ARROW ELECTRONICS INC
ARROW ELECTRONICS STOCK OWNERSHIP PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10c.htm
<DESCRIPTION>ARROW ELECTRONICS STOCK OWNERSHIP PLAN
<TEXT>
<HTML>
<HEAD>
<TITLE>ARROW ELECTRONICS STOCK OWNERSHIP PLAN</TITLE>
</HEAD>
<BODY>
<P ALIGN="CENTER"><a name="top"></a>ARROW ELECTRONICS STOCK OWNERSHIP PLAN</P>
<P ALIGN="CENTER">(as amended and restated February 15, 2002)</P>
<P>INTRODUCTION&#9;<A HREF="#_Toc1287576">*</A>
<P>ARTICLE I&#9;Definitions&#9;<A HREF="#_Toc1287577">*</A></P>
<blockquote>
  <P>1.1&#9;Account&#9;<A HREF="#_Toc1287578">*</A><br>
    1.2&#9;Administrator&#9;<A HREF="#_Toc1287579">*</A><br>
    1.3&#9;Affiliate&#9;<A HREF="#_Toc1287580">*</A><br>
    1.4&#9;Beneficiary&#9;<A HREF="#_Toc1287581">*</A><br>
    1.5&#9;Board of Directors&#9;<A HREF="#_Toc1287582">*</A><br>
    1.6&#9;Category of Common Stock&#9;<A HREF="#_Toc1287583">*</A><br>
    1.7&#9;Common Stock&#9;<A HREF="#_Toc1287585">*</A><br>
    1.8&#9;Company&#9;<A HREF="#_Toc1287586">*</A><br>
    1.9&#9;Compensation&#9;<A HREF="#_Toc1287587">*</A><br>
    1.10&#9;Disability&#9;<A HREF="#_Toc1287589">*</A><br>
    1.11&#9;Effective Date&#9;<A HREF="#_Toc1287590">*</A><br>
    1.12&#9;Employee&#9;<A HREF="#_Toc1287591">*</A><br>
    1.13&#9;Employer&#9;<A HREF="#_Toc1287592">*</A><br>
    1.14&#9;Entry Date&#9;<A HREF="#_Toc1287593">*</A><br>
    1.15&#9;Exempt Loan&#9;<A HREF="#_Toc1287594">*</A><br>
    1.16&#9;Fund&#9;<A HREF="#_Toc1287595">*</A><br>
    1.17&#9;General Account&#9;<A HREF="#_Toc1287596">*</A><br>
    1.18&#9;Highly Compensated Employee&#9;<A HREF="#_Toc1287597">*</A><br>
    1.19&#9;Hour of Service&#9;<A HREF="#_Toc1287598">*</A><br>
    1.20&#9;Member&#9;<A HREF="#_Toc1287599">*</A><br>
    1.21&#9;Normal Retirement Date&#9;<A HREF="#_Toc1287600">*</A><br>
    1.22&#9;One-Year Break in Service.&#9;<A HREF="#_Toc1287601">*</A><br>
    1.23&#9;PAYSOP Account&#9;<A HREF="#_Toc1287602">*</A><br>
    1.24&#9;Plan&#9;<A HREF="#_Toc1287603">*</A><br>
    1.25&#9;Suspense Account&#9;<A HREF="#_Toc1287604">*</A><br>
    1.26&#9;Termination of Employment&#9;<A HREF="#_Toc1287605">*</A><br>
    1.27&#9;Trust Agreement&#9;<A HREF="#_Toc1287606">*</A><br>
    1.28&#9;Trustee&#9;<A HREF="#_Toc1287607">*</A><br>
    1.29&#9;Vested Percentage&#9;<A HREF="#_Toc1287608">*</A><br>
    1.30&#9;Year&#9;<A HREF="#_Toc1287609">*</A><br>
    1.31&#9;Year of Employment&#9;<A HREF="#_Toc1287610">*</A><br>
    1.32&#9;Year of Service&#9;<A HREF="#_Toc1287611">*</A></P>
</blockquote>

<P>ARTICLE II&#9;Membership&#9;<A HREF="#_Toc1287612">*</A></P>
<blockquote>
  <P>2.1&#9;In General&#9;<A HREF="#_Toc1287613">*</A><br>
    2.2&#9;Service with Affiliates&#9;<A HREF="#_Toc1287614">*</A><br>
    2.3&#9;Transfers.&#9;<A HREF="#_Toc1287615">*</A><br>
    2.4&#9;Reemployment&#9;<A HREF="#_Toc1287616">*</A></P>
</blockquote>

<P>ARTICLE III&#9;Contributions&#9;<A HREF="#_Toc1287617">*</A></P>

<blockquote>
  <P>3.1&#9;Source of Contributions&#9;<A HREF="#_Toc1287618">*</A><br>
    3.2&#9;Amount of Contributions&#9;<A HREF="#_Toc1287620">*</A><br>
    3.3&#9;Maximum Limitation&#9;<A HREF="#_Toc1287621">*</A><br>
    3.4&#9;Contributions Conditional&#9;<A HREF="#_Toc1287622">*</A></P>
</blockquote>

<P>ARTICLE IV&#9;Accounts&#9;<A HREF="#_Toc1287623">*</A></P>
<blockquote>
  <P>4.1&#9;Accounts&#9;<A HREF="#_Toc1287624">*</A><br>
    4.2&#9;Eligibility to Share in Contributions and Forfeitures&#9;<A HREF="#_Toc1287626">*</A><br>
    4.3&#9;Allocation of Contributions and Forfeitures&#9;<A HREF="#_Toc1287627">*</A><br>
    4.4&#9;Crediting the Earnings and Other Amounts Received in Respect of Common
    Stock&#9;<A HREF="#_Toc1287629">*</A><br>
    4.5&#9;Reallocation of Common Stock&#9;<A HREF="#_Toc1287630">*</A><br>
    4.6&#9;Common Stock Withdrawn from the Suspense Account&#9;<A HREF="#_Toc1287631">*</A><br>
    4.7&#9;Maximum Limitation&#9;<A HREF="#_Toc1287632">*</A><br>
    4.8&#9;Administration of Accounts&#9;<A HREF="#_Toc1287634">*</A><br>
    4.9&#9;Voting of Common Stock.&#9;<A HREF="#_Toc1287635">*</A><br>
    4.10&#9;Vesting.&#9;<A HREF="#_Toc1287636">*</A><br>
    4.11&#9;Diversification of Investments.&#9;<A HREF="#_Toc1287637">*</A><br>
    4.12&#9;Military Service&#9;<A HREF="#_Toc1287638">*</A></P>
</blockquote>

<P>ARTICLE V&#9;Retirement Benefits&#9;<A HREF="#_Toc1287639">*</A></P>
<blockquote>

<P>5.1&#9;Payment of Retirement Benefits&#9;<A HREF="#_Toc1287640">*</A></P>
</blockquote>

<P>ARTICLE VI&#9;Termination of Employment&#9;<A HREF="#_Toc1287642">*</A></P>
<blockquote>
  <P>6.1&#9;Benefits upon Termination of Employment.&#9;<A HREF="#_Toc1287643">*</A><br>
    6.2&#9;Payment of Benefits upon Termination of Employment.&#9;<A HREF="#_Toc1287644">*</A><br>
    6.3&#9;Forfeitures&#9;<A HREF="#_Toc1287645">*</A><br>
    6.4&#9;Reemployment&#9;<A HREF="#_Toc1287646">*</A><br>
    6.5&#9;Irrevocable Forfeitures&#9;<A HREF="#_Toc1287647">*</A></P>
</blockquote>

<P>ARTICLE VII&#9;Withdrawal upon Full Vesting&#9;<A HREF="#_Toc1287648">*</A></P>
<blockquote>
  <P>7.1&#9;Withdrawal Rights&#9;<A HREF="#_Toc1287649">*</A><br>
    7.2&#9;Distribution&#9;<A HREF="#_Toc1287650">*</A><br>
    7.3&#9;Direct Transfer to Arrow Savings Plan&#9;<A HREF="#_Toc1287651">*</A></P>
</blockquote>

<P>ARTICLE VIII&#9;Death Benefits&#9;<A HREF="#_Toc1287652">*</A></P>
<blockquote>
  <P>8.1&#9;Death Benefits&#9;<A HREF="#_Toc1287653">*</A><br>
    8.2&#9;Designation of a Beneficiary.&#9;<A HREF="#_Toc1287655">*</A><br>
    8.3&#9;Proof of Death&#9;<A HREF="#_Toc1287656">*</A><br>
    8.4&#9;Designation of Method of Distribution&#9;<A HREF="#_Toc1287657">*</A><br>
    8.5&#9;Undistributed Balance of Terminated Member&#9;<A HREF="#_Toc1287658">*</A><br>
    8.6&#9;Discharge of Liability&#9;<A HREF="#_Toc1287659">*</A></P>
</blockquote>

<P>ARTICLE IX&#9;Distribution of Benefits&#9;<A HREF="#_Toc1287660">*</A></P>
<blockquote>
  <P>9.1&#9;Form of Distribution of Benefits&#9;<A HREF="#_Toc1287661">*</A><br>
    9.2&#9;Put Options&#9;<A HREF="#_Toc1287662">*</A><br>
    9.3&#9;Time of Commencement of Benefits.&#9;<A HREF="#_Toc1287663">*</A><br>
    9.4&#9;Special Rule for Exempt Loan&#9;<A HREF="#_Toc1287664">*</A><br>
    9.5&#9;Qualified Domestic Relations Orders.&#9;<A HREF="#_Toc1287665">*</A><br>
    9.6&#9;Direct Rollover of Eligible Rollover Distributions&#9;<A HREF="#_Toc1287666">*</A></P>
</blockquote>

<P>ARTICLE X&#9;Administration of the Plan&#9;<A HREF="#_Toc1287668">*</A></P>
<blockquote>
  <P>10.1&#9;Named Fiduciary&#9;<A HREF="#_Toc1287669">*</A><br>
    10.2&#9;The Administrator.&#9;<A HREF="#_Toc1287670">*</A><br>
    10.3&#9;Notification of Members&#9;<A HREF="#_Toc1287671">*</A><br>
    10.4&#9;Advisers&#9;<A HREF="#_Toc1287672">*</A><br>
    10.5&#9;Service in Multiple Capacities&#9;<A HREF="#_Toc1287673">*</A><br>
    10.6&#9;Limitation of Liability; Indemnity.&#9;<A HREF="#_Toc1287674">*</A><br>
    10.7&#9;Reliance on Information&#9;<A HREF="#_Toc1287675">*</A><br>
    10.8&#9;Funding Policy&#9;<A HREF="#_Toc1287676">*</A><br>
    10.9&#9;Proper Proof&#9;<A HREF="#_Toc1287677">*</A><br>
    10.10&#9;Genuineness of Documents&#9;<A HREF="#_Toc1287679">*</A></P>
</blockquote>

<P>ARTICLE XI&#9;The Trust Agreement&#9;<A HREF="#_Toc1287680">*</A></P>
<blockquote>
  <P>11.1&#9;The Trust Agreement&#9;<A HREF="#_Toc1287681">*</A><br>
    11.2&#9;Rights of the Company&#9;<A HREF="#_Toc1287682">*</A><br>
    11.3&#9;Duties and Responsibilities of the Trustee&#9;<A HREF="#_Toc1287683">*</A><br>
    11.4&#9;Leveraged Purchases&#9;<A HREF="#_Toc1287684">*</A></P>
</blockquote>

<P>ARTICLE XII&#9;Amendment&#9;<A HREF="#_Toc1287685">*</A></P>
<blockquote>
  <P>12.1&#9;Right of the Company to Amend the Plan&#9;<A HREF="#_Toc1287686">*</A><br>
    12.2&#9;Plan Merger&#9;<A HREF="#_Toc1287687">*</A></P>
</blockquote>

<P>ARTICLE XIII&#9;Discontinuance of Contributions and Termination of the Plan&#9;<A HREF="#_Toc1287688">*</A></P>
<blockquote>
  <P>13.1&#9;Right to Terminate the Plan or Discontinue Contributions&#9;<A HREF="#_Toc1287689">*</A><br>
    13.2&#9;Manner of Termination&#9;<A HREF="#_Toc1287690">*</A><br>
    13.3&#9;Effect of Termination&#9;<A HREF="#_Toc1287692">*</A><br>
    13.4&#9;Distribution of the Fund&#9;<A HREF="#_Toc1287693">*</A></P>
</blockquote>

