exv10wc






Exhibit 10(c)




ARROW ELECTRONICS STOCK OWNERSHIP PLAN




(Amended and Restated through September 9, 2009)



 









 





Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I
	 	Definitions	 	 	4	 
	 
	 	 	 	 	 	 
	1.1
	 	Account	 	 	4	 
	 
	 	 	 	 	 	 
	1.2
	 	Affiliate	 	 	4	 
	 
	 	 	 	 	 	 
	1.3
	 	Beneficiary	 	 	4	 
	 
	 	 	 	 	 	 
	1.4
	 	Board of Directors	 	 	4	 
	 
	 	 	 	 	 	 
	1.5
	 	Category of Common Stock	 	 	4	 
	 
	 	 	 	 	 	 
	1.6
	 	Committee	 	 	4	 
	 
	 	 	 	 	 	 
	1.7
	 	Common Stock	 	 	4	 
	 
	 	 	 	 	 	 
	1.8
	 	Company	 	 	4	 
	 
	 	 	 	 	 	 
	1.9
	 	Company Representative	 	 	4	 
	 
	 	 	 	 	 	 
	1.10
	 	Compensation	 	 	5	 
	 
	 	 	 	 	 	 
	1.11
	 	Compensation Limit	 	 	5	 
	 
	 	 	 	 	 	 
	1.12
	 	Disability	 	 	5	 
	 
	 	 	 	 	 	 
	1.13
	 	Effective Date	 	 	5	 
	 
	 	 	 	 	 	 
	1.14
	 	Earnings	 	 	5	 
	 
	 	 	 	 	 	 
	1.15
	 	Employee	 	 	6	 
	 
	 	 	 	 	 	 
	1.16
	 	Employer	 	 	7	 
	 
	 	 	 	 	 	 
	1.17
	 	Entry Date	 	 	7	 
	 
	 	 	 	 	 	 
	1.18
	 	Exempt Loan	 	 	7	 
	 
	 	 	 	 	 	 
	1.19
	 	Fund or Trust Fund	 	 	7	 
	 
	 	 	 	 	 	 
	1.20
	 	General Account	 	 	7	 
	 
	 	 	 	 	 	 
	1.21
	 	Highly Compensated Employee	 	 	7	 






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	 	 	 	 	Page	 
	1.22
	 	Hour of Service	 	 	7	 
	 
	 	 	 	 	 	 
	1.23
	 	Member	 	 	10	 
	 
	 	 	 	 	 	 
	1.24
	 	Normal Retirement Date	 	 	10	 
	 
	 	 	 	 	 	 
	1.25
	 	One-Year Break in Service	 	 	10	 
	 
	 	 	 	 	 	 
	1.26
	 	PAYSOP Account	 	 	10	 
	 
	 	 	 	 	 	 
	1.27
	 	Plan	 	 	10	 
	 
	 	 	 	 	 	 
	1.28
	 	Suspense Account	 	 	10	 
	 
	 	 	 	 	 	 
	1.29
	 	Termination of Employment	 	 	10	 
	 
	 	 	 	 	 	 
	1.30
	 	Trust Agreement	 	 	10	 
	 
	 	 	 	 	 	 
	1.31
	 	Trustee	 	 	10	 
	 
	 	 	 	 	 	 
	1.32
	 	Vested Percentage	 	 	10	 
	 
	 	 	 	 	 	 
	1.33
	 	Year	 	 	11	 
	 
	 	 	 	 	 	 
	1.34
	 	Year of Membership	 	 	11	 
	 
	 	 	 	 	 	 
	1.35
	 	Year of Service	 	 	11	 
	 
	 	 	 	 	 	 
	1.36
	 	Same-Sex Marriage	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	Membership	 	 	11	 
	 
	 	 	 	 	 	 
	2.1
	 	In General	 	 	11	 
	 
	 	 	 	 	 	 
	2.2
	 	Service with Affiliates	 	 	11	 
	 
	 	 	 	 	 	 
	2.3
	 	Transfers	 	 	11	 
	 
	 	 	 	 	 	 
	2.4
	 	Reemployment	 	 	12	 
	 
	 	 	 	 	 	 
	2.5
	 	Service with Predecessors or Affiliates, or as an Ineligible Employee	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	Contributions	 	 	13	 
	 
	 	 	 	 	 	 
	3.1
	 	Source of Contributions	 	 	13	 






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	 	 	 	 	Page	 
	3.2
	 	Amount of Contributions	 	 	13	 
	 
	 	 	 	 	 	 
	3.3
	 	Maximum Limitation	 	 	13	 
	 
	 	 	 	 	 	 
	3.4
	 	Contributions Conditional	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	Accounts	 	 	14	 
	 
	 	 	 	 	 	 
	4.1
	 	Accounts	 	 	14	 
	 
	 	 	 	 	 	 
	4.2
	 	Eligibility to Share in Contributions and Forfeitures	 	 	14	 
	 
	 	 	 	 	 	 
	4.3
	 	Allocation of Contributions and Forfeitures	 	 	14	 
	 
	 	 	 	 	 	 
	4.4
	 	Crediting the Earnings and Other Amounts Received in Respect of Common Stock	 	 	15	 
	 
	 	 	 	 	 	 
	4.5
	 	Reallocation of Common Stock	 	 	16	 
	 
	 	 	 	 	 	 
	4.6
	 	Common Stock Withdrawn from the Suspense Account	 	 	16	 
	 
	 	 	 	 	 	 
	4.7
	 	Maximum Limitation	 	 	16	 
	 
	 	 	 	 	 	 
	4.8
	 	Administration of Accounts	 	 	17	 
	 
	 	 	 	 	 	 
	4.9
	 	Voting of Common Stock	 	 	17	 
	 
	 	 	 	 	 	 
	4.10
	 	Vesting	 	 	18	 
	 
	 	 	 	 	 	 
	4.11
	 	Diversification of Investments	 	 	19	 
	 
	 	 	 	 	 	 
	4.12
	 	Military Service	 	 	20	 
	 
	 	 	 	 	 	 
	4.13
	 	Notification of Members	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE V
	 	Retirement Benefits	 	 	20	 
	 
	 	 	 	 	 	 
	5.1
	 	Payment of Retirement Benefits	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 	Termination of Employment	 	 	20	 
	 
	 	 	 	 	 	 
	6.1
	 	Benefits upon Termination of Employment	 	 	20	 
	 
	 	 	 	 	 	 
	6.2
	 	Payment of Benefits upon Termination of Employment	 	 	21	 






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	 	 	 	 	Page	 
	6.3
	 	Forfeitures	 	 	21	 
	 
	 	 	 	 	 	 
	6.4
	 	Source of Restored Amounts	 	 	22	 
	 
	 	 	 	 	 	 
	6.5
	 	Irrevocable Forfeitures	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 	Withdrawal upon Full Vesting	 	 	23	 
	 
	 	 	 	 	 	 
	7.1
	 	Withdrawal Rights	 	 	23	 
	 
	 	 	 	 	 	 
	7.2
	 	Distribution	 	 	23	 
	 
	 	 	 	 	 	 
	7.3
	 	Direct Transfer to Arrow Savings Plan	 	 	23	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
	 	Death Benefits	 	 	23	 
	 
	 	 	 	 	 	 
	8.1
	 	Death Benefits	 	 	23	 
	 
	 	 	 	 	 	 
	8.2
	 	Designation of a Beneficiary 	 	 	24	 
	 
	 	 	 	 	 	 
	8.3
	 	Effect of Marriage, Divorce or Annulment, or Legal Separation	 	 	25	 
	 
	 	 	 	 	 	 
	8.4
	 	Proof of Death	 	 	25	 
	 
	 	 	 	 	 	 
	8.5
	 	Designation of Method of Distribution	 	 	25	 
	 
	 	 	 	 	 	 
	8.6
	 	Direct Transfer to Arrow Savings Plan	 	 	26	 
	 
	 	 	 	 	 	 
	8.7
	 	Undistributed Balance of Terminated Member	 	 	26	 
	 
	 	 	 	 	 	 
	8.8
	 	Discharge of Liability	 	 	26	 
	 
	 	 	 	 	 	 
	ARTICLE IX
	 	Distribution of Benefits	 	 	26	 
	 
	 	 	 	 	 	 
	9.1
	 	Form of Distribution of Benefits	 	 	26	 
	 
	 	 	 	 	 	 
	9.2
	 	Put Options	 	 	26	 
	 
	 	 	 	 	 	 
	9.3
	 	Minimum Required Distributions 	 	 	27	 
	 
	 	 	 	 	 	 
	9.4
	 	Special Rule for Exempt Loan	 	 	27	 
	 
	 	 	 	 	 	 
	9.5
	 	Qualified Domestic Relations Orders	 	 	27	 
	 
	 	 	 	 	 	 
	9.6
	 	Direct Rollover of Eligible Rollover Distributions	 	 	29	 






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	 	 	 	 	Page	 
	ARTICLE X
	 	Administration of the Plan	 	 	31	 
	 
	 	 	 	 	 	 
	10.1
	 	Committee	 	 	31	 
	 
	 	 	 	 	 	 
	10.2
	 	Named Fiduciary	 	 	31	 
	 
	 	 	 	 	 	 
	10.3
	 	Powers and Discretion of the Named Fiduciary	 	 	31	 
	 
	 	 	 	 	 	 
	10.4
	 	Advisers	 	 	33	 
	 
	 	 	 	 	 	 
	10.5
	 	Service in Multiple Capacities	 	 	33	 
	 
	 	 	 	 	 	 
	10.6
	 	Limitation of Liability; Indemnity	 	 	33	 
	 
	 	 	 	 	 	 
	10.7
	 	Reliance on Information	 	 	33	 
	 
	 	 	 	 	 	 
	10.8
	 	Subcommittees, Counsel and Agents	 	 	33	 
	 
	 	 	 	 	 	 
	10.9
	 	Funding Policy	 	 	34	 
	 
	 	 	 	 	 	 
	10.10
	 	Proper Proof	 	 	34	 
	 
	 	 	 	 	 	 
	10.11
	 	Genuineness of Documents	 	 	34	 
	 
	 	 	 	 	 	 
	10.12
	 	Records and Reports	 	 	34	 
	 
	 	 	 	 	 	 
	10.13
	 	Recovery of Overpayments	 	 	34	 
	 
	 	 	 	 	 	 
	ARTICLE XI
	 	The Trust Agreement	 	 	34	 
	 
	 	 	 	 	 	 
	11.1
	 	The Trust Agreement	 	 	34	 
	 
	 	 	 	 	 	 
	11.2
	 	Rights of the Company	 	 	35	 
	 
	 	 	 	 	 	 
	11.3
	 	Duties and Responsibilities of the Trustee	 	 	35	 
	 
	 	 	 	 	 	 
	11.4
	 	Leveraged Purchases	 	 	35	 
	 
	 	 	 	 	 	 
	ARTICLE XII
	 	Amendment	 	 	35	 
	 
	 	 	 	 	 	 
	12.1
	 	Right of the Company to Amend the Plan	 	 	35	 
	 
	 	 	 	 	 	 
	12.2
	 	Plan Merger	 	 	36	 
	 
	 	 	 	 	 	 
	12.3
	 	Amendments Required by Law	 	 	36	 






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	 	 	 	 	Page	 
	ARTICLE XIII
	 	Discontinuance of Contributions and Termination of the Plan	 	 	36	 
	 
	 	 	 	 	 	 
	13.1
	 	Right to Terminate the Plan or Discontinue Contributions	 	 	36	 
	 
	 	 	 	 	 	 
	13.2
	 	Manner of Termination	 	 	37	 
	 
	 	 	 	 	 	 
	13.3
	 	Effect of Termination	 	 	37	 
	 
	 	 	 	 	 	 
	13.4
	 	Distribution of the Fund	 	 	37	 
	 
	 	 	 	 	 	 
	13.5
	 	Expenses of Termination	 	 	37	 
	 
	 	 	 	 	 	 
	ARTICLE XIV
	 	Miscellaneous Provisions	 	 	37	 
	 
	 	 	 	 	 	 
	14.1
	 	Plan Not a Contract of Employment	 	 	37	 
	 
	 	 	 	 	 	 
	14.2
	 	Source of Benefits	 	 	37	 
	 
	 	 	 	 	 	 
	14.3
	 	Spendthrift Clause	 	 	38	 
	 
	 	 	 	 	 	 
	14.4
	 	Merger	 	 	38	 
	 
	 	 	 	 	 	 
	14.5
	 	Valuation of Common Stock	 	 	38	 
	 
	 	 	 	 	 	 
	14.6
	 	Inability to Locate Distributee	 	 	38	 
	 
	 	 	 	 	 	 
	14.7
	 	Payment to a Minor or Incompetent	 	 	38	 
	 
	 	 	 	 	 	 
	14.8
	 	Doubt as to Right to Payment	 	 	39	 
	 
	 	 	 	 	 	 
	14.9
	 	Estoppel of Members and Beneficiaries	 	 	39	 
	 
	 	 	 	 	 	 
	14.10
	 	Claims Procedure	 	 	39	 
	 
	 	 	 	 	 	 
	14.11
	 	Controlling Law	 	 	39	 
	 
	 	 	 	 	 	 
	14.12
	 	Separability	 	 	40	 
	 
	 	 	 	 	 	 
	14.13
	 	Captions	 	 	40	 
	 
	 	 	 	 	 	 
	14.14
	 	Usage	 	 	40	 
	 
	 	 	 	 	 	 
	ARTICLE XV
	 	Exempt Loans	 	 	40	 
	 
	 	 	 	 	 	 
	15.1
	 	Application of Article	 	 	40	 






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	 	 	 	 	Page	 
	15.2
	 	Use of Proceeds	 	 	40	 
	 
