator shall notify such Member in writing within a reasonable time of the approval or denial of such loan request, and such notification shall be final. If a Member obtains a loan under this Section 7.3, his status as a Member in the Plan and his rights with respect to his Plan benefits shall not be affected, except to the extent that the Member has assigned his interest in his Accounts pursuant to the various applicable provisions of Section 7.4, and except as provided in Section 7.11. All loans shall be granted according to rules applicable to all Members on a uniform and nondiscriminatory basis. No more than two loans may be outstanding at any time. The Committee may suspend authorization for future loans to Members, but no such suspension shall affect any loan then outstanding under this Section 7.3.

7.3.1 In applying the limitations on the amount of loans permitted under this Article VII, any prior loan that is in default shall be treated as outstanding, and effective March 17, 2003, the number of loans available to a Member shall be reduced by the number of prior loans currently in default.

7.4 Loan Requirements . A loan pursuant to Section 7.3 shall not be made to a Member unless such loan meets all of the following requirements:

7.4.1 Amount . Such loan must be in an amount of not less than one thousand dollars ($1,000), and shall not exceed the lowest of (a) fifty thousand dollars ($50,000), (b) one-half of the Vested Percentage of the Member’s Account balances, or (c) such lesser amount as may be determined by the Loan Administrator in the event that the Member’s Accounts are invested (in whole or in part) in an Investment Fund that prohibits the liquidation

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of investments to fund Member loans. The limitation under clause (a) or (b) above shall be reduced by the outstanding balance (if any) of all other loans to the Member from (i) this Plan and (ii) all other “qualified employer plans” (as described in section 72(p)(4) of the Code) which are maintained by the Company or any related employer referred to in section 72(p)(2)(D) of the Code, and (iii) any contract purchased under this Plan or a plan described in the preceding clause (ii) (including any assignment or pledge with respect to such a contract). The fifty thousand dollars ($50,000) in clause (a) above shall be further reduced by the excess, if any, of the highest outstanding loan balance of all loans described in the preceding sentence during the twelve (12) month period preceding the loan, over the outstanding loan balance of all loans described in the preceding sentence. If there is a loan from another “qualified employer plan”(as described in clause (ii), above) currently outstanding, one-half the value of the Member’s vested interest under the plan from which such loan was made shall be added to the amount determined under clause (b), above, but the limitation under clause (b) shall in no event be less than the limit determined by disregarding both loans from other plans and the value of the Member’s vested interest therein.

7.4.2 Adequate Security . Such loan must be adequately secured. No more than one-half of the value of the Member’s fully vested Accounts, including his Loan Account, may be assigned as collateral security. If the Loan Administrator subsequently determines that the loan is no longer adequately secured, additional security may be required.

7.4.3 Interest . Such loan must bear interest, payable at quarterly intervals (or more frequent intervals, if the Loan Administrator shall so require), at a rate commensurate with the interest rates charged by persons in the business of lending money for loans which would be made under similar circumstances. The Loan Administrator shall at regular intervals (but not less frequently than quarterly) determine such rate on the basis of a review of pertinent information.

7.4.4 Repayment Term . Such loan must provide for substantially level amortization (within the meaning of section 72(p)(2)(C) of the Code) with payments made at least quarterly for a period to end no later than the earlier of:

(a) The expiration of a fixed term not to exceed four and one-half (4-1/2) years, or ten (10) years in the case of a loan used to acquire any dwelling unit which within a reasonable time (determined at the time the loan is made) is to be used as the principal residence of the Member (a “principal residence loan”); or

(b) The date on which distribution of the Member’s Accounts is made or otherwise commences following the Member’s Termination of Employment.

7.4.5 Suspension During Leave of Absence . Loan repayments may be suspended under the Plan during an authorized leave of absence that is either unpaid or at a rate of pay (after applicable employment tax withholding) that is less than the payments required by the loan, for up to one year, provided that the loan, including interest accrued during the period of absence, must be paid in full within five years from the date of the loan (ten years in the case of a principal residence loan). Notwithstanding the foregoing, loan repayments may be suspended for a period which is greater than a year if the Member is performing service in the

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uniformed services, as described in section 414(u)(4) of the Code. The interest rate applied to a suspended loan during such period of military service may not exceed 6%. After a suspension for military service the loan, including interest accrued during the period of absence must be paid in full within a period that does not exceed five years (ten years in the case of a principal residence loan) plus the period of military leave from the date of the loan. Once repayments begin after any suspension under this Section 7.4.5, the loan may be repaid either (i) in installments in the same amount as the original installments with a balloon payment at the end of the required period, or (ii) by increased level installments which repay the entire amount by the end of the required period.

7.4.6 Binding Agreement . Such loan must be evidenced by a legally binding agreement, either written or the legal equivalent thereof (which effective August 1, 2006 may consist of the Member’s endorsement of the loan check after notice of the applicable loan terms), containing such terms and provisions as the Loan Administrator shall in its sole discretion determine. Prior to August 1, 2006, but not thereafter (unless required under the terms of the Plan’s QDRO procedures), the Loan Administrator may require a certification or representation from the Member that he is not then legally married, or (b) consent by the Member’s spouse at the time of the making of the loan in a notarized writing executed within the 90-day period before the making of the loan. The Loan Administrator shall be entitled to rely on any such certification or representation with respect to marital status made by a Member in his request for a loan, and the Plan, the Trustee, the Committee, Employers, and their employees and agents shall be fully protected in respect of any action taken or suffered by them in reliance thereon.

7.5 Loan Expenses . The Loan Administrator may determine to charge any fees, taxes, charges or other expenses (including, without limitation, any asset liquidation charge or similar extraordinary expense) incurred in connection with a loan to the Accounts of the Member obtaining such loan. Such charges shall be imposed on a uniform and nondiscriminatory basis.

7.6 Funding .

7.6.1 Funding of Loans . A Member’s loan shall be funded solely by reduction of the Member’s Account balances as of the effective date of the loan. Unless the Member specifies a different order, such reduction shall apply to the Member’s Accounts in the following order: (1) Rollover Account; (2) Matching Account and (3) Elective Account. The loan obligation created pursuant to Section 7.4.6 shall be held by the Trustee in a Loan Fund and allocated solely to the Accounts of the Member who receives the loan. For all purposes hereunder, the value of such loan obligation at any date shall be considered to be the unpaid principal amount of the note plus accrued interest. Interest attributable to such notes shall be held in the Loan Fund until reallocation pursuant to Section 7.7.

7.6.2 Loan Account . A Loan Account shall be maintained for each Member who has been granted a loan pursuant to Section 7.3, in which shall be entered the amount of such Member’s loan. Such Loan Account shall remain in effect until such Member’s loan has been repaid and the amount in the Loan Fund attributable to his Loan Account transferred to another Investment Fund.

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7.7 Repayment . The total amount of principal and interest payments on a Member’s loan shall be allocated to the Member’s Accounts in proportion to the share of the loan funded from each Account. Unless the Member specifies a different order, such payments shall be applied to restore the Accounts in the following order: (1) Elective Account; (2) Matching Account; and (3) Rollover Account. Payments of principal and interest on a Member’s loan shall be initially deposited in the Loan Fund for allocation to such Member’s Loan Account and shall be reallocated as of the first Valuation Date coincident with or next following such deposit to such other Investment Funds as the Member shall have designated for future contributions pursuant to Section 5.2.

7.8 Valuation . The value of that portion of a Member’s Accounts to be withdrawn pursuant to Section 7.2 or that portion of a Member’s Accounts to be borrowed pursuant to Section 7.3 shall be determined as of the Valuation Date immediately following the date on which the withdrawal or loan request is received by the Committee or the Loan Administrator, as the case may be (or, if the Committee or Loan Administrator shall so direct, any later Valuation Date prior to the distribution of funds).

7.9 Allocation among Investment Funds . A Member may direct on the Appropriate Form, at such time coincident with or following his loan or withdrawal request as the Committee or Loan Administrator, as the case may be, may allow, and subject to the Committee’s or Loan Administrator’s consent, the proportions in which any withdrawal pursuant to Section 7.2 or loan pursuant to Section 7.3 shall be allocated among the Investment Funds; provided, however, that failing such direction or consent, and in all cases on or after August 1, 2006, the allocation shall be made pro rata among the Investment Funds in which each Account that is reduced to fund the loan is invested.

7.10 Disposition of Loan Upon Certain Events . Subject to the provision of Section 7.4.4 authorizing prepayment of a loan, in the event of the retirement, Termination of Employment, Disability, or death of a Member before the Member repays all outstanding loans, the unpaid balance of the loan shall be due and payable. If the loan is not repaid within 60 days following such event, the Trustee shall reduce the value of the Member’s Loan Account by the amount of the Member’s outstanding loan (including accrued interest), and before making a cash distribution to the Member or his Beneficiary. Notwithstanding the foregoing, effective October 19, 2005, if a Member ceases to be an employee of the Company or any other Employer as a result of a sale of assets or stock or similar corporate transaction, and the asset or stock purchase agreement or similar agreement so provides, any loan note held in the Account of a Member affected thereby may be transferred or rolled over from the Plan to another qualified plan maintained by the purchaser of such stock or assets (or any affiliate thereof) in accordance with such procedures as the Committee may establish therefor.

7.11 Withdrawals from Plan While Loan is Outstanding . The amount otherwise available for withdrawal from the Plan under Section 7.2 shall be reduced by the amount of any loan outstanding at the time a withdrawal request is made.

7.12 Compliance with Applicable Law . The Loan Administrator shall take such actions as he may deem appropriate in order to assure full compliance with all applicable laws and regulations relating to Member loans and the granting and repayment thereof.

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7.13 Default . A loan made pursuant to Section 7.3 shall be in default if a scheduled payment of principal or interest is not received by the Loan Administrator within thirty (30) days following the scheduled payment date. The Loan Administrator may establish a cure period during which repayment of the missing scheduled payment, plus interest, may be made, which cure period shall not continue beyond the last day of the calendar quarter following the calendar quarter in which the payment was due. Upon default, the outstanding principal amount and accrued interest of the loan shall become immediately due and payable, and the Loan Administrator may execute upon the Plan’s security interest in the Member’s Accounts to satisfy the debt; provided, however, that the execution shall not occur until such time as the Member’s Account(s) against which execution is proposed could be distributed to the Member consistent with the requirements for qualification of the Plan under section 401(a) of the Code. Furthermore, the Loan Administrator may take any other action he deems appropriate to obtain payment of the outstanding amount of principal and accrued interest, which may include accepting payments of principal and interest that were not made on schedule and permitting the loan to remain outstanding under its original payment schedule. Any costs incurred by the Loan Administrator in collecting, or attempting to collect, amounts in default shall be charged against the Member’s Accounts. If the Loan Administrator is unable to obtain payment of the outstanding principal and accrued interest (or, in his discretion, payment of only the overdue amount of such principal), the Loan Administrator shall take such further action as he deems appropriate to prevent loss to the Plan as a result of the default. Any discretion by the Loan Administrator in this regard shall be exercised in a uniform and nondiscriminatory manner.

7.14 Conversion of Loan to Hardship Distribution . If a Member fails to make timely repayment of a loan, the Loan Administrator, upon application of the Member, shall recharacterize the loan as a hardship distribution, but only if the loan proceeds were used to meet a need set forth in Section 7.2.3 and provided that the suspension requirements referred to in Section 7.2.6 are satisfied.

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ARTICLE VIII

Payment of Benefits

8.1 Payment of Benefits .

8.1.1 In General . The amounts distributable to a Member pursuant to Section 7.1 on Termination of Employment shall be paid in cash in a single sum, except as otherwise provided below. If the amount so distributable exceeds $5,000, the Member may, in lieu of a single sum payment, elect to receive distribution either (a) in two or more payments, at such times and in such amounts as he may elect, provided that each such payment other than the last shall be not less than $1,000, or (b) in substantially equal installments over 5, 10, 15 or 20 years, to be made monthly, quarterly, or annually as the Member may elect. A Member may prospectively revoke any election described in clause (a) or (b) above and substitute therefor a different election of any of such forms, or an election of a single sum payment, which shall apply to the then remaining balance in his Vested Accounts. Any undistributed balance of a Member’s Accounts shall continue to be adjusted in accordance with Article V until distribution thereof is completed. Distribution shall not be made without the Member’s consent, in writing or its equivalent, prior to the time that distribution is required under Section 8.6 unless the total vested balance of the Member’s Accounts (including his Rollover Account) does not exceed $5,000. In the event that a Member is ineligible to, and/or does not elect to receive, distribution in two or more payments or in installments as above provided, and the Committee determines that the vested balance of the Member’s Accounts does not exceed $5,000, distribution of such vested balance shall be made in a lump sum after (x) the Member has been notified that such a small benefit cashout is to be made and of his right to receive such distribution as a direct rollover, (y) the Member’s election to receive cash or a direct rollover is received or the time for making such election has expired, and (z) the amount so distributable does not rise to more than $5,000 as of the date used to review Account values for purposes of distribution under the procedures adopted by the Plan recordkeeper. Except as the Member otherwise elects, expressly or by failure to request distribution after receipt of notice advising of the right to so elect, distribution shall in all events commence no later than 60 days after the close of the Plan Year in which occurs the later of his most recent Termination of Employment or his Normal Retirement Date, except to the extent a contribution pursuant to Article III of the Plan which the Member is entitled to share in has not yet been acquired by the Fund.

8.1.2 Default Rollover of Small Benefits Cashouts . Notwithstanding the foregoing, for distributions to a Member on or after March 28, 2005 and prior to the Member’s Normal Retirement Date, in the event that the amount of the distribution exceeds $1,000 but does not exceed $5,000, and the Member does not make an election whether or not to directly rollover his distribution within the time and in the manner prescribed by the Committee, such distribution shall be made to an individual retirement account selected by the Committee and meeting the requirements for the “safe harbor” regulations issued by the Department of Labor, 29 C.F.R. section 2520.404a-2 (or any corresponding successor regulations).

8.1.3 Notice Period . If a distribution is one to which sections 401(a)(11) and 417 of the Code do not apply, such distribution may commence less than 30 days after the notice required under Treas. Reg. section 1.411(a)-11(c) provided that: (a) the Committee

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clearly informs the Member that the Member has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (b) the Member, after receiving the notice, affirmatively elects a distribution.

8.2 Death Benefits .

8.2.1 In General . In the event of the death of a Member prior to his Termination of Employment, the balances in his Accounts shall be distributed to his Beneficiary. If the Beneficiary is the Member’s spouse, the spouse shall be entitled to receive distribution beginning within 90 days of the Member’s death if reasonably practicable and otherwise as soon as practicable, or, if the Member had attained his Normal Retirement Date prior to his death, beginning not later than 60 days following the close of the Plan Year in which his death occurs.

8.2.2 Installment Payments on Death . If so elected by the Member prior to his death, or thereafter by his Beneficiary, payments following a Member’s death may be paid in substantially equal installments over 5, 10, 15, or 20 years from the Member’s death, to be made monthly, quarterly or annually as specified in such election. Any amount so distributable shall be held in the Member’s Accounts, invested pursuant to the provisions of Section 5.4, and adjusted as provided in Section 5.5 until distribution is completed. Notwithstanding the foregoing, if the total vested account of Member allocable to a Beneficiary does not exceed $5,000, the distribution shall be subject to the small benefit cashout rules set forth in Sections 8.1.1 and 8.1.2 as if the Beneficiary were a Member.

8.3 Non-Alienation of Benefits . Except as otherwise required by a “qualified domestic relations order” (as defined in section 414(p) of the Code), or by other applicable law recognized as a permitted exception to this provision by section 401(a)(13) of the Code and regulations thereunder, no benefit, interest, or payment under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary or involuntary, and no attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be valid nor shall any such benefit, interest, or payment be in any way liable for or subject to the debts, contracts, liabilities, engagements or torts of the person entitled to such benefit, interest, or payment or be subject to attachment, garnishment, levy, execution or other legal or equitable process.

8.4 Doubt as to Right to Payment . In the event that at any time any doubt exists as to the right of any person to any payment hereunder or the amount or time of such payment (including, without limitation, any case of doubt as to identity, or any case in which any notice has been received from any other person claiming any interest in amounts payable hereunder, or any case in which a claim from other persons may exist by reason of community property or similar laws), the Committee shall be entitled, in its discretion, to direct the Trustee to hold such sum as a segregated amount in trust until such right or amount or time is determined or until order of a court of competent jurisdiction, or to pay such sum into court in accordance with appropriate rules of law in such case then provided, or to make payment only upon receipt of a bond or similar indemnification (in such amount and in such form as is satisfactory to the Committee).

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8.5 Incapacity . If any benefits hereunder are due to a legally incompetent person, the Committee may, in its sole discretion, direct that any distribution due such person be made (a) directly to such person, or (b) to his duly appointed legal representative, and any distribution so made shall completely discharge the liabilities of the Plan therefor.

8.6 Time of Commencement of Benefits .

8.6.1 Subject to Sections 8.6.2 through 8.6.5, payment to a Member under this Article VIII shall be made or commenced not later than the 60th day after the close of the Plan Year in which occurs the later of his most recent Termination of Employment or his Normal Retirement Date.

8.6.2 Distribution of the benefits of a Member shall be required hereunder (a) for a Member who is a five percent (5%) owner with respect to the Plan Year in which he attained age 70-1/2, by April 1 following such year, and (b) in any other case, by April 1 following the calendar year in which the Member attains age 70-1/2 or terminates employment, whichever is later. Distributions shall be made pursuant to this Section 8.6.2 as though the Member had retired.

8.6.3 If a Member receives a single sum distribution pursuant to Section 8.6.2, any contributions made to the Plan subsequently (and any forfeitures in lieu thereof) allocable to the Member’s Accounts shall be paid to the Member as soon as practicable after the end of the Plan Year for which such contributions are made.

8.6.4 Notwithstanding any provisions of this Plan to the contrary, in the event that the amount of a payment required to commence on the date otherwise determined under this Plan cannot be ascertained by such date, or if it is not possible to make such payment on such date because the Committee has been unable to locate the Member (or, in the case of a deceased Member, his Beneficiary) after making reasonable efforts to do so, a payment retroactive to such date may be made no later than 60 days after the earliest date on which the amount of such payment can be ascertained under this Plan or the date on which the Member (or Beneficiary) is located, whichever is applicable.

8.6.5 Notwithstanding any provision of the Plan to the contrary, with respect to distributions under the Plan made for calendar years, 2001 and 2002, the Plan will apply the minimum distribution requirements of section 401(a)(9) of the Code, including the incidental death benefit requirement, in accordance with the regulations under section 401(a)(9) that were proposed on January 17, 2001, and for the calendar year 2003 in accordance with the regulations under section 401(a)(9) published on April 17, 2002, and thereafter in accordance with the final regulations under section 401(a)(9) published on June 15, 2004.

8.6.6 Effective with respect to the 2009 calendar year, no minimum required distribution shall be required or made in respect of such calendar year absent an affirmative election on the Applicable Form by the Member to the contrary in accordance with such procedures as the Committee shall establish.

8.7 Payments to Minors . If at any time a person entitled to receive any payment hereunder is a minor, such payment may, in the sole discretion of the Committee, be

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made for the benefit of such minor to his parent, guardian or the person with whom he resides, or to the minor himself, and the release of any such parent, guardian, person or minor shall be a valid and complete discharge for such payment.

8.8 Identity of Proper Payee . The determination of the Committee as to the identity of the proper payee of any payment and the amount properly payable shall be conclusive, and payment in accordance with such determination shall constitute a complete discharge of all obligations on account thereof.

8.9 Inability to Locate Distributee . Notwithstanding any other provision of the Plan, in the event that the Committee cannot locate any person to whom a payment is due under this Plan, the benefit in respect of which such payment is to be made shall be forfeited at such time as the Committee shall determine in its sole discretion (but in all events prior to the time such benefit would otherwise escheat under any applicable law); provided, that such benefit shall be reinstated if such person subsequently makes a valid claim for such benefit prior to termination of the Plan.

8.10 Estoppel of Members and Their Beneficiaries . The Employer, Committee and Trustee may rely upon any certificate, statement or other representation made to them by any employee, Member, spouse or other beneficiary with respect to age, length of service, leave of absence, date of Termination of Employment, marital status or other fact required to be determined under any of the provisions of this Plan, and shall not be liable on account of the payment of any moneys or the doing of any act in reliance upon any such certificate, statement or other representation. Any such certificate, statement or other representation made by an employee or Member shall be conclusively binding upon such employee or Member and his spouse or other beneficiary, and such employee, Member, spouse or beneficiary shall thereafter and forever be estopped from disputing the truth and correctness of such certificate, statement or other representation. Any such certificate, statement or other representation made by a Member’s spouse or other beneficiary shall be conclusively binding upon such spouse or beneficiary, and such spouse or beneficiary shall thereafter and forever be estopped from disputing the truth and correctness of such certificate, statement or other representation.

8.11 Qualified Domestic Relations Orders .

8.11.1 Definition . For purposes of this Section 8.11, “Qualified Domestic Relations Order” means any judgment, decree or order (including approval of a property settlement) made pursuant to a state domestic relations law (including a community property law) which relates to the provision of child support, alimony payments or marital property to a spouse, former spouse, child or other dependent of a Member and which creates or recognizes the existence of a right of (or assigns such a right to) such spouse, former spouse, child or other dependent (the “Alternate Payee”) to receive all or a portion of the benefits payable with respect to a Member under the Plan. A Qualified Domestic Relations Order must clearly specify the amount or percentage of the Member’s benefits to be paid to the Alternate Payee by the Plan (or the manner in which such amount or percentage is to be determined). A Qualified Domestic Relations Order (a) may not require the Plan (i) to provide any form or type of benefits or any option not otherwise provided under the Plan, (ii) to pay benefits to an Alternate Payee under such order which are required to be paid to another Alternate Payee under another such order

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previously filed with the Plan, or (iii) to provide increased benefits (determined on the basis of actuarial equivalents), but (b) may require payment of benefits to the Alternate Payee under the order (i) at any time after the date of the order, (ii) as if the Member had retired on the date on which such payment is to begin under such order (taking into account only the benefits in which the Member is then vested) and (iii) in any form in which such benefits may be paid to the Member.

8.11.2 Distributions . The Committee shall recognize and honor any judgment, decree or order entered on or after January 1, 1985 under a state domestic relations law which the Committee determines to be a Qualified Domestic Relations Order in accordance with such reasonable procedures to determine such status as the Committee shall establish. Without limitation of the foregoing, the Committee shall notify a Member and the person entitled to benefits under a judgment, decree or order which purports to be a Qualified Domestic Relations Order of (a) the receipt thereof, (b) the Plan’s procedures for determining whether such judgment, decree or order is a Qualified Domestic Relations Order and (c) any determination made with respect to such status. During any period during which the Committee is determining whether any judgment, decree or order is a Qualified Domestic Relations Order, any amount which would have been payable to any person pursuant to such order shall be separately accounted for (and adjusted to reflect its appropriate share of the Investment Adjustment as of each Valuation Date pursuant to Article V) pending payment to the proper recipient thereof. Any such amount, as so adjusted, shall be paid to the person entitled to such payment under any such judgment, decree or order if the Committee determines such judgment, decree or order to be a Qualified Domestic Relations Order within 18 full calendar months commencing with the date on which the first payment would be required to be made under such judgment, decree or order. If the Committee is unable to make such a determination within such time period, payment under the Plan shall be as if such judgment, decree or order did not exist and any such determination made after such time period shall be applied prospectively only. Distribution to an Alternate Payee under a Qualified Domestic Relations Order shall be made on a pro rata basis from the Member’s Accounts in such manner as the Committee shall direct.

8.11.3 Alternate Payee’s Beneficiary . In the event that an Alternate Payee is entitled under a Qualified Domestic Relations Order to designate a Beneficiary for the Alternate Payee’s interest in the Plan and fails to do so or such designation fails to be effective (such as by reason of the prior death of the designated individual and the absence of any effective alternative designation), the Alternate Payee’s Beneficiary with respect to such interest shall be the Alternate Payee’s estate.

8.12 Benefits Payable Only from Fund . All benefits payable under this Plan shall be paid or provided solely from the Fund, and neither any Employer nor its shareholders, directors, employees or the Committee shall have any liability or responsibility therefor. Except as otherwise provided by law, no Employer assumes any obligations under this Plan except those specifically stated in the Plan.

8.13 Prior Plan Distribution Forms . The portions of the Accounts of Members attributable to balances transferred from prior plans will be eligible for installment or annuity forms of distributions that were available under such plans if distribution in respect thereof is to commence as of a date on or before February 1, 2002, and the Member’s vested Accounts at

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termination of employment exceed $5,000. Otherwise, all amounts distributable to a Member whose employment terminates for any reason shall be paid in accordance with the foregoing provisions of this Article VIII.

8.14 Restrictions on Distribution . A Member’s Elective Account shall not be distributable prior to his severance from employment, disability, death, or attainment of age 59-1/2 except in cases of (a) hardship to the extent provided in Section 7.2.3 or (b) a lump sum distribution made upon termination of the Plan without establishment or maintenance of another defined contribution plan (other than an employee stock ownership plan as defined in section 4975(e)(7) of the Code) within the meaning of applicable regulations.

8.15 Direct Rollover of Eligible Rollover Distributions . Notwithstanding any provisions of this Plan that would otherwise limit a Distributee’s election under this Section 8.15, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid in a Direct Rollover directly to an Eligible Retirement Plan specified by the Distributee.

8.15.1 Definitions . For purposes of this Section 8.15, the following terms shall have the meanings specified below:

8.15.1.1 Eligible Rollover Distribution . Any distribution of all or any portion of the balance to the credit of a Distributee under the Plan, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequent than annual) made for the life (or life expectancy) of the Distributee or the joint lives (or life expectancies) of the Distributee and the Distributee’s Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; the portion of any distribution that is not includible in gross income, unless the conditions of Section 8.15.4 are satisfied; any deemed distribution occurring upon the Member’s Termination of Employment under which the Member’s account balance is offset by the amount of an outstanding Plan loan; and any hardship withdrawal.

8.15.1.2 Eligible Retirement Plan . An individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, another employer’s qualified trust described in section 401(a) of the Code, an annuity contract described in section 403(b) of the Code, or an eligible deferred compensation plan described in section 457(b) of the Code maintained by a State, a political subdivision of a State, or any agency or instrumentality of a State or political subdivision of a State and which agrees to separately account for amounts transferred into such plan from this Plan, that accepts a Distributee’s Eligible Rollover Distribution. Effective for distributions on or after January 1, 2008 an Eligible Retirement Plan shall also include a Roth IRA described in section 408A of the Code and a Distributee may make a Direct Rollover thereto, provided that prior to January 1, 2010, the Distributee meets any applicable income limitations.

8.15.1.3 Distributee. A Member, a Member’s surviving Spouse or a Member’s Spouse or former Spouse who is the Alternate Payee under a Qualified Domestic

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Relations Order (as defined in section 414(p) of the Code and Section 8.11.1) or a trust treated as such an individual.

8.15.1.4 Direct Rollover . A payment by the Plan to an Eligible Retirement Plan specified by a Distributee, in the manner prescribed by the Committee.

8.15.1.5 Non-spouse Beneficiary . Effective September 1, 2007, the term “Distributee” shall include a non-spouse Beneficiary who is an individual or a trust treated as such under applicable regulations, but a direct rollover by such a Beneficiary may be made only to an individual retirement plan described in section 408(a) or (b) of the Code, and which is established in a manner (including title) that identifies it as an IRA with respect to both the deceased Participant and the individual Beneficiary.

8.15.2 Limitation . No more than one Direct Rollover may be elected by a Distributee for each Eligible Rollover Distribution.

8.15.3 Default Procedure . If a Member (or other Distributee, if applicable) does not make a timely election whether or not to directly roll over his Eligible Rollover Distribution within a reasonable period permitted by the Committee for making such election, such distribution shall be made directly to the Member (or other Distributee, if applicable). Notwithstanding the foregoing, effective March 28, 2005, such Eligible Rollover Distributions made to a Member prior to Normal Retirement Date that exceed $1,000 but do not exceed $5,000 will be automatically rolled over to an individual retirement account, as described in Section 8.1.2.

8.15.4 After-Tax Employee Contributions . An Eligible Rollover Distribution may include after-tax employee contributions if the Eligible Retirement Plan is either:

(a) an individual retirement account described in section 408(a) of the Code or an individual retirement annuity described in section 408(b) of the Code; or

(b) an annuity plan described in section 403(a) of the Code or another employer’s qualified trust described in section 401(a) of the Code, which agrees to separately account for such after-tax employee contributions (and the earnings thereon).

8.16 Receipt of ESOP Beneficiary’s Account . Effective March 17, 2003, the Plan shall accept a direct trust-to-trust transfer from the Arrow Electronics Stock Ownership Plan (“ESOP”) of the cash proceeds allocable to all or a portion of an account in the ESOP of a deceased member of the ESOP upon election by a beneficiary of such ESOP to make such a transfer in accordance with applicable provisions of the ESOP. Upon such transfer, the ESOP beneficiary directing such transfer shall be treated as a Beneficiary under this Plan, the amount transferred shall be credited to an Account under this Plan in the name of the deceased Member that is allocable to such Beneficiary, and such Beneficiary shall have same right to direct the initial investment of the amount transferred as applies in the case of amounts received as a direct rollover to a Rollover Account. Thereafter, the Beneficiary shall have the same rights with respect to such Account that generally apply to Beneficiaries under the Plan, including the right

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to receive distribution at the times and in the forms available under Section 8.2 and the right to change the investment with respect to such Account as described in Section 5.3.

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ARTICLE IX

Beneficiary Designation

9.1 Designation of Beneficiary . Subject to the further provisions of this Article IX, each Member may designate, at such time and in such manner as the Committee shall prescribe, a Beneficiary or Beneficiaries (who may be any one or more members of his family or any other persons, executor, administrator, any trust, foundation or other entity) to receive any benefits distributable hereunder to his Beneficiary after the death of the Member as provided herein. Such designation of a Beneficiary or Beneficiaries shall not be effective for any purpose unless and until it has been filed by the Member with the Committee, provided, however, that a designation mailed by the Member to the Committee prior to death and received after his death shall take effect upon such receipt, but prospectively only and without prejudice to any payor or payee on account of any payments made before receipt by the Committee.

9.2 Spouse as Presumptive Beneficiary . Notwithstanding Section 9.1 (but subject to the provisions of Section 9.5), a Member’s sole Beneficiary shall be his surviving spouse, if the Member has a surviving spouse, unless the Member has designated another Beneficiary with the written consent of such spouse (in which consent such Beneficiary is specified by name or class, and the effect of such designation is acknowledged) witnessed by a notary public or Plan representative. Any such consent shall be irrevocable. The Committee may, in its sole discretion, waive the requirement of spousal consent if the Committee is satisfied that the spouse cannot be located, or if the Member can show by court order that he has been abandoned by the spouse within the meaning of local law, or if otherwise permitted under applicable regulations.

9.3 Change of Beneficiary . A Member may, from time to time in such manner as the Committee shall prescribe, change his designated Beneficiary or Beneficiaries, but any such designation which has the effect of naming a person other than the surviving spouse as sole Beneficiary is subject to the spousal consent requirement of Section 9.2.

9.4 Failure to Designate . If a Member has failed effectively to designate a Beneficiary to receive the Member’s death benefits, or a Beneficiary previously designated has predeceased the Member and no alternative designation has become effective, such benefits shall be distributed to the Member’s surviving spouse, if any, or if no spouse survives the Member, to the Member’s estate.

9.5 Effect of Marriage, Divorce or Annulment, or Legal Separation . This Section 9.5 shall be effective in determining the identity of a Participant’s Beneficiary at any time on or after September 1, 2006. In accordance with Section 1.50 but subject to the following provisions of this Section 9.5, the term “spouse” for purposes of this Article IX means the individual to whom the Member is married on the date of reference, determined under applicable state law, except than no individual of the same gender as the Member shall be deemed such a spouse. Notwithstanding the foregoing:

9.5.1 If a court of competent jurisdiction has issued a legal separation order, the parties to whom that order pertains shall not be deemed to be married to each other,

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even if their marriage has not been annulled or terminated by divorce; provided, however, that to the extent that a Qualified Domestic Relations Order as defined in Section 8.11 (“QDRO”) specifies that a former spouse (or legally separated spouse) of the Member is to be treated as the Member’s spouse, such specified former spouse (or legally separated individual) shall be treated as the Member’s spouse under the Plan to the extent required in such QDRO, to the exclusion of any subsequent spouse.

9.5.2 Except to the extent otherwise provided in an applicable QDRO, a designation of the Member’s spouse as Beneficiary will automatically be cancelled if the marriage terminates by divorce or is annulled or such a legal separation order is issued unless the designation clearly states that the individual named as Beneficiary is to continue as such following termination of the marriage or such separation.

9.5.3 Nothing herein shall prohibit a spouse from disclaiming the benefit to which he or she would otherwise be entitled as the Member’s sole Beneficiary, in whole or in part, in which event the Beneficiary with respect to the interest so disclaimed shall be determined as if the spouse had predeceased the Member.

9.5.4 Upon the marriage of a Member, any designation of Beneficiaries made by the Member prior to the date of the marriage shall become null and void as of the date of the marriage. Subsequent divorce, legal separation or dissolution of the marriage shall not reinstate any designation that became null and void as of the date of such marriage. Notwithstanding the foregoing, none of the Employer, the Trustee or Committee, nor any other fiduciary, shall be liable for, and each of them shall be fully protected, as to amounts paid to one or more Beneficiary(ies) of the Member subsequent to the marriage of the Member and after the death of the Member, but prior to their receipt of effective written notification of the marriage.

9.6 Proof of Death, etc . Before making distribution to a Beneficiary, the Committee may require such proof of death and such evidence of the right of any person to receive all or part of the death benefit of a deceased Member as the Committee may deem desirable. The Committee’s determination of the fact of death of a Member and of the right of any person to receive distributions as a result thereof shall be conclusive upon such person or persons having or claiming any right in the Fund on account of such Member.

9.7 Discharge of Liability . If distribution in respect of a Member’s Accounts is made to a person reasonably believed by the Committee or his delegate (taking into account any document purporting to be a valid consent of the Member’s spouse, or any representation by the Member that he is not married) to properly qualify as the Member’s Beneficiary under the foregoing provisions of this Article IX, the Plan shall have no further liability with respect to such Accounts (or the portion thereof so distributed).

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ARTICLE X

Administration of the Plan

10.1 Committee . The Corporate Governance Committee of the Board of Directors shall appoint a Management Pension Investment and Oversight Committee (the “Committee”), which shall consist of not less than three persons to serve at the pleasure of the Corporate Governance Committee of the Board of Directors. Any vacancy on the Committee, arising for any reason whatsoever, shall be filled by the Corporate Governance Committee of the Board of Directors. The Committee shall hold meetings upon such notice, at such place or places, at such time or times and in such manner (including meetings in which members may participate through teleconferencing or similar means) as it may from time to time determine. A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business, and action by a majority of those present at any meeting at which a quorum is present shall constitute action by the Committee. The Committee may also act without a meeting by instrument in writing signed by a majority of the members of the Committee, or by one or more members to whom the Committee has previously delegated the authority to take such action. Effective September 21, 2004, the Compensation Committee of the Board of Directors shall succeed to the duties of the Corporate Governance Committee under this Section 10.1.

10.2 Named Fiduciary . The named fiduciary under the Plan shall be the Committee, which shall have authority to control and manage the operation and administration of the Plan except that the Committee shall have no authority or responsibility with respect to those matters which under any applicable trust agreement, insurance policy or similar contract are the responsibility, or subject to the authority, of the Trustee, any insurance company or similar organization. The members of the Committee shall have the right, by written instrument executed by them or otherwise, to allocate fiduciary responsibilities among themselves, and any one or more of such members may designate other persons to carry out fiduciary or other responsibilities under the Plan.

10.3 Powers and Discretion of the Named Fiduciary . The Committee shall have all powers and discretion necessary or helpful for carrying out its responsibilities, including, without limitation, the power and complete discretion:

(a) to establish such rules or procedures as it may deem necessary or desirable;

(b) to employ such persons as it shall deem necessary or desirable to assist in the administration of the Plan;

(c) to determine any question arising in the administration, interpretation and application of the Plan, including without limitation questions of fact and of construction;

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(d) to correct defects, rectify errors, supply omissions, clarify ambiguities, and reconcile inconsistencies to the extent it deems necessary or desirable to effectuate the Plan or preserve qualification of the Plan under section 401(a) of the Code;

(e) to decide all questions relating to eligibility and payment of benefits hereunder, including, without limitation, the power and discretion to determine the eligibility of persons to receive benefits hereunder;

(f) to establish procedures for determining whether a domestic relations order is a qualified domestic relations order (“QDRO”) as described in Section 8.11 and for complying with any such QDRO;

(g) to direct the Trustee with respect to benefits payable under the Plan (including, without limitation, the persons to be paid or methods of payment) and all distributions of the assets of the Fund;

(h) to make a determination as to the rights of any person to a benefit and to afford any person dissatisfied with such determination the right to an appeal;

(i) to determine the character and amount of expenses that are properly payable by the Plan as reasonable administration expenses, and to direct the Trustee with respect to the payment thereof (including, without limitation, the persons to be paid and the method of payment);

(j) to compromise or settle claims against the Plan and to direct the Trustee to pay amounts required in any such settlements or compromise;

(k) to determine the method of making corrections necessary or advisable as a result of operating defects in order to preserve qualification of the Plan under section 401(a) of the Code pursuant to procedures of the Internal Revenue Service applicable in such cases (such as those set forth in Revenue Procedure 2008-50 and similar guidance); and

(l) to make appropriate provision for the investment and reinvestment of the Fund, including, as named fiduciary with respect to the control and management of the assets of the Plan, to appoint in its discretion an investment manager or managers (as defined in section 3(38) of ERISA) to manage (including the power to acquire and dispose of) any assets of the Plan.

The determinations of the Committee shall be conclusive and binding on all persons to the maximum extent permitted by law. The expenses of the Committee and all other expenses of the Plan shall be paid by the Fund to the extent not paid by the Company, and such expenses shall include any expenses authorized by the Board of Directors as necessary or desirable in the administration of the Plan.

10.4 Advisers . Any named fiduciary under the Plan, and any fiduciary designated by a named fiduciary to whom such power is granted by a named fiduciary under the Plan, may employ one or more persons to carry out such responsibilities as may be specified by

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such fiduciary and to render advice with regard to any responsibility such fiduciary has under the Plan.

10.5 Service in Multiple Capacities . Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.

10.6 Limitation of Liability; Indemnity .

10.6.1 Except as otherwise provided by law, if any duty or responsibility of any person serving as a named fiduciary has been allocated or delegated to any other person in accordance with any provision of this Plan, then such fiduciary shall not be liable for any act or omission of such other person in carrying out such duty or responsibility.

10.6.2 Except as otherwise provided by law, no person who is a member of the Committee or is an employee, director or officer of any Employer who is a fiduciary under the Plan or the trust thereunder, or otherwise has responsibility with respect to administration of the Plan or trust, shall incur any liability whatsoever on account of any matter connected with or related to the Plan or trust or the administration thereof, unless such person shall have acted in bad faith or been guilty of willful misconduct or gross negligence in respect of his duties, actions or omissions in respect of the Plan or trust.

10.6.3 The Company shall indemnify and save harmless each Committee member and each employee, director or officer of any Employer serving as a trustee or other fiduciary from and against any and all loss, liability, claim, damage, cost and expense which may arise by reason of, or be based upon, any matter connected with or related to the Plan or trust or the administration thereof (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or in settlement of any such claim whatsoever), unless such person shall have acted in bad faith or been guilty of willful misconduct or gross negligence in respect of his duties, actions or omissions in respect of the Plan or trust.

10.7 Reliance on Information . The Committee and any Employer and its officers, directors and employees shall be entitled to rely upon all tables, valuations, certificates, opinions and reports furnished by any accountant, trustee, insurance company, counsel or other expert who shall be engaged by an Employer or the Committee, and the Committee and any Employer and its officers, directors and employees shall be fully protected in respect of any action taken or suffered by them in good faith in reliance thereon, and all action so taken or suffered shall be conclusive upon all persons affected thereby.

10.8 Subcommittees, Counsel and Agents . The Committee may appoint from its members such subcommittees (of one or more such members), with such powers as the Committee shall determine. The Committee may employ such counsel (including legal counsel, who may be counsel for the Company or an Employer), accountants, and agents and such clerical and other services as it may require in carrying out the provisions of the Plan, and may charge the fees, charges and costs resulting from such employment as an expense to the Fund to the extent not paid by the Company. Unless otherwise required by law, persons employed by the Committee as counsel, or as its agents or otherwise, may include members of the Committee, or

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employees of the Company. Persons serving on the Committee, or on any such subcommittee shall be fully protected in acting or refraining to act in accordance with the advice of legal or other counsel.

10.9 Funding Policy . The Committee shall establish and carry out, or cause to be established and carried out by those persons (including, without limitation, any trustee) to whom responsibility or authority therefor has been allocated or delegated in accordance with the Plan or the Trust Agreement, a funding policy and method consistent with the objectives of the Plan and the requirements of ERISA. Without limiting the generality of the foregoing, it is recognized that Members (and their Beneficiaries) have many differing individual financial situations, and the funding policy of the Plan is therefore to allow Members and their Beneficiaries to choose, from a broad range of diversified investment options, the Investment Fund or Investment Funds which they believe best suit their individual objectives. In the event of the elimination of a preexisting Investment Fund option or a merger or spin-off of assets from another plan into this Plan, the foregoing principle shall not preclude the adoption of mapping rules under which assets previously invested for the benefit of the Member or Beneficiary in one or more investment options that are no longer available are transferred to specific Investment Funds under this Plan, subject to the right of Members (or Beneficiaries) to then reallocate their accounts among Investment Funds. The Plan is intended to satisfy the requirements of section 404(c) of ERISA with respect to investment elections by Members or their Beneficiaries if reasonably practicable, but (as provided in accordance with applicable law) any failure to meet any of such requirements shall create no adverse inference with respect to the compliance by the Plan and its fiduciaries with such general requirements as prudence and diversification. To the extent permitted by law, none of the Company, any Employer, the Committee, the Trustee nor any other fiduciary of the Plan shall be liable for any loss resulting from a Member’s (or Beneficiary’s) exercise of his right to direct the investment of his Accounts.

10.10 Proper Proof . In any case in which an Employer or the Committee shall be required under the Plan to take action upon the occurrence of any event, they shall be under no obligation to take such action unless and until proper and satisfactory evidence of such occurrence shall have been received by them.

10.11 Genuineness of Documents . The Committee, and any Employer and its respective officers, directors and employees, shall be entitled to rely upon any notice, request, consent, letter, telegram or other paper or document believed by them or any of them to be genuine, and to have been signed or sent by the proper person, and shall be fully protected in respect of any action taken or suffered by them in good faith in reliance thereon.

10.12 Members May Direct Investments . The Committee shall permit, pursuant to Sections 5.2 and 5.3, a Member or Beneficiary to exercise control over assets in his Accounts by directing the Trustee with respect to the extent permitted by law and manner of investment of such assets, and if a Member or Beneficiary exercises such control, then notwithstanding any other provision of this Plan or the Trust Agreement:

10.12.1 such Member or Beneficiary shall not be deemed to be a fiduciary under the Plan or this Trust by reason of such exercise, and

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10.12.2 no person who is otherwise a fiduciary (including, without limitation, the Trustee and any Committee member) shall be liable for any loss, or by reason of any breach, which results from such Member’s or Beneficiary’s exercise of control.

10.13 Records and Reports . The Committee shall maintain or cause to be maintained such records, as it deems necessary or advisable in connection with the administration of the Plan.

10.14 Recovery of Overpayments . Without limiting the generality of the Committee’s power and discretion under Section 10.3(d) to rectify errors and supply omissions, in the event that the Committee determines that overpayments have been made to a Member or his spouse or Beneficiary, the Committee shall take such steps as it shall deem appropriate under the relevant facts and circumstances to recover such payments, with or without interest, and in case repayment is not otherwise made, to offset the amount to be recovered against subsequent payments otherwise becoming due to or in respect of such Member, spouse or Beneficiary at such time and to such extent as it shall deem appropriate.

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ARTICLE XI

The Trust Agreement

11.1 The Trust Agreement . The Committee, on behalf of the Company and each other Employer, shall have power to appoint and remove a Trustee and to enter into or amend a Trust Agreement with the Trustee providing for the establishment of a Fund hereunder. The Trust Agreement shall be deemed to form a part of this Plan, and any and all rights which may accrue to any person under this Plan shall be subject to all the terms and provisions of such Trust Agreement. Copies of the Trust Agreement shall be filed with the Committee and, upon reasonable application and notice, shall be made available for inspection by any Member.

11.2 No Diversion of Fund . The Fund shall in no event (within the taxable year or thereafter) be used for or diverted to purposes other than for the exclusive benefit of Members and their Beneficiaries (including the payment of the expenses of the administration of the Plan and of the Trust Fund), except that at the Committee’s request:

(a) A contribution that is made by an Employer by a mistake of fact may be returned to such Employer within one year after the payment of the contribution; and

(b) A contribution that is conditioned upon its deductibility under section 404 of the Code pursuant to Section 3.10 may be returned to the contributing Employer, to the extent that the contribution is disallowed as a deduction, within one year after such disallowance.

11.3 Duties and Responsibilities of the Trustee . The Trustee will hold and invest all funds as provided herein and in the Trust Agreement. The Trustee will make, at the direction of the Committee, all payments to Members and their Beneficiaries.

The Trustee shall not be required to make any payment of benefits or distributions out of the Fund, or to allocate or reallocate any amounts, except upon the written direction of the Committee. The Trustee shall not be charged with knowledge of any action by the Board of Directors or of the Termination of Employment of any Member, unless it shall be given written notice of such event by the Committee.

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ARTICLE XII

Amendment

12.1 Right of the Company to Amend the Plan . The Company shall have the right at any time and from time to time to amend any or all of the provisions of this Plan by resolution of the Board of Directors, by action of the Compensation Committee of the Board of Directors by action of the Company Representative, and all Employers and Members (and their Beneficiaries) shall be bound thereby. Except as provided in Section 12.3, no such amendment shall authorize or permit any part of the Fund to be used for or diverted to purposes other than for the exclusive benefit of the Members and their Beneficiaries, nor shall any amendment reduce any amount then credited to the individual accounts of any Member, reduce any Member’s vested interest in his account, or affect the rights, duties and responsibilities of the Trustee without his written consent.