<P>ARTICLE XIV&#9;Miscellaneous Provisions&#9;<A HREF="#_Toc1287694">*</A></P>
<blockquote>
  <P>14.1&#9;Plan Not a Contract of Employment&#9;<A HREF="#_Toc1287695">*</A><br>
    14.2&#9;Source of Benefits&#9;<A HREF="#_Toc1287696">*</A><br>
    14.3&#9;Spendthrift Clause&#9;<A HREF="#_Toc1287697">*</A><br>
    14.4&#9;Merger&#9;<A HREF="#_Toc1287699">*</A><br>
    14.5&#9;Valuation of Common Stock&#9;<A HREF="#_Toc1287700">*</A><br>
    14.6&#9;Claims Procedure&#9;<A HREF="#_Toc1287701">*</A><br>
    14.7&#9;Inability to Locate Distributee&#9;<A HREF="#_Toc1287702">*</A><br>
    14.8&#9;Payment to a Minor or Incompetent&#9;<A HREF="#_Toc1287703">*</A><br>
    14.9&#9;Doubt as to Right to Payment&#9;<A HREF="#_Toc1287704">*</A><br>
    14.10&#9;Estoppel of Members and Beneficiaries&#9;<A HREF="#_Toc1287705">*</A><br>
    14.11&#9;Controlling Law&#9;<A HREF="#_Toc1287707">*</A><br>
    14.12&#9;Separability&#9;<A HREF="#_Toc1287708">*</A><br>
    14.13&#9;Captions&#9;<A HREF="#_Toc1287709">*</A><br>
    14.14&#9;Usage&#9;<A HREF="#_Toc1287710">*</A><br>
    14.15&#9;Family Aggregation Rules Repealed&#9;<A HREF="#_Toc1287711">*</A></P>
</blockquote>

<P>ARTICLE XV&#9;Exempt Loans&#9;<A HREF="#_Toc1287712">*</A></P>
<blockquote>
  <P>15.1&#9;Application of Article&#9;<A HREF="#_Toc1287713">*</A><br>
    15.2&#9;Use of Proceeds&#9;<A HREF="#_Toc1287714">*</A><br>
    15.3&#9;Non-Recourse Requirement&#9;<A HREF="#_Toc1287715">*</A><br>
    15.4&#9;Permitted Collateral&#9;<A HREF="#_Toc1287716">*</A><br>
    15.5&#9;Default&#9;<A HREF="#_Toc1287717">*</A><br>
    15.6&#9;Release from Encumbrance&#9;<A HREF="#_Toc1287718">*</A><br>
    15.7&#9;Suspense Account&#9;<A HREF="#_Toc1287719">*</A><br>
    15.8&#9;Put Option&#9;<A HREF="#_Toc1287720">*</A><br>
    15.9&#9;Other Terms of Loan&#9;<A HREF="#_Toc1287721">*</A></P>
</blockquote>

<P>ARTICLE XVI&#9;Leased Employees&#9;<A HREF="#_Toc1287722">*</A></P>
<blockquote>
  <P>16.1&#9;Definitions&#9;<A HREF="#_Toc1287723">*</A><br>
    16.2&#9;Treatment of Leased Employees&#9;<A HREF="#_Toc1287725">*</A><br>
    16.3&#9;Exception for Employees Covered by Plans of Leasing Organization&#9;<A HREF="#_Toc1287726">*</A><br>
    16.4&#9;Construction&#9;<A HREF="#_Toc1287727">*</A></P>
</blockquote>