	 	 	 	 	 	 
	15.3
	 	Non-Recourse Requirement	 	 	40	 
	 
	 	 	 	 	 	 
	15.4
	 	Permitted Collateral	 	 	40	 
	 
	 	 	 	 	 	 
	15.5
	 	Default	 	 	41	 
	 
	 	 	 	 	 	 
	15.6
	 	Release from Encumbrance	 	 	41	 
	 
	 	 	 	 	 	 
	15.7
	 	Suspense Account	 	 	41	 
	 
	 	 	 	 	 	 
	15.8
	 	Put Option	 	 	41	 
	 
	 	 	 	 	 	 
	15.9
	 	Other Terms of Loan	 	 	44	 
	 
	 	 	 	 	 	 
	ARTICLE XVI
	 	Leased Employees	 	 	44	 
	 
	 	 	 	 	 	 
	16.1
	 	Definitions	 	 	44	 
	 
	 	 	 	 	 	 
	16.2
	 	Treatment of Leased Employees	 	 	44	 
	 
	 	 	 	 	 	 
	16.3
	 	Exception for Employees Covered by Plans of Leasing Organization	 	 	44	 
	 
	 	 	 	 	 	 
	16.4
	 	Construction	 	 	44	 
	 
	 	 	 	 	 	 
	ARTICLE XVII
	 	“Top-Heavy” Provisions	 	 	45	 
	 
	 	 	 	 	 	 
	17.1
	 	Determination of
“Top-Heavy” Status	 	 	45	 
	 
	 	 	 	 	 	 
	17.2
	 	Provisions Applicable in
“Top-Heavy” Years	 	 	47	 






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	 	 	Page
	SUPPLEMENT NO. 1

	 	S1-1
	SUPPLEMENT NO. 2

	 	S2-1
	SUPPLEMENT NO. 3

	 	S3-1
	SUPPLEMENT NO. 4

	 	S4-1
	SUPPLEMENT NO. 5

	 	S5-1
	SUPPLEMENT NO. 6

	 	S6-1
	SUPPLEMENT NO. 7

	 	S7-1
	SUPPLEMENT NO. 8

	 	S8-1
	SUPPLEMENT NO. 9

	 	S9-1
	SUPPLEMENT NO. 10

	 	S10-1
	SUPPLEMENT NO. 11

	 	S11-1
	SUPPLEMENT NO. 12

	 	S12-1
	SUPPLEMENT NO. 13

	 	S13-1
	SUPPLEMENT NO. 14

	 	S14-1
	SUPPLEMENT NO. 15

	 	S15-1
	SUPPLEMENT NO. 16

	 	S16-1







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ARROW ELECTRONICS STOCK OWNERSHIP PLAN




INTRODUCTION




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




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




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




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




 









 








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




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




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




          On March 17, 2003, the Plan was further amended and restated to effect certain plan
design changes, eliminate additional “deadwood” provisions, and to reflect the provisions of
the Economic Growth and Tax Relief Reconciliation Act of 2001, effective as of January 1, 2002
or as otherwise expressly set forth or required by law, provided that clarifications of
existing provisions are effective as of the same dates as the provisions which they clarify.
Additional changes were adopted by amendments dated March 7, 2005, October 24, 2005 (in order
to reflect the change in the automatic cashout provisions), and September 5, 2005 (directing
changes in the definition of “Spouse” and the effect of divorce or other events on beneficiary
designations). The Plan was thereafter further amended and restated on April 17, 2007 to incorporate prior free-standing amendments, to revise the
definition of “Compensation” as approved by the Management Pension Investment and Oversight
Committee on September 17, 2006, and to make changes required or deemed advisable under the
Pension Protection Act of 2006 (the “PPA”).




 - 2 -









 








          The Plan is now hereby amended and restated to further reflect the changes required by
PPA, to reflect the final regulations under Section 415 of the Code, to permit taxable
rollovers from the Plan to a “Roth IRA,” to incorporate changes required by the Heroes
Earnings Assistance and Relief Tax Act of 2008, and to make such other clarifying and
simplifying changes as are deemed necessary or advisable.




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





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ARTICLE I




Definitions




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




          1.2 Affiliate. Any of the following:




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



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



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




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




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




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




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




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




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



 - 4 -









 






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




          1.10 Compensation. Gross cash compensation paid by an Employer in any Year to an
Employee while he is a Member of the Plan not in excess of the Compensation Limit for such Year;
provided, however, that if an Employee becomes a Member on July 1 of any Year (or any other date
other than January 1 of such year), his Compensation for such Year shall be one-half of his actual
gross cash compensation from the Employer for such Year (or otherwise prorated in such manner as
the Committee shall deem appropriate in order to reflect the portion of such Year during which he
was a Member). Compensation shall be determined before giving effect to any salary reduction
agreement under the Arrow Electronics Savings Plan (or any other cash or deferred arrangement
described in section 401(k) of the Code) or to any similar reduction agreement pursuant to any
cafeteria plan (within the meaning of section 125 of the Code) or for purposes of receiving
qualified transportation fringe benefits (as described in section 132(f)(4) of the Code).
Compensation shall not include any payments made pursuant to stock appreciation rights or otherwise
pursuant to any plan for the grant of stock options, stock, or other stock rights, expense
reimbursements (such as but not limited to relocation and tuition expense reimbursements and
nontaxable car allowances), or salary continuation or other amounts paid under arrangements entered
into on or after December 1, 2006 or under prior arrangements if paid after March 31, 2007 that are
effectively in the nature of severance pay however designated, but shall include taxable car
allowances. Effective January 1, 2008, Compensation shall not include parachute payments within
the meaning of section 280G of the Code made after termination of employment and other amounts paid
after termination of employment, unless paid for services rendered prior to termination and paid
either within the calendar year of termination or no later than 2-1/2 months after the date of
termination (but excluding post-severance payments in the nature of unused accrued sick, vacation
or other bona fide leave payments).




          1.11 Compensation Limit. The limit on the amount of compensation taken into account
for any Member for any Year which, effective beginning on or after January 1, 2002, is two hundred
thousand dollars ($200,000), as adjusted from time to time for increases in the cost of living in
accordance with section 401(a)(17) of the Code.




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




          1.13 Effective Date. January 1, 1974.




          1.14 Earnings. Total compensation reportable on Form W-2 actually paid by all
Employers and Affiliates. Earnings shall be determined before giving effect to any salary
reduction agreement under the Arrow Electronics Savings Plan (or similar contributions under any
other cash or deferred arrangement within the meaning of section 401(k) of the Code) or to any
similar reduction agreement pursuant to any cafeteria plan (within the meaning of section 125 of
the Code) or for purposes of receiving transportation fringe benefits (as described in section
132(f)(4) of the Code), and shall not exceed the Compensation Limit. Notwithstanding the
foregoing, effective for amounts paid on or after January 1, 2008, Earnings shall not include



 - 5 -









 






severance pay or parachute payments excludable from Compensation under Section 1.10 above, and
other amounts paid after termination of employment, unless paid for services rendered prior to
termination and paid either within the calendar year of termination or no later than 2-1/2 months
after the date of termination (but excluding post-severance payments in the nature of unused
accrued sick, vacation or other bona fide leave payments).




          1.15 Employee. Any person employed by the Company or any other Employer, subject to
such terms and conditions as may apply to such Employer pursuant to Section 1.16 and subject also
to the following:




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



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



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



 - 6 -









 





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




          1.17 Entry Date. Each January 1 and July 1.




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




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




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




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




          1.22 Hour of Service. For all purposes of this Plan, “Hour of Service” shall mean
each hour includible under any of Sections 1.22.1 through 1.22.4, applied without duplication, but
subject to the provisions of Sections 1.22.5 through 1.22.8.




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



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



               1.22.3 Military Service. Each regularly scheduled working hour which would constitute
an Hour of Service under Section 1.22.1 or 1.22.2 but for the employee’s absence for “qualified
military service” (as defined in section 414(u) of the Code) (“Military Service”) by the employee,
provided that such employee is entitled to reemployment under such chapter with respect to such
service, and that such employee re-enters the employ of an Employer within the period during which
his reemployment rights are protected by law; and



 - 7 -









 





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



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



                    (a) Paid Working Time. Hours of Service described in Section 1.22.1 shall be credited
to the Year in which the duties were performed;



                    (b) Paid Absence and Military Service. Hours of Service described in Sections 1.22.2
and 1.22.3 shall be credited to the Year in which occur the regularly scheduled working hours with
respect to which such Hours of Service are determined, beginning with the first such hours;



                    (c) Back Pay Awards. Hours of Service described in Section 1.22.4 shall be credited
to the Year or Years to which the back pay award or agreement pertains (rather than to the Year in
which the award, agreement or payment is made).



               1.22.6 Limitations on Hours of Service for Paid Absences. Notwithstanding any other
provision of this Plan, Hours of Service otherwise required to be credited pursuant to Section
1.22.2 (relating to paid absences), or Section 1.22.4 (relating to an award or agreement for back
pay) to the extent the award or agreement described therein is made with respect to a period
described in such subsection, shall be subject to the following limitations and rules:



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



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



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



                    (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.



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



 - 8 -









 





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



                    (b) Without limiting the generality of the foregoing, to provide that the regularly scheduled
working hours to be credited under Sections 1.22.2, 1.22.3 and 1.22.4 to an Employee without a
regular work schedule shall be determined on the basis of a 40-hour work week, or an 8-hour work
day, or on any other reasonable basis which reflects the average hours worked by the Employee or by
other Employees in the same job classification over a representative period of time, provided that
the basis so used is consistently applied with respect to all Employees within the same job
classifications, reasonably defined.



               1.22.8 Monthly Equivalency. An Employee who customarily works for an Employer for 20
or more hours per week throughout each Year (except for holidays and vacations) shall be credited
with exactly 190 Hours of Service for each month with respect to which he completes at least one
Hour of Service in accordance with the foregoing provisions of this Section 1.22 (regardless of
whether the number of Hours of Service actually completed in such month exceeds 190), subject to
Section 1.22.6.



 - 9 -









 





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




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




          1.25 One-Year Break in Service. A Year in which the individual has no more than 500
Hours of Service. For purposes of determining whether a One-Year Break in Service has occurred, an
individual who is absent from work by reason of a “maternity or paternity absence” shall receive
credit for the Hours of Service which would have been credited to such individual but for such
absence, or, in any case in which such Hours cannot be determined, eight Hours of Service per day
of such absence, but in no event more than 501 Hours of Service. Such Hours of Service shall be
credited (a) only in the Year in which the absence begins if necessary to prevent a One-Year Break
in Service in that Year, or (b) in all other cases, in the following Year. For purposes of this
Section 1.25, “maternity or paternity absence” means an absence from active employment beginning on
or after January 1, 1985 by reason of (a) the individual’s pregnancy, (b) the birth of a child of
the individual, (c) the placement of a child with the individual in connection with the adoption of
such child by such individual, or (d) for purposes of caring for any such child for a period
beginning immediately following such birth or placement. Nothing in this Plan shall be construed
to give an employee a right to a leave of absence for any reason.




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




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




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




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




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




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




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




 -10 -









 








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




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




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




          1.36 Same-Sex Marriage. In order to ensure compliance with those provisions of the
Code that limit the term “spouse” to parties to a marriage of individuals of opposite sex, as
required by the Federal Defense of Marriage Act, 1 U.S.C.§ 7, the term “spouse” as used in this
Plan shall be limited to an individual of opposite sex from the Member, effective September 1,
2006. However, nothing in this Section 1.36 shall limit the ability of any Member to designate a
spouse of the same sex as a Beneficiary in accordance with the same rules that permit designation
of a non-spouse Beneficiary.




ARTICLE II




Membership




          2.1 In General. An Employee who has not previously become a Member shall become a
Member on the first Entry Date coincident with or next following the later of his reaching age 21
or his completing a consecutive 12-month period in which he is credited with 1,000 Hours of
Service, provided he is then an Employee. The first consecutive 12-month period taken into account
for this purpose shall start on the date on which he first performs an Hour of Service described in
Section 1.22.1. If an Employee does not complete 1,000 Hours of Service within that first
consecutive 12-month period, the subsequent 12-month periods shall be Years, beginning with the
first Year after such date. An Employee who starts work on the first business day of a January or
July shall become a Member no later than if he started work on the first day of January or July.