12.2 Plan Merger . The Plan may be amended in accordance with Section 12.1 to provide for the merger of the Plan, in whole or in part, or a transfer of all or part of its assets, into or to any other qualified plan within the meaning of section 401(a) of the Code, including such a merger or transfer in lieu of a distribution which might otherwise be required under the Plan. In the case of any merger or consolidation with, or transfer of assets or liabilities to, any other plan, each Member shall be entitled to a benefit immediately after the merger, consolidation or transfer (if such other plan then terminated) which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan had then been terminated).

12.4 Right to Terminate . The Plan may be terminated at any time by resolution of the Board of Directors, provided that no such action shall permit any part of the corpus or income of the Fund to be used for or diverted to purposes other than for the exclusive benefit of the Members and their beneficiaries under the Plan and for the payment of the administrative costs of the Plan.

12.5 Termination of Trust . If the Plan is terminated pursuant to Section 12.4, and the Board of Directors determines that the Fund shall be terminated, all of the Members’ Accounts shall be nonforfeitable, the Fund shall be revalued as if the termination date were a Valuation Date, and the current value of all Accounts shall be distributed in accordance with Article VII, as if such Plan termination were a Termination of Employment, but only to the extent permitted under Section 8.14; provided, however, that the value of such Accounts shall be adjusted to reflect the expenses of termination to the extent such expenses are not paid by the

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Company. Until all Accounts are fully distributed, any remaining Accounts held in the Fund shall continue to be adjusted in accordance with Article V, and to reflect the expenses of termination.

12.6 Continuation of Trust . If the Plan is terminated by the Board of Directors but the Board of Directors determines that the Fund shall be continued pursuant to its terms and the provisions of this Section 12.6, no further contributions shall be made, the Members’ Accounts shall be nonforfeitable, and the Fund shall be administered as though the Plan were otherwise in full force and effect. If the Fund is subsequently terminated, the provisions of Section 12.5 shall then apply.

12.7 Discontinuance of Contributions . Any Employer may at any time, by resolution of its board of directors, completely discontinue its participation in and contributions under the Plan, either completely or with respect to any specified group of its employees, and unless otherwise agreed to by the Board of Directors or the Company Representative, shall discontinue its participation and all contributions if it ceases for any reason to be a member of a controlled group of trades or businesses including the Company, within the meaning of section 414(b) or 414(c) of the Code. The Committee shall make such current or deferred distributions with respect to the Members affected by such discontinuance as it shall deem appropriate and in accordance with the Plan and applicable law, or the Committee may, subject to Section 12.2, direct that the portion of the Trust Fund allocable to such Members be transferred to a successor qualified plan or funding medium covering such Members. If such Employer completely discontinues contributions under the Plan, either by resolution of its board of directors or for any other reason, and such discontinuance is deemed a partial termination of the Plan within the meaning of section 411(d)(3) of the Code, the amounts credited to the Accounts of all affected Members (other than Members who, in connection with the discontinuance of Employer contributions, transfer employment to an Employer which continues to contribute under the Plan) shall be nonforfeitable.

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ARTICLE XIII

Miscellaneous Provisions

13.1 Plan Not a Contract of Employment . Neither the establishment of the Plan created hereby, nor any amendment thereof, nor the creation of any Fund or Account, nor the payment of any benefits hereunder, shall be construed as giving to any Member or other person any legal or equitable right against any Employer, any officer or employee thereof, the Board of Directors or any member thereof, the Committee or any Trustee, except as provided herein and under no circumstances shall the terms of employment of any Member be in any way affected hereby.

13.2 Merger . The merger or consolidation of the Company with any other company or the transfer of the assets of the Company to any other company by sale, exchange, liquidation or otherwise, or the merger of this Plan with any other retirement plan, shall not in and of itself result in the termination of the Plan, or be deemed a Termination of Employment of any employee.

13.3 Claims Procedure . The Committee shall establish a claims procedure in accordance with applicable law, under which any Member or Beneficiary whose claim for benefits has been denied shall have a reasonable opportunity for a full and fair review of the decision denying such claim.

13.4 Controlling Law . The validity of this Plan or of any of its provisions shall be determined under, and shall be construed and administered according to, the laws of the State of New York (without regard to its choice of law principles), except to the extent preempted by ERISA, or any other applicable laws of the United States of America. No action (whether at law, in equity or otherwise) shall be brought by or on behalf of any person for or with respect to benefits due under this Plan unless the person bringing such action has timely exhausted the Plan’s claim review procedure. Any action (whether at law, in equity or otherwise) must be commenced within three (3) years from the earlier of (a) the date a final determination denying such benefit, in whole or in part, is issued under the Plan’s claim review procedure and (b) the date such person’s cause of action first accrued.

13.5 Separability . If any provision of the Plan or the Trust Agreement is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provisions of the Plan or the Trust Agreement, and the Plan and Trust Agreement shall be construed and enforced as if such provision had not been included therein.

13.6 Captions . The captions contained herein are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of the Plan nor in any way shall affect the Plan or the construction of any provision thereof.

13.7 Usage . Whenever applicable, the masculine gender, when used in the Plan, shall include the feminine or neuter gender, and the singular shall include the plural.

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ARTICLE XIV

Leased Employees

14.1 Definitions . For purposes of this Article XIV, the term “Leased Employee” means any person (a) who performs or performed services for an Employer or Affiliate (hereinafter referred to as the “Recipient”) pursuant to an agreement between the Recipient and any other person (hereinafter referred to as the “Leasing Organization”), (b) who has performed such services for the Recipient or for the Recipient and related persons (within the meaning of section 144(a)(3) of the Code) on a substantially full-time basis for a period of at least one year, and (c) whose services are (effective January 1, 1997) performed under primary direction or control by the Recipient.

14.2 Treatment of Leased Employees . For purposes of this Plan, a Leased Employee shall be treated as an employee of an Affiliate whose service for the Recipient (including service during the one-year period referred to in Section 14.1) is to be taken into account in determining compliance with the service requirements of the Plan relating to participation and vesting. However, the Leased Employee shall not be entitled to share in contributions or forfeitures under the Plan with respect to any service or compensation attributable to the period during which he is a Leased Employee, and shall not be eligible to become a Member eligible to accrue benefits under the Plan unless and except to the extent that he shall at some time, either before or after his service as a Leased Employee, qualify as an Eligible Employee without regard to the provisions of this Article XIV (in which event, status as a Leased Employee shall be determined without regard to clause (b) of Section 14.1, to the extent required by applicable law).

14.3 Exception for Employees Covered by Plans of Leasing Organization . Section 14.2 shall not apply to any Leased Employee if such employee is covered by a money purchase pension plan of the Leasing Organization meeting the requirements of section 414(n)(5)(B) of the Code and Leased Employees do not constitute more than twenty percent (20%) of the aggregate “nonhighly compensated work force” (as defined in section 414(n)(5)(C)(ii) of the Code) of all Employers and Affiliates.

14.4 Construction . The purpose of this Article XIV is to comply with the provisions of section 4l4(n) of the Code. All provisions of this Article shall be construed consistently therewith, and, without limiting the generality of the foregoing, no individual shall be treated as a Leased Employee except as required under such section.

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ARTICLE XV

“Top-Heavy” Provisions

15.1 Determination of “Top-Heavy” Status .

15.1.1 Applicable Plans . For purposes of this Article XV, “Applicable Plans” shall include (a) each plan of an Employer or Affiliate in which a Key Employee (as defined in Section 15.1.2 for this Plan, and as defined in section 416(i) of the Code for each other Applicable Plan) participates during the five (5)-year period ending on such plan’s “determination date” (as described in Section 15.1.4 below) and (b) each other plan of an Employer or Affiliate which, during such period, enables any plan in clause (a) of this sentence to meet the requirements of section 401(a)(4) or 410 of the Code. Any plan not required to be included under the preceding sentence may also be included, at the option of the Company, provided that the requirements of sections 401(a)(4) and 410 of the Code continue to be satisfied for the group of Applicable Plans after such inclusion. Applicable Plans shall include terminated plans, frozen plans, and to the extent that benefits are provided with respect to service with an Employer or an Affiliate, multiemployer plans (described in section 414(f) of the Code) and multiple employer plans (described in section 413(c) of the Code) to which an Employer or an Affiliate makes contributions.

15.1.2 Key Employee . For purposes of this Article XV, “Key Employee” for any Plan Year shall mean an employee (including a former employee, whether or not deceased) of an Employer or Affiliate who, at any time during a given Plan Year (or, for Plan Years beginning prior to January 1, 2002, any of the four (4) preceding Plan Years), is one or more of the following:

(a) An officer of an Employer or Affiliate having Total Earnings greater than:

(i) for Plan Years ending prior to January 1, 2002, fifty percent (50%) of the dollar amount in effect under section 415(b)(1)(A) of the Code for any such Plan Year; and

(ii) for Plan Years beginning on or after January 1, 2002, $130,000 (as adjusted under section 416(i) of the Code);

provided that the number of employees treated as officers shall be no more than fifty (50) or, if fewer, the greater of three (3) employees or ten percent (10%) of the employees (exclusive of employees described in section 414(q)(5) of the Code).

(b) For Plan Years ending prior to January 1, 2002, one of the ten (10) employees (i) having Total Earnings from the Employer or Affiliate of more than the dollar amount described in Section 6.2 and (ii) owning (or considered as owning, within the meaning of section 416(i) of the Code), the largest percentage interests in value of an Employer or Affiliate, provided that such percentage interest exceeds one-half percent (.5%) in value. If two employees have the same interest in the Employer or Affiliate, the employee having greater Total Earnings shall be treated as having a larger interest.

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(c) A person owning (or considered as owning, within the meaning of section 416(i) of the Code) more than five percent (5%) of the outstanding stock of the Employer or Affiliate, or stock possessing more than five percent (5%) of the total combined voting power of all stock of the Employer or Affiliate (or having more than five percent (5%) of the capital or profits interest in any Employer or Affiliate that is not a corporation, determined under similar principles).

(d) A one percent (1%) owner of an Employer or an Affiliate having Total Earnings of more than one hundred fifty thousand dollars ($150,000). “One percent (1%) owner” means any person who would be described in paragraph (c) of this Section 15.1.2 if “one percent (1%)” were substituted for “five percent (5%)” in each place where it appears in paragraph (iii).

15.1.3 Top Heavy Condition . In any Plan Year during which the sum, for all Key Employees (as defined in Section 15.1.2 for this Plan and as defined in section 416(i) of the Code for each other Applicable Plan) of the present value of the cumulative accrued benefits under all Applicable Plans which are defined benefit plans (determined based on the actuarial assumptions set forth in the “top-heavy” provisions of such plans) and the aggregate of the accounts under all Applicable Plans which are defined contribution plans, exceeds sixty percent (60%) of a similar sum determined for all members in such plans (but excluding members who are former Key Employees), the Plan shall be deemed “Top-Heavy.”

15.1.4 Determination Date . The determination as to whether this Plan is “Top-Heavy” for a given Plan Year shall be made on the last day of the preceding Plan Year (the “Determination Date”); and other plans shall be included in determining whether this Plan is “Top-Heavy” based on the determination date as defined in Code section 416(g)(4)(C) for each such plan which occurs in the same calendar year as such Determination Date for this Plan.

15.1.5 Valuation . The value of account balances and the present value of accrued benefits for each Applicable Plan will be determined subject to Code section 416 and the regulations thereunder, as of the most recent Valuation Date occurring within the l2-month period ending on the applicable determination date for such plan.

15.1.6 Distribution within Determination Period . Subject to Section 15.1.7, distributions from the Plan or any other Applicable Plan on account of severance from employment, death, or disability, made during the one (1)-year period ending on the applicable determination date and other distributions from the Plan or any other Applicable Plan during the five (5)-year period ending on the applicable determination date (or, prior to January 1, 2002, all distributions from the Plan during the five (5)-year period ending on the applicable determination date) shall be taken into account in determining whether the Plan is “Top-Heavy.”

15.1.7 No Services within Determination Period . Benefits and distributions shall not be taken into account with respect to any individual who has not rendered any services to any Employer or Affiliate at any time during the one (1)-year period (or prior to January 1, 2002 during the five (5)-year period) ending on the applicable Determination Date.

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15.1.8 Compliance with Code Section 416 . The calculation of the “Top-Heavy” ratio, and the extent to which distributions, rollovers and transfers are taken into account will be made in accordance with Code section 416.

15.1.9 Deductible Employee Contributions . Deductible employee contributions will not be taken into account for purposes of computing the “Top-Heavy” ratio.

15.1.10 Beneficiaries . The terms “Key Employee” and “Member” include their beneficiaries.

15.1.11 Accrued Benefit Under Defined Benefit Plans . Solely for purposes of determining whether this Plan or any other Applicable Plan is “Top-Heavy” for a given Plan Year, the accrued benefit under any defined benefit plan of a Member other than a Key Employee shall be determined under (a) the method, if any, that uniformly applies for accrual purposes under all defined benefit plans maintained by the Employer or an Affiliate, or (b) if there is no such method, as if such benefit accrued not more rapidly than at the slowest accrual rate permitted under the fractional accrual rule of section 411(b)(1)(C) of the Code.

15.2 Provisions Applicable in “Top-Heavy” Plan Years . For any Plan Year in which the Plan is deemed to be “Top-Heavy,” the following provisions shall apply to any Member who has not terminated employment before such Plan Year:

15.2.1 Required Allocation . The amount of Employer contributions and forfeitures which shall be allocated to the account of any active Member who (a) is employed by an Employer or Affiliate on the last day of the Plan Year and (b) is not a Key Employee shall be (i) at least three percent (3%) of such Member’s Total Earnings for such Plan Year up to the Compensation Limit of the Plan Year (as defined in Section 1.13 hereof), or, (ii) if less, an amount equal to such Total Earnings multiplied by the highest allocation rate for any Key Employee. For purposes of the preceding sentence, the allocation rate for each individual Key Employee shall be determined by dividing the employer contributions and forfeitures allocated to such Key Employee’s account (including Elective Contributions) under all Applicable Plans, considered together by his Total Earnings up to such Compensation Limit; provided, however, that clause (ii) above does not apply if this Plan enables a defined benefit plan required to be so aggregated under Section 15.1.1 above to meet the requirements of section 401(a)(4) or 410 of the Code. The minimum allocation provisions of this Section 15.2.1 shall, to the extent necessary, be satisfied by special Employer contributions made by the Employer for that purpose. Notwithstanding the foregoing, the minimum allocations otherwise required by this Section 15.2.1 shall not be required to be made for any Member (y) if such Member is covered under a defined benefit plan maintained by an Employer or an Affiliate which provides the minimum benefit required under section 416(c)(1) of the Code, and/or (z) to the extent that the minimum allocation otherwise required by this Section 15.2.1 is made under another defined contribution plan maintained by an Employer or an Affiliate. In addition, any minimum allocation required to be made for a Member who is not a Key Employee shall be deemed satisfied to the extent of the benefits provided by any other qualified plan maintained by an Employer or an Affiliate. Elective Contributions by a non-Key Employee shall be disregarded in determining the amount of contributions required to be allocated for his benefit under this

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Section 15.2.1, but for Plan Years beginning on or after January 1, 2002, Matching Contributions by a non-Key Employee shall be taken into account.

15.2.2 Vesting . Any Member shall be vested in the aggregate of his Matching Accounts on a basis at least as favorable as is provided under the following schedule:


Years of Employment		Percentage Vested
Less Than 2 Years		0%

2 Years But Less Than 3		20%

3 Years But Less Than 4		40%

4 Years But Less Than 5		60%

5 Years But Less Than 6		80%

6 Years Or More		100%

In any Plan Year in which the Plan is not deemed to be “Top-Heavy,” the minimum vested percentage of any Matching Account shall be no less than that which was determined as of the last day of the last Plan Year in which the Plan was deemed to be “Top-Heavy.” The minimum vesting schedule set out above shall apply to all benefits within the meaning of Code section 411(a)(7) except those attributable to employee contributions, including benefits accrued before the effective date of this Article XV and benefits accrued before the Plan became “Top-Heavy.” Any vesting schedule change caused by alterations in the Plan’s “Top-Heavy” status shall be deemed to result from a Plan amendment giving rise to the right of election required by Code section 411(a)(10)(B).

15.2.3 Bargaining Unit Employees . The provisions of Sections 15.2.1 and 15.2.3 shall not apply to any employee included in a unit of employees covered by a collective bargaining agreement if, within the meaning of section 416(i)(4) of the Code, retirement benefits were the subject of good faith bargaining.

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ARTICLE XVI

Catch-Up Contributions

16.1 General . All employees who are eligible to make Elective Contributions under this Plan and who have attained or are projected to attain age 50 before the close of the Plan Year (“Catch-up Eligible Members”) shall be eligible to make catch-up contributions in excess of an otherwise applicable statutory or Plan limit in accordance with, and subject to the limitations of this Article XVI.

16.2 Method of Contribution . Contributions intended to qualify as Catch-up Contributions shall be made in accordance with such procedures as the Committee may specify from time to time. Such procedures shall, without limitation, permit a Catch-up Eligible Member for a calendar year to elect to make Elective Contributions in excess of any percentage limit lower than 75% otherwise applicable under Section 3.1.1, in an amount for each pay period equal to the total amount of catch-up contributions permitted for the calendar year under Section 16.4 divided by the number of payroll periods (or remaining payroll periods) applicable to the Member in such year, or in any greater amount the Member may specify that the Committee determines is permitted under such procedures, and to suspend and reinstate such elections in accordance with such procedures.

16.3 Ineligibility for Matching Contributions . Catch-up Contributions, and any amounts so designated under Section 16.2 (whether or not they qualify as Catch-up Contributions under Section 16.6) shall not be eligible for Matching Contributions.

16.4 Limit on Catch-Up Contribution . The total amount of Catch-up Contributions allowed for any calendar year for any Member under this Plan and any similar contributions under any other plan of an Employer or Affiliate shall not exceed the limit applicable under section 414(v) of the Code, which as adjusted for the calendar years after 2006 is the amount applicable under the following table:


Calendar Year		Limit
2007		$5,000
2008		$5,000
2009		$5,500

The limit for years after 2009 shall be adjusted for cost of living increases in accordance with section 414(v) of the Code.

16.5 Treatment of Catch-up Contributions . Contributions made pursuant to a Member’s election under Section 16.2 shall be credited to the Member’s Elective Account and shall be treated as Elective Contributions, except to the extent that a different treatment is specified in this Article XVI.

16.6 Qualification as Catch-up Contributions . Elective Contributions made pursuant to Section 16.2 shall be treated as Catch-up Contributions for the Plan Year to the extent that (i) the Member’s Elective Contributions for the year exceed the Elective Deferral

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Limit for the corresponding calendar year or (ii) as of the end of the year, the total amount of Elective Contributions made pursuant to such election and under Section 3.1 exceeds the applicable percentage limit under Section 3.1.1 multiplied by the Member’s total Compensation for the entire Plan Year or portion thereof during which the Member was eligible to make Elective Contributions. To the extent a Catch-up Eligible Member has not made the maximum amount of Catch-up Contributions permitted for a calendar year, any Excess Contributions otherwise distributable to the Member under Section 3.3 in order to comply with ADP test limits shall be recharacterized as Catch-up Contributions to the maximum extent permitted under Section 16.4.

16.7 Catch-up Contributions Disregarded for Certain Purposes . Elective Contributions qualifying as Catch-up Contributions under Section 16.6 shall not be taken into account for purposes of the provisions of the Plan implementing the regular dollar limitations of Code section 402(g) (Sections 1.20 and 3.1.6) and Code section 415 (Section 3.3.5 and Article VI). The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code section 401(k)(3) (such as Section 3.3), 410(b), or 416 of the Code, as applicable, by reason of the making of such Catch-up Contributions.

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ARTICLE XVII

Auto-enrollment

17.1 Employees Subject to Auto-enrollment. This Article XVII applies to each Eligible Employee who is first hired as an Eligible Employee, or returns to employment as an Eligible Employee after a separation from service, or transfers to employment as an Eligible Employee from other employment with an Affiliate or Employer, on or after January 1, 2008.

17.2 Auto-enrollment . Each Eligible Employee eligible for auto-enrollment under Section 17.1, on initially qualifying as a Member under Section 2.1, requalifying as a Member under Section 2.6, or initially or requalifying as a Member under Section 2.4.1, shall be deemed to have elected to contribute three percent (3%) of his/her Compensation under the Plan as Elective Contributions unless such employee makes an election to have no Elective Contributions made on his behalf, or to contribute a different percentage, prior to the deadline established by the Committee for his electing out of auto-enrollment under this Section 17.2 (his “Auto-enrollment Effective Date). Such deemed election shall be treated as a Contribution Agreement for all purposes of the Plan and shall continue in effect unless and until such time (if any) as (i) such Member suspends his/her deferrals thereunder or elects another amount or percentage of deferrals in accordance with Plan provisions and procedures for making such changes, or (ii) such deferrals are suspended by reason of any other provision of the Plan. Unless the Member elects a different Investment Fund in accordance with Plan procedures prior to the Auto-enrollment Effective Date, Elective Contributions made pursuant to this Article XVII shall be invested in such Default Investment Fund or Funds that the Committee shall from time to time designate and shall remain so invested until and unless the Member files an investment election in accordance with Section 5.2 or 5.3, as applicable. The Committee may establish and adopt rules, regulations and/or administrative guidelines to facilitate the administration and operation of the provisions of this Article XVII as it may deem necessary or advisable in its sole discretion.

17.3 Initial Notice . Any Eligible Employee to whom this Article XVII applies shall be provided with an initial notice at least 30 days prior to his Auto-enrollment Effective Date. Such notice shall describe (i) the level of contributions which will be made absent an affirmative election, (ii) the right to elect a different contribution level or to elect not to make any contributions, (iii) the right to make investment elections under the Plan, and (iv) how contributions and earnings will be invested if no election is made. The deadline by which an Eligible Employee must file an election to opt-out of the default contribution level and/or Default Investment Fund shall in no event be earlier than the 30 ^th day after the giving of such notice.

17.4 Annual Notice . Notice shall be given annually to each Covered Employee, at least 30 days prior to each Plan Year or within such other time as may be required under applicable law or regulations, which shall explain (i) the auto-enrollment rules described in this Article XVII, including the default rate of contribution and the right not to make Elective Contributions and (ii) the right of each Member to designate how contributions and earnings under the Plan will be invested, and how they will be invested in the absence of any such investment election. For purposes of this Section 17.4, a Covered Employee is an Eligible Employee who has been enrolled pursuant to Section 17.2 and has not since made an affirmative

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election to (i) cease all Elective Contributions, or (ii) change the amount or percentage of Elective Contributions, with respect to his or her Account.

17.5 Notice Procedures . Notice shall be treated as duly given or provided for purposes of this Article XVII if it has been mailed by first class mail to the last known address of the Eligible Employee on the records of the Employer and the mailing has not been returned to the Employer, or is furnished by any other form of delivery, including electronic, in conformity with applicable regulations.

17.6 Election to Disenroll . Effective, January 1, 2010, and in accordance with Treas. Reg. § 1.414(w)-1, an Eligible Employee who has been enrolled in the Plan pursuant to this Article XVII may elect to disenroll and have the Elective Contributions made on his behalf, unadjusted for losses, returned to him, provided that he notifies the Company of his election to withdraw, on the Appropriate Form within 90 days of the day the first Compensation that was withheld pursuant to this Article XVII would have been paid to him.

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IN WITNESS WHEREOF, ARROW ELECTRONICS, INC. has caused this instrument to be executed by its duly authorized officer, and its corporate seal to be hereunto affixed, this 9 ^th day of September 2009.

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SUPPLEMENT NO. 1

In connection with the acquisition by the Company of the electronics distribution businesses of Ducommun Incorporated (the “Ducommun Acquisition”), the Plan is amended in the following respects:

S1.1 In the case of any individual who became an Eligible Employee on or about January 11, 1988 in connection with the Ducommun Acquisition, and who remained an Eligible Employee continuously from that time through December 31, 1989, the term “Year of Service” shall include, effective on and after January 1, 1990, any Plan Year (i) during which such Eligible Employee was employed by Ducommun and (ii) which would have been a Plan Year of Employment had such Eligible Employee been employed instead by an Employer.

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SUPPLEMENT NO. 2

In connection with the acquisition by the Company of all of the issued and outstanding shares of common stock of Lex Electronics Inc., which at the time of such acquisition owned all of the issued and outstanding shares of common stock of Almac Electronics Corporation, the Plan is amended in the following respects:

S2.1 As used in this Supplement No. 2, the following terms have the meanings set forth in this Section S2.1.

(a) “Lex Plan” means the Lex Service (U.S.) Performance Incentive Plan (named the Lex Electronics (U.S.) Performance Incentive Plan prior to September 18, 1991).

(b) “Lex Transferee” means an individual who becomes an Eligible Employee on or about September 27, 1991 in connection with the Acquisition.

S2.2 Any Lex Transferee who on September 27, 1991 was eligible to become a member of the Lex Plan pursuant to section 2.01 thereof shall become a Member of the Plan immediately upon becoming an Eligible Employee. Any other Lex Transferee shall become a Member of the Plan in accordance with Section 2.1. For purposes of satisfying the requirements of Section 2.1, the following provisions shall apply:

(a) A Lex Transferee who would have become eligible for membership in the Lex Plan pursuant to section 2.01 thereof upon completion of a 12-month computation period in which he was credited with 1,000 hours of service shall be credited with Hours of Service under the Plan equal in number to the number of hours of service credited to him under the Lex Plan during the computation period in effect on September 27, 1991.

(b) A Lex Transferee who would have become eligible for membership in the Lex Plan pursuant to section 2.01 thereof upon completion of six months of service within the meaning of section 1.35 of the Lex Plan shall be credited under the Plan with the period of service credited to him under the Lex Plan as of September 27, 1991, converted to Hours of Service on the basis that one month equals 190 Hours, one week equals 45 Hours, and one day equals 10 Hours.

S2.3 For purposes of determining a Lex Transferee’s Years of Service, he shall be credited with the number of full years of service credited to him as of September 27, 1991 for purposes of vesting under the Lex Plan and with any fractional year thus credited to him, which fractional year shall be converted to Hours of Service on the basis that one month equals 190 Hours, one week equals 45 Hours, and one day equals 10 Hours.

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SUPPLEMENT NO. 3

In connection with the acquisition by the Company of certain assets of Zeus Components, Inc. (the “Zeus Acquisition”), the Plan is amended in the following respects:

S3.1 In the case of an individual who becomes employed by an Employer or Affiliate on or about May 19, 1993 in connection with the Zeus Acquisition (a “Zeus Transferee”), service with Zeus Components, Inc. shall be treated for purposes of Section 2.1 as though it were service with an Employer or Affiliate. For this purpose, any service measured in terms of elapsed time shall be converted to Hours of Service on the basis that one month equal 190 Hours, one week equals 45 Hours and one day equals 10 Hours.

S3.2 A Zeus Transferee who, taking account of Section S3.1, satisfies the eligibility requirements set forth in Section 2.1 on May 19, 1993 shall become a Member on such date.

S3.3 In the case of a Zeus Transferee who continues to be employed by an Employer or Affiliate through December 31, 1994, service with Zeus Components, Inc. shall be treated, on and after January 1, 1995, as service with an Employer or Affiliate for purposes of determining such Zeus Transferee’s Years of Service under the Plan. For this purpose, any service measured in terms of elapsed time shall be converted to Hours of Service on the basis that one month equal 190 Hours, one week equals 45 Hours and one day equals 10 Hours.

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SUPPLEMENT NO. 4

In connection with the acquisition by Arrow Electronics, Inc. of all of the issued and outstanding shares of common stock of Gates/FA Distributing, Inc. (the “Gates Acquisition”), the Plan is amended as follows:

S4.1 In the case of an individual who becomes an employee of an Employer or Affiliate on or about September 23, 1994 in connection with the Gates Acquisition, service with Gates/FA Distributing, Inc. shall be treated, for purposes of Section 2.1 and for purposes of determining such individual’s Years of Service under the Plan, as though it were service with an Employer or Affiliate. For this purpose, any service measured in terms of elapsed time shall be converted to Hours of Service on the basis that one month equals 190 Hours of Service, one week equals 45 Hours of Service and one day equals 10 Hours of Service. An individual described in this Section S4.1 shall become a Member on the first Entry Date on or after January 1, 1995 on which he has satisfied the requirements of Section 2.1.

S4.2 On or about March 1,1996, participant accounts in the Gates/FA Distributing, Inc. 401(k) Plan (the “Gates Plan”) shall, to the extent attributable to employee salary deferrals, be transferred to Elective Accounts under the Plan. Other amounts in participant accounts under the Gates Plan shall, to the extent not distributed to Members, be transferred to Rollover Accounts under the Plan.

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SUPPLEMENT NO. 5

In connection with the acquisition by Arrow Electronics, Inc. of all of the issued and outstanding shares of common stock of Anthem Electronics, Inc. (the “Anthem Acquisition”), the Plan is amended as follows:

S5.1 In the case of an individual who becomes an employee of an Employer or Affiliate on or about November 20, 1994 in connection with the Anthem Acquisition, service with Anthem Electronics, Inc. shall be treated, for purposes of Section 2.1 and for purposes of determining such individual’s Years of Service under the Plan, as though it were service with an Employer or Affiliate. For this purpose, any service measured in terms of elapsed time shall be converted to Hours of Service on the basis that one month equals 190 Hours of Service, one week equals 45 Hours of Service and one day equals 10 Hours of Service. An individual described in this Section S5.1 shall become a Member on September 1, 1995 if he has then satisfied the requirements of Section 2.1, and otherwise on the first Entry Date thereafter on which he has satisfied such requirements.

S5.2 On or about October 1, 1995, participant accounts in the Anthem Electronics, Inc. Salary Savings Plan (the “Anthem Plan”) shall, to the extent attributable to employee salary deferrals, be transferred to Elective Accounts under the Plan. Other amounts in participant accounts in the Anthem Plan shall, to the extent not distributed to Members, be transferred to Rollover Accounts under the Plan. Amounts required to be distributed in order to satisfy nondiscrimination testing of the Anthem Plan for 1995 may be paid from the Plan.

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SUPPLEMENT NO. 6

TO THE

ARROW ELECTRONICS SAVINGS PLAN

Special Provisions Applicable
to Former Members of the Capstone Electronics Profit-Sharing Plan

Effective as of December 31, 1996, the Capstone Electronics Profit-Sharing Plan (the “Capstone Plan”) merged into this Plan, and the terms of this Plan superseded in all respects the terms of the Capstone Plan. This Supplement No. 6 provides for such merger (the “Merger”) and sets forth special provisions of the Plan that apply to former members of the Capstone Plan.

S6.1 Special Definitions . For purposes of this Supplement 6:

S6.1.1 “ Capstone ” means Capstone Electronics Corp., a Delaware corporation.

S6.1.2 “ Capstone Account ” means the account maintained under the Capstone Plan for each Capstone Member immediately prior to the Merger.

S6.1.3 “ Capstone Member ” means a member of the Capstone Plan who had an undistributed Capstone Account immediately prior to the Merger or who was eligible under section 4.2 of the Capstone Plan to share in the Capstone Plan contribution (if any) made with respect to the 1996 Plan Year.

S6.1.4 “ Capstone Plan ” means the Capstone Electronics Profit- Sharing Plan, as in effect prior to the Merger.

S6.1.5 “ Capstone Trust Fund ” means the trust fund maintained under the Capstone Plan immediately prior to the Merger.

S6.2 Membership in Plan Effective December 31, 1996 . Capstone Members will become Members of the Plan effective on December 31, 1996.

S6.3 Merger . Effective as of December 31, 1996, the Capstone Plan and Capstone Trust Fund are merged into this Plan and the trust thereunder, respectively, and the terms of this Plan supersede in all respects the terms of the Capstone Plan with respect to the Capstone Accounts. All persons (including current and former employees and their beneficiaries) having an interest under the Capstone Plan prior to December 31, 1996 shall, on and after December 31, 1996, be entitled to benefits provided solely from this Plan (including this Supplement No. 6), in lieu of any and all interest which they had or may have had under the Capstone Plan.

S6.4 Transfer of Capstone Trust Fund . The assets held by the trustees of the Capstone Trust Fund shall be transferred to the Trustee on December 31, 1996 or as soon as

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practicable thereafter. If and to the extent that such transfer is not completed on December 31, 1996, such trustees shall hold such assets, as adjusted for investment gain or loss thereon and expenses attributable thereto, as an additional trustee under this Plan, until such transfer is completed.

S6.5 Allocation to Accounts . Funds transferred to the Trustee in respect of a Member’s Capstone Account shall be allocated under the Plan to such Member’s existing Matching Account (if any) and otherwise to a Matching Account of such Member established to receive the transferred funds.

S6.6 Investment of Transferred Accounts . Funds transferred to the Trustee in respect of a Member’s Capstone Account pursuant to Section S6.4 shall be invested in the same Investment Funds in the same proportions as the Member’s Capstone Account was invested immediately prior to such transfer. Thereafter, the Member may change the percentage of his Matching Account that is invested in each Investment Fund in accordance with Article V of the Plan.

S6.7 Credit Under the Plan for Years of Service with Capstone . A Capstone Member’s Years of Service under the Plan shall be the service credited to such Member for vesting purposes under the Capstone Plan as of December 31, 1996 plus any additional service credited under the rules of this Plan for periods before or after January 1, 1997 but without duplication.

S6.8 Pre-Merger Elections and Designations . Notwithstanding any other provision of this Plan, (a) elections as to timing or form of benefit made, (b) designations of beneficiaries made, and (c) provisions that became applicable based on a failure to make an available election or designation, under the Capstone Plan on or before December 31, 1996, shall be given effect with respect to Capstone Members who retired or terminated employment under the terms of the Capstone Plan, or died, on or before December 31, 1996, and distribution shall be made in respect of such Members in accordance with the applicable provisions of the Capstone Plan as in effect at the relevant time or times prior to such date.

S6.9 Beneficiary Designation . Beneficiary designations made under the Capstone Plan on or before December 31, 1996 by Capstone Members shall be given effect as if made under the Plan, unless and until superseded by a different actual or deemed designation (such as may occur on marriage of a single Member) under this Plan.

S6.10 Contributions . Prior to the filing deadline for its 1996 federal income tax return, Capstone may, in its sole discretion, make a contribution to the Capstone Plan with respect to each Capstone Member who was eligible to share in such a contribution under section 4.2 of the Capstone Plan, by paying such contribution into the Plan as the continuation of the Capstone Plan by reason of the Merger. Such contribution shall be allocated among such Capstone Members in accordance with the provisions of the Capstone Plan governing contributions for the 1996 Year and accounted for under the Plan in the Member’s Matching Account.

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S6.11 Capstone Plan Amended . The provisions of this Supplement 6 shall be treated as an amendment to and part of the Capstone Plan, effective December 31, 1996, to the extent necessary to give full effect to this Supplement

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SUPPLEMENT NO. 7

ARROW ELECTRONICS SAVINGS PLAN

Special Provisions Applicable to
Former Employees of Farnell Electronic Services

In connection with the acquisition by the Company of all the issued and outstanding shares of common stock of Farnell Holding, Inc. (the “Farnell Acquisition”), which wholly owns Farnell Electronics, Inc., of which Farnell Electronic Services is a division, the Plan is amended in the following respects:

S7.1 Special Definitions . For purposes of this Supplement No. 7:

S7.1.1 “ Elective Subaccount ” means a subaccount within a Member’s Elective Account to which elective deferrals made under the Farnell Plan are transferred.

S7.1.2 “ Farnell ” means Farnell Electronic Services.

S7.1.3 “ Farnell Account ” means an account maintained under the Farnell Plan immediately prior to the Farnell Plan Termination containing elective deferrals, matching contributions, profit-sharing contributions and rollover contributions, as applicable, for a Farnell Member.

S7.1.4 “ Farnell Member ” means a participant in the Farnell Plan who had an undistributed account thereunder immediately prior to the Farnell Plan Termination.

S7.1.5 “ Farnell Plan ” means the Farnell Electronic Services 401(k) Savings Plan as in effect prior to the Farnell Plan Termination.

S7.1.6 “ Farnell Plan Termination ” means the termination of the Farnell Plan effective March 24, 2000.

S7.1.7 “ Farnell Transferee ” means a Farnell Member who becomes employed by an Employer on or about May 26, 1997 in connection with the Farnell Acquisition.

S7.1.8 “ Farnell Trust Fund ” means the trust fund maintained under the Farnell Plan immediately prior to the Farnell Plan Termination.

S7.1.9 “ Rollover Subaccount ” means a subaccount within a Member’s Rollover Account to which, with respect to Farnell Transferees, matching, profit-sharing and rollover contributions but not elective deferrals made under the Farnell Plan were transferred and, with respect to all other Farnell Members, elective deferrals, matching contributions, profit-sharing contributions and rollover contributions made under the Farnell Plan were transferred.

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S7.2 Membership in Plan . Each Farnell Transferee shall become a Member of the Plan on May 26, 1997. On March 24, 2000, each other Farnell Member shall also become a Member, but solely with respect to such Member’s Rollover Subaccount, and shall be treated for all purposes of the Plan as a Member who has terminated employment.

S7.3 Transfer of Farnell Trust Fund . The assets held by the trustees of the Farnell Trust Fund shall be transferred to the Trustee on March 24, 2000 or as soon as practicable thereafter. If and to the extent such transfer is not completed on March 24, 2000, such trustees shall hold such assets as adjusted for investment gain or loss thereon and expenses attributable thereto, as an additional trustee under the Plan, until such transfer is completed.

S7.4 Allocation of Transferred Accounts . Funds transferred to the Trustee shall be allocated as follows: in respect of a Farnell Transferee’s Farnell Account, to such Farnell Member’s Elective or Rollover Subaccounts, as applicable; in respect of all other Farnell Accounts, to a Rollover Subaccount.

S7.5 Investment of Transferred Assets . Funds transferred to the Trustee pursuant to Section S7.3 shall be invested in Fidelity Retirement Government Money Market Fund. Thereafter, the Member may change the portion of his Accounts that are invested in each Investment Fund in accordance with Article V of the Plan.

S7.6 Credit Under the Plan for Service with Farnell . Eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account employment with Farnell prior to May 26, 1997 as if Farnell had been an Affiliate for the period during which it maintained the Farnell Plan, and any additional period credited for vesting purposes under the Farnell Plan and not disregarded under the break in service rules under the Farnell Plan or this Plan. The Committee may use and rely upon records maintained by Farnell to compute Hours of Service in order to determine the Years of Service to be credited to such former employee and his eligibility to participate in accordance with Section 2.1 based on his employment with Farnell.

S7.7 Alternative Forms of Payment Preserved to February 1, 2002 . Any individual who is a Farnell Transferee at the time of his termination of employment, and any other Farnell Member who is not employed by an Employer or Affiliate, who has vested Accounts exceeding $5,000 and who elects on the Appropriate Form to receive a distribution commencing as of a date on or before February 1, 2002 may on such form elect one of the following with respect to the vested amounts held in his Elective and Rollover Subaccounts:

(a) an annuity, which in the case of a married Member shall, except as provided below, be in the form of a “Joint and Fifty-Percent Survivor Annuity” ( i.e. , an annuity for the life of the Member with a survivor annuity for the life of his spouse which is fifty percent of the amount of the annuity payable during the joint lives of the Member and his spouse), and which in the case of an unmarried Member, or of a married Member who has waived the Joint and Fifty-Percent Survivor Annuity option with spousal consent in accordance with applicable regulations, shall be in the form of a straight-life annuity, in each case to be provided by the purchase of an annuity contract on a unisex basis;

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(b) a series of installment payments made on a monthly, quarterly, or annual basis over a reasonable fixed period of time not exceeding the life expectancy of the Member;

S7.8 Withdrawals During Employment .

S7.8.1 Withdrawals During Employment Irrespective of Age . A Farnell Transferee who is employed by an Employer or Affiliate may elect, no more frequently than once in any six-month period, to withdraw from the Plan all or any portion of any of his benefit amounts attributable to his Rollover Subaccounts (including investment earnings allocable thereto).

S7.8.2 Withdrawals During Employment After Age 59-1/2 . After attaining age 59-1/2, a Farnell Transferee who is employed by an Employer or Affiliate may elect, no more frequently than once in any six-month period, to withdraw from the Plan all or any portion of any of his benefit amounts attributable to his Elective and Rollover Subaccounts (including investment earnings allocable thereto).

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SUPPLEMENT NO. 8

ARROW ELECTRONICS SAVINGS PLAN

Special Provisions Applicable
to Employees of Consan, Incorporated

Effective as of July 3, 2000, the Consan, Incorporated 401(k) Profit Sharing Plan (the “Consan Plan”) merged into this Plan, and the terms of this Plan superseded the terms of the Consan Plan. This Supplement No. 8 provides for such merger (“Merger”) and sets forth special provisions that apply to employees of Consan, Incorporated on and after its adoption of this Plan effective April 26, 1997.

S8.1 Special Definitions . For purposes of this Supplement No. 8:

S8.1.1 “ Consan ” means Consan, Incorporated.

S8.1.2 “ Consan Account ” means an account maintained under the Consan Plan immediately prior to the Merger containing elective deferrals for a Consan Member.

S8.1.3 “ Consan Member ” means a participant in the Consan Plan who had an undistributed account thereunder immediately prior to the Merger.

S8.1.4 “ Consan Plan ” means the Consan, Incorporated 401(k) Profit Sharing Plan as in effect prior to the Merger.

S8.1.5 “ Consan Trust Fund ” means the trust fund maintained under the Consan Plan immediately prior to the Merger.

S8.1.6 “ Elective Subaccount ” means a subaccount within a Member’s Elective Account to which elective deferrals made under the Consan Plan are transferred.

S8.2 Continuation of Consan Contributions Under This Plan . Consan maintained a program of making elective deferral contributions through the Consan Plan through April 25, 1997, and effective April 26, 1997, transferred such program to this Plan by becoming an Employer under this Plan, making contributions herewith in lieu of contributions under the Consan Plan and arranging for the merger of the Consan Plan with this Plan.

S8.3 Membership in Plan Effective April 26, 1997 . Each Consan Member who is employed by an Employer on April 26, 1997 shall become a Member of the Plan on that date. Any other employee of Consan who is employed by an Employer on such date who then satisfies the minimum age and 90-day waiting period requirements of Section 2.1 (after giving effect to Section S8.9) shall become a Member on the first date that such employee receives Compensation from such Employer, which date shall constitute the Entry Date for such employee. Each Consan Member who is not then employed by an Employer shall become a

S8-1

Member on July 3, 2000, but solely with respect to his Consan Account unless he otherwise qualifies as Member under the Plan.

S8.4 Merger . Effective July 3, 2000, the Consan Plan and the Consan Trust Fund are merged into this Plan, and the terms of this Plan supersede the terms of the Consan Plan. All persons (including current and former employees and their beneficiaries) having an interest under the Consan Plan immediately prior to July 3, 2000 shall, on and after July 3, 2000, be entitled to benefits solely from the Plan (including this Supplement No. 8), in lieu of any and all interest which they had or may have had under the Consan Plan.

S8.5 Transfer of Consan Trust Fund . The assets held by the trustees of the Consan Trust Fund shall be transferred to the Trustee on July 3, 2000 or as soon as practicable thereafter. If and to the extent that such transfer is not completed on July 3, 2000, such trustees shall hold such assets as adjusted for investment gain or loss thereon and expenses attributable thereto, as an additional trustee under this Plan, until such transfer is completed.

S8.6 Allocation of Transferred Accounts . Funds transferred to the Trustee in respect of a Member’s Consan Account shall be allocated under the Plan to such Member’s Elective Subaccount.

S8.7 Investment of Transferred Assets . Funds transferred to the Trustee pursuant to Section S8.5 shall be invested in accordance with Section S8.8. Thereafter, a Member may change the portion of his Account that is invested in each Investment Fund in accordance with Article V of the Plan.

S8.8 Fund Mapping . The following fund mapping shall become effective upon the transfer pursuant to Section S8.5:


From the Consan Plan Funds		Into Investment Fund
Janus Fund		Fidelity Magellan

Acorn International		Fidelity Retirement Govt. Money Market

Fidelity Asset Manager		Fidelity Asset Manager

Fidelity Short Term Bond		Fidelity Intermediate Bond

General American Life Ins Contract.		Fidelity Retirement Govt. Money Market

S8.9 Credit Under the Plan for Service with Consan . Eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account employment with Consan prior to April 26, 1997 as if Consan had been an Affiliate for the period during which it maintained the Consan Plan, and any additional period credited for vesting purposes under the Consan Plan and not disregarded under the break in service rules

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under the Consan Plan or this Plan. Such employee shall be credited with (i) a number of Years of Service equal to the number of 1-year periods of service that was credited as of April 25, 1997 to him under the elapsed time method employed by the Consan Plan plus (ii) for any additional fractional part of the year credited to him as of April 25, 1997, a number of Hours of Service for the 1997 Plan Year equal to 190 Hours of Service for each month or part of a month during which such employee completes one Hour of Service, for the purposes of determining Years of Service to be credited to him and his eligibility to participate in accordance with Section 2.1 based on his employment with Consan.

S8.10 Alternative Forms of Payment Preserved to February 1, 2002 . Any individual who is a Consan Member at the time of his termination of employment with an Employer or Affiliate, and any other Consan Member who is not employed by an Employer or Affiliate, who has vested Accounts exceeding $5,000 and who elects on the Appropriate Form to receive a distribution commencing as of a date on or before February 1, 2002 may on such form elect one of the following with respect to the amounts held in his Elective Subaccount:

(b) a series of installment payments made over a fixed period of time not exceeding the life expectancy of the Member; or

S8.11 Withdrawals During Employment After Age 59-1/2 . After attaining age 59-1/2, a Consan Member who is employed by an Employer or Affiliate may elect, no more frequently than once in any six-month period, to withdraw from the Plan all or any portion of any of his benefit amounts attributable to his Elective Subaccount (including investment earnings allocable thereto).

S8.12 Right to Elect to Defer Distributions Until Age 70-1/2 . A Consan Member who hereunder may elect a distribution of his benefit amounts attributable to his Consan Account (including investment earnings allocable thereto) on account of a separation from service may elect to defer such distribution until he attains age 70-1/2.