<P>ARTICLE XVII&#9;&quot;Top-Heavy&quot; Provisions&#9;<A HREF="#_Toc1287729">*</A></P>
<blockquote>
  <P>17.1&#9;Determination of &quot;Top-Heavy&quot; Status.&#9;<A HREF="#_Toc1287730">*</A><br>
    17.2&#9;Provisions Applicable in &quot;Top-Heavy&quot; Years&#9;<A HREF="#_Toc1287731">*</A></P>
<P>&nbsp;</P>
</blockquote>
</P>
<P>SUPPLEMENT NO. 1&#9;S1-1<br>
  SUPPLEMENT NO. 2&#9;S2-1<br>
  SUPPLEMENT NO. 3&#9;S3-1<br>
  SUPPLEMENT NO. 4&#9;S4-1<br>
  SUPPLEMENT NO. 5&#9;S5-1<br>
  SUPPLEMENT NO. 6&#9;S6-1</P>
<B><P ALIGN="CENTER"><A NAME="_Toc1284208"><A NAME="_Toc1287418"><A NAME="_Toc1287575">ARROW ELECTRONICS STOCK OWNERSHIP PLAN</A></A></A></P>
<P ALIGN="CENTER"><A NAME="_Toc1284209"><A NAME="_Toc1287419"><A NAME="_Toc1287576">INTRODUCTION</A></A></A></P>
</B><P>As used herein, the term &quot;Plan&quot; means the Arrow Electronics Stock Ownership Plan, initially adopted effective January 1, 1974 (as the Employee Stock Ownership Plan for the Employees of Arrow Electronics, Inc.) and amended from time to time.  The Plan was amended effective as of January 1, 1977 to include a TRASOP, and it then comprised:  (a) as Part I, the Plan substantially as in effect theretofore, with changes deemed advisable in light of the adoption of the TRASOP, and further changes deemed necessary or advisable in order to comply with applicable law; and (b) Part II, a TRASOP administered by means of accounts separate from the accounts established pursuant to Part I.  Under Part II of the Plan, Common Stock of Arrow Electronics, Inc. was transferred to the Plan in accordance with the provisions of:  (i) section 301(d)(6) of the Tax Reduction Act of 1975, as amended, with respect to qualified investment (as defined in the Internal Revenue Code of 1954, as amended (the &quot;1954 Code&quot;)) for the taxable years 1977 and 1978; (ii) section 48(n) of the 1954 Code with respect to qualified investment for the taxable years 1979 through 1982; and (iii) section 44G (succeeded by section 41) of the 1954 Code with respect to aggregate compensation paid or accrued for the taxable years 1983 through 1986.  Arrow Electronics, Inc. and its participating subsidiaries adopted and have maintained the Plan for the purpose of giving eligible employees an interest in the business of Arrow Electronics, Inc. through indirect stock ownership, with the benefits and risks attendant upon stock ownership.</P>
<P>The Plan was further amended and restated effective as of June 1, 1979 and January 7, 1980.  Effective as of June 1, 1982, the Plan was amended and restated to include as Part III a Capital Accumulation Plan administered by means of accounts separate from the accounts established pursuant to Part I and Part II.  Effective as of January 1, 1983, the Plan was further amended and restated to make changes in Part II deemed necessary or advisable in order to comply with the provisions of applicable law that substituted a payroll-based tax credit employee stock ownership plan (&quot;PAYSOP&quot;) for a TRASOP, and further changes deemed necessary or advisable in light of the adoption of Part III of the Plan and of changes in applicable law.</P>
<P>Pursuant to a restatement dated January 1, 1985, the Plan was further amended to comply with applicable law and to reflect the adoption by the Company of two new plans (the &quot;New Plans&quot;), the Arrow Electronics ESOP and the Arrow Electronics Capital Accumulation Plan, both effective as of January 1, 1984.  The Arrow Electronics ESOP was a qualified stock bonus plan within the meaning of section 401(a) of the Internal Revenue Code of 1986, as amended (the &quot;Code&quot;), and an employee stock ownership plan as defined in section 4975(e)(7) of the Code and regulations and rulings thereunder, and section 407(d)(6) of the Employee Retirement Income Security Act of 1974 (&quot;ERISA&quot;) and regulations and rulings thereunder (an &quot;ESOP&quot;).</P>
<P>Membership in Parts I and III of the Plan was closed after the Entry Date of July l, 1983 and no contributions were made to Part I or Part III for any Year ending after December 31, 1983. Members of the Plan who were eligible became members of the New Plans as of December 31, 1983.  Other eligible individuals subsequently became members of the New Plans in accordance with the terms thereof.  Part II of the Plan remained open to new Members in accordance with its terms, but no Company contributions were made to it after that for the Year ended December 31, 1986.  The cessation of contributions was the result of the termination of the tax credit formerly provided under section 41 of the 1954 Code (and predecessor statutes).</P>
<P>The Plan was further amended and restated effective as of the close of business on December 31, 1988 for the following purposes:  (i) to delete Part III and to transfer all assets and liabilities thereof to a separate plan called the Arrow Electronics Savings Plan; (ii) to combine Parts I and II and to merge the Arrow Electronics ESOP into the Plan as thus amended, and to make further changes deemed necessary or advisable in light of the merger, including changing the name of the Plan to the Arrow Electronics Stock Ownership Plan; and (iii) to make changes deemed necessary or advisable to comply with changes in applicable law, effective on such dates as required by law, and to make other changes deemed desirable in order to effect the purposes of the Plan.  Provisions of this document having effective dates prior to December 31, 1988 govern Parts I and II of the Plan as constituted prior thereto and the Arrow Electronics ESOP.  The Plan is designated as an employee stock ownership plan as defined in section 4975(e)(7) of the Code and regulations and rulings thereunder, and is designed to invest primarily in qualifying employer securities within the meaning of section 409(1) of the Code.</P>
<P>The Plan was further amended and restated to incorporate further amendments adopted through December 28, 1994 in order to make changes deemed necessary or advisable to comply with changes in applicable law, effective as of such dates as are required by law, and to make other changes deemed desirable in order to effect the purposes of the Plan. </P>
<P>The Plan is hereby further amended and restated to include additional amendments,
  including those deemed necessary or advisable to comply with the provisions
  of the Uruguay Round Agreements Act (also referred to as GATT), the Small Business
  Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the IRS Restructuring
  and Reform Act of 1998, 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 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. The
  restated Plan also eliminates as &quot;deadwood&quot; provisions no longer necessary,
  including those distinguishing Class Year Accounts (which have all become fully
  vested and no longer require separate accounting) from the General Accounts
  (which were subject to the vesting schedule that became effective as of January
  1, 1989), and most special provisions relating to PAYSOP Accounts, which are
  consolidated into General Accounts where applicable, to create a single Account
  for each Member on and after January 1, 2001. References herein to sections
  that have been renumbered as a result of any of the foregoing changes shall,
  where the context requires, include references to corresponding sections of
  the Plan as previously in effect. </P>
<P><a href="#top">back to top</a></P>
<P>The Plan as restated February 15, 2002, reads as follows:<A NAME="_Toc520617179"></A></P>
<div align="center"><A NAME="_Toc520617179"></A></div>
<A NAME="_Toc520617179"><A NAME="_Toc520617179"><A NAME="_Toc521234290"><A NAME="_Toc521831033"><A NAME="_Toc522354476"><A NAME="_Toc536362076"><A NAME="_Toc863192"><A NAME="_Toc865179"><A NAME="_Toc865333"><A NAME="_Toc865487"><A NAME="_Toc1284210"><A NAME="_Toc1287577"></A></A></A></A></A></A></A></A></A></A></A></A>
<div align="center"></A> Article I </div>
<p></P> </p>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516101"><A NAME="_Toc505516101"><A NAME="_Toc520617180"><A NAME="_Toc521234291"><A NAME="_Toc521831034"><A NAME="_Toc522354477"><A NAME="_Toc536362077"><A NAME="_Toc863193"><A NAME="_Toc865180"><A NAME="_Toc865334"><A NAME="_Toc865488"><A NAME="_Toc1284211"><A NAME="_Toc1287421"><A NAME="_Toc1287578">1.1
        <u>Account</U>. A Member's account</A> established pursuant to Section
        4.1</A></A></A></A>.</A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516102"><A NAME="_Toc505516102"><A NAME="_Toc520617181"><A NAME="_Toc521234292"><A NAME="_Toc521831035"><A NAME="_Toc522354478"><A NAME="_Toc536362078"><A NAME="_Toc863194"><A NAME="_Toc865181"><A NAME="_Toc865335"><A NAME="_Toc865489"><A NAME="_Toc1284212"><A NAME="_Toc1287422"><A NAME="_Toc1287579">1.2
        <U>Administrator</U>. The Administrator appointed by&nbsp;the Board of
        Directors to administer the Plan pursuant to Article X.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516103"><A NAME="_Toc505516103"><A NAME="_Toc520617182"><A NAME="_Toc521234293"><A NAME="_Toc521831036"><A NAME="_Toc522354479"><A NAME="_Toc536362079"><A NAME="_Toc863195"><A NAME="_Toc865182"><A NAME="_Toc865336"><A NAME="_Toc865490"><A NAME="_Toc1284213"><A NAME="_Toc1287423"><A NAME="_Toc1287580">1.3
        <U>Affiliate</U>. Any of the following:</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>1.3.1 <U>Controlled Group Affiliate</U>. Any corporation (other than
          an Employer) of which 80% or more of the total combined voting power
          of all classes of stock entitled to vote is owned at the time of reference,
          directly or indirectly, by the Company, and any other trade or business
          (other than an Employer), whether or not incorporated, which, at the
          time of reference, controls, is controlled by or 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 Section 3.3, section 415(h) of the Code (a
          &quot;Controlled Group Affiliate&quot;).</p>
        <p> </p>
        <p>1.3.2 <U>Affiliated Service Groups, etc</U>. Any (a)&nbsp;member of
          an affiliated service group, within the meaning of section 414(m) of
          the Code, that includes an Employer, or (b)&nbsp;organization aggregated
          with an Employer pursuant to section 414(o) of the Code, to the extent
          required by such sections.</p>
      </blockquote>
      <p name="_Toc505516104"><A NAME="_Toc505516104"><A NAME="_Toc520617183"><A NAME="_Toc521234294"><A NAME="_Toc521831037"><A NAME="_Toc522354480"><A NAME="_Toc536362080"><A NAME="_Toc863196"><A NAME="_Toc865183"><A NAME="_Toc865337"><A NAME="_Toc865491"><A NAME="_Toc1284214"><A NAME="_Toc1287424"><A NAME="_Toc1287581">1.4
        <U>Beneficiary</U>. A person or persons entitled pursuant to the Plan
        to receive any benefits payable upon or after the death of a Member.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516105"><A NAME="_Toc505516105"><A NAME="_Toc520617184"><A NAME="_Toc521234295"><A NAME="_Toc521831038"><A NAME="_Toc522354481"><A NAME="_Toc536362081"><A NAME="_Toc863197"><A NAME="_Toc865184"><A NAME="_Toc865338"><A NAME="_Toc865492"><A NAME="_Toc1284215"><A NAME="_Toc1287425"><A NAME="_Toc1287582">1.5
        <U>Board of Directors</U>. The Board of Directors of the Company.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516106"><A NAME="_Toc505516106"><A NAME="_Toc520617185"><A NAME="_Toc521234296"><A NAME="_Toc521831039"><A NAME="_Toc522354482"><A NAME="_Toc536362082"><A NAME="_Toc863198"><A NAME="_Toc865185"><A NAME="_Toc865339"><A NAME="_Toc865493"><A NAME="_Toc1284216"><A NAME="_Toc1287426"><A NAME="_Toc1287583">1.6
        <U>Category of Common Stock</U>. Shares of Common Stock which are treated
        as having the same cost or other basis to the Fund are regarded as being
        of the same</A></A></A> <A NAME="_Toc865186"><A NAME="_Toc865340"><A NAME="_Toc865494">Category
        of</A></A></A></A></A></A> <A NAME="_Toc505516107"><A NAME="_Toc536362083"><A NAME="_Toc863199"><A NAME="_Toc1284217"><A NAME="_Toc1284557"><A NAME="_Toc1287427"><A NAME="_Toc1287584">Common
        Stock. Shares of Common Stock may be assigned to a Category of Common
        Stock for this purpose based on the average cost thereof determined in
        accordance with applicable regulations.</A></A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516109"><A NAME="_Toc505516109"><A NAME="_Toc520617186"><A NAME="_Toc521234297"><A NAME="_Toc521831040"><A NAME="_Toc522354483"><A NAME="_Toc536362084"><A NAME="_Toc863200"><A NAME="_Toc865187"><A NAME="_Toc865341"><A NAME="_Toc865495"><A NAME="_Toc1284218"><A NAME="_Toc1287428"><A NAME="_Toc1287585">1.7
        <U>Common Stock</U>. The common stock of the Company having a par value
        of $1.00 per share, or any other common stock into which it may be reclassified.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516110"><A NAME="_Toc505516110"><A NAME="_Toc520617187"><A NAME="_Toc521234298"><A NAME="_Toc521831041"><A NAME="_Toc522354484"><A NAME="_Toc536362085"><A NAME="_Toc863201"><A NAME="_Toc865188"><A NAME="_Toc865342"><A NAME="_Toc865496"><A NAME="_Toc1284219"><A NAME="_Toc1287429"><A NAME="_Toc1287586">1.8
        <U>Company</U>. Arrow Electronics, Inc., a New York corporation, and any
        company acquiring the business of Arrow Electronics, Inc. and which, within
        a reasonable time thereafter, adopts this Plan as of the effective date
        of such acquisition.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516111"><A NAME="_Toc505516111"><A NAME="_Toc520617188"><A NAME="_Toc521234299"><A NAME="_Toc521831042"><A NAME="_Toc522354485"><A NAME="_Toc536362086"><A NAME="_Toc863202"><A NAME="_Toc865189"><A NAME="_Toc865343"><A NAME="_Toc865497"><A NAME="_Toc1284220"><A NAME="_Toc1287430"><A NAME="_Toc1287587">1.9
        <U>Compensation</U>. Gross annual cash compensation paid by an Employer
        in any Year to an Employee while he is a Member of the Plan; provided,
        however, that if an Employee becomes a Member on July 1 of any Year (or
        any other date other than January 1 of such year), his Compensation for
        such Year shall be one-half of his actual gross annual cash compensation
        from the Employer for such Year (or otherwise prorated in such manner
        as the Administrator shall deem appropriate in order to reflect the portion
        of such Year during which he was a Member). Compensation shall not include
        any payments made pursuant to stock appreciation rights or otherwise pursuant
        to any plan for the grant of stock options, stock, or other stock rights,
        or expense reimbursements (such as but not limited to relocation and tuition
        expense reimbursements and nontaxable car allowances), but shall include
        taxable car allowances. Compensation shall be determined before giving
        effect to any salary reduction agreement under the Arrow Electronics Savings
        Plan (or any other cash or deferred arrangement described in section 401(k)
        of the Code) or to any similar reduction agreement pursuant to any cafeteria
        plan (within the meaning of section 125 of the Code) or, effective January
        1, 2001, for purposes of receiving qualified transportation fringe benefits
