Wyle Electronics Retirement Plan

WYLE ELECTRONICS RETIREMENT PLAN
(as amended and restated February 15, 2002)


Table of Contents

ARTICLE I PURPOSE AND LIMITATIONS..........................3
1.1 Purposes.........................................3
1.2 Limitation on Reversionary Right.................3
1.3 Limitation on Employee Rights....................3


ARTICLE II DEFINITION OF TERMS..............................4
2.1 Actuarial Value or Equivalent....................4
2.2 Affiliate........................................4
2.3 Annuity Commencement Date........................4
2.4 Armed Forces Services............................5
2.5 Board of Directors...............................5
2.6 Code 5
2.7 Company..........................................5
2.8 Credited Services................................6
2.9 Defined Benefit Plan.............................7
2.10 Defined Contribution Plan........................7
2.11 Effective Date...................................7
2.12 Employee.........................................7
2.13 Employee Benefits Committee......................8
2.14 Employer.........................................9
2.15 ERISA............................................9
2.16 Final Average Earnings...........................9
2.17 Highly Compensated Employee.....................12
2.18 Hours of Service................................12
2.19 Leave of Absence................................15
2.20 Participant.....................................15
2.21 Participating Units.............................15
2.22 Plan Year.......................................18
2.23 Termination of Employment.......................18
2.24 Year of Vesting Credit Service..................18


ARTICLE III ELIGIBILITY.....................................20


ARTICLE IV RETIREMENT DATE.................................21

4.1 Normal Retirement Date..........................21
4.2 Early Retirement Date...........................21
4.3 Deferred Retirement Date........................22
4.4 Effect of Reemployment upon Payment
and Amount of Benefits: ........................23
4.5 Additional Rule of Deferred Retirement
Retirement Window...............................24

ARTICLE V TRANSFER OF EMPLOYEES...........................26


ARTICLE VI AMOUNT OF RETIREMENT INCOME.....................27

6.1 Amount of Retirement Benefit....................27
6.2 Payment of Benefit..............................29
6.3 Statutory Limitations...........................29
6.4 Participation in Defined Contribution Plan......35
6.5 Other Definitions...............................38


ARTICLE VII PAYMENT OF RETIREMENT BENEFITS..................40
7.1 Commencement of Payment.........................40
7.1 Absent Participant..............................41


ARTICLE VIII FORM OF RETIREMENT BENEFITS.....................42
8.1 Forms of Payment................................42
8.1 Other Rules.....................................44
8.1 Preretirement Spousal Death Benefit.............46
8.1 Small Benefit...................................46


ARTICLE IX TERMINATION OF SERVICE..........................49
9.1 Vesting Requirement.............................49
9.2 Accrued Benefit.................................50
9.3 Reemployment After Distribution.................50
9.4 Repayment Privilege.............................51
9.5 Direct Rollover Option..........................51

ARTICLE X COMPANY CONTRIBUTIONS...........................54

10.1 Conditions on Contributions.....................54
10.2 Uses of Forfeitures.............................54
10.3 Limitations on Obligation to Contribute.........55


ARTICLE XI EMPLOYEE BENEFITS COMMITTEE.....................56

11.1 Establishment...................................56
11.2 Resignation or Removal..........................56
11.3 Procedures......................................56
11.4 Meetings........................................56
11.5 Action Without Meeting..........................57
11.6 Compensation....................................57
11.7 Powers and Discretion...........................57
11.8 Professional Assistance.........................59
11.9 Indemnification.................................59
11.10 Spousal Claims..................................60
11.11 Named Fiduciary.................................60
11.12 Claims..........................................60
11.13 Recovery of Overpayments........................60
11.14 Expenses........................................61


ARTICLE XII FUNDING.........................................62

12.1 Funding Agent...................................62
12.2 Procedure for Payment of Benefits...............62
12.3 Status of Funding Agent.........................62


ARTICLE XIII AMENDMENTS TO PLAN..............................64


ARTICLE XIV [RESERVES] .....................................65


ARTICLE XV Termination Of The Plan.........................66

15.1 Right to Terminate-Procedure....................66
15.2 Method of Settlement............................71
15.3 Merger..........................................71