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




          2.3 Transfers.




               2.3.1 Transfer to Eligible Employment. If an individual is transferred to employment
eligible for membership in this Plan from employment with an Affiliate or with an



 - 11 -









 




Employer in a position not so eligible, he shall become a Member on the later of (a) the date
of such transfer, or (b) the Entry Date on which he would have become a Member if his prior
employment by the Employer or Affiliate had been in a position eligible for membership in the Plan.




               2.3.2 Transfer to Affiliate or Ineligible Employment. If a Member is transferred to
employment with (a) an Affiliate or (b) an Employer in a position ineligible for membership in the
Plan, he shall not be deemed to have retired or terminated his employment for the purposes of the
Plan until such time as he is employed neither by an Employer nor by any Affiliate. Such a Member
shall be eligible to share in contributions and forfeitures under the Plan for the Year of such
transfer, provided that he remains an employee of an Employer or any Controlled Group Affiliate as
of the last day of that Year, or he ceased to be such an employee during the Year by reason of
death or Disability, or on or after attainment of his Normal Retirement Date, but he shall not be
eligible to share in contributions or forfeitures for subsequent Years unless and until he returns
to employment as an Employee in a position not excluded from active membership pursuant to Section
1.15. For purposes of this Section 2.3.2, for any period after a Member’s Vested Percentage in his
Account is 100%, “Affiliate” shall not include an organization described only in Section 1.2.2.



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



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




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



               2.5.2 In determining when an Employee shall become a Member and such Employee’s Hours of
Service and Years of Service, employment with or severance from (i) one or more predecessors of an
Employer or Affiliate or (ii) a corporation or other entity which was not an Employer or Affiliate
at the time of reference but which later became such, shall be treated as employment with or
severance from an Employer or Affiliate to the extent required by



 - 12 -









 




law or to the extent determined by the Company Representative in its discretion exercised in a
manner that does not discriminate in favor of Highly Compensated Employees.




ARTICLE III




Contributions




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




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




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




               3.3.1 Maximum Limitation. Subject to the provisions of Section 3.3.2, the
contributions and forfeitures allocated to a Member’s Account under this Plan for any Year, when
added to (a) the contributions and forfeitures allocable to his account under the Arrow Electronics
Savings Plan or under any other plan (or portion thereof) of any Employer or any of its Affiliates
subject to section 415(c) of the Code, (b) employee contributions under all such plans (or portions
thereof) but not including rollover contributions, loan repayments or repayments of prior
distributions upon exercise of buy-back rights, and (c) amounts described in section 419A(d)(2) of
the Code (relating to post-retirement medical benefits of key employees) or allocated to a pension
plan individual medical account described in section 415(l) of the Code, to the extent includible
for purposes of section 415(c)(2) of the Code, shall not exceed the lesser of (a) $40,000 (as
adjusted pursuant to section 415(d) of the Code) or (b) 100% of the Member’s Earnings for such
Year. Employer and employee contributions taken into account as Annual Additions shall include
“excess contributions” as defined in section 401(k)(8)(B) of the Code, “excess aggregate
contributions” as defined in section 401(m)(6)(B) of the Code, and “excess deferrals” as described
in section 402(g) of the Code (to the extent such excess deferrals are not distributed to the
employee before the April 15 following the taxable year of the employee in which such deferrals
were made), regardless of whether such amounts are distributed or



 - 13 -









 




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




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



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



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




ARTICLE IV




Accounts




          4.1 Accounts. The Committee shall maintain an account or accounts for each Member, in
which the number of shares or fractions of a share (to the nearest one-hundredth) allocated to each
Member shall be recorded. Such Accounts shall be credited with contributions and forfeitures
allocated pursuant to Section 4.3, and with future earnings in respect of Common Stock credited to
such Account. Effective as of January 1, 2001 all separate Accounts for a Member were consolidated
into a single Account for each Member, including the Member’s General Account and PAYSOP Account as
previously constituted.




          4.2 Eligibility to Share in Contributions and Forfeitures. Notwithstanding any other
provision of this Plan, a Member shall be eligible to share in contributions or forfeitures for a
Year (a “Participating Member”) only if he has not less than 1,000 Hours of Service during such
Year; provided, however, that if such Member retires at or after Normal Retirement Date or,
effective January 1, 2002, his “Early Retirement Date” as defined in Section 4.3, suffers
Disability or dies during such Year, the 1,000 Hours of Service requirement shall be pro-rated.




          4.3 Allocation of Contributions and Forfeitures. As of the last day of each Year, the
Common Stock contributed for that Year, or purchased with cash contributions for that Year, or
attributable to forfeitures for that Year, shall be allocated to the Accounts of all Members who
are Employees as of the last day of that Year or whose employment terminated during that Year (a)
at or after attaining either their Normal Retirement Date or effective for



 - 14 -









 






Members retiring on or after January 1, 2002, their “Early Retirement Date” (which shall be
the first date on which they are at least age 60 and have completed at least 10 Years of Service),
or (b) on account of death or Disability, and are Participating Members. Such Common Stock shall
be allocated in the ratio which the Compensation of each Participating Member bears to the total
Compensation of all Participating Members for such Year. In allocating forfeitures of Common
Stock, the Committee shall allocate each Category of Common Stock proportionately to the Accounts
of each Member to whom forfeited Common Stock is allocated.




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




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




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




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




          Distributions described in this Section 4.4 may not be used to pay an Exempt Loan except
to the extent permitted under Section 15.3. To the extent so used, the foregoing




 - 15 -









 




provisions of this Section 4.4 shall not apply, and such distributions shall be treated
as applied to purchase the Common Stock withdrawn from the Suspense Account by reason of such
payment, and such Common Stock shall be allocated as provided in Section 4.6.




          4.5 Reallocation of Common Stock. Common Stock once allocated to the Account of a
Member shall not be reallocated to the Account of any other Member except as follows:




               4.5.1 Forfeited Common Stock. Common Stock forfeited by Members shall be reallocated
as provided in Section 4.3.



               4.5.2 Cash Distributed In Lieu of Common Stock. In the event that the Trustee
distributes cash in lieu of a fractional share of Common Stock in a Member’s Account, this Common
Stock shall, for purposes of allocation to the Accounts of other Members, be treated as having been
purchased by the Trustee during the Year in which such distribution is made for the amount so
distributed in cash. However, the Common Stock so allocated by the Trustee shall remain in the
same Category of Common Stock in the Accounts of the Members to whom reallocated as it was in the
Account of the Member to whom previously allocated.



          4.6 Common Stock Withdrawn from the Suspense Account. Common Stock withdrawn from the
Suspense Account for any Year pursuant to Section 15.7 shall be allocated as of the last day of
such Year among Members in the following manner:



               4.6.1 Employer Contributions. To the extent that such Common Stock was withdrawn from
the Suspense Account by reason of Employer contributions for such Year, or by reason of earnings on
Plan assets held in the Suspense Account and not allocated to Members’ Accounts on or before the
end of such Year, such Common Stock shall be allocated among Participating Members for such Year in
the proportion in which they are eligible to share in Employer contributions for such Year as
provided in Section 4.3.



               4.6.2 Income on Common Stock. To the extent that such Common Stock was withdrawn from
the Suspense Account by reason of dividends or other distributions on Common Stock allocated to
Members’ Accounts on or before the last day of such Year, such Common Stock shall be allocated
among Members in proportion to their respective interests in the Common Stock in respect of which
such dividends or other distributions were made, in the manner provided in Section 4.4.



          4.7 Maximum Limitation. If the total allocation to a Member’s Account in any one Year
under Section 4.3 and (with respect to allocations of earnings and other amounts received in
respect of Common Stock not previously allocated to Members’ Accounts) Section 4.4 and Section
4.6.1 would exceed the limitations set forth in Section 3.3, such excess shall be used to reduce
contributions (including allocation of any forfeitures) for such Member in the next Year and each
succeeding Year if necessary; provided, if the Member is not covered by this Plan at the end of the
Year, the portion exceeding the limitations set forth in Section 3.3 shall be held by the Trustee
in escrow (with the Plan as beneficiary) to be allocated to the Members’ Accounts in the next
succeeding Year or Years in the manner set forth in Section 4.3, and in proportion to the
Compensation for such later Year or Years, as soon as permitted after giving effect to Section




 - 16 -









 







3.3. Any distributions or other earnings received for any Year on assets remaining in such
escrow as of the close of such Year shall also be held in such escrow. In the event of a
termination of the Plan, unallocated amounts held in such escrow shall be allocated to the extent
possible under this Article IV for the Year of termination. Any amount remaining in such escrow
upon termination of the Plan shall then be returned to the Company or other Employer,
notwithstanding any other provision of the Plan or Trust Agreement. Notwithstanding the foregoing,
the correction methods under the 1981 regulations shall not as such apply for limitation years
beginning on or after July 1, 2007 (i.e., for Plan Years beginning on or after January 1, 2008),
and in lieu thereof, corrections shall if applicable be made under the correction programs of Rev.
Proc. 2008-50 or corresponding successor guidance (EPCRS).




          4.8 Administration of Accounts. Contributions, forfeitures and Common Stock withdrawn
from the Suspense Account shall be allocated annually as of the close of each Year. All other
allocations provided for in this Article IV shall be made quarterly, semi-annually or annually, as
directed by the Committee.




          4.9 Voting of Common Stock.




               4.9.1 Members’ Rights. Each Member shall have the right to direct the Trustee as to
the manner in which shares of Common Stock allocated to his Account are to be voted. The Company
shall furnish the Trustee and the Members with notices and information statements when voting
rights are to be exercised, in such time and manner as may be required by applicable law and the
Company’s Certificate of Incorporation and By-Laws. Such statements shall be substantially the
same for Members as for holders of Common Stock in general. The Member may, in his discretion,
grant proxies for the exercise of his voting rights under this Section 4.9 in accordance with proxy
provisions of general application. The Trustee shall vote such Common Stock in accordance with the
direction of the Member or, if permitted by the Member, in its sole discretion. Fractional shares
of Common Stock allocated to Members’ Accounts shall be combined to the largest number of whole
shares and voted by the Trustee to reflect to the extent possible the voting direction of the
Members holding fractional shares.



               4.9.2 Vote by Trustee. Any Common Stock held in escrow under Section 4.7 or in the
Suspense Account under Section 15.7, or otherwise not allocated to a Member’s Account at the time
of reference, and any Common Stock with respect to which a Member (or his Beneficiary) has voting
rights under this Section 4.9 that are not timely and properly exercised, may be voted by the
Trustee in its sole discretion. Whenever the Trustee may vote any Common Stock in its sole
discretion under this Section 4.9, the Trustee shall do so in a manner that the Trustee judges to
be in the best interest of the Members and their Beneficiaries. This may include, if the Trustee
judges it appropriate, the voting of such Common Stock so as to reflect the voting directions given
by the Members with respect to Common Stock with respect to which they have voting rights under
this Section 4.9.



               4.9.3 Rights of Beneficiaries. All rights of Members under this Section 4.9 shall,
upon the death of a Member, be exercisable by such Member’s Beneficiary until such time as the
Member’s Account shall have been fully distributed to such Beneficiary.



 - 17 -









 





               4.9.4 Tender Offers, etc. In the event of a tender offer for Common Stock, the rules
set forth above (with such modifications as may be appropriate to reflect the difference between a
vote and a response to an offer) shall govern the response by the Trustee. Accordingly, the
Trustee shall make appropriate arrangements for the Members (or their Beneficiaries) to be
furnished with information provided by the offeror or others to holders of Common Stock in
connection with the offer and advise the Members (or their Beneficiaries) that the Trustee will
respond to the offer with respect to Common Stock allocated to each Member’s Account in accordance
with timely instructions provided by the Member (or Beneficiary) to an agent appointed by the
Trustee for the purpose in accordance with the procedures prescribed by the Trustee. For any Common
Stock with respect to which a Member (or Beneficiary) fails to provide such instructions, and any
Common Stock not allocated to a Member’s Account, the Trustee shall either respond to the offer in
such manner as it deems prudent and in the best interests of the Members and their Beneficiaries or
appoint an independent fiduciary (who may serve as a named fiduciary, an investment manager within
the meaning of section 3(38) of ERISA, or co-trustee for such purpose). The Trustee shall also be
entitled in its discretion to appoint an independent fiduciary to vote shares of Common Stock with
respect to which no voting instructions are timely received by the agent appointed by the Trustee
in accordance with applicable procedures, or which are not allocated to Members’ Accounts, in the
event of a proxy contest or similar major matter requiring a vote by Members.



          4.10 Vesting.




               4.10.1 Normal Retirement, Disability or Death. Upon a Member’s Termination of
Employment on account of death or Disability, or upon his attainment of his Normal Retirement Date
(or any higher age) while employed by an Employer or an Affiliate, his Account shall have a Vested
Percentage of 100%.



