TABLE OF CONTENTS

INTRODUCTION *

ARTICLE I Definitions *

1.1 Accounts. *
1.2 Administrator. *
1.3 Affiliate. *
1.4 Applicable Plan Year. *
1.5 Appropriate Form. *
1.6 Beneficiary. *
1.7 Board of Directors. *
1.8 Code. *
1.9 Common Stock. *
1.10 Company. *
1.11 Compensation. *
1.12 Contribution Agreement. *
1.13 Date of Hire. *
1.14 Disability. *
1.15 Effective Date.. *
1.16 Elective Account. *
1.17 Elective Contributions.. *
1.18 Elective Deferral Limit. *
1.19 Eligible Employee. *
1.20 Employer. *
1.21 Entry Date. *
1.22 ERISA. *
1.23 ESOP Contributions. *
1.24 Fund. *
1.25 Highly Compensated Employee. *
1.26 Hour of Service.. *
1.27 Investment Adjustments. *
1.28 Investment Fund. *
1.29 Loan Account. *
1.30 Loan Fund. *
1.31 Matching Account. *
1.32 Matching Contributions. *
1.33 Member. *
1.34 Normal Retirement Date. *
1.35 One-Year Break in Service. *
1.36 Plan. *
1.37 Plan Year. *
1.38 Prior Plan Account. *
1.39 Rollover Account. *
1.40 Rollover Contribution. *
1.41 Section 401(k) Member. *
1.42 Termination of Employment. *
1.43 Total Earnings. *
1.44 Trust Agreement. *
1.45 Trustee. *
1.46 Valuation Date. *
1.47 Vested Percentage.. *
1.48 Year of Employment.. *
1.49 Year of Membership.. *
1.50 Year of Service. *

ARTICLE II Membership *

2.1 In General.. *
2.2 Service with Affiliates. *
2.3 Contribution Agreement Required for Elective Contributions. *
2.4 Transfers. *
2.5 Transfers Between Employers.. *
2.6 Reemployment. *

ARTICLE III Contributions *

3.1 Elective Contributions. *
3.2 Matching Contributions. *
3.3 Section 401(k) Limit on Elective Contributions. *
3.4 Section 401(m) Limit on Matching Contributions. *
3.5 Special Rules. *
3.6 Rollovers. *
3.7 Maximum Limit on Allocation. *
3.8 Form of Payment. *
3.9 Contributions May Not Exceed Amount Deductible. *
3.10 Contributions Conditioned on Deductibility and Plan Qualification. *
3.11 Expenses. *
3.12 No Employee Contributions. *
3.13 Profits Not Required. *
3.14 Contributions for Military Service. *

ARTICLE IV Vesting *

4.1 Elective Account and Prior Plan Account. *
4.2 Matching Account. *
4.3 Forfeitures. *
4.4 Reemployment. *
4.5 Irrevocable Forfeitures. *

ARTICLE V Accounts and Designation of Investment Funds *

5.1 Investment of Account Balances. 2 through 5.4. *
5.2 Designation of Investment Funds for Future Contributions. *
5.3 Designation of Investment Funds for Existing Account Balances. *
5.4 Valuation of Investment Funds. *
5.5 Correction of Error.. *
5.6 Allocation Shall Not Vest Title. *
5.7 Statement of Accounts. *
5.8 Daily Valuation. *

ARTICLE VI Limitation on Maximum Contributions and Benefits Under all Plans *

6.1 Definitions. *
6.2 Limitation on Annual Additions. *
6.3 Coverage by Defined Benefit Plan. *
6.4 Application. *
6.5 Limitation Year. *
6.6 Correlation with Higher ESOP Limit. *

ARTICLE VII Distributions, Withdrawals and Loans *

7.1 Distribution on Termination of Employment.. *
7.2 Withdrawals during Employment. *
7.3 Loans during Employment. *
7.4 Loan Requirements. *
7.5 Loan Expenses. *
7.6 Funding. *
7.7 Repayment. *
7.8 Valuation. *
7.9 Allocation among Investment Funds.. *
7.10 Disposition of Loan Upon Certain Events. *
7.11 Withdrawals from Plan While Loan is Outstanding. *
7.12 Compliance with Applicable Law. *
7.13 Default. *
7.14 Conversion of Loan to Hardship Distribution. *

ARTICLE VIII Payment of Benefits *

8.1 Payment of Benefits. *
8.2 Death Benefits. *
8.3 Non-Alienation of Benefits.. *
8.4 Doubt as to Right to Payment. *
8.5 Incapacity.. *
8.6 Time of Commencement of Benefits. 67
8.7 Payments to Minors. *
8.8 Identity of Proper Payee. *
8.9 Inability to Locate Distributee. *
8.10 Estoppel of Members and Their Beneficiaries.. *
8.11 Qualified Domestic Relations Orders. *
8.12 Benefits Payable Only from Fund. *
8.13 Prior Plan Distribution Forms. *
8.14 Restrictions on Distribution. *
8.15 Direct Rollover of Eligible Rollover Distributions. *

ARTICLE IX Beneficiary Designation *

9.1 Designation of Beneficiary.. *
9.2 Spouse as Presumptive Beneficiary.. *
9.3 Change of Beneficiary.. *
9.4 Failure to Designate. *
9.5 Proof of Death, etc. *
9.6 Discharge of Liability. *