ARTICLE XVI Leased Employees................................72
16.1 Definitions.....................................72
16.2 Treatment of Leased Employees...................72
16.3 Exception for Employees Covered by Plans
of Leasing Organization.........................73
16.4 Construction....................................73


ARTICLE XVII MISCELLANEOUS...................................74
17.1 Antialienation..................................74
17.2 Applicable Law.................................74
17.3 Look Back Year.................................74


ARICLE XVIII [RESERVED] .....................................76


ARTICLE XIX TOP-HEAVY PROVISIONS............................77


ARTICLE XX SPECIAL PROVISIONS APPLICABLE TO MEMEC LLC
AND ITS SUBSIDIARIES............................81
20.1 Special Definitions.............................81
20.2 "Memec Employees"...............................81
20.3 Memec Employees No Longer Active
Participants Under the Plan.....................81


ARTICLE XXI Benefit Freeze..................................82


ARTICLE XXII Applicable Mortality Table on and
After December 31, 2002.........................83


WYLE ELECTRONICS RETIREMENT PLAN


PREAMBLE


The Wyle Electronics Retirement Plan set forth herein (the "Plan") was initially adopted effective February 1, 1973. The Plan was amended and restated effective February 1, 1989 and was subsequently amended and restated effective December 17, 1993 to reflect, in each case, amendments adopted since the prior restatement, to conform with applicable statutes and regulatory requirements, and to make other changes deemed desirable in order to effect the purposes of the Plan.

The Plan is hereby further restated to incorporate amendments adopted through December 31, 2000 and in order to make changes deemed necessary or advisable to comply with changes in applicable law, including those necessary to comply with the provisions of the Uniformed Services Employment and Reemployment Rights Act of 1994, the Uruguay Round Agreements Act (also referred to as GATT), the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, 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 of the dates required by such provisions of law or as expressly set forth, provided that clarifications of existing provisions are effective as of the same dates as the provisions which they clarify. References herein to Paragraphs whose numbering has changed since the prior Plan restatement shall, where the con text so requires, refer to corresponding Paragraphs of the Plan as previously in effect. The Plan as so restated reads as follows:


ARTICLE I

PURPOSES AND LIMITATIONS


1.1 Purposes . The Company, in order to encourage the loyalty, efficiency, continuity of service and productivity of its Employees, heretofore established the WYLE ELECTRONICS RETIREMENT PLAN, which is sometimes referred to herein as the "Plan".

1.2 Limitation on Reversionary Right . Prior to the satisfaction of all liabilities with respect to Employees and their beneficiaries under the Plan, and, subject to the provisions of Paragraph 10.1 hereof permitting the refund of nondeductible contributions, no part of the principal or income which is to be contributed as hereinafter described is to be used for or diverted to purposes other than those which are for the exclusive benefit of such Employees or their beneficiaries.


1.3 Limitation on Employee Rights . The establishment of this Plan shall not be construed as giving any Employee or any person any legal or equitable right as against the Company or any other Employer or the Employee Benefits Committee, unless such right is specifically provided for in this document, nor shall it be construed as giving any Employee the right to be retained in the service of any Employer.


ARTICLE I

DEFINITION OF TERMS


The following terms shall have the meaning set forth below unless the context clearly requires otherwise.

2.1 Actuarial Value or Equivalent . References to the value of benefits or their actuarial equivalent shall mean the dollar value or amount of such benefits in the form and at the applicable time computed on the basis of the actuarial factors or assumptions (including interest and mortality) specified in the Plan.

2.2 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. The term Affiliate shall also mean any member of an affiliated service group, within the meaning of section 414(m) of the Code, that includes an Employer, or organization aggregated with an Employer pursuant to section 414(o) of the Code, to the extent required by such sections. No entity shall be treated as an Affiliate for any period pri or to the date on which its relationship with the Employers described in the foregoing two sentences begins, nor any period after such relationship ends.