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


The portion of a Member’s Account attributable to contributions for Plan Years beginning on or
after January 1, 2007 (“post-2006 Account”) shall vest as follows:




	 	 	 	 	 
	Years of Service	 	Vested Percentage	 
	Less than 2 years
	 	 	0	%
	2 years but less than 3
	 	 	20	%
	3 years but less than 4
	 	 	40	%
	4 years but less than 5
	 	 	60	%
	5 or more years
	 	 	100	%






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The portion of a Member’s Account attributable to contributions for Plan Years ending prior to
January 1, 2007 shall vest as follows:



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





Notwithstanding the foregoing, a Member who had a vested or partially vested account under Part I
of the Plan on January 1, 1984, or who had a PAYSOP Account transferred to his Account as of
January 1, 2001, shall have a Vested Percentage of 100%, without regard of his actual Years of
Service.




          4.11 Diversification of Investments.




               4.11.1 Definitions. For purposes of this Section 4.11, “Qualified Member” means a
Member who has attained age 55 and who has completed 10 Years of Membership in the Plan, and
“Qualified Election Period” means the six-Year period beginning the Year in which the Member first
becomes a Qualified Member.



               4.11.2 Election by Qualified Member. Effective January 1, 2002, if the fair market
value of the Common Stock ever allocated to the Accounts of a Qualified Member exceeds $500 at the
end of a Year in such Member’s Qualified Election Period, then all shares of Common Stock acquired
by the Plan and ever allocated to the Accounts of the Qualified Member shall be subject to a
diversification election within 90 days of such Year-end and within 90 days of the end of each
remaining Year in the Qualified Member’s Qualified Election Period. Within each such 90-day period
except the last one, the Qualified Member shall be permitted to direct the Plan to transfer to the
Arrow Electronics Savings Plan a number of shares up to (a) 25% of the total number of shares of
Common Stock acquired by the Plan and ever allocated to the Accounts of the Qualified Member on or
before the last day of the Year just ended, less (b) the number of such shares previously
distributed, transferred, or diversified pursuant to an election made under this Section 4.11.2.
In the last election permitted to a Qualified Member, “50%” shall be substituted for “25%” in
clause (a) of the preceding sentence. The Qualified Member’s direction to the Plan shall be given
in such manner and at such time as the Committee shall prescribe.



               4.11.3 Additional Diversification. The Committee may in its discretion permit
Qualified Members to direct the Plan to diversify, in the manner set out in Section 4.11.2, a
number of shares greater than the number specified in such Section; provided, that any such
additional diversification shall be made available to Qualified Members in a manner that does not
discriminate in favor of Highly Compensated Employees.



               4.11.4 Transfer of Account. Whenever a Qualified Member makes an election pursuant to
Section 4.11.2, the Committee shall within 90 days of the end of the Qualified Member’s 90-day
election period sell the number of shares for which diversification has been elected and transfer
the proceeds, net of brokerage fees, to the Qualified Member’s rollover contributions account in
the Arrow Electronics Savings Plan. In lieu of such a sale, the



 - 19 -









 




Committee may credit the Qualified Member with cash derived from contributions or dividends in
an amount equal to the value of such shares, and apply the cash to the Arrow Electronics Savings
Plan as though it were sale proceeds. If the Qualified Member has no account under the Arrow
Electronics Savings Plan, he shall be required to open one prior to the transfer from this Plan.
The Member shall direct in accordance with procedures established by the Committee the transfer of
the proceeds of diversification to his rollover contributions account in the Arrow Electronics
Savings Plan, where it shall initially be invested according to the instructions that he shall give
with respect to such transfer.




               4.11.5 Recharacterization of Diversification Election. Effective January 1, 2002, if
a Member makes an election pursuant to Section 4.11.2, but such Member is not a Qualified Member as
defined in Section 4.11.1, then the Member will be deemed not to have made an election pursuant to
this Section 4.11 and to have instead made an election pursuant to Section 7.3.



          4.12 Military Service. Effective December 12, 1994, notwithstanding any provisions of
this Plan to the contrary, contributions and service credit will be provided with respect to
Military Service (as defined in Section 1.22.3) to the extent required by Chapter 43 of Title 38 of
the United States Code (USERRA) and in accordance with section 414(u) of the Code.




          4.13 Notification of Members. Annually, after all allocations required hereunder for
each Year have been made, the Committee shall provide each Member with a statement of the amount of
Common Stock in his Account.




ARTICLE V




Retirement Benefits




          5.1 Payment of Retirement Benefits. A Member who terminates employment on or after
his Normal Retirement Date shall be entitled to receive in a single distribution the entire amount
of Common Stock in his Account as of the date on which he actually retires, which right shall be
nonforfeitable upon his Normal Retirement Date. Any amounts credited to his Account as of the last
day of the Year in which he retires shall also be distributed to him. Pending distribution, the
Member’s Account shall be credited with additional Common Stock (if any) creditable thereto
pursuant to Section 4.4 or 4.6.2.




ARTICLE VI




Termination of Employment




          6.1 Benefits upon Termination of Employment.




               6.1.1 Disability Benefits. Upon a Member’s Termination of Employment on account of
Disability, he shall be 100% vested in the amount of Common Stock in his Account as of the date on
which his Disability occurs, and shall be entitled to receive the



 - 20 -









 






total balance in his Account. Any amounts credited to his Account as of the last day of the
Year in which his Disability occurs shall also be distributed to him.




               6.1.2 Other Terminations. Upon a Member’s Termination of Employment for reasons other
than death, retirement at or after his Normal Retirement Date, or Disability, the Member shall be
entitled to receive the Vested Percentage of the balance of his Account as determined under Section
4.10.2.



          6.2 Payment of Benefits upon Termination of Employment.




               6.2.1 In General. Subject to the provisions of Section 9.4, the benefits
distributable to a Member pursuant to this Article VI on Termination of Employment shall be
distributed in a single distribution no later than December 31 of the Year following the Year in
which he terminates employment, provided, that if the total vested balance of a Member’s Account as
of December 31 of the year of Termination of Employment exceeds $5,000, such Member’s benefits
shall not be distributed without the Member’s written consent until required pursuant to Section
9.3. Except as the Member otherwise elects, expressly or by failure to request distribution after
receipt of notice advising of the right to so elect, distribution shall in all events commence no
later than 60 days after the close of the Year in which the Member attains age 65 (or termination
of employment, if later), except to the extent that the Common Stock to be so distributed has not
yet been acquired by the Fund. Pending distribution, a Member’s Account shall be credited with
additional Common Stock (if any) creditable thereto pursuant to Section 4.4 or 4.6.2. If the
nonforfeitable balance of a Member’s Account is zero, the Member shall be deemed to have received a
single-sum distribution of such nonforfeitable balance upon his Termination of Employment. The
nonvested portion of the Account of a Member who is deemed to have received a single-sum
distribution of his nonforfeitable balance under this Section 6.2.1 shall be forfeited pursuant to
Section 6.3.



               6.2.2 Notice Period. Distribution may commence less than 30 days after the notice
required under Treas. Reg. section 1.411(a)-11(c) provided that: (a) the Committee clearly informs
the Member that the Member has a right to a period of at least 30 days after receiving the notice
to consider the decision of whether or not to elect a distribution (and, if applicable, a
particular distribution option), and (b) the Member, after receiving the notice, affirmatively
elects a distribution.



          6.3 Forfeitures.




               6.3.1 Termination with no Vesting. In the event that a Member upon Termination of
Employment has no vested interest in his or her Account, the Member’s entire Account shall be
forfeited on the last day of the calendar quarter (last day of the Year for forfeitures occurring
prior to January 1, 2004) coincident with or next following the date of his or her Termination of
Employment, unless he or she is reemployed prior to such date. If the Member has been so
reemployed, no portion of the Member’s Account shall be forfeited on such day. If the Member is
reemployed by an Employer or Affiliate after such a forfeiture but before incurring five
consecutive One-Year Breaks in Service, the previously forfeited balance in the Member’s Account
(including both whole and fractional shares) shall be restored.



 - 21 -









 





               6.3.2 Termination with Partial Vesting. In the event that a Member upon Termination
of Employment is partially vested in his or her “post-2006 Account” (as defined in Section 4.10.2),
the non-vested portion of the terminated Member’s Account shall be forfeited upon the distribution
of the vested portion of the Member’s Account. If such a Member is reemployed by an Employer or
Affiliate before incurring five consecutive One-Year Breaks in Service, the forfeited balances
(including both whole and fractional shares) shall be restored to the Member’s Account, and the
Member shall resume his or her place on the respective vesting schedules set forth in Section
4.10.2. However, the Member’s vested interest in his or her post-2006 Account after restoration
of the non-vested balance therein shall be expressed by the formula:



X=P(A + D) - D



where X is the Member’s vested balance in the post-2006 Account; P is the Member’s Vested
Percentage in his or her post-2006 Account determined under Section 4.10.2 without regard to this
sentence; A is the amount of the balance of such Account after restoration; and D is the amount of
the distribution (expressed in whole and fractional shares) previously made in respect of the
Member’s post-2006 Account.




               6.3.3 Application of Forfeitures. All forfeitures shall be applied in accordance with
Section 3.2 to the extent so determined by the Board of Directors or the Company Representative,
and any balance of such forfeitures not so applied shall be reallocated among the remaining Members
as provided in Article IV.



          6.4 Source of Restored Amounts. The restoration of a portion of any Account shall be
made from forfeitures occurring at the end of the calendar quarter (end of the Year for forfeitures
occurring prior to January 1, 2004) in which such restoration occurs, and if necessary, by a
special Employer contribution made for that purpose.




          6.5 Irrevocable Forfeitures. The unvested portion of a Member’s Account shall be
irrevocably forfeited if he incurs five consecutive One-Year Breaks in Service, and shall not be
restored thereafter notwithstanding any reemployment of the Member.





 - 22 -












 





ARTICLE VII




Withdrawal upon Full Vesting




          7.1 Withdrawal Rights. If a Member’s Account has a Vested Percentage of 100%, he may
withdraw, at such time and in such manner as the Committee shall prescribe, any portion thereof not
to exceed one-half of the balance of such Account. No more than one withdrawal under this Article
VII may be made in any l2-month period, and no more than two such withdrawals may be made in any
60-month period. Notwithstanding the foregoing, shares of Common Stock acquired with the proceeds
of an Exempt Loan may not be withdrawn prior to the close of the Year in which the Exempt Loan is
repaid in full. The restriction imposed by the immediately preceding sentence and the restriction
to no more than two withdrawals in any 60-month period do not apply to “Qualified Members” during
their “Qualified Election Periods” (as such terms are defined in Section 4.11).



          7.2 Distribution. Except for transfers to the Arrow Electronics Savings Plan
described in Section 7.3, distribution upon a withdrawal pursuant to Section 7.1 (whether made
directly to the Member or in a direct rollover to an individual retirement arrangement or other
eligible retirement plan) shall be made in whole shares of Common Stock, and effective December 19,
2003, cash in lieu of any fractional shares, if applicable.



          7.3 Direct Transfer to Arrow Savings Plan. If a Member directs that a withdrawal
under this Article VII be transferred under Section 9.6 as a direct rollover to the Arrow
Electronics Savings Plan (the “Savings Plan”), the Committee shall sell the number of shares
designated by such Member and transfer the proceeds in cash, net of brokerage fees and any other
direct expenses arising from such sale, to the Savings Plan. Such sale shall be made in accordance
with procedures established by the Committee, and within 90 days after the Committee receives such
a direction from a Member. The amounts so transferred shall be held and invested in accordance
with the procedures established under the Savings Plan for rollover contributions.



ARTICLE VIII




Death Benefits




          8.1 Death Benefits. In the event of the death of a Member prior to his Termination of
Employment, the amount of Common Stock in his Account as of the date of his death shall be
distributed to his Beneficiary. Any amounts credited to the deceased Member’s Account as of the
last day of the Year in which he dies shall also be distributed to his Beneficiary. Both of these
distributions shall be made not later than December 31 of the Year following the Year in which the
Member’s death occurs, except to the extent that the Common Stock in respect of which distribution
is to be made has not yet been acquired by the Fund; provided, that if the Member had attained his
Normal Retirement Date prior to his death, distribution shall be made not later than 60 days
following the close of the Year in which his death occurs unless his Beneficiary elects otherwise.
Notwithstanding the foregoing, if the Beneficiary is the Member’s spouse, distribution shall be
made within 90 days of the Member’s



- 23 -









 




death if reasonably practicable and otherwise as soon as practicable unless the spouse elects
otherwise. Pending distribution, the deceased Member’s Account shall be credited with additional
Common Stock (if any) creditable thereto pursuant to Section 4.4 and Section 4.6.2, and his
Beneficiary shall be entitled to vote the Common Stock in his Account pursuant to Section 4.9.3.
Effective January 1, 2007, if a Participant dies while performing qualified military service (as
defined in Section 414(u) of the Code), the beneficiary(ies) of such Participant shall be entitled
to any additional benefits (other than benefit accruals relating to the period of qualified
military service) that would have been available had the Participant resumed and then terminated
employment on account of death, to be determined in accordance with the Heroes Earnings Assistance
and Relief Tax Act of 2008 and guidance thereunder.




