Ex.10(a)



 




Exhibit 10(a)




AMENDMENT NO. 1

TO

ARROW ELECTRONICS, INC. GRANTOR TRUST AGREEMENT

                  (as amended and restated
November 11,
2003)                  



WHEREAS, Arrow Electronics, Inc. (the “Company”) has created a grantor trust
(the “Trust”) with Wachovia Bank, N.A., a national association (the “Trustee”),
pursuant to an agreement originally entered into on June 28, 1998, which was
amended and restated in its entirety on August 27, 2002 and again on November
11, 2003 (the “Agreement”);



WHEREAS, effective October 1, 2004, the Company adopted the Arrow Electronics,
Inc. Executive Deferred Compensation Plan and desires to include that Plan as
an additional Arrangement under the Agreement, the assets in respect of which
are to be held in a separate Benefit Fund within the meaning of the Agreement;
and



NOW, THEREFORE, the Company and the Trustee hereby agree pursuant to Section 14
of the Agreement to amend the Agreement in the following respects:





	1.	 	A new Section 17 is added to read as follows:





	 	 	Section 17. Arrow Electronics, Inc. Executive Deferred Compensation Plan.





	 	(a)	 	The Arrow Electronics, Inc. Executive Deferred Compensation
Plan, adopted effective October 1, 2004 and as in effect from time
to time thereafter (the “DCP”), shall constitute a separate
Arrangement hereunder effective October 1, 2004.
	 
	 	(b)	 	The assets contributed to the Trust in respect of the DCP
shall be held in a separate Benefit Fund (within the meaning of
Section 1(g)), which shall at all times be separately invested (and
the grant of discretion to provide otherwise in Section 1(g)(5)
shall not apply).
	 
	 	(c)	 	The second, third and last sentences of Section 6(d)
(restricting investments after a Change of Control to high quality
fixed income investments) shall not apply, and the investment of the
assets of such separate Benefit Fund shall be determined by the
Trustee by applying the criteria in clauses (1), (2) and (3) of the
fourth sentence of Section 6(d) to the DCP as a separate
Arrangement.
	 
	 	(d)	 	Attachment II and references thereto in the Trust Agreement
shall not apply to the obligations under the DCP, and such
obligations and the assets of the separate Benefit Fund in respect
thereof shall be disregarded in determining amounts that must be
contributed to the Trust in respect of other Arrangements.





	2.	 	A new paragraph 3 is added to the listing of Arrangements in Attachment I,
to read as follows:



 









 










	3.	 	The Arrow Electronics, Inc. Executive Deferred
Compensation Plan, effective October 1, 2004.




IN WITNESS WHEREOF, the instrument of amendment of the Agreement has been
executed on behalf of the parties hereto this 17th day of September, 2004, to
be effective as of October 1, 2004.



	 	 	 
	ARROW ELECTRONICS, INC.

	 	WACHOVIA BANK, N.A.
	 
	 
	By:  /s/
Peter S. Brown

	 	By:  /s/ Alan C. Frazier
	 
	Its:  Senior Vice President

	 	Its:  Senior Vice President
	 
	ATTEST:

	 	ATTEST:
	 
	 
	By:  /s/
Fran Ceraso

	 	By:  /s/ Beverley H. Wood
	 
	Its:  Executive Assistant

	 	Its:  Senior Vice President







 









 





ATTACHMENT I




     1. Arrow Electronics, Inc. Supplemental Executive Retirement Plan, as
amended effective January 1, 2002, including a plan document bearing that name
and applicable to all Participants and, with respect to each individual
Participant, (1) a letter advising of his or her Participant status and the
date it commenced, the date the Participant is first eligible to retire, his or
her annual pension available at such retirement, the maximum pension to which
the Participant may become entitled, and the date when he or she is first
eligible for that maximum pension, and (2) any individual agreement with such
Participant pertinent thereto.



     2. The Arrow Electronics, Inc. Management Insurance Program, consisting of
individual agreements with the individuals participating therein.



     3. The Arrow Electronics, Inc. Executive Deferred Compensation Plan,
effective October 1, 2004.