2.3 Annuity Commencement Date . The first day of the first period for which a benefit under this Plan is paid as an annuity or, in the case of a lump sum distribution, the scheduled date of distribution (determined in either case without regard to administrative delays in the making or commencement of payment). Where applicable, the Annuity Commencement Date with respect to an annuity shall be the date duly elected by the Participant, such as an Early Retirement Date as described in Paragraph 4.2, or the Normal Retirement Date (as defined in Paragraph 4.1) for a Participant who has terminated employment and has not deferred commencement of payment to a later date (not later than the date provided in Paragraph 7.1(b)), by either affirmative election or failure to elect his form of benefit or to provide the information necessary for payment to commence.


2.4 Armed Forces Services . Effective December 12, 1994, notwithstanding any provision of this Plan to the contrary, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. Service credits so required that are based on Hours of Service shall be determined by crediting forty (40) Hours of Service for each week of such absence for service in the Armed Forces of the United States. If a Participant shall die or become disabled during his absence for military service as set forth herein, his term of employment shall be considered as having continued up to the date of his death or disability.


2.5 Board of Directors . The Board of Directors of the Company, or any duly authorized thereof.


2.6 Code . The Internal Revenue Code of 1986, as amended from time to time.


2.7 Company . Prior to January 1, 1995, Wyle Laboratories. Effective January 1, 1995 to October 16, 2000, Wyle Electronics, a corporation organized and existing pursuant to the laws of the State of California, and thereafter, Arrow Electronics, Inc. (successor by merger to Wyle Electronics).


2.8 Credited Service . Credited Service shall consist of the number of years and full calendar months during which a person shall have served as an Employee as defined in Paragraph 2.12 with (i) any Original Participating Unit or Units designated as such under Paragraph 2.21(a) hereof, or (ii) any other Participating Unit, but only with respect to such service as shall be rendered after the date specified regarding such Unit in Paragraph 2.21(b). Any calendar month during which an Employee shall have served more than fifteen days shall be deemed to be a full month and any month during he shall have served less than sixteen days shall be disregarded.

After 1994 Credited Service shall consist of all periods during which a person shall have served as an Employee as defined in Paragraph 2.12 with (i) any Original Participating Unit or Units designated as such under Paragraph 2.21(a) hereof, or (ii) any other Participating Unit, but only with respect to such service as shall be rendered after the date specified regarding such Unit in Paragraph 2.21(b); provided that Credited Service for any Employee hired after such date, or after the Effective Date in the case of an Employee of any Original Participating Unit, shall commence on the date of such Employee's commencement of participation under the Plan as provided in Article III. For these purposes, an Employee's period of severance following a separation from service shall not be considered as a period of employment, but any absence not occurring as consequence of a separation from service shall be considered as a period of employment. An Employee shall be credited with a full month of service for the month in which his or her separation from service shall occur. With respect to Participants who do not complete an Hour of Service after January 31, 1988, Credited Service shall not include any service rendered by an Employee after (i) the date on which he shall have attained sixty-five (65) years of age if such date shall be the first day of a calendar month or (ii) in all other cases, after the calendar month during which he or she shall have attained sixty-five (65) years of age. Credited Service for a Participant who transfers from employment with another Employer to employment with Arrow Electronics, Inc. between October 16, 2000 and December 31, 2000 shall include the period of such employment with Arrow Electronics, Inc through December 31, 2000. In accordance with Article XXI, no period after December 31, 2000 shall be includible in Credited Service.


2.9 Defined Benefit Plan . The term "Defined Benefit Plan" shall have the same meaning as provided in Section 3(35) of ERISA.


2.10 Defined Contribution Plan . The term "Defined Contribution Plan" shall have the same meaning as provided in Section 3(34) of ERISA.


2.11 Effective Date . The original effective date of the Plan was February 1, 1973.


2.12 Employee . Every employee of an Employer who is employed in a Participating Unit (as defined in Paragraph 2.21) excluding, however, the following employees:

(a) Any employee of the Electronics Enclosures Division who is a member of a bargaining unit.

(b) Any employee of the Angle Products Division, the Lewis Machine Division, or the Central Petroleum Division, who is a member of any union bargaining unit.