          8.2 Designation of a Beneficiary.



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



               8.2.2 Spouse as Presumptive Beneficiary. Notwithstanding Section 8.2.1 (but subject
to the provisions of Section 8.3), a Member’s sole Beneficiary shall be his surviving spouse, if
the Member has a surviving spouse, unless the Member has designated another Beneficiary with the
written consent of such spouse (in which consent such Beneficiary is specified by name or class,
and the effect of such designation is acknowledged) witnessed by a notary public or Plan
representative. Any such consent shall be irrevocable. The Committee may, in its sole discretion,
waive the requirement of spousal consent if the Member is legally separated or if the Committee is
satisfied that the spouse cannot be located, or if the Member can show by court order that he has
been abandoned by the spouse within the meaning of local law, or if otherwise permitted under
applicable regulations.



               8.2.3 Change of Beneficiary. A Member may, from time to time in such manner as the
Committee shall prescribe, change his designated Beneficiary or Beneficiaries, but any such
designation which has the effect of naming a person other than the surviving spouse as sole
Beneficiary is subject to the spousal consent requirement of Section 8.2.2.



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



- 24 -









 





          8.3 Effect of Marriage, Divorce or Annulment, or Legal Separation. This Section 8.3
shall be effective in determining the identity of a Participant’s Beneficiary at any time on or
after September 1, 2006. In accordance with Section 1.36 but subject to the following provisions
of this Section 8.3, the term “spouse” for purposes of this Article VIII means the individual to
whom the Member is married on the date of reference, determined under applicable state law, except
than no individual of the same gender as the Member shall be deemed such a spouse. Notwithstanding
the foregoing:



               8.3.1 If a court of competent jurisdiction has issued a legal separation order, the parties to
whom that order pertains shall not be deemed to be married to each other, even if their marriage
has not been annulled or terminated by divorce; provided, however, that to the extent that a
Qualified Domestic Relations Order as defined in Section 9.5 (“QDRO”) specifies that a former
spouse (or legally separated spouse) of the Member is to be treated as the Member’s spouse, such
specified former spouse (or legally separated individual) shall be treated as the Member’s spouse
under the Plan to the extent required in such QDRO, to the exclusion of any subsequent spouse.



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



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



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



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



          8.5 Designation of Method of Distribution. Notwithstanding Section 8.1, a Member (or,
after his death, his Beneficiary) may direct the Committee to cause any distribution in respect of
his account following his death to be paid in installments over a period not to



- 25 -









 




exceed five years, by filing with the Committee a designation of method of payment in such
form as may be prescribed or approved by the Committee.




          8.6 Direct Transfer to Arrow Savings Plan. Effective March 17, 2003, a Beneficiary
may direct that all or a portion of his interest in a deceased Member’s account be transferred
directly to the Arrow Electronics Savings Plan (the “Savings Plan”). Upon such election by a
Beneficiary, the Committee shall sell the number of shares designated by the Beneficiary and
transfer the proceeds in cash, net of brokerage fees and any other direct expenses arising from
such sale, to the Savings Plan. Such sale shall be made in accordance with procedures established
by the Committee, and within 90 days after the Committee receives such a direction from a
Beneficiary. The amounts so transferred shall be held and invested in accordance with the
procedures established by the Committee under the Savings Plan.



          8.7 Undistributed Balance of Terminated Member. In the event that a Member shall
terminate employment with a vested balance in his Account and shall die prior to the complete
distribution of such vested balance, the undistributed portion of such vested balance shall be
distributed to his Beneficiary, in the manner provided for in the foregoing provisions of this
Article VIII. Notwithstanding the foregoing, the Committee and Trustee shall be fully protected in
making distribution in the name of any such Member prior to the Trustee’s receiving actual notice
of the death of such Member, and no Beneficiary of a deceased Member shall have any interest in
such Member’s vested Account balances to the extent that any such distribution shall have been
made.



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



ARTICLE IX




Distribution of Benefits




          9.1 Form of Distribution of Benefits. A Member or Beneficiary who is eligible for a
benefit as provided herein shall receive distribution thereof in Common Stock, with a cash payment
in lieu of any fractional share of Common Stock. The Trustee may, however, distribute whole shares
of Common Stock which are made up of fractions of various Categories of Common Stock. The
Committee shall apprise the distributee of the basis to the Fund of the Common Stock (and fractions
of Common Stock in the event that the whole shares of Common Stock distributed are made up of
fractions having different bases) distributed to him.



          9.2 Put Options. All Common Stock distributed by the Plan shall be subject to the
provisions of Section 15.8 as if it were acquired with the proceeds of an Exempt Loan. No put
option may be granted with respect to any Common Stock under this Plan except as provided in this
Section 9.2 and in Section 15.8.



- 26 -









 





          9.3 Minimum Required Distributions.



               9.3.1 Governing Regulations. Notwithstanding any provisions of the Plan to the
contrary, with respect to distributions made for calendar years beginning on January 1, 2001 and
2002, the Plan will apply the minimum distribution requirements of section 401(a)(9) of the Code,
including the incidental death benefit requirement, in accordance with the regulations under
section 401(a)(9) that were proposed on January 17, 2001, and for calendar years beginning on or
after January 1, 2003, in accordance with the regulations under section 401(a)(9) published on
April 17, 2002, as amended and supplemented on June 15, 2004.



               9.3.2 Required Beginning Date. Distribution of benefits for Members who are not 5%
owners (as described in Section 17.1.2(c)) must begin by April 1 of the calendar year following the
later of (a) the calendar year in which the Member reaches age 70-1/2, and (b) the calendar year in
which the Member terminates employment. However, if a Member is a 5% owner during the Year in
which he reaches age 70-1/2, distribution of the Member’s benefit must begin by April 1, of such
year.



               9.3.3 Subsequent Distributions. If a Member receives a single sum distribution
pursuant to Section 9.3.1 or 9.3.2, any shares of Common Stock subsequently allocated to the
Member’s Account shall be distributed to the Member as soon as practicable after the end of the
Year for which such allocation is made.



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



               9.3.5 2009 MRD Suspension. Effective with respect to the 2009 calendar year, no
minimum required distribution shall be required or made in respect of such calendar year absent an
affirmative election by the Member to the contrary in accordance with such procedures as the
Committee shall establish.



          9.4 Special Rule for Exempt Loan. In the case of Common Stock acquired with the
proceeds of an Exempt Loan, no distribution shall be required pursuant to Article VI until the
close of the Year in which the loan is repaid in full.



          9.5 Qualified Domestic Relations Orders.



               9.5.1 Definition. For purposes of this Section 9.5.1, “Qualified Domestic Relations
Order” means any judgment, decree or order (including approval of a property settlement) made
pursuant to a state domestic relations law (including a community property law) which relates to
the provision of child support, alimony payments or marital property to a spouse, former spouse,
child or other dependent of a Member and which creates or recognizes the existence of a right of
(or assigns such a right to) such spouse, former spouse,



- 27 -









 




child or other dependent (the “Alternate Payee”) to receive all or a portion of the benefits
payable with respect to a Member under the Plan. A Qualified Domestic Relations Order must clearly
specify the amount or percentage of the Member’s benefits to be paid to the Alternate Payee by the
Plan (or the manner in which such amount or percentage is to be determined). A Qualified Domestic
Relations Order (a) may not require the Plan (i) to provide any form or type of benefits or any
option not otherwise provided under the Plan, (ii) to pay benefits to an Alternate Payee under such
order which are required to be paid to another Alternate Payee under another such order previously
filed with the Plan, or (iii) to provide increased benefits (determined on the basis of actuarial
equivalents), but (b) may require payment of benefits to the Alternate Payee under the order (i) at
any time after the date of the order, (ii) as if the Member had retired on the date on which such
payment is to begin under such order (taking into account only the benefits in which the
Participant is then vested) and (iii) in any form in which such benefits may be paid to the Member.




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



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



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          9.6 Direct Rollover of Eligible Rollover Distributions. Notwithstanding any
provisions of this Plan that would otherwise limit a Distributee’s election under this Section 9.6,
a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any
portion of an Eligible Rollover Distribution paid in a Direct Rollover directly to an Eligible
Retirement Plan specified by the Distributee.



               9.6.1 Definitions. For purposes of this Section 9.6, the following terms shall have
the meanings specified below:



                    9.6.1.1 Eligible Rollover Distribution. Any distribution of all or any portion of the
balance to the credit of a Distributee under the Plan, except that an Eligible Rollover
Distribution does not include: any distribution that is one of a series of substantially equal
periodic payments (not less frequent than annual) made for the life (or life expectancy) of the
Distributee or the joint lives (or life expectancies) of the Distributee and the Distributee’s
Beneficiary, or for a specified period of ten years or more; any distribution to the extent such
distribution is required under section 401(a)(9) of the Code; the portion of any distribution that
is not includible in gross income, unless the conditions of Section 9.6.5 are satisfied; any deemed
distribution occurring upon the Member’s Termination of Employment under which the Member’s account
balance is offset by the amount of an outstanding Plan loan; and any hardship withdrawal.



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



                    9.6.1.3 Distributee. A Member, a Member’s surviving Spouse or a Member’s Spouse or
former Spouse who is the Alternate Payee under a Qualified Domestic Relations Order (as defined in
section 414(p) of the Code and Section 9.6.1) or a trust treated as an individual under applicable
regulations. Effective January 1, 2007, the term “Distributee” shall include a non-spouse
Beneficiary who is an individual or a trust treated as such under applicable regulations, but a
direct rollover by such a Beneficiary may be made only to an individual retirement plan described
in section 408(a) or (b) of the Code, and which is established in a manner (including title) that
identifies it as an IRA with respect to both the deceased participant and the individual
Beneficiary.



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



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



               9.6.3 Default Procedures. If a Member (or other Distributee, if applicable) does not
make a timely election whether or not to directly roll over his Eligible Rollover Distribution
within a reasonable period permitted by the Committee for making such election, such distribution
shall be made directly to the Member (or other Distributee, if applicable). Notwithstanding the
foregoing, effective March 28, 2005, such Eligible Rollover Distributions made to a Member prior to
Normal Retirement Date that exceed $1,000 in value but do not exceed $5,000 will be automatically
rolled over to an IRA in accordance with Section 9.6.4.



               9.6.4 Automatic Distribution of Small Accounts. If, upon Termination of Employment,
the value of a Member’s vested interest in his Account does not exceed $5,000, and such Member does
not make a timely election under this Section 9.6 to make a Direct Rollover, the vested balance in
the Member’s Account shall be distributed to the Member in accordance with Section 6.2.
Notwithstanding the foregoing, for distributions to a Member on or after March 28, 2005 and prior
to the Member’s Normal Retirement Date, in the event that the distribution exceeds $1,000 in value
or amount but does not exceed $5,000, and the Member does not make an election whether or not to
make a Direct Rollover of his distribution within the time and in the manner prescribed by the
Committee, if the value or amount of the distribution remains no more than $5,000 at the date on
which distribution is to be made, the Committee shall direct the Trustee to sell all of the shares
of Common Stock in the Member’s Account and transfer the proceeds in cash, net of brokerage fees
and any other direct expenses arising from such sale, to an individual retirement account selected
by the Committee and meeting the requirements for the “safe harbor” regulations issued by the
Department of Labor, 29 C.F.R. section 2520.404a-2 (or any corresponding successor regulations).
Such sale of shares and transfer shall be made in accordance with procedures established by the
Committee, and may, if the Committee so directs, be effected through application of the shares to
meet purchase requirements of the Plan then outstanding.



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



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



                    (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).



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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 9.5 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; and



                    (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).


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.




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          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 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 either
may require in carrying out the provisions of the Plan, and may



- 33 -









 




charge the fees, charges and costs resulting from such employment as an expense to the Fund to
the extent not paid by the Company. Unless otherwise required by law, persons employed by the
Committee as counsel, or as its agents or otherwise, may include members of the Committee, or
employees of the Company. Persons serving on the Committee, or on any such subcommittee shall be
fully protected in acting or refraining to act in accordance with the advice of legal or other
counsel.




          10.9 Funding Policy. The funding policy and method of the Plan shall consist of the
receipt of contributions and the investment thereof pursuant to the provisions of the Plan, taking
into account the objectives of the Plan as stated in the Introduction.



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



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



ARTICLE XI




The Trust Agreement




          11.1 The Trust Agreement. Effective July 17, 2002, the Committee, on behalf of itself
and each other Employer, shall have power to appoint and remove a Trustee and to enter into or
amend a Trust Agreement with the Trustee providing for the establishment of a Fund hereunder. The
Trust Agreement shall be deemed to form a part of this Plan, and any and all rights which may
accrue to any person under this Plan shall be subject to all the terms and provisions of such Trust
Agreement. Copies of the Trust Agreement shall be filed with the Committee and, upon reasonable
application and notice, shall be made available for inspection by any Member.