        (as described in section 132(f)(4) of</A></A></A></A></A></A></A> <A NAME="_Toc863203"><A NAME="_Toc865190"><A NAME="_Toc865344"><A NAME="_Toc865498"><A NAME="_Toc1284221"><A NAME="_Toc1284561"><A NAME="_Toc1287431"><A NAME="_Toc1287588">the
        Code). </A></A></A>Compensation taken into account for any Member for
        any Plan Year beginning on or after January 1, 1994, shall not exceed
        one hundred fifty thousand dollars ($150,000) (as adjusted</A></A> <A NAME="_Toc521831043"><A NAME="_Toc522354486">from
        time to time for increases in the cost of living in accordance with section
        401(a)(17) of the Code), and shall not exceed two hundred thousand dollars
        ($200,000), as so</A> <A NAME="_Toc536362087">adjusted, for any of the
        Plan Years 1989 through 1993. If the period for determining Compensation
        is a short plan year (i.e., shorter than 12 months), the annual Compensation
        limit is an amount equal to the otherwise applicable annual Compensation
        limit multiplied by a fraction, the numerator of which is the number of
        months in the short plan year, and the denominator of which is 12.</A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516112"><A NAME="_Toc505516112"><A NAME="_Toc520617189"><A NAME="_Toc521234300"><A NAME="_Toc521831044"><A NAME="_Toc522354487"><A NAME="_Toc536362088"><A NAME="_Toc863204"><A NAME="_Toc865191"><A NAME="_Toc865345"><A NAME="_Toc865499"><A NAME="_Toc1284222"><A NAME="_Toc1287432"><A NAME="_Toc1287589">1.10
        <U>Disability</U>. A physical or mental condition which would, upon proper
        application, entitle the Member to disability benefits under the Social
        Security Act.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516113"><A NAME="_Toc505516113"><A NAME="_Toc520617190"><A NAME="_Toc521234301"><A NAME="_Toc521831045"><A NAME="_Toc522354488"><A NAME="_Toc536362089"><A NAME="_Toc863205"><A NAME="_Toc865192"><A NAME="_Toc865346"><A NAME="_Toc865500"><A NAME="_Toc1284223"><A NAME="_Toc1287433"><A NAME="_Toc1287590">1.11
        <U>Effective Date</U>. January 1, 1974.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516114"><A NAME="_Toc505516114"><A NAME="_Toc520617191"><A NAME="_Toc521234302"><A NAME="_Toc521831046"><A NAME="_Toc522354489"><A NAME="_Toc536362090"><A NAME="_Toc863206"><A NAME="_Toc865193"><A NAME="_Toc865347"><A NAME="_Toc865501"><A NAME="_Toc1284224"><A NAME="_Toc1287434"><A NAME="_Toc1287591">1.12
        <U>Employee</U>. Any person employed by the Company or any other Employer,
        subject to such terms and conditions as may apply to such Employer pursuant
        to Section 1.13 and subject also to the following:</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p>1.12.1 An employee who is employed primarily to render services within
          the jurisdiction of a union and whose compensation, hours of work, or
          conditions of employment are determined by collective bargaining with
          such union shall not be an Employee unless the applicable collective
          bargaining agreement expressly provides that such employee shall be
          eligible to participate in this Plan, in which event, however, he shall
          be entitled to participate in this Plan only to the extent and on the
          terms and conditions specified in such collective bargaining agreement.</p>
        <p>1.12.2 The board of directors of an Employer may, in its discretion,
          determine that individuals employed in a specified division, subdivision,
          plant, location or job classification of such Employer shall not be
          Employees, provided that any such determination shall not discriminate
          in favor of Highly Compensated Employees so as to prevent the Plan from
          qualifying under section 401(a) of the Code.</p>
        <p>1.12.3 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 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.</p>
      </blockquote>
      <p name="_Toc505516115"><A NAME="_Toc505516115"><A NAME="_Toc520617192"><A NAME="_Toc521234303"><A NAME="_Toc521831047"><A NAME="_Toc522354490"><A NAME="_Toc536362091"><A NAME="_Toc863207"><A NAME="_Toc865194"><A NAME="_Toc865348"><A NAME="_Toc865502"><A NAME="_Toc1284225"><A NAME="_Toc1287435"><A NAME="_Toc1287592">1.13
        <U>Employer</U>. The Company and any subsidiary of the Company which has
        adopted the Plan with the approval of the Company, subject to such terms
        and conditions as may be imposed by the Company upon the participation
        in the Plan of such adopting Employer.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516116"><A NAME="_Toc505516116"><A NAME="_Toc520617193"><A NAME="_Toc521234304"><A NAME="_Toc521831048"><A NAME="_Toc522354491"><A NAME="_Toc536362092"><A NAME="_Toc863208"><A NAME="_Toc865195"><A NAME="_Toc865349"><A NAME="_Toc865503"><A NAME="_Toc1284226"><A NAME="_Toc1287436"><A NAME="_Toc1287593">1.14
        <U>Entry Date</U>. Each January 1 and July 1.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516117"><A NAME="_Toc505516117"><A NAME="_Toc520617194"><A NAME="_Toc521234305"><A NAME="_Toc521831049"><A NAME="_Toc522354492"><A NAME="_Toc536362093"><A NAME="_Toc863209"><A NAME="_Toc865196"><A NAME="_Toc865350"><A NAME="_Toc865504"><A NAME="_Toc1284227"><A NAME="_Toc1287437"><A NAME="_Toc1287594">1.15
        <U>Exempt Loan</U>. A loan to the Plan (including a purchase by the Plan
        on deferred payment terms) which is made by or guaranteed by the Company
        or another disqualified person with respect to the Plan. The term &quot;loan,&quot;
        for purposes of this Plan, shall include a non-recourse loan by the Company
        to the Plan which is repayable only out of contributions by the Company
        and earnings described in Section 15.3.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516118"><A NAME="_Toc505516118"><A NAME="_Toc520617195"><A NAME="_Toc521234306"><A NAME="_Toc521831050"><A NAME="_Toc522354493"><A NAME="_Toc536362094"><A NAME="_Toc863210"><A NAME="_Toc865197"><A NAME="_Toc865351"><A NAME="_Toc865505"><A NAME="_Toc1284228"><A NAME="_Toc1287438"><A NAME="_Toc1287595">1.16
        <U>Fund</U>. The Fund created by the Trust Agreement pursuant to Section
        11.1.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516119"><A NAME="_Toc505516119"><A NAME="_Toc520617196"><A NAME="_Toc521234307"><A NAME="_Toc521831051"><A NAME="_Toc522354494"><A NAME="_Toc536362095"><A NAME="_Toc863211"><A NAME="_Toc865198"><A NAME="_Toc865352"><A NAME="_Toc865506"><A NAME="_Toc1284229"><A NAME="_Toc1287439"><A NAME="_Toc1287596">1.17
        <U>General Account</U>. A separate Account maintained for a Member pursuant
        to Section 4.1.1 as in effect prior to January 1, 2001.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516120"><A NAME="_Toc505516120"><A NAME="_Toc520617197"><A NAME="_Toc521234308"><A NAME="_Toc521831052"><A NAME="_Toc522354495"><A NAME="_Toc536362096"><A NAME="_Toc863212"><A NAME="_Toc865199"><A NAME="_Toc865353"><A NAME="_Toc865507"><A NAME="_Toc1284230"><A NAME="_Toc1287440"><A NAME="_Toc1287597">1.18
        <U>Highly Compensated Employee</U>. A &quot;highly compensated employee&quot;
        as defined in section 414(q) of the Code and applicable regulations. Effective
        January 1, 1997, &quot;Highly Compensated Employee&quot; means an employee
        who received compensation (as</A> <A NAME="_Toc536362097">determined under
        section 414(q) of the Code) during the prior Year in excess of $80,000
        (as adjusted pursuant to section 414(q) of the Code) or who was a five
        percent (5%) owner (as described in Section 17.1.2(c)) at any time during
        the current or prior Year.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516121"><A NAME="_Toc505516121"><A NAME="_Toc520617198"><A NAME="_Toc521234309"><A NAME="_Toc521831053"><A NAME="_Toc522354496"><A NAME="_Toc536362098"><A NAME="_Toc863213"><A NAME="_Toc865200"><A NAME="_Toc865354"><A NAME="_Toc865508"><A NAME="_Toc1284231"><A NAME="_Toc1287441"><A NAME="_Toc1287598">1.19<U>Hour
        of Service</U>. For all purposes of this Plan, &quot;Hour of Service&quot;
        shall mean each hour includible under any of Sections 1.19.1 through 1.19.4,
        applied without duplication, but subject to the provisions of Sections
        1.19.5 through 1.19.8.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>1.19.1 <U>Paid Working Time</U>. Each hour for which an employee is
          paid, or entitled to payment, for the performance of duties for an Employer;</p>
        <p> </p>
        <p>1.19.2<U> Paid Or Other Approved Absence</U>. Each regularly scheduled
          working hour during a period for which an employee is paid, or entitled
          to payment, by an Employer on account of a period of time during which
          no duties are performed (irrespective of whether the employment relationship
          has terminated) due to vacation, holiday, illness, incapacity (including
          disability or pregnancy), layoff, jury duty, military duty or leave
          of absence, or during any other period of authorized leave if employee
          returns to employment with the Employer on the expiration of such leave.</p>
        <p> </p>
        <p>1.19.3 <U>Military Service</U>. Each regularly scheduled working hour
          which would constitute an Hour of Service under Section 1.19.1 or 1.19.2
          but for the employee's absence for &quot;qualified military service&quot;
          (as defined in section 414(u) of the Code) (&quot;Military Service&quot;)
          by the employee, provided that such employee is entitled to reemployment
          under such chapter with respect to such service, and that such employee
          re-enters the employ of an Employer within the period during which his
          reemployment rights are protected by law; and</p>
        <p> </p>
        <p>1.19.4 <U>Back Pay Awards</U>. Each hour for which back pay, irrespective
          of mitigation of damages, is either awarded or agreed to by an Employer.</p>
        <p> </p>
        <p>1.19.5 <U>Crediting Hour of Service</U>. Hours of Service shall be
          credited as follows:</p>
      </blockquote>
    </blockquote>
    <OL>
      <OL>
        <OL>
          <blockquote>
            <p> </p>
            <p>(a) <U>Paid Working Time</U>. Hours of Service described in Section
              1.19.1 shall be credited to the Year in which the duties were performed;</p>
            <p> </p>
            <p>(b) <U>Paid Absence and Military Service</U>. Hours of Service
              described in Sections 1.19.2 and 1.19.3 shall be credited to the
              Year in which occur the regularly scheduled working hours with respect
              to which such Hours of Service are determined, beginning with the
              first such hours;</p>
            <p> </p>
            <p>(c) <U>Back Pay Awards</U>. Hours of Service described in Section
              1.19.4 shall be credited to the Year or Years to which the back
              pay award or agreement pertains (rather than to the Year in which
              the award, agreement or payment is made).</p>
          </blockquote>
        </OL>
      </OL>
      <blockquote>
        <p> </p>
        <p>1.19.6 <U>Limitations on Hours of Service for Paid Absences</U>. Notwithstanding
          any other provision of this Plan, Hours of Service otherwise required
          to be credited pursuant to Section 1.19.2 (relating to paid absences),
          or Section 1.19.4 (relating to an award or agreement for back pay) to
          the extent the award or agreement described therein is made with respect
          to a period described in such subsection, shall be subject to the following
          limitations and rules:</p>
      </blockquote>
      <OL>
        <OL>
          <blockquote>
            <p> </p>
            <p>(a) <U>501 Hour Limitation</U>. No more than 501 of such Hours
              of Service are required to be credited on account of any single
              continuous period during which the Employee performs no duties (whether
              or not such period occurs in a single Year);</p>
            <p> </p>
            <p>(b) <U>Payments Required by Law</U>. An hour for which an Employee
              is directly or indirectly paid, or entitled to payment, on account
              of a period during which no duties are performed is not required
              to be credited to the Employee if such payment is made or due under
              a plan maintained solely for the purpose of complying with applicable
              workmen's compensation, unemployment compensation or disability
              insurance laws;</p>
            <p> </p>
            <p>(c) <U>Certain Payments Excluded</U>. Hours of Service are not
              required to be credited for a payment which solely reimburses an
              Employee for medical or medically related expenses incurred by the
              Employee, or constitutes a retirement, termination, or other severance
              pay or benefit; and</p>
            <p> </p>
            <p>(d) <U>Indirect Payments</U>. A payment shall be deemed to be made
              by or due from an Employer regardless of whether such payment is
              made by or due from the Employer directly, or indirectly through,
              among others, a trust, fund, or insurer, to which the Employer contributes
              or pays premiums.</p>
          </blockquote>
        </OL>
      </OL>
      <blockquote>
        <p> </p>
        <p>1.19.7 <U>Determinations by Administrator</U>. The Administrator shall
          have the power and final authority:</p>
      </blockquote>
      <OL>
        <OL>
          <blockquote>
            <p>(a) To determine the Hours of Service of any individual for all
              purposes of the Plan, and to that end may, in its discretion, adopt
              such rules, presumptions and procedures permitted by applicable
              law as it shall deem appropriate or desirable;</p>
            <p>(b) Without limiting the generality of the foregoing, to provide
              that the regularly scheduled working hours to be credited under
              Sections 1.19.2, 1.19.3 and 1.19.4 to an Employee without a regular
              work schedule shall be determined on the basis of a 40-hour work
              week, or an 8-hour work day, or on any other reasonable basis which
              reflects the average hours worked by the Employee or by other Employees
              in the same job classification over a representative period of time,
              provided that the basis so used is consistently applied with respect
              to all Employees within the same job classifications, reasonably
              defined.</p>
          </blockquote>
        </OL>
      </OL>
      <blockquote>
        <p> </p>
        <p>1.19.8 <U>Monthly Equivalency</U>. An Employee who customarily works
          for an Employer for 20 or more hours per week throughout each Year (except
          for holidays and vacations) shall be credited with exactly 190 Hours
          of Service for each month with respect to which he completes at least
          one Hour of Service in accordance with the foregoing provisions of this
          Section 1.19 (regardless of whether the number of Hours of Service actually
