2002 Non-employee Directors Stock Option Plan

ARROW ELECTRONICS, INC.

2002 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN


ARTICLE 1


Establishment and Purpose

1.1 Establishment. Arrow Electronics, Inc., a New York corporation (the "Company"), hereby establishes the ARROW ELECTRONICS, INC. 2002 NON-EMPLOYEES DIRECTOR STOCK OPTION PLAN (the "Plan"). The Plan is designed to grant to non-employee directors of the Company stock options which are not intended to qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended.

1.2 Purpose. The purpose of the Plan is to secure for the Company and its shareholders the benefits of the incentive inherent in the ownership of the Company's common stock by non-employee directors of the Company and to thereby promote the Company's future growth and financial success.

ARTICLE 2


Definitions

For purposes of the Plan, the following terms shall have the meanings provided herein:

2.1 "Board" means the Board of Directors of the Company.

2.2 "Change in Control" means a change in control with respect to the Company of a nature that would be required to be reported (assuming such event has not been "previously reported") in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the Effective Date, pursuant to Section 1 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that, without limitation, such a change in control shall be deemed to have occurred at such time as (a) any "person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 30% or more of the combined voting power of the Company's outstanding Shares or other securities ordinarily having the right to vote at elections of the directors of the Company ("Voting Securities"); or (b) individuals who constitute the Board as of the Effective Date (the " Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company's shareholders was approved by a vote of at least three quarters of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this clause (b), considered as though such person were a member of the Incumbent Board. Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have occurred for purposes of the vesting of any Option if the transaction that would otherwise constitute the Change in Control results in the Optionee to whom such Option was granted acquiring, either alone or together with a group, directly or indirectly, 30% or more of the combined voting power of t he Company's Voting Securities.

2.3 "Disability" means a disability rendering a director unable to serve as a member of the Board, as determined by the Board.

2.4 "Effective Date" shall mean the date immediately following approval of the Plan by the shareholders of the Company as prescribed under Article 8.

2.5 "Fair Market Value" means the closing price of a Share reported on the Consolidated Tape (as such price is reported in the Wall Street Journal or if such publication is unavailable then Reuters ).

2.6 "Non-Employee Director" means a member of the Board who is not an employee of the Company or any subsidiary of the Company.

2.7 "Option" means an option granted under the Plan to purchase Shares.

2.8 "Optionee" means any person granted an Option under the Plan.

2.9 "Qualifying Termination" means a cessation of an Optionee's service on the Board for any reason (or no reason) within twenty-four (24) months following a Change in Control.

2.10 "Retirement" means retirement of an Optionee from the Board after (i) attainment of the mandatory retirement age under the Company's director retirement policy as in effect from time to time, or (ii) five years as a Director.

2.11 "Shares" means shares of the Company's common stock, par value $1 per share.

ARTICLE 3


Option Terms

3.1 Option Grants. The following Options shall be granted under the Plan:

(a) Each Non-Employee Director serving on the Board as of the Effective Date of the Plan shall receive an Option to purchase 4,000 Shares as of the Effective Date.

(b) Each Non-Employee Director who becomes a member of the Board after the Effective Date of the Plan shall receive an Option to purchase 15,000 Shares as of the earlier of the date on which he or she is initially elected to serve on the Board by vote of the Company's stockholders or the date on which he or she is initially appointed to serve on the Board pursuant to the Company's bylaws and articles of incorporation as then in ef ...