S8.12.1 Consan Plan Amended . The provisions of this Supplement No. 8 shall be treated as an amendment to and a part of the Consan Plan to the extent necessary to give full effect to this Supplement. The provisions of this Plan, in its capacity as a continuation and amendment of the Consan Plan, shall apply and be effective with respect to the Consan Plan for periods prior to July 3, 2000 to the extent necessary for the Consan Plan to meet applicable requirements of all provisions of law that became effective since the last

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determination letter with respect to the Consan Plan, including, without limitation, the Uruguay Round Agreements Act (also referred to as GATT), the Uniformed Services Employment and Reemployment Rights Act, 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, effective as of their respective effective dates; such Plan provisions include, without limitation, the following:

(a) Sections 1.13 and 1.44, relating to compensation being determined before giving effect to any salary reductions under section 132(f)(4) of the Code, effective January 1, 2001;

(b) Section 6.1.2, relating to earnings being determined for purposes of section 415 of the Code before giving effect to any salary reductions under section 132(f)(4) of the Code, effective January 1, 2001;

(d) Section 3.3.4, relating to the distributions of aggregate excess deferrals based on the amount of contribution by or on behalf of each highly compensated employee and attributable first to the highly compensated employee with the greatest dollar amount of elective deferrals, effective January 1, 1997;

(e) Section 3.14, relating to contributions in respect of periods of qualified military service as required under section 414(u) of the Code, effective December 12, 1994;

(f) Section 6.2, relating to the adjustment under section 415(d) of the Code of the $30,000 annual addition limitation under section 415(c)(1), effective January 1, 1995;

(g) Section 6.3, relating to limiting the application of section 415(e) of the Code to limitation years beginning before January 1, 2000;

(h) Section 8.15, relating to exclusion of hardship distributions from the definition of eligible rollover distribution in accordance with section 402(c)(4) of the Code, effective January 1, 1999;

(i) Section 13.4, relating to the repeal of the family aggregation rules, effective January 1, 1997; and

(j) Section 14.1, relating to the definition of “leased employee” as defined under section 414(n) of the Code, effective January 1, 1997.

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SUPPLEMENT NO. 9

ARROW ELECTRONICS SAVINGS PLAN

Special Provisions Applicable
to Employees of Richey Electronics, Inc .

Effective as of May 1, 1999, the Richey Electronics, Inc. Employee Retirement Plan (the “Richey Plan”) merged into this Plan, and the terms of this Plan superseded the terms of the Richey Plan. This Supplement No. 9 provides for such merger (“Merger”) and sets forth special provisions that apply to employees of Richey Electronics, Inc.

S9.1 Special Definitions . For purposes of this Supplement No. 9:

S9.1.1 “ Elective Subaccount ” means a subaccount within a Member’s Elective Account to which elective deferrals made under the Richey Plan are transferred.

S9.1.2 “ Matching Subaccount ” means a subaccount within a Member’s Matching Account to which matching contributions made under the Richey Plan are transferred.

S9.1.3 “ Richey ” means Richey Electronics, Inc.

S9.1.4 “ Richey Account ” means an account maintained under the Richey Plan immediately prior to the Merger containing elective deferrals, matching contributions, and rollover contributions (as applicable) for a Richey Member.

S9.1.5 “ Richey Member ” means a participant in the Richey Plan who had an undistributed account thereunder immediately prior to the Merger.

S9.1.6 “ Richey Plan ” means the Richey Electronics, Inc. Employee Retirement Plan as in effect prior to the Merger.

S9.1.7 “ Rollover Subaccount ” means a subaccount within a Member’s Rollover Account to which rollover contributions made under the Richey Plan are transferred.

S9.1.8 “ Richey Trust Fund ” means the trust fund maintained under the Richey Plan immediately prior to the Merger.

S9.2 Richey Plan Superseded By This Plan . Richey maintained a program of making elective deferral contributions and related matching contributions through the Richey Plan. Effective January 8, 1999, the Company acquired Richey and its employees transferred to the employ of the Company. As of that date, the Company adopted the Richey Plan and through March 31, 1999 continued the Richey program of making elective deferral contributions and related matching contributions for Richey Members through the Richey Plan. Effective April 1, 1999, the Company transferred such program to this Plan, by making such contributions

S9-1

hereunder in lieu of contributions under the Richey Plan and by arranging for the merger of the Richey Plan with this Plan as soon as practicable thereafter.

S9.3 Merger . Effective May 1, 1999, the Richey Plan and the Richey Trust Fund are merged into this Plan, and the terms of this Plan supersede the terms of the Richey Plan. All persons (including current and former employees and their beneficiaries) having an interest under the Richey Plan prior to May 1, 1999 shall, on and after May 1, 1999, be entitled to benefits solely from the Plan (including this Supplement No. 9), in lieu of any and all interest which they had or may have had under the Richey Plan.

S9.4 Transfer of Richey Trust Fund . The assets held by the trustees of the Richey Trust Fund shall be transferred to the Trustee on May 1, 1999 or as soon as practicable thereafter. If and to the extent that such transfer is not completed on May 1, 1999, such trustees shall hold such assets as adjusted for investment gain or loss thereon and expenses attributable thereto, as an additional trustee under this Plan, until such transfer is completed.

S9.5 Allocation of Transferred Accounts . Funds transferred to the Trustee in respect of a Member’s Richey Account shall be allocated under the Plan to such Member’s Elective, Matching, and Rollover Subaccounts, as applicable.

S9.6 Investment of Transferred Assets . Funds transferred to the Trustee pursuant to Section S9.4 shall be invested in accordance with Section S9.7. Thereafter, a Member may change the portion of his Account that is invested in each Investment Fund in accordance with Article V of the Plan.

S9.7 Fund Mapping . The following fund mapping shall become effective upon the transfer pursuant to Section S9.4:


From the Following Richey Plan Funds		Into Investment Fund
Fidelity Fund		Fidelity Spartan U.S. Equity Index Fund

Fidelity Investment Grade Bond Fund		Fidelity Intermediate Bond Fund

Fidelity Retirement Growth Fund		Same fund

Fidelity Blue Chip Growth Fund		Fidelity Magellan

Fidelity Retirement Gov’t Money Market		Same fund

S9.8 Credit Under the Plan for Service with Richey . Eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account employment with Richey prior to April 1, 1999 as if Richey had been an Affiliate for the period during which it maintained the Richey Plan, and any additional period credited for vesting purposes under the Richey Plan and not disregarded under the break in service rules under the Richey Plan or this Plan. The Committee may use and rely upon records maintained by Richey to compute Hours of Service in order to determine the Years of Service to be credited to such

S9-2

employee and his eligibility to participate in accordance with Section 2.1 based on his employment by Richey.

S9.9 Vesting of Matching Subaccounts . The Matching Subaccount of a Member employed by Richey shall be fully vested and nonforfeitable effective May 1, 1999.

S9.10 Alternative Forms of Payment Preserved to February 1, 2002 . Any individual who is a Richey Member at the time of his termination of employment with an Employer or Affiliate, and any other Richey Member who is not employed by an Employer or Affiliate, who has vested Accounts exceeding $5,000 and who elects on the Appropriate Form to receive a distribution commencing as of a date on or before February 1, 2002 may on such form elect one of the following with respect to the vested amounts held in his Elective, Matching, and Rollover Subaccounts:

(a) a series of installment payments made over a fixed period of time not exceeding the life expectancy of the Member; or

(b) a single sum payment.

S9.11 Withdrawals During Employment After Age 59-1/2 . After attaining age 59-1/2, a Richey Member who is employed by an Employer or Affiliate may elect, no more frequently than once in any six-month period, to withdraw from the Plan all or any portion of any of his benefit amounts attributable to his Elective, Matching, and Rollover Subaccounts (including investment earnings allocable thereto).

S9.12 Richey Plan Amended . The provisions of this Supplement No. 9 shall be treated as an amendment to and a part of the Richey Plan to the extent necessary to give full effect to this Supplement. The provisions of this Plan, in its capacity as a continuation and amendment of the Richey Plan, shall apply and be effective with respect to the Richey Plan for periods prior to May 1, 1999 to the extent necessary for the Richey Plan to meet applicable requirements of all provisions of law that became effective since the last determination letter with respect to the Richey Plan, including, without limitation, the Uruguay Round Agreements Act (also referred to as GATT), the Uniformed Services Employment and Reemployment Rights Act, 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, effective as of their respective effective dates; such Plan provisions include, without limitation, the following:

(a) Sections 1.13 and 1.44, relating to compensation being determined before giving effect to any salary reductions under sections 132(f)(4) of the Code, effective January 1, 2001;

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(d) Section 3.14, relating to contributions in respect of periods of qualified military service as required under section 414(u) of the Code, effective December 12, 1994;

(e) Section 3.3.3, relating to the distributions of aggregate excess deferrals based on the amount of contribution by or on behalf of each highly compensated employee and attributable first to the highly compensated employee with the greatest dollar amount of elective deferrals, effective January 1, 1997;

(f) Section 6.2, relating to the adjustment under section 415(d) of the Code of the $30,000 annual addition limitation under section 415(c)(1) of the Code, effective January 1, 1995;

(g) Section 6.3, relating to limiting the application of section 415(e) of the Code to limitation years beginning before January 1, 2000;

(h) Section 8.15, relating to exclusion of hardship distributions from the definition of eligible rollover distribution in accordance with section 402(c)(4) of the Code, effective January 1, 1999;

(i) Section 13.4, relating to the repeal of the family aggregation rules, effective January 1, 1997; and

(j) Section 14.1, relating to the definition of “leased employee” as defined under section 414(n) of the Code, effective January 1, 1997;

provided, however, in determining the permitted actual deferral percentage and contribution percentage for highly compensated employees for plan years beginning on or after January 1, 1997 for periods prior to May 1, 1999, the applicable plan year for non-highly compensated employees shall be the immediately preceding plan year.

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SUPPLEMENT NO. 10

ARROW ELECTRONICS SAVINGS PLAN

Special Provisions Applicable
to Employees of Scientific & Business Minicomputers, Inc .

Effective as of August 1, 2000, the Scientific & Business Minicomputers, Inc. 401(k) Profit Sharing Plan (the “SBM Plan”) merged into this Plan, and the terms of this Plan superseded the terms of the SBM Plan. This Supplement No. 10 provides for such merger (“Merger”) and sets forth special provisions that apply to employees of Scientific & Business Minicomputers, Inc. on or after its adoption of this Plan effective July 1, 1999.

S10.1 Special Definitions . For purposes of this Supplement No. 10:

S10.1.1 “ Elective Subaccount ” means a subaccount within a Member’s Elective Account to which elective deferrals made under the SBM Plan are transferred.

S10.1.2 “ Matching Subaccount ” means a subaccount within a Member’s Matching Account to which matching contributions made under the SBM Plan are transferred.

S10.1.3 “ Rollover Subaccount ” means a subaccount with a Member’s Rollover Account to which rollover contributions made under the SBM Plan are transferred.

S10.1.4 “ SBM ” means Scientific & Business Minicomputers, Inc.

S10.1.5 “ SBM Account ” means an account maintained under the SBM Plan immediately prior to the Merger containing elective deferrals, matching contributions and rollover contributions (as applicable) for an SBM Member.

S10.1.6 “ SBM Member ” means a participant in the SBM Plan who had an undistributed account thereunder immediately prior to the Merger.

S10.1.7 “ SBM Plan ” means the Scientific & Business Minicomputers, Inc. 401(k) Profit Sharing Plan as in effect prior to the Merger.

S10.1.8 “ SBM Trust Fund ” means the trust fund maintained under the SBM Plan immediately prior to the Merger.

S10.2 Continuation of SBM Contributions Under This Plan . SBM maintained a program of making elective deferral contributions and related matching contributions through the SBM Plan through June 30, 1999, and effective July 1, 1999, transferred such program to this Plan by becoming an Employer under this Plan, making contributions herewith in lieu of

S10-1

contributions under the SBM Plan and arranging for the merger of the SBM Plan with this Plan as soon as practicable thereafter.

S10.3 Membership in Plan Effective July 1, 1999 . Each SBM Member who is employed by an Employer on July 1, 1999 shall become a Member of the Plan on that date. Any other employee of SBM who is employed by an Employer on such date who then satisfies the minimum age and 90-day waiting period requirements of Section 2.1 (after giving effect to Section S10.9) shall become a Member on the first date that such employee receives Compensation from such Employer, which date shall constitute the Entry Date for such employee. Each SBM Member who is not then employed by an Employer shall become a Member on August 1, 2000, but solely with respect to his SBM Account unless he otherwise qualifies as Member under the Plan.

S10.4 Merger . Effective August 1, 2000, the SBM Plan and the SBM Trust Fund are merged into this Plan, and the terms of this Plan supersede the terms of the SBM Plan. All persons (including current and former employees and their beneficiaries) having an interest under the SBM Plan prior to August 1, 2000 shall, on and after August 1, 2000, be entitled to benefits solely from the Plan (including this Supplement No. 10), in lieu of any and all interest which they had or may have had under the SBM Plan.

S10.5 Transfer of SBM Trust Fund . The assets held by the trustees of the SBM Trust Fund shall be transferred to the Trustee on August 1, 2000 or as soon as practicable thereafter. If and to the extent that such transfer is not completed on August 1, 2000 such trustees shall hold such assets as adjusted for investment gain or loss thereon and expenses attributable thereto, as an additional trustee under this Plan, until such transfer is completed.

S10.6 Allocation of Transferred Accounts . Funds transferred to the Trustee in respect of a Member’s SBM Account shall be allocated under the Plan to such Member’s Elective, Matching, and Rollover Subaccounts, as applicable.

S10.7 Investment of Transferred Assets . Funds transferred to the Trustee pursuant to Section S10.5 shall be invested in accordance with Section S10.8. Thereafter, the Member may change the portion of his Account that is invested in each Investment Fund in accordance with Article V of the Plan.

S10.8 Fund Mapping . The following fund mapping shall become effective upon the transfer pursuant to Section S10.5:


From the Following SBM Plan Funds		Into Investment Fund
Guaranteed Certificate		Fidelity Retirement Gov’t. Money Market

Short Term Fund I		Fidelity Retirement Govt. Money Market

Maxim Bond Index		Fidelity Intermediate Bond

Maxim Loomis Sayles Corp. Bond		Fidelity Intermediate Bond

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Maxim US Govt. Mortgage Sec.		Fidelity Retirement Govt. Money Market

Maxim Global Bond		Fidelity Retirement Govt. Money Market

Maxim Money Market		Fidelity Retirement Govt. Money Market

Maxim Index European		Fidelity Retirement Govt. Money Market

Fidelity Advisor Overseas		Fidelity Retirement Govt. Money Market

Maxim Invesco ADR		Fidelity Retirement Govt. Money Market

Putnam Global Growth		Fidelity Retirement Govt. Money Market

AIM Charter		Fidelity Magellan

Orchard Index 500		Fidelity Spartan US Equity Index

Maxim Founder’s Growth & Income		Fidelity Spartan US Equity Index

American Century Ultra		Fidelity Magellan

AIM Weingarten		Fidelity Retirement Growth

Maxim Growth Index		Fidelity Magellan

Fidelity Advisor Equity Income		Fidelity Equity Income

Fidelity Advisor Growth Opp.		Fidelity Magellan

Putnam Fund for Growth & Income		Fidelity Equity Income

Maxim Value Index		Fidelity Equity Income

AIM Constellation		Fidelity Retirement Growth

Maxim T. Rowe Price Mid-Cap Growth		Fidelity Retirement Growth

Profile Series I		Fidelity Magellan

Profile Series II		Fidelity Asset Management: Growth

Profile Series III		Fidelity Asset Management.

Profile Series IV		Fidelity Asset Management:

Profile Series V		Fidelity Asset Management: Income

Orchard Index 600		Fidelity Retirement Growth

S10-3


Maxim Ariel Small-Cap Value		Fidelity Value

Maxim Loomis Sayles Small-Cap Value		Fidelity Value

S10.9 Credit Under the Plan for Service with SBM Eligibility to Participate . Eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account employment with SBM prior to July 1, 1999 as if SBM had been an Affiliate for the period during which it maintained the SBM Plan, and any additional period credited for vesting purposes under the SBM Plan and not disregarded under the break in service rules under the SBM Plan or this Plan. The Committee may use and rely upon records maintained by SBM to compute Hours of Service in order to determine Years of Service to be credited to such employee and his eligibility to participate in accordance with Section 2.1 based on his employment with SBM.

S10.10 Vesting of Matching Subaccount . The Matching Subaccount of a Member employed by SBM shall be fully vested and nonforfeitable effective August 1, 2000.

S10.11 Alternative Forms of Payment Preserved to February 1, 2002 . Any individual who is a SBM Member at the time of his termination of employment with an Employer or Affiliate, and any other SBM Member who is not employed by an Employer or Affiliate, who has vested Accounts exceeding $5,000 and who elects on the Appropriate Form to receive a distribution commencing as of a date on or before February 1, 2002 may on such form elect one of the following with respect to the vested amounts held in his Elective, Matching, and Rollover Subaccounts:

(b) a series of installment payments made on a monthly, quarterly, or annual basis over a reasonable fixed period of time not exceeding the life expectancy of the Member; or

S10.12 Withdrawals During Employment .

S10.12.1 Withdrawals During Employment Irrespective of Age . An SBM Member who is employed by an Employer or Affiliate may elect, no more frequently than once in any six-month period, to withdraw from the Plan all or any portion of any of his benefit amounts attributable to his Rollover Subaccount (including investment earnings allocable thereto).

S10-4

S10.12.2 Withdrawals During Employment After Age 59-1/2 . After attaining age 59-1/2, an SBM Member who is employed by an Employer or Affiliate may elect, no more frequently than once in any six-month period, to withdraw from the Plan all or any portion of any of his benefit amounts attributable to his Elective and Matching Subaccounts (including investment earnings allocable thereto).

S10.12.3 SBM Plan Amended . The provisions of this Supplement No. 10 shall be treated as an amendment to and a part of the SBM Plan to the extent necessary to give full effect to this Supplement. The provisions of this Plan, in its capacity as a continuation and amendment of the SBM Plan, shall apply and be effective with respect to the SBM Plan for periods prior to August 1, 2000 to the extent necessary for the SBM Plan to meet applicable requirements of all provisions of law that became effective since the last determination letter with respect to the SBM Plan, including, without limitation, the Uruguay Round Agreements Act (also referred to as GATT), the Uniformed Services Employment and Reemployment Rights Act, 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, effective as of their respective effective dates; such Plan provisions include, without limitation, the following:

(a) Sections 1.13 and 1.44, relating to compensation being determined before giving effect to any salary reductions under section 132(f)(4) of the Code, effective January 1, 2001;

(d) Section 3.3.3, relating to the distributions of aggregate excess deferrals based on the amount of contribution by or on behalf of each highly compensated employee and attributable first to the highly compensated employee with the greatest dollar amount of elective deferrals, effective January 1, 1997;

(e) Section 3.14, relating to contributions in respect of periods of qualified military service as required under section 414(u) of the Code, effective December 12, 1994;

(f) Section 6.2, relating to the adjustment under section 415(d) of the Code of the $30,000 annual addition limitation under section 415(c)(1), effective January 1, 1995;

(g) Section 6.3, relating to limiting the application of section 415(e) of the Code to limitation years beginning before January 1, 2000;

S10-5

(h) Section 8.15, relating to exclusion of hardship distributions from the definition of eligible rollover distribution in accordance with section 402(c)(4) of the Code, effective January 1, 1999;

(i) Section 13.4, relating to the repeal of the family aggregation rules, effective January 1, 1997; and

(j) Section 14.1, relating to the definition of “leased employee” as defined under section 414(n) of the Code, effective January 1, 1997.

S10-6

SUPPLEMENT NO. 11

ARROW ELECTRONICS SAVINGS PLAN

Special Provisions Applicable
to Employees of Support Net, Inc.

Effective as of April 1, 2000, the Support Net, Inc. 401(k) Plan (the “Support Net Plan”) merged into this Plan, and the terms of this Plan superseded the terms of the Support Net Plan. This Supplement No. 11 provides for such merger (“Merger”) and sets forth special provisions that apply to employees of Support Net, Inc. on and after its adoption of this Plan effective January 1, 2000.

S11.1 Special Definitions . For purposes of this Supplement No. 11:

S11.1.1 “ Elective Subaccount ” means a subaccount within a Member’s Elective Account to which elective deferrals made under the Support Net Plan are transferred.

S11.1.2 “ Matching Subaccount ” means a subaccount within a Member’s Matching Account to which matching contributions made under the Support Net Plan are transferred.

S11.1.3 “ Rollover Subaccount ” means a subaccount within a Member’s Rollover Account to which rollover contributions made under the Support Net Plan are transferred.

S11.1.4 “ Support Net ” means Support Net, Inc.

S11.1.5 “ Support Net Account ” means an account maintained under the Support Net Plan immediately prior to the Merger containing elective deferrals, matching contributions and rollover contributions (as applicable) for a Support Net Member.

S11.1.6 “ Support Net Member ” means a participant in the Support Net Plan who had an undistributed account thereunder immediately prior to the Merger.

S11.1.7 “ Support Net Plan ” means the Support Net, Inc. 401(k) Plan as in effect prior to the Merger.

S11.1.8 “ Support Net Trust Fund ” means the trust fund maintained under the Support Net Plan immediately prior to the Merger.

S11.2 Continuation of Support Net Contributions Under This Plan . Support Net maintained a program of making elective deferral contributions and related matching contributions through the Support Net Plan through December 31, 1999, and effective January 1, 2000, transferred such program to this Plan by becoming an Employer under this Plan, making

S11-1

contributions herewith in lieu of contributions under the Support Net Plan and arranging for merger of the Support Net Plan with this Plan as soon as practicable thereafter.

S11.3 Membership in Plan Effective January 1, 2000 . Each Support Net Member who is employed by an Employer on January 1, 2000 shall become a Member of the Plan on that date. Any other employee of Support Net who is employed by an Employer on such date who then satisfies the minimum age and 90-day waiting period requirements of Section 2.1 (after giving effect to Section S11.9) shall become a Member on the first date that such employee receives Compensation from such Employer, which date shall constitute the Entry Date for such employee. Each Support Net Member who is not then employed by an Employer shall become a Member on April 1, 2000, but solely with respect to his Support Net Account unless he otherwise qualifies as a Member under the Plan.

S11.4 Merger . Effective April 1, 2000, the Support Net Plan and the Support Net Trust Fund are merged into this Plan and the trust thereunder, and the terms of this Plan supersede the terms of the Support Net Plan. All persons (including current and former employees and their beneficiaries) having an interest under the Support Net Plan immediately prior to April 1, 2000 shall, on and after April 1, 2000, be entitled to benefits solely from this Plan (including this Supplement No. 11), in lieu of any and all interest which they had or may have had under the Support Net Plan.

S11.5 Transfer of Support Net Trust Fund . The assets held by the trustees of the Support Net Trust Fund shall be transferred to the Trustee on April 1, 2000 or as soon as practicable thereafter. If and to the extent that such transfer is not completed on April 1, 2000, such trustees shall hold such assets as adjusted for investment gain or loss thereon and expenses attributable thereto, as an additional trustee under this Plan, until such transfer is completed.

S11.6 Allocation of Transferred Accounts . Funds transferred to the Trustee in respect of a Member’s Support Net Account shall be allocated under the Plan to such Member’s Elective, Matching, and Rollover Subaccounts, as applicable.

S11.7 Investment of Transferred Assets . Funds transferred to the Trustee pursuant to Section S11.5 shall be invested in accordance with Section S11.8. Thereafter, a Member may change the portion of his Account that is invested in each Investment Fund in accordance with Article V of the Plan.

S11.8 Fund Mapping . The following fund mapping shall take place upon the transfer pursuant to Section S11.5:

S11-2


From the Support Net Plan Funds		Into Investment Fund
EuroPacific Growth		Fidelity Retirement Govt Money Market

The Growth Fund of America		Fidelity Retirement Growth

The Investment Co. of America		Fidelity Magellan Fund

Capital Income Builder		Fidelity Asset Manager Income

Cash Management Trust of America		Fidelity Retirement Govt. Money Market

Washington Mutual Investors		Fidelity Equity Income Fund

The Bond Fund of America		Fidelity Intermediate Bond Fund

S11.9 Credit Under the Plan for Service with Support Net . Eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account employment with Support Net prior to January 1, 2000 as if Support Net had been an Affiliate for the period during which it maintained the Support Net Plan, and any additional period credited for vesting purposes under the Support Net Plan and not disregarded under the break in service rules under the Support Net Plan or this Plan. The Committee may use and rely upon records maintained by Support Net to compute Hours of Service in order to determine Years of Service to be credited to such employee and his eligibility to participate in accordance with Section 2.1 based on his employment with Support Net.

S11.10 Vesting of Matching Subaccount . The Matching Subaccount of a Member employed by Support Net shall be fully vested and nonforfeitable effective April 1, 2000.

S11.11 Withdrawals During Employment .

S11.11.1 Withdrawals During Employment Irrespective of Age . A Support Net Member who is employed by an Employer or Affiliate may elect, no more frequently than once in any six-month period, to withdraw from the Plan all or any portion of any of his benefit amounts attributable to his Rollover Subaccount (including investment earnings allocable thereto).

S11.11.2 Withdrawals During Employment After Age 59-1/2 . After attaining age 59-1/2, a Support Net Member who is employed by an Employer or Affiliate may elect, no more frequently than once in any six-month period, to withdraw from the Plan all or any portion of any of his benefit amounts attributable to his Elective and Matching Subaccounts (including investment earnings allocable thereto).

S11-3

S11.11.3 Support Net Plan Amended . The provisions of this Supplement No. 11 shall be treated as an amendment to and a part of the Support Net Plan to the extent necessary to give full effect to this Supplement. The provisions of this Plan, in its capacity as a continuation and amendment of the Support Net Plan, shall apply and be effective with respect to the Support Net Plan for periods prior to April 1, 2000 to the extent necessary for the Support Net Plan to meet applicable requirements of all provisions of law that became effective since the last determination letter with respect to the Support Net Plan, including, without limitation, the Uruguay Round Agreements Act (also referred to as GATT), the Uniformed Services Employment and Reemployment Rights Act, 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, effective as of their respective effective dates; such Plan provisions include, without limitation, the following:

(a) Sections 1.13 and 1.44, relating to compensation being determined before giving effect to any salary reductions under section 132(f)(4) of the Code, effective January 1, 2001;

(e) Section 3.14, relating to contributions in respect of periods of qualified military service as required under section 414(u) of the Code, effective December 12, 1994;

(f) Section 6.2, relating to the adjustment under section 415(d) of the Code of the $30,000 annual addition limitation under section 415(c)(1), effective January 1, 1995;

(g) Section 6.3, relating to limiting the application of section 415(e) of the Code to limitation years beginning before January 1, 2000;

(h) Section 8.15, relating to exclusion of hardship distributions from the definition of eligible rollover distribution in accordance with section 402(c)(4) of the Code, effective January 1, 1999;

(i) Section 13.4, relating to the repeal of the family aggregation rules, effective January 1, 1997; and

S11-4

(j) Section 14.1, relating to the definition of “leased employee” as defined under section 414(n) of the Code, effective January 1, 1997;

provided, however, in determining the permitted actual deferral percentages and contribution percentages for highly compensated employees for plan years beginning on or after January 1, 1997 for periods prior to April 1, 2000, the applicable plan year for non-highly compensated employees shall be the immediately preceding plan year.

S11-5

SUPPLEMENT NO. 12

ARROW ELECTRONICS
SAVINGS PLAN

Special Provisions Applicable
to Former Participants in the VEBA Electronics Inc. 401(k) Plan

Effective as of April 2, 2001, the VEBA Electronics Inc. 401(k) Plan (the “VEBA Plan”) merged into this Plan, and the terms of this Plan superseded the terms of the VEBA Plan. This Supplement No. 12 provides for such merger (“Merger”) and sets forth special provisions that apply to former participants in the VEBA Plan.

S12.1 Special Definitions . For purposes of this Supplement No. 12:

S12.1.1 “ Elective Subaccount ” means a subaccount within a Member’s Elective Account to which elective deferrals made under the VEBA Plan are transferred.

S12.1.2 “ Matching Subaccount ” means a subaccount within a Member’s Matching Account to which matching contributions made under the VEBA Plan are transferred.

S12.1.3 “ Rollover Subaccount ” means a subaccount with a Member’s Rollover Account to which rollover contributions and after-tax contributions made under the VEBA Plan are transferred.

S12.1.4 “ VEBA ” means Atlas Business Services, VEBA Electronics, Inc., Atlas Systems, Wyle Electronics and Wyle Systems.

S12.1.5 “ VEBA Account ” means an account maintained under the VEBA Plan immediately prior to the Merger containing elective deferrals, matching contributions, rollover contributions and after-tax contributions (as applicable) for a VEBA Member.

S12.1.6 “ VEBA Member ” means a participant in the VEBA Plan who had an undistributed account thereunder immediately prior to the Merger.

S12.1.7 “ VEBA Plan ” means the VEBA Electronics Inc. 401(k) Plan as in effect prior to the Merger.

S12.1.8 “ VEBA Trust Fund ” means the trust fund maintained under the VEBA Plan immediately prior to the Merger.

S12.2 VEBA Plan Superseded By This Plan . VEBA maintained a program of making elective deferral contributions and related matching contributions through the VEBA Plan. The Company acquired VEBA effective January 16, 2000. During the period

S12-1

commencing on that date and through December 31, 2000, a number of VEBA employees transferred to the employ of the Company. The remainder of VEBA employees transferred to the employ of the Company effective January 1, 2001. As of January 16, 2000 and through December 31, 2000, the Company adopted the VEBA Plan with respect to those VEBA Members who transferred to its employ and continued the VEBA program of making elective deferral contributions and related matching contributions for them through the VEBA Plan. Effective January 1, 2001, the Company adopted the VEBA Plan with respect to all VEBA Members and effective the same date transferred the above-described program of contributions to this Plan, by making such contributions hereunder in lieu of contributions under the VEBA Plan and by arranging for the merger of the VEBA Plan with this Plan as soon as practicable thereafter.

S12.3 Membership in Plan Effective January 1, 2001 . Each VEBA Member who is employed by an Employer on January 1, 2001 shall become a Member of the Plan on that date. Any other employee of VEBA who is employed by an Employer on such date who then satisfies the minimum age and 90-day waiting period requirements of Section 2.1 (after giving effect to Section S12.9) shall become a Member on the first date that such employee receives Compensation from such Employer, which date shall constitute the Entry Date for such employee. Each VEBA Member who is not then employed by an Employer shall become a member on April 2, 2001, but solely with respect to his VEBA Account unless he otherwise qualifies as a Member under the Plan.

S12.4 Merger . Effective April 2, 2001, the VEBA Plan and the VEBA Trust Fund are merged into this Plan, and the terms of this Plan supersede the terms of the VEBA Plan. All persons (including current and former employees and their beneficiaries) having an interest under the VEBA Plan prior to April 2, 2001 shall, on and after April 2, 2001, be entitled to benefits solely from the Plan (including this Supplement No. 12), in lieu of any and all interest which they had or may have had under the VEBA Plan.

S12.5 Transfer of VEBA Trust Fund . The assets held by the trustees of the VEBA Trust Fund shall be transferred to the Trustee on April 2, 2001 or as soon as practicable thereafter. If and to the extent that such transfer is not completed on April 2, 2001 such trustees shall hold such assets as adjusted for investment gain or loss thereon and expenses attributable thereto, as an additional trustee under this Plan, until such transfer is completed.

S12.6 Allocation of Transferred Accounts . Funds transferred to the Trustee in respect of a Member’s VEBA Account shall be allocated under the Plan to such Member’s Elective, Matching, and Rollover Subaccounts, as applicable.

S12.7 Investment of Transferred Assets . Funds transferred to the Trustee pursuant to Section S12.5 shall be invested in accordance with Section S12.8. Thereafter, the Member may change the portion of his Account that is invested in each Investment Fund in accordance with Article V of the Plan.

S12.8 Fund Mapping . The following fund mapping shall become effective upon the transfer pursuant to Section S12.5:

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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

S12.9 Credit Under the Plan for Service with VEBA . Eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account employment with VEBA prior to January 1, 2001 as if VEBA had been an Affiliate for the period during which it maintained the VEBA Plan, and any additional period credited for vesting purposes under the VEBA Plan and not disregarded under the break in service rules under the VEBA Plan or this Plan. The Committee may use and rely upon records maintained by VEBA to compute Hours of Service in order to determine Years of Service to be credited to such employee

S12-3

and his eligibility to participate in accordance with Section 2.1 based on his employment with VEBA.

S12.10 Vesting of Matching Subaccount . The Matching Subaccount of a Member employed by VEBA shall be fully vested and nonforfeitable effective April 2, 2001.

S12.11 Alternative Forms of Payment Preserved to February 1, 2002 . Any individual who is a VEBA Member at the time of his termination of employment with an Employer or Affiliate, and any other VEBA Member who is not employed by an Employer or Affiliate, who was a participant in the Wyle Electronics Capital Accumulation Plan on or before June 30, 1996, who has vested Accounts exceeding $5,000 and who elects on the Appropriate Form to receive a distribution commencing as of a date on or before February 1, 2002 may on such form elect one of the following with respect to the vested amounts held in his Elective, Matching, and Rollover Subaccounts:

(b) a series of installment payments over a reasonable fixed period of time not exceeding the life expectancy of the Member; or

S12.12 Withdrawals During Employment .

S12.12.1 Withdrawals During Employment Irrespective of Age . A VEBA Member who is employed by an Employer or Affiliate may elect, no more frequently than once in any one-year period, to withdraw from the Plan all or any portion of any of his benefit amounts attributable to his Rollover Subaccount (including investment earnings allocable thereto).

S12.12.2 Withdrawals During Employment After Age 59-1/2 . After attaining age 59-1/2, an VEBA Member who is employed by an Employer or Affiliate may elect, no more frequently than once in any one-year period, to withdraw from the Plan all or any portion of any of his benefit amounts attributable to his Elective and Matching Subaccounts (including investment earnings allocable thereto).

S12.12.3 VEBA Plan Amended . The provisions of this Supplement No. 12 shall be treated as an amendment to and a part of the VEBA Plan to the extent necessary to give full effect to this Supplement.

S12-4

SUPPLEMENT NO. 13

ARROW ELECTRONICS SAVINGS PLAN

Special provisions applicable to
Residents of the Commonwealth of Puerto Rico

S13.1 Purpose and Effect . This Supplement 13, effective as of May 13, 1991, is intended to comply with the requirements of the applicable provisions of the tax code of Puerto Rico, currently Section 1165(a) and (e) of the Puerto Rico Internal Revenue Code of 1994 (the “PRIRC”). The provisions of this Supplement 13 shall only apply to any resident of the Commonwealth of Puerto Rico (“Supplement 13 Participant”) who is employed by an Employer.

S13.2 Type of Plan . It is the intent of the Company that the Plan be a profit sharing plan as defined in Article 1165-1 of the Puerto Rico Income Tax Regulations and that it include a qualified cash or deferred arrangement pursuant to Section 1165(e) of PRIRC.

S13.3 Compensation . Compensation received from sources in Puerto Rico and which is excludable from the gross income of a Supplement 13 Member under Section 933 of the Code shall be considered Compensation under Section 1.13 of the Plan.

S13.4 Elective Contributions . A Supplement 13 Participant’s Elective Contributions under the Plan may not in any event exceed the lesser of ten percent (10%) of the Supplement 13 Participant’s Compensation or $7,500, as adjusted under PRIRC ($8,000 as of January 1, 1998).

S13.5 Average Deferral Percentage Limits . In addition to the limitations described in Section 3.3 of the Plan, the “average deferral percentage” (as defined in Section 3.3.2 of the Plan) for Highly Compensated Supplement 13 Participants (as defined below) for each Plan Year shall not exceed the limitations of Section 3.3 of the Plan applied by substituting the terms “Highly Compensated Supplement 13 Participants” and “Not Highly Compensated Supplement 13 Participants” for the terms “Highly Compensated Employees” and “not Highly Compensated Employees,” respectively.

S13.5.1 The average deferral percentage under this Section S13.5 shall be calculated without regard to the limitations of Section 401(a)(17) of the Code.

S13.5.2 For purposes of this Section S13.5, the term “Highly Compensated Supplement 13 Participant” means any Supplement 13 Member who is eligible to participate in the Plan and is more highly compensated than two-thirds of all other Supplement 13 Participants eligible to participate in the Plan and employed by the same Employer. Any other Supplement 13 Member is a “Not Highly Compensated Supplement 13 Participant.

S13-1

S13.5.3 For purposes of this Section S13.5, if more than one plan providing a cash or deferred arrangement (within the meaning of Section 1165(e) of PRIRC) is maintained by the Employer or an Affiliate, the “average deferral percentage” (as defined in Section 3.3.2 of the Plan) of any Highly Compensated Supplement 13 Member who participates in more than one such plan or arrangement shall be determined as if all such arrangements were a single plan or arrangement.

S13.5.4 If two or more plans are aggregated for purposes of Sections 1165(a)(3) or 1165(a)(4) of PRIRC, such plans shall be aggregated for purposes of determining the “average deferral percentage” of Supplement 13 Participants as if all such plans were a single plan.

S13.6 Distribution of Puerto Rico Excess Contributions . Puerto Rico Excess Contributions shall be determined by reducing the amount of Elective Contributions (and the amounts taken into account as Elective Contributions) to be permitted on behalf of Highly Compensated Supplement 13 Participants in the order of the average deferral percentages, beginning with the highest of such percentages. To the extent permitted under applicable laws and regulations, Puerto Rico Excess Contributions for a Plan Year, plus any income or minus any loss allocable thereto, shall be distributed no later than the close of the following Plan Year. For purposes of this Section S13.6, the term “Puerto Rico Excess Contributions” means the Elective Contributions by Highly Compensated Supplement 13 Participants in excess of the limitations of Section 3.3 of the Plan, as modified by Section S13.5.

S13.7 Matching Contributions Only for Permissible Elective Contributions . To the extent permitted by applicable laws and regulations, no Matching Contributions shall be made with respect to Puerto Rico Excess Contributions distributable pursuant to Section S13.6 or Elective Contributions in excess of the limitations of Section S13.4.

S13.8 Contributions May Not Exceed Amount Deductible . In no event shall Employer contributions under Article III of the Plan for any taxable year exceed the maximum amount (including amounts carried forward) deductible for that taxable year under Section 1023(n) of PRIRC.

S13.9 Contributions Conditioned on Deductibility and Savings Plan Qualification . Each contribution by an Employer under Article III of the Plan is conditioned on the deductibility of such contribution under Section 1023(n) of PRIRC for the taxable year for which contributed, and on the initial qualification of the Plan under Section 1165(a) of PRIRC.

S13.10 Rollover Contributions . Contributions by a Supplement 13 Member under Section 3.6 of the Plan are limited to amounts distributed from an employee retirement plan that also qualifies under Section 1165(a) of PRIRC.

S13.11 Payment of Contributions . Contributions to the Plan by an Employer engaged in business in Puerto Rico shall be paid to the Trustee not later than the due date for filing its Puerto Rico Income Tax Return for the taxable year in which such payroll period falls, including any extension thereof.

S13-2

S13.12 Use of Terms . All terms and provisions of the Plan shall apply to this Supplement 13, except that where the terms and provisions of the Plan and this Supplement 13 conflict, the terms and provisions of this Supplement 13 shall govern.

S13-3

SUPPLEMENT NO. 14

ARROW ELECTRONICS SAVINGS PLAN

Special Provisions Applicable to
Former Employees of Pioneer-Standard Electronics, Inc.

The following special provisions have been adopted in connection with the acquisition by the Company of substantially all of the assets of Pioneer-Standard’s Industrial Electronics Division of Pioneer-Standard Electronics, Inc. (“Pioneer”) and the resulting transfer of certain employees of Pioneer to the employ of the Company effective March 1, 2003.

S14.1 Date of Membership . In the case of a Pioneer employee who became an Eligible Employee as of March 1, 2003, in connection with the above-described acquisition (a “Pioneer Employee”):

(a) A Pioneer Employee who had been continuously employed at Pioneer for at least three months immediately prior to his transfer to the Company will become a Member effective March 1, 2003 if he is then age 21 or older, and otherwise on the first Entry Date on which he is at least age 21 (and remains an Eligible Employee).

(b) Any other Pioneer Employee who qualifies as a “Regular Employee” as defined in Section 2.1 will become a Member effective July 1, 2003 if he is then an Eligible Employee who is age 21 or older, and otherwise on the first Entry Date on which he is at least age 21 (and remains an Eligible Employee).

(c) A Pioneer Employee who is not described in paragraph (a) above and is not a Regular Employee shall be entitled to become a Member only upon satisfying the requirements of the second sentence of Section 2.1, applied without regard to his prior employment with Pioneer.

S14.2 Vesting . Years of Service for a Pioneer Employee described in paragraph (a) or (b) of Section S14.1 shall take into account his employment with Pioneer prior to March 1, 2003, as follows:

(a) The Pioneer Employee shall be credited with 190 Hours of Service for each of January and February of 2003 if he had any paid working hour with Pioneer in such month.

(b) A Pioneer Employee shall be credited with Years of Service for periods prior to January 1, 2003 equal to the number of full years of his most recent continuous period of employment with Pioneer prior to January 1, 2003 plus any fraction of such a year in excess of 6 months.

S14-1

(c) A Pioneer Employee who was employed by the Company within 90 days prior to the commencement of employment with Pioneer shall be entitled to reinstatement of his Years of Service prior to such employment with Pioneer, whether or not such Years of Service would otherwise be disregarded under any break rule of the Plan.

S14.3 Pioneer Records . The Committee may use and rely upon records maintained by Pioneer and apply such conventions it deems necessary or desirable to determine Years of Service to be credited to such Pioneer Employee and his eligibility to participate in accordance with Section 2.1 and this Supplement 14 based on his employment with Pioneer.

S14.4 Rollover to Plan of After-Tax Contributions . Notwithstanding Section 3.6 of the Plan, in connection with the above acquisition, Pioneer Employees may make Rollover Contributions to the Plan from the Retirement Plan of Pioneer-Standard Electronics Inc. that include after-tax employee contributions.

S14.5 Rollovers of Loans . A Pioneer Employee’s Rollover Contribution may include a loan note if such note is transferred in a direct rollover to the Plan from the Retirement Plan of Pioneer-Standard Electronics Inc., subject to any rules adopted by the Committee to ensure that any such loan note has complied with the rules and regulations governing participant loans under Code section 4975 and ERISA section 408(b)(1). Any loan note rolled over to the Plan pursuant to this Section S14.5 shall be regarded as an outstanding loan for purposes of Section 7.3. For purposes of this section, the term “loan note” includes any legally enforceable obligation to repay a participant loan from another qualified plan.

S14-2

SUPPLEMENT NO. 15

ARROW ELECTRONICS
SAVINGS PLAN

Special Provisions Applicable to Eligible Employees of RAD Technologies

Effective October 19, 2005, and without limiting the generality of Members’ rights otherwise to make rollovers of eligible rollover distributions in accordance with Section 8.15, Members who are Eligible RAD Employees shall have the opportunity to transfer the assets in their respective Accounts, including any loan note therein, in a direct rollover to the RAD Technologies 401(k) Plan and Trust.

S15.1 Special Definitions . For purposes of this Supplement No. 15

S15.1.1 “ Eligible RAD Employee ” means a former employee of the Company who became an employee of RAD Technologies in connection with the sale of certain Company assets to RAD Technologies effective May 31, 2005.

S15.1.2 “ RAD Plan ” shall mean the RAD Technologies 401(k) Plan and Trust, as amended from time to time.

S15.1.3 “ RAD Technologies ” means RAD Technologies LLC.

S15.2 A transfer of assets in connection with this Supplement 15 to the RAD Plan shall be made in accordance with such procedures as the Committee shall establish for the purpose in accordance with Sections 8.15 and 12.2.

S15-1

SUPPLEMENT NO. 16

ARROW ELECTRONICS
SAVINGS PLAN

Special Provisions Applicable
to Former Employees of Alternative Data Technology, Inc.

Effective as of March 1, 2007, the Alternative Data Technology, Inc. Profit Sharing & 401(k) Plan (the “ADT Plan”) shall merge into this Plan, and the terms of the Plan shall supersede the terms of the ADT Plan. This Supplement No. 16 provides for such merger (“Merger”) and sets forth special provisions that apply to former employees of Alternative Data Technologies, Inc. (“ADT”).

S16.1 Special Definitions . For purposes of this Supplement No. 16:

S16.1.1 “ Elective Subaccount ” means a subaccount within a Member’s Elective Account to which elective deferrals made under the ADT Plan are transferred.

S16.1.2 “ Rollover Subaccount ” means a subaccount with a Member’s Rollover Account to which rollover contributions made under the ADT Plan are transferred.

S16.1.3 “ ADT ” means Alternative Data Technology, Inc., a Colorado corporation acquired by the Company on November 30, 2006.

S16.1.4 “ ADT Account ” means an account maintained under the ADT Plan immediately prior to the Merger containing elective deferrals and rollover contributions, if any, for an ADT Member.

S16.1.5 “ ADT Employee ” means an individual who was employed by ADT on or before November 30, 2006 and was thereafter employed by an Employer.

S16.1.6 “ ADT Member ” means a participant in the ADT Plan who had an undistributed account thereunder immediately prior to the Merger.

S16.1.8 “ ADT Plan ” means the Alternative Data Technology, Inc. Profit Sharing & 401(k) Plan as in effect prior to the Merger.

S16.1.9 “ ADT Trust Fund ” means the trust fund maintained under the ADT Plan immediately prior to the Merger.

S16.2 Membership in Plan, Generally Effective January 1, 2007 . Each ADT Employee who was employed by ADT on November 30, 2006 and was an Eligible Employee on January 1, 2007 shall become a Member of the Plan on that date without respect to the Plan’s age and service requirements for participation. Each ADT Member who is not then employed by an

S16-1

Employer shall become a member on March 1, 2007, but solely with respect to his ADT Account unless he otherwise qualifies as a Member under the Plan.

S16.3 Merger . Effective March 1, 2007, the ADT Plan and the ADT Trust Fund are merged into this Plan and the trust fund thereunder, and the terms of this Plan supersede the terms of the ADT Plan. All persons (including current and former employees and their beneficiaries) having an interest under the ADT Plan prior to March 1, 2007 shall, on and after March 1, 2007, be entitled to benefits solely from the Plan, including this Supplement No. 16, in lieu of any and all interest which they had or may have had under the ADT Plan.

S16.4 Transfer of ADT Trust Fund . The assets held by the trustees of the ADT Trust Fund shall be transferred to the Trustee on March 1, 2007 or as soon as practicable thereafter. If and to the extent that such transfer is not completed on March 1, 2007 such trustees shall hold such assets, as adjusted for investment gain or loss thereon and expenses attributable thereto, as an additional trustee under this Plan, until such transfer is completed.