          completed in such month exceeds 190), subject to Section 1.19.6.</p>
      </blockquote>
    </OL>
    <blockquote>
      <p name="_Toc505516122"><A NAME="_Toc505516122"><A NAME="_Toc520617199"><A NAME="_Toc521234310"><A NAME="_Toc521831054"><A NAME="_Toc522354497"><A NAME="_Toc536362099"><A NAME="_Toc863214"><A NAME="_Toc865201"><A NAME="_Toc865355"><A NAME="_Toc865509"><A NAME="_Toc1284232"><A NAME="_Toc1287442"><A NAME="_Toc1287599">1.20
        <U>Member</U>. Every individual who on December 31, 1988 was a Member
        of Part I or Part II of this Plan (as then in effect) or of the Arrow
        Electronics ESOP, and every individual who shall have become a Member
        pursuant to Article II hereof, and whose Membership shall not have terminated.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516123"><A NAME="_Toc505516123"><A NAME="_Toc520617200"><A NAME="_Toc521234311"><A NAME="_Toc521831055"><A NAME="_Toc522354498"><A NAME="_Toc536362100"><A NAME="_Toc863215"><A NAME="_Toc865202"><A NAME="_Toc865356"><A NAME="_Toc865510"><A NAME="_Toc1284233"><A NAME="_Toc1287443"><A NAME="_Toc1287600">1.21
        <U>Normal Retirement Date</U>. The 65th anniversary of a Member's date
        of birth.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516124"><A NAME="_Toc505516124"><A NAME="_Toc520617201"><A NAME="_Toc521234312"><A NAME="_Toc521831056"><A NAME="_Toc522354499"><A NAME="_Toc536362101"><A NAME="_Toc863216"><A NAME="_Toc865203"><A NAME="_Toc865357"><A NAME="_Toc865511"><A NAME="_Toc1284234"><A NAME="_Toc1287444"><A NAME="_Toc1287601">1.22
        <U>One-Year Break in Service</U>.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>1.22.1 <U>General Accounts</U>. For purposes of determining the forfeiture of
          Account balances, a One-Year Break in Service is a Year in which the
          individual has no more than 500 Hours of Service. For purposes of determining
          whether a One-Year Break in Service has occurred, an individual who
          is absent from work by reason of a &quot;maternity or paternity absence&quot;
          as defined in Section 1.22.2 shall receive credit for the Hours of Service
          which would have been credited to such individual but for such absence,
          or in any case in which such Hours cannot be determined, eight Hours
          of Service per day of such absence, but in no event more than 501 Hours
          of Service. The Hours of Service credited under this Section 1.22.1
          shall be credited only (a) in the Year in which the absence begins if
          necessary to prevent a One-Year Break in Service in that Year, or (b)
          in all other cases, in the following Year.</p>
        <p> </p>
        <p>1.22.2 <U>Maternity or Paternity Absence</U>. For purposes of this
          Section 1.22, &quot;maternity or paternity absence&quot; means an absence
          from active employment beginning on or after January 1, 1985 by reason
          of (a) the individual's pregnancy, (b)&nbsp;the birth of a child of
          the individual, (c) the placement of a child with the individual in
          connection with the adoption of such child by such individual, or (d)
          for purposes of caring for any such child for a period beginning immediately
          following such birth or placement. Nothing in this Plan shall be construed
          to give an employee a right to a leave of absence for any reason.</p>
      </blockquote>
      <p name="_Toc505516125"><A NAME="_Toc505516125"><A NAME="_Toc520617202"><A NAME="_Toc521234313"><A NAME="_Toc521831057"><A NAME="_Toc522354500"><A NAME="_Toc536362102"><A NAME="_Toc863217"><A NAME="_Toc865204"><A NAME="_Toc865358"><A NAME="_Toc865512"><A NAME="_Toc1284235"><A NAME="_Toc1287445"><A NAME="_Toc1287602">1.23
        <U>PAYSOP Account</U>. A separate Account maintained prior to January
        1, 2001 for each Member who at December 31, 1988 had a balance in an account
        established for him under Part II of this Plan as in effect prior to the
        close of business on December 31, 1988, and earnings thereon.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516126"><A NAME="_Toc505516126"><A NAME="_Toc520617203"><A NAME="_Toc521234314"><A NAME="_Toc521831058"><A NAME="_Toc522354501"><A NAME="_Toc536362103"><A NAME="_Toc863218"><A NAME="_Toc865205"><A NAME="_Toc865359"><A NAME="_Toc865513"><A NAME="_Toc1284236"><A NAME="_Toc1287446"><A NAME="_Toc1287603">1.24
        <U>Plan</U>. The Arrow Electronics Stock Ownership Plan, which as currently
        in effect is set forth in this instrument.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516127"><A NAME="_Toc505516127"><A NAME="_Toc520617204"><A NAME="_Toc521234315"><A NAME="_Toc521831059"><A NAME="_Toc522354502"><A NAME="_Toc536362104"><A NAME="_Toc863219"><A NAME="_Toc865206"><A NAME="_Toc865360"><A NAME="_Toc865514"><A NAME="_Toc1284237"><A NAME="_Toc1287447"><A NAME="_Toc1287604">1.25
        <U>Suspense Account</U>. A suspense account created and maintained pursuant
        to Section 15.7.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516128"><A NAME="_Toc505516128"><A NAME="_Toc520617205"><A NAME="_Toc521234316"><A NAME="_Toc521831060"><A NAME="_Toc522354503"><A NAME="_Toc536362105"><A NAME="_Toc863220"><A NAME="_Toc865207"><A NAME="_Toc865361"><A NAME="_Toc865515"><A NAME="_Toc1284238"><A NAME="_Toc1287448"><A NAME="_Toc1287605">1.26
        <U>Termination of Employment</U>. A Member's employment shall be treated
        as terminated on the date that he ceases to be an Employee, subject to
        Section 2.3.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516129"><A NAME="_Toc505516129"><A NAME="_Toc520617206"><A NAME="_Toc521234317"><A NAME="_Toc521831061"><A NAME="_Toc522354504"><A NAME="_Toc536362106"><A NAME="_Toc863221"><A NAME="_Toc865208"><A NAME="_Toc865362"><A NAME="_Toc865516"><A NAME="_Toc1284239"><A NAME="_Toc1287449"><A NAME="_Toc1287606">1.27
        <U>Trust Agreement</U>. The agreement by and between the Company and the
        Trustee under which this Plan is funded, as from time to time amended.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516130"><A NAME="_Toc505516130"><A NAME="_Toc520617207"><A NAME="_Toc521234318"><A NAME="_Toc521831062"><A NAME="_Toc522354505"><A NAME="_Toc536362107"><A NAME="_Toc863222"><A NAME="_Toc865209"><A NAME="_Toc865363"><A NAME="_Toc865517"><A NAME="_Toc1284240"><A NAME="_Toc1287450"><A NAME="_Toc1287607">1.28
        <U>Trustee</U>. The trustee or trustees from time to time designated under
        the Trust Agreement.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516131"><A NAME="_Toc505516131"><A NAME="_Toc520617208"><A NAME="_Toc521234319"><A NAME="_Toc521831063"><A NAME="_Toc522354506"><A NAME="_Toc536362108"><A NAME="_Toc863223"><A NAME="_Toc865210"><A NAME="_Toc865364"><A NAME="_Toc865518"><A NAME="_Toc1284241"><A NAME="_Toc1287451"><A NAME="_Toc1287608">1.29
        <U>Vested Percentage</U>. The percentage of a Member's Account or a subaccount
        thereof which is nonforfeitable pursuant to Article IV.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516132"><A NAME="_Toc505516132"><A NAME="_Toc520617209"><A NAME="_Toc521234320"><A NAME="_Toc521831064"><A NAME="_Toc522354507"><A NAME="_Toc536362109"><A NAME="_Toc863224"><A NAME="_Toc865211"><A NAME="_Toc865365"><A NAME="_Toc865519"><A NAME="_Toc1284242"><A NAME="_Toc1287452"><A NAME="_Toc1287609">1.30
        <U>Year</U>. The period of time commencing with the first day of January
        and ending with the last day of December.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516133"><A NAME="_Toc505516133"><A NAME="_Toc520617210"><A NAME="_Toc521234321"><A NAME="_Toc521831065"><A NAME="_Toc522354508"><A NAME="_Toc536362110"><A NAME="_Toc863225"><A NAME="_Toc865212"><A NAME="_Toc865366"><A NAME="_Toc865520"><A NAME="_Toc1284243"><A NAME="_Toc1287453"><A NAME="_Toc1287610">1.31
        <U>Year of Employment</U>. A Year during which an employee has not less
        than one thousand (1,000) Hours of Service.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516135"><A NAME="_Toc505516135"><A NAME="_Toc520617212"><A NAME="_Toc521234323"><A NAME="_Toc521831067"><A NAME="_Toc522354509"><A NAME="_Toc536362111"><A NAME="_Toc863226"><A NAME="_Toc865213"><A NAME="_Toc865367"><A NAME="_Toc865521"><A NAME="_Toc1284244"><A NAME="_Toc1287454"><A NAME="_Toc1287611">1.32
        <U>Year of Service</U>. A (a) Year of Employment, and (b) in the case
        of a former member of the Arrow Electronics ESOP, any other Year between
        1984 through 1988, inclusive, on the last day of which the employee rendered
        services to an Employer, but excluding</A> <A NAME="_Toc521831068">any
        Year prior to the Effective Date (or, in the case of a former member of
        the Cramer Electronics, Inc. Employee Savings/Investment Plan, prior to
        January 1, 1972) and excluding any Year prior to the Year in which the
        employee attained age 18. Notwithstanding the foregoing, the term &quot;Year
        of Service&quot; shall not include any Year not taken into account for
        vesting purposes</A> <A NAME="_Toc505516136">as of December 31, 1984 under
        the Plan or the Arrow Electronics ESOP as a result of the application
        of the break rules of those plans as then in effect, nor any other Year
        which was succeeded by five consecutive One-Year Breaks In Service (&quot;Five-Year
        Break&quot;), if the number of such One-Year Breaks in Service was equal
        to or in excess of the individual's Years of</A></A></A> <A NAME="_Toc865214"><A NAME="_Toc865368"><A NAME="_Toc865522">Service
        prior to such Five-Year Break and the individual had no nonforfeitable
        rights under the Plan at the time of the Five-Year Break.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
  </OL>
  <blockquote>
    <p><a href="#top">back to top</a></p>
  </blockquote>
</OL>
<p></p>
<p align="center"><U> Article II</u> <a name="_Toc505516137"><a name="_Toc520617213"><a name="_Toc521234324"><a name="_Toc521831069"><a name="_Toc522354510"><a name="_Toc536362112"><a name="_Toc863227"><a name="_Toc865215"><a name="_Toc865369"><a name="_Toc865523"><a name="_Toc1284245"><a name="_Toc1287612"><br>
  <a name="_Toc1287455">Membership</a></a></a></a></a></a></a></a></a></a></a></a></a></p>
<p align="center"><BR>
</p>
<p></P> </p>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516138"><A NAME="_Toc505516138"><A NAME="_Toc520617214"><A NAME="_Toc521234325"><A NAME="_Toc521831070"><A NAME="_Toc522354511"><A NAME="_Toc536362113"><A NAME="_Toc863228"><A NAME="_Toc865216"><A NAME="_Toc865370"><A NAME="_Toc865524"><A NAME="_Toc1284246"><A NAME="_Toc1287456"><A NAME="_Toc1287613">2.1 <u>In
        General</U>. An Employee who has not previously become a Member shall
        become a Member on the first Entry Date on or after January 1, 1989 coincident
        with or next following the later of his reaching age 21 or his completing
        a consecutive 12-month period in which he is credited with 1,000 Hours
        of Service, provided he is then an Employee. The first</A> <A NAME="_Toc536362114">consecutive
        12-month period taken into account for this purpose shall start on the
        date on which he first performs an Hour of Service described in Section
        1.19.1, and if he does not complete 1,000 Hours of Service within that
        period, the subsequent 12-month periods shall be Years, beginning with
        the first Year after such date.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516139"><A NAME="_Toc505516139"><A NAME="_Toc520617215"><A NAME="_Toc521234326"><A NAME="_Toc521831071"><A NAME="_Toc522354512"><A NAME="_Toc536362115"><A NAME="_Toc863229"><A NAME="_Toc865217"><A NAME="_Toc865371"><A NAME="_Toc865525"><A NAME="_Toc1284247"><A NAME="_Toc1287457"><A NAME="_Toc1287614">2.2 <U>Service
        with Affiliates</U>. Solely for the purposes of determining (a) whether
        an employee has met the length of service requirement imposed as a prerequisite
        for membership in the Plan, or (b) the Hours of Service credited to an
        employee under the Plan,</A> <A NAME="_Toc521831072">service with any
        Affiliate shall be treated as service with an Employer. Notwithstanding
        any other provision of this Plan, a Member shall be eligible to share
        in contributions and forfeitures under the Plan only with respect to Compensation
        paid by an Employer for service as an Employee (as distinguished from
        service for any Affiliate).</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516140"><A NAME="_Toc505516140"><A NAME="_Toc520617216"><A NAME="_Toc521234327"><A NAME="_Toc521831073"><A NAME="_Toc522354513"><A NAME="_Toc536362116"><A NAME="_Toc863230"><A NAME="_Toc865218"><A NAME="_Toc865372"><A NAME="_Toc865526"><A NAME="_Toc1284248"><A NAME="_Toc1287458"><A NAME="_Toc1287615">2.3
        <U>Transfers</U>.</A></A></A></A></A></A></A></A></A></A></A></A></A>
      </p>
      <blockquote>
        <p> </p>
        <p>2.3.1 <U>Transfer to Eligible Employment</U>. If an individual is transferred
          to employment eligible for membership in this Plan from employment with
          an Affiliate or with an Employer in a position not so eligible, he shall
          become a Member on the later of (a) the date of such transfer, or (b)
          the Entry Date on which he would have become a Member if his prior employment
          by the Employer or Affiliate had been in a position eligible for membership
          in the Plan.</p>
        <p> </p>
        <p>2.3.2<U>Transfer to Affiliate or Ineligible Employment</U>. If a Member is
          transferred to employment with (a)&nbsp;an Affiliate or (b) an Employer
          in a position ineligible for membership in the Plan, he shall not be
          deemed to have retired or terminated his employment for the purposes
          of the Plan until such time as he is employed neither by an Employer
          nor by any Affiliate. Such a Member shall be eligible to share in contributions
          and forfeitures under the Plan for the Year of such transfer, provided
          that he remains an employee of an Employer or any Controlled Group Affiliate
          as of the last day of that Year, or he ceased to be such an employee
          during the Year by reason of death or Disability, or on or after attainment
          of his Normal Retirement Date, but he shall not be eligible to share
          in contributions or forfeitures for subsequent Years unless and until
          he returns to employment as an Employee in a position not excluded from
          active membership pursuant to Section 1.12. For purposes of this Section
          2.3.2, for any period after a Member's Vested Percentage in his Account
          is 100%, &quot;Affiliate&quot; shall not include an organization described
          only in Section 1.3.2.</p>
      </blockquote>
      <p name="_Toc505516141"><A NAME="_Toc505516141"><A NAME="_Toc520617217"><A NAME="_Toc521234328"><A NAME="_Toc521831074"><A NAME="_Toc522354514"><A NAME="_Toc536362117"><A NAME="_Toc863231"><A NAME="_Toc865219"><A NAME="_Toc865373"><A NAME="_Toc865527"><A NAME="_Toc1284249"><A NAME="_Toc1287459"><A NAME="_Toc1287616">2.4
        <U>Reemployment</U>. If a Member whose Accounts are not vested terminates