- 34 -









 





          11.2 Rights of the Company. Except as otherwise expressly provided in the Trust
Agreement or in Section 4.7, upon the transfer by an Employer of any money or assets to the Fund,
all interest of the Employer therein shall cease and terminate, legal title to such Fund shall be
vested absolutely in the Trustee and no part of the Fund or income therefrom shall be used for or
diverted to purposes other than the exclusive benefit of the Members and their Beneficiaries as
provided herein; provided, however, that:



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



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



          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 invest the assets in the Fund in the Common Stock of the Company.
Notwithstanding the foregoing, the Trustee may make such short-term fixed income investments as it
shall deem necessary to hold (i) cash contributions pending investment in Common Stock when such
contributions are made prior to settlement of trades, (ii) amounts deemed necessary or advisable to
fund the distribution in respect of fractional shares of Common Stock in accordance with Section
7.2 or rollovers into a “safe harbor” individual retirement account under Section 9.6.4, and (iii)
the proceeds of sales of Common Stock pending transfer of such proceeds to the Arrow Electronics
Savings Plan in accordance with Sections 4.11.4, 7.3, and 8.5 or to such a safe harbor individual
retirement account.



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



          11.4 Leveraged Purchases. The Trustee shall be entitled to borrow funds for the
purpose of purchasing Common Stock, either from the Company or from shareholders of the Company.
Any such loan that is an Exempt Loan shall comply with the provisions of Article XV.



ARTICLE XII




Amendment




          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



- 35 -









 




Directors, or effective July 17, 2002, by action of the Company Representative, and all
Employers and Members (and their Beneficiaries) shall be bound thereby. Except as provided in
Section 12.3, no such amendment shall authorize or permit any part of the Fund to be used for or
diverted to purposes other than for the exclusive benefit of the Members and their Beneficiaries,
nor shall any amendment reduce any amount then credited to the individual accounts of any Member,
reduce any Member’s vested interest in his account, or affect the rights, duties and
responsibilities of the Trustee without his written consent.




          12.2 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 and the
regulations and rulings thereunder, (b) to continue the Plan as so qualified, (c) to qualify the
Plan as an employee stock ownership plan within the meaning of section 4975(e)(7) of the Code and
the regulations and rulings thereunder, and within the meaning of section 407(d)(6) of ERISA and
the regulations and rulings thereunder, (d) to comply with any other provision of law.
Accordingly, notwithstanding any other provision of this Plan, the Company may amend, modify or
alter the Plan with retroactive effect in any respect or manner necessary to qualify the Plan under
section 40l(a) of the Code, to continue the Plan as so qualified, to meet the aforementioned
statutory requirements or to comply with any other provision of applicable law.



ARTICLE XIII




Discontinuance of Contributions

and Termination of the Plan




          13.1 Right to Terminate the Plan or Discontinue Contributions. The Employers have
established the Plan with the bona fide intention and expectation that from year to year they will
be able to and will deem it advisable to make contributions as herein provided. In any given Year,
however, the board of directors of an Employer may determine that circumstances make it impossible
or inadvisable for the Employer to make contributions in respect of that Year. The failure of such
board of directors to authorize contributions in respect of any Year shall not constitute a
termination of the Plan. However, the Company reserves the right to terminate the Plan or
completely discontinue contributions thereto at any time, with respect to any or all Employers
hereunder.




- 36 -












 





          13.2 Manner of Termination. In the event the Board of Directors decides it is
impossible or inadvisable to continue the Plan, the Board of Directors shall have the power to
terminate the Plan by appropriate resolution. A certified copy of such resolution or resolutions
shall be delivered to the Committee, and as soon as possible thereafter the Committee shall deliver
to the Trustee a copy of the resolution or resolutions and shall give appropriate notice to the
Members.




          13.3 Effect of Termination. In the event of the complete or partial termination
(within the meaning of section 411(d)(3) of the Code) of the Plan or a complete discontinuance of
contributions by the Employers, the rights of all affected Members to their Accounts as of the date
of such termination or such complete discontinuance of contributions shall be fully vested and
nonforfeitable (within the meaning of section 411 of the Code and regulations thereunder). After
the date of a complete termination specified in the resolution or resolutions adopted by the Board
of Directors, the Employers shall make no further contributions under the Plan. In the event of a
complete discontinuance of contributions without a termination of the Plan, the Committee shall
remain in existence and all provisions of the Plan shall remain in force which are necessary in the
opinion of the Committee, other than the provisions for contributions, and the Fund shall remain in
existence and all provisions of the Trust Agreement shall remain in force which are necessary in
the sole opinion of the Committee, other than provisions relating to contributions.




          13.4 Distribution of the Fund. In the event of a termination of the Plan, the Trustee
shall apply each Member’s account to the benefit of such Member (or his Beneficiary) in accordance
with the instructions of the Committee. Except as specifically provided in Section 4.7 or 11.2 or
in the Trust Agreement, no assets will revert from the Fund to any Employer.




          13.5 Expenses of Termination. In the event of the complete or partial termination of
the Plan, the expenses incident thereto shall be a prior claim and lien upon the assets of the
Fund, and shall be paid or provided for prior to the distribution of any benefits pursuant to such
termination.




ARTICLE XIV




Miscellaneous Provisions




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




          14.2 Source of Benefits. All benefits payable under the Plan shall be paid or
provided for solely from the Fund and the Employers assume no liability or responsibility therefor.
The Employers are under no legal obligation to make any contributions to the Fund.




- 37 -









 







No action or suit shall be brought by any Employee or Beneficiary, or by any Trustee, against
any Employer for any such contribution.




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




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




          14.5 Valuation of Common Stock. Except as otherwise expressly provided, for all
purposes of this Plan, the value of Common Stock on any day on which a national securities exchange
is open for trading in Common Stock shall be (a) the mean between the high and low prices at which
Common Stock was traded on such exchange on such day, or (b) if there were no trades of Common
Stock on such exchange on such day, the mean between the high bid and low asked prices for Common
Stock on such day. In the event that the value of Common Stock is to be determined under this Plan
as of a day on which there was no national exchange open for trading in Common Stock, the value of
Common Stock on such day shall be the value of Common Stock on the most recent day on which a
national exchange was open for trading in Common Stock, as determined in accordance with the
preceding sentence.




          14.6 Inability to Locate Distributee. Notwithstanding any other provision of the
Plan, in the event that the Committee cannot locate any person to whom a payment or distribution is
due under the Plan, and no other payee has become entitled thereto pursuant to any provision of the
Plan, the account in respect of which such payment or distribution is to be made shall be forfeited
at the close of the third Year following the Year in which such payment or distribution first
became due (but in all events prior to the time such account would otherwise escheat under any
applicable state law); provided, that any account so forfeited shall be reinstated if such person
subsequently makes a valid claim for such benefit.




          14.7 Payment to a Minor or Incompetent. If any amount is payable to a minor or other
legally incompetent person, such amount may be paid in any of the following ways, as the Committee
in its sole discretion shall determine:




                    (a) To the legal representatives of such minor or other incompetent person;



- 38 -









 





                    (b) Directly to such minor or other incompetent person;



                    (c) To a parent or guardian of such minor, or to a custodian for such minor under the Uniform
Transfers to Minors Act (or similar statute) of any jurisdiction or to the person with whom such
minor shall reside.



          Payment to such minor or incompetent person, or to such other person as may be determined by
the Committee, as above provided, shall discharge all Employers, the Committee, the Trustees and
any insurance company or other person or corporation making such payment pursuant to the direction
of the Committee, and none of the foregoing shall be required to see to the proper application of
any such payment to such person pursuant to the provisions of this Section 14.8.




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




          14.9 Estoppel of Members and Beneficiaries. The Employers, Committee, and Trustee may
rely upon any certificate, statement or other representation made to them by any Employee, Member
or Beneficiary with respect to age, length of service, leave of absence, date of cessation of
employment or other fact required to be determined under any of the provisions of the Plan, and
shall not be liable on account of the payment of any benefits or the doing of any act in reliance
upon any such certificate, statement or other representation. Any such certificate, statement or
other representation made by an Employee or Member shall be conclusively binding upon such Employee
or Member and his Beneficiary and estate, and such Employee, Member, Beneficiary and estate shall
thereafter and forever be estopped from disputing the truth and correctness of such certificate,
statement or other representation. Any such certificate, statement or other representation made by
a Beneficiary shall be conclusively binding upon such Beneficiary, and such Beneficiary shall
thereafter and forever be estopped from disputing the truth and correctness of such certificate,
statement or other representation.




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




          14.11 Controlling Law. The validity of this Plan or of any of its provisions shall be
determined under, and shall be construed and administered according to, the laws of the State of
New York (without regard to its choice of law principles), except to the extent preempted by




- 39 -









 







ERISA, or any other applicable laws of the United States of America. No action (whether at
law, in equity or otherwise) shall be brought by or on behalf of any person for or with respect to
benefits due under this Plan unless the person bringing such action has timely exhausted the Plan’s
claim review procedure. Any action (whether at law, in equity or otherwise) must be commenced
within three (3) years from the earlier of (a) the date a final determination denying such benefit,
in whole or in part, is issued under the Plan’s claim review procedure and (b) the date such
person’s cause of action first accrued.




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




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




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




ARTICLE XV




Exempt Loans




          15.1 Application of Article. This Article XV shall apply in the event that the
Trustee shall purchase Common Stock with loan proceeds (including a purchase on deferred payment
terms), and the loan is made by or guaranteed by the Company or another disqualified person with
respect to the Plan. Any such loan must be primarily for the benefit of the Members participating
in the Plan and their Beneficiaries.




          15.2 Use of Proceeds. The proceeds of an Exempt Loan must be used within a reasonable
time after their receipt by the Plan only for any or all of the following purposes: (a) to acquire
Common Stock; (b) to repay such loan; (c) to repay a prior Exempt Loan.




          15.3 Non-Recourse Requirement. An Exempt Loan shall be without recourse against the
Plan. Such loan shall be payable only out of contributions (other than contributions of Common
Stock or other employer securities) that are made by the Employers under the Plan in order to meet
their obligations under the loan, collateral given for the loan (if any), and earnings attributable
to the investment of such contributions or to such collateral (including dividends or other
distributions in respect of Common Stock acquired with the proceeds of an Exempt Loan). The
payments made with respect to an Exempt Loan by the Plan during a Year shall not exceed the excess
of (a) the amount of such contributions and earnings received during or prior to the Year over (b)
the amount of such payments in prior Years. Such contributions and earnings shall be accounted for
separately in the records of the Plan until the loan is repaid.




          15.4 Permitted Collateral. The only assets of the Plan that may be given as
collateral on an Exempt Loan are Common Stock acquired with the proceeds of the loan, and




- 40 -









 







Common Stock that was collateral on a prior Exempt Loan repaid with the proceeds of the
current Exempt Loan.




          15.5 Default. In the event of default upon an Exempt Loan, the value of Plan assets
transferred in satisfaction of the loan shall not exceed the amount of default. If the “lender”
(not including for this purpose a mere guarantor) is a disqualified person with respect to the
Plan, the loan must provide for a transfer of Plan assets on default only upon and to the extent of
the failure of the Plan to meet the payment schedule of the loan.




          15.6 Release from Encumbrance. In the event that an Exempt Loan is secured by
collateral in accordance with Section 15.4, such loan must provide for the release of such
collateral in accordance with applicable regulations.




          15.7 Suspense Account. All Common Stock acquired with the proceeds of an Exempt Loan
shall be added to and maintained in a Suspense Account. In the event that all of such Common Stock
shall be pledged as collateral for such loan, such Common Stock shall be withdrawn from the
Suspense Account at the rate at which it is released from such pledge as provided in Section 15.6.
In all other cases, such Common Stock shall be withdrawn from the Suspense Account at the rate that
would apply under the foregoing provisions of this Section 15.7 if all such Common Stock had been
so pledged. For such purpose, the rate of withdrawal from the Suspense Account shall be determined
under applicable regulations based on the proportion of payments of both principal and interest
paid for the Year, unless (a) the Committee shall elect to determine the rate of withdrawal solely
with reference to principal payments and (b) a withdrawal based solely on principal payments shall
be permissible under applicable regulations.




          15.8 Put Option. Except as provided in the following provisions of this Section 15.8,
Common Stock acquired with the proceeds of an Exempt Loan shall not be subject to a put, call or
other option, or buy-sell or similar arrangement while held by and when distributed by the Plan,
whether or not the Plan is then an ESOP.




               15.8.1 Legal Requirement. Common Stock acquired with the proceeds of an Exempt Loan
shall be subject to a put option on the terms and conditions set forth in this Section 15.8, which
terms and conditions shall be construed and applied so as at all times to comply with applicable
regulations under section 4975 of the Code and section 407(d)(6) of ERISA. Without limiting the
generality of Sections 12.1 and 12.3, or any other provision of the Plan, in the event that
applicable provisions of law, or regulations, are subsequently modified so as to require or permit
a change in any of such terms or conditions, or to require or permit new, different or additional
terms or conditions, the Company reserves the right to amend this Section 15.8 in any respect or
manner which it may deem necessary or desirable in order to comply with or conform to applicable
law or regulations as so modified.



