Restricted Stock Plan

EXHIBIT 10(j)(i)


ARROW ELECTRONICS, INC.

RESTRICTED STOCK PLAN - 1991
(as amended and restated) Through March 1995


ARTICLE 1


Establishment and Purpose


1.1 Establishment. Arrow Electronics, Inc., a New York corporation (the "Company"), hereby amends and restates its restricted stock plan for executives as described herein which shall be known as THE ARROW ELECTRONICS, INC. RESTRICTED STOCK PLAN, as amended and restated (the "Plan").


1.2 Purpose. The Plan is intended to promote the interests of the Company by providing a method pursuant to which certain key employees of the Company and its Subsidiaries may become owners of shares of Arrow Electronics, Inc. common stock, par value $1.00 per share ("Shares"), under the terms and conditions of, and in the manner contemplated by, this Plan and thereby encourage such employees to continue in the employ of the Company or a Subsidiary.


ARTICLE 2


Administration


2.1 Administration. The Plan shall be administered by the Board of Directors of the Company (the "Board"). The Board may appoint a committee (the "Committee") consisting of three or more directors to administer the Plan and may to the full extent permitted by law, authorize and empower such Committee to do any and all things which the Board is authorized or empowered to do with respect to the Plan. If a Committee is appointed, no member thereof shall be an employee of the Company or a Subsidiary or shall have been eligible within one year prior to his appointment to receive awards of Shares ("Awards") under the Plan or to receive awards under any other plan of the Company or its Subsidiaries under which participants are entitled to acquire stock or stock options of the Company or any of its Subsidiaries. All subsequent references herein to the Committee shall be deemed to refer to the Board if at the time there is no Committee serving.


2.2 Powers of the Committee. The Committee shall have all the powers vested in it by the terms of the Plan, such powers to include exclusive authority (within the limitations described herein) to select the employees to be granted Awards under the Plan, to determine the size and terms of the Awards to be made to each employee selected, to


determine the time when Awards will be granted, and to prescribe the form of the instruments, if any, embodying Awards made under the Plan. The Committee shall be authorized to interpret the Plan and the Awards granted under the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations which it believes necessary or advisable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent the Committee deems desirable to carry it into effect. Any decision of the Committee in the administration of the Plan, as described herein, shall be final and conclusive. The Committee may act only by a majority of its members in office, except that the members thereof may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee.


ARTICLE 3


Eligibility and Participation


3.1 Eligibility. Shares, subject to restrictions as hereafter specified, may be awarded only to key employees of the Company or a Subsidiary.


3.2 Restricted Stock Awards. The Committee shall determine the persons to whom Awards of Shares, subject to restrictions as hereafter specified, will be made, the number of Shares covered by each Award, and the time or times when Awards will be made. The Committee shall also determine whether an employee to whom an Award under this Plan is made shall be required to purchase the Shares subject to the Award from the Company for an amount determined by the Committee but not in excess of $1.00 per Share. If payment of such an amount is required, it shall be paid prior to the issuance of the Shares to the employee.


ARTICLE 4


Shares Subject to Plan


4.1 Shares Subject to Plan. There may be issued under the Plan an aggregate of not more than 1,480,000 Shares, subject to adjustment as provided in Section 4.2. Shares issued pursuant to the Plan may be either authorized but unissued Shares or reacquired Shares, or both. If any Shares issued under the Plan shall be reacquired by the Company pursuant to Section 5.2, suc ...