S16.5 Allocation of Transferred Accounts . Funds transferred to the Trustee in respect of a Member’s ADT Account shall be allocated under the Plan to such Member’s Elective and Rollover Subaccounts, as applicable.

S16.6 Investment of Transferred Assets . Funds transferred to the Trustee pursuant to Section S16.4 shall be invested in accordance with Section S16.8. Thereafter, the Member may change the portion of his Account that is invested in each Investment Fund in accordance with Article V of the Plan.

S16.7 Fund Mapping . The following fund mapping shall become effective upon the transfer pursuant to Section S16.4:


From the Following ADT Plan Funds		Into Plan Investment Funds
SSgA Government Money Market		Fidelity Retirement Govt. MMKT

PIMCO Total Return Fund – Class A		Fidelity Intermediate Bond

DWS High Inc. Plus Fund – Class S		Fidelity Intermediate Bond

SSgA S&P 500 Index Fund		Fidelity Spartan US Equity Index Inv

SSgA Russell 2000 Index Strategy		Laudus Rosenberg U.S. Discovery Instl.

SSgA S&P MidCap 400 Index		Laudus Rosenberg U.s. Discovery Instl.

AllianceBenstein Growth and Inc – A		Fidelity Equity Income

DWS Large Cap Value Fund – A		Fidelity Equity Income

Allianz NFJ Small-Cap Value – A		Laudus Rosenberg U.S. Discovery Instl

DWS Small Cap Growth Fund – A		Laudus Rosenberg U.S. Discovery Instl

Neuberger Berman P’ners – Advisor		Cap Guardian

Oppenheimer Capital Apprec – A		Cap Guardian

S16-2


Fidelity Advisor Equity Growth – T		T. Rowe Price

Franklin Rising Dividends		Fidelity Value

Alger MidCap Growth Inst’l – I		Laudus Rosenberg U.S. Discovery Instl.

Am. Century Intl. Growth – Advisor		JP Morgan Intl Equity S

Templeton Growth Inc – R		JP Morgan Intl Equity S

SSgA Life Solutions Inc. & Growth		Fidelity Freedom 2005

SSgA Life Sol. Balanced Growth		Fidelity Freedom 2015

SSgA Life Solutions Growth		Fidelity Freedom 2025

S16.8 Credit Under the Plan for Service with ADT . Effective on and after January1, 2007, and ADT Employees’ eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account (a) employment with ADT prior to November 30, 2006 as if ADT had been an Affiliate for the period during which it maintained the ADT Plan, and (b) any additional period credited for vesting purposes under the ADT Plan and not disregarded under the break in service rules under the ADT Plan or this Plan. The Committee may use and rely upon records maintained by ADT to compute Hours of Service in order to determine Years of Service to be credited to such employee and his eligibility to participate in accordance with Section 2.1 based on his employment with ADT.

S16.9 Withdrawals During Employment .

S16.9.1 Withdrawals During Employment Irrespective of Age . An ADT Member who is employed by an Employer or Affiliate may elect to withdraw from the Plan all or any portion of any of his benefit amounts attributable to his Rollover Subaccount (if any) (including investment earnings allocable thereto) at any time.

S16.9.2 Withdrawals During Employment After Age 59-1/2 . After attaining age 59-1/2, an ADT Member who is employed by an Employer or Affiliate may elect to withdraw from the Plan all or any portion of any of his benefit amounts attributable to his Elective and Rollover Subaccounts (including investment earnings allocable thereto) at any time.

S16.10 ADT Plan Amended . The provisions of this Supplement No. 16 shall be treated as an amendment to and a part of the ADT Plan to the extent necessary to give full effect to this Supplement.

S16-3

SUPPLEMENT NO. 17

ARROW ELECTRONICS
SAVINGS PLAN

Special Provisions Applicable
to Former Employees of Keylink Systems

Effective as of April 1, 2007, Arrow Electronics, Inc., Arrow Electronics Canada LTD and Support Net, Inc. purchased certain assets of the Keylink Systems business unit from Agilysys, Inc. and Agilysys Canada Inc., pursuant to an asset purchase agreement dated January 2, 2007. This Supplement No. 17 sets forth special provisions that apply to certain employees of the Keylink Systems business unit who became employed by the Company or another Employer as a result of the above transaction.

S17.1 Special Definitions . For purposes of this Supplement No. 17:

S17.1.3 “ Keylink ” means the business unit acquired by the Company and its above referenced subsidiaries pursuant to an asset purchase on April 1, 2007.

S17.1.5 “ Keylink Employee ” means an individual who was employed by Keylink immediately prior to April 1, 2007, other than an employee employed by Agilysys Canada, and who became employed by an Employer or Affiliate on April 1, 2007.

S17.1.6 “ Agilysys Member ” means a Keylink Employee who is a participant in the Agilysys Plan with an undistributed account thereunder.

S17.1.8 “ Agilysys Plan ” means the Retirement Plan of Agilysys, Inc., a section 401(k) plan sponsored by Agilysys, Inc.

S17.2 Rollovers from the Agilysys Plan . Keylink Employees shall be eligible to roll over their accounts from the Agilysys Plan to the Plan on and after June 2, 2007.

S17.2.1 Allocation of Rollovers . Funds rolled over to the Trustee in respect of a Member’s Agilysys Plan account shall be allocated under the Plan to such Member’s Rollover Account.

S17.2.2 Rollovers of Loans . A Keylink Employee’s Rollover Contribution may include a loan note if such note is transferred in a direct rollover to the Plan from the Agilysys Plan, subject to any rules adopted by the Committee to ensure that any such loan note has complied with the rules and regulations governing participant loans under Code section 4975 and ERISA section 408(b)(1). Any loan note rolled over to the Plan pursuant to this Section S17.2.2 shall be regarded as an outstanding loan for purposes of Section 7.3. For

S17-1

purposes of this section, the term “loan note” includes any legally enforceable obligation to repay a participant loan from another qualified plan.

S17.3 Waiver of Applicable Waiting Period — Credit Under the Plan for Service with Keylink . Effective on and after April 1, 2007, Keylink Employees shall be eligible to participate in the Plan without regard the applicable waiting period of Section 2.1. Hours of Service and Years of Service under the Plan for such Keylink Employees shall be determined by taking into account the most recent period of employment with Keylink and its predecessors, based on dates of hire furnished by Agilysys, Inc. The Committee may use and rely upon records maintained by Agilysys, Inc., and may use such equivalencies as the Committee determines is appropriate, to compute Hours of Service in order to determine Years of Service to be credited to such employee based on his employment with Keylink.

S17-2

SUPPLEMENT NO. 18

ARROW ELECTRONICS
SAVINGS PLAN

Special Provisions Applicable to
Former Employees of ACI Electronics, Inc.

The following special provisions have been adopted in connection with the acquisition by the Company of the operating assets of ACI Electronics, LLC, (“ACI”) and the resulting transfer of certain employees of ACI to the employ of the Company effective March 1, 2008.

S18.1 “ ACI ” means ACI Electronics, LLC, a Delaware limited liability company.

S18.2 Membership in Plan . Each individual who was employed by ACI on February 29, 2008 and was an Eligible Employee on March 1, 2008 (an “ACI Employee”) shall become a Member of the Plan on that date without respect to the Plan’s age and service requirements for participation.

S18.3 Credit Under the Plan for Service with ACI . Effective on and after March 1, 2008, an ACI Employee’s Hours of Service and Years of Service under the Plan shall be determined by taking into account employment with ACI prior to March 1, 2008 as if ACI had been an Affiliate prior to such date. The Committee may use and rely upon records maintained by ACI to compute Hours of Service in order to determine Years of Service to be credited to each ACI Employee.

S18-1

Table of Contents


			Page
ARTICLE I		DEFINITIONS		2
	1.1	Accounts		2
	1.2	Affiliate		2
	1.3	Applicable Plan Year		3
	1.4	Appropriate Form		3
	1.5	Beneficiary		3
	1.6	Board of Directors		3
	1.7	Code		3
	1.8	Catch-up Contributions		3
	1.9	Committee		3
	1.10	Common Stock		3
	1.11	Company		3
	1.12	Company Representative		3
	1.13	Compensation		4
	1.14	Compensation Limit		4
	1.15	Contribution Agreement		4
	1.16	Disability		4
	1.17	Effective Date		4
	1.18	Elective Account		5
	1.19	Elective Contributions		5
	1.20	Elective Deferral Limit		5
	1.21	Eligible Employee		5
	1.22	Employer		6
	1.23	Entry Date		6
	1.24	ERISA		6
	1.25	ESOP Contributions		6
	1.26	Fund or Trust Fund		6
	1.27	Highly Compensated Employee		6
	1.28	Hour of Service		6
	1.29	Investment Adjustments		8
	1.30	Investment Fund		8
	1.31	Loan Account		8
	1.32	Loan Fund		8
	1.33	Matching Account		8
	1.34	Matching Contributions		8
	1.35	Member		9
	1.36	Normal Retirement Date		9
	1.37	One-Year Break in Service		9
	1.38	Plan		9
	1.39	Plan Year		9
	1.40	Rollover Account		9
	1.41	Rollover Contribution		9
	1.42	Section 401(k) Member		9

Table of Contents
(continued)


			Page
	1.43	Termination of Employment		9
	1.44	Total Earnings		10
	1.45	Trust Agreement		10
	1.46	Trustee		10
	1.47	Valuation Date		10
	1.48	Vested Percentage		10
	1.49	Year of Service		10
	1.50	“Same-sex Marriages”		11

ARTICLE II		MEMBERSHIP		12
	2.1	Membership		12
	2.2	Service with Affiliates		12
	2.3	Contribution Agreement		12
	2.4	Transfers		13
	2.5	Transfers Between Employers		13
	2.6	Reemployment		13
	2.7	Service with Predecessors or Affiliates, or as an Ineligible Employee		13

ARTICLE III		CONTRIBUTIONS		15
	3.1	Elective Contributions		15
	3.2	Matching Contributions		17
	3.3	Section 401(k) Limit on Elective Contributions		17
	3.4	Section 401(m) Limit on Matching Contributions		19
	3.5	Special Rules		21
	3.6	Rollovers		22
	3.7	Maximum Limit on Allocation		23
	3.8	Form and Time of Payment		23
	3.9	Contributions May Not Exceed Amount Deductible		23
	3.10	Contributions Conditioned on Deductibility and Plan Qualification		23
	3.11	Expenses		23
	3.12	No Employee Contributions		23
	3.13	Profits Not Required		24
	3.14	Contributions for Military Service		24

ARTICLE IV		VESTING		25
	4.1	Elective Account and Rollover Account		25
	4.2	Matching Account		25
	4.3	Forfeitures		26
	4.4	Irrevocable Forfeitures		26
	4.5	Application of Forfeitures		27

ARTICLE V		ACCOUNTS AND DESIGNATION OF INVESTMENT FUNDS		28
	5.1	Investment of Account Balances		28
	5.2	Designation of Investment Funds for Future Contributions		28
	5.3	Designation of Investment Funds for Existing Account Balances		28

Table of Contents
(continued)


			Page
	5.4	Valuation of Investment Funds		28
	5.5	Correction of Error		29
	5.6	Allocation Shall Not Vest Title		29
	5.7	Statement of Accounts		29
	5.8	Daily Valuation		29

ARTICLE VI		LIMITATION ON MAXIMUM CONTRIBUTIONS AND BENEFITS UNDER ALL PLANS		30
	6.1	Definitions		30
	6.2	Limitation on Annual Additions		30
	6.3	Application		30
	6.4	Limitation Year		31
	6.5	Correlation with Higher ESOP Limit		31

ARTICLE VII		DISTRIBUTIONS, WITHDRAWALS AND LOANS		32
	7.1	Distribution on Termination of Employment		32
	7.2	Withdrawals during Employment		32
	7.3	Loans during Employment		34
	7.4	Loan Requirements		34
	7.5	Loan Expenses		36
	7.6	Funding		36
	7.7	Repayment		37
	7.8	Valuation		37
	7.9	Allocation among Investment Funds		37
	7.10	Disposition of Loan Upon Certain Events		37
	7.11	Withdrawals from Plan While Loan is Outstanding		37
	7.12	Compliance with Applicable Law		37
	7.13	Default		38
	7.14	Conversion of Loan to Hardship Distribution		38

ARTICLE VIII		PAYMENT OF BENEFITS		39
	8.1	Payment of Benefits		39
	8.2	Death Benefits		40
	8.3	Non-Alienation of Benefits		40
	8.4	Doubt as to Right to Payment		40
	8.5	Incapacity		41
	8.6	Time of Commencement of Benefits		41
	8.7	Payments to Minors		41
	8.8	Identity of Proper Payee		42
	8.9	Inability to Locate Distributee		42
	8.10	Estoppel of Members and Their Beneficiaries		42
	8.11	Qualified Domestic Relations Orders		42
	8.12	Benefits Payable Only from Fund		43
	8.13	Prior Plan Distribution Forms		43
	8.14	Restrictions on Distribution		44

iii

Table of Contents
(continued)


			Page
	8.15	Direct Rollover of Eligible Rollover Distributions		44
	8.16	Receipt of ESOP Beneficiary’s Account		45

ARTICLE IX		BENEFICIARY DESIGNATION		47
	9.1	Designation of Beneficiary		47
	9.2	Spouse as Presumptive Beneficiary		47
	9.3	Change of Beneficiary		47
	9.4	Failure to Designate		47
	9.5	Effect of Marriage, Divorce or Annulment, or Legal Separation		47
	9.6	Proof of Death, etc.		48
	9.7	Discharge of Liability		48

ARTICLE X		ADMINISTRATION OF THE PLAN		49
	10.1	Committee		49
	10.2	Named Fiduciary		49
	10.3	Powers and Discretion of the Named Fiduciary		49
	10.4	Advisers		50
	10.5	Service in Multiple Capacities		51
	10.6	Limitation of Liability; Indemnity		51
	10.7	Reliance on Information		51
	10.8	Subcommittees, Counsel and Agents		51
	10.9	Funding Policy		52
	10.10	Proper Proof		52
	10.11	Genuineness of Documents		52
	10.12	Members May Direct Investments		52
	10.13	Records and Reports		53
	10.14	Recovery of Overpayments		53

ARTICLE XI		THE TRUST AGREEMENT		54
	11.1	The Trust Agreement		54
	11.2	No Diversion of Fund		54
	11.3	Duties and Responsibilities of the Trustee		54

ARTICLE XII		AMENDMENT		55
	12.1	Right of the Company to Amend the Plan		55
	12.2	Plan Merger		55
	12.3	Amendments Required by Law		55
	12.4	Right to Terminate		55
	12.5	Termination of Trust		55
	12.6	Continuation of Trust		56
	12.7	Discontinuance of Contributions		56

ARTICLE XIII		MISCELLANEOUS PROVISIONS		57
	13.1	Plan Not a Contract of Employment		57
	13.2	Merger		57
	13.3	Claims Procedure		57

Table of Contents
(continued)


			Page
	13.4	Controlling Law		57
	13.5	Separability		57
	13.6	Captions		57
	13.7	Usage		57

ARTICLE XIV		LEASED EMPLOYEES		58
	14.1	Definitions		58
	14.2	Treatment of Leased Employees		58
	14.3	Exception for Employees Covered by Plans of Leasing Organization		58
	14.4	Construction		58

ARTICLE XV		“TOP-HEAVY” PROVISIONS		59
	15.1	Determination of “Top-Heavy” Status		59
	15.2	Provisions Applicable in “Top-Heavy ” Plan Years		61

ARTICLE XVI		CATCH-UP CONTRIBUTIONS		63
	16.1	General		63
	16.2	Method of Contribution		63
	16.3	Ineligibility for Matching Contributions		63
	16.4	Limit on Catch-Up Contribution		63
	16.5	Treatment of Catch-up Contributions		63
	16.6	Qualification as Catch-up Contributions		63
	16.7	Catch-up Contributions Disregarded for Certain Purposes		64

ARTICLE XVII		AUTO-ENROLLMENT		65
	17.1	Employees Subject to Auto-enrollment		65
	17.2	Auto-enrollment		65
	17.3	Initial Notice		65
	17.4	Annual Notice		65
	17.5	Notice Procedures		66
	17.6	Election to Disenroll		66

Exhibit 10(b)

WYLE ELECTRONICS RETIREMENT PLAN
(As amended and restated September 9, 2009)

Exhibit 10(b)

Table of Contents


	Page
ARTICLE I PURPOSES AND LIMITATIONS		3
1.1 Purposes		3
1.2 Limitation on Reversionary Right		3
1.3 Limitation on Employee Rights		3

ARTICLE II DEFINITION OF TERMS		4
2.1 Actuarial Value or Equivalent		4
2.2 Affiliate		4
2.3 Annuity Commencement Date		4
2.4 Armed Forces Services		5
2.5 Board of Directors		5
2.6 Code		6
2.7 Committee		6
2.8 Company		6
2.9 Company Representative		6
2.10 Credited Service		6
2.11 Defined Benefit Plan		8
2.12 Defined Contribution Plan		8
2.13 Domestic Partner		8
2.14 Effective Date		8
2.15 Employee		8
2.16 Employer		10
2.17 ERISA		10
2.18 Final Average Earnings		10
2.19 Highly Compensated Employee		14
2.20 Hours of Service		15
2.21 Leave of Absence		17
2.22 Participant		18
2.23 Participating Units		18
2.24 Plan Year		20
2.25 Termination of Employment		20
2.26 Trustee		20
2.27 Year of Vesting Credit Service		20

ARTICLE III ELIGIBILITY		22

ARTICLE IV RETIREMENT DATE		23
4.1 Normal Retirement Date		23
4.2 Early Retirement Date		23
4.3 Deferred Retirement Date		24
4.4 Effect of Reemployment upon Payment and Amount of Benefits:
Additional Rule for Deferred Retirement		25
4.5 Retirement Window		26

Table of Contents
(Continued)


	Page
ARTICLE V TRANSFER OF EMPLOYEES		28

ARTICLE VI AMOUNT OF RETIREMENT INCOME		29
6.1 Amount of Retirement Benefit		29
6.2 Payment of Benefit		31
6.3 Statutory Limitations		31
6.4 Participation in Defined Contribution Plan		40
6.5 Other Definitions		43
6.6 Limitation on Accruals on Funding Shortfall		44
6.7 Restrictions on Amendments to Increase Benefits		45

ARTICLE VII PAYMENT OF RETIREMENT BENEFITS		46
7.1 Commencement of Payment		46
7.2 Absent Participant		47
7.3 Code Section 436 Compliance		47

ARTICLE VIII FORM OF RETIREMENT BENEFITS		50
8.1 Forms of Payment		50
8.2 Other Rules		53
8.3 Preretirement Spousal Death Benefit		54
8.4 Small Lump Sum Benefit		55
8.5 Election for Small Benefit Distributions		57
8.6 Sylvan Ginsbury Lump Sum or Term Certain Annuity Benefit		58

ARTICLE IX TERMINATION OF SERVICE		60
9.1 Vesting Requirement		60
9.2 Accrued Benefit		61
9.3 Reemployment After Distribution		61
9.4 Repayment Privilege		62
9.5 Direct Rollover Option		62

ARTICLE X COMPANY CONTRIBUTIONS		65
10.1 Conditions on Contributions		65
10.2 Uses of Forfeitures		66
10.3 Limitations on Obligation to Contribute		66

ARTICLE XI COMMITTEE		67
11.1 Committee		67
11.2 Named Fiduciary		67
11.3 Powers and Discretion of the Named Fiduciary		68
11.4 Advisers		70
11.5 Service in Multiple Capacities		71
11.6 Limitation of Liability; Indemnity		71
11.7 Reliance on Information		72

Table of Contents
(Continued)


	Page
11.8 Subcommittees Counsel and Agents		72
11.9 Funding Policy		73
11.10 Proper Proof		73
11.11 Genuineness of Documents		73
11.12 Records and Reports		73
11.13 Recovery of Overpayments		73
11.14 Professional Assistance		74
11.15 Spousal Claims		74
11.16 Claims		74

ARTICLE XII FUNDING		76
12.1 Funding Agent		76
12.2 Procedure for Payment of Benefits		76
12.3 Status of Funding Agent		76
12.4 The Trust Agreement		77

ARTICLE XIII AMENDMENTS TO PLAN		78

ARTICLE XIV [RESERVED]		79

ARTICLE XV TERMINATION OF THE PLAN		80
15.1 Right to Terminate - Procedure		80
15.2 Method of Settlement		85
15.3 Merger		85

ARTICLE XVI Leased Employees		86
16.1 Definitions		86
16.2 Treatment of Leased Employees		86
16.3 Exception for Employees Covered by Plans of Leasing Organization		87
16.4 Construction		87

ARTICLE XVII MISCELLANEOUS		88
17.1 Antialienation		88
17.2 Applicable Law		88
17.3 Look Back Year		88

ARTICLE XVIII [RESERVED]		90

ARTICLE XIX TOP-HEAVY PROVISIONS		91
19.1 Rules Prior to 2002		91
19.2 Modification of Top-Heavy Rules		94

ARTICLE XX SPECIAL PROVISIONS APPLICABLE TO MEMEC LLC AND ITS SUBSIDIARIES		97

iii

Table of Contents
(Continued)


	Page
20.1 Special Definitions		97
20.2 “Memec Employees”		97
20.3 Memec Employees No Longer Active Participants Under the Plan		97

ARTICLE XXI Benefit Freeze		98

ARTICLE XXII Applicable Mortality Table on and After December 31, 2002		99

WYLE ELECTRONICS RETIREMENT PLAN

PREAMBLE

The Wyle Electronics Retirement Plan set forth herein (the “Plan”) was initially adopted effective February 1, 1973. The Plan was amended and restated effective February 1, 1989 and was subsequently amended and restated effective December 17, 1993 to reflect, in each case, amendments adopted since the prior restatement, to conform with applicable statutes and regulatory requirements, and to make other changes deemed desirable in order to effect the purposes of the Plan.

On February 15, 2002, the Plan was further restated to incorporate amendments adopted through December 31, 2000 and in order to make changes deemed necessary or advisable to comply with changes in applicable law, including those necessary to comply with the provisions of the Uniformed Services Employment and Reemployment Rights 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 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, effective as of the dates required by such provisions of law or as expressly set forth provided that clarifications of existing provisions are effective as of the same dates as the provisions which they clarify).

The Plan was further amended and restated on March 17, 2003, generally effective as of January 1, 2002 in order to comply with the Economic Growth and Tax Relief Reconciliation Act of 2001 (also referred to as EGTRRA) and to reflect certain Plan governance changes adopted July 17, 2002. The Plan was thereafter amended on October 24, 2005 to comply with the small

benefit cashout provisions of Code Section 401(a)(31)(B), effective March 28, 2005. The Plan is now hereby amended and restated to make certain changes to reflect provisions of the Pension Protection Act of 2006, the Pension Funding Equity Act of 2004, the Heroes Earnings Assistance and Relief Tax Act of 2008, and final regulations under Code Section 415, to update certain actuarial assumptions, and to add a contingent annuitant option for domestic partners and same-sex spouses. References herein to Paragraphs whose numbering changed since the prior Plan restatement shall, where the context so requires, refer to corresponding Paragraphs of the Plan as previously in effect.

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ARTICLE I

PURPOSES AND LIMITATIONS

1.1 Purposes . The Company, in order to encourage the loyalty, efficiency, continuity of service and productivity of its Employees, heretofore established the WYLE ELECTRONICS RETIREMENT PLAN, which is sometimes referred to herein as the “Plan”.

1.2 Limitation on Reversionary Right . Prior to the satisfaction of all liabilities with respect to Employees and their beneficiaries under the Plan, and, subject to the provisions of Paragraph 10.1 hereof permitting the refund of nondeductible contributions, no part of the principal or income which is to be contributed as hereinafter described is to be used for or diverted to purposes other than those which are for the exclusive benefit of such Employees or their beneficiaries.

1.3 Limitation on Employee Rights . The establishment of this Plan shall not be construed as giving any Employee or any person any legal or equitable right as against the Company or any other Employer or the Committee, unless such right is specifically provided for in this document, nor shall it be construed as giving any Employee the right to be retained in the service of any Employer.

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ARTICLE II

DEFINITION OF TERMS

The following terms shall have the meaning set forth below unless the context clearly requires otherwise.

2.1 Actuarial Value or Equivalent . References to the value of benefits or their actuarial equivalent shall mean the dollar value or amount of such benefits in the form and at the applicable time computed on the basis of the actuarial factors or assumptions (including interest and mortality) specified in the Plan.

2.2 Affiliate . Any trade or business (other than an Employer), whether or not incorporated, which at the time of reference controls, is controlled by, or is 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 Article VI, Section 415(h) of the Code. The term Affiliate shall also mean any member of an affiliated service group, within the meaning of Section 414(m) of the Code, that includes an Employer, or organization aggregated with an Employer pursuant to Section 414(o) of the Code, to the extent required by such sections. No entity shall be treated as an Affiliate for any period prior to the date on which its relationship with the Employers described in the foregoing two sentences begins, nor any period after such relationship ends.

2.3 Annuity Commencement Date . The first day of the first period for which a benefit under this Plan is paid as an annuity or, in the case of a lump sum distribution, the scheduled date of distribution (determined in either case without regard to administrative delays in the making or commencement of payment). Where applicable, the Annuity

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Commencement Date with respect to an annuity shall be the date duly elected by the Participant, such as an Early Retirement Date as described in Paragraph 4.2, or the Normal Retirement Date (as defined in Paragraph 4.1) for a Participant who has terminated employment and has not deferred commencement of payment to a later date (not later than the date provided in Paragraph 7.1(b)), by either affirmative election or failure to elect his form of benefit or to provide the information necessary for payment to commence.

2.4 Armed Forces Services . Effective December 12, 1994, notwithstanding any provision of this Plan to the contrary, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. Service credits so required that are based on Hours of Service shall be determined by crediting forty (40) Hours of Service for each week of such absence for service in the Armed Forces of the United States. If a Participant shall die or become disabled during his absence for military service as set forth herein, his term of employment shall be considered as having continued up to the date of his death or disability. Effective January 1, 2007, if a Participant dies while performing qualified military service (as defined in Section 414(u) of the Code), the beneficiary(ies) of such Participant shall be entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) that would have been available had the Participant resumed and then terminated employment on account of death, to be determined in accordance with the Heroes Earnings Assistance and Relief Tax Act of 2008 and guidance thereunder.

2.5 Board of Directors . The Board of Directors of the Company, or any duly authorized committee thereof.

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2.6 Code . The Internal Revenue Code of 1986, as amended from time to time.

2.7 Committee . Effective July 17, 2002, the Management Pension Investment and Oversight Committee appointed pursuant to Article XI and prior thereto, the Employee Benefits Committee as defined in the Plan as then in effect.

2.8 Company . Prior to January 1, 1995, Wyle Laboratories. Effective January 1, 1995 to October 16, 2000, Wyle Electronics, a corporation organized and existing pursuant to the laws of the State of California, and thereafter, Arrow Electronics, Inc. (successor by merger to Wyle Electronics).

2.9 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.

2.10 Credited Service . Credited Service shall consist of the number of years and full calendar months during which a person shall have served as an Employee as defined in Paragraph 2.15 with (i) any Original Participating Unit or Units designated as such under Paragraph 2.23(a) hereof, or (ii) any other Participating Unit, but only with respect to such service as shall be rendered after the date specified regarding such Unit in Paragraph 2.23(b). Any calendar month during which an Employee shall have served more than fifteen days shall be

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deemed to be a full month and any month during he shall have served less than sixteen days shall be disregarded.

After 1994 Credited Service shall consist of all periods during which a person shall have served as an Employee as defined in Paragraph 2.15 with (i) any Original Participating Unit or Units designated as such under Paragraph 2.23(a) hereof, or (ii) any other Participating Unit, but only with respect to such service as shall be rendered after the date specified regarding such Unit in Paragraph 2.22(b); provided that Credited Service for any Employee hired after such date, or after the Effective Date in the case of an Employee of any Original Participating Unit, shall commence on the date of such Employee’s commencement of participation under the Plan as provided in Article III. For these purposes, an Employee’s period of severance following a separation from service shall not be considered as a period of employment, but any absence not occurring as consequence of a separation from service shall be considered as a period of employment. An Employee shall be credited with a full month of service for the month in which his or her separation from service shall occur. With respect to Participants who do not complete an Hour of Service after January 31, 1988, Credited Service shall not include any service rendered by an Employee after (i) the date on which he shall have attained sixty-five (65) years of age if such date shall be the first day of a calendar month or (ii) in all other cases, after the calendar month during which he or she shall have attained sixty-five (65) years of age. Credited Service for a Participant who transfers from employment with another Employer to employment with Arrow Electronics, Inc. between October 16, 2000 and December 31, 2000 shall include the period of such employment with Arrow Electronics, Inc through December 31, 2000. In accordance with Article XXI, no period after December 31, 2000 shall be includible in Credited Service.

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2.11 Defined Benefit Plan . The term “Defined Benefit Plan” shall have the same meaning as provided in Section 3(35) of ERISA.

2.12 Defined Contribution Plan . The term “Defined Contribution Plan” shall have the same meaning as provided in Section 3(34) of ERISA.

2.13 Domestic Partner . An individual is a “Domestic Partner” with respect to a Participant for purposes of this Plan if (i) such individual and the Participant have a currently registered domestic partnership with a governmental body pursuant to state or local law authorizing such registration, or (ii) such individual and the Participant are parties to a civil union or same-sex marriage that is lawful in the jurisdiction in which entered into. In the absence of a formal registration, a Participant may register his or her domestic partnership with another individual by filing an affidavit with the Company in such form as the Company shall prescribe, and such individual shall qualify as a Domestic Partner of such Participant for purposes of this Plan until such time, if any, as the domestic partnership shall be terminated in accordance with applicable Company rules and procedures. Notwithstanding the foregoing, an individual will not be regarded as a Domestic Partner of a Participant if either such individual or the Participant is married to another person (even if legally separated) or have a domestic partnership with another person.

2.14 Effective Date . The original effective date of the Plan was February 1, 1973.

2.15 Employee . Every employee of an Employer who is employed in a Participating Unit (as defined in Paragraph 2.23) excluding, however, the following employees:

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(a) Any employee of the Electronics Enclosures Division who is a member of a bargaining unit.

(b) Any employee of the Angle Products Division, the Lewis Machine Division, or the Central Petroleum Division, who is a member of any union bargaining unit.

(d) Any employee of Redwing Carriers, Inc. who is compensated other than on a salaried basis.

(e) Any person employed by an Employer exclusively on an “on call” basis.

(f) Effective October 1, 1995, any nonresident alien who receives no earned income (within the meaning of Section 911(d)(2) of the Code) from an Employer which constitutes income from sources within the United States (within the meaning of Section 861(a)(3) of the Code).

Service with an Employer in any of the categories described in this Paragraph 2.15 (or with an Affiliate), shall in all circumstances be taken into account in calculating the Years of Vesting Credit Service under Paragraph 2.27 hereof.

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

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individual to the Employer, pursuant to which such individual is treated as a consultant or 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.

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

2.17 ERISA . The Employee Retirement Income Security Act of 1974, as amended.

2.18 Final Average Earnings .

(a) Participant’s Final Average Earnings . A Participant’s Final Average Earnings shall be his average monthly compensation for the five years in his Final Employment Period during which he shall have been most highly compensated or, if his Final Employment period shall be less than five years, his average monthly compensation during his Final Employment Period.

For purposes of this Article, the five years referred to above shall be Plan Years to the extent that they are years beginning before February, 1989, and shall be calendar years to the extent that they are years beginning after 1988.

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(b) Final Employment Period . A Participant’s Final Employment Period shall be the most recent ten-year period of service with an Employer or any Affiliate as of December 31, 2000. Such ten-year period shall be determined in accordance with the following table:

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First Day of		Most Recent Ten-Year Period
Employment		of Service Commences	Terminates

Before	Later of:		Calendar Year

February, 1989		(a) Plan Year commencing in ninth calendar year prior to calendar year of termination of employment or	of termination of employment

		(b) Plan Year in which first day of employment occurred

February, 1989	Later of:		Calendar Year

or later		(a) Calendar Year commencing in ninth calendar year prior to calendar year of termination of employment, or	of termination of employment

		(b) Calendar Year in which first day of employment occurred

Effective January 1, 1989, “Calendar Year” shall be substituted for “Plan Year”.

Notwithstanding the foregoing, the accrued benefit of any Employee who was a Participant on January 31, 1989, shall never be less than the amount of such benefit calculated by applying the definition of Final Average Earnings and Final Employment Period in effect on January 31, 1989, the date on which the Plan was amended to provide the definitions contained in subparagraphs (a) and (b) of this Paragraph.

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(c) Compensation . The Compensation to be taken into account is the salary, wage or commission paid to the Employee, including overtime pay, vacation pay and bonuses, exclusive of expenses, subsistence allowance or any other extra payments in a Plan Year. Furthermore, compensation for those personnel who are compensated on a commission basis and who are required to pay their own expenses from such commissions shall be an amount equal to the total commissions paid or accrued to such personnel. Compensation shall be determined before giving effect to any elective reductions described in Section 401(k) of the Code, or pursuant to a cafeteria plan described in Section 125 of the Code or in accordance with Section 132(f)(4) of the Code.

Compensation of any Participant in excess of Two Hundred Thousand Dollars in any Plan Year commencing prior to January 1, 1994, shall not be taken into account, nor Compensation in excess of the following limits for any later year:


		Compensation
Years		Limit
1994-1996		$150,000

1997-1999		$160,000

2000 and 2001		$170,000
(if required under top heavy rules)

In the event that the Plan should become top-heavy for plan years beginning on or after January 1, 2002 and it is therefore necessary to determine compensation for purposes of computing any top-heavy minimum benefit accrual, the limit on such compensation shall be $200,000 for plan years beginning on or after January 1, 2002, as such limit may be

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adjusted thereafter for cost of living increases pursuant to Section 401(a)(17) of the Code. The family aggregation rules in effect prior to January 1, 1997 are repealed as of that date.

With respect only to each Participant who is a Section 401(a)(17) Employee as defined in Treasury Regulations Section 1.401(a)(17)-1(e)(2)(i), the preceding provisions of this subparagraph shall be applied so that such Participant’s accrued benefit in each Year, commencing with the Year beginning February 1, 1989 (the statutory effective date as defined in Treasury Regulations Section 1.401(a)(17)-1(d)(1)(i)), shall consist of the greater of (A) the Participant’s Section 401(a)(17) frozen accrued benefit, as defined in Treasury Regulations Section 1.401(a)(17)-1(e)(2)(iv), plus the Participant’s accrued benefit determined under the formula applicable to benefit accruals in the current Plan Year as applied to Years of service after the Section 401(a)(17) fresh start date (as defined in Treasury Regulations Section 1.401(a)(17)-1(e)(2)(ii), or (B) the greater of (i) the Participant’s Section 401(a)(17) frozen accrued benefit, as defined hereinbefore, or (ii) the benefit calculated under the terms of the Plan as though the provisions of Code Section 401(a)(17) had always been in force.

Notwithstanding the foregoing, after June 30, 1996, the additional benefit accrued in any Year (hereinafter the “Current Year”) for any Participant hereunder shall be calculated without taking into account with respect to any Year any compensation in excess of the amount determined under Code Section 401(a)(17) for the Current Year as set forth above; provided, however, that no Participant shall, by reason of the foregoing, enjoy a benefit that is less than the benefit accrued for such Participant as of June 30, 1996.

2.19 Highly Compensated Employee . Effective from January 1, 1997 “Highly Compensated Employee” shall have the meaning set forth in the Veba Electronics Inc.

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401(k) Plan prior to January 1, 2001, and thereafter shall have the meaning set forth in the Arrow Electronics Savings Plan.

2.20 Hours of Service . Whenever Hours of Service shall be taken into account in determining the rights or benefits hereunder with respect to any employee, such hours shall be computed in accordance with the following rules:

(a) An Hour of Service is each hour for which an employee is directly or indirectly paid, or entitled to payment, by an Employer or Affiliate for the performance of duties during the applicable computation period. These hours shall be credited for the computation period or periods in which the duties were performed.

(b) An Hour of Service is each hour for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to by the Employer or Affiliate. These hours shall be credited for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made. Hours shall not be credited under both subparagraph (a) and this subparagraph (b). Thus, for example, an employee who receives a back pay award following a determination that he or she was paid at an unlawful rate for Hours of Service previously credited will not be entitled to additional credit for the same Hours of Service.

(c) An Hour of Service is, in addition to Hours of Service as defined in subparagraphs (a) and (b), each hour for which an employee is directly or indirectly paid, or entitled to such payment, by an Employer or Affiliate for reasons (such as vacation, sickness or Disability) other than for the performance of duties during the applicable computation period. For purposes of this subparagraph (c), irrespective of whether these hours have accrued in other

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computation periods, these hours shall be counted in the computation period in which either payment is actually made or amounts payable to the Employee come due. Thus, an employee who does not perform duties during a computation period because of a prolonged illness which is compensable by sick pay, whether previously or currently accrued, would be credited currently with Hours of Service irrespective of whether the sick pay was actually paid. For purposes of this subparagraph (c), Hours of Service shall be determined by dividing the payments received or due for reasons other than the performance of duties by the lesser of:

(i) The employee’s most recent hourly rate of compensation for the performance of duties; or

(ii) The employee’s average hourly rate of compensation for performance of duties for the most recent computation period in which the employee completed more than five hundred Hours of Service.

The method of determining the number of Hours of Service to be credited and to which computation period hours will be credited for periods during which no duties are performed shall be in conformity with Sections 2530.200b-2(b), (c), and (f) of Title 29 of the Code of Federal Regulations.

(d) When it shall be necessary to calculate Hours of Service for any employee who is not compensated on an hourly basis, such employee shall be credited with forty-five hours for each week during which such employee shall have been directly or indirectly compensated by an Employer or Affiliate or shall have been performing duties for an Employer or Affiliate. Such employee shall also be credited with Hours of Service for designated absences in the same manner as provided herein with respect to hourly Employees.

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(e) Special Rule for Maternity or Paternity Absence .

(i) In the case of each individual who is absent from work for any period (A) by reason of the pregnancy of the individual, (B) by reason of the birth of a child of the individual, (C) by reason of the placement of a child with the individual, or (D) for purposes of caring for such child for a period beginning immediately following such birth or placement, this Plan shall treat as Hours of Service, for the purpose of determining under this Plan whether a Break-in-Service has occurred, the hours described in Subsection (ii) of this subparagraph.

(ii) The hours described herein are (A) the Hours of Service which otherwise would normally have been credited to such individual but for such absence, or (B) in any case where the hours described in subsection (i) of this subparagraph cannot be determined, eight Hours of Service per day of such absence, except that the total number of hours treated as Hours of Service under this clause by reason of any such pregnancy or placement shall not exceed five hundred one hours.

(iii) The hours described hereinabove shall be treated as Hours of Service as provided herein: (A) Only in the Year in which the absence from work begins, if a Participant would be prevented from incurring a Break-in-Service in such Year solely because the period of absence is treated as Hours of Service as provided in subsection (i) of this Paragraph; or (B) in any other case, in the immediately following year.

2.21 Leave of Absence . Any absence of an employee from active service with an Employer or Affiliate which is not treated by the Employer or Affiliate as a Termination of

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Employment. Determinations by the Employer or Affiliate of Leaves of Absence shall be on a like basis to all Employees and shall not be discriminatory.

2.22 Participant . An Employee who on or after February 1, 1973, has met all the requirements of the Plan and who continues to have rights or contingent rights to benefits under the Plan.

2.23 Participating Units .

(a) Original Participating Unit : Each of the following units of the Employer is an originally designated Participating Unit for the purposes of this Plan so that service with such unit or its predecessor as provided in Paragraph 2.10 rendered prior to January 1, 2001 shall be taken into account in calculating Credited Service.

(i) The Company’s Corporate Offices as constituted from time to time prior to January 1, 2001;

(ii) The Scientific Services and Systems Group;

(iii) Wyle Distribution Group - Los Angeles;

(iv) Wyle Distribution Group - Seattle;

(v) Wyle Distribution Group - Phoenix;

(vi) Burton Electrical Engineering, El Segundo, California;

(vii) Electronic Enclosures, El Segundo, California, and Pennsauken, New Jersey.

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(b) Other Participating Units . Each of the following units of the Company (or any other Employer) is designated as a Participating Unit for purposes of this Plan, and service with such unit from and after the date indicated below and prior to January 1, 2001 (or earlier termination of such unit’s status as a member of a controlled group (within the meaning of Section 414(b) or 414(c) of the Code) which includes the Company) shall be taken into account in calculating Credited Service as provided in Paragraph 2.10 hereof:

(i) Angle Products Division – October 31, 1968;

(ii) Lewis Machine Division – October 31, 1968;

(iii) Pal-Vin Machine Division – October 31, 1968;

(iv) Wyle Distribution Group, San Diego – February 28, 1969;

(v) Central Petroleum Division – October 31, 1968;

(vi) Wyle Data Services – July 9, 1977;

(vii) Wyle Distribution Group Denver – February 1, 1980;

(viii) Wyle Distribution Group – Santa Clara, Inc. – February 1, 1980;

(ix) Applied Research Division – May 1, 1985;

(x) Sylvan Ginsbury, Ltd. – January 1, 1997.

(xi) Puerto Rico Operations – January 1, 1998

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(xii) VEBA Electronics, Inc. – February 1, 1998

(c) Arrow Electronics, Inc . Notwithstanding any other provision of the Plan, effective October 16, 2000, employment with Arrow Electronics, Inc. shall be treated as employment in a Participating Unit and as Credited Service if the Employee was employed in a Participating Unit immediately before his transfer to employment with Arrow Electronics, Inc. No other employment with Arrow Electronics, Inc. shall be treated as employment in a Participating Unit or be included in calculating Credited Service.

2.24 Plan Year . The twelve-month period beginning on February 1 and ending on January 31 of the following year. After January 31, 1993, the Plan Year shall be the eleven-month period ending December 31, 1993, and each calendar year thereafter.

2.25 Termination of Employment . (a) A dismissal for any reason; (b) a refusal or failure to return to work within five (5) working days after the date requested by an Employer or Affiliate in a notice mailed to an employee’s last known address, postage prepaid; (c) a failure to return to work at the conclusion of a Leave of Absence; (d) voluntary termination; or (e) termination by reason of death or disability.

2.26 Trustee . The trustee or trustees from time to time designated under a trust agreement under which this Plan is funded, as described in Paragraph 12.4. Where the context so requires, the term Trustee shall also mean or include the Funding Agent as defined in Paragraph 12.1.

2.27 Year of Vesting Credit Service . Any calendar year during which the Participant has completed one thousand or more Hours of Service with an Employer or its

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predecessor, or with an Affiliate, whether or not such service shall have been completed with a Participating Unit. In calculating a Participant’s vested interest hereunder, all Years of Vesting Credit Service, even though not consecutive, shall be taken into account; except that if a Participant (a) shall incur a period of consecutive One-Year Breaks in Service at least equal to the greater of (i) five such One-Year Breaks or (ii) the aggregate number of Years of Vesting Credit Service before such period, and (b) shall have had no vested interest hereunder at the commencement of said period, then Years of Vesting Credit Service prior to such period shall not be taken into account unless such Participant shall have returned to service prior to February 1, 1990. A one-Year Break in Service is any Plan Year during which a Participant shall complete less than five hundred Hours of Service with an Employer or Affiliate.

For periods prior to January 1, 1992, the term “Plan Year” is substituted for the term “calendar year” in the first sentence of this Paragraph. Any Employee who completes one thousand Hours of Service during the Plan Year ending January 31, 1992, and who also completes one thousand or more Hours of Service for the calendar year ending December 31, 1992, shall receive credit for two (2) Years of Vesting Credit Service hereunder as provided in Department of Labor Regulations Section 2530.203-2(c).

No amendment to the Plan shall cause any person who is an Employee on the effective date of the amendment to enjoy fewer years of Vesting Credit than he shall have enjoyed prior to such amendment.

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ARTICLE III

ELIGIBILITY

All Employees shall participate in the Plan on the first day of the month coinciding with or next following their dates of hire.

Effective January 1, 1999, no Employee who performed his or her first Hour of Service on or after January 1, 1999 shall participate in the Plan.

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ARTICLE IV

RETIREMENT DATE

4.1 Normal Retirement Date . A Participant’s Normal Retirement Date shall be the first day of the month coinciding with or next following his attainment of Normal Retirement Age.

A Participant shall be fully vested upon attaining his Normal Retirement Age; viz., the date on which he or she attains sixty-five (65) years of age, but not before the fifth anniversary of first day of the Plan Year in which he or she commenced participating in the Plan or, if earlier, his completion of five Years of Vesting Credit Service.

4.2 Early Retirement Date . A Participant may elect an Early Retirement Date as of the first day of any month after the date of such election and on or after his termination of employment, provided that he is, by such date, at least fifty-five years of age and provided that (i) he has completed ten Years of Vesting Credit Service or (ii) that his benefit hereunder has become fully vested by reason of a partial termination of the Plan. The Participant’s Early Retirement Benefit shall be a monthly lifetime income to commence on his Early Retirement Date in an amount equal to (a) his benefit earned to the date on which he shall have terminated his employment (calculated as provided in Paragraph 9.2), reduced by (b) an amount calculated by multiplying such accrued benefit by the percentage determined in the following sentence. The percentage referred to in the preceding sentence shall be the number of months by which the Participant’s Early Retirement Date precedes his sixty-fifth birthday anniversary multiplied by one-twelfth of five percent.

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If a Participant shall separate from the service of an Employer after having completed ten Years of Vesting Credit Service, but before attaining fifty-five years of age, such Participant shall be entitled to elect that his benefit shall be paid to him in conformity with the preceding provisions of this Paragraph 4.2, commencing as of the first day of any month coinciding with or following the date on which he shall attain fifty-five years of age.

4.3 Deferred Retirement Date . A Participant may continue in active service beyond his Normal Retirement Date until his Deferred Retirement Date, which shall be the first day of the calendar month following actual termination of service. No retirement income shall be paid to such a Participant until his actual retirement.