               15.8.2 Put Options. If Common Stock acquired with the proceeds of an Exempt Loan,
when distributed, is not publicly traded or is subject to a restriction under federal or state
securities laws or regulations thereunder, or under an agreement affecting such Common Stock which
would make such stock not as freely tradable as stock not subject to such a restriction, a Member
shall have the option to put such stock to the Company at a price equal to



- 41 -









 




the fair market value thereof, as determined under a fair valuation formula in compliance with
any applicable regulations. Solely for the purposes of this Section 15.8, a Member shall mean a
Member (or former Member) or his Beneficiary to whom the Plan has distributed shares of Common
Stock acquired with the proceeds of an Exempt Loan, or a donee of either thereof or any person
(including an estate or its distributee) to whom such Common Stock passes by reason of the death of
a Member (or former Member) or a Beneficiary. Under no circumstances may the put option bind the
Plan; however, the Trustee in its discretion may elect to assume the rights and obligations of the
Company with respect to any put option at the time it is exercised by giving written notice thereof
(in such form as the Trustee shall in its discretion determine) to the Member exercising the put
option. If it is known at the time an Exempt Loan is made that federal or state law will be
violated by the Company’s honoring the put option described in this Section 15.8.2, a Member shall
have the option to put the Common Stock subject to this Section 15.8.2 in a manner consistent with
such federal or state law, to such affiliate or shareholder (other than this Plan) of the Company
as the Company, in its discretion, may designate (and in such case the provisions of this Section
15.8 shall be applied as if such shareholder or affiliate were the Company to the extent necessary
or appropriate); provided, however, that any such affiliate or shareholder shall have substantial
net worth at the time the Exempt Loan is made and such net worth is reasonably expected to remain
substantial.




               15.8.3 Period of Exercisability. The put option shall be exercisable for a period of
at least 60 days following the date of distribution of Common Stock subject to a put option under
this Section 15.8 and, if the option is not exercised within such 60-day period, for an additional
period of at least 60 days in the following year. In no event shall any period during which a put
option is otherwise exercisable under this subsection 15.8.3 include any time during which a Member
is unable to exercise such option because the Company (or other party bound by the put option) is
prohibited from honoring it by applicable federal or state law, and the period during which a put
option is so exercisable shall be extended by the amount of time during which such prohibition was
in effect.



               15.8.4 Payment. The Company (or the Plan if it assumes the Company’s obligations
pursuant to Section 15.8.2, shall make full payment of the purchase price for Common Stock which is
the subject of a put option that is properly exercised by a Member within 30 days after the Member
surrenders to the Company (or the Plan) certificates representing such Common Stock, duly endorsed
or accompanied by a stock power duly executed, in either case with his signature duly guaranteed,
and accompanied by all required stock transfer stamps; provided, that in the event the shares put
to the Company pursuant to Section 15.8.2 were distributed to the Member as part of a total
distribution, the Company may elect to make such payment in substantially equal annual installments
over a period beginning within 30 days after the date the put option is exercised and not exceeding
five years if the Company provides adequate security and pays a reasonable interest rate with
respect thereto. Payment under a put option may not be restricted by the provisions of an Exempt
Loan or any other loan or arrangement entered into on or after November 1, 1977 to which the
Company or the Plan is a party or by which either is bound, unless so required by applicable state
law.



               15.8.5 Nonterminable Rights. The protections and rights provided by this Section
15.8.5 shall be nonterminable. Thus, if the Plan holds or has distributed Common Stock



- 42 -









 




acquired with the proceeds of an Exempt Loan, and either such loan is repaid or the Plan
ceases to be an ESOP, such protections and rights shall continue.




- 43 -









 








          15.9 Other Terms of Loan. An Exempt Loan must be for a specific term, and may not be
payable on demand except in the case of default. Such loan shall, at the time it is made, be on
terms at least as favorable to the Plan as the terms of a comparable loan resulting from arm’s
length negotiations between independent parties, and shall not require the payment of interest in
excess of a reasonable rate of interest.




ARTICLE XVI




Leased Employees




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




          16.2 Treatment of Leased Employees. For purposes of this Plan, a Leased Employee
shall be treated as an ineligible employee of an Affiliate, whose service for the Recipient
(including service during the one-year period referred to in Section 16.1) is to be taken into
account in determining compliance with the service requirements of the Plan relating to
participation and vesting. However, the Leased Employee shall not be entitled to share in
contributions or forfeitures under the Plan with respect to any service or compensation
attributable to the period during which he is a Leased Employee, and shall not be eligible to
become a Member eligible to accrue benefits under the Plan unless and except to the extent that he
shall at some time, either before or after his service as a Leased Employee, qualify as an Employee
without regard to the provisions of this Article XVI (in which event, status as a Leased Employee
shall be determined without regard to clause (b) of Section 16.1, to the extent required by
applicable law).




          16.3 Exception for Employees Covered by Plans of Leasing Organization. Section 16.2
shall not apply to any Leased Employee if such employee is covered by a money purchase pension plan
of the Leasing Organization meeting the requirements of section 414(n)(5)(B) of the Code and Leased
Employees do not constitute more than 20% of the aggregate “nonhighly compensated work force” (as
defined in section 414(n)(5)(C)(ii) of the Code) of all Employers and Affiliates.




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




- 44 -









 








ARTICLE XVII




“Top-Heavy” Provisions




          17.1 Determination of “Top-Heavy” Status.




               17.1.1 Applicable Plans. For purposes of this Article XVII, “Applicable Plans” shall
include (a) each plan of an Employer or Affiliate in which a Key Employee (as defined in Section
17.1.2 for this Plan, and as defined in section 416(i) of the Code for each other Applicable Plan)
participates during the five-year period ending on such plan’s “determination date” (as described
in Section 17.1.4) and (b) each other plan of an Employer or Affiliate which, during such period,
enables any plan in clause (a) of this sentence to meet the requirements of sections 401(a)(4) and
410 of the Code. Any plan not required to be included under the preceding sentence may also be
included, at the option of the Company, provided that the requirements of sections 401(a)(4) and
410 of the Code continue to be satisfied for the group of Applicable Plans after such inclusion.
Applicable Plans shall include terminated plans, frozen plans, and to the extent that benefits are
provided with respect to service with an Employer or an Affiliate, multiemployer plans (described
in section 414(f) of the Code) and multiple employer plans (described in section 413(c) of the
Code) to which an Employer or an Affiliate makes contributions.



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



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



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



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


provided that the number of employees treated as officers shall be no more than fifty (50) or, if
fewer, the greater of three (3) employees or ten percent (10%) of the employees including Leased
Employees as described in Section 16.1 (exclusive of employees described in section 414(q)(5) of
the Code).




                    (b) For Years ending prior to January 1, 2002, one of the ten (10) employees (i) having
Earnings of more than the dollar amount described in Section 3.3.1 and (ii) owning (or considered
as owning, within the meaning of section 416(i) of the Code), the largest percentage interests in
value of an Employer or Affiliate, provided that such percentage interest exceeds one-half percent
(.5%) in value. If two employees have the same interest in the



- 45 -









 




Employer or Affiliate, the employee having greater Earnings shall be treated as having a
larger interest.




                    (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 Earnings of more than one
hundred fifty thousand dollars ($150,000). “One percent (1%) owner” means any person who would be
described in Section 17.1.2(c) if “one percent (1%)” were substituted for “five percent (5%)” in
each place where it appears in Section 17.1.2(c) paragraph (iii).



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



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



               17.1.5 Valuation. The value of the account balance of accrued benefits for each
Applicable Plan will be determined subject to Code section 416 and the regulations thereunder, as
of the most recent Valuation Date occurring within the 12-month period ending on the applicable
determination date for such plan.



               17.1.6 Distributions within Determination Period. Subject to Section 17.1.7,
distributions from the Plan or any other Applicable Plan on account of severance from employment,
death or disability, made during the one (1)-year period ending on the applicable Determination
Date and other distributions from the Plan during the five (5)-year period ending on the applicable
determination date (or, prior to January 1, 2002, all distributions from the Plan (or any other
Applicable Plan) during the five (5)-year period ending on the applicable Determination Date) shall
be taken into account in determining whether the Plan is “Top-Heavy”, subject to Section 17.1.8 in
the case of transferees to or from other plans.



               17.1.7 No Services within Determination Period. Benefits and distributions shall not
be taken into account with respect to any individual who has not rendered



- 46 -









 




any services to any Employer or Affiliate at any time during the one (1)-year period (or prior
to January 1, 2002, during the five (5)-year period) ending on the applicable Determination Date.




               17.1.8 Compliance with Code Section 416. The calculation of the “Top-Heavy” ratio,
and the extent to which distributions, rollovers and transfers from this Plan or any other
Applicable Plan shall be taken into account, will be made in accordance with Code section 416 and
applicable regulations thereunder.



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



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



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




               17.2.1 Required Allocation. The amount of Employer contributions and forfeitures
which shall be allocated to the account of any active Member who (a) is employed by an Employer or
Affiliate on the last day of the Year and (b) is not a Key Employee shall be (i) at least 3% of
such Member’s Earnings for such Year up to the amount determined in accordance with section
401(a)(17) of the Code, or, (ii) if less, an amount equal to such Earnings multiplied by the
highest allocation rate for any Key Employee. For purposes of the preceding sentence, the
allocation rate for each individual Key Employee shall be determined by dividing the Employer
contributions and forfeitures allocated to such Key Employee’s account under all Applicable Plans
considered together, by his Earnings; provided, however, that clause (ii) does not apply if this
Plan enables a defined benefit plan required to be so aggregated under Section 17.1.1 to meet the
requirements of section 401(a)(4) or 410 of the Code. The minimum-allocation provisions of this
Section 17.2.1 shall, to the extent necessary, be satisfied by special Employer contributions made
by the Employer for that purpose. Notwithstanding the foregoing, the minimum allocations otherwise
required by this Section 17.2.1 shall not be required to be made for any Member if such Member is
covered under a defined benefit plan maintained by an Employer or an Affiliate which provides the
minimum benefit required under section 416(c)(1) of the Code, and/or to the extent that the minimum
allocation otherwise required by this Section 17.2.1 is made under another defined contribution
plan maintained by an Employer or an Affiliate. In addition, any minimum allocation required to be
made for a Member who is not a Key Employee shall be deemed satisfied to the extent of the benefits
provided by any other qualified plan maintained by an Employer or an Affiliate.



               17.2.2 Vesting. Any Member shall be vested in his account on a basis at least as
favorable as is provided under the following schedule:



- 47 -









 





	 	 	 
	Years of Employment	 	Vested Percentage
	Less than 2
	 	0%
	2 but less than 3
	 	20%
	3 but less than 4
	 	40%
	4 but less than 5
	 	60%
	5 but less than 6
	 	80%
	6 or more
	 	100%






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




          The provisions of Sections 17.2.1 and 17.2.2 shall not apply to any employee included in a
unit of employees covered by a collective bargaining agreement if, within the meaning of section
416(i)(4) of the Code, retirement benefits were the subject of good faith bargaining.




- 48 -









 








          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.




	 	 	 	 	 	 	 
	/s/ Peter S. Brown

	 	By:
	 	/s/ Paul J. Reilly	 	 
	 
     Secretary

	 	 	 	 

     Senior Vice President
	 	 






- 49 -









 






SUPPLEMENT NO. 1




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





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



S1-1









 





SUPPLEMENT NO. 2




          In connection with the acquisition by the Company of all of the issued and outstanding shares
of common stock of Lex Electronics Inc. (“Lex”), the Plan is amended as follows, effective
September 27, 1991:





     S2.1 Solely for purposes of Section 2.1 of the Plan, an individual who became
an employee of an Employer or Affiliate on or about September 27, 1991 in connection
with the acquisition by the Company of all of the issued and outstanding shares of
common stock of Lex shall be credited with Hours of Service for his service with Lex
or its subsidiary Almac Electronics Corporation, such service to be converted to
Hours of Service on the basis that one month equals 190 Hours of Service, one week
equals 45 Hours of Service and one day equals 10 Hours of Service.



S2-1









 





SUPPLEMENT NO. 3




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





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




     S3.2 In the case of a Zeus Transferee who continues to be employed by an
Employer or Affiliate through December 31, 1994, service with Zeus Components, Inc.
shall be treated, on and after January 1, 1995, as service with an Employer or
Affiliate for purposes of determining such Zeus Transferee’s Years of Service under
the Plan. For this purpose, any service measured in terms of elapsed time shall be
converted to Hours of Service on the basis that one month equals 190 Hours, one week
equals 45 Hours and one day equals 10 Hours.



S3-1









 





SUPPLEMENT NO. 4




          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.



S4-1









 





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 the first Entry Date on or after January 1,
1995 on which he has satisfied the requirements of Section 2.1.



S5-1









 





SUPPLEMENT NO. 6




TO THE




ARROW ELECTRONICS STOCK OWNERSHIP PLAN




Special Provisions Applicable

to Employees of Capstone Electronics Corp.




          Effective as of January 1, 1997 Capstone Electronics Corp. adopted this Plan with the approval
of the Company. This Supplement No. 6 provides for such adoption and sets forth special provisions
of the Plan that apply to certain individuals who were employed by Capstone prior to January 1,
1997.




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



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



                    S6.1.2 “Capstone Account” means the account maintained under the
Capstone Plan for each Capstone Member immediately prior to December 31, 1996.