        employment and is subsequently rehired as an Employee after five or more
        consecutive One-Year Breaks in Service, he shall upon rehire be treated
        as a new employee for all purposes of this</A> <A NAME="_Toc505516142">Plan.
        In all other cases, a Member who terminates employment and is subsequently
        rehired as an Employee shall be eligible to resume membership in this
        Plan immediately upon rehire.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
  </OL>
  <blockquote>
    <p><a href="#top">back to top</a></p>
  </blockquote>
</OL>
<p> </p>
<p align="CENTER">Article III<a name="_Toc505516143"><a name="_Toc520617218"><a name="_Toc521234329"><a name="_Toc521831075"><a name="_Toc522354515"><a name="_Toc536362118"><a name="_Toc863232"><a name="_Toc865220"><a name="_Toc865374"><a name="_Toc865528"><a name="_Toc1284250"><a name="_Toc1287617"><br>
  <a name="_Toc1287460">Contributions</a></a></a></a></a></a></a></a></a></a></a></a></a></p>
</p>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516144"><A NAME="_Toc505516144"><A NAME="_Toc520617219"><A NAME="_Toc521234330"><A NAME="_Toc521831076"><A NAME="_Toc522354516"><A NAME="_Toc536362119"><A NAME="_Toc863233"><A NAME="_Toc865221"><A NAME="_Toc865375"><A NAME="_Toc865529"><A NAME="_Toc1284251"><A NAME="_Toc1287461"><A NAME="_Toc1287618">3.1 <U>Source
        of Contributions</U>. All contributions to the Fund will be made by the
        Employers. Contributions by Members shall not be required or permitted.
        The Company</A></A></A></A></A></A> <A NAME="_Toc520617220"><A NAME="_Toc522354517"><A NAME="_Toc863234"><A NAME="_Toc1284252"><A NAME="_Toc1284592"><A NAME="_Toc1287462"><A NAME="_Toc1287619">may,
        in its discretion, make the contribution to the Fund required of any other
        Employer hereunder, as agent for such Employer.</A></A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516145"><A NAME="_Toc505516145"><A NAME="_Toc520617221"><A NAME="_Toc521234331"><A NAME="_Toc521831077"><A NAME="_Toc522354518"><A NAME="_Toc536362120"><A NAME="_Toc863235"><A NAME="_Toc865222"><A NAME="_Toc865376"><A NAME="_Toc865530"><A NAME="_Toc1284253"><A NAME="_Toc1287463"><A NAME="_Toc1287620">3.2
        <U>Amount of Contributions</U>. For each Year that the Plan is in effect,
        each Employer shall contribute to the Fund such amount (if any) as the
        board of directors of such Employer shall determine in its sole discretion.
        Such amounts shall be transferred by each Employer to the Trustee in cash
        or in Common Stock, as such board of directors shall determine,</A> <A NAME="_Toc536362121">from
        time to time during the Year, or after the close of the Year, but within
        the time prescribed by law for the filing of such Employer's federal income
        tax return for such Year.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516146"><A NAME="_Toc505516146"><A NAME="_Toc520617222"><A NAME="_Toc521234332"><A NAME="_Toc521831078"><A NAME="_Toc522354519"><A NAME="_Toc536362122"><A NAME="_Toc863236"><A NAME="_Toc865223"><A NAME="_Toc865377"><A NAME="_Toc865531"><A NAME="_Toc1284254"><A NAME="_Toc1287464"><A NAME="_Toc1287621">3.3
        <U>Maximum Limitation</U>. The following provisions shall apply notwithstanding
        any provision of Article IV to the contrary:</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>3.3.1 <U>Maximum Limitation</U>. Subject to the provisions of Section 3.3.2,
          the contributions and forfeitures allocated to a Member's Account under
          this Plan for any Year, when added to (a) the contributions and forfeitures
          allocable to his account under the Arrow Electronics Savings Plan or
          under any other plan (or portion thereof) of any Employer or any of
          its Affiliates subject to section 415(c) of the Code, (b) employee contributions
          under all such plans (or portions thereof) but not including rollover
          contributions, loan repayments or repayments of prior distributions
          upon exercise of buy-back rights, and (c)&nbsp;amounts described in
          section 419A(d)(2) of the Code (relating to post-retirement medical
          benefits of key employees) or allocated to a pension plan individual
          medical account described in section 415(l) of the Code, to the extent
          includible for purposes of section 415(c)(2) of the Code, shall not
          exceed the lesser of (a) $30,000 as adjusted pursuant to section 415(d)
          of the Code or (b) 25% of the Member's Earnings (as defined in Section
          3.3.4) for such Year. Employer and employee contributions taken into
          account as Annual Additions shall include &quot;excess contributions&quot;
          as defined in section 401(k)(8)(B) of the Code, &quot;excess aggregate
          contributions&quot; as defined in section 401(m)(6)(B) of the Code,
          and &quot;excess deferrals&quot; as described in section 402(g) of the
          Code (to the extent such excess deferrals are not distributed to the
          employee before the April 15 following the taxable year of the employee
          in which such deferrals were made), regardless of whether such amounts
          are distributed or forfeited. Notwithstanding the foregoing, for any
          Year that this Plan satisfies all of the requirements of section 4l5(c)(6)
          of the Code, the provisions of this Section 3.3.1, shall be applied
          by disregarding (y) any contributions for a Year which are applied to
          the payment of interest on a loan incurred for the purpose of acquiring
          Common Stock and are charged against a Member's Account, and (z) forfeitures
          of Common Stock that was acquired with the proceeds of a loan. For purposes
          of this Section 3.3.1, forfeitures of Common Stock shall be valued as
          of the day of reallocation, i.e., December 31 of such Year.</p>
        <p> </p>
        <p>3.3.2 <U>Adjustment of Limitation</U>. The limitation described in Section 3.3.1
          shall be applied taking into account the special rule in section 415(c)(6)
          of the Code.</p>
        <p> </p>
        <p>3.3.3 <U>Valuation of Common Stock from Suspense Account</U>. For purposes of
          this Section 3.3, shares of Common Stock that are withdrawn from the
          Suspense Account in any Year by reason of Employer contributions for
          such Year (and allocable to a Member's Account as of the last day of
          such Year in accordance with Section 4.6) shall be taken into account
          in an amount equal to the lesser of (a) the amount of such Employer
          contributions, or (b) the fair market value of such shares as of the
          last day of such Year.</p>
        <p> </p>
        <p>3.3.4  <U>Definition of Earnings</U>. &quot;Earnings&quot; means total compensation
          actually paid by all Employers and Affiliates. Effective January 1,
          1989, Earnings taken into account under the Plan for any Year shall
          not exceed the amount determined in accordance with section 401(a)(17)
          of the Code. Effective January 1, 1998, earnings shall be determined
          before giving effect to any salary reduction agreement under the Arrow
          Electronics Savings Plan (or similar contributions under any other cash
          or deferred arrangement within the meaning of section 401(k) of the
          Code) or to any similar reduction agreement pursuant to any cafeteria
          plan (within the meaning of section 125 of the Code) or, effective January
          1, 2001, for purposes of receiving transportation fringe benefits (as
          described in section 132(f)(4) of the Code).</p>
        <p></p>
        <p>3.3.5 <U> Coverage by Defined Benefit Plan</U>. For Years beginning before January
          1, 2000, if a Member has at any time been covered by a defined benefit
          plan maintained by an Employer or an Affiliate, the limitations set
          forth in this Article III shall be further reduced if and to the extent
          necessary to comply with section 415(e) of the Code. </p>
      </blockquote>
      <p name="_Toc505516147"><A NAME="_Toc505516147"><A NAME="_Toc520617223"><A NAME="_Toc521234333"><A NAME="_Toc521831079"><A NAME="_Toc522354520"><A NAME="_Toc536362123"><A NAME="_Toc863237"><A NAME="_Toc865224"><A NAME="_Toc865378"><A NAME="_Toc865532"><A NAME="_Toc1284255"><A NAME="_Toc1287465"><A NAME="_Toc1287622">3.4
        <U>Contributions Conditional</U>. Notwithstanding any other provisions
        of the Plan or the Trust Agreement, all contributions under the Plan are
        conditioned on the deductibility</A> <A NAME="_Toc521831080">of such contributions
        under section 404(a) of the Code for the taxable year for which contributed,
        and on initial qualification of the Plan under section 401(a) of the Code.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
  </OL>
  <blockquote>
    <p><a href="#top">back to top</a></p>
  </blockquote>
</OL>
<p> </p>
<p align="CENTER">Article IV<a name="_Toc505516148"><a name="_Toc520617224"><a name="_Toc521234334"><a name="_Toc521831081"><a name="_Toc522354521"><a name="_Toc536362124"><a name="_Toc863238"><a name="_Toc865225"><a name="_Toc865379"><a name="_Toc865533"><a name="_Toc1284256"><a name="_Toc1287623"><br>
  <a name="_Toc1287466">Accounts</a></a></a></a></a></a></a></a></a></a></a></a></a>
</p>
<p></P>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc521831082"><A NAME="_Toc521831082"><A NAME="_Toc522354522"><A NAME="_Toc536362125"><A NAME="_Toc863239"><A NAME="_Toc865226"><A NAME="_Toc865380"><A NAME="_Toc865534"><A NAME="_Toc1284257"><A NAME="_Toc1287467"><A NAME="_Toc1287624">4.1
        <U>Accounts</U>. <A NAME="_Toc505516149"><A NAME="_Toc520617225"><A NAME="_Toc521234335">
        The Administrator shall maintain an account or accounts for each Member,
        in which the number of shares or fractions of a share (to the nearest
        one-hundredth) allocated to each Member shall be recorded</A></A></A>.
        Each Member's General Account as constituted prior to January 1, 2001
        shall be credited with (a) the balance (if any) as of December</A></A></A>
        <A NAME="_Toc865227"><A NAME="_Toc865381"><A NAME="_Toc865535">31, 1988
        in the Member's account under Part I of this Plan as then in effect, (b)&nbsp;the
        balance (if any) as of December 31, 1988 in the Member's account under
        the Arrow Electronics ESOP, (c) contributions and forfeitures allocated
        to the Member pursuant to Section 4.3 after December 31, 1988, and prior
        to January 1, 2001, (d)&nbsp;the balance in the Member's PAYSOP Account
        as of</A></A></A></A> <A NAME="_Toc863240"><A NAME="_Toc1284258"><A NAME="_Toc1284598"><A NAME="_Toc1287468"><A NAME="_Toc1287625">December
        31, 2000 (if any), and (e) future earnings in respect of Common Stock
        credited to the General Account.</A></A> Effective as of January 1, 2001
        all such accounts are consolidated into a single Account for each Member,
        which shall include the Member's General Account and PAYSOP Account as
        previously constituted, and which shall be credited with contributions
        and forfeitures</A> <A NAME="_Toc536362126">allocated pursuant to Section
        4.3 after December 31, 2000 and with future earnings in respect of Common
        Stock credited to such Account.</A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516150"><A NAME="_Toc505516150"><A NAME="_Toc520617226"><A NAME="_Toc521234336"><A NAME="_Toc521831083"><A NAME="_Toc522354523"><A NAME="_Toc536362127"><A NAME="_Toc863241"><A NAME="_Toc865228"><A NAME="_Toc865382"><A NAME="_Toc865536"><A NAME="_Toc1284259"><A NAME="_Toc1287469"><A NAME="_Toc1287626">4.2
        <U>Eligibility to Share in Contributions and Forfeitures</U>. Notwithstanding
        any other provision of this Plan, a Member shall be eligible to share
        in contributions or forfeitures for a Year (a &quot;Participating Member&quot;)
        only if he has not less than 1,000 Hours of Service during such Year;
        provided, however, that if such Member retires at or after Normal Retirement
        Date, suffers Disability or dies during such Year, the 1,000 Hours of
        Service requirement shall be pro-rated.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516151"><A NAME="_Toc505516151"><A NAME="_Toc520617227"><A NAME="_Toc521234337"><A NAME="_Toc521831084"><A NAME="_Toc522354524"><A NAME="_Toc536362128"><A NAME="_Toc863242"><A NAME="_Toc865229"><A NAME="_Toc865383"><A NAME="_Toc865537"><A NAME="_Toc1284260"><A NAME="_Toc1287470"><A NAME="_Toc1287627">4.3
        <U>Allocation of Contributions and Forfeitures</U>. As of the last day
        of each Year, the Common Stock contributed for that Year, or purchased
        with cash contributions for that Year, or attributable to forfeitures
        for that Year, shall be allocated to the Accounts of all</A> <A NAME="_Toc521831085">Members
        who are Employees as of the last day of that Year or whose employment
        terminated during that Year (a) at or after attaining either their Normal
        Retirement Date or (b), effective for Members retiring on or after January
        1, 2002, their &quot;Early Retirement Date&quot; (which shall be the first
        date on which they are at least age 60 and have completed at least 10
        Years of Service), or</A></A></A> <A NAME="_Toc865230"><A NAME="_Toc865384"><A NAME="_Toc865538">(c)
        on account of death or Disability, and are Participating Members. Such
        Common Stock shall be allocated in the ratio which the</A> <A NAME="_Toc521234338">Compensation
        of each Participating Member bears to the total Compensation of all Participating
        Members for such Year. In allocating forfeitures of Common</A></A></A></A>
        <A NAME="_Toc863243"><A NAME="_Toc1284261"><A NAME="_Toc1284601"><A NAME="_Toc1287471"><A NAME="_Toc1287628">Stock,
        the Administrator shall allocate each Category of Common Stock proportionately
        to the Accounts of each Member to whom forfeited Common Stock is allocated.</A></A></A></A></A></A></A></A></A></A></A></A>
        </A></A></p>
      <p name="_Toc505516152"><A NAME="_Toc505516152"><A NAME="_Toc520617229"><A NAME="_Toc521234339"><A NAME="_Toc521831086"><A NAME="_Toc522354525"><A NAME="_Toc536362129"><A NAME="_Toc863244"><A NAME="_Toc865231"><A NAME="_Toc865385"><A NAME="_Toc865539"><A NAME="_Toc1284262"><A NAME="_Toc1287472"><A NAME="_Toc1287629">4.4
        <U>Crediting the Earnings and Other Amounts Received in Respect of Common
        Stock</U>. All distributions (except distributions of Common Stock) received
        in respect of Common Stock previously allocated to Members' Accounts,
        including, without limitation, cash</A> <A NAME="_Toc536362130">dividends,
        shall, to the extent not applied toward payment of an Exempt Loan in accordance
        with</A> <A NAME="_Toc521234340">Section 15.3, be applied to the purchase
        of Common Stock which shall be credited to the Accounts of Members in
        proportion to the amount of Common Stock held in such Accounts when such
        distributions accrued. All distributions (except distributions of Common
