Restricted Stock Plan of Arrow Electronics, Inc.

ARROW ELECTRONICS, INC.


RESTRICTED STOCK PLAN

(as amended and restated effective as of February 27, 2002)


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 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 employees of the Company and its Subsidiaries (as defined in Section 7.2) may become owners of shares of Arrow Electronics, Inc. common stock, par value $1 per share ("Shares"), under the terms and conditions of, and in the manner contemplated by, this Plan and thereby encourage such employees to continue their employment with the Company or its Subsidiaries.

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 two 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, each member of the Committee shall at all times qualify as a Non-Employee Director within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. 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, including, but not limited to, the exclusive authority (within the limitations described herein) to select employees to be granted awards of Shares ("Awards") under the Plan (each employee receiving such an Award being a "Recipient"), to determine the size and terms of the Awards to be made to each Recipient 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 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 any restrictions as specified below, may be granted to employees of the Company or a Subsidiary.

3.2 Restricted Stock Awards. The Committee shall determine the persons to whom Awards, subject to any restrictions as specified below, will be granted, the number of Shares covered by each Award, and the time or times when Awards will be granted. The Committee shall also determine whether a Recipient 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 per Share. If payment of such an amount is required, it shall be paid prior to the issuance of the Shares to the Recipient.


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 4,760,000 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, such Shares may again be issued under the Plan.

4.2 Dilution and Other Adjustments. In the event of any change in the outstanding Shares by reason of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination or exchange of shares or other similar event (including extraordinary dividends), if the Committee shall determine, in its discretion, that such change equitably requires ...