Upon his Deferred Retirement Date, a Participant shall be entitled to receive a monthly retirement income calculated as provided herein, but if such Participant shall have completed an Hour of Service after January 31, 1988, and if such Participant’s Normal Retirement Date shall have occurred before January 31, 1989, he shall be entitled to a benefit equal to the greater of the benefit as so calculated or the benefit to which he would have been entitled had he actually retired on January 31, 1989 (or to the benefit to which he was actually entitled if he in fact retired before January 31, 1989), pursuant to Paragraph 4.3 as in effect on January 31, 1989, which provided as follows:

Upon his Deferred Retirement Date, a Participant shall be entitled to receive a monthly retirement income which shall be equal to (a) the monthly retirement income which he was entitled to receive as of his Normal Retirement Date increased by (b) an amount calculated by multiplying such monthly income by the percentage determined in the following sentence. The percentage referred to in the preceding sentence shall be the

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number of months by which the Participant’s Deferred Retirement Date follows his sixty-fifth birthday anniversary multiplied by one-twelfth of five percent.

4.4 Effect of Reemployment upon Payment and Amount of Benefits: Additional Rule for Deferred Retirement .

(a) Reemployment Prior to Payment or Benefit Commencement . If a Participant is reemployed by the Employer before the payment of his retirement income has commenced, payment of such benefit shall not commence prior to his subsequent termination of his employment, and shall then be calculated with reference to all of his years of Credited Service.

(b) Reemployment While Receiving Benefits . If any Participant who is receiving benefits under the Plan returns to employment and if such employment is substantial as defined in subparagraph (d), then his retirement income shall be suspended during each calendar month of such employment. Upon his subsequent retirement, his retirement income shall be recomputed, based on his Credited Service prior and subsequent to such return to employment and his then attained age and reduced on an actuarial basis to take account of monthly payments previously received by him prior to his Normal Retirement Date. The Committee shall prepare and deliver the notice required by subparagraph (c) to each Participant whose retirement income is to be suspended pursuant to this Paragraph and to each Participant whose benefit payments are deferred pursuant to Paragraph 4.3.

(c) Notice . The Committee shall prepare and deliver to each Participant whose retirement income is postponed as provided in Paragraph 4.3 or suspended pursuant to subparagraph (b), a notice containing (i) a description of the specific reasons for the deferral or suspension of benefit payments; (ii) a general description of the Plan provisions

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relating to the deferral or suspension; (iii) a copy of such provisions; (iv) a statement to the effect that applicable Department of Labor regulations may be found in Section 2530.203-3 of the Code of Federal Regulations; and (v) a description of the Plan’s claim procedures. Such notice shall be furnished to the Participant by personal delivery or first class mail: (1) during the calendar month in which occurs his Normal Retirement Date, if his benefits are being deferred pursuant to Paragraph 4.3, or (2) during the first calendar month in which his benefits are suspended pursuant to subsection (b), whichever is applicable.

(d) Substantial Service . Service is “substantial” only if it is Section 203(a)(3)(B) service as defined in Department of Labor Regulations Section 2530.203-3(c). No suspension of benefits shall occur under the provisions of Paragraph 4.3 or this Paragraph 4.4 for any period during which service is not substantial as defined herein.

4.5 Retirement Window . The benefit payable to a Qualified Retiree as hereinafter defined shall be calculated by adding three years to such Retiree’s Age and three Years of Credited Service to such Retiree’s actual Years of Credited Service as of November 1, 1992 (but the aggregate Years of Credited Service shall not exceed 30). In addition thereto, (a) the benefit payable from the date on which such Retiree actually retires until the Qualified Retiree attains the age of 65 years shall be calculated without applying the reduction otherwise imposed under the provisions of Paragraph 6.1, and (b) the benefit (calculated as provided in this Paragraph) of any Qualified Retiree who attained at least 65 years of age on November 1, 1992, shall be increased by 15%. For purposes of applying the provisions of Paragraph 8.1(a), a Participant’s “monthly retirement income” does not include the adjustment provided in clause (a) of the preceding sentence. A Qualified Retiree is a Participant:

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(i) Who on September 1, 1992, was an active employee in the Scientific Services and Systems Group of the Company in a position junior to Group Vice-President or General Manager;

(ii) Who attained 55 years of age and had completed 10 Years of Credited Service on or before November 1, 1992;

(iii) Who retired from the Company as of November 1, 1992;

(iv) Who was living on November 1, 1992;

(v) Who executed an agreement with the Company waiving any claims arising out of his employment with the Company or the termination thereof and any claims arising prior to the date of the waiver arising under the Age Discrimination in Employment Act; and

(vi) The sum of whose age and Years of Credited Service as of the date on which he actually retired equaled not less than 80 years.

The term “Company” in the foregoing definition shall have the same meaning as under the Plan in effect on November 1, 1992.

Notwithstanding the foregoing, the provisions of this Paragraph shall be applied subject to the provisions of Paragraph 6.3 hereof. Under no circumstances shall the benefit enhancement provided under the provisions of this Paragraph be accorded to any person who retires after November 1, 1992.

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ARTICLE V

TRANSFER OF EMPLOYEES

The transfer of a Participant to a division, Affiliate or subsidiary which is not a Participating Unit shall not diminish the retirement benefits accrued to the credit of such Participant as of the date of such transfer. All Years of Vesting Credit Service, whether or not accrued in a Participating Unit, shall be included in calculating the vesting percentage calculated under the provisions of Article IX hereof.

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ARTICLE VI

AMOUNT OF RETIREMENT INCOME

6.1 Amount of Retirement Benefit . Each Participant shall upon his Normal Retirement Date be entitled to a monthly retirement income for life equal to the product of (a) forty percent (40%) of his Final Average Earnings, as defined in Paragraph 2.18, less forty percent (40%) of his Primary Insurance Amount, multiplied by (b) a fraction the numerator of which is such Participant’s Credited Service (not in excess of 30) and the denominator of which is 30. Notwithstanding the foregoing, (i) any person who was an Employee and a Participant in the Plan on September 30, 1980, and who continued to be an Employee and Participant thereafter shall enjoy a benefit at least as great as that determined as of September 30, 1980, under the provisions of the Plan as of said date; (ii) the benefit of any Participant who shall have retired or separated on or before September 30, 1980, and who shall not have been employed thereafter shall be determined under the provisions of the Plan as in effect at the time of such Employee’s separation or retirement; (iii) subject to the provisions of Article IX, no Participant shall enjoy a benefit that shall be less than the benefit he shall have earned as of June 30, 1996, under the terms of the Plan as then in effect; and (iv) any Employee who was a Participant on January 1, 1996, and who shall have completed at least ten (10) Years of Vesting Credit Service and shall have attained at least fifty (50) years of age on or before that date shall be entitled to a benefit calculated by substituting the applicable percentage from the table set forth below for the percentages stated in the first sentence of this Paragraph:

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Age Attained On or		Applicable
Before January 1, 1996		Percentage
50		40.67%
51		41.33%
52		42.00%
53		42.67%
54		43.33%
55		44.00%
56		44.67%
57		45.33%
58		46.00%
59		46.67%
60		47.33%
61		48.00%
62		48.67%
63		49.33%
64		50.00%

A Participant who separates from service with an Employer after January 1, 1989 with a vested right to benefits hereunder shall be entitled to a minimum retirement income of $50.00 a month (if paid as a single life annuity commencing at Normal Retirement Date).

The term “Primary Insurance Amount” shall mean the monthly primary old-age insurance benefit available to a Participant at age sixty-five under the provisions of Title II of the Social Security Act in effect at the earliest of his termination of employment, attainment of age sixty-five or December 31, 2000, without regard to any increases in the Social Security wage base or benefit levels that take effect after the earliest of such dates. If an Employee terminates employment prior to age sixty-five, his Primary Insurance Amount shall be estimated by assuming continuation of his annual compensation (taking into account the compensation described in subparagraph (c) of Paragraph 2.18) until age sixty-five in the same amount as his

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annual Compensation for the Plan Year in which the date of his termination of employment occurs.

Notwithstanding the foregoing in calculating the amount of offset, a Participant’s actual wage history shall be used to the extent that it is available. If such actual wage record shall not be available for all or any part of the Participant’s history of employment, an estimated wage history shall be used for those periods with respect to which the actual wage history is not available. Such estimated wages shall be calculated in conformity with any regulations or rulings that may be applicable. Furthermore, any offset calculated on the basis of an entirely or partially estimated salary history shall be recalculated on the basis of the actual salary history, if the Participant shall provide the Company with documentation of his actual salary history within a reasonable time, but not more than nine months, after the later of the date on which he is separated from the service of his Employer or is notified of the amount of his benefit.

6.2 Payment of Benefit . The Participant’s retirement benefits shall be paid to him pursuant to the provisions of Article VII hereof.

6.3 Statutory Limitations .

(a) General Rules . Notwithstanding any other provision hereof, the annual benefit for any Participant under this Plan for any Plan Year shall never exceed the lesser of:

(i) One hundred percent (100%) of the Participant’s average annual Compensation (calculated by taking into account those elements specified in Paragraph

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2.18(c) for the three consecutive years of service during which he shall have been most highly compensated); or

(ii) The sum of ninety thousand dollars or such greater amount as may be specified by the Commissioner of Internal Revenue pursuant to Code Section 415(d) for the calendar year within which the last day of the Plan Year falls; provided, however, that if the current accrued benefit of a Participant hereunder as of January 31, 1983 shall have exceeded ninety thousand dollars, the amount of such current accrued benefit shall be substituted for the sum of ninety thousand dollars in applying only to the interest of such Participant hereunder the provisions of this Paragraph 6.3 and the provisions of Paragraph 6.4. The term “current accrued benefit” means such Participant’s accrued benefit, expressed as an annual benefit (within the meaning of Section 415(b)(2) of the Code as in effect immediately before enactment of the Tax Equity and Fiscal Responsibility Act of 1982 (hereinafter “TEFRA”), without taking into account any changes in the terms and conditions of the Plan after July 1, 1983, or any cost-of-living adjustment occurring after July 1, 1983.

(b) Alternative Form of Payment . If a benefit shall be paid in a form other than a life annuity or a form that meets the requirements of a qualified joint and survivor annuity (as defined in Section 417(b) of the Code), then an adjustment shall be made so that the benefit payable shall not exceed the actuarial equivalent of a life annuity that would meet the requirements of this Paragraph 6.3. In determining actuarial equivalents under the preceding sentence, the interest rate assumption shall not be less than five percent (5%) per year; provided, that in the case of a lump sum distribution on or after July 7, 1995, the annual interest rate on 30-year Treasury securities, as specified by the Commissioner of Internal Revenue for purposes of Section 417(e) of the Code, for the second month preceding the first day of the Plan year in

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which the Participant’s distribution is to be made or begin shall apply in lieu of five percent (5%) per year. Effective July 7, 1995, the mortality assumption shall be determined according to the table prescribed by the Commissioner of Internal Revenue for purposes of Section 417(e) of the Code. Solely for distributions starting in the limitation years ending December 31, 2004 and December 31, 2005, in determining the actuarially equivalent straight life annuity for a lump sum or term certain benefit form subject to Section 417(e) of the Code, the following interest rate shall be applicable: the greater of 5.5 percent or the interest rate under Section 417(e) of the Code used to calculate lump sums in the Plan. For limitation years beginning on or after January 1, 2008, the interest rate shall be no less than the greatest of (i) 5.5%, (ii) a rate that results in a benefit of not more than 105% of the benefit that would result from using the rate defined in Code Section 417(e)(3), or (iii) the interest rate set forth in the Plan.

(c) Adjustment for Early Retirement . If the retirement benefit of a Participant commences before the Participant’s Social Security Retirement Age, the benefit payable shall not exceed the Defined Benefit Dollar Limitation reduced (i) in the case of a Participant whose Social Security Retirement Age is sixty-five (65) years, by five-ninths (5/9) of one percent (1%) for each month by which benefits commence before the month in which the Participant attains sixty-five (65) years of age or (ii) in the case of a Participant whose Social Security Retirement Age is greater than sixty-five (65) years, by five-ninths (5/9) of one percent (1%) for each of the first thirty-six (36) months and five-twelfths (5/12) of one percent (1%) for each of the additional months (up to twenty-four (24)) by which benefits commence before the month in which the Participant attains his or her Social Security Retirement Age. If the benefit begins before the Participant attains sixty-two (62) years of age, the benefit shall be limited to the actuarial equivalent of the Participant’s limitation for benefits commencing at sixty-two (62)

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years of age, with the reduced dollar limitation for such benefits further reduced for each month by which benefits commence before the month in which the Participant attains sixty-two years of age. Effective July 7, 1995, actuarial equivalents for this purpose shall be determined by using which of the following two actuarial factors produce the lower maximum benefit:

(i) The factor determined by an interest rate assumption of five percent (5%) per year and the mortality assumption determined according to the table prescribed by the Commissioner of Internal Revenue for purposes of Section 417(e) of the Code.

(ii) The factor determined by multiplying the number of months by which the Participant’s Early Retirement Date (as described in Paragraph 4.2) precedes his sixty-second birthday by one-twelfth of five percent.

The Social Security Retirement Age is age sixty-five (65) if the Participant was born before January 1, 1938, sixty-six (66) years of age if born before January 1, 1955, and sixty-seven (67) years of age if born after December 31, 1954.

(d) Adjustment for Deferred Retirement . If the retirement benefit of a Participant commences after the Participant’s Social Security Retirement Age, the Defined Benefit Dollar Limitation shall be adjusted so that it is the actuarial equivalent of a benefit of ninety thousand dollars beginning at the Social Security Retirement Age, multiplied by the Adjustment Factor as provided by the Secretary of the Treasury. Effective July 7, 1995, equivalency shall be based an interest rate assumption of five percent (5%) per year and the mortality assumption shall be determined according to the table prescribed by the Commissioner of Internal Revenue for purposes of Section 417(e) of the Code.

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(e) [Reserved].

(f) Small Benefit Exclusion . The provisions of this Paragraph 6.3 shall not apply to any Participant who has not at any time participated in any Defined Contribution Plan maintained by an Employer or Affiliate if his total annual benefit under this Plan and any other Defined Benefit Plan maintained by the Employer or Affiliate shall in the aggregate not be in excess of ten thousand dollars for the Plan Year.

(g) Adjustment of Limitation for Years of Service or Participation

(i) Defined Benefit Dollar Limitation . If a Participant has completed less than ten years of participation, the Participant’s accrued benefit shall not exceed the Defined Benefit Dollar Limitation as adjusted by multiplying such amount by a fraction, the numerator of which is the Participant’s number of years (or part thereof) of participation in the Plan, and the denominator of which is 10.

(ii) Other Defined Benefit Limitation . If a Participant has completed less than ten years of service with the Affiliates, the limitations described in Sections 415(b)(1)(B) and 415(b)(4) of the Code shall be adjusted by multiplying such amounts by a fraction, the numerator of which is the Participant’s number of years of service (or part thereof), and the denominator of which is 10.

(iii) Limitations on Reductions . In no event shall subparagraphs (i) and (ii) reduce the limitations provided under Sections 415(b)(1) and (4) of the Code to an amount less than one-tenth of the applicable limitation (as determined without regard to this subparagraph (g)).

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(iv) Application to Changes in Benefit Structure . To the extent provided by the Secretary of the Treasury, this subparagraph (g) shall be applied separately with respect to each change in the benefit structure of the Plan.

(h) Preservation of Current Accrued Benefit Under Defined Benefit Plan . If the Current Accrued Benefit of an individual who is a Participant as of the first day of the Year beginning on February 1, 1987, exceeds the benefit limitations under Section 415(b) of the Code (as modified by subparagraphs (c), (d) and (g) of this Paragraph 6.3, then, for purposes of Code Section 415(b) and (e), the Defined Benefit Dollar Limitation with respect to such individual shall not be less than such Current Accrued Benefit.

(i) Multiple Plan Participation . If any Participant hereunder shall also be a Participant under any other Defined Benefit Plan maintained by an Employer or by any Affiliate, the following rules shall apply:

(i) The annual benefits under all such Defined Benefit Plans shall be aggregated for purposes of applying the provisions of this Paragraph 6.3.

(ii) If, with respect to any Plan Year, the aggregate benefit so determined shall exceed the limitations set forth herein, the benefits under such other plans shall be abated to the extent necessary to meet the limitations set forth herein.

(j) For purposes of applying the provisions of this Paragraph 6.3 and of Paragraph 6.4, the term “Compensation” means a Participant’s wages, salaries, and bonuses, including overtime, vacation pay, and commissions for services actually rendered in the course of employment with an Employer, but excluding the following:

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(i) Employer contributions to a plan of deferred compensation which are not included in the Employee’s gross income for the taxable year in which contributed or Employer contributions under a simplified Employee pension plan to the extent such contributions are deductible by the Employee, or any distributions from a plan of deferred compensation;

(ii) Amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject to as substantial risk or forfeiture;

(iii) Amounts realized from the sale, exchange or other disposition of stock acquired under a Qualified stock option:

(iv) Other amounts which received special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity described in Section 403(b) of the Code (whether or not the amounts are actually excludable from the gross income of the Employee).

Compensation for any limitation year is the compensation actually paid or includible in gross income during such year.

Effective January 1, 2008, compensation taken into account under this Paragraph 6.3 for any Plan Year shall not exceed the Code Section 401(a)(17) compensation limit for such Plan Year, and shall in no event include severance pay however designated or parachute payments, regardless of when paid, or any other amounts paid after severance from

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employment, provided that application of this sentence shall not reduce any Participant’s accrued benefit below the benefit accrued as of December 31, 2008.

(k) Transitional Rule for 1993 . For the Plan Year ending December 31, 1993, the provisions of this Paragraph 6.3 shall be applied by converting the dollar limitations referred to in clause (ii) of subparagraph (a) and in subparagraph (h) to amounts equal to eleven-twelfths of the limitations so stipulated.

(l) Limitations on Benefits for Plan Years Ending After December 31, 2001.

(i) Effective date . This subparagraph (l) shall be effective for Plan Years beginning on or after January 1, 2002.

(ii) Effect on Participants . Nothing in this subparagraph (l) shall amend or override the provisions of Article XXI under which all benefits under the Plan were frozen effective December 31, 2000. Accordingly, the provisions of this subparagraph (l) shall not apply to increase any benefits for any participant accrued prior to January 1, 2002. The sole purpose of this subparagraph (l) is to define limitations on any benefits that might accrue, notwithstanding Article XXI, in the event that the Plan were to become top-heavy and additional benefits were required to accrue by reason thereof.

(iii) Definitions.

(A) Defined Benefit Dollar Limitation . The “Defined Benefit Dollar Limitation” is $160,000, as adjusted, effective January 1 of each year, under Section 415(d) of the Code in such manner as the Secretary shall prescribe, and payable in the form of a straight

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life annuity. A limitation as adjusted under Section 415(d) will apply to Plan Years ending with or within the calendar year for which the adjustment applies.

(B) Defined Benefit Compensation Limit . The Defined Benefit Compensation Limit is 100% of compensation (as defined in 6.4(j)) for the three consecutive years of service during which he shall have been most highly compensated.

(C) Maximum Permissible Benefit . The “maximum permissible benefit” is the lesser of the Defined Benefit Dollar Limitation or the Defined Benefit Compensation Limitation (both adjusted where required, as provided in (a) and, if applicable, in (b) or (c) below).

(a) If the Participant has fewer than 10 years of participation in the plan, the Defined Benefit Dollar Limitation shall be multiplied by a fraction, (1) the numerator of which is the number of years (or part thereof) of participation in the plan and (2) the denominator of which is 10. In the case of a Participant who has fewer than 10 years of service with the employer, the Defined Benefit Compensation Limitation shall be multiplied by a fraction, (1) the numerator of which is the number of years (or part thereof) of service with the employer and (2) the denominator of which is 10.

(b) If the benefit of a Participant begins prior to age 62, the Defined Benefit Dollar Limitation applicable to the Participant at such earlier age is an annual benefit payable in the form of a straight life annuity beginning at the earlier age that is the actuarial equivalent of the Defined Benefit Dollar Limitation applicable to the Participant at age 62 (adjusted under (a) above, if required). The

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Defined Benefit Dollar Limitation applicable at an age prior to age 62 is determined as the lesser of (1) the actuarial equivalent (at such age) of the Defined Benefit Dollar Limitation computed after the reduction provided for in Paragraph 4.2 and (2) the actuarial equivalent (at such age) of the Defined Benefit Dollar Limitation computed using a 5 percent interest rate and the applicable mortality table as defined in Article XXII. Any decrease in the Defined Benefit Dollar Limitation determined in accordance with this paragraph (b) shall not reflect a mortality decrement if benefits are not forfeited upon the death of the Participant. If any benefits are forfeited upon death, the full mortality decrement is taken into account.

(c) If the benefit of a Participant begins after the Participant attains age 65, the Defined Benefit Dollar Limitation applicable to the Participant at such later age shall be the same as the annual benefit payable at age 65 but determined based on the defined Benefit Dollar Limitation in effect on the Participant’s Annuity Commencement Date.

(m) Final 415 Regulations . Effective for limitation years beginning January 1, 2008 and thereafter, the foregoing provisions of this Paragraph 6.3 shall be applied with such modifications or clarifications as may be required in order that accruals and payments under the Plan comply with Section 415(b) of the Code and the final regulations thereunder effective for such years.

6.4 Participation in Defined Contribution Plan . The following rules shall apply for Plan Years commencing prior to January 1, 2000 with respect to any Employee who is

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a Participant in this Plan and who is or at any time has been a Participant in any Defined Contribution Plan maintained by an Employer or by an Affiliate:

(a) Basic Limitation . In the case of an Employee who is a Participant in this Plan and such Defined Contribution Plan (or Plans), the sum of the Defined Benefit Plan fraction and the Defined Contribution Plan fraction for any Plan Year shall not exceed 1.0. In the event the sum of such fractions shall exceed 1.0 for any Plan Year, then the projected annual benefit under this Plan shall be reduced for such Year so that neither Plan is disqualified under the Code.

(b) Defined Benefit Fraction Definition . The Defined Benefit Plan fraction for any Plan Year is a fraction the numerator of which is the Participant’s projected annual benefit under the Plan (determined as of the close of the Year and the denominator of which is the smaller of (i) one hundred forty percent (140%) of the amount which may be taken into account for such Year with respect to such Participant under the provisions of Section 415(b)(1)(B) of the Code, or (ii) one hundred twenty-five percent (125%) of the dollar limitation in effect for such Year under Section 415(b)(1)(A). If a Participant shall have participated in more than one Defined Benefit Plan, the numerator of the fraction shall be the sum of the projected benefits under all such Plans.

A Participant’s projected annual benefit shall be an annuity, payable on a monthly basis for the Participant’s lifetime commencing on the first day of the month following the date on which the Participant shall attain his Normal Retirement Age calculated on the assumptions that he continues to earn compensation at the same rate as in effect in the Plan Year under consideration until the date of his Normal Retirement Age and that all other relevant

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factors used to determine benefits under the Plan remain constant as of the current Plan Year for all future Plan Years.

(c) Defined Contribution Fraction Definition . The Defined Contribution Plan fraction for any Plan Year is a fraction the numerator of which is the sum of the annual additions to the Participant’s account in such Plan Year and for all prior Plan Years, and the denominator of which is the sum of the applicable “Defined Contribution Maximum” amounts for the Plan Year and each prior Plan Year during which the Participant was an Employee. The “Defined Contribution Maximum” amount for a Year is the lesser of one hundred twenty-five percent (125%) of the dollar limitation in effect for any Year under Section 415(c)(l)(A) or one hundred forty percent (140%) of the amount which may be taken into account for such Year under Section 415(c)(1)(B). In making such calculation the aggregate amount of annual additions for Plan Years before January 1, 1976, shall not exceed the maximum amount of such additions which could have been made under Section 415(c) for such Years. Furthermore, the Committee may calculate the Defined Contribution Plan fraction for any Participant by applying either or both transitional rules specified in Section 415(e)(6) of the Code or Section 235(g)(3) of TEFRA.

For purposes of computing the Defined Contribution Plan fraction of Section 415(e)(1) of the Code, “Annual Addition” shall mean the amount allocated to a Participant’s account during the Limitation Year as a result of:

(i) Employer contributions,

(ii) Employee contributions,

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(iii) Forfeitures, and

(iv) Amounts described in Sections 415(1)(l) and 419A(d)(2) of the Code.

The Annual Addition for any Limitation Year beginning before January 1, 1987 shall not be recomputed to treat all Employee Contributions as an Annual Addition.

If the Plan satisfied the applicable requirements of Section 415 of the Code as in effect for all Limitation Years beginning before January 1, 1987, an amount shall be subtracted from the numerator of the Defined Contribution Plan fraction (not exceeding such numerator) as prescribed by the Secretary of the Treasury so that the sum of the Defined Benefit Plan fraction and Defined Contribution Plan fraction computed under Section 415(e)(1) of the Code (as revised by this subparagraph (c)) does not exceed 1.0 for such Limitation Year.

6.5 Other Definitions . For purposes of this Article, the following definitions shall apply:

(a) Adjustment Factor : The cost-of-living adjustment factor prescribed by the Secretary of the Treasury under Section 415(d) of the Code for years beginning after December 31, 1987, applied to such items and in such manner as the Secretary shall prescribe.

(b) Current Accrued Benefit : A Participant’s accrued benefit under the Plan, determined as if the Participant had separated from service as of the close of the last Limitation Year beginning before January 1, 1987, when expressed as an annual benefit within

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the meaning of Section 415(b)(2) of the Code. In determining the amount of a Participant’s Current Accrued Benefit, the following shall be disregarded:

(i) any change in the terms and conditions of the Plan after May 5, 1986; and

(ii) any cost of living adjustment occurring after May 5, 1986.

(d) Employee Contributions : Contributions to the Plan made by a Participant during the Plan year.

(e) Social Security Retirement Age : The age used as the retirement age for the Participant under Section 216(1) of the Social Security Act, except that such section shall be applied without regard to the age increase factor, and as if the early retirement age under Section 216(1)(2) of such Act were sixty-two years.

6.6 Limitation on Accruals on Funding Shortfall . Effective January 1, 2008, if and at such time as the benefit freeze effected by Article XXI is removed and the Plan is amended to provide for additional benefit accruals, in any Plan Year for which the Plan’s Adjusted Funding Target Attainment Percentage (as defined in Paragraph 7.3) is less than 60%, benefit accruals shall cease as of the valuation date for the Plan Year as provided in Code

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Section 436(e)(1) after application of 436(e)(2) and guidance thereunder applicable to the circumstances presented.

6.7 Restrictions on Amendments to Increase Benefits . Effective January 1, 2008, to the extent required by Code Section 436(c)(1) after giving effect to the provisions of subsections 436(c)(2) and 436(c)(3), no amendment to the Plan which has the effect of increasing liabilities of the Plan by reason of increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits become nonforfeitable may take effect during any Plan Year if the Plan’s Adjusted Funding Target Attainment Percentage for such Plan Year is less than 80 percent, or would be less than 80 percent taking into account such amendment. If an amendment cannot be given effect as a result of the provisions of this Paragraph 6.7, such amendment shall be permanently void and to no effect from the date adopted.

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ARTICLE VII

PAYMENT OF RETIREMENT BENEFITS

7.1 Commencement of Payment . A Participant’s retirement benefits hereunder shall commence as of his Normal Retirement Date, except as follows:

(a) A Participant who has met the requirement therefor may elect to receive benefits commencing as of an Early Retirement Date in accordance with Paragraph 4.2; and a Participant who has met such requirements other than attainment of age fifty-five (55), and who has terminated with vested rights under Article IX and completed at least ten Years of Vesting Service, shall have the same right to elect an Early Retirement Date on or after his attainment of age fifty-five (55).

(b) If the Participant does not make an election with respect to his form of benefits in accordance with Article VIII, benefits shall not begin until such election and the information required in connection therewith are provided; provided, however, that, except as otherwise provided in a qualified election, benefit payments shall in all events commence not later than April 1 of the calendar year following the year in which the Participant shall attain the age of seventy and one-half (70-1/2) years. A qualified election is an election duly made before January 1, 1984, in conformity with rules set forth in Internal Revenue Service Notice 83-23. Unless the Participant otherwise elects or fails to make an appropriate claim, payments shall in no event commence later than the sixtieth day after the last day of the Plan Year during which the later of the following events shall occur:

(i) The date on which the Employee shall have actually terminated his service; or

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(ii) The date on which he shall have attained the age of sixty-five (65) years.

(c) No benefits shall be paid to any Participant while he is employed by an Employer except as specifically provided herein. No benefits shall be paid to any Participant prior to his Normal Retirement Age while he is employed by any Affiliate.

7.2 Absent Participant . If on the due date of any payment hereunder, the recipient of such payment cannot be located, the payment due to such person shall be retained by the Funding Agent until delivery of such payment may be made. If the person to whom payment is to be made is not located within one year after the due date of such payment, the amount payable shall be treated as forfeited as provided in Treasury Regulations Section 1-411(a)-4(b)(6); provided, however, that such forfeited benefit shall be reinstated and paid in full if such person shall thereafter make a claim for it.

7.3 Code Section 436 Compliance . The provisions of this Paragraph 7.3 are effective January 1, 2008, and are applicable if and at such time as the benefit freeze effected by Article XXI is removed and the Plan is amended to provide for additional benefit accruals.

(a) If the Plan’s Adjusted Funding Target Attainment Percentage for a Plan Year is less than 60%, the Plan may not make a Prohibited Payment after the valuation date for such Plan Year.

(b) If the Company is a debtor in a case under Title 11 of the US Code, or similar Federal or State law, the Plan may not make a Prohibited Payment until the date on

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which it receives certification that the Adjusted Funding Target Attainment Percentage is not less than 100 percent.

(c) If the Plan’s Adjusted Funding Target Attainment Percentage for a Plan Year is at least 60 percent but less than 80 percent, the Plan may not make a Prohibited Payment after the valuation date for such Plan Year to the extent the amount of the payment exceeds the lesser of (i) 50 percent of scheduled payment or (ii) the present value of the maximum guarantee with respect to the Participant under Section 4022 of ERISA. Only one such Prohibited Payment may be made with respect to any participant during the applicable limitation period, as determined under Code Section 436(d)(3)(B). A Participant who requests such a Prohibited Payment shall be permitted to elect any other benefit option available for which he is eligible.

(i) Treatment of Beneficiaries. For purposes of this Paragraph 7.3, a Participant and any beneficiary or alternate payee shall be treated as one Participant, and any payment hereunder shall be allocated among such persons in the same manner as the accrued benefit is allocated unless otherwise provided in a qualified domestic relations order (as defined in Section 414(p) of the Code).

(ii) Prohibited Payment. For purposes of this Paragraph 7.3, a “Prohibited Payment” shall mean (1) any payment, in excess of the monthly amount paid under a single life annuity (plus any social security supplements that are provided under the Plan), to a Participant or beneficiary whose annuity starting date occurs during the applicable limitation period as determined under Code Section 436(d)(3)(B), (2) any payment for the purchase of an irrevocable commitment from an insurer to pay benefits, or (3) any other payment specified by

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the Secretary by regulations, but shall not include a payment which may be immediately distributable under Code Section 411(a)(11) without the consent of the Participant.

(iii) For purposes of this Paragraph 7.3, the Plan’s “Adjusted Funding Target Attainment Percentage” shall have the meaning prescribed in Section 436(j) of the Code and guidance thereunder applicable to the circumstances presented.

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ARTICLE VIII

FORM OF RETIREMENT BENEFITS

8.1 Forms of Payment . A Participant who retires, or otherwise terminates employment with vested rights as provided in Article IX, shall receive his retirement benefit in conformity with the following provisions:

(a) Ordinary Form of Payment . The retirement income payable to a Participant who is legally married on the Annuity Commencement Date shall, unless the Participant otherwise elects, be a monthly retirement income calculated as provided herein and payable for the lifetime of the Participant, with one-half of the amount payable to the Participant continued thereafter for the lifetime of his spouse. The amount of the monthly retirement income payable under such joint and survivor annuity form shall be the amount of income payable as a life income pursuant to Paragraph 6.1 of Article VI adjusted by taking into account the Joint and Survivor Factors set forth in Exhibit A.

The retirement income payable to any Participant who is not legally married at the Annuity Commencement Date and who does not otherwise elect shall be the retirement income calculated under the provisions of Article VI payable as provided therein. A Participant may elect during the election period applicable described in Paragraph 8.2(c) to cause his retirement income to be payable under the provisions of subparagraph (b) or (c) of this Paragraph 8.1.

Notwithstanding anything in this Plan to the contrary, as a result of the merger of this Plan and the Sylvan Ginsbury, Ltd. Pension Plan, all optional forms of benefits

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available to the Participants of the Sylvan Ginsbury, Ltd. Pension Plan as of January 1, 1997 shall continue to apply with respect to those accrued benefits earned under the terms of that Plan.

(b) Other Spousal Benefit Arrangements . In lieu of the form of benefit described in subparagraph (a), the Participant may elect to receive a monthly pension payable to the Participant during the joint lifetime of the Participant and his or her spouse with one hundred percent (100%), sixty-six and two-thirds percent (66-2/3%), or effective January 1, 2008, seventy-five percent (75%), of such monthly pension payable at the death of the Participant to such spouse. Calculation of the amount of the benefit so payable shall be made in conformity with the Joint and Survivor Factors set forth in Exhibit A.

(c) Contingent Annuity for Domestic Partners. Effective, January 1, 2010, in lieu of the form of benefit described in subparagraph (a), the Participant may elect to receive a monthly retirement income payable for the lifetime of the Participant with an amount equal to fifty (50%), sixty-six and two-thirds percent (66-2/3%), seventy-five percent (75%), or one hundred percent (100%), of such monthly retirement income payable at the death of the Participant to such Domestic Partner. Calculation of the amount of the benefit so payable shall be made in conformity with the Joint and Survivor Factors set forth in Exhibit A. Such form of benefit shall be subject to the incidental death benefit requirement of Section 401(a)(9) of the Code and Regulations thereunder.

(d) Life Annuity . In lieu of the form of benefit described in subparagraph (a), the Participant may elect to receive an annuity payable for his lifetime without a survivor benefit (i.e., the normal form of retirement benefit).

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(e) “Spouse” Defined . The term “spouse” as used in this Paragraph 8.1 and in Paragraph 8.3 shall mean the person to whom the Participant is married at the time of his death, and who was married to the Participant on the Annuity Commencement Date if such date shall have preceded the Participant’s death. Notwithstanding the foregoing, if the Participant has previously begun to receive a qualified joint and survivor annuity with respect to a former spouse, or to the extent provided under a qualified domestic relations order (as defined in Section 414(p) of the Code) applicable to a former spouse, the term “spouse” or “surviving spouse” shall include such former spouse.

(f) Spousal Election — Requirements . An election to take benefits other than in the form of a qualified joint and survivor annuity as provided in subparagraph (a) or (b) shall not be effective unless the spouse of the Participant shall consent to such election in a written instrument witnessed by a Notary Public or a Plan official. In all cases under the provisions of this Plan, if the Participant establishes to the satisfaction of a Plan representative that written consent may not be obtained because there is no spouse or because the spouse cannot be located, because the Participant is legally separated or has been abandoned (within the meaning of local law) and the Participant has a court order to such effect, or because of such other circumstances as may be prescribed by applicable law, then the consent of the spouse shall be deemed to have been obtained for all purposes hereunder. Any consent of a spouse under the provisions of this Plan will be valid only with respect to the spouse who signs the consent or in the event of a “deemed consent”, the designated spouse.

(g) Restriction on Early Payment . Notwithstanding any other provision hereof, no distribution hereunder shall commence prior to the date on which the Participant shall attain (or would have attained if he shall be deceased) his Normal Retirement

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Age (or age sixty-two (62) if later), unless the Participant shall consent in writing to the earlier distribution of benefits and such consent shall be given within one hundred eighty (180) days of the commencement of such distribution.

(h) Form of Benefit for Small Benefits . Notwithstanding the foregoing, and in accordance with Paragraphs 8.4 and 8.5 hereof, (i) if benefit payments have not commenced, (ii) if the value of the Participant’s entire interest hereunder shall be no more than Five Thousand Dollars ($5,000), and (iii) if benefits are otherwise distributable, the Participant’s benefit may only be distributed to the Participant in a single sum, and the forms of benefit under paragraphs 8.1(a) and (b) shall not apply.

8.2 Other Rules . The provisions of Paragraph 8.1 shall be subject to the following additional terms:

(a) Participant’s Death Before Annuity Commencement Date . If a Participant dies prior to his Annuity Commencement Date, no benefit will be payable to any person, except as provided in Paragraph 8.3.

(b) Joint Pensioner’s Death Before Annuity Commencement Date . If the joint pensioner dies before the Participant’s Annuity Commencement Date, a retirement income in the normal form (i.e., a lifetime annuity without a survivor benefit) and amount will be payable to the Participant upon his Annuity Commencement Date.

(c) Notice . Within the period beginning no more than 180 days before the Annuity Commencement Date, a Participant shall be provided by mail or personal delivery with a nontechnical description of the qualified joint and survivor annuity described in Paragraph

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8.1(a) hereof, the Participant’s right to make and the effect of an election to waive the qualified joint and survivor form; the rights of the Participant’s spouse as set forth in Paragraph 8.1(e); and the right to make and the effect of a revocation of a previous election to waive the joint and survivor annuity; the circumstances under which such annuity will be paid if elected, and a general description of the material features, including an explanation of the relative values, of the optional forms of benefit available under the Plan in a manner that would satisfy the notice requirements of Code section 417(e) and Treas. Reg. 1.417(a)(3)-1. Notwithstanding the preceding sentence, the Participant may be provided with the nontechnical description described above at a later date, which may be after the Participant’s Annuity Commencement Date, provided that the election period will not end until the 30th day after the nontechnical description is provided and payments do not begin until 7 days thereafter. Any Participant may, after receiving the information described herein, elect to receive his retirement benefits in one of the forms described in subparagraph (b) or (c) of Paragraph 8.1 rather than the form described in Paragraph 8.1(a) hereof. Such election may be made at any time during the applicable election period, namely, the 180-day period preceding the Annuity Commencement Date; but such election period shall in no event be less than 180 days after the date on which the information described herein shall have been furnished to the Participant. The election shall be made in a written instrument subscribed by the Participant and delivered to the Committee. Any election so made may be revoked by a written instrument subscribed by the Participant and delivered to the Committee before the last day of the period during which such election may be made as hereinabove provided.

8.3 Preretirement Spousal Death Benefit . In the case of a Participant’s death prior to his Annuity Commencement Date, the Participant’s spouse (as defined in

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Paragraph 8.1(d)) shall be entitled to receive a pension in the same amount as the retirement income that would have been payable under the provisions of Paragraph 8.1(a) (or, if an election had been made under Paragraph 8.1(b), the retirement that would have been payable under such Paragraph) had the Participant separated from service on the date of death, survived to Normal Retirement Age, and retired with an immediate qualified joint and survivor annuity at such age. The benefit payable to the surviving spouse under this Paragraph 8.3 shall commence with the month in which the Participant would have reached Normal Retirement Age. The Participant’s spouse may direct that payment of the benefit shall commence at an earlier date but not earlier than the month in which the Participant would have attained the earliest retirement date hereunder, in which case the benefit shall be reduced as provided in Paragraph 4.2. For the purpose of this Paragraph only, a Participant means any vested participant whether or not an Employee who has a nonforfeitable right to any portion of his accrued benefit.

8.4 Small Lump Sum Benefit . Notwithstanding any other provision hereof “(but subject to Paragraph 8.5 for distributions on or after March 28, 2005), if the value of the Participant’s vested entire interest hereunder shall be no more than Five Thousand Dollars ($5,000), the Participant’s vested benefit hereunder upon retirement or other termination of employment shall be distributed to the Participant in a single sum upon his separation from service. Effective January 1, 2000, if (a) a Participant’s accrued vested benefit exceeds such amount, (b) before such Participant’s Annuity Commencement Date the actuarial assumptions used under this Paragraph 8.4 have changed, and (c) the Participant’s accrued vested benefit as redetermined under such assumptions does not exceed Five Thousand Dollars ($5,000), such benefit shall thereupon be distributed under this Paragraph 8.4. The value of a Participant’s

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benefit for purposes of this Paragraph 8.4 shall be determined based on the following actuarial assumptions:

(a) For distributions made prior to January 1, 2000, the interest rate or rates which would be used as of the first day of the Plan Year in which distribution occurs by the Pension Benefit Guaranty Corporation for purposes of determining the present value of that Participant’s benefits under the Plan if the Plan had terminated on the date distribution commences with insufficient assets to provide benefits guaranteed by the Pension Benefit Guaranty Corporation on that Date, and Mortality Table UP 1984.

(b) For distributions made on or after January 1, 2000 and prior to February 15, 2002 , either the interest rate and mortality assumptions determined in accordance with subparagraph (a) or the interest rate and mortality assumptions determined in accordance with subparagraph (c), whichever yields a greater benefit.

(c) For distributions made on or after February 15, 2002 and prior to January 1, 2008, the annual interest rate on 30-year Treasury securities, as specified by the Commissioner of Internal Revenue for purposes of Section 417(e) of the Code, for the second month preceding the first day of the Plan Year in which the Participant’s distribution is to be made, and the mortality table prescribed by the Commissioner of Internal Revenue for purposes of Section 417(e) of the Code.

(d) For distributions made on or after January 1, 2008, (i) the annual interest rates as specified by the Commissioner of Internal Revenue for purposes of Section 417(e) of the Code for the fourth month preceding the first day of the Plan Year in which the Participant’s distribution is to be made. and (ii) the mortality table specified by the

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Commissioner of the Internal Revenue for purposes of Section 417(e) of the Code. However, for benefits commencing in the Plan Year commencing January 1, 2008, the interest rates shall not exceed 4.6% for the first segment, 4.82% for the second segment, and 4.91% for the third segment.

(e) For distributions made on or after January 1, 2008 and prior to January 1, 2009, either the interest rate and mortality assumptions determined in accordance with subparagraph (c) or the interest rate and mortality assumptions determined in accordance with subparagraph (d), whichever yields a greater benefit.

(f) Notwithstanding the foregoing, the value of a terminated Participant’s vested benefit shall not be less than the value of such Participant’s vested benefit on January 31, 1989 calculated by applying the Lump Sum Factors set forth in Exhibit A (which appear in Exhibit A for the sole purpose of calculating a terminated Participant’s vested benefit under this Paragraph 8.4(f) and no other purpose). Distribution, in accordance with this Paragraph 8.4, is referred to as a “Termination Distribution”.

8.5 Election for Small Benefit Distributions .

(a) For distributions on or after March 28, 2005, small benefit cashout under Paragraph 8.4 shall only be made if —

(i) the amount thereof is no more than One Thousand Dollars ($1,000), or

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(ii) the Participant elects to receive such distribution as a direct rollover in accordance with Paragraph 9.5 or elects to receive such distribution in cash (less applicable tax withholding), or

(iii) the Participant has attained his Normal Retirement Date.

(b) If the Participant fails to make an election described in Paragraph 8.5(a)(ii) within the time prescribed by the Committee, payment of the Participant’s benefits in a single sum may be made at any later date on which (A) the requirements of any of clauses (i), (ii) or (iii) are satisfied in accordance with such procedures as the Committee may establish, and (B) the single sum cashout amount, as redetermined as of the proposed distribution date in accordance with clause (c) of Paragraph 8.4, is no more than Five Thousand Dollars ($5,000). In the event that the value of the Participant’s vested benefit as so determined shall exceed Five Thousand Dollars ($5,000), distribution in a lump sum shall not be available unless otherwise expressly provided in the Plan, and payment shall be made only at the time and in the annuity forms available under the Plan for benefits not subject to Paragraph 8.4.

(c) If the benefit payable to a surviving spouse under Paragraph 8.3 shall have an actuarial present value of no more than Five Thousand Dollars ($5,000) as determined in accordance with clause (c) of Paragraph 8.4, such present value shall be paid to the spouse in a single lump sum payment as soon as practicable without regard to the foregoing provisions of this Paragraph 8.5, subject to the spouse’s right to roll over such distribution in accordance with Paragraph 9.5.

8.6 Sylvan Ginsbury Lump Sum or Term Certain Annuity Benefit . Participants of the Sylvan Ginsbury, Ltd. Pension Plan as of January 1, 1997 are eligible to

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receive their accrued benefits earned under the terms of the Plan in the form of a single lump sum or term annuity benefit. Effective for distribution made on or after August 1, 2008, the periodic amount of the benefit shall be determined as the greater of (a) and (b) below.

(a) The lump sum or periodic amount of the term certain annuity benefit using the definition of Actuarial Equivalent specified in the Sylvan Ginsbury, Ltd. Pension Plan and set forth in Exhibit B hereto.

(b) The lump sum or periodic amount of the term certain annuity benefit determined using Actuarial Equivalence on the basis of annual interest rates as specified by the Commissioner of the Internal Revenue for purposes of Section 417(e) of the Code for the fourth month preceding the first day of the Plan Year in which the Participant’s distribution is to be made and the mortality table as specified by the Commissioner of Internal Revenue for purposes of Section 417(e) of the Code.

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ARTICLE IX

TERMINATION OF SERVICE

9.1 Vesting Requirement . If for any reason, other than death or Early, Normal or late Retirement, the employment of a Participant is terminated, such Participant shall be entitled to receive a retirement income commencing on his Normal Retirement Date in an amount equal to such Participant’s retirement income benefits earned as of his date of termination if (and only if) such Participant shall have accumulated not less than five Years of Vesting Credit Service as of such date (or was affected by a partial termination of the Plan within the meaning of Section 411(d)(3) of the Code). Any Participant who shall separate from the service of an Employer or Affiliate prior to accumulating five (5) Years of Vesting Credit Service (other than as a result of such a partial termination) shall be deemed to have received all benefits to which he is entitled under the Plan and forfeit all rights hereunder provided, however, that such Participant shall be credited for benefit accrual purposes with all service completed prior to such separation if such Participant shall return to employment with an Employer or Affiliate subsequent to such separation and prior to incurring a period of One-Year Breaks in Service equal to the greater of (i) five (5) such One-Year Breaks or (ii) the aggregate number of Years of Credited Service before such period (and prior to complete termination of the Plan).

A terminating Participant who shall have completed at least ten Years of Vesting Credit Service may elect an Early Retirement Date for the commencement of benefits as provided in Paragraph 4.2.

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9.2 Accrued Benefit .

(a) Amount . A Participant’s benefit earned to the date of his termination of employment for purposes of this Article IX is equal to the Normal Retirement benefit to which he is entitled under the provisions of Paragraph 6.1 of Article VI hereof on the basis of the number of years of Credited Service of such Employee as of the date of such termination of employment. In calculating a Participant’s accrued benefit as of any date all Years of Credited Service through December 31, 2000 shall be taken into account; except that if a Participant (a) shall incur a period of consecutive One-Year Breaks in Service at least equal to the greater of (i) five such One-Year Breaks or (ii) the aggregate number of years of Credited Service before such period, and (b) shall have had no vested interest hereunder at the commencement of said period, then Years of Credited Service prior to such period shall not be taken into account unless such Participant shall have returned to service prior to February 1, 1990.