                    S6.1.3 “Capstone Member” means a member of the Capstone Plan who had
an undistributed Capstone Account immediately prior to December 31, 1996 or who was
eligible under section 4.2 of the Capstone Plan to share in the Capstone Plan
contribution (if any) made with respect to the 1996 Year.



                    S6.1.4 “Capstone Plan” means the Capstone Electronics Profit- Sharing
Plan, as in effect prior to December 31, 1996.




     S6.2 Membership in Plan Effective January 1, 1997. Capstone shall be
an Employer under the Plan effective on and after January 1, 1997, which shall be
the first Entry Date under the Plan applicable to Employees of Capstone. Employees
then employed by Capstone shall become Members on such Entry Date if they were
members of the Capstone Plan on December 31, 1996, or if they otherwise satisfy the
requirements of Article II to become a Member of the Plan on January 1, 1997.




     S6.3 Credit Under the Plan for Years of Service with Capstone. A Capstone Member’s Years
of Service under the Plan shall be the service credited to such Member for vesting purposes under
the Capstone Plan as of December 31, 1996 plus any additional service credited under the rules of
this Plan for periods before or after January 1, 1997 but without duplication.



S6-1









 





SUPPLEMENT NO. 7




TO




ARROW ELECTRONICS STOCK OWNERSHIP PLAN




Special Provisions Applicable to

Former Employees of Farnell Electronic Services




          In connection with the acquisition by the Company, effective January 31, 1997, of all the
issued and outstanding shares of common stock of Farnell Holding, Inc., which wholly owns Farnell
Electronics, Inc., of which Farnell Electronic Services (“Farnell”) is a division, the Plan is
amended in the following respects:




          S7.1 Credit Under the Plan for Service with Farnell. In the case of a Farnell employee
who transferred to the employ of the Company on or about January 31, 1997 in connection with the
above-described acquisition of Farnell, eligibility to participate, Hours of Service and Years of
Service under the Plan shall be determined by taking into account employment his most recent period
of employment with Farnell immediately prior to January 31, 1997 as if Farnell had been an
Affiliate for such period. The Committee may use and rely upon records maintained by Farnell to
compute Hours of Service in order to determine the Years of Service to be credited to such former
employee and his eligibility to participate in accordance with Section 2.1 based on his employment
with Farnell.




S7-1









 








SUPPLEMENT NO. 8




TO




ARROW ELECTRONICS STOCK OWNERSHIP PLAN




Special Provisions Applicable

to Employees of Consan, Incorporated




          Effective as of February 4, 1997 Consan, Incorporated (“Consan”) adopted this Plan with the
approval of the Company. This Supplement No. 8 provides for such adoption and sets forth special
provisions of the Plan that apply to certain individuals who were employed by Consan prior to
February 4, 1997.




          S8.1 Membership in Plan Effective February 4, 1997. Consan shall be an Employer
under the Plan effective on and after February 4, 1997. Employees then employed by Consan (“Consan
Employees”) shall become Members of the Plan in accordance with Section 2.1.




          S8.2 Credit Under the Plan for Service with Consan. Eligibility to participate, Hours of
Service and Years of Service under the Plan shall be determined by taking into account a Consan
Employee’s most recent period of employment with Consan immediately prior to February 4, 1997 as if
Consan had been an Affiliate for such period. The Committee may use and rely upon records
maintained by Consan to compute Hours of Service in order to determine Years of Service to be
credited to such employee and his eligibility to participate in accordance with Section 2.1 based
on his employment with Consan.




S8-1









 








SUPPLEMENT NO. 9




TO




ARROW ELECTRONICS STOCK OWNERSHIP PLAN




Special Provisions Applicable to

Former Employees of Richey Electronics, Inc




          In connection with the acquisition by the Company of all the issued and outstanding shares of
common stock of Richey Electronics, Inc. (“Richey”), effective January 8, 1999, the Plan is amended
in the following respects:




          S9.1 Credit Under the Plan for Service with Richey. In the case of a Richey employee who
transferred to the employ of the Company on or about January 8, 1999 in connection with the
above-described acquisition of Richey, eligibility to participate, Hours of Service and Years of
Service under the Plan shall be determined by taking into account his most recent period of
employment with Richey immediately prior to January 8, 1999 as if Richey had been an Affiliate for
such period. The Committee may use and rely upon records maintained by Richey to compute Hours of
Service in order to determine the Years of Service to be credited to such former employee and his
eligibility to participate in accordance with Section 2.1 based on his employment with Richey.




S9-1









 








SUPPLEMENT NO. 10




TO




ARROW ELECTRONICS STOCK OWNERSHIP PLAN




Special Provisions Applicable

to Employees of Scientific & Business Minicomputers, Inc.




          Effective as of May 1, 1998 Scientific & Business Minicomputers, Inc. (“SBM”) adopted this
Plan with the approval of the Company. This Supplement No. 10 provides for such adoption and sets
forth special provisions of the Plan that apply to certain individuals who were employed by SBM
prior to May 1, 1998.




          S10.1 Membership in Plan Effective May 1, 1998. SBM shall be an Employer under the
Plan effective on and after May 1, 1998. Employees then employed by SBM (“SBM Employees”) shall
become Members of the Plan in accordance with Section 2.1.




          S10.2 Credit Under the Plan for Service with SBM. Eligibility to participate, Hours of
Service and Years of Service under the Plan shall be determined by taking into account an SBM
Employee’s most recent period of employment with SBM immediately prior to January 1, 1999 as if SBM
had been an Affiliate for such period. The Committee may use and rely upon records maintained by
SBM to compute Hours of Service in order to determine Years of Service to be credited to such
employee and his eligibility to participate in accordance with Section 2.1 based on his employment
with SBM.




S10-1









 








SUPPLEMENT NO. 11




TO




ARROW ELECTRONICS STOCK OWNERSHIP PLAN




Special Provisions Applicable

to Employees of Support Net, Inc.




          Effective as of January 1, 1999 Support Net, Inc. (“Support Net”) adopted this Plan with the
approval of the Company. This Supplement No. 11 provides for such adoption and sets forth special
provisions of the Plan that apply to certain individuals who were employed by Support Net prior to
January 1, 1999.




          S11.1 Membership in Plan Effective January 1, 1999. Support Net shall be an Employer
under the Plan effective on and after January 1, 1999, which shall be the first Entry Date under
the Plan applicable to Employees of Support Net. Employees then employed by Support Net (“Support
Net Employees”) shall become Members of the Plan in accordance with Section 2.1.




          S11.2 Credit Under the Plan for Service with Support Net. Eligibility to participate,
Hours of Service and Years of Service under the Plan shall be determined by taking into account a
Support Net Employee’s most recent period of employment with Support Net immediately prior to
January 1, 1999 as if Support Net had been an Affiliate for such period. The Committee may use and
rely upon records maintained by Support Net to compute Hours of Service in order to determine Years
of Service to be credited to such employee and his eligibility to participate in accordance with
Section 2.1 based on his employment with Support Net.




S11-1









 








SUPPLEMENT NO. 12




TO




ARROW ELECTRONICS STOCK OWNERSHIP PLAN




Special Provisions Applicable to

Former Employees of Wyle Electronics, Inc




          In connection with the acquisition by the Company of all the issued and outstanding shares of
common stock of Wyle Electronics, Inc. (“Wyle”), effective October 16, 2000, and the subsequent
transfer of employees of Wyle to the employ of the Company effective January 1, 2001, the Plan is
amended in the following respects:




          S12.1 Credit Under the Plan for Service with Wyle. In the case of a Wyle employee
who became an employee of the Company in connection with the above-described acquisition of Wyle,
eligibility to participate, Hours of Service and Years of Service under the Plan shall be
determined by taking into account his most recent period of employment with Wyle immediately prior
to his transfer to employment with the Company as if Wyle had been an Affiliate for such period.
The Committee may use and rely upon records maintained by Wyle to compute Hours of Service in order
to determine the Years of Service to be credited to such former employee and his eligibility to
participate in accordance with Section 2.1 based on his employment with Wyle.





S12-1











 






SUPPLEMENT NO. 13



TO


ARROW ELECTRONICS STOCK OWNERSHIP 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.


          S13.1 Date of Membership. In the case of a Pioneer employee who became an Employee
on March 1, 2003, in connection with the above-described acquisition (a “Pioneer Employee”):




          (a) A Pioneer Employee who was employed by Pioneer on July 2, 2002 will become a
Member effective July 1, 2003 if he is then age 21 or older and an Employee, and otherwise
on the first Entry Date thereafter on which he is at least 21 (and remains an Employee).




          (b) Any other Pioneer Employee who was employed by Pioneer on January 1, 2003 will (i)
be credited with his first Hour of Service under the Plan as of January 1, 2003, and (ii) be
credited with 190 Hours of Service for January and February, 2003, if he had any paid
working hour with Pioneer in such month (and shall be eligible to become a Member on January
1, 2004 if he is thereby credited with at least 1,000 Hours of Service during the calendar
year 2003 and is then age 21 or older and an Employee).




          (c) A Pioneer Employee who is not described in paragraph (a) or (b) above shall be
entitled to become a Member only upon satisfying the requirements of Section 2.1, applied
without regard to his prior employment with Pioneer.


          S13.2 Vesting. Years of Service for a Pioneer Employee described in paragraph (a) or
(b) of Section S13.1 shall take into account his employment with Pioneer prior to March 1, 2003, as
follows:




          (a) The Pioneer Employee shall be credited with 190 Hours of Service for each of
January and February 2003 if he had any paid working hour with Pioneer in such month.




          (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.




          (c) A Pioneer Employee who was employed by the Company within 90 days prior to the
commencement of his employment with Pioneer shall be entitled to reinstatement of his Years
of Service prior to such employment with Pioneer, whether or



S13 - 1








 




 


not such Years of Service would otherwise be disregarded under any break rule of the Plan.


          S13.3 Pioneer Records. The Committee may use and rely upon records maintained by
Pioneer and apply such conventions it deems necessary or desirable to determine Years of Service to
be credited to such Pioneer Employee and his eligibility to participate in accordance with Section
2.1 and this Supplement 13 based on his employment with Pioneer.



S13 - 2








 










SUPPLEMENT NO. 14



TO



ARROW ELECTRONICS STOCK OWNERSHIP PLAN



          On April 1, 2007, Arrow Electronics, Inc., Arrow Electronics Canada Ltd. and Support Net Inc.
(“Arrow”) acquired certain assets of Keylink Systems, a business of Agilysys, Inc. and Agilysys
Canada Inc. (such acquired business, “Keylink”) (such acquisition, the “Acquisition”). This
Supplement No. 14 sets forth special provisions of the Plan that apply to certain individuals who
transferred from the employ of Keylink in connection with the Acquisition.


          S14.1 In the case of an individual who becomes an employee of an Employer or Affiliate on or
about April 1, 2007 in connection with the Acquisition, (i) the applicable waiting period of
Section 2.1 shall be waived and (ii) service with Keylink shall be treated for purposes of
determining such individual’s Years of Service under the Plan, as though it were service with an
Employer or Affiliate. The Committee may use and rely upon records maintained by Agilysys, Inc.,
and may use such equivalencies as the Committee determines is appropriate, to compute Hours of
Service in order to determine Years of Service to be credited to such employee based on his
employment with Keylink.



S14 - 1








 









SUPPLEMENT NO. 15



TO



ARROW ELECTRONICS STOCK OWNERSHIP PLAN



          In connection with the acquisition by Arrow Electronics, Inc., of Alternative Data Technology,
Inc. (“Alt Tech”), this Supplement No. 15 sets forth special provisions of the Plan that apply to
certain individuals who transferred from the employ of Alt Tech on or about November 30, 2006.


          S15.1 In the case of an individual who becomes an employee of an Employer or Affiliate on or
about November 30, 2006 in connection with the acquisition of Alt Tech, service with Alt Tech shall
be treated, for purposes of Section 2.1 and for purposes of determining such individual’s Years of
Service under the Plan, as though it were service with an Employer or Affiliate. The Committee may
use and rely upon records maintained by Alt Tech, and may use such equivalencies as the Committee
determines is appropriate to compute Hours of Service in order to determine Years of Service to be
credited to such employee based on his employment with Alt Tech.


          S15.2 An individual described in Section S15.1 shall become a Member on the first Entry Date
on or after January 1, 2007, on which he has satisfied the requirements of Section 2.1.




S15 - 1








 









SUPPLEMENT NO. 16



TO



ARROW ELECTRONICS STOCK OWNERSHIP 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.


          S16.1 “ACI” means ACI Electronics, LLC, a Delaware limited liability company.


          S16.2 Credit Under the Plan for Service with ACI. Effective on and after March 1,
2008, for purposes of determining eligibility to participate and vesting, an ACI Employee’s Hours
of Service and Years of Service under the Plan shall be determined by taking into account
employment with ACI prior to March 1, 2008 as if ACI had been an Affiliate prior to such date. The
Committee may use and rely upon records maintained by ACI to compute Hours of Service in order to
determine Years of Service to be credited to each ACI Employee.




S16 - 1