(c) Any employee of Pal-Vin Machine Division who is compensated on an hourly basis.

(d) Any employee of Redwing Carriers, Inc. who is compensated other than on a salaried basis.

(e) Any person employed by an Employer exclusively on an "on call" basis.

(f) Effective October 1, 1995, any nonresident alien who receives no earned income (within the meaning of Section 911(d)(2) of the Code) from an Employer which constitutes income from sources within the United States (within the meaning of Section 861(a)(3) of the Code).

Service with an Employer in any of the categories described in this Paragraph 2.12 (or with an Affiliate), shall in all circumstances be taken into account in calculating the Years of Vesting Credit Service under Paragraph 2.24 hereof.

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 a consultant or 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.


2.13 Employee Benefits Committee . The Committee appointed by the Board of Directors to administer the Plan.


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


2.15 ERISA . The Employee Retirement Income Security Act of 1974, as amended.


2.16 Final Average Earnings .

(a) Participant's Final Average Earnings . A Participant's Final Average Earnings shall be his average monthly compensation for the five years in his Final Employment Period during which he shall have been most highly compensated or, if his Final Employment period shall be less than five years, his average monthly compensation during his Final Employment Period.

For purposes of this Article, the five years referred to above shall be Plan Years to the extent that they are years beginning before February, 1989, and shall be calendar years to the extent that they are years beginning after 1988.

(b) Final Employment Period . A Participant's Final Employment Period shall be the most recent ten-year period of service with an Employer or any Affiliate as of December 31, 2000. Such ten-year period shall be determined in accordance with the following table:


First Day of Employment

Most Recent Ten-Year Period of Service Commences

Terminates


Before

February, 1989


Later of:

(a) Plan Year commencing in ninth calendar year prior to calendar year of termination of employment

or

(b) Plan Year in which first day of employment occurred


Calendar Year

of termination

of employment

February, 1989

or later

Later of:

(a) Calendar Year commencing in ninth calendar year prior to calendar year of termination of employment,

or

(b) Calendar Year in which first day of employment occurred

Calendar Year

of termination

of employment

Effective January 1, 1989, "Calendar Year" shall be substituted for "Plan Year".

Notwithstanding the foregoing, the accrued benefit of any Employee who was a Participant on January 31, 1989, shall never be less than the amount of such benefit calculated by applying the definition of Final Average Earnings and Final Employment Period in effect on January 31, 1989, the date on which the Plan was amended to provide the definitions contained in subparagraphs (a) and (b) of this Paragraph.

(c) Compensation . The Compensation to be taken into account is the salary, wage or commission paid to the Employee, including overtime pay, vacation pay and bonuses, exclusive of expenses, subsistence allowance or any other extra payments in a Plan Year. Furthermore, compensation for those personnel who are compensated on a commission basis and who are required to pay their own expenses from such commissions shall be an amount equal to the total commissions paid or accrued to such personnel. Compensation shall be determined before giving effect to any elective reductions described in Section 401(k) of the Code, or pursuant to a cafeteria plan described in Section 125 of the Code or in accordance with Section 132(f)(4) of the Code.

Compensation of any Participant in excess of Two Hundred Thousand Dollars in any Plan Year commencing prior to January 1, 1994, and One Hundred Fifty Thousand Dollars for Plan years commencing after December 31, 1993 shall not be taken into account except to the extent that said limitation is adjusted for any year as provided in Section 401(a)(17) of the Code. The family aggregation rules in effect prior to January 1, 1997 are repealed as of that date.