(b) Benefits from Merged Plans . Effective as of January 1, 1997, a Participant’s accrued benefit shall also include, for any plan previously maintained by a Participating Unit that has been merged to this Plan, the benefits accrued under such other plan as of the date of merger.

(c) Method of Payment . The benefit payable to a terminating Participant shall be paid in conformity with the provisions of Articles VII and VIII.

9.3 Reemployment After Distribution . If an Employee who has received a Termination Distribution (as defined in Paragraph 8.4) subsequently becomes a Participant hereunder, such Employee’s benefits shall be determined without reference to service performed

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and Compensation earned prior to such Termination Distribution; provided, however, that the benefits of any such Participant shall be computed without regard to the preceding provisions of this Paragraph and as though such Participant had not received a Termination Distribution if such Participant shall make the payment described in Paragraph 9.4.

9.4 Repayment Privilege . When an employee who has received a Termination Distribution (as defined in Paragraph 8.4) is reemployed by an Employer, he may at his option and under the conditions specified herein repay to the Funding Agent designated by the Committee an amount equal to the amount of such Termination Distribution plus interest thereon (calculated as hereinafter described) to be commingled with and held as part of all other funds held under the Contract. Such payment may be referred to herein as a “Paragraph 9.4 Payment”. Interest payable as a part of the Paragraph 9.4 Payment shall be calculated on the amount of the Termination Distribution for the period beginning on the date of such distribution and ending on the date of the payment at the rate used in making actuarial computations under this Plan during such period. The interest rate referred to in the preceding sentence for any Year shall not exceed the amount determined for such Year pursuant to the provisions of Section 411(c)(2)(C) of the Code. In any event, any payment made pursuant to this Paragraph 9.4 shall be made in a single sum not later than the date on which the Participant shall incur five consecutive One-Year Breaks in Service.

9.5 Direct Rollover Option .

(a) Election Conferred . This Paragraph applies to distributions made on or after January 1, 1993. Notwithstanding any provision of the plan to the contrary that would otherwise limit a Distributee’s election under this Paragraph, a Distributee may elect, at

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the time and in the manner prescribed by the plan administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a direct rollover.

(b) Definitions .

(i) Eligible Rollover Distribution : An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the Distributee except that an Eligible Rollover Distribution does not include: Any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code and the portion of any distribution prior to January 1, 2002 that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to Employer securities).

(ii) Eligible Retirement Plan : An Eligible Retirement Plan is an individual retirement account described in Section 408(a) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code that accepts the Distributee’s Eligible Rollover Distribution. Effective for distributions made after December 31, 2001, an Eligible Retirement Plan shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts

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transferred into such plan from this Plan. In the case of an Eligible Rollover Distribution to the surviving spouse prior to January 1, 2002, or to a non spouse beneficiary, an Eligible Retirement Plan shall only be an individual retirement account or individual retirement annuity. Effective for distributions on or after January 1, 2008 an Eligible Retirement Plan shall also include a Roth IRA described in Section 408A of the Code and a Distributee may make a Direct Rollover thereto, provided that prior to January 1, 2010, the Distributee meets any applicable income limitations.

(iii) Distributee : A Distributee includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving spouse and the Employee is or former Employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the spouse or former spouse. Effective January 1, 2009, Distributee shall also mean an individual or trust treated as an individual under applicable regulations who is an Employee’s designated beneficiary.

(iv) Direct Rollover : A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

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ARTICLE X

COMPANY CONTRIBUTIONS

10.1 Conditions on Contributions . Any and all contributions made to the Plan by an Employer shall be irrevocable and shall be transferred by the Employer to the Funding Agent under the Plan to be used in accordance with the provisions of the Plan and the Contract to provide the benefits of the Plan, and neither such contribution nor income therefrom shall be used for or diverted to purposes other than the exclusive benefit of Participants, retired Participants, their contingent annuitants, or other beneficiaries under the Plan prior to the satisfaction of all liabilities under the Plan with respect to such Participants, retired Participants, their contingent annuitants or other beneficiaries.

Notwithstanding the foregoing or any other provision hereof, any contribution made by an Employer under this Plan is conditioned upon its being deductible by the Employer under Section 404 of the Code. Consequently, if by reason of a good faith mistake in calculating the amount allowable as a deduction for any year, an amount in excess of such amount shall have been contributed by an Employer for such year, then upon demand by the Employer, such excess amount shall be repaid to the Employer. Such repayment shall not be made later than one year after the date on which the deduction shall have been disallowed by the Internal Revenue Service. Furthermore, if an Employer shall have made a contribution by reason of a good faith mistake of fact, the Funding Agent shall repay to the Employer the amount attributable to such mistake, but such repayment shall not be made later than one year after the date on which the mistaken contribution shall have been made. In any event, the amount which may be returned shall never be greater than an amount equal to the excess of (a) the amount contributed over (b) the amount that would have been contributed had there not occurred a

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mistake of fact or a mistake in determining the deduction. Earnings attributable to the excess contribution may not be returned to the Employer, but losses thereto must reduce the amount to be so returned.

10.2 Uses of Forfeitures . Forfeitures under the Plan with respect to any Participant who ceases to be an Employee of the Employer whether by death, discharge, or otherwise, and who is not then entitled to any benefits under the Plan, will not be applied to increase the benefits any Employee would otherwise receive under the Plan.

10.3 Limitations on Obligation to Contribute . Notwithstanding any other provision hereof and regardless of whether an Employer shall previously have failed to make any contribution otherwise required hereunder, an Employer shall have no obligation to make contributions under this Plan in the event of its termination, or to fund benefits which become vested or payable by reason of a partial termination, except to the extent required by ERISA.

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ARTICLE XI

COMMITTEE

11.1 Committee . The provisions of this Article XI are effective July 17, 2002. The Corporate Governance Committee of the Board of Directors shall appoint a Management Pension Investment and Oversight Committee (the “Committee”), which shall consist of not less than three persons to serve at the pleasure of the Corporate Governance Committee of the Board of Directors. Any vacancy on the Committee, arising for any reason whatsoever, shall be filled by the Corporate Governance Committee of the Board of Directors. The Committee shall hold meetings upon such notice, at such place or places, at such time or times and in such manner (including, meetings in which members may participate through teleconferencing or similar means) as it may from time to time determine. A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business, and action by a majority of those present at any meeting at which a quorum is present shall constitute action by the Committee. The Committee may also act without a meeting by instrument in writing signed by a majority of the members of the Committee, or by one or more members to whom the Committee has previously delegated the authority to take such action.

11.2 Named Fiduciary . The named fiduciary under the Plan shall be the Committee, which shall have authority to control and manage the operation and administration of the Plan except that the Committee shall have no authority or responsibility with respect to those matters which under any applicable trust agreement, insurance policy or similar contract are the responsibility, or subject to the authority of the Trustee or any Funding Agent described in Article XII, any insurance company or similar organization. The members of the Committee shall have the right, by written instrument executed by them or otherwise, to allocate fiduciary

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responsibilities among themselves, and to designate other persons to carry out fiduciary responsibilities under the Plan.

11.3 Powers and Discretion of the Named Fiduciary . The Committee shall have all powers and discretion necessary or helpful for carrying out its responsibilities, including, without limitation, the power and complete discretion:

(a) to establish such rules or procedures as it may deem necessary or desirable;

(b) to employ such persons as it shall deem necessary or desirable to assist in the administration of the Plan;

(c) to determine any question arising in the administration, interpretation and application of the Plan, including without limitation questions of fact and of construction;

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(f) to establish procedures for determining whether a domestic relations order is a qualified domestic relations order (“QDRO”) as described in Section 414(p) of the Code and for complying with any such QDRO;

(g) to direct the Trustee or Funding Agent with respect to benefits payable under the Plan (including, without limitation, the persons to be paid or methods of payment) and all distributions of the assets of the Plan;

(h) to make a determination as to the rights of any person to a benefit and to afford any person dissatisfied with such determination the right to an appeal;

(j) to compromise or settle claims against the Plan and to direct the Trustee to pay amounts required in any such settlements or compromise;

(k) to determine the method of making corrections necessary or advisable as a result of operating defects in order to preserve qualification of the Plan under Section 401(a) of the Code pursuant to procedures of the Internal Revenue Service applicable in such cases (such as those set forth in Revenue Procedure 2008-50 and similar guidance);

(l) to make appropriate provision for the investment and reinvestment of the assets of the Plan, including, as named fiduciary with respect to the control and management of the assets of the Plan, to appoint in its discretion an investment manager or

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managers (as defined in Section 3(38) of ERISA) to manage (including the power to acquire and dispose of) any assets of the Plan;

(m) to determine all questions relating to the administration of the Plan (1) when disputes arise between an Employer and a Participant or his beneficiary, spouse or legal representatives, and (2) in order to promote the uniform administration of the Plan for the benefit of all parties concerned;

(n) to compute the amount of retirement income and any other benefits payable, and direct the Trustee or Funding Agent as to the method by which and persons to whom benefits or expenses hereunder will be paid; and

(o) to adopt from time to time assumptions for use in all actuarial calculations required in connection with the Plan, and determine with the advice of its actuarial consultant the minimum contribution required to be paid by an Employer, as provided in Article X.

The determinations of the Committee shall be conclusive and binding on all persons to the maximum extent permitted by law.

All expenses of the Committee shall be paid by the Fund to the extent not paid by the Company, and such expenses shall include any expenses authorized by the Board of Directors as necessary or desirable in the administration of the Plan.

11.4 Advisers . Any named fiduciary under the Plan, and any fiduciary designated by a named fiduciary to whom such power is granted by a named fiduciary under the Plan, may employ one or more persons to carry out such responsibilities as may be specified by

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such fiduciary and to render advice with regard to any responsibility such fiduciary has under the Plan.

11.5 Service in Multiple Capacities . Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.

11.6 Limitation of Liability; Indemnity .

(a) Except as otherwise provided by law, if any duty or responsibility of a named fiduciary has been allocated or delegated to any other person in accordance with any provision of this Plan, then such named fiduciary shall not be liable for any act or omission of such person in carrying out such duty or responsibility.

(b) Except as otherwise provided by law, no person who is a member of the Committee or is an employee, director or officer of any Employer who is a fiduciary under the Plan or trust, or otherwise has responsibility with respect to administration of the Plan or trust, shall incur any liability whatsoever on account of any matter connected with or related to the Plan or trust or the administration thereof, unless such person shall have acted in bad faith or been guilty of willful misconduct or gross negligence in respect of his duties, actions or omissions in respect of the Plan or trust.

(c) The Company shall indemnify and save harmless each Committee member and each employee, director or officer of any Employer serving as a trustee or other fiduciary from and against any and all loss, liability, claim, damage, cost and expense which may arise by reason of, or be based upon, any matter connected with or related to the Plan or trust or the administration thereof (including, but not limited to, any and all expenses whatsoever

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reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or in settlement of any such claim whatsoever), unless such person shall have acted in bad faith or been guilty of willful misconduct or gross negligence in respect of his duties, actions or omissions in respect of the Plan or trust.

11.7 Reliance on Information . The Committee and any Employer and its officers, directors and employees shall be entitled to rely upon all tables, valuations, certificates, opinions and reports furnished by any accountant, trustee, insurance company, counsel or other expert who shall be engaged by an Employer or the Committee, and the Committee and any Employer and its officers, directors and employees shall be fully protected in respect of any action taken or suffered by them in good faith in reliance thereon, and all action so taken or suffered shall be conclusive upon all persons affected thereby.

11.8 Subcommittees Counsel and Agents . The Committee may appoint from its members such subcommittees (of one or more such members), with such powers, as the Committee shall determine. The Committee may employ such counsel (including legal counsel, who may be counsel for the Company or an Employer), accountants, and agents and such clerical and other services as either may require in carrying out the provisions of the Plan, and may charge the fees, charges and costs resulting from such employment as an expense to the Plan to the extent not paid by the Company. Unless otherwise required by law, persons employed by the Committee as counsel, or as its agents or otherwise, may include members of the Committee, or employees of the Company. Persons serving on the Committee, or on any such subcommittee shall be fully protected in acting or refraining to act in accordance with the advice of legal or other counsel.

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11.9 Funding Policy. The Committee shall establish and carry out, or cause to be established and carried out by those persons (including, without limitation, the Trustee or Funding Agent) to whom responsibility or authority therefor has been allocated or delegated in accordance with the Plan or trust agreement thereunder or any similar contract, a funding policy and method consistent with the objectives of the Plan and the requirements of ERISA.

11.10 Proper Proof. In any case in which an Employer or the Committee shall be required under the Plan to take action upon the occurrence of any event, they shall be under no obligation to take such action unless and until proper and satisfactory evidence of such occurrence shall have been received by them.

11.11 Genuineness of Documents. The Committee, and any Employer and its respective officers, directors and employees, shall be entitled to rely upon any notice, request, consent, letter, telegram or other paper or document believed by them or any of them to be genuine, and to have been signed or sent by the proper person, and shall be fully protected in respect of any action taken or suffered by them in good faith in reliance thereon.

11.12 Records and Reports. The Committee shall maintain or cause to be maintained such records, as it deems necessary or advisable in connection with the administration of the Plan.

11.13 Recovery of Overpayments. Without limiting the generality of the Committee’s power and discretion under Paragraph 11.3(d) to rectify errors and supply omissions, in the event that the Committee determines that overpayments have been made to a Participant or his spouse or beneficiary, the Committee shall take such steps as it shall deem appropriate under the relevant facts and circumstances to recover such payments, with or without

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interest, and in case repayment is not otherwise made, to offset the amount to be recovered against subsequent payments otherwise becoming due to or in respect of such Participant, spouse or beneficiary at such time and to such extent as it shall deem appropriate.

11.14 Professional Assistance . The Committee shall be entitled to rely upon tables, valuation certificates, and reports furnished by the Enrolled Actuary for the Plan and upon certificates, reports and opinions made or given by any accountant or investment counsel selected or approved by the Committee; and the members of the Committee, the Board of Directors, the Company, and the officers of the Company shall not be liable for any action taken, suffered or omitted by them in good faith, or for any such action in reliance upon any such actuary, accountant, or counsel.

11.15 Spousal Claims . If the Committee shall receive written notice that the spouse, former spouse, or successor in interest of a spouse or former spouse of a Participant claims a right to receive any amount otherwise distributable to the Participant, the Committee shall have the power to take such action as, in its discretion, it shall determine to be necessary or appropriate to ascertain and resolve the interests of the parties involved. To this end, the Committee may in writing direct the Trustee or Funding Agent to withhold payment of any benefits the disposition of which is subject to a bona fide dispute, and may through its authorized agents enter into negotiations and agreements with all interested parties in order to make a determination of the amount and manner of payment of any benefits or funds to any such spouse, former spouse or successor.

11.16 Claims . Any person who believes he is entitled to a benefit under the Plan may file a claim in writing for such benefit with the Committee in accordance with the

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claims review procedure established by the Committee. Any action (whether at law, in equity or otherwise) must be commenced within three (3) years from the earlier of (a) the date a final determination denying such benefit, in whole or in part, is issued under the Plan’s claim review procedure and (b) the date such person’s cause of action first accrued.

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ARTICLE XII

FUNDING

12.1 Funding Agent . The Company has heretofore entered into a contract with THE PRINCIPAL FINANCIAL GROUP, Des Moines, Iowa (“the Principal”), to provide for the investment of funds held hereunder and to facilitate payment of the benefits described herein. The contract provides for the establishment and maintenance of a fund or funds by the Principal to which amounts will be credited and from which will be withdrawn the sums necessary to pay the pension benefits provided hereunder. The Committee may enter into such contracts or agreements as it may deem appropriate with any other insurance company, trust company, institution, person or persons designated by it to facilitate the investment of funds and the payment of benefits hereunder, and such designated party or parties may act in addition to or in place of the Principal. Thereupon and thereafter an Employer may make all or any part of the contributions required to be made hereunder to such designated person, persons, or entity, and the funds so contributed and the earnings thereon shall be held, managed, and invested as provided in such contract or agreement. The Principal or any such designated person, persons, or entity shall be referred to as the Funding Agent.

12.2 Procedure for Payment of Benefits . When any benefits shall become payable to any Participant hereunder, the Committee shall notify the Funding Agent designated by it, and such Agent shall take such action as is necessary to provide for the payment of such benefits out of the funds held by it, and in accordance with the terms of the contract or other instrument establishing the arrangement.

12.3 Status of Funding Agent . The Funding Agent shall not be a party to this Plan and shall not have any responsibility for the validity of the Plan or for any action taken by

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the Committee. The Funding Agent shall be fully protected in dealing with the Committee in all matters and in accepting contributions from an Employer, and in making payments to or on direction of the Committee or the Company, without liability as to the application of such payments.

12.4 The Trust Agreement . Effective July 17, 2002, the Committee, on behalf of itself and each other Employer, shall have the power to appoint and remove a Trustee and enter into or amend a trust agreement with the Trustee providing for the establishment of a fund hereunder. The trust agreement shall be deemed to form a part of this Plan, and any and all rights which may accrue to any person under this Plan shall be subject to all the terms and provisions of such trust agreement. Copies of the trust agreement shall be filed with the Committee and, upon reasonable application and notice, shall be made available for inspection by any Participant.

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ARTICLE XIII

AMENDMENTS TO PLAN

The Plan may be amended in whole or in part at any time, and from time to time, by resolution of the Board of Directors, by action of the Compensation Committee of the Board of Directors, or effective July 17, 2002, by written action of the Company Representative, and all Employers and Participants (and their spouse or beneficiaries) shall be bound thereby, provided that:

(a) No amendment shall be effective unless the Plan, as so amended, shall be for the exclusive benefit of the Participants, retired Participants, their contingent annuitants, or other beneficiaries;

(b) No amendment shall operate to deprive any of the foregoing persons of any rights or benefits irrevocably vested in them under the Plan prior to such amendment, except that the Company may make any and all changes or modifications necessary to qualify the Plan or to keep the Plan qualified under the Code and the regulations thereunder, or any amendment thereto;

(d) The power to amend the Plan to provide additional benefits shall be reserved solely to the Board of Directors.

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ARTICLE XIV

[RESERVED]

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ARTICLE XV

TERMINATION OF THE PLAN

15.1 Right to Terminate — Procedure . The Company may at any time, by action of its Board of Directors, terminate the Plan. In the event of termination of the Plan, each Participant’s rights to accrued benefits hereunder shall become fully vested and nonforfeitable to the extent funded on the date of such termination. In the event of a partial termination of the Plan, the rights of each Participant affected by such termination to accrued benefits hereunder shall become fully vested and nonforfeitable to the extent funded on the date of such partial termination. No person shall upon such complete or partial termination be entitled to seek satisfaction of any benefit provided hereunder except as provided by the funds held pursuant hereto at the time of said termination or as otherwise provided by law including Title IV of ERISA.

(a) Allocation of Assets . Upon the termination of the Plan, the assets of the Plan shall be allocated for the purpose of paying benefits to the Participants and beneficiaries in the following order of precedence:

(i) To each benefit payable as an annuity which was in pay status as of the beginning of the three-year period ending on the Plan Termination Date (at the lowest level of benefit in pay status in that period and based on the provisions of the Plan as in effect during the five years prior to the Plan Termination Date under which such benefit would be the least);

(ii) To each benefit payable as an annuity which would have been in pay status within three years prior to the Plan Termination Date had the Participant then

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been retired and had his benefits commenced then (based on provisions of the Plan as in effect during the five years prior to Plan Termination Date under which such benefit would be the least);

(iii) To each benefit guaranteed under Title IV of ERISA (determined without regard to Section 4022g(b)(5) relating to certain limitations on benefits);

(iv) To each benefit which would be guaranteed under Title IV of ERISA if neither Section 4022(b)(5) nor Section 4022(b)(6), relating to certain guaranty limitations, applied;

(v) To all other vested benefits under the Plan;

(vi) To all other benefits under the Plan.

(b) Sequential Adjustment . The amount allocated with respect to any benefit under subparagraph (a), above, shall be properly adjusted for any allocation of assets with respect to that benefit under a prior category of benefits described in subparagraph (a).

(c) Lateral Adjustment . If the assets available for allocation under any clause of subparagraph (a), above, are insufficient to satisfy in full the benefits of all individuals who are described in such clause. the assets shall be allocated pro rata among such individuals on the basis of the present value (as of the Plan Termination Date) of their respective benefits described therein.

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(d) Category (v) Adjustment . If the assets available for allocation under subparagraph (v) of subparagraph (a) are not sufficient to satisfy in full the benefits of individuals described therein, then such assets shall be allocated in the following manner:

(i) The assets shall be allocated to the benefits of individuals described in said subparagraph (v) on the basis of the benefits of individuals who would have been described in said subparagraph (v) under the Plan as in effect at the beginning of the five-year period ending on the Plan Termination Date

(ii) If the assets available for allocation under section (i) of this subparagraph (d) are sufficient to satisfy in full the benefits described therein (without regard to this section (ii), then for purposes of said section (i), benefits of individuals described therein shall be determined on the basis of the Plan as amended by the most recent Plan amendment effective during such five-year period under which the assets available for allocation are sufficient to satisfy in full the benefits of individuals described in said section (i) and any assets remaining to be allocated under such section shall be allocated thereunder on the basis of the Plan as amended by the next succeeding Plan amendment effective during such period.

(e) Adjustment to Prevent Discrimination . If the Secretary of the Treasury determines that the allocation made pursuant to this Paragraph (without regard to this subparagraph (e)) results in discrimination prohibited by the Code, then, if required to prevent disqualification of the Plan under the Code, the assets allocated under sections (iii), (iv), (v), and (vi) of subparagraph (a) shall be reallocated to the extent necessary to avoid such discrimination.

Further, in the event the Plan is terminated, the benefit of any Highly Compensated Employee (or any former Highly Compensated Employee), as determined under

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the provisions of Code Section 401(a)(17), shall be limited to a benefit that is nondiscriminatory under Section 401(a)(4).

(f) Residual Assets . Following termination, any residual assets of the Plan shall be distributed to the Company after all liabilities of the Plan to Participants and their beneficiaries have been satisfied, provided that the distribution does not contravene any provision of law.

(g) Limitation on Reversion . Notwithstanding the foregoing, if the Plan is terminated after a “Change in Control” shall have occurred, then:

(i) The retirement benefits provided under the Plan shall be increased upon such termination in a manner that precludes discrimination in favor of highly compensated employees (within the meaning of Section 414(q) of the Code) to the maximum extent possible without causing the Plan to lose its qualified status under Section 401 of the Code and without causing a funding deficiency to occur by reason of such termination;

(ii) In implementing such termination, each Plan Participant shall be entitled to receive distribution of such Participant’s benefit in cash (and such cash amount shall be determined on the assumption that the Participant retires at the earliest possible date under the Plan) or an annuity contract which may be issued only by an insurance company enjoying the highest rating accorded by both Standard & Poor’s and Moody’s;

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(iii) Any assets remaining after the satisfaction of all liabilities shall be applied by the Trustees directly for the exclusive benefit of Participants in the Plan and other employees of the Company who may be participants in the plan maintained by the Company pursuant to Section 401(k) of the Code (the “401(k) Plan”) by adding such assets to the 401(k) Plan, or by using such assets as an initial contribution to establish one or more plans qualified under Section 401 of the Code (including but not limited to one or more defined contribution plans as defined in Section 3(34) of ERISA; and, to the extent that the Trustees determine that all or any part of such remaining assets cannot be so applied within a reasonable time after such termination, they shall apply the balance of such remaining assets to augment or establish one or more employee welfare benefit plans, as defined in Section 3(1) of ERISA, for the benefit of employees of the Company as the Trustees shall determine in their discretion; and

(iv) A “Change in Control” shall be deemed to have occurred if (A) any “person” (as such term is used in Sections 13(d) and (14(d) of the Securities and Exchange Act of 1934, hereinafter the “Exchange Act”) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 35% or more of the combined voting power of the Corporation’s then outstanding securities; or (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors (the “Board”) cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Corporation’s shareholders of each new Board member was approved by a vote of at least three-fourths of the Board members then still in office who were Board members at the beginning of such period.

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(h) Termination Date . The Plan Termination Date, as used in this Article XV, shall be:

(i) The date established by the Company and agreed to by the Pension Benefit Guaranty Corporation, if the Plan is terminated in accordance with Section 4041 of ERISA;

(ii) The date established by the Pension Benefit Guaranty Corporation in accordance with Section 4042 of ERISA; or

(iii) The date established by a court of competent jurisdiction if the Plan is terminated in accordance with either of the foregoing sections of ERISA, but no agreement is reached between the Company and the Pension Benefit Guaranty Corporation or a judicially appointed trustee.

15.2 Method of Settlement . The allocation and provision for retirement benefit shall be accomplished as determined by the Committee in conformity with applicable law.

15.3 Merger . If this Plan or the Trust created pursuant hereto shall be merged or consolidated with any other plan or trust, or if the assets or liabilities thereof shall be transferred to any other plan or trust, each Participant hereunder shall have a benefit under the merged or transferee plan (calculated as though said plan were terminated immediately after such merger or transfer) which such Participant would have enjoyed under this Plan if this Plan had been terminated immediately before such merger or transfer.

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ARTICLE XVI

Leased Employees

16.1 Definitions . For purposes of this Article XVI, the term “Leased Employee” means any person (a) who performs or performed services for an Employer or Affiliate (hereinafter referred to as the “Recipient”) pursuant to an agreement between the Recipient and any other person (hereinafter referred to as the “Leasing Organization”), (b) who has performed such services for the Recipient or for the Recipient and related persons (within the meaning of Section 144(a)(3) of the Code) on a substantially full-time basis for a period of at least one year, and (c) whose services are:

(i) effective January 1, 1997, performed under primary direction or control by the Recipient,

(ii) prior to January 1, 1997, of a type historically performed, in the business field of the recipient, by employees.

16.2 Treatment of Leased Employees . For purposes of this Plan, a Leased Employee shall be treated as an employee of an Affiliate whose service for the Recipient (including service during the one-year period referred to in Paragraph 16.1) is to be taken into account in determining compliance with the service requirements of the Plan relating to vesting. However, the Leased Employee shall not be entitled to share in accrued benefits under the Plan with respect to any service or compensation attributable to the period during which he is a Leased Employee, and shall not be eligible to become a Participant eligible to accrue benefits under the Plan unless and except to the extent that he shall at some time, either before or after his

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service as a Leased Employee, qualify as a Participant eligible to accrue benefits under the Plan without regard to the provisions of this Article XVI (determined without regard to clause (b) of Paragraph 16.1).

16.3 Exception for Employees Covered by Plans of Leasing Organization . Paragraph 16.2 shall not apply to any Leased Employee if such employee is covered by a money purchase pension plan of the Leasing Organization meeting the requirements of Section 414(n)(5)(B) of the Code and Leased Employees do not constitute more than twenty percent (20%) of the aggregate “nonhighly compensated work force” (as defined in Section 414(n)(5)(C)(ii) of the Code) of all Employers and Affiliates.

16.4 Construction . The purpose of this Article XVI is to comply with the provisions of Section 4l4(n) of the Code. All provisions of this Article shall be construed consistently therewith, and, without limiting the generality of the foregoing, no individual shall be treated as a Leased Employee except as required under such section.

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ARTICLE XVII

MISCELLANEOUS

17.1 Antialienation . No benefit payable under the Plan shall be subject in any manner to anticipation, assignment, garnishment, or pledge; and any attempt to anticipate, assign, garnish, or pledge the same shall be void; and no such benefits shall be in any manner liable for or subject to the debts, liabilities, engagements, or torts of any Participants, and if any Participant shall become bankrupt or attempt to anticipate, assign, or pledge any benefits, then such benefits shall, at the discretion of the Committee, cease, and in the event the Committee shall have the authority to cause the same, or any part thereof, to be held or applied to or for the benefit of such Participant, his spouse, his children, or other dependents, or any of them in such manner and in such proportion as the Committee may think proper.

Notwithstanding the preceding provisions of this Paragraph, payments may be made in conformity with a qualified domestic relations order, within the meaning of Section 414(p) of the Code, under procedures to be adopted in conformity with said Section.

17.2 Applicable Law . Except as otherwise provided by ERISA, this Plan is established with reference to, and shall be construed, regulated and administered under, the laws of the State of California. If any provision hereof shall be determined by a court of competent jurisdiction to be invalid or infeasible, the remaining provisions shall nevertheless continue in full force And effect.

17.3 Look Back Year . The determination of Highly Compensated Employees in conformity with the requirements of Treasury Regulations Section 1.414(q)-1T shall be made

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for the years 1995 and 1996 utilizing the current Plan Year as both the look-back year and the determination year.

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ARTICLE XVIII

[RESERVED]

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ARTICLE XIX

TOP-HEAVY PROVISIONS

19.1 Rules Prior to 2002 . The Plan shall be considered to be top-heavy in any Year if as of the determination date the present value of all benefits of Key Employees (as defined in subparagraph (e) hereof ) under this Plan and all other Plans in the aggregation group as defined herein shall exceed sixty percent (60%) of a similar sum determined for all Employees under such plans. Effective July 7, 1995, in determining the present value of benefits, the actuarial assumptions shall be those in effect on the determination date for purposes of applying the provisions of Code Section 417(e)(3). The determination date for any Year is the last day of the preceding Year. The Aggregation Group shall consist of this Plan, each other Plan maintained by the Employer in which a Key Employee shall be a Participant, and any other Plan the maintenance of which is necessary to permit this Plan or any Plan in which a Key Employee is a Participant to satisfy the provision of Section 410 or 401(a)(4) of the Code. In particular, any distribution to an Employee during the five-year period ending on the determination date shall be taken into account in determining the accrued benefit of such Employee, as provided in Section 416(g)(3) of the Code; any rollover contribution made after December 31, 1983 will not be taken into account in determining whether the Plan is top-heavy, as provided in Section 416(g)(4)(A) of said Code; and the accrued benefit or account balance of any former Key Employee who is no longer a Key Employee shall not be taken into account as provided in Section 416(g)(4)(B) of said Code.

In determining the amount of benefits to be taken into account under the provisions of the first sentence of this Paragraph, the present value of benefits shall be calculated under the actuarial assumptions used in determining the funding requirements of the Plan; the

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valuation shall be as of the last valuation date which is within a twelve-month period ending on the determination date; the rules set forth in Paragraphs (3) and (4) of Section 416(g) of the Code shall be followed; and the accrued benefit of an Employee other than a Key Employee (within the meaning of Section 416(i)(1) of the Code) shall be determined under (a) the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Affiliates, or (b) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Section 411(b)(1)(c) of the Code. If the Plan shall be top-heavy in any Year, the following provisions shall apply notwithstanding any other provisions hereof:

(a) Vesting . Each Participant’s vested interest in his accrued benefit shall be determined using the following vesting schedule rather than under the provisions of Article IX hereof:


Years of		Vested
Vesting Credit Service		Percentage
1		0%
2		20%
3		40%
4		60%
5		80%
6		100%

If in any subsequent Year the Plan shall cease to be top-heavy, each Participant’s vested interest in his accrued benefit as of the last day of the Year in which the Plan was top-heavy shall be preserved, but except as to long-term Employees additional vesting in such accrued benefit and in all future accruals shall be determined under the provisions of Article IX (so long as the Plan shall not be top-heavy). A long-term Employee is any Employee who

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was a Participant during a Year in which the Plan was top-heavy and who, as of the first day of the Year with respect to which the top-heavy restrictions shall have become inapplicable, shall have completed at least five Years of Vesting Credit Service. The vested interest of a long-term Employee in all benefits hereunder shall be determined under the vesting schedule set forth in this Article.

(b) Minimum Benefit . If the Plan shall be top-heavy in any Year, the minimum accrued benefit for each Employee who shall have completed a Year of Credited Service during such Year and who is not a Key Employee (as hereinbefore defined) shall be an annual lifetime retirement benefit commencing at Normal Retirement Age equal to the applicable percentage as hereinafter defined of such Participant’s average compensation for a five-year period during which such Employee’s compensation shall have been the greatest. The term “applicable percentage” means the lesser of twenty percent (20%) or two percent (2%) multiplied by the number of the Employee’s Years of Credited Service subsequent to December 31, 1983, and during which the Plan was top-heavy. If the Participants benefit hereunder shall be paid as other than a single-life annuity commencing at Normal Retirement Age, then the Participant shall receive a benefit payment calculated under the preceding provisions hereof.

(c) Additional Limitations . In applying the provisions of subparagraphs (a) and (b) of this Paragraph, contributions or benefits under the Social Security Act, the Federal Insurance Contributions Act, or any similar federal or state law shall not be taken into account. The provisions of said Paragraphs shall not, however, apply in any event to any Employee included in a unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between Employee representatives and one

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or more Employers if there is evidence that retirement benefits were the subject of good faith bargaining between such Employee representatives and such Employer or Employees.

(d) Benefit Limitations . If a Plan shall be top-heavy in any Year prior to January 1, 2000, then all references in Paragraph 6.4 to “one hundred twenty-five percent (125%) of the dollar limitation” shall be deemed to refer to one hundred percent (100%) of such limitation.

(e) A Key Employee is any Employee or former Employee who at any time during the Plan Year containing the determination date or the four preceding Plan Years is or was (1) an officer of the Employer having annual compensation for such Plan Year which is in excess of fifty percent (50%) of the dollar limit in effect under Section 415(b)(1)(A) of the Code for the calendar year in which such Plan Year ends; (2) an owner of (or considered as owning within the meaning of Code Section 318) both more than a one-half percent (.5%) interest as well as one of the ten (10) largest interests in the Employer and having annual compensation greater than the dollar limit in effect under Code Section 415(c)(1)(A) for the year; (3) a five percent (5%) owner of the Employer; or (4) a one percent (1%) owner of the Employer who has annual compensation of more than $150,000. For purposes of determining five-percent and one-percent owners, neither the aggregation rules nor the rules of subsections (b), (c), and (m) of Code Section 414 apply. Beneficiaries of an Employee acquire the character of the Employee who performed service for the Employer, and inherited benefits will retain the character of the benefits of the Employee who performed services for the Employer.

19.2 Modification of Top-Heavy Rules . This Paragraph shall apply for purposes of determining whether the Plan is a top-heavy plan under Section 416(g) of the Code

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for Plan Years beginning January 1, 2002, and whether the Plan satisfies the minimum benefits requirements of Section 416(c) of the Code for such years. This Paragraph amends Paragraph 19.1 of the Plan.

(a) Determination of Top-Heavy Status .

(i) Key Employee . Key Employee means any employee or former employee (including any deceased employee) who at any time during the Plan Year that includes the determination date was an officer of the employer having annual Compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for plan years beginning after December 31, 2002), a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

(ii) Determination of Present Values and Amounts . This Paragraph 19.2(a)(ii) shall apply for purposes of determining the present values of accrued benefits and the amounts of account balances of employees as of the determination date.

(A) Distributions During Year Ending on the Determination Date . The present values of accrued benefits and the amounts of account balances of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the Plan and any Plan aggregated with the plan under Section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to

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distributions under a terminated plan which, had it not been terminated, would have been aggregated with the plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.”

(B) Employees Not Performing Services During Year Ending on the Determination Date . The accrued benefits and accounts of any individual who has not performed services for the employer during the 1-year period ending on the determination date shall not be taken into account.

(b) Minimum Benefits . For purposes of satisfying the minimum benefit requirements of Section 416(c)(1) of the Code and the Plan, in determining years of service with the employer, any service with the employer shall be disregarded to the extent that such service occurs during a Plan Year when the Plan benefits (within the meaning of Section 410(b) of the Code) no Key Employee or former Key Employee.

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ARTICLE XX

SPECIAL PROVISIONS APPLICABLE TO MEMEC LLC AND ITS SUBSIDIARIES

20.1 Special Definitions . For purposes of this Article XX, the following terms have the following meanings unless different meaning is clearly required by the context:

(a) “ Closing ” means October 16, 2000 (the date of the closing under the Share Purchase Agreement dated August 7, 2000 (the “SPA”) between VEBA Electronics GmbH and others, and E.ON AG, on the one hand, and Arrow Electronics, Inc., Cherry Bright Limited and Avnet, Inc.).

(b) “ Memec ” means Memec LLC and its subsidiaries, Impact Semiconductor Technologies LLC, Insight Electronics LLC, and Unique Semiconductor Technologies Inc..

20.2 “ Memec Employees” . Memec Employees means individuals who are active Participants immediately prior to the Closing and become employees of Memec upon the Closing.

20.3 Memec Employees No Longer Active Participants Under the Plan . Effective as of the Closing, Memec Employees shall accrue no further benefits under the Plan, and Memec Employees shall be fully vested in their benefits already accrued as of the Closing.

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ARTICLE XXI

Benefit Freeze

No Participant shall accrue any further benefits under the Plan after December 31, 2000. Without limiting the generality of the foregoing, no period after December 31, 2000 shall be includible in Credited Service, no compensation after December 31, 2000 shall be taken into account in determining Final Average Earnings, and the Primary Insurance Amount under Paragraph 6.1 shall be determined for each Participant as if the Participant had terminated employment on December 31, 2000, based on Social Security benefit levels and law then in effect.

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ARTICLE XXII

Applicable Mortality Table on and After December 31, 2002

This Article shall apply to distributions with Annuity Commencement Dates on or after December 31, 2002. Notwithstanding any other plan provisions to the contrary, the applicable mortality table used for purposes of adjusting any benefit or limitation under Sections 415(b)(2)(B), (C), or(D) of the Code as set forth in Paragraph 6.3 and the applicable mortality table used for purposes of satisfying the requirements of Section 417(e) of the Code as set forth in Paragraph 8.4, Article XIX, and Exhibit A of the Plan is the table prescribed in Rev. Rul. 2001-62.

IN WITNESS WHEREOF, ARROW ELECTRONICS, INC., successor by merger to Wyle Electronics, has caused this instrument to be executed by its duly authorized officer, and its corporate seal to be hereunto affixed, this 9 ^th day of September, 2009.


ATTEST:	ARROW ELECTRONICS, INC.

/s/ Peter S. Brown	By:	/s/ Paul J. Reilly

Secretary		Senior Vice President

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EXHIBIT A

JOINT AND SURVIVOR FACTORS

In determining the factors in this exhibit, the ages of both the employee and the spouse are determined as age nearest birthday and the factors are rounded to 3 decimal places before being applied to a monthly straight life annually.

The applicable Joint and Survivor Factors are as follows

(1) For Benefit Commencement Dates before August 1, 2008:

(a) For an employee with a spouse less than five years younger or older, a reduction of: 20% times the survivor percentage.

(b) For an employee with a spouse more than five years younger, a reduction of: 20% plus 1% for every year over five that the spouse is younger, times the survivor percentage.

(c) For an employee with a spouse more than five years older, a reduction of: 20% minus 1% for every year over five that the spouse is older, times the survivor percentage. (If a spouse is more than 25 years older than the employee, there is no reduction.)

Examples:

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Spouse’s Age Compared	Joint and Survivor Factors
to Employee’s Age	100%		75%		66-2/3%		50%
10 years younger or more	---------------------see above---------------------
9 years younger		.760		.820		.840		.880
8 years younger		.770		.828		.847		.885
7 years younger		.780		.835		.853		.890
6 years younger		.790		.843		.860		.895
5 years younger to 5 years older		.800		.850		.867		.900

6 years older		.810		.858		.873		.905
7 years older		.820		.865		.880		.910
8 years older		.830		.873		.887		.915
9 years older		.840		.880		.893		.920
10 years older or more	---------------------see above---------------------

Apply factors to monthly straight-life annuity benefit. Determine ages of both employee and spouse as age nearest birthday.

(2) For Benefit Commencement Dates on or after August 1, 2008, each factor is determined as the greater of the factors in (1), above or as set forth below.

The factor determined so that the Joint and Survivor annuity is the Actuarial Equivalent of a monthly straight life annuity. For this purpose, Actuarial Equivalence shall be determined on the basis of the interest rate specified by the Commissioner of Internal Revenue for purposes of Section 417(e) of the Code for the fourth month preceding the first day of the Plan Year in which the Participant’s distributions is to be made and the mortality table prescribed by the Commissioner of Internal Revenue for purposes of Section 417(e) of the Code.

(3) Effective for Benefit Commencement Dates on or after August, 1, 2008, for participants of the Sylvan Ginsbury, Ltd. Pension Plan (the “Sylvan Plan”) as of January 1, 1997 with respect to

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the portion of the accrued benefit earned under that Plan, the factors set forth in (1), (2), or those under the terms of the Sylvan Plan, whichever yields a greater benefit.

EXHIBIT A — Continued

LUMP SUM FACTORS

APPLICABLE AS OF JANUARY 31, 1989 TO PARAGRAPH 8.4(c)


Age Nearest
Birthday		Factor
		(Apply to 12 times the monthly benefit)
Under 35		1.0
35 - 39		1.5
40 - 44		2.0
45 - 49		2.5
50 - 54		3.5
55 - 59		5.0
60 and over		8.0

Miscellaneous

An interest rate of seven percent (7%) per year and the mortality table prescribed by the Commissioner of Internal Revenue for purposes of Section 417(e) of the Code shall be used for determining all actuarial equivalents under the Plan for which actuarial assumptions or factors are not otherwise specifically provided.

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EXHIBIT B

SYLVAN GINSBURY ACTUARIAL EQUIVALENCE

For purposes of Paragraph 8.6, the meaning of Actuarial Equivalent under the Sylvan Plan is as follows:

“Actuarial Equivalent” means a benefit of value equivalent to the value of the benefit replaced, based on the following actuarial assumptions:


Mortality, pre-retirement -		none
Mortality, post-retirement -		1971 Individual Annuity Mortality Table for Males
Interest, pre-retirement -		6 %
Interest, post-retirement -		5% (6% effective March 31, 1994)

However, a single lump sum Actuarial Equivalent of an annuity benefit shall be calculated with interest at the rates specified above or at the applicable PBGC rate if lower. For this purpose, the “applicable PBGC rate” shall mean the applicable rate or rates for the immediate or deferred annuity benefit in question as adopted by the Pension Benefit Guaranty Corporation to determine the sufficiency of plans terminating on the first day of the Plan Year in which the lump sum is paid; provided, however, that if the present value of a lump sum benefit using such rate or rates exceeds $25,000, the “applicable PBGC rate” shall instead mean 120 percent of such rate or rates, but only to the extent that the lump sum value is not thereby reduced below $25,000.

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Exhibit 10(c)

ARROW ELECTRONICS STOCK OWNERSHIP PLAN

(Amended and Restated through September 9, 2009)

Table of Contents


		Page
ARTICLE I	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	Compensation Limit		5

1.12	Disability		5

1.13	Effective Date		5

1.14	Earnings		5

1.15	Employee		6

1.16	Employer		7

1.17	Entry Date		7

1.18	Exempt Loan		7

1.19	Fund or Trust Fund		7

1.20	General Account		7

1.21	Highly Compensated Employee		7

- i -

Table of Contents
(continued)


		Page
1.22	Hour of Service		7

1.23	Member		10

1.24	Normal Retirement Date		10

1.25	One-Year Break in Service		10

1.26	PAYSOP Account		10

1.27	Plan		10

1.28	Suspense Account		10

1.29	Termination of Employment		10

1.30	Trust Agreement		10

1.31	Trustee		10

1.32	Vested Percentage		10

1.33	Year		11

1.34	Year of Membership		11

1.35	Year of Service		11

1.36	Same-Sex Marriage		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

- ii -

Table of Contents
(continued)


		Page
3.2	Amount of Contributions		13

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		14

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		16

4.8	Administration of Accounts		17

4.9	Voting of Common Stock		17

4.10	Vesting		18

4.11	Diversification of Investments		19

4.12	Military Service		20

4.13	Notification of Members		20

ARTICLE V	Retirement Benefits		20

5.1	Payment of Retirement Benefits		20

ARTICLE VI	Termination of Employment		20

6.1	Benefits upon Termination of Employment		20

6.2	Payment of Benefits upon Termination of Employment		21

- iii -

Table of Contents
(continued)


		Page
6.3	Forfeitures		21

6.4	Source of Restored Amounts		22

6.5	Irrevocable Forfeitures		22

ARTICLE VII	Withdrawal upon Full Vesting		23

7.1	Withdrawal Rights		23

7.2	Distribution		23

7.3	Direct Transfer to Arrow Savings Plan		23

ARTICLE VIII	Death Benefits		23

8.1	Death Benefits		23

8.2	Designation of a Beneficiary		24

8.3	Effect of Marriage, Divorce or Annulment, or Legal Separation		25

8.4	Proof of Death		25

8.5	Designation of Method of Distribution		25

8.6	Direct Transfer to Arrow Savings Plan		26

8.7	Undistributed Balance of Terminated Member		26

8.8	Discharge of Liability		26

ARTICLE IX	Distribution of Benefits		26

9.1	Form of Distribution of Benefits		26

9.2	Put Options		26

9.3	Minimum Required Distributions		27

9.4	Special Rule for Exempt Loan		27

9.5	Qualified Domestic Relations Orders		27

9.6	Direct Rollover of Eligible Rollover Distributions		29

- iv -

Table of Contents
(continued)


		Page
ARTICLE X	Administration of the Plan		31

10.1	Committee		31

10.2	Named Fiduciary		31

10.3	Powers and Discretion of the Named Fiduciary		31

10.4	Advisers		33

10.5	Service in Multiple Capacities		33

10.6	Limitation of Liability; Indemnity		33

10.7	Reliance on Information		33

10.8	Subcommittees, Counsel and Agents		33

10.9	Funding Policy		34

10.10	Proper Proof		34

10.11	Genuineness of Documents		34

10.12	Records and Reports		34

10.13	Recovery of Overpayments		34

ARTICLE XI	The Trust Agreement		34

11.1	The Trust Agreement		34

11.2	Rights of the Company		35

11.3	Duties and Responsibilities of the Trustee		35

11.4	Leveraged Purchases		35

ARTICLE XII	Amendment		35

12.1	Right of the Company to Amend the Plan		35

12.2	Plan Merger		36

12.3	Amendments Required by Law		36

- v -

Table of Contents
(continued)


		Page
ARTICLE XIII	Discontinuance of Contributions and Termination of the Plan		36

13.1	Right to Terminate the Plan or Discontinue Contributions		36

13.2	Manner of Termination		37

13.3	Effect of Termination		37

13.4	Distribution of the Fund		37

13.5	Expenses of Termination		37

ARTICLE XIV	Miscellaneous Provisions		37

14.1	Plan Not a Contract of Employment		37

14.2	Source of Benefits		37

14.3	Spendthrift Clause		38

14.4	Merger		38

14.5	Valuation of Common Stock		38

14.6	Inability to Locate Distributee		38

14.7	Payment to a Minor or Incompetent		38

14.8	Doubt as to Right to Payment		39

14.9	Estoppel of Members and Beneficiaries		39

14.10	Claims Procedure		39

14.11	Controlling Law		39

14.12	Separability		40

14.13	Captions		40

14.14	Usage		40

ARTICLE XV	Exempt Loans		40

15.1	Application of Article		40

- vi -

Table of Contents
(continued)


		Page
15.2	Use of Proceeds		40

15.3	Non-Recourse Requirement		40

15.4	Permitted Collateral		40

15.5	Default		41

15.6	Release from Encumbrance		41

15.7	Suspense Account		41

15.8	Put Option		41

15.9	Other Terms of Loan		44

ARTICLE XVI	Leased Employees		44

16.1	Definitions		44

16.2	Treatment of Leased Employees		44

16.3	Exception for Employees Covered by Plans of Leasing Organization		44

16.4	Construction		44

ARTICLE XVII	“Top-Heavy” Provisions		45

17.1	Determination of “Top-Heavy” Status		45

17.2	Provisions Applicable in “Top-Heavy” Years		47

- vii -

Table of Contents
(continued)


		Page
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
SUPPLEMENT NO. 7		S7-1
SUPPLEMENT NO. 8		S8-1
SUPPLEMENT NO. 9		S9-1
SUPPLEMENT NO. 10		S10-1
SUPPLEMENT NO. 11		S11-1
SUPPLEMENT NO. 12		S12-1
SUPPLEMENT NO. 13		S13-1
SUPPLEMENT NO. 14		S14-1
SUPPLEMENT NO. 15		S15-1
SUPPLEMENT NO. 16		S16-1

- viii -

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 was thereafter further amended and restated on April 17, 2007 to incorporate prior free-standing amendments, to revise the definition of “Compensation” as 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 “PPA”).

