exv10wa






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



- 13 -









 





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



- 16 -









 





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:



- 17 -









 





	 	 	 
	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”



- 18 -









 





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




- 19 -












 





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



- 20 -









 





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



- 21 -









 





“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





- 22 -









 








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





- 26 -









 








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)



- 28 -









 





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.





- 31 -









 








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);



- 32 -









 





                    (c) Costs (other than mortgage payments) directly related to the purchase of the principal
residence of a Member; or



                    (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



- 33 -









 





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



- 34 -









 





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



- 43 -









 




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





- 51 -









 







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



- 52 -









 





               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).




          12.3 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, (b) to
continue the Plan as so qualified, or (c) 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, or to comply with any other provision of
applicable law.




          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





- 55 -









 







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.



- 59 -









 





                    (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.



- 60 -









 





               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




- 61 -











 





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.



- 62 -









 





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



- 63 -









 





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.






- 64 -









 








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 30th 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





- 65 -









 








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.






- 66 -









 







          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 9th day of
September 2009.



	 	 	 	 	 	 	 
	ATTEST:	 	 	 	ARROW ELECTRONICS, INC.
	 
	 	 	 	 	 	 
	/s/ Peter S. Brown

	 	 	 	By:
	 	/s/ Paul J. Reilly
	 

	 	 	 	 	 	 
	     Secretary

	 	 	 	 	 	Senior Vice President






- 67 -









 






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.




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., 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.





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 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.



S3-1









 








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.



S4-1









 








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.



S5-1









 








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





S6-1









 








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.




S6-2









 







          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





S6-3









 








SUPPLEMENT NO. 7




TO



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.



S7-1









 





          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;



S7-2









 





               (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;


               (c) a single sum payment.



          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).



S7-3









 





SUPPLEMENT NO. 8




TO



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



S8-2









 





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:



               (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;



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



               (c) a single sum payment.


          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





S8-3









 








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;



               (c) Section 1.27, relating to the definition of highly compensated employee, effective January
1, 1997;



               (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.




S8-4











 





SUPPLEMENT NO. 9




TO



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;



               (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;



               (c) Section 1.27, relating to the definition of highly compensated employee, effective January
1, 1998;



S9-3









 





               (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.



S9-4









 





SUPPLEMENT NO. 10




TO



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






S10-2









 






	 	 	 
	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:



               (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;



               (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



               (c) a single sum payment.


          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;



               (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;



               (c) Section 1.27, relating to the definition of highly compensated employee, effective January
1, 1997;



               (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




TO



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;



               (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;



               (c) Section 1.27, relating to the definition of highly compensated employee, effective January
1, 1997;



               (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;



               (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




TO




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:





S12-2 









 








	 	 	 
	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:




               (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;



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



               (c) a single sum payment.



          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




TO




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




TO




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




TO




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




TO




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




TO




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




TO




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	 






ii









 






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	 






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	 	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	 






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	 	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	 







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