        Stock) received in respect of Common Stock not previously allocated to
        Members' Accounts, but</A> <A NAME="_Toc520617230">subsequently allocated
        as of the close of the Year, shall, to the extent not applied toward payment
        of an Exempt Loan in accordance with Section 15.3, be applied to the purchase
        of Common Stock which shall be credited to the Accounts of Participating
        Members (as defined in Section 4.2) as of the end of the Year in proportion
        to the crediting of such unallocated Common Stock to Members' Accounts
        at the end of the Year, except as otherwise provided in Section 4.7. Distributions
        with respect to which there is an ex-dividend date shall be deemed to
        accrue on the first day on which the Common Stock sells ex-dividend.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p>In the event that the distribution received in respect of Common Stock
        previously allocated to Members' Accounts is additional Common Stock,
        such additional Common Stock shall be allocated to the Accounts of Members
        in proportion to the amount of Common Stock in their Accounts when the
        right to such additional Common Stock accrues.</p>
      <p>In the event that the distribution received in respect of Common Stock
        not previously allocated to Members' Accounts, but subsequently allocated
        as of the close of the Year, is additional Common Stock, such additional
        Common Stock shall be allocated to the Accounts of Participating Members
        in proportion to the allocation at the end of the Year of such previously
        unallocated Common Stock, except as otherwise provided in Section 4.7.</p>
      <p>All distributions received in respect of Common Stock held in the Suspense
        Account and not allocated to Members' Accounts at or before the close
        of the Year, to the extent not applied toward repayment of an Exempt Loan
        in accordance with Section 15.3, shall (unless made in the form of Common
        Stock) be applied to the purchase of Common Stock, and the Common Stock
        so purchased (or distributed) shall be credited to the Accounts of Participating
        Members as of the end of the Year in the proportion in which they are
        eligible to share in Employer contributions for such Year as provided
        in Section 4.3 except as otherwise provided in Section 4.7.</p>
      <p>Distributions described in this Section 4.4 may not be used to pay an
        Exempt Loan except to the extent permitted under Section 15.3. To the
        extent so used, the foregoing provisions of this Section 4.4 shall not
        apply, and such distributions shall be treated as applied to purchase
        the Common Stock withdrawn from the Suspense Account by reason of such
        payment, and such Common Stock shall be allocated as provided in Section
        4.6.</p>
      <p name="_Toc505516153"><A NAME="_Toc505516153"><A NAME="_Toc520617231"><A NAME="_Toc521234341"><A NAME="_Toc521831087"><A NAME="_Toc522354526"><A NAME="_Toc536362131"><A NAME="_Toc863245"><A NAME="_Toc865232"><A NAME="_Toc865386"><A NAME="_Toc865540"><A NAME="_Toc1284263"><A NAME="_Toc1287473"><A NAME="_Toc1287630">4.5
        <U>Reallocation of Common Stock</U>. Common Stock once allocated to the
        Account of a Member shall not be reallocated to the Account of any other
        Member except as follows:</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>4.5.1 <U>Forfeited Common Stock</U>. Common Stock forfeited by Members
          shall be reallocated as provided in Section 4.3.</p>
        <p> </p>
        <p>4.5.2 <U>Cash Distributed In Lieu of Common Stock</U>. In the event
          that the Trustee distributes cash in lieu of a fractional share of Common
          Stock in a Member's Account, this Common Stock shall, for purposes of
          allocation to the Accounts of other Members, be treated as having been
          purchased by the Trustee during the Year in which such distribution
          is made for the amount so distributed in cash. However, the Common Stock
          so allocated by the Trustee shall remain in the same Category of Common
          Stock in the Accounts of the Members to whom reallocated as it was in
          the Account of the Member to whom previously allocated.</p>
      </blockquote>
      <p name="_Toc505516154"><A NAME="_Toc505516154"><A NAME="_Toc520617232"><A NAME="_Toc521234342"><A NAME="_Toc521831088"><A NAME="_Toc522354527"><A NAME="_Toc536362132"><A NAME="_Toc863246"><A NAME="_Toc865233"><A NAME="_Toc865387"><A NAME="_Toc865541"><A NAME="_Toc1284264"><A NAME="_Toc1287474"><A NAME="_Toc1287631">4.6
        <U>Common Stock Withdrawn from the Suspense Account</U>. Common Stock
        withdrawn from the Suspense Account for any Year pursuant to Section 15.7
        shall be allocated as of the last day of such Year among Members in the
        following manner:</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>4.6.1 <U>Employer Contributions</U>. To the extent that such Common
          Stock was withdrawn from the Suspense Account by reason of Employer
          contributions for such Year, or by reason of earnings on Plan assets
          held in the Suspense Account and not allocated to Members' Accounts
          on or before the end of such Year, such Common Stock shall be allocated
          among Participating Members for such Year in the proportion in which
          they are eligible to share in Employer contributions for such Year as
          provided in Section 4.3.</p>
        <p> </p>
        <p>4.6.2 <U>Income on Common Stock</U>. To the extent that such Common
          Stock was withdrawn from the Suspense Account by reason of dividends
          or other distributions on Common Stock allocated to Members' Accounts
          on or before the last day of such Year, such Common Stock shall be allocated
          among Members in proportion to their respective interests in the Common
          Stock in respect of which such dividends or other distributions were
          made, in the manner provided in Section 4.4.</p>
      </blockquote>
      <p name="_Toc505516155"><A NAME="_Toc505516155"><A NAME="_Toc520617233"><A NAME="_Toc521234343"><A NAME="_Toc521831089"><A NAME="_Toc522354528"><A NAME="_Toc536362133"><A NAME="_Toc863247"><A NAME="_Toc865234"><A NAME="_Toc865388"><A NAME="_Toc865542"><A NAME="_Toc1284265"><A NAME="_Toc1287475"><A NAME="_Toc1287632">4.7
        <U>Maximum Limitation</U>. If the total allocation to a Member's Account
        in any one Year under Section 4.3 and (with respect to allocations of
        earnings and other amounts received in respect of Common Stock not previously
        allocated to Members' Accounts) Section</A></A></A></A> <A NAME="_Toc863248"><A NAME="_Toc1284266"><A NAME="_Toc1284606"><A NAME="_Toc1287476"><A NAME="_Toc1287633">4.4
        and Section 4.6.1 would exceed the limitations set forth in Section 3.3,
        such excess shall be</A> <A NAME="_Toc505516156">used to reduce contributions
        (including allocation of any forfeitures) for such Member in the next
        Year and each succeeding Year if necessary; provided, if the Member is
        not covered by this Plan at the end of the Year, the portion exceeding
        the limitations set forth in Section 3.3 shall be held by the Trustee
        in escrow (with the Plan as beneficiary) to be allocated to the Members'
        Accounts</A></A> <A NAME="_Toc521234344"><A NAME="_Toc536362134">in the
        next succeeding Year or Years in the manner set forth in Section 4.3,
        and in proportion to the Compensation for such later Year or Years, as
        soon as permitted after giving effect to Section 3.3. Any distributions
        or other earnings received for any Year on assets remaining in such</A>
        <A NAME="_Toc520617234">escrow as of the close of such Year shall also
        be held in such escrow. In the event of a termination of the Plan, unallocated
        amounts held in such escrow shall be allocated to the extent possible
        under this Article IV for the Year of termination. Any amount remaining
        in such escrow upon termination of the Plan shall then be returned to
        the Company or other Employer, notwithstanding any other provision of
        the Plan or Trust Agreement.</A></A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516157"><A NAME="_Toc505516157"><A NAME="_Toc520617235"><A NAME="_Toc521234345"><A NAME="_Toc521831090"><A NAME="_Toc522354529"><A NAME="_Toc536362135"><A NAME="_Toc863249"><A NAME="_Toc865235"><A NAME="_Toc865389"><A NAME="_Toc865543"><A NAME="_Toc1284267"><A NAME="_Toc1287477"><A NAME="_Toc1287634">4.8
        <U>Administration of Accounts</U>. Contributions, forfeitures and Common
        Stock withdrawn from the Suspense Account shall be allocated annually
        as of the close of each</A> <A NAME="_Toc521831091">Year. All other allocations
        provided for in this Article IV shall be made quarterly, semi-annually
        or annually, as directed by the Administrator.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516158"><A NAME="_Toc505516158"><A NAME="_Toc520617236"><A NAME="_Toc521234346"><A NAME="_Toc521831092"><A NAME="_Toc522354530"><A NAME="_Toc536362136"><A NAME="_Toc863250"><A NAME="_Toc865236"><A NAME="_Toc865390"><A NAME="_Toc865544"><A NAME="_Toc1284268"><A NAME="_Toc1287478"><A NAME="_Toc1287635">4.9
        <U>Voting of Common Stock</U>.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>4.9.1 <U>Members' Rights</U>. Each Member shall have the right to direct
          the Trustee as to the manner in which shares of Common Stock allocated
          to his Account are to be voted. The Company shall furnish the Trustee
          and the Members with notices and information statements when voting
          rights are to be exercised, in such time and manner as may be required
          by applicable law and the Company's Certificate of Incorporation and
          By-Laws. Such statements shall be substantially the same for Members
          as for holders of Common Stock in general. The Member may, in his discretion,
          grant proxies for the exercise of his voting rights under this Section
          4.9 in accordance with proxy provisions of general application. The
          Trustee shall vote such Common Stock in accordance with the direction
          of the Member or, if permitted by the Member, in its sole discretion.
          Fractional shares of Common Stock allocated to Members' Accounts shall
          be combined to the largest number of whole shares and voted by the Trustee
          to reflect to the extent possible the voting direction of the Members
          holding fractional shares.</p>
        <p> </p>
        <p>4.9.2 <U>Vote by Trustee</U>. Any Common Stock held in escrow under
          Section 4.7, or in the Suspense Account under Section 15.7, or otherwise
          not allocated to a Member's Account at the time of reference, may be
          voted by the Trustee in its sole discretion. Whenever the Trustee may
          vote any Common Stock in its sole discretion under this Section 4.9,
          the Trustee shall do so in a manner that the Trustee judges to be in
          the best interest of the Members and their Beneficiaries. This may include,
          if the Trustee judges it appropriate, the voting of such Common Stock
          so as to reflect the voting directions given by the Members with respect
          to Common Stock with respect to which they have voting rights under
          this Section 4.9. The Trustee shall not vote any Common Stock with respect
          to which a Member has voting rights under this Section 4.9 except in
          accordance with valid directions or proxies given in accordance with
          this Section 4.9.</p>
        <p> </p>
        <p>4.9.3 <U>Rights of Beneficiaries</U>. All rights of Members under this
          Section 4.9 shall, upon the death of a Member, be exercisable by such
          Member's Beneficiary until such time as the Member's Account shall have
          been fully distributed to such Beneficiary.</p>
      </blockquote>
      <p name="_Toc505516159"><A NAME="_Toc505516159"><A NAME="_Toc520617237"><A NAME="_Toc521234347"><A NAME="_Toc521831093"><A NAME="_Toc522354531"><A NAME="_Toc536362137"><A NAME="_Toc863251"><A NAME="_Toc865237"><A NAME="_Toc865391"><A NAME="_Toc865545"><A NAME="_Toc1284269"><A NAME="_Toc1287479"><A NAME="_Toc1287636">4.10
        <U>Vesting</U>.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>4.10.1 <U>Normal Retirement, Disability or Death</U>. Upon a Member's
          Termination of Employment on account of death or Disability, or upon
          his attainment of his Normal Retirement Date (or any higher age) while
          employed by an Employer or an Affiliate, his Account shall have a Vested
          Percentage of 100%.</p>
        <p> </p>
        <p>4.10.2 <U>Vesting Schedule</U>.&nbsp;&nbsp;Upon a Member's Termination
          of Employment for a reason other than death, retirement at or after
          his Normal Retirement Date, or Disability, he shall be entitled to receive
          the Vested Percentage of the balance in his Account, determined on the
          basis of the Member's Years of Service, as follows:</p>
      </blockquote>
      <p> </p>
      <p><U>Years of Service</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        <U>Vested Percentage</U></p>
      <p>5 or more&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        &nbsp;&nbsp; 100%</p>
      <p>less than 5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        &nbsp;&nbsp;&nbsp;&nbsp; 0%</p>
      <p>Notwithstanding the foregoing, a Member who had a vested or partially
        vested account under Part I of the Plan on January 1, 1984, or who had
        a PAYSOP Account transferred to his Account as of January 1, 2001, shall
        have a Vested Percentage of 100%, without regard of his actual Years of
        Service.</p>
      <p name="_Toc505516160"><A NAME="_Toc505516160"><A NAME="_Toc520617238"><A NAME="_Toc521234348"><A NAME="_Toc521831094"><A NAME="_Toc522354532"><A NAME="_Toc536362138"><A NAME="_Toc863252"><A NAME="_Toc865238"><A NAME="_Toc865392"><A NAME="_Toc865546"><A NAME="_Toc1284270"><A NAME="_Toc1287480"><A NAME="_Toc1287637">4.11
        <U>Diversification of Investments</U>.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>4.11.1 <U>Definitions</U>. For purposes of this Section 4.11, &quot;Qualified
          Member&quot; means a Member who has attained age 55 and who has completed
          10 Years of Membership in the Plan, and &quot;Qualified Election Period&quot;
          means the six-Year period beginning with the later of (a) the Year in
          which the Member first becomes a Qualified Member and (b) the Year beginning
          January 1, 1988.</p>
        <p> </p>
        <p>4.11.2 <U>Election by Qualified Member</U>. If the fair market value of the Common
          Stock acquired by the Plan after December 31, 1986 and ever allocated
          to the Accounts of a Qualified Member exceeds $500 at the end of a Year
          in such Member's Qualified Election Period, then all shares of Common
          Stock acquired by the Plan after December 31, 1986 and ever allocated
