Supplemental Executive Retirement Plan

Arrow Electronics, Inc.
Supplemental Executive Retirement Plan
General Information
May 1998


This document provides general information about the Arrow Supplemental Executive Retirement Plan ("SERP"). It is intended only for employees who have been designated as SERP participants by Arrow's Board of Directors. The SERP is an unfunded retirement plan under the direction and control of Arrow's Board of Directors and the Committee the Board may appoint to administer it. The Board determines which employees will participate in the SERP and the terms of each employee's participation. The letter advising you of your participation will set forth the dates on which you are eligible to retire and the benefits available on those dates if you continue as a SERP participant.


Retirement Benefits


When the Board admits you to participation in the SERP, it will determine the date on which you may qualify for the maximum pension available, the amount of that pension, the earliest date on which you are eligible to retire with benefits under the Plan (your "earliest retirement date"), and the amount of pension you may receive on retirement at your earliest retirement date. You will also receive a schedule showing the amount of early retirement pension you may receive if you retire at any time between your earliest retirement date and the date you qualify for the maximum pension available.


Retirement


You may begin your retirement on or after your earliest retirement date. You retire from Arrow by advising Arrow in writing, with as much notice as possible (and not less than four months), that you wish to terminate your employment to begin retirement on a particular date. Your retirement date will then be the first day of the month following your termination, and your monthly SERP pension payment will begin on that date.


Effect of Disability


You are considered to be "disabled" if you meet the total disability requirements of the long term disability insurance offered to you by Arrow.


If you become disabled while you are participating in the SERP, but before you receive any SERP pension payments, the following provisions apply:


1. While you are disabled, you continue to accrue pension benefits to the same extent as if you were active.


2. If your employment terminates because of disability and the disability continues to your normal retirement date, your termination date for SERP purposes will be the day before your normal retirement date ("normal retirement date" means the normal retirement date under the Arrow Savings Plan and ESOP).


3. If you are eligible for a retirement pension while you are receiving disability benefits, no retirement pension will begin without your written consent.


4. Any SERP pension payments will be reduced by the full amount of any disability benefits you receive for the same period.


Effect of a Change in Control Termination


If you have an employment or other agreement which gives you additional benefits in the event of the termination of your employment for certain reasons following a change in the ownership or control of Arrow, and within 24 months after such change your employment ends either (a) involuntarily other than for Cause or Disability or (b) voluntarily by you for Good Reason (as each of those capitalized terms is defined in such agreement), then your termination is considered to be a "Change in Control Termination".


If you incur a "Change in Control Termination" after attaining age 50 and completing 15 years of SERP participation, you will receive SERP pension payments beginning on the first day of the month following the termination, in an amount equal to your normal retirement pension.


Without your written consent, no action by Arrow during the period of time during which such employment agreement is in effect may adversely affect your rights under this section.


Normal Form of Pension


Under the normal form of pension, SERP pension payments are payable for your life only. However, if you die after your pension payments begin but before you have received 60 monthly payments, then monthly payments will continue to your beneficiary in the same amount you received prior to your death, until a total of 60 payments have been made. No benefits are payable under the SERP if you die before your pension payments begin.


Optional Surviving Spouse Pension


Under this optional form of pension, your monthly pension will still be payable for your lifetime, but in a reduced amount, and without the guarantee of 60 monthly payments. The reduction will be in the amount that the Committee determines, based on the advice of its actuarial consultant, is necessary to provide a monthly survivorship pension to your spouse for his or her lifetime, in an amount equal to two-thirds of the reduced monthly benefit you were receiving.


Your election to take a surviving spouse pension must be made before your pension begins and cannot be changed after the pension begins. If you elect this benefit form, no benefits will be payable after the death of both you and your spouse. If you start to receive a reduced monthly pension under this form and your spouse then dies before you, the reduced benefit will continue to be paid for the remainder of your life. If you start to receive a reduced monthly pension under this form and you then die before your spouse, two-thirds of the reduced benefit will continue to be paid for the remainder of his or her life.


Participation Conditions


Your participation in the SERP begins on the date designated by the Board. The Board may act at any time to end your participation or to suspend your accrual of additional benefits. However, the Board may not adversely change any benefit after you retire or any accrued benefit before you retire, except with your consent. For this purpose, if you have reached your earliest retirement date, your accrued benefit is the amount you would be eligible to receive upon retirement as of the first day of the month next following the effective date of such change. If you are not then eligible to retire, your accrued benefit will be equal to the amount you would be entitled to receive on your earliest retirement date under the pre-change terms of the SERP, multiplied by the ratio of your completed months of participation in the SERP at the effective date of the change to your projected completed months of participation at such earliest retirement date under the pre-change terms of the SERP. The only way you will benefit from the SERP is to fulfill all of its requirements and retire from Arrow employment on or after your earliest retirement date. Except as noted for disability or change in control, if your employment ends for any reason before you retire under the SERP, the SERP provides no benefit to you or your beneficiary.


Accrued SERP benefits are binding obligations of Arrow Electronics, Inc. They are not protected by ERISA or other government regulations.


Termination of SERP Benefits


When you become eligible for SERP payments, your annual SERP pension will be paid to you in monthly installments. Payments will end with the payment for the month in which you die, except for any benefits payable to your beneficiary on your death before receiving at leas ...