- 2 -

The Plan is now hereby amended and restated to further reflect the changes required by PPA, to reflect the final regulations under Section 415 of the Code, to permit taxable rollovers from the Plan to a “Roth IRA,” to incorporate changes required by the Heroes Earnings Assistance and Relief Tax Act of 2008, and to make such other clarifying and simplifying changes as are deemed necessary or advisable.

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.

- 3 -

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”).

1.3 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

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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 not in excess of the Compensation Limit for such Year; 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 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 for purposes of receiving qualified transportation fringe benefits (as described in section 132(f)(4) of the Code). 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, 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 however designated, but shall include taxable car allowances. Effective January 1, 2008, Compensation shall not include parachute payments within the meaning of section 280G of the Code made after termination of employment and other amounts paid after termination of employment, unless paid for services rendered prior to termination and paid either within the calendar year of termination or no later than 2-1/2 months after the date of termination (but excluding post-severance payments in the nature of unused accrued sick, vacation or other bona fide leave payments).

1.11 Compensation Limit . The limit on the amount of compensation taken into account for any Member for any Year which, effective beginning on or after January 1, 2002, is 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.

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

1.13 Effective Date . January 1, 1974.

1.14 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 for purposes of receiving transportation fringe benefits (as described in section 132(f)(4) of the Code), and shall not exceed the Compensation Limit. Notwithstanding the foregoing, effective for amounts paid on or after January 1, 2008, Earnings shall not include

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severance pay or parachute payments excludable from Compensation under Section 1.10 above, and other amounts paid after termination of employment, unless paid for services rendered prior to termination and paid either within the calendar year of termination or no later than 2-1/2 months after the date of termination (but excluding post-severance payments in the nature of unused accrued sick, vacation or other bona fide leave payments).

1.15 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 1.16 and subject also to the following:

1.15.1 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.

1.15.2 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.

1.15.3 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.

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1.16 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.

1.17 Entry Date . Each January 1 and July 1.

1.18 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.

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

1.20 General Account . A separate Account maintained for a Member pursuant to Section 4.1 as in effect prior to January 1, 2001.

1.21 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.

1.22 Hour of Service . For all purposes of this Plan, “Hour of Service” shall mean each hour includible under any of Sections 1.22.1 through 1.22.4, applied without duplication, but subject to the provisions of Sections 1.22.5 through 1.22.8.

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

1.22.2 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.

1.22.3 Military Service . Each regularly scheduled working hour which would constitute an Hour of Service under Section 1.22.1 or 1.22.2 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

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

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

(a) Paid Working Time . Hours of Service described in Section 1.22.1 shall be credited to the Year in which the duties were performed;

(b) Paid Absence and Military Service . Hours of Service described in Sections 1.22.2 and 1.22.3 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 1.22.4 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).

1.22.6 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 1.22.2 (relating to paid absences), or Section 1.22.4 (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) Medical and Severance 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, however designated; and

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

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(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 1.22.2, 1.22.3 and 1.22.4 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.

1.22.8 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 1.22 (regardless of whether the number of Hours of Service actually completed in such month exceeds 190), subject to Section 1.22.6.

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1.23 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.

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

1.25 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 1.25, “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.

1.26 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.

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

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

1.29 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.

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

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

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

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

1.34 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.

1.35 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).

1.36 Same-Sex Marriage . 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 1.36 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 1.22.1. 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 January or July shall become a Member no later than if he started work on the first day of January or July.

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

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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 1.15. 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 1.2.2.

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

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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

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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. Such Accounts shall be credited with contributions and forfeitures allocated pursuant to Section 4.3, and with future earnings in respect of Common Stock credited to such Account. Effective as of January 1, 2001 all separate Accounts for a Member were consolidated into a single Account for each Member, including the Member’s General Account and PAYSOP Account as previously constituted.

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

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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.

Distributions described in this Section 4.4 may not be used to pay an Exempt Loan except to the extent permitted under Section 15.3. To the extent so used, the foregoing

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provisions of this Section 4.4 shall not apply, and such distributions shall be treated as applied to purchase the Common Stock withdrawn from the Suspense Account by reason of such payment, and such Common Stock shall be allocated as provided in Section 4.6.

4.5 Reallocation of Common Stock . Common Stock once allocated to the Account of a Member shall not be reallocated to the Account of any other Member except as follows:

4.5.1 Forfeited Common Stock . Common Stock forfeited by Members shall be reallocated as provided in Section 4.3.

4.5.2 Cash Distributed In Lieu of Common Stock . In the event that the Trustee distributes cash in lieu of a fractional share of Common Stock in a Member’s Account, this Common Stock shall, for purposes of allocation to the Accounts of other Members, be treated as having been purchased by the Trustee during the Year in which such distribution is made for the amount so distributed in cash. However, the Common Stock so allocated by the Trustee shall remain in the same Category of Common Stock in the Accounts of the Members to whom reallocated as it was in the Account of the Member to whom previously allocated.

4.6 Common Stock Withdrawn from the Suspense Account . Common Stock withdrawn from the Suspense Account for any Year pursuant to Section 15.7 shall be allocated as of the last day of such Year among Members in the following manner:

4.6.1 Employer Contributions . To the extent that such Common Stock was withdrawn from the Suspense Account by reason of Employer contributions for such Year, or by reason of earnings on Plan assets held in the Suspense Account and not allocated to Members’ Accounts on or before the end of such Year, such Common Stock shall be allocated among Participating Members for such Year in the proportion in which they are eligible to share in Employer contributions for such Year as provided in Section 4.3.

4.6.2 Income on Common Stock . To the extent that such Common Stock was withdrawn from the Suspense Account by reason of dividends or other distributions on Common Stock allocated to Members’ Accounts on or before the last day of such Year, such Common Stock shall be allocated among Members in proportion to their respective interests in the Common Stock in respect of which such dividends or other distributions were made, in the manner provided in Section 4.4.

4.7 Maximum Limitation . If the total allocation to a Member’s Account in any one Year under Section 4.3 and (with respect to allocations of earnings and other amounts received in respect of Common Stock not previously allocated to Members’ Accounts) Section 4.4 and Section 4.6.1 would exceed the limitations set forth in Section 3.3, such excess shall be used to reduce contributions (including allocation of any forfeitures) for such Member in the next Year and each succeeding Year if necessary; provided, if the Member is not covered by this Plan at the end of the Year, the portion exceeding the limitations set forth in Section 3.3 shall be held by the Trustee in escrow (with the Plan as beneficiary) to be allocated to the Members’ Accounts in the next succeeding Year or Years in the manner set forth in Section 4.3, and in proportion to the Compensation for such later Year or Years, as soon as permitted after giving effect to Section

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3.3. Any distributions or other earnings received for any Year on assets remaining in such escrow as of the close of such Year shall also be held in such escrow. In the event of a termination of the Plan, unallocated amounts held in such escrow shall be allocated to the extent possible under this Article IV for the Year of termination. Any amount remaining in such escrow upon termination of the Plan shall then be returned to the Company or other Employer, notwithstanding any other provision of the Plan or Trust Agreement. Notwithstanding the foregoing, the correction methods under the 1981 regulations shall not as such apply for limitation years beginning on or after July 1, 2007 (i.e., for Plan Years beginning on or after January 1, 2008), and in lieu thereof, corrections shall if applicable be made under the correction programs of Rev. Proc. 2008-50 or corresponding successor guidance (EPCRS).

4.8 Administration of Accounts . Contributions, forfeitures and Common Stock withdrawn from the Suspense Account shall be allocated annually as of the close of each Year. All other allocations provided for in this Article IV shall be made quarterly, semi-annually or annually, as directed by the Committee.

4.9 Voting of Common Stock .

4.9.1 Members’ Rights . Each Member shall have the right to direct the Trustee as to the manner in which shares of Common Stock allocated to his Account are to be voted. The Company shall furnish the Trustee and the Members with notices and information statements when voting rights are to be exercised, in such time and manner as may be required by applicable law and the Company’s Certificate of Incorporation and By-Laws. Such statements shall be substantially the same for Members as for holders of Common Stock in general. The Member may, in his discretion, grant proxies for the exercise of his voting rights under this Section 4.9 in accordance with proxy provisions of general application. The Trustee shall vote such Common Stock in accordance with the direction of the Member or, if permitted by the Member, in its sole discretion. Fractional shares of Common Stock allocated to Members’ Accounts shall be combined to the largest number of whole shares and voted by the Trustee to reflect to the extent possible the voting direction of the Members holding fractional shares.

4.9.2 Vote by Trustee . Any Common Stock held in escrow under Section 4.7 or in the Suspense Account under Section 15.7, or otherwise not allocated to a Member’s Account at the time of reference, and any Common Stock with respect to which a Member (or his Beneficiary) has voting rights under this Section 4.9 that are not timely and properly exercised, may be voted by the Trustee in its sole discretion. Whenever the Trustee may vote any Common Stock in its sole discretion under this Section 4.9, the Trustee shall do so in a manner that the Trustee judges to be in the best interest of the Members and their Beneficiaries. This may include, if the Trustee judges it appropriate, the voting of such Common Stock so as to reflect the voting directions given by the Members with respect to Common Stock with respect to which they have voting rights under this Section 4.9.

4.9.3 Rights of Beneficiaries . All rights of Members under this Section 4.9 shall, upon the death of a Member, be exercisable by such Member’s Beneficiary until such time as the Member’s Account shall have been fully distributed to such Beneficiary.

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4.9.4 Tender Offers, etc . In the event of a tender offer for Common Stock, the rules set forth above (with such modifications as may be appropriate to reflect the difference between a vote and a response to an offer) shall govern the response by the Trustee. Accordingly, the Trustee shall make appropriate arrangements for the Members (or their Beneficiaries) to be furnished with information provided by the offeror or others to holders of Common Stock in connection with the offer and advise the Members (or their Beneficiaries) that the Trustee will respond to the offer with respect to Common Stock allocated to each Member’s Account in accordance with timely instructions provided by the Member (or Beneficiary) to an agent appointed by the Trustee for the purpose in accordance with the procedures prescribed by the Trustee. For any Common Stock with respect to which a Member (or Beneficiary) fails to provide such instructions, and any Common Stock not allocated to a Member’s Account, the Trustee shall either respond to the offer in such manner as it deems prudent and in the best interests of the Members and their Beneficiaries or appoint an independent fiduciary (who may serve as a named fiduciary, an investment manager within the meaning of section 3(38) of ERISA, or co-trustee for such purpose). The Trustee shall also be entitled in its discretion to appoint an independent fiduciary to vote shares of Common Stock with respect to which no voting instructions are timely received by the agent appointed by the Trustee in accordance with applicable procedures, or which are not allocated to Members’ Accounts, in the event of a proxy contest or similar major matter requiring a vote by Members.

4.10 Vesting .

4.10.1 Normal Retirement, Disability or Death . Upon a Member’s Termination of Employment on account of death or Disability, or upon his attainment of his Normal Retirement Date (or any higher age) while employed by an Employer or an Affiliate, his Account shall have a Vested Percentage of 100%.

4.10.2 Vesting Schedule . Upon a Member’s Termination of Employment for a reason other than death, retirement at or after his Normal Retirement Date, or Disability, he shall be entitled to receive the Vested Percentage of the balance in his Account, determined on the basis of the Member’s Years of Service, as follows:

The portion of a Member’s Account attributable to contributions for Plan Years beginning on or after January 1, 2007 (“post-2006 Account”) shall vest as follows:


Years of Service	Vested Percentage
Less than 2 years		0	%
2 years but less than 3		20	%
3 years but less than 4		40	%
4 years but less than 5		60	%
5 or more years		100	%

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The portion of a Member’s Account attributable to contributions for Plan Years ending prior to January 1, 2007 shall vest as follows:


Years of Service	Vested Percentage
5 or more		100	%
less than 5		0	%

Notwithstanding the foregoing, a Member who had a vested or partially vested account under Part I of the Plan on January 1, 1984, or who had a PAYSOP Account transferred to his Account as of January 1, 2001, shall have a Vested Percentage of 100%, without regard of his actual Years of Service.

4.11 Diversification of Investments .

4.11.1 Definitions . For purposes of this Section 4.11, “Qualified Member” means a Member who has attained age 55 and who has completed 10 Years of Membership in the Plan, and “Qualified Election Period” means the six-Year period beginning the Year in which the Member first becomes a Qualified Member.

4.11.2 Election by Qualified Member . Effective January 1, 2002, if the fair market value of the Common Stock ever allocated to the Accounts of a Qualified Member exceeds $500 at the end of a Year in such Member’s Qualified Election Period, then all shares of Common Stock acquired by the Plan and ever allocated to the Accounts of the Qualified Member shall be subject to a diversification election within 90 days of such Year-end and within 90 days of the end of each remaining Year in the Qualified Member’s Qualified Election Period. Within each such 90-day period except the last one, the Qualified Member shall be permitted to direct the Plan to transfer to the Arrow Electronics Savings Plan a number of shares up to (a) 25% of the total number of shares of Common Stock acquired by the Plan and ever allocated to the Accounts of the Qualified Member on or before the last day of the Year just ended, less (b) the number of such shares previously distributed, transferred, or diversified pursuant to an election made under this Section 4.11.2. In the last election permitted to a Qualified Member, “50%” shall be substituted for “25%” in clause (a) of the preceding sentence. The Qualified Member’s direction to the Plan shall be given in such manner and at such time as the Committee shall prescribe.

4.11.3 Additional Diversification . The Committee may in its discretion permit Qualified Members to direct the Plan to diversify, in the manner set out in Section 4.11.2, a number of shares greater than the number specified in such Section; provided, that any such additional diversification shall be made available to Qualified Members in a manner that does not discriminate in favor of Highly Compensated Employees.

4.11.4 Transfer of Account . Whenever a Qualified Member makes an election pursuant to Section 4.11.2, the Committee shall within 90 days of the end of the Qualified Member’s 90-day election period sell the number of shares for which diversification has been elected and transfer the proceeds, net of brokerage fees, to the Qualified Member’s rollover contributions account in the Arrow Electronics Savings Plan. In lieu of such a sale, the

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Committee may credit the Qualified Member with cash derived from contributions or dividends in an amount equal to the value of such shares, and apply the cash to the Arrow Electronics Savings Plan as though it were sale proceeds. If the Qualified Member has no account under the Arrow Electronics Savings Plan, he shall be required to open one prior to the transfer from this Plan. The Member shall direct in accordance with procedures established by the Committee the transfer of the proceeds of diversification to his rollover contributions account in the Arrow Electronics Savings Plan, where it shall initially be invested according to the instructions that he shall give with respect to such transfer.

4.11.5 Recharacterization of Diversification Election . Effective January 1, 2002, if a Member makes an election pursuant to Section 4.11.2, but such Member is not a Qualified Member as defined in Section 4.11.1, then the Member will be deemed not to have made an election pursuant to this Section 4.11 and to have instead made an election pursuant to Section 7.3.

4.12 Military Service . Effective December 12, 1994, notwithstanding any provisions of this Plan to the contrary, contributions and service credit will be provided with respect to Military Service (as defined in Section 1.22.3) to the extent required by Chapter 43 of Title 38 of the United States Code (USERRA) and in accordance with section 414(u) of the Code.

4.13 Notification of Members . Annually, after all allocations required hereunder for each Year have been made, the Committee shall provide each Member with a statement of the amount of Common Stock in his Account.

ARTICLE V

Retirement Benefits

5.1 Payment of Retirement Benefits . A Member who terminates employment on or after his Normal Retirement Date shall be entitled to receive in a single distribution the entire amount of Common Stock in his Account as of the date on which he actually retires, which right shall be nonforfeitable upon his Normal Retirement Date. Any amounts credited to his Account as of the last day of the Year in which he retires shall also be distributed to him. Pending distribution, the Member’s Account shall be credited with additional Common Stock (if any) creditable thereto pursuant to Section 4.4 or 4.6.2.

ARTICLE VI

Termination of Employment

6.1 Benefits upon Termination of Employment .

6.1.1 Disability Benefits . Upon a Member’s Termination of Employment on account of Disability, he shall be 100% vested in the amount of Common Stock in his Account as of the date on which his Disability occurs, and shall be entitled to receive the

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total balance in his Account. Any amounts credited to his Account as of the last day of the Year in which his Disability occurs shall also be distributed to him.

6.1.2 Other Terminations . Upon a Member’s Termination of Employment for reasons other than death, retirement at or after his Normal Retirement Date, or Disability, the Member shall be entitled to receive the Vested Percentage of the balance of his Account as determined under Section 4.10.2.

6.2 Payment of Benefits upon Termination of Employment .

6.2.1 In General . Subject to the provisions of Section 9.4, the benefits distributable to a Member pursuant to this Article VI on Termination of Employment shall be distributed in a single distribution no later than December 31 of the Year following the Year in which he terminates employment, provided, that if the total vested balance of a Member’s Account as of December 31 of the year of Termination of Employment exceeds $5,000, such Member’s benefits shall not be distributed without the Member’s written consent until required pursuant to Section 9.3. Except as the Member otherwise elects, expressly or by failure to request distribution after receipt of notice advising of the right to so elect, distribution shall in all events commence no later than 60 days after the close of the Year in which the Member attains age 65 (or termination of employment, if later), except to the extent that the Common Stock to be so distributed has not yet been acquired by the Fund. Pending distribution, a Member’s Account shall be credited with additional Common Stock (if any) creditable thereto pursuant to Section 4.4 or 4.6.2. If the nonforfeitable balance of a Member’s Account is zero, the Member shall be deemed to have received a single-sum distribution of such nonforfeitable balance upon his Termination of Employment. The nonvested portion of the Account of a Member who is deemed to have received a single-sum distribution of his nonforfeitable balance under this Section 6.2.1 shall be forfeited pursuant to Section 6.3.

6.2.2 Notice Period . Distribution may commence less than 30 days after the notice required under Treas. Reg. section 1.411(a)-11(c) provided that: (a) the Committee clearly informs the Member that the Member has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (b) the Member, after receiving the notice, affirmatively elects a distribution.

6.3 Forfeitures .

6.3.1 Termination with no Vesting . In the event that a Member upon Termination of Employment has no vested interest in his or her Account, the Member’s entire Account shall be forfeited on the last day of the calendar quarter (last day of the Year for forfeitures occurring prior to January 1, 2004) coincident with or next following the date of his or her Termination of Employment, unless he or she is reemployed prior to such date. If the Member has been so reemployed, no portion of the Member’s Account shall be forfeited on such day. If the Member is reemployed by an Employer or Affiliate after such a forfeiture but before incurring five consecutive One-Year Breaks in Service, the previously forfeited balance in the Member’s Account (including both whole and fractional shares) shall be restored.

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6.3.2 Termination with Partial Vesting . In the event that a Member upon Termination of Employment is partially vested in his or her “post-2006 Account” (as defined in Section 4.10.2), the non-vested portion of the terminated Member’s Account shall be forfeited upon the distribution of the vested portion of the Member’s Account. If such a Member is reemployed by an Employer or Affiliate before incurring five consecutive One-Year Breaks in Service, the forfeited balances (including both whole and fractional shares) shall be restored to the Member’s Account, and the Member shall resume his or her place on the respective vesting schedules set forth in Section 4.10.2. However, the Member’s vested interest in his or her post-2006 Account after restoration of the non-vested balance therein shall be expressed by the formula:

X=P(A + D) - D

where X is the Member’s vested balance in the post-2006 Account; P is the Member’s Vested Percentage in his or her post-2006 Account determined under Section 4.10.2 without regard to this sentence; A is the amount of the balance of such Account after restoration; and D is the amount of the distribution (expressed in whole and fractional shares) previously made in respect of the Member’s post-2006 Account.

6.3.3 Application of Forfeitures . All forfeitures shall be applied in accordance with Section 3.2 to the extent so determined by the Board of Directors or the Company Representative, and any balance of such forfeitures not so applied shall be reallocated among the remaining Members as provided in Article IV.

6.4 Source of Restored Amounts . The restoration of a portion of any Account shall be made from forfeitures occurring at the end of the calendar quarter (end of the Year for forfeitures occurring prior to January 1, 2004) in which such restoration occurs, and if necessary, by a special Employer contribution made for that purpose.

6.5 Irrevocable Forfeitures . The unvested portion of a Member’s Account shall be irrevocably forfeited if he incurs five consecutive One-Year Breaks in Service, and shall not be restored thereafter notwithstanding any reemployment of the Member.

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ARTICLE VII

Withdrawal upon Full Vesting

7.1 Withdrawal Rights . If a Member’s Account has a Vested Percentage of 100%, he may withdraw, at such time and in such manner as the Committee shall prescribe, any portion thereof not to exceed one-half of the balance of such Account. No more than one withdrawal under this Article VII may be made in any l2-month period, and no more than two such withdrawals may be made in any 60-month period. Notwithstanding the foregoing, shares of Common Stock acquired with the proceeds of an Exempt Loan may not be withdrawn prior to the close of the Year in which the Exempt Loan is repaid in full. The restriction imposed by the immediately preceding sentence and the restriction to no more than two withdrawals in any 60-month period do not apply to “Qualified Members” during their “Qualified Election Periods” (as such terms are defined in Section 4.11).

7.2 Distribution . Except for transfers to the Arrow Electronics Savings Plan described in Section 7.3, distribution upon a withdrawal pursuant to Section 7.1 (whether made directly to the Member or in a direct rollover to an individual retirement arrangement or other eligible retirement plan) shall be made in whole shares of Common Stock, and effective December 19, 2003, cash in lieu of any fractional shares, if applicable.

7.3 Direct Transfer to Arrow Savings Plan . If a Member directs that a withdrawal under this Article VII be transferred under Section 9.6 as a direct rollover to the Arrow Electronics Savings Plan (the “Savings Plan”), the Committee shall sell the number of shares designated by such Member and transfer the proceeds in cash, net of brokerage fees and any other direct expenses arising from such sale, to the Savings Plan. Such sale shall be made in accordance with procedures established by the Committee, and within 90 days after the Committee receives such a direction from a Member. The amounts so transferred shall be held and invested in accordance with the procedures established under the Savings Plan for rollover contributions.

ARTICLE VIII

Death Benefits

8.1 Death Benefits . In the event of the death of a Member prior to his Termination of Employment, the amount of Common Stock in his Account as of the date of his death shall be distributed to his Beneficiary. Any amounts credited to the deceased Member’s Account as of the last day of the Year in which he dies shall also be distributed to his Beneficiary. Both of these distributions shall be made not later than December 31 of the Year following the Year in which the Member’s death occurs, except to the extent that the Common Stock in respect of which distribution is to be made has not yet been acquired by the Fund; provided, that if the Member had attained his Normal Retirement Date prior to his death, distribution shall be made not later than 60 days following the close of the Year in which his death occurs unless his Beneficiary elects otherwise. Notwithstanding the foregoing, if the Beneficiary is the Member’s spouse, distribution shall be made within 90 days of the Member’s

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death if reasonably practicable and otherwise as soon as practicable unless the spouse elects otherwise. Pending distribution, the deceased Member’s Account shall be credited with additional Common Stock (if any) creditable thereto pursuant to Section 4.4 and Section 4.6.2, and his Beneficiary shall be entitled to vote the Common Stock in his Account pursuant to Section 4.9.3. Effective January 1, 2007, if a Participant dies while performing qualified military service (as defined in Section 414(u) of the Code), the beneficiary(ies) of such Participant shall be entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) that would have been available had the Participant resumed and then terminated employment on account of death, to be determined in accordance with the Heroes Earnings Assistance and Relief Tax Act of 2008 and guidance thereunder.

8.2 Designation of a Beneficiary .

8.2.1 Designation of Beneficiary . Subject to the further provisions of this Section 8.2, each Member may designate, at such time and in such manner as the Committee shall prescribe, a Beneficiary or Beneficiaries (who may be any one or more members of his family or any other persons, executor, administrator, any trust, foundation or other entity) to receive any benefits distributable hereunder to his Beneficiary after the death of the Member as provided herein. Such designation of a Beneficiary or Beneficiaries shall not be effective for any purpose unless and until it has been filed by the Member with the Committee, provided, however, that a designation mailed by the Member to the Committee prior to death and received after his death shall take effect upon such receipt, but prospectively only and without prejudice to any payor or payee on account of any payments made before receipt by the Committee.

8.2.2 Spouse as Presumptive Beneficiary . Notwithstanding Section 8.2.1 (but subject to the provisions of Section 8.3), a Member’s sole Beneficiary shall be his surviving spouse, if the Member has a surviving spouse, unless the Member has designated another Beneficiary with the written consent of such spouse (in which consent such Beneficiary is specified by name or class, and the effect of such designation is acknowledged) witnessed by a notary public or Plan representative. Any such consent shall be irrevocable. The Committee may, in its sole discretion, waive the requirement of spousal consent if the Member is legally separated or if the Committee is satisfied that the spouse cannot be located, or if the Member can show by court order that he has been abandoned by the spouse within the meaning of local law, or if otherwise permitted under applicable regulations.

8.2.3 Change of Beneficiary . A Member may, from time to time in such manner as the Committee shall prescribe, change his designated Beneficiary or Beneficiaries, but any such designation which has the effect of naming a person other than the surviving spouse as sole Beneficiary is subject to the spousal consent requirement of Section 8.2.2.

8.2.4 Failure to Designate . If a Member has failed effectively to designate a Beneficiary to receive the Member’s death benefits, or a Beneficiary previously designated has predeceased the Member and no alternative designation has become effective, such benefits shall be distributed to the Member’s surviving spouse, if any, or if no spouse survives the Member, to the Member’s estate.

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8.3 Effect of Marriage, Divorce or Annulment, or Legal Separation . This Section 8.3 shall be effective in determining the identity of a Participant’s Beneficiary at any time on or after September 1, 2006. In accordance with Section 1.36 but subject to the following provisions of this Section 8.3, the term “spouse” for purposes of this Article VIII means the individual to whom the Member is married on the date of reference, determined under applicable state law, except than no individual of the same gender as the Member shall be deemed such a spouse. Notwithstanding the foregoing:

8.3.1 If a court of competent jurisdiction has issued a legal separation order, the parties to whom that order pertains shall not be deemed to be married to each other, even if their marriage has not been annulled or terminated by divorce; provided, however, that to the extent that a Qualified Domestic Relations Order as defined in Section 9.5 (“QDRO”) specifies that a former spouse (or legally separated spouse) of the Member is to be treated as the Member’s spouse, such specified former spouse (or legally separated individual) shall be treated as the Member’s spouse under the Plan to the extent required in such QDRO, to the exclusion of any subsequent spouse.

8.3.2 Except to the extent otherwise provided in an applicable QDRO, a designation of the Member’s spouse as Beneficiary will automatically be cancelled if the marriage terminates by divorce or is annulled or such a legal separation order is issued unless the designation clearly states that the individual named as Beneficiary is to continue as such following termination of the marriage or such separation.

8.3.3 Nothing herein shall prohibit a spouse from disclaiming the benefit to which he or she would otherwise be entitled as the Member’s sole Beneficiary, in whole or in part, in which event the Beneficiary with respect to the interest so disclaimed shall be determined as if the spouse had predeceased the Member.

8.3.4 Upon the marriage of a Member, any designation of Beneficiaries made by the Member prior to the date of the marriage shall become null and void as of the date of the marriage. Subsequent divorce, legal separation or dissolution of the marriage shall not reinstate any designation that became null and void as of the date of such marriage. Notwithstanding the foregoing, none of the Employer, the Trustee or Committee, nor any other fiduciary, shall be liable for, and each of them shall be fully protected, as to amounts paid to one or more Beneficiary(ies) of the Member subsequent to the marriage of the Member and after the death of the Member, but prior to their receipt of effective written notification of the marriage.

8.4 Proof of Death . The Committee may require such proof of death and such evidence of the right of any person to receive all or part of the death benefit of a deceased Member as the Committee may deem desirable. The Committee’s determination of the fact of death of a Member and of the right of any person to receive distributions as a result thereof shall be conclusive upon such Member and all persons having or claiming any right in the Fund on account of such Member.

8.5 Designation of Method of Distribution . Notwithstanding Section 8.1, a Member (or, after his death, his Beneficiary) may direct the Committee to cause any distribution in respect of his account following his death to be paid in installments over a period not to

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exceed five years, by filing with the Committee a designation of method of payment in such form as may be prescribed or approved by the Committee.

8.6 Direct Transfer to Arrow Savings Plan . Effective March 17, 2003, a Beneficiary may direct that all or a portion of his interest in a deceased Member’s account be transferred directly to the Arrow Electronics Savings Plan (the “Savings Plan”). Upon such election by a Beneficiary, the Committee shall sell the number of shares designated by the Beneficiary and transfer the proceeds in cash, net of brokerage fees and any other direct expenses arising from such sale, to the Savings Plan. Such sale shall be made in accordance with procedures established by the Committee, and within 90 days after the Committee receives such a direction from a Beneficiary. The amounts so transferred shall be held and invested in accordance with the procedures established by the Committee under the Savings Plan.

8.7 Undistributed Balance of Terminated Member . In the event that a Member shall terminate employment with a vested balance in his Account and shall die prior to the complete distribution of such vested balance, the undistributed portion of such vested balance shall be distributed to his Beneficiary, in the manner provided for in the foregoing provisions of this Article VIII. Notwithstanding the foregoing, the Committee and Trustee shall be fully protected in making distribution in the name of any such Member prior to the Trustee’s receiving actual notice of the death of such Member, and no Beneficiary of a deceased Member shall have any interest in such Member’s vested Account balances to the extent that any such distribution shall have been made.

8.8 Discharge of Liability . If distribution in respect of a Member’s Account is made to a person reasonably believed by the Committee or his delegate (taking into account any document purporting to be a valid consent of the Member’s spouse, or any representation by the Member that he is not married) to properly qualify as the Member’s Beneficiary under the foregoing provisions of this Article VIII, the Plan shall have no further liability with respect to such account (or the portion thereof so distributed).

ARTICLE IX

Distribution of Benefits

9.1 Form of Distribution of Benefits . A Member or Beneficiary who is eligible for a benefit as provided herein shall receive distribution thereof in Common Stock, with a cash payment in lieu of any fractional share of Common Stock. The Trustee may, however, distribute whole shares of Common Stock which are made up of fractions of various Categories of Common Stock. The Committee shall apprise the distributee of the basis to the Fund of the Common Stock (and fractions of Common Stock in the event that the whole shares of Common Stock distributed are made up of fractions having different bases) distributed to him.

9.2 Put Options . All Common Stock distributed by the Plan shall be subject to the provisions of Section 15.8 as if it were acquired with the proceeds of an Exempt Loan. No put option may be granted with respect to any Common Stock under this Plan except as provided in this Section 9.2 and in Section 15.8.

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9.3 Minimum Required Distributions .

9.3.1 Governing Regulations . Notwithstanding any provisions of the Plan to the contrary, with respect to distributions made for calendar years beginning on January 1, 2001 and 2002, the Plan will apply the minimum distribution requirements of section 401(a)(9) of the Code, including the incidental death benefit requirement, in accordance with the regulations under section 401(a)(9) that were proposed on January 17, 2001, and for calendar years beginning on or after January 1, 2003, in accordance with the regulations under section 401(a)(9) published on April 17, 2002, as amended and supplemented on June 15, 2004.

9.3.2 Required Beginning Date . Distribution of benefits for Members who are not 5% owners (as described in Section 17.1.2(c)) must begin by April 1 of the calendar year following the later of (a) the calendar year in which the Member reaches age 70-1/2, and (b) the calendar year in which the Member terminates employment. However, if a Member is a 5% owner during the Year in which he reaches age 70-1/2, distribution of the Member’s benefit must begin by April 1, of such year.

9.3.3 Subsequent Distributions . If a Member receives a single sum distribution pursuant to Section 9.3.1 or 9.3.2, any shares of Common Stock subsequently allocated to the Member’s Account shall be distributed to the Member as soon as practicable after the end of the Year for which such allocation is made.

9.3.4 Delay of Payment . Notwithstanding any provisions to the contrary contained in this Plan, in the event that the amount of a payment required to commence on the date otherwise determined under this Plan cannot be ascertained by such date, or if it is not possible to make such payment on such date because the Committee has been unable to locate the Member (or, in the case of a deceased Member, his Beneficiary) after making reasonable efforts to do so, a payment retroactive to such date may be made no later than 60 days after the earliest date on which the amount of such payment can be ascertained under this Plan or the date on which the Member (or Beneficiary) is located, whichever is applicable.

9.3.5 2009 MRD Suspension . Effective with respect to the 2009 calendar year, no minimum required distribution shall be required or made in respect of such calendar year absent an affirmative election by the Member to the contrary in accordance with such procedures as the Committee shall establish.

9.4 Special Rule for Exempt Loan . In the case of Common Stock acquired with the proceeds of an Exempt Loan, no distribution shall be required pursuant to Article VI until the close of the Year in which the loan is repaid in full.

9.5 Qualified Domestic Relations Orders .

9.5.1 Definition . For purposes of this Section 9.5.1, “Qualified Domestic Relations Order” means any judgment, decree or order (including approval of a property settlement) made pursuant to a state domestic relations law (including a community property law) which relates to the provision of child support, alimony payments or marital property to a spouse, former spouse, child or other dependent of a Member and which creates or recognizes the existence of a right of (or assigns such a right to) such spouse, former spouse,

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child or other dependent (the “Alternate Payee”) to receive all or a portion of the benefits payable with respect to a Member under the Plan. A Qualified Domestic Relations Order must clearly specify the amount or percentage of the Member’s benefits to be paid to the Alternate Payee by the Plan (or the manner in which such amount or percentage is to be determined). A Qualified Domestic Relations Order (a) may not require the Plan (i) to provide any form or type of benefits or any option not otherwise provided under the Plan, (ii) to pay benefits to an Alternate Payee under such order which are required to be paid to another Alternate Payee under another such order previously filed with the Plan, or (iii) to provide increased benefits (determined on the basis of actuarial equivalents), but (b) may require payment of benefits to the Alternate Payee under the order (i) at any time after the date of the order, (ii) as if the Member had retired on the date on which such payment is to begin under such order (taking into account only the benefits in which the Participant is then vested) and (iii) in any form in which such benefits may be paid to the Member.

9.5.2 Distributions . The Committee shall recognize and honor any judgment, decree or order entered on or after January 1, 1985 under a state domestic relations law which the Committee determines to be a Qualified Domestic Relations Order in accordance with such reasonable procedures to determine such status as the Committee shall establish. Without limitation of the foregoing, the Committee shall notify a Member and the person entitled to benefits under a judgment, decree or order which purports to be a Qualified Domestic Relations Order of (a) the receipt thereof, (b) the Plan’s procedures for determining whether such judgment, decree or order is a Qualified Domestic Relations Order and (c) any determination made with respect to such status. During any period during which the Committee is determining whether any judgment, decree or order is a Qualified Domestic Relations Order, any amount which would have been payable to any person pursuant to such order shall be separately accounted for pending payment to the proper recipient thereof. Any such amount, as so adjusted, shall be paid to the person entitled to such payment under any such judgment, decree or order if the Committee determines such judgment, decree or order to be a Qualified Domestic Relations Order within 18 full calendar months commencing with the date on which the first payment would be required to be made under such judgment, decree or order. If the Committee is unable to make such a determination within such time period, payment under the Plan shall be as if such judgment, decree or order did not exist and any such determination made after such time period shall be applied prospectively only.

9.5.3 Alternate Payee’s Beneficiary . In the event that an Alternate Payee is entitled under a Qualified Domestic Relations Order to designate a Beneficiary for the Alternate Payee’s interest in the Plan and fails to do so or such designation fails to be effective (such as by reason of the prior death of the designated individual and the absence of any effective alternative designation), the Alternate Payee’s Beneficiary with respect to such interest shall be the Alternate Payee’s estate.

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9.6 Direct Rollover of Eligible Rollover Distributions . Notwithstanding any provisions of this Plan that would otherwise limit a Distributee’s election under this Section 9.6, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid in a Direct Rollover directly to an Eligible Retirement Plan specified by the Distributee.

9.6.1 Definitions . For purposes of this Section 9.6, the following terms shall have the meanings specified below:

9.6.1.1 Eligible Rollover Distribution . Any distribution of all or any portion of the balance to the credit of a Distributee under the Plan, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequent than annual) made for the life (or life expectancy) of the Distributee or the joint lives (or life expectancies) of the Distributee and the Distributee’s Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; the portion of any distribution that is not includible in gross income, unless the conditions of Section 9.6.5 are satisfied; any deemed distribution occurring upon the Member’s Termination of Employment under which the Member’s account balance is offset by the amount of an outstanding Plan loan; and any hardship withdrawal.

9.6.1.2 Eligible Retirement Plan . An individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, another employer’s qualified trust described in section 401(a) of the Code, an annuity contract described in section 403(b) of the Code, or an eligible deferred compensation plan described in section 457(b) of the Code maintained by a State, a political subdivision of a State, or any agency or instrumentality of a State or political subdivision of a State and which agrees to separately account for amounts transferred into such plan from this Plan, that accepts a Distributee’s Eligible Rollover Distribution. Effective for distributions on or after January 1, 2008 an Eligible Retirement Plan shall also include a Roth IRA described in section 408A of the Code and a Distributee may make a Direct Rollover thereto, provided that prior to January 1, 2010, the Distributee meets any applicable income limitations.

9.6.1.3 Distributee . A Member, a Member’s surviving Spouse or a Member’s Spouse or former Spouse who is the Alternate Payee under a Qualified Domestic Relations Order (as defined in section 414(p) of the Code and Section 9.6.1) or a trust treated as an individual under applicable regulations. Effective January 1, 2007, the term “Distributee” shall include a non-spouse Beneficiary who is an individual or a trust treated as such under applicable regulations, but a direct rollover by such a Beneficiary may be made only to an individual retirement plan described in section 408(a) or (b) of the Code, and which is established in a manner (including title) that identifies it as an IRA with respect to both the deceased participant and the individual Beneficiary.

9.6.1.4 Direct Rollover . A payment by the Plan to an Eligible Retirement Plan specified by a Distributee, in the manner prescribed by the Committee.

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9.6.2 Limitation . No more than one Direct Rollover may be elected by a Distributee for each Eligible Rollover Distribution.

9.6.3 Default Procedures . If a Member (or other Distributee, if applicable) does not make a timely election whether or not to directly roll over his Eligible Rollover Distribution within a reasonable period permitted by the Committee for making such election, such distribution shall be made directly to the Member (or other Distributee, if applicable). Notwithstanding the foregoing, effective March 28, 2005, such Eligible Rollover Distributions made to a Member prior to Normal Retirement Date that exceed $1,000 in value but do not exceed $5,000 will be automatically rolled over to an IRA in accordance with Section 9.6.4.

9.6.4 Automatic Distribution of Small Accounts . If, upon Termination of Employment, the value of a Member’s vested interest in his Account does not exceed $5,000, and such Member does not make a timely election under this Section 9.6 to make a Direct Rollover, the vested balance in the Member’s Account shall be distributed to the Member in accordance with Section 6.2. Notwithstanding the foregoing, for distributions to a Member on or after March 28, 2005 and prior to the Member’s Normal Retirement Date, in the event that the distribution exceeds $1,000 in value or amount but does not exceed $5,000, and the Member does not make an election whether or not to make a Direct Rollover of his distribution within the time and in the manner prescribed by the Committee, if the value or amount of the distribution remains no more than $5,000 at the date on which distribution is to be made, the Committee shall direct the Trustee to sell all of the shares of Common Stock in the Member’s Account and transfer the proceeds in cash, net of brokerage fees and any other direct expenses arising from such sale, to an individual retirement account selected by the Committee and meeting the requirements for the “safe harbor” regulations issued by the Department of Labor, 29 C.F.R. section 2520.404a-2 (or any corresponding successor regulations). Such sale of shares and transfer shall be made in accordance with procedures established by the Committee, and may, if the Committee so directs, be effected through application of the shares to meet purchase requirements of the Plan then outstanding.

9.6.5 After-Tax Employee Contributions . An Eligible Rollover Distribution may include after-tax employee contributions if the Eligible Retirement Plan is either:

(a) an individual retirement account described in section 408(a) of the Code or an individual retirement annuity described in section 408(b) of the Code; or

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ARTICLE X

Administration of the Plan

(a) to establish such rules or procedures as it may deem necessary or desirable;

(b) to employ such persons as it shall deem necessary or desirable to assist in the administration of the Plan;

(c) to determine any question arising in the administration, interpretation and application of the Plan, including without limitation questions of fact and of construction;

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(f) to establish procedures for determining whether a domestic relations order is a qualified domestic relations order (“QDRO”) as described in Section 9.5 and for complying with any such QDRO;

(h) to make a determination as to the rights of any person to a benefit and to afford any person dissatisfied with such determination the right to an appeal;

(j) to compromise or settle claims against the Plan and to direct the Trustee to pay amounts required in any such settlements or compromise; and

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10.5 Service in Multiple Capacities . Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.

10.6 Limitation of Liability; Indemnity .

10.8 Subcommittees, Counsel and Agents . The Committee may appoint from its members such subcommittees (of one or more such members), with such powers, as the Committee shall determine. The Committee may employ such counsel (including legal counsel, who may be counsel for the Company or an Employer), accountants, and agents and such clerical and other services as either may require in carrying out the provisions of the Plan, and may

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charge the fees, charges and costs resulting from such employment as an expense to the Fund to the extent not paid by the Company. Unless otherwise required by law, persons employed by the Committee as counsel, or as its agents or otherwise, may include members of the Committee, or employees of the Company. Persons serving on the Committee, or on any such subcommittee shall be fully protected in acting or refraining to act in accordance with the advice of legal or other counsel.

10.9 Funding Policy . The funding policy and method of the Plan shall consist of the receipt of contributions and the investment thereof pursuant to the provisions of the Plan, taking into account the objectives of the Plan as stated in the Introduction.

10.12 Records and Reports . The Committee shall maintain or cause to be maintained such records, as it deems necessary or advisable in connection with the administration of the Plan.

10.13 Recovery of Overpayments . Without limiting the generality of the Committee’s power and discretion under Section 10.3(d) to rectify errors and supply omissions, in the event that the Committee determines that overpayments have been made to a Member or his spouse or Beneficiary, the Committee shall take such steps as it shall deem appropriate under the relevant facts and circumstances to recover such payments, with or without interest, and in case repayment is not otherwise made, to offset the amount to be recovered against subsequent payments otherwise becoming due to or in respect of such Member, spouse or Beneficiary at such time and to such extent as it shall deem appropriate.

ARTICLE XI

The Trust Agreement

11.1 The Trust Agreement . Effective July 17, 2002, the Committee, on behalf of itself and each other Employer, shall have power to appoint and remove a Trustee and to enter into or amend a Trust Agreement with the Trustee providing for the establishment of a Fund hereunder. The Trust Agreement shall be deemed to form a part of this Plan, and any and all rights which may accrue to any person under this Plan shall be subject to all the terms and provisions of such Trust Agreement. Copies of the Trust Agreement shall be filed with the Committee and, upon reasonable application and notice, shall be made available for inspection by any Member.

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11.2 Rights of the Company . Except as otherwise expressly provided in the Trust Agreement or in Section 4.7, upon the transfer by an Employer of any money or assets to the Fund, all interest of the Employer therein shall cease and terminate, legal title to such Fund shall be vested absolutely in the Trustee and no part of the Fund or income therefrom shall be used for or diverted to purposes other than the exclusive benefit of the Members and their Beneficiaries as provided herein; provided, however, that:

(a) A contribution that is made by an Employer by a mistake of fact may be returned to the Employer upon its request within one year after the payment of the contribution; and

(b) A contribution that is conditioned upon its deductibility under section 404(a) of the Code may be returned to the Employer upon its request, to the extent that the contribution is disallowed as a deduction, within one year after such disallowance.

The Trustee shall invest the assets in the Fund in the Common Stock of the Company. Notwithstanding the foregoing, the Trustee may make such short-term fixed income investments as it shall deem necessary to hold (i) cash contributions pending investment in Common Stock when such contributions are made prior to settlement of trades, (ii) amounts deemed necessary or advisable to fund the distribution in respect of fractional shares of Common Stock in accordance with Section 7.2 or rollovers into a “safe harbor” individual retirement account under Section 9.6.4, and (iii) the proceeds of sales of Common Stock pending transfer of such proceeds to the Arrow Electronics Savings Plan in accordance with Sections 4.11.4, 7.3, and 8.5 or to such a safe harbor individual retirement account.