ARTICLE X Administration of the Plan *

10.1 Fiduciary. *
10.2 The Administrator. *
10.3 Powers and Discretion of Administrator. *
10.4 Advisers. *
10.5 Service in Multiple Capacities. *
10.6 Limitation of Liability; Indemnity. *
10.7 Reliance on Information. *
10.8 Funding Policy. *
10.9 Proper Proof. *
10.10 Genuineness of Documents. *
10.11 Members May Direct Investments. *
10.12 Committee. *

ARTICLE XI The Trust Agreement *

11.1 The Trust Agreement.. *
11.2 No Diversion of Trust Fund. *
11.3 Duties and Responsibilities of the Trustee. *

ARTICLE XII Amendment *

12.1 Right of the Company to Amend the Plan.. *
12.2 Plan Merger. *
12.3 Amendments Required by Law.. *
12.4 Right to Terminate. *
12.5 Termination of Trust. *
12.6 Continuation of Trust. *
12.7 Discontinuance of Contributions. *

ARTICLE XIII Miscellaneous Provisions *

13.1 Plan Not a Contract of Employment. *
13.2 Merger. *
13.3 Claims Procedure. *
13.4 Prior Family Aggregation Rule. *
13.5 Controlling Law. *
13.6 Separability 94
13.7 Captions. *
13.8 Usage. *

ARTICLE XIV Leased Employees *

14.1 Definitions. *
14.2 Treatment of Leased Employees.. *
14.3 Exception for Employees Covered by Plans of Leasing Organization. *
14.4 Construction. *

ARTICLE XV "Top-Heavy" Provisions *

15.1 Determination of "Top-Heavy" Status. *
15.2 Provisions Applicable in "Top-Heavy" Plan Years. *

SUPPLEMENT NO. 1 S1-*
SUPPLEMENT NO. 2 S2-*
SUPPLEMENT NO. 3 S3-*
SUPPLEMENT NO. 4 S4-*
SUPPLEMENT NO. 5 S5-*
SUPPLEMENT NO. 6 S6-*
SUPPLEMENT NO. 7 S7-*
SUPPLEMENT NO. 8 S8-*
SUPPLEMENT NO. 9 S9-*
SUPPLEMENT NO. 10 S10-*
SUPPLEMENT NO. 11 S11-*
SUPPLEMENT NO. 12 S12-*

 

ARROW ELECTRONICS

SAVINGS PLAN

Restated to Reflect Amendments Adopted Through February 15, 2002

ARROW ELECTRONICS SAVINGS PLAN

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

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

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

The Plan is hereby further restated to include amendments adopted since the last restatement and additional changes, including those deemed necessary or advisable to comply with the provisions of the Uruguay Round Agreements Act (also referred to as GATT), the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the IRS Restructuring and Reform Act of 1998, and the Community Renewal Tax Relief Act of 2000, as well as other amendments determined by the Company to be appropriate to further the purposes of the Plan, effective as the respective dates set forth or as required by law, provided that clarifications of existing provisions are effective as of the same dates as the provisions which they clarify. The restated Plan also eliminates as "deadwood" provisions no longer necessary, such as those relating to Class Year Accounts (which have all become fully vested and no longer require separate accounting), and Basic Contributions (profit-sharing contributions made under a predecessor plan) all of which are now included in Members Matching Accounts. References herein to sections that have been renumbered as a result of any of the foregoing changes shall, where the context requires, include references to corresponding sections of the Plan as previously in effect.

The Plan as restated February 15, 2002 reads as follows:

Article I

Definitions

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

1.1 Accounts. A Members Elective Account, Loan Account, Matching Account, Prior Plan Account and Rollover Account, as applicable.

1.2 Administrator. An individual or committee appointed by the Board of Directors to administer the Plan pursuant to Article X.

1.3 Affiliate. Any of the following:

1.3.1 Controlled Group Affiliate. Any trade or business (other than an Employer), whether or not incorporated, which at the time of reference controls, is controlled by, or is under common control with an Employer within the meaning of section 414(b) or 414(c) of the Code (including any division of an Employer not participating in the Plan) and, for purposes of Article VI, section 415(h) of the Code (a "Controlled Group Affiliate").

1.3.2 Affiliated Service Groups, etc. Any (a) member of an affiliated service group, within the meaning of section 414(m) of the Code, that includes an Employer, or (b) organization aggregated with an Employer pursuant to section 414(o) of the Code, to the extent required by such sections or section 401(k) or (m) of the Code.

1.4 Applicable Plan Year. The current Plan Year.

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

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

1.7 Board of Directors. The Board of Directors of the Company.

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

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

1.10 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.

1.11 Compensation. Gross cash compensation paid by an Employer to an Eligible Employee while he is a Member, determined before giving effect to any Contribution Agreement under this 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, effective January 1, 2001, 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, or expense reimbursements (such as but not limited to relocation and tuition expense reimbursements and nontaxable car allowances), but shall include taxable car allowances. Compensation taken into account for any Member for any Plan Year beginning on or after January 1, 1994, shall not exceed one hundred fifty thousand dollars ($150,000) (as adjusted from time to time for increases in the cost of living in accordance with section 401(a)(17) of the Code) (the "Compensation Limit"). If the period for determining Compensation is a short plan year (i.e., shorter than 12 months), the annual Compensation limit is an amount equal to the otherwise applicable annual Compensation limit multiplied by a fraction, the numerator of which is the number of months in the short plan year and the denominator of which is 12.


 

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