With respect only to each Participant who is a Section 401(a)(17) Employee as defined in Treasury Regulations Section 1.401(a)(17)-1(e)(2)(i), the preceding provisions of this subparagraph shall be applied so that such Participant's accrued benefit in each Year, commencing with the Year beginning February 1, 1989 (the statutory effective date as defined in Treasury Regulations Section 1.401(a)(17)-1(d)(1)(i)), shall consist of the greater of (A) the Participant's Section 401(a)(17) frozen accrued benefit, as defined in Treasury Regulations Section 1.401(a)(17)-1(e)(2)(iv), plus the Participant's accrued benefit determined under the formula applicable to benefit accruals in the current Plan Year as applied to Years of service after the Section 401(a)(17) fresh start date (as defined in Treasury Regulations Section 1.401(a)(17)-1(e)(2)(ii), or (B) the greater of (i) the Participant's Sectio n 401(a)(17) frozen accrued benefit, as defined hereinbefore, or (ii) the benefit calculated under the terms of the Plan as though the provisions of Code Section 401(a)(17) had always been in force.

Notwithstanding the foregoing, after June 30, 1996, the additional benefit accrued in any Year (hereinafter the "Current Year") for any Participant hereunder shall be calculated without taking into account with respect to any Year any compensation in excess of the amount determined under Code Section 401(a)(17) for the Current Year; provided, however, that no Participant shall, by reason of the foregoing, enjoy a benefit that is less than the benefit accrued for such Participant as of June 30, 1996.


2.17 Highly Compensated Employee . Effective from January 1, 1997 "Highly Compensated Employee" shall have the meaning set forth in the Veba Electronics Inc. 401(k) Plan prior to January 1, 2001, and thereafter shall have the meaning set forth in the Arrow Electronics Savings Plan.


2.18 Hours of Service . Whenever Hours of Service shall be taken into account in determining the rights or benefits hereunder with respect to any employee, such hours shall be computed in accordance with the following rules:

(a) An Hour of Service is each hour for which an employee is directly or indirectly paid, or entitled to payment, by an Employer or Affiliate for the performance of duties during the applicable computation period. These hours shall be credited for the computation period or periods in which the duties were performed.

(b) An Hour of Service is each hour for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to by the Employer or Affiliate. These hours shall be credited for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made. Hours shall not be credited under both subparagraph (a) and this subparagraph (b). Thus, for example, an employee who receives a back pay award following a determination that he or she was paid at an unlawful rate for Hours of Service previously credited will not be entitled to additional credit for the same Hours of Service.

(c) An Hour of Service is, in addition to Hours of Service as defined in subparagraphs (a) and (b), each hour for which an employee is directly or indirectly paid, or entitled to such payment, by an Employer or Affiliate for reasons (such as vacation, sickness or Disability) other than for the performance of duties during the applicable computation period. For purposes of this subparagraph (c), irrespective of whether these hours have accrued in other computation periods, these hours shall be counted in the computation period in which either payment is actually made or amounts payable to the Employee come due. Thus, an employee who does not perform duties during a computation period because of a prolonged illness which is compensable by sick pay, whether previously or currently accrued, would be credited currently with Hours of Service irrespective of whether the sick pay was actually paid. For purposes of this subparagraph (c), Hours of Service shall be determined by dividing the payments received or due for reasons other than the performance of duties by the lesser of:

(i) The employee's most recent hourly rate of compensation for the performance of duties; or

(ii) The employee's average hourly rate of compensation for performance of duties for the most recent computation period in which the employee completed more than five hundred Hours of Service.

The method of determining the number of Hours of Service to be credited and to which computation period hours will be credited for periods during which no duties are performed shall be in conformity with Sections 2530.200b-2(b), (c), and (f) of Title 29 of the Code of Federal Regulations.

(d) When it shall be necessary to calculate Hours of Service for any employee who is not compensated on an hourly basis, such employee shall be credited with forty-five hours for each week during which such employee shall have been directly or indirectly compensated by an Employer or Affiliate or shall have been performing duties for an Employer or Affiliate. Such employee shall also be credited with Hours of Service for designated absences in the same manner as provided herein with respect to hourly Employees.

(e) Special Rule for Maternity or Paternity Absence .

(i) In the case of each individual who is absent from work for any period (A) by reason of the pregnancy of the individual, (B) by reason of the birth of a child of the individual, (C) by reason of the placement of a child with the individual, or (D) for purposes of caring for such child for a period beginning immediately following such birth or placement, this Plan shall treat as Hours of Service, for the purpose of deter ...