EXHIBIT 10-1

                             Arrow Electronics, Inc.
                           2004 Omnibus Incentive Plan
           Non-Employee Director Restricted Stock Unit Award Agreement


Grantee:

Grant Date:

Number of Restricted
Stock Units:

THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (the
"Agreement") dated as of ________, 200__ is between Arrow Electronics, Inc., a
New York Corporation (the "Company") and [Name] (the "Grantee"). In
consideration of mutual promises and covenants made in this Agreement and the
mutual benefits to be derived from this Agreement, the Company and Grantee agree
as follows:

Subject to the provisions of this Agreement and the provisions of the Arrow
Electronics, Inc. 2004 Omnibus Incentive Plan (the "Plan"), the Company hereby
grants to the Grantee the number of restricted stock units shown above (the
"Restricted Stock Units") as of __________, 200___ (the "Grant Date"). Each
Restricted Stock Unit constitutes a "Non-Employee Director Award" under Article
13 of the Plan with respect to one share of Common Stock. Capitalized terms used
and not defined in this Agreement have the meanings given to them in the Plan.

     1)   Vesting - Subject to the provisions of Section 5(a) of this Agreement,
          the Restricted Stock Units will become non-forfeitable on the one-year
          anniversary of the Grant Date or at the next annual meeting of the
          shareholders of the Company if earlier.

     2)   Restriction Period - The Restriction Period is the time between the
          Grant Date and the one-year anniversary of the date on which the
          Grantee's service on the Board terminates.

     3)   Rights of Shareholder -The Grantee shall not be entitled to any
          privileges of ownership of shares of Common Stock with respect to
          these Restricted Stock Units unless and until shares of Common Stock
          are actually delivered to the grantee pursuant to this Agreement.

     4)   Dividends - In the event that dividends are paid, the Grantee will be
          credited as of the date each such dividend is paid with additional
          Restricted Stock Units having a value equal to the aggregate amount of
          the dividend that would have been paid with respect to the Grantee's
          Restricted Stock Units if they had been actual shares of Common Stock,
          based on the Fair Market value of a share of Common Stock on the
          applicable dividend payment date. Such additional Restricted Stock
          Units shall also be credited with additional Restricted Stock Units as
          dividends are paid therafter, and shall be subject to the same
          restrictions and conditions as the Restricted Stock Unit with respect
          to which they were credited.


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5) Forfeiture and Settlement of Units -

     a.   The Restricted Stock Units shall be forfeited if the service of the
          Grantee on the Board is terminated for any reason prior to the
          one-year anniversary of the Grant Date or the next annual shareholders
          meeting if earlier: provided, however, that if the Grantee's service
          on the Board terminates by any reason of the Grantee's death or
          Disability, the Restricted Stock Units shall become non-forfeitable
          and will be settled as soon as practicable after the date of death or
          Disability. In the event of the Grantee's death (whether while the
          Grantee is a member of the Board or after such membership has
          terminated), such settlement shall be by delivery to the Grantee's
          beneficiary or beneficiaries (as determined under the Plan), as soon
          as practicable after the date of such death, of a number of shares of
          Common Stock equal to the number of Restricted Stock Units. If the
          Grantee has failed to designate a beneficiary, or if the designated
          beneficiary of the Grantee dies before the Grantee or before the
          complete payment of the amounts distributable under this Agreement,
          the amounts to be paid under this Agreement shall be paid to the legal
          representative or representatives of the estate of the last to die of
          the Grantee and the beneficiary.

     b.   Unless earlier forfeited or settled pursuant to Section 5(a) of this
          Agreement, Restricted Stock Units shall be settled at the end of the
          Restricted Period. Each Restricted Stock Unit settled pursuant to this
          Section 5 shall be settled by delivery of one share of Common Stock.
          Any fractional Restricted Stock Units shall be rounded to the nearest
          whole number.

6)   Change of Control and Corporate Events - Notwithstanding any other
     provision of this Agreement, in the event of a Change of Control, all
     outstanding Restricted Stock Units held by the Grantee on the effective
     date of the Change of Control, whether or not then vested, shall be settled
     as soon as practicable after the Change of Control by payment to the
     Grantee of an amount in cash equal to the Fair Market Value of a share of
     Common Stock on the date of the Change of Control times the number of such
     Restricted Stock Units. In the event of any change of capitalization or
     other event described in Section 4.4 of the Plan, the Restricted Stock
     Units shall be adjusted pursuant to the terms of such Section 4.4 of the
     Plan.


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7)   Transferability - Except as otherwise determined by the Board, Restricted
     Stock Units granted under this agreement are not transferable by Grantee,
     whether voluntary or involuntary, by operation of law or otherwise, during
     the Restriction Period, except as provided in the Plan. Any assignment,
     pledge, transfer or other disposition, voluntary or involuntary, of these
     Restricted Stock Units made, or attachment, execution, garnishment, or lien
     issued against or placed upon the Restricted Stock Units, shall be void.

8)   Administration - This Agreement and the rights of the Grantee hereunder are
     subject to all the terms and conditions of the Plan, as the same may be
     amended from time to time, as well as to such rules and regulations as the
     Board may adopt for administration of the Plan. It is expressly understood
     that the Board is authorized to administer, construe, and make all
     determinations necessary or appropriate to the administration of the Plan
     and this Agreement, all of which shall be binding upon Grantee. Any
     inconsistency between this Agreement and the Plan shall be resolved in
     favor of the Plan.

9)   Miscellaneous -

     a.   This Agreement shall not confer upon Grantee any right to continue as
          a member of the Board, nor shall this Agreement interfere in any way
          with the right of the Company's stockholder's to terminate the
          Grantee's Board service at any time.

     b.   This Agreement shall be subject to all applicable laws, rules and
          regulations and to such approvals by any governmental agencies or
          national securities exchange, as may be required.

     c.   To the extent not preempted by Federal Law, this Agreement shall be
          governed by, and construed in accordance with the laws of the State of
          Delaware.

     d.   This Agreement may only be amended or terminated by a writing executed
          by both parties hereto.

     e.   This Agreement shall be binding upon, and inure to the benefit of, the
          Company and its successors and assigns, and upon any person acquiring,
          whether by merger, consolidation, purchase of assets or otherwise, all
          or substantially all of the Company's assets and business.

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IN WITNESS WHEREOF, as of the date first above written, the Company has caused
this Agreement to be executed on its behalf by a duly authorized officer and the
Grantee has hereunto set the Grantee's hand.


                             Arrow Electronics, Inc.


                                            By:
                                                --------------------------------


                                            Grantee:

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