The Trustee shall not be required to make any payment of benefits or distributions out of the Fund, or to allocate or reallocate any amounts, except upon the written direction of the Committee. The Trustee shall not be charged with knowledge of any action by the Board of Directors or of the termination of employment, retirement, Disability or death of any Member, unless it shall be given written notice of such event by the Committee.

11.4 Leveraged Purchases . The Trustee shall be entitled to borrow funds for the purpose of purchasing Common Stock, either from the Company or from shareholders of the Company. Any such loan that is an Exempt Loan shall comply with the provisions of Article XV.

ARTICLE XII

Amendment

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Directors, or effective July 17, 2002, by action of the Company Representative, and all Employers and Members (and their Beneficiaries) shall be bound thereby. Except as provided in Section 12.3, no such amendment shall authorize or permit any part of the Fund to be used for or diverted to purposes other than for the exclusive benefit of the Members and their Beneficiaries, nor shall any amendment reduce any amount then credited to the individual accounts of any Member, reduce any Member’s vested interest in his account, or affect the rights, duties and responsibilities of the Trustee without his written consent.

12.3 Amendments Required by Law . All provisions of this Plan, and all benefits and rights granted hereunder, are subject to any amendments, modifications or alterations which are necessary from time to time, (a) to qualify the Plan under section 40l(a) of the Code and the regulations and rulings thereunder, (b) to continue the Plan as so qualified, (c) to qualify the Plan as an employee stock ownership plan within the meaning of section 4975(e)(7) of the Code and the regulations and rulings thereunder, and within the meaning of section 407(d)(6) of ERISA and the regulations and rulings thereunder, (d) to comply with any other provision of law. Accordingly, notwithstanding any other provision of this Plan, the Company may amend, modify or alter the Plan with retroactive effect in any respect or manner necessary to qualify the Plan under section 40l(a) of the Code, to continue the Plan as so qualified, to meet the aforementioned statutory requirements or to comply with any other provision of applicable law.

ARTICLE XIII

Discontinuance of Contributions
and Termination of the Plan

13.1 Right to Terminate the Plan or Discontinue Contributions . The Employers have established the Plan with the bona fide intention and expectation that from year to year they will be able to and will deem it advisable to make contributions as herein provided. In any given Year, however, the board of directors of an Employer may determine that circumstances make it impossible or inadvisable for the Employer to make contributions in respect of that Year. The failure of such board of directors to authorize contributions in respect of any Year shall not constitute a termination of the Plan. However, the Company reserves the right to terminate the Plan or completely discontinue contributions thereto at any time, with respect to any or all Employers hereunder.

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13.2 Manner of Termination . In the event the Board of Directors decides it is impossible or inadvisable to continue the Plan, the Board of Directors shall have the power to terminate the Plan by appropriate resolution. A certified copy of such resolution or resolutions shall be delivered to the Committee, and as soon as possible thereafter the Committee shall deliver to the Trustee a copy of the resolution or resolutions and shall give appropriate notice to the Members.

13.3 Effect of Termination . In the event of the complete or partial termination (within the meaning of section 411(d)(3) of the Code) of the Plan or a complete discontinuance of contributions by the Employers, the rights of all affected Members to their Accounts as of the date of such termination or such complete discontinuance of contributions shall be fully vested and nonforfeitable (within the meaning of section 411 of the Code and regulations thereunder). After the date of a complete termination specified in the resolution or resolutions adopted by the Board of Directors, the Employers shall make no further contributions under the Plan. In the event of a complete discontinuance of contributions without a termination of the Plan, the Committee shall remain in existence and all provisions of the Plan shall remain in force which are necessary in the opinion of the Committee, other than the provisions for contributions, and the Fund shall remain in existence and all provisions of the Trust Agreement shall remain in force which are necessary in the sole opinion of the Committee, other than provisions relating to contributions.

13.4 Distribution of the Fund . In the event of a termination of the Plan, the Trustee shall apply each Member’s account to the benefit of such Member (or his Beneficiary) in accordance with the instructions of the Committee. Except as specifically provided in Section 4.7 or 11.2 or in the Trust Agreement, no assets will revert from the Fund to any Employer.

13.5 Expenses of Termination . In the event of the complete or partial termination of the Plan, the expenses incident thereto shall be a prior claim and lien upon the assets of the Fund, and shall be paid or provided for prior to the distribution of any benefits pursuant to such termination.

ARTICLE XIV

Miscellaneous Provisions

14.1 Plan Not a Contract of Employment . Neither the establishment of the Plan created hereby, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits hereunder, shall be construed as giving to any Member or other person any legal or equitable right against any Employer, any officer or employee thereof, the Board of Directors or any member thereof, the Committee, or any Trustee, except as provided herein and under no circumstances shall the terms of employment of any Member be in any way affected hereby.

14.2 Source of Benefits . All benefits payable under the Plan shall be paid or provided for solely from the Fund and the Employers assume no liability or responsibility therefor. The Employers are under no legal obligation to make any contributions to the Fund.

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No action or suit shall be brought by any Employee or Beneficiary, or by any Trustee, against any Employer for any such contribution.

14.3 Spendthrift Clause . Except as may be otherwise required by a “qualified domestic relations order” (as defined in section 414(p) of the Code), or by other applicable law recognized as a permitted exception to this provision by section 401(a)(13) of the Code and regulations thereunder, no benefit or payment under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary or involuntary, and no attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be valid, nor shall any such benefit or payment be in any way liable for or subject to the debts, contracts, liabilities, engagements or torts of any person entitled to such benefit or payment, or subject to attachment, garnishment, levy, execution or other legal or equitable process.

14.4 Merger . The merger or consolidation of the Company with any other company or the transfer of the assets of the Company to any other company by sale, exchange, liquidation or otherwise or the merger of this Plan with any other retirement plan shall not in and of itself result in the termination of the Plan or be deemed a Termination of Employment of any Employee.

14.5 Valuation of Common Stock . Except as otherwise expressly provided, for all purposes of this Plan, the value of Common Stock on any day on which a national securities exchange is open for trading in Common Stock shall be (a) the mean between the high and low prices at which Common Stock was traded on such exchange on such day, or (b) if there were no trades of Common Stock on such exchange on such day, the mean between the high bid and low asked prices for Common Stock on such day. In the event that the value of Common Stock is to be determined under this Plan as of a day on which there was no national exchange open for trading in Common Stock, the value of Common Stock on such day shall be the value of Common Stock on the most recent day on which a national exchange was open for trading in Common Stock, as determined in accordance with the preceding sentence.

14.6 Inability to Locate Distributee . Notwithstanding any other provision of the Plan, in the event that the Committee cannot locate any person to whom a payment or distribution is due under the Plan, and no other payee has become entitled thereto pursuant to any provision of the Plan, the account in respect of which such payment or distribution is to be made shall be forfeited at the close of the third Year following the Year in which such payment or distribution first became due (but in all events prior to the time such account would otherwise escheat under any applicable state law); provided, that any account so forfeited shall be reinstated if such person subsequently makes a valid claim for such benefit.

14.7 Payment to a Minor or Incompetent . If any amount is payable to a minor or other legally incompetent person, such amount may be paid in any of the following ways, as the Committee in its sole discretion shall determine:

(a) To the legal representatives of such minor or other incompetent person;

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(b) Directly to such minor or other incompetent person;

(c) To a parent or guardian of such minor, or to a custodian for such minor under the Uniform Transfers to Minors Act (or similar statute) of any jurisdiction or to the person with whom such minor shall reside.

Payment to such minor or incompetent person, or to such other person as may be determined by the Committee, as above provided, shall discharge all Employers, the Committee, the Trustees and any insurance company or other person or corporation making such payment pursuant to the direction of the Committee, and none of the foregoing shall be required to see to the proper application of any such payment to such person pursuant to the provisions of this Section 14.8.

14.8 Doubt as to Right to Payment . If at any time any doubt exists as to the right of any person to any payment hereunder or as to the amount or time of such payment (including, without limitation, any doubt as to identity, or any case in which any notice has been received from any other person claiming any interest in amounts payable hereunder, or any case in which a claim from other persons may exist by reason of community property or similar laws) the Committee shall be entitled, in its discretion, to direct the Trustee (or any insurance company) to hold such sum as a segregated amount in trust until such right or amount or time is determined or until order of a court of competent jurisdiction, or to pay such sum into court in accordance with appropriate rules of law in such case then provided, or to make payment only upon receipt of a bond or similar indemnification (in such amount and in such form as is satisfactory to the Committee).

14.9 Estoppel of Members and Beneficiaries . The Employers, Committee, and Trustee may rely upon any certificate, statement or other representation made to them by any Employee, Member or Beneficiary with respect to age, length of service, leave of absence, date of cessation of employment or other fact required to be determined under any of the provisions of the Plan, and shall not be liable on account of the payment of any benefits or the doing of any act in reliance upon any such certificate, statement or other representation. Any such certificate, statement or other representation made by an Employee or Member shall be conclusively binding upon such Employee or Member and his Beneficiary and estate, and such Employee, Member, Beneficiary and estate shall thereafter and forever be estopped from disputing the truth and correctness of such certificate, statement or other representation. Any such certificate, statement or other representation made by a Beneficiary shall be conclusively binding upon such Beneficiary, and such Beneficiary shall thereafter and forever be estopped from disputing the truth and correctness of such certificate, statement or other representation.

14.10 Claims Procedure . The Committee shall establish a claims procedure in accordance with applicable law, under which any Member or Beneficiary whose claim for benefits has been denied shall have a reasonable opportunity for a full and fair review of the decision denying such claim.

14.11 Controlling Law . The validity of this Plan or of any of its provisions shall be determined under, and shall be construed and administered according to, the laws of the State of New York (without regard to its choice of law principles), except to the extent preempted by

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ERISA, or any other applicable laws of the United States of America. No action (whether at law, in equity or otherwise) shall be brought by or on behalf of any person for or with respect to benefits due under this Plan unless the person bringing such action has timely exhausted the Plan’s claim review procedure. Any action (whether at law, in equity or otherwise) must be commenced within three (3) years from the earlier of (a) the date a final determination denying such benefit, in whole or in part, is issued under the Plan’s claim review procedure and (b) the date such person’s cause of action first accrued.

14.12 Separability . If any provision of the Plan or the Trust Agreement is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provisions of the Plan and/or the Trust Agreement, and the Plan and Trust Agreement shall be construed and enforced as if such provision had not been included therein.

14.13 Captions . The captions contained herein are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of the Plan nor in any way shall affect the Plan or the construction of any provision thereof.

14.14 Usage . Whenever applicable, the masculine gender, when used in the Plan, shall include the feminine or neuter gender, and the singular shall include the plural.

ARTICLE XV

Exempt Loans

15.1 Application of Article . This Article XV shall apply in the event that the Trustee shall purchase Common Stock with loan proceeds (including a purchase on deferred payment terms), and the loan is made by or guaranteed by the Company or another disqualified person with respect to the Plan. Any such loan must be primarily for the benefit of the Members participating in the Plan and their Beneficiaries.

15.2 Use of Proceeds . The proceeds of an Exempt Loan must be used within a reasonable time after their receipt by the Plan only for any or all of the following purposes: (a) to acquire Common Stock; (b) to repay such loan; (c) to repay a prior Exempt Loan.

15.3 Non-Recourse Requirement . An Exempt Loan shall be without recourse against the Plan. Such loan shall be payable only out of contributions (other than contributions of Common Stock or other employer securities) that are made by the Employers under the Plan in order to meet their obligations under the loan, collateral given for the loan (if any), and earnings attributable to the investment of such contributions or to such collateral (including dividends or other distributions in respect of Common Stock acquired with the proceeds of an Exempt Loan). The payments made with respect to an Exempt Loan by the Plan during a Year shall not exceed the excess of (a) the amount of such contributions and earnings received during or prior to the Year over (b) the amount of such payments in prior Years. Such contributions and earnings shall be accounted for separately in the records of the Plan until the loan is repaid.

15.4 Permitted Collateral . The only assets of the Plan that may be given as collateral on an Exempt Loan are Common Stock acquired with the proceeds of the loan, and

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Common Stock that was collateral on a prior Exempt Loan repaid with the proceeds of the current Exempt Loan.

15.5 Default . In the event of default upon an Exempt Loan, the value of Plan assets transferred in satisfaction of the loan shall not exceed the amount of default. If the “lender” (not including for this purpose a mere guarantor) is a disqualified person with respect to the Plan, the loan must provide for a transfer of Plan assets on default only upon and to the extent of the failure of the Plan to meet the payment schedule of the loan.

15.6 Release from Encumbrance . In the event that an Exempt Loan is secured by collateral in accordance with Section 15.4, such loan must provide for the release of such collateral in accordance with applicable regulations.

15.7 Suspense Account . All Common Stock acquired with the proceeds of an Exempt Loan shall be added to and maintained in a Suspense Account. In the event that all of such Common Stock shall be pledged as collateral for such loan, such Common Stock shall be withdrawn from the Suspense Account at the rate at which it is released from such pledge as provided in Section 15.6. In all other cases, such Common Stock shall be withdrawn from the Suspense Account at the rate that would apply under the foregoing provisions of this Section 15.7 if all such Common Stock had been so pledged. For such purpose, the rate of withdrawal from the Suspense Account shall be determined under applicable regulations based on the proportion of payments of both principal and interest paid for the Year, unless (a) the Committee shall elect to determine the rate of withdrawal solely with reference to principal payments and (b) a withdrawal based solely on principal payments shall be permissible under applicable regulations.

15.8 Put Option . Except as provided in the following provisions of this Section 15.8, Common Stock acquired with the proceeds of an Exempt Loan shall not be subject to a put, call or other option, or buy-sell or similar arrangement while held by and when distributed by the Plan, whether or not the Plan is then an ESOP.

15.8.1 Legal Requirement . Common Stock acquired with the proceeds of an Exempt Loan shall be subject to a put option on the terms and conditions set forth in this Section 15.8, which terms and conditions shall be construed and applied so as at all times to comply with applicable regulations under section 4975 of the Code and section 407(d)(6) of ERISA. Without limiting the generality of Sections 12.1 and 12.3, or any other provision of the Plan, in the event that applicable provisions of law, or regulations, are subsequently modified so as to require or permit a change in any of such terms or conditions, or to require or permit new, different or additional terms or conditions, the Company reserves the right to amend this Section 15.8 in any respect or manner which it may deem necessary or desirable in order to comply with or conform to applicable law or regulations as so modified.

15.8.2 Put Options . If Common Stock acquired with the proceeds of an Exempt Loan, when distributed, is not publicly traded or is subject to a restriction under federal or state securities laws or regulations thereunder, or under an agreement affecting such Common Stock which would make such stock not as freely tradable as stock not subject to such a restriction, a Member shall have the option to put such stock to the Company at a price equal to

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the fair market value thereof, as determined under a fair valuation formula in compliance with any applicable regulations. Solely for the purposes of this Section 15.8, a Member shall mean a Member (or former Member) or his Beneficiary to whom the Plan has distributed shares of Common Stock acquired with the proceeds of an Exempt Loan, or a donee of either thereof or any person (including an estate or its distributee) to whom such Common Stock passes by reason of the death of a Member (or former Member) or a Beneficiary. Under no circumstances may the put option bind the Plan; however, the Trustee in its discretion may elect to assume the rights and obligations of the Company with respect to any put option at the time it is exercised by giving written notice thereof (in such form as the Trustee shall in its discretion determine) to the Member exercising the put option. If it is known at the time an Exempt Loan is made that federal or state law will be violated by the Company’s honoring the put option described in this Section 15.8.2, a Member shall have the option to put the Common Stock subject to this Section 15.8.2 in a manner consistent with such federal or state law, to such affiliate or shareholder (other than this Plan) of the Company as the Company, in its discretion, may designate (and in such case the provisions of this Section 15.8 shall be applied as if such shareholder or affiliate were the Company to the extent necessary or appropriate); provided, however, that any such affiliate or shareholder shall have substantial net worth at the time the Exempt Loan is made and such net worth is reasonably expected to remain substantial.

15.8.3 Period of Exercisability . The put option shall be exercisable for a period of at least 60 days following the date of distribution of Common Stock subject to a put option under this Section 15.8 and, if the option is not exercised within such 60-day period, for an additional period of at least 60 days in the following year. In no event shall any period during which a put option is otherwise exercisable under this subsection 15.8.3 include any time during which a Member is unable to exercise such option because the Company (or other party bound by the put option) is prohibited from honoring it by applicable federal or state law, and the period during which a put option is so exercisable shall be extended by the amount of time during which such prohibition was in effect.

15.8.4 Payment . The Company (or the Plan if it assumes the Company’s obligations pursuant to Section 15.8.2, shall make full payment of the purchase price for Common Stock which is the subject of a put option that is properly exercised by a Member within 30 days after the Member surrenders to the Company (or the Plan) certificates representing such Common Stock, duly endorsed or accompanied by a stock power duly executed, in either case with his signature duly guaranteed, and accompanied by all required stock transfer stamps; provided, that in the event the shares put to the Company pursuant to Section 15.8.2 were distributed to the Member as part of a total distribution, the Company may elect to make such payment in substantially equal annual installments over a period beginning within 30 days after the date the put option is exercised and not exceeding five years if the Company provides adequate security and pays a reasonable interest rate with respect thereto. Payment under a put option may not be restricted by the provisions of an Exempt Loan or any other loan or arrangement entered into on or after November 1, 1977 to which the Company or the Plan is a party or by which either is bound, unless so required by applicable state law.

15.8.5 Nonterminable Rights . The protections and rights provided by this Section 15.8.5 shall be nonterminable. Thus, if the Plan holds or has distributed Common Stock

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acquired with the proceeds of an Exempt Loan, and either such loan is repaid or the Plan ceases to be an ESOP, such protections and rights shall continue.

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15.9 Other Terms of Loan . An Exempt Loan must be for a specific term, and may not be payable on demand except in the case of default. Such loan shall, at the time it is made, be on terms at least as favorable to the Plan as the terms of a comparable loan resulting from arm’s length negotiations between independent parties, and shall not require the payment of interest in excess of a reasonable rate of interest.

ARTICLE XVI

Leased Employees

16.1 Definitions . For purposes of this Article XVI, the term “Leased Employee” means any person (a) who performs or performed services for an Employer or Affiliate (hereinafter referred to as the “Recipient”) pursuant to an agreement between the Recipient and any other person (hereinafter referred to as the “Leasing Organization”), (b) who has performed such services for the Recipient or for the Recipient and related persons (within the meaning of section 144(a)(3) of the Code) on a substantially full-time basis for a period of at least one year, and (c) whose services are performed under primary direction or control by the Recipient.

16.2 Treatment of Leased Employees . For purposes of this Plan, a Leased Employee shall be treated as an ineligible employee of an Affiliate, whose service for the Recipient (including service during the one-year period referred to in Section 16.1) is to be taken into account in determining compliance with the service requirements of the Plan relating to participation and vesting. However, the Leased Employee shall not be entitled to share in contributions or forfeitures under the Plan with respect to any service or compensation attributable to the period during which he is a Leased Employee, and shall not be eligible to become a Member eligible to accrue benefits under the Plan unless and except to the extent that he shall at some time, either before or after his service as a Leased Employee, qualify as an Employee without regard to the provisions of this Article XVI (in which event, status as a Leased Employee shall be determined without regard to clause (b) of Section 16.1, to the extent required by applicable law).

16.3 Exception for Employees Covered by Plans of Leasing Organization . Section 16.2 shall not apply to any Leased Employee if such employee is covered by a money purchase pension plan of the Leasing Organization meeting the requirements of section 414(n)(5)(B) of the Code and Leased Employees do not constitute more than 20% of the aggregate “nonhighly compensated work force” (as defined in section 414(n)(5)(C)(ii) of the Code) of all Employers and Affiliates.

16.4 Construction . The purpose of this Article XVI is to comply with the provisions of section 4l4(n) of the Code. All provisions of this Article shall be construed consistently therewith, and, without limiting the generality of the foregoing, no individual shall be treated as a Leased Employee except as required under such section.

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ARTICLE XVII

“Top-Heavy” Provisions

17.1 Determination of “Top-Heavy” Status .

17.1.1 Applicable Plans . For purposes of this Article XVII, “Applicable Plans” shall include (a) each plan of an Employer or Affiliate in which a Key Employee (as defined in Section 17.1.2 for this Plan, and as defined in section 416(i) of the Code for each other Applicable Plan) participates during the five-year period ending on such plan’s “determination date” (as described in Section 17.1.4) and (b) each other plan of an Employer or Affiliate which, during such period, enables any plan in clause (a) of this sentence to meet the requirements of sections 401(a)(4) and 410 of the Code. Any plan not required to be included under the preceding sentence may also be included, at the option of the Company, provided that the requirements of sections 401(a)(4) and 410 of the Code continue to be satisfied for the group of Applicable Plans after such inclusion. Applicable Plans shall include terminated plans, frozen plans, and to the extent that benefits are provided with respect to service with an Employer or an Affiliate, multiemployer plans (described in section 414(f) of the Code) and multiple employer plans (described in section 413(c) of the Code) to which an Employer or an Affiliate makes contributions.

17.1.2 Key Employee . For purposes of this Article XVII, “Key Employee” for any Year shall mean an employee (including a former employee, whether or not deceased) of an Employer or Affiliate who, at any time during a given Year (or, for Years beginning prior to January 1, 2002, any of the four (4) preceding Years), is one or more of the following:

(a) An officer of an Employer or Affiliate having Earnings greater than:

(i) for Years ending prior to January 1, 2002, fifty percent (50%) of the dollar amount in effect under section 415(b)(1)(A) of the Code for any such Year; and

(ii) for Years beginning on or after January 1, 2002, $130,000 (as adjusted under section 416(i) of the Code);

provided that the number of employees treated as officers shall be no more than fifty (50) or, if fewer, the greater of three (3) employees or ten percent (10%) of the employees including Leased Employees as described in Section 16.1 (exclusive of employees described in section 414(q)(5) of the Code).

(b) For Years ending prior to January 1, 2002, one of the ten (10) employees (i) having Earnings of more than the dollar amount described in Section 3.3.1 and (ii) owning (or considered as owning, within the meaning of section 416(i) of the Code), the largest percentage interests in value of an Employer or Affiliate, provided that such percentage interest exceeds one-half percent (.5%) in value. If two employees have the same interest in the

- 45 -

Employer or Affiliate, the employee having greater Earnings shall be treated as having a larger interest.

(d) A one percent (1%) owner of an Employer or an Affiliate having Earnings of more than one hundred fifty thousand dollars ($150,000). “One percent (1%) owner” means any person who would be described in Section 17.1.2(c) if “one percent (1%)” were substituted for “five percent (5%)” in each place where it appears in Section 17.1.2(c) paragraph (iii).

17.1.3 Top Heavy Condition . In any Year during which the sum, for all Key Employees, of the present value of the cumulative accrued benefits under all Applicable Plans which are defined benefit plans (determined based on the actuarial assumptions set forth in the “top-heavy” provisions of such plans) and the aggregate of the accounts under all Applicable Plans which are defined contribution plans, exceeds 60% of a similar sum determined for all members in such plans (but excluding members who are former Key Employees), the Plan shall be deemed “Top-Heavy.”

17.1.4 Determination Date . The determination as to whether this Plan is “Top-Heavy” for a given Year shall be made on the last day of the preceding Year (the “Determination Date”); and other plans shall be included in determining whether this Plan is “Top-Heavy” based on the determination date as defined in Code section 416(g)(4)(c) for each such plan which occurs in the same calendar year as such Determination Date for this Plan.

17.1.5 Valuation . The value of the account balance of accrued benefits for each Applicable Plan will be determined subject to Code section 416 and the regulations thereunder, as of the most recent Valuation Date occurring within the 12-month period ending on the applicable determination date for such plan.

17.1.6 Distributions within Determination Period . Subject to Section 17.1.7, distributions from the Plan or any other Applicable Plan on account of severance from employment, death or disability, made during the one (1)-year period ending on the applicable Determination Date and other distributions from the Plan during the five (5)-year period ending on the applicable determination date (or, prior to January 1, 2002, all distributions from the Plan (or any other Applicable Plan) during the five (5)-year period ending on the applicable Determination Date) shall be taken into account in determining whether the Plan is “Top-Heavy”, subject to Section 17.1.8 in the case of transferees to or from other plans.

17.1.7 No Services within Determination Period . Benefits and distributions shall not be taken into account with respect to any individual who has not rendered

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any services to any Employer or Affiliate at any time during the one (1)-year period (or prior to January 1, 2002, during the five (5)-year period) ending on the applicable Determination Date.

17.1.8 Compliance with Code Section 416 . The calculation of the “Top-Heavy” ratio, and the extent to which distributions, rollovers and transfers from this Plan or any other Applicable Plan shall be taken into account, will be made in accordance with Code section 416 and applicable regulations thereunder.

17.1.9 Beneficiaries . The terms “Key Employee” and “Member” include their beneficiaries.

17.1.10 Accrued Benefit Under Defined Benefit Plans . Solely for purposes of determining whether this Plan or any other Applicable Plan is “Top-Heavy” for a given Year, the accrued benefit under any defined benefit plan of a Member other than a Key Employee shall be determined under (a) the method, if any, that uniformly applies for accrual purposes under all defined benefit plans maintained by the Employer or an Affiliate, or (b) if there is no such method, as if such benefit accrued not more rapidly than at the slowest accrual rate permitted under the fractional accrual rule of section 411(b)(1)(C) of the Code.

17.2 Provisions Applicable in “Top-Heavy” Years . For any Year in which the Plan is deemed to be “Top-Heavy,” the following provisions shall apply to any Member who has not terminated employment before such Year.

17.2.1 Required Allocation . The amount of Employer contributions and forfeitures which shall be allocated to the account of any active Member who (a) is employed by an Employer or Affiliate on the last day of the Year and (b) is not a Key Employee shall be (i) at least 3% of such Member’s Earnings for such Year up to the amount determined in accordance with section 401(a)(17) of the Code, or, (ii) if less, an amount equal to such Earnings multiplied by the highest allocation rate for any Key Employee. For purposes of the preceding sentence, the allocation rate for each individual Key Employee shall be determined by dividing the Employer contributions and forfeitures allocated to such Key Employee’s account under all Applicable Plans considered together, by his Earnings; provided, however, that clause (ii) does not apply if this Plan enables a defined benefit plan required to be so aggregated under Section 17.1.1 to meet the requirements of section 401(a)(4) or 410 of the Code. The minimum-allocation provisions of this Section 17.2.1 shall, to the extent necessary, be satisfied by special Employer contributions made by the Employer for that purpose. Notwithstanding the foregoing, the minimum allocations otherwise required by this Section 17.2.1 shall not be required to be made for any Member if such Member is covered under a defined benefit plan maintained by an Employer or an Affiliate which provides the minimum benefit required under section 416(c)(1) of the Code, and/or to the extent that the minimum allocation otherwise required by this Section 17.2.1 is made under another defined contribution plan maintained by an Employer or an Affiliate. In addition, any minimum allocation required to be made for a Member who is not a Key Employee shall be deemed satisfied to the extent of the benefits provided by any other qualified plan maintained by an Employer or an Affiliate.

17.2.2 Vesting . Any Member shall be vested in his account on a basis at least as favorable as is provided under the following schedule:

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Years of Employment		Vested Percentage
Less than 2		0%
2 but less than 3		20%
3 but less than 4		40%
4 but less than 5		60%
5 but less than 6		80%
6 or more		100%

In any Year in which the Plan is not deemed to be “Top- Heavy,” the minimum Vested Percentage of any account shall be no less than that which was determined as of the last day of the last Year in which the Plan was deemed to be “Top-Heavy.” The minimum vesting schedule set out above shall apply to all benefits within the meaning of Code section 411(a)(7) except those attributable to employee contributions, including benefits accrued before the effective date of this Article XVII and benefits accrued before the Plan became “Top-Heavy.” Any vesting schedule change caused by alterations in the Plan’s “Top-Heavy” status shall be deemed to result from a Plan amendment giving rise to the right of election required by Code section 411(a)(10)(B).

The provisions of Sections 17.2.1 and 17.2.2 shall not apply to any employee included in a unit of employees covered by a collective bargaining agreement if, within the meaning of section 416(i)(4) of the Code, retirement benefits were the subject of good faith bargaining.

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IN WITNESS WHEREOF, ARROW ELECTRONICS, INC. has caused this instrument to be executed by its duly authorized officer, and its corporate seal to be hereunto affixed, this 9 ^th day of September 2009.


/s/ Peter S. Brown	By:	/s/ Paul J. Reilly
Secretary		Senior Vice President

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SUPPLEMENT NO. 1

In connection with the acquisition by the Company of the electronics distribution businesses of Ducommun Incorporated (the “Ducommun Acquisition”), the Plan is amended in the following respects:

S1.1 In the case of any individual who became an Employee on or about January 11, 1988 in connection with the Ducommun Acquisition, and who remained an Employee continuously from that time through December 31, 1989, the term “Year of Service” shall include, effective on and after January 1, 1990, any Year (i) during which such Employee was employed by Ducommun and (ii) which would have been a Year of Employment had such Employee been employed instead by an Employer.

S1-1

SUPPLEMENT NO. 2

In connection with the acquisition by the Company of all of the issued and outstanding shares of common stock of Lex Electronics Inc. (“Lex”), the Plan is amended as follows, effective September 27, 1991:

S2.1 Solely for purposes of Section 2.1 of the Plan, an individual who became an employee of an Employer or Affiliate on or about September 27, 1991 in connection with the acquisition by the Company of all of the issued and outstanding shares of common stock of Lex shall be credited with Hours of Service for his service with Lex or its subsidiary Almac Electronics Corporation, such service to be converted to Hours of Service on the basis that one month equals 190 Hours of Service, one week equals 45 Hours of Service and one day equals 10 Hours of Service.

S2-1

SUPPLEMENT NO. 3

In connection with the acquisition by the Company of certain assets of Zeus Components, Inc. (the “Zeus Acquisition”), the Plan is amended in the following respects:

S3.1 In the case of an individual who becomes employed by an Employer or Affiliate on or about May 19, 1993 in connection with the Zeus Acquisition (a “Zeus Transferee”), service with Zeus Components, Inc. shall be treated for purposes of Section 2.1 as though it were service with an Employer or Affiliate. For this purpose, any service measured in terms of elapsed time shall be converted to Hours of Service on the basis that one month equals 190 Hours, one week equals 45 Hours and one day equals 10 Hours.

S3.2 In the case of a Zeus Transferee who continues to be employed by an Employer or Affiliate through December 31, 1994, service with Zeus Components, Inc. shall be treated, on and after January 1, 1995, as service with an Employer or Affiliate for purposes of determining such Zeus Transferee’s Years of Service under the Plan. For this purpose, any service measured in terms of elapsed time shall be converted to Hours of Service on the basis that one month equals 190 Hours, one week equals 45 Hours and one day equals 10 Hours.

S3-1

SUPPLEMENT NO. 4

S4.1 In the case of an individual who becomes an employee of an Employer or Affiliate on or about September 23, 1994 in connection with the Gates Acquisition, service with Gates/FA Distributing, Inc. shall be treated, for purposes of Section 2.1 and for purposes of determining such individual’s Years of Service under the Plan, as though it were service with an Employer or Affiliate. For this purpose, any service measured in terms of elapsed time shall be converted to Hours of Service on the basis that one month equals 190 Hours of Service, one week equals 45 Hours of Service and one day equals 10 hours of Service. An individual described in this Section S4.1 shall become a Member on the first Entry Date on or after January 1, 1995 on which he has satisfied the requirements of Section 2.1.

S4-1

SUPPLEMENT NO. 5

S5.1 In the case of an individual who becomes an employee of an Employer or Affiliate on or about November 20, 1994 in connection with the Anthem Acquisition, service with Anthem Electronics, Inc. shall be treated, for purposes of Section 2.1 and for purposes of determining such individual’s Years of Service under the Plan, as though it were service with an Employer or Affiliate. For this purpose, any service measured in terms of elapsed time shall be converted to Hours of Service on the basis that one month equals 190 Hours of Service, one week equals 45 Hours of Service and one day equals 10 hours of Service. An individual described in this Section S5.1 shall become a Member on the first Entry Date on or after January 1, 1995 on which he has satisfied the requirements of Section 2.1.

S5-1

SUPPLEMENT NO. 6

TO THE

ARROW ELECTRONICS STOCK OWNERSHIP PLAN

Special Provisions Applicable
to Employees of Capstone Electronics Corp .

Effective as of January 1, 1997 Capstone Electronics Corp. adopted this Plan with the approval of the Company. This Supplement No. 6 provides for such adoption and sets forth special provisions of the Plan that apply to certain individuals who were employed by Capstone prior to January 1, 1997.

S6.1 Special Definitions . For purposes of this Supplement 6:

S6.1.1 “ Capstone ” means Capstone Electronics Corp., a Delaware corporation.

S6.1.2 “ Capstone Account ” means the account maintained under the Capstone Plan for each Capstone Member immediately prior to December 31, 1996.

S6.1.3 “ Capstone Member ” means a member of the Capstone Plan who had an undistributed Capstone Account immediately prior to December 31, 1996 or who was eligible under section 4.2 of the Capstone Plan to share in the Capstone Plan contribution (if any) made with respect to the 1996 Year.

S6.1.4 “ Capstone Plan ” means the Capstone Electronics Profit- Sharing Plan, as in effect prior to December 31, 1996.

S6.2 Membership in Plan Effective January 1, 1997 . Capstone shall be an Employer under the Plan effective on and after January 1, 1997, which shall be the first Entry Date under the Plan applicable to Employees of Capstone. Employees then employed by Capstone shall become Members on such Entry Date if they were members of the Capstone Plan on December 31, 1996, or if they otherwise satisfy the requirements of Article II to become a Member of the Plan on January 1, 1997.

S6.3 Credit Under the Plan for Years of Service with Capstone . A Capstone Member’s Years of Service under the Plan shall be the service credited to such Member for vesting purposes under the Capstone Plan as of December 31, 1996 plus any additional service credited under the rules of this Plan for periods before or after January 1, 1997 but without duplication.

S6-1

SUPPLEMENT NO. 7

ARROW ELECTRONICS STOCK OWNERSHIP PLAN

Special Provisions Applicable to
Former Employees of Farnell Electronic Services

In connection with the acquisition by the Company, effective January 31, 1997, of all the issued and outstanding shares of common stock of Farnell Holding, Inc., which wholly owns Farnell Electronics, Inc., of which Farnell Electronic Services (“Farnell”) is a division, the Plan is amended in the following respects:

S7.1 Credit Under the Plan for Service with Farnell . In the case of a Farnell employee who transferred to the employ of the Company on or about January 31, 1997 in connection with the above-described acquisition of Farnell, eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account employment his most recent period of employment with Farnell immediately prior to January 31, 1997 as if Farnell had been an Affiliate for such period. The Committee may use and rely upon records maintained by Farnell to compute Hours of Service in order to determine the Years of Service to be credited to such former employee and his eligibility to participate in accordance with Section 2.1 based on his employment with Farnell.

S7-1

SUPPLEMENT NO. 8

ARROW ELECTRONICS STOCK OWNERSHIP PLAN

Special Provisions Applicable
to Employees of Consan, Incorporated

Effective as of February 4, 1997 Consan, Incorporated (“Consan”) adopted this Plan with the approval of the Company. This Supplement No. 8 provides for such adoption and sets forth special provisions of the Plan that apply to certain individuals who were employed by Consan prior to February 4, 1997.

S8.1 Membership in Plan Effective February 4, 1997 . Consan shall be an Employer under the Plan effective on and after February 4, 1997. Employees then employed by Consan (“Consan Employees”) shall become Members of the Plan in accordance with Section 2.1.

S8.2 Credit Under the Plan for Service with Consan . Eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account a Consan Employee’s most recent period of employment with Consan immediately prior to February 4, 1997 as if Consan had been an Affiliate for such period. The Committee may use and rely upon records maintained by Consan to compute Hours of Service in order to determine Years of Service to be credited to such employee and his eligibility to participate in accordance with Section 2.1 based on his employment with Consan.

S8-1

SUPPLEMENT NO. 9

ARROW ELECTRONICS STOCK OWNERSHIP PLAN

Special Provisions Applicable to
Former Employees of Richey Electronics, Inc

In connection with the acquisition by the Company of all the issued and outstanding shares of common stock of Richey Electronics, Inc. (“Richey”), effective January 8, 1999, the Plan is amended in the following respects:

S9.1 Credit Under the Plan for Service with Richey . In the case of a Richey employee who transferred to the employ of the Company on or about January 8, 1999 in connection with the above-described acquisition of Richey, eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account his most recent period of employment with Richey immediately prior to January 8, 1999 as if Richey had been an Affiliate for such period. The Committee may use and rely upon records maintained by Richey to compute Hours of Service in order to determine the Years of Service to be credited to such former employee and his eligibility to participate in accordance with Section 2.1 based on his employment with Richey.

S9-1

SUPPLEMENT NO. 10

ARROW ELECTRONICS STOCK OWNERSHIP PLAN

Special Provisions Applicable
to Employees of Scientific & Business Minicomputers, Inc .

Effective as of May 1, 1998 Scientific & Business Minicomputers, Inc. (“SBM”) adopted this Plan with the approval of the Company. This Supplement No. 10 provides for such adoption and sets forth special provisions of the Plan that apply to certain individuals who were employed by SBM prior to May 1, 1998.

S10.1 Membership in Plan Effective May 1, 1998 . SBM shall be an Employer under the Plan effective on and after May 1, 1998. Employees then employed by SBM (“SBM Employees”) shall become Members of the Plan in accordance with Section 2.1.

S10.2 Credit Under the Plan for Service with SBM . Eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account an SBM Employee’s most recent period of employment with SBM immediately prior to January 1, 1999 as if SBM had been an Affiliate for such period. The Committee may use and rely upon records maintained by SBM to compute Hours of Service in order to determine Years of Service to be credited to such employee and his eligibility to participate in accordance with Section 2.1 based on his employment with SBM.

S10-1

SUPPLEMENT NO. 11

ARROW ELECTRONICS STOCK OWNERSHIP PLAN

Special Provisions Applicable
to Employees of Support Net, Inc .

Effective as of January 1, 1999 Support Net, Inc. (“Support Net”) adopted this Plan with the approval of the Company. This Supplement No. 11 provides for such adoption and sets forth special provisions of the Plan that apply to certain individuals who were employed by Support Net prior to January 1, 1999.

S11.1 Membership in Plan Effective January 1, 1999 . Support Net shall be an Employer under the Plan effective on and after January 1, 1999, which shall be the first Entry Date under the Plan applicable to Employees of Support Net. Employees then employed by Support Net (“Support Net Employees”) shall become Members of the Plan in accordance with Section 2.1.

S11.2 Credit Under the Plan for Service with Support Net . Eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account a Support Net Employee’s most recent period of employment with Support Net immediately prior to January 1, 1999 as if Support Net had been an Affiliate for such period. The Committee may use and rely upon records maintained by Support Net to compute Hours of Service in order to determine Years of Service to be credited to such employee and his eligibility to participate in accordance with Section 2.1 based on his employment with Support Net.

S11-1

SUPPLEMENT NO. 12

ARROW ELECTRONICS STOCK OWNERSHIP PLAN

Special Provisions Applicable to
Former Employees of Wyle Electronics, Inc

In connection with the acquisition by the Company of all the issued and outstanding shares of common stock of Wyle Electronics, Inc. (“Wyle”), effective October 16, 2000, and the subsequent transfer of employees of Wyle to the employ of the Company effective January 1, 2001, the Plan is amended in the following respects:

S12.1 Credit Under the Plan for Service with Wyle . In the case of a Wyle employee who became an employee of the Company in connection with the above-described acquisition of Wyle, eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account his most recent period of employment with Wyle immediately prior to his transfer to employment with the Company as if Wyle had been an Affiliate for such period. The Committee may use and rely upon records maintained by Wyle to compute Hours of Service in order to determine the Years of Service to be credited to such former employee and his eligibility to participate in accordance with Section 2.1 based on his employment with Wyle.

S12-1

SUPPLEMENT NO. 13

ARROW ELECTRONICS STOCK OWNERSHIP PLAN

Special Provisions Applicable to
Former Employees of Pioneer-Standard Electronics, Inc .

S13.1 Date of Membership . In the case of a Pioneer employee who became an Employee on March 1, 2003, in connection with the above-described acquisition (a “Pioneer Employee”):

(a) A Pioneer Employee who was employed by Pioneer on July 2, 2002 will become a Member effective July 1, 2003 if he is then age 21 or older and an Employee, and otherwise on the first Entry Date thereafter on which he is at least 21 (and remains an Employee).

(b) Any other Pioneer Employee who was employed by Pioneer on January 1, 2003 will (i) be credited with his first Hour of Service under the Plan as of January 1, 2003, and (ii) be credited with 190 Hours of Service for January and February, 2003, if he had any paid working hour with Pioneer in such month (and shall be eligible to become a Member on January 1, 2004 if he is thereby credited with at least 1,000 Hours of Service during the calendar year 2003 and is then age 21 or older and an Employee).

(c) A Pioneer Employee who is not described in paragraph (a) or (b) above shall be entitled to become a Member only upon satisfying the requirements of Section 2.1, applied without regard to his prior employment with Pioneer.

S13.2 Vesting . Years of Service for a Pioneer Employee described in paragraph (a) or (b) of Section S13.1 shall take into account his employment with Pioneer prior to March 1, 2003, as follows:

(a) The Pioneer Employee shall be credited with 190 Hours of Service for each of January and February 2003 if he had any paid working hour with Pioneer in such month.

(c) A Pioneer Employee who was employed by the Company within 90 days prior to the commencement of his employment with Pioneer shall be entitled to reinstatement of his Years of Service prior to such employment with Pioneer, whether or

S13 - 1

not such Years of Service would otherwise be disregarded under any break rule of the Plan.

S13.3 Pioneer Records . The Committee may use and rely upon records maintained by Pioneer and apply such conventions it deems necessary or desirable to determine Years of Service to be credited to such Pioneer Employee and his eligibility to participate in accordance with Section 2.1 and this Supplement 13 based on his employment with Pioneer.

S13 - 2

SUPPLEMENT NO. 14

ARROW ELECTRONICS STOCK OWNERSHIP PLAN

On April 1, 2007, Arrow Electronics, Inc., Arrow Electronics Canada Ltd. and Support Net Inc. (“Arrow”) acquired certain assets of Keylink Systems, a business of Agilysys, Inc. and Agilysys Canada Inc. (such acquired business, “Keylink”) (such acquisition, the “Acquisition”). This Supplement No. 14 sets forth special provisions of the Plan that apply to certain individuals who transferred from the employ of Keylink in connection with the Acquisition.

S14.1 In the case of an individual who becomes an employee of an Employer or Affiliate on or about April 1, 2007 in connection with the Acquisition, (i) the applicable waiting period of Section 2.1 shall be waived and (ii) service with Keylink shall be treated for purposes of determining such individual’s Years of Service under the Plan, as though it were service with an Employer or Affiliate. The Committee may use and rely upon records maintained by Agilysys, Inc., and may use such equivalencies as the Committee determines is appropriate, to compute Hours of Service in order to determine Years of Service to be credited to such employee based on his employment with Keylink.

S14 - 1

SUPPLEMENT NO. 15

ARROW ELECTRONICS STOCK OWNERSHIP PLAN

In connection with the acquisition by Arrow Electronics, Inc., of Alternative Data Technology, Inc. (“Alt Tech”), this Supplement No. 15 sets forth special provisions of the Plan that apply to certain individuals who transferred from the employ of Alt Tech on or about November 30, 2006.

S15.1 In the case of an individual who becomes an employee of an Employer or Affiliate on or about November 30, 2006 in connection with the acquisition of Alt Tech, service with Alt Tech shall be treated, for purposes of Section 2.1 and for purposes of determining such individual’s Years of Service under the Plan, as though it were service with an Employer or Affiliate. The Committee may use and rely upon records maintained by Alt Tech, and may use such equivalencies as the Committee determines is appropriate to compute Hours of Service in order to determine Years of Service to be credited to such employee based on his employment with Alt Tech.

S15.2 An individual described in Section S15.1 shall become a Member on the first Entry Date on or after January 1, 2007, on which he has satisfied the requirements of Section 2.1.

S15 - 1

SUPPLEMENT NO. 16

ARROW ELECTRONICS STOCK OWNERSHIP PLAN

Special Provisions Applicable to
Former Employees of ACI Electronics, Inc.

S16.1 “ ACI ” means ACI Electronics, LLC, a Delaware limited liability company.

S16.2 Credit Under the Plan for Service with ACI . Effective on and after March 1, 2008, for purposes of determining eligibility to participate and vesting, an ACI Employee’s Hours of Service and Years of Service under the Plan shall be determined by taking into account employment with ACI prior to March 1, 2008 as if ACI had been an Affiliate prior to such date. The Committee may use and rely upon records maintained by ACI to compute Hours of Service in order to determine Years of Service to be credited to each ACI Employee.

S16 - 1

Exhibit 31(i)

Arrow Electronics, Inc.
Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

I, Michael J. Long, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Arrow Electronics, Inc. (the “registrant”);

2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)		designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

	d)		disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)		all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: October 28, 2009	By:	/s/ Michael J. Long
		Michael J. Long
		Chief Executive Officer

Exhibit 31(ii)

Arrow Electronics, Inc.
Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

I, Paul J. Reilly, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Arrow Electronics, Inc. (the “registrant”);

2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)		designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

	d)		disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)		all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: October 28, 2009	By:	/s/ Paul J. Reilly
		Paul J. Reilly
		Executive Vice President, Finance and Operations, and Chief Financial Officer

Exhibit 32(i)

Arrow Electronics, Inc.
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”)

In connection with the Quarterly Report on Form 10-Q of Arrow Electronics, Inc. (the “company”) for the quarter ended October 3, 2009 (the “Report”), I, Michael J. Long, Chief Executive Officer of the company, certify, pursuant to the requirements of Section 906, that, to the best of my knowledge:

1.		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.



Date: October 28, 2009	By:	/s/ Michael J. Long
		Michael J. Long
		Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the company and will be retained by the company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32(ii)

Arrow Electronics, Inc.
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”)

In connection with the Quarterly Report on Form 10-Q of Arrow Electronics, Inc. (the “company”) for the quarter ended October 3, 2009 (the “Report”), I, Paul J. Reilly, Executive Vice President, Finance and Operations, and Chief Financial Officer of the company, certify, pursuant to the requirements of Section 906, that, to the best of my knowledge:

1.		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.



Date: October 28, 2009	By:	/s/ Paul J. Reilly
		Paul J. Reilly
		Executive Vice President, Finance and Operations, and Chief Financial Officer