          to the Accounts of the Qualified Member shall be subject to a diversification
          election within 90 days of such Year-end and within 90 days of the end
          of each remaining Year in the Qualified Member's Qualified Election
          Period. Within each such 90-day period except the last one, the Qualified
          Member shall be permitted to direct the Plan to transfer to the Arrow
          Electronics Savings Plan a number of shares up to (a) 25% of the total
          number of shares of Common Stock acquired by the Plan after December
          31, 1986 and ever allocated to the Accounts of the Qualified Member
          on or before the last day of the Year just ended, less (b) the number
          of such shares previously distributed, transferred, or diversified pursuant
          to an election made under this Section 4.11.2 after December 31, 1986.
          In the last election permitted to a Qualified Member, &quot;50%&quot;
          shall be substituted for &quot;25%&quot; in clause (a) of the preceding
          sentence. The Qualified Member's direction to the Plan shall be given
          in such manner and at such time as the Administrator shall prescribe.
          For purposes of this Section 4.11.2, the total number of shares of Common
          Stock acquired by the Plan after December 31, 1986 shall not include
          shares contributed during 1987 to Part II of the Plan as then in effect
          as a contribution with respect to, and deductible by the Company for,
          the Year ended December 31, 1986.</p>
        <p> </p>
        <p>4.11.3 <U>Additional Diversification</U>. The Administrator may in his discretion
          permit Qualified Members to direct the Plan to diversify, in the manner
          set out in Section 4.11.2, a number of shares greater than the number
          specified in such Section; provided, that any such additional diversification
          shall be made available to Qualified Members in a manner that does not
          discriminate in favor of Highly Compensated Employees.</p>
        <p> </p>
        <p>4.11.4 <U>Transfer of Account</U>. Whenever a Qualified Member makes an election
          pursuant to Section 4.11.2, the Administrator shall within 90 days of
          the end of the Qualified Member's 90-day election period sell the number
          of shares for which diversification has been elected and transfer the
          proceeds, net of brokerage fees, to the Qualified Member's rollover
          contributions account in the Arrow Electronics Savings Plan. In lieu
          of such a sale, the Administrator may credit the Qualified Member with
          cash derived from contributions or dividends in an amount equal to the
          value of such shares, and apply the cash to the Arrow Electronics Savings
          Plan as though it were sale proceeds. If the Qualified Member has no
          account under the Arrow Electronics Savings Plan, he shall be required
          to open one prior to the transfer from this Plan. The Member shall direct
          in accordance with procedures established by the Administrator the transfer
          of the proceeds of diversification to his rollover contributions account
          in the Arrow Electronics Savings Plan, where it shall initially be invested
          according to the instructions that he shall give with respect to such
          transfer.</p>
      </blockquote>
      <p name="_Toc521831095"><A NAME="_Toc521831095"><A NAME="_Toc522354533"><A NAME="_Toc536362139"><A NAME="_Toc863253"><A NAME="_Toc865239"><A NAME="_Toc865393"><A NAME="_Toc865547"><A NAME="_Toc1284271"><A NAME="_Toc1287481"><A NAME="_Toc1287638">4.12
        <U>Military Service</U>. Effective December 12, 1994, notwithstanding
        any provisions of this Plan to the contrary, contributions and service
        credit will be provided with respect to Military Service (as defined in
        Section 1.18.3) to the extent required by Chapter 43 of</A> <A NAME="_Toc521831096">Title
        38 of the United States Code (USERRA) and in accordance with section 414(u)
        of the Code.</A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
  </OL>
  <blockquote>
    <p><a href="#top">back to top</a></p>
  </blockquote>
</OL>
<p> </p>
<p align="CENTER">Article V <a name="_Toc505516161"><a name="_Toc520617239"><a name="_Toc521234349"><a name="_Toc521831097"><a name="_Toc522354534"><a name="_Toc536362140"><a name="_Toc863254"><a name="_Toc865240"><a name="_Toc865394"><a name="_Toc865548"><a name="_Toc1284272"><a name="_Toc1287639"><br>
  <a name="_Toc1287482">Retirement Benefits</a></a></a></a></a></a></a></a></a></a></a></a></a></p>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516162"><A NAME="_Toc505516162"><A NAME="_Toc520617240"><A NAME="_Toc521234350"><A NAME="_Toc521831098"><A NAME="_Toc522354535"><A NAME="_Toc536362141"><A NAME="_Toc863255"><A NAME="_Toc865241"><A NAME="_Toc865395"><A NAME="_Toc865549"><A NAME="_Toc1284273"><A NAME="_Toc1287483"><A NAME="_Toc1287640">5.1
        <U>Payment of Retirement Benefits</U>. A Member who terminates employment
        on or after his Normal Retirement Date shall be entitled to receive in
        a single distribution the entire amount of Common Stock in his Account
        as of the date on which he actually retires, which</A></A></A></A> <A NAME="_Toc863256"><A NAME="_Toc1284274"><A NAME="_Toc1284614"><A NAME="_Toc1287484"><A NAME="_Toc1287641">right
        shall be nonforfeitable upon his Normal Retirement Date. Any amounts credited
        to his Account as of the last day of the Year in which he retires shall
        also be distributed to him. <A NAME="_Toc505516163"></A>Pending distribution,
        the Member's Account shall be credited with additional Common Stock (if
        any) creditable thereto pursuant to Section 4.4 or 4.6.2.</A></A></A></A></A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
  </OL>
  <blockquote>
    <p><a href="#top">back to top</a></p>
  </blockquote>
</OL>
<p align="CENTER">Article VI<a name="_Toc505516164"><a name="_Toc520617241"><a name="_Toc521234351"><a name="_Toc521831099"><a name="_Toc522354536"><a name="_Toc536362142"><a name="_Toc863257"><a name="_Toc865242"><a name="_Toc865396"><a name="_Toc865550"><a name="_Toc1284275"><a name="_Toc1287642"><br>
  <a name="_Toc1287485">Termination of Employment</a></a></a></a></a></a></a></a></a></a></a></a></a></p>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516165"><A NAME="_Toc505516165"><A NAME="_Toc520617242"><A NAME="_Toc521234352"><A NAME="_Toc521831100"><A NAME="_Toc522354537"><A NAME="_Toc536362143"><A NAME="_Toc863258"><A NAME="_Toc865243"><A NAME="_Toc865397"><A NAME="_Toc865551"><A NAME="_Toc1284276"><A NAME="_Toc1287486"><A NAME="_Toc1287643">6.1
        <U>Benefits upon Termination of Employment</U>.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p></p>
        <p>6.1.1 <U> Disability Benefits</U>. Upon a Member's Termination of Employment
          on account of Disability, he shall be 100% vested in the amount of Common
          Stock in his Account as of the date on which his Disability occurs,
          and shall be entitled to receive the total balance in his Account. Any
          amounts credited to his Account as of the last day of the Year in which
          his Disability occurs shall also be distributed to him.</p>
        <p> </p>
        <p>6.1.2 <U>Other Terminations</U>. Upon a Member's Termination of Employment for
          reasons other than death, retirement at or after his Normal Retirement
          Date, or Disability, the Member shall be entitled to receive the Vested
          Percentage of the balance of his Account as determined under Section
          4.10.2.</p>
      </blockquote>
      <p name="_Toc505516166"><A NAME="_Toc505516166"><A NAME="_Toc520617243"><A NAME="_Toc521234353"><A NAME="_Toc521831101"><A NAME="_Toc522354538"><A NAME="_Toc536362144"><A NAME="_Toc863259"><A NAME="_Toc865244"><A NAME="_Toc865398"><A NAME="_Toc865552"><A NAME="_Toc1284277"><A NAME="_Toc1287487"><A NAME="_Toc1287644">6.2
        <U>Payment of Benefits upon Termination of Employment</U>.</A></A></A></A></A></A></A></A></A></A></A></A></A>
      </p>
      <blockquote>
        <p> </p>
        <p>6.2.1 <U>In General</U>. Subject to the provisions of Section 9.4, the benefits
          distributable to a Member pursuant to this Article VI on Termination
          of Employment shall be distributed in a single distribution no later
          than December 31 of the Year following the Year in which he terminates
          employment, provided, that if the total vested balance of a Member's
          Account as of December 31 of the year of Termination of Employment exceeds
          $5,000 ($3,500 prior to January 1, 1998), or prior to March 22, 1999
          exceeded such amount at the time of any prior distribution, such Member's
          benefits shall not be distributed without the Member's written consent
          until required pursuant to Section 9.3. Except as the Member otherwise
          elects, expressly or by failure to request distribution after receipt
          of notice advising of the right to so elect, distribution shall in all
          events commence no later than 60 days after the close of the Year in
          which the Member attains age 65 (or termination of employment, if later),
          except to the extent that the Common Stock to be so distributed has
          not yet been acquired by the Fund. Pending distribution, a Member's
          Account shall be credited with additional Common Stock (if any) creditable
          thereto pursuant to Section 4.4 or 4.6.2. If the nonforfeitable balance
          of a Member's Account is zero, the Member shall be deemed to have received
          a single-sum distribution of such nonforfeitable balance upon his Termination
          of Employment. The nonvested portion of the Account of a Member who
          is deemed to have received a single-sum distribution of his nonforfeitable
          balance under this Section 6.2.1 shall be forfeited pursuant to Section
          6.3.</p>
        <p> </p>
        <p>6.2.2 <U>Notice Period</U>. Distribution may commence less than 30 days after
          the notice required under Treas. Reg. section 1.411(a)-11(c) provided
          that: (a) the Administrator clearly informs the Member that the Member
          has a right to a period of at least 30 days after receiving the notice
          to consider the decision of whether or not to elect a distribution (and,
          if applicable, a particular distribution option), and (b) the Member,
          after receiving the notice, affirmatively elects a distribution.</p>
      </blockquote>
      <p name="_Toc505516167"><A NAME="_Toc505516167"><A NAME="_Toc520617244"><A NAME="_Toc521234354"><A NAME="_Toc521831102"><A NAME="_Toc522354539"><A NAME="_Toc536362145"><A NAME="_Toc863260"><A NAME="_Toc865245"><A NAME="_Toc865399"><A NAME="_Toc865553"><A NAME="_Toc1284278"><A NAME="_Toc1287488"><A NAME="_Toc1287645">6.3
        <U>Forfeitures</U>. The non-vested portion of a terminated Member's Account
        shall be forfeited on the last day of the Year coincident with or next
        following the date of his Termination of Employment, unless he is reemployed
        prior to the last day of such Year. If he has been so reemployed, no portion
        of his Account shall be forfeited on such day. All forfeitures shall be
        reallocated among the remaining Members as provided in Article IV.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516168"><A NAME="_Toc505516168"><A NAME="_Toc520617245"><A NAME="_Toc521234355"><A NAME="_Toc521831103"><A NAME="_Toc522354540"><A NAME="_Toc536362146"><A NAME="_Toc863261"><A NAME="_Toc865246"><A NAME="_Toc865400"><A NAME="_Toc865554"><A NAME="_Toc1284279"><A NAME="_Toc1287489"><A NAME="_Toc1287646">6.4
        <U>Reemployment</U>. If a Member is reemployed by an Employer or Affiliate
        following a forfeiture as described in Section 6.3, the forfeited balances
        in his Account shall be restored unless such forfeited balances have been
        irrevocably forfeited pursuant to Section 6.5.</A></A></A></A></A></A></A></A></A>
        </A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>6.4.1 <U>Source of Restored Amounts</U>. The restoration of a portion of any
          Account shall be made from forfeitures occurring at the end of the Year
          that such restoration occurs, and, if necessary, by a special Employer
          contribution made for that purpose.</p>
        <p> </p>
        <p>6.4.2 <U>Irrevocable Forfeitures Not Restored</U>. Notwithstanding anything
          else in this Section 6.4, the non-vested balance of any Account that
          has been irrevocably forfeited pursuant to Section 6.5 shall not be
          restored.</p>
      </blockquote>
      <p name="_Toc505516169"><A NAME="_Toc505516169"><A NAME="_Toc520617246"><A NAME="_Toc521234356"><A NAME="_Toc521831104"><A NAME="_Toc522354541"><A NAME="_Toc536362147"><A NAME="_Toc863262"><A NAME="_Toc865247"><A NAME="_Toc865401"><A NAME="_Toc865555"><A NAME="_Toc1284280"><A NAME="_Toc1287490"><A NAME="_Toc1287647">6.5
        <U>Irrevocable Forfeitures</U>. The unvested portion of a Member's Account
        shall be irrevocably forfeited if he incurs five consecutive One-Year
        Breaks in Service.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
  </OL>
  <blockquote>
    <p><a href="#top">back to top</a></p>
  </blockquote>
</OL>
<p> </p>
<p align="CENTER">Article VII<a name="_Toc505516170"><a name="_Toc520617247"><a name="_Toc521234357"><a name="_Toc521831105"><a name="_Toc522354542"><a name="_Toc536362148"><a name="_Toc863263"><a name="_Toc865248"><a name="_Toc865402"><a name="_Toc865556"><a name="_Toc1284281"><a name="_Toc1287648"><br>
  <a name="_Toc1287491">Withdrawal upon Full Vesting</a></a></a></a></a></a></a></a></a></a></a></a></a></p>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516171"><A NAME="_Toc505516171"><A NAME="_Toc520617248"><A NAME="_Toc521234358"><A NAME="_Toc521831106"><A NAME="_Toc522354543"><A NAME="_Toc536362149"><A NAME="_Toc863264"><A NAME="_Toc865249"><A NAME="_Toc865403"><A NAME="_Toc865557"><A NAME="_Toc1284282"><A NAME="_Toc1287492"><A NAME="_Toc1287649">7.1
        <U>Withdrawal Rights</U>. If a Member's Account has a Vested Percentage
        of 100%, he may withdraw, at such time and in such manner as the Administrator
        shall prescribe,</A></A></A> <A NAME="_Toc865250"><A NAME="_Toc865404"><A NAME="_Toc865558">any
        portion thereof not to exceed one-half of the balance of such Account.
        No more than one <A NAME="_Toc521234359"></A>withdrawal under this Article
        VII may be made in any l2-month period, and no more than two such withdrawals
        may be made in any 60-month period. Notwithstanding the foregoing, shares
        of Common Stock acquired with the proceeds of an Exempt Loan may not be
        withdrawn prior to the close of the Year in which the Exempt Loan is repaid
        in full.</A></A></A> The restriction imposed by the immediately preceding
        sentence and the restriction to no more than two withdrawals in any 60-month
        period</A> <A NAME="_Toc521831107">do not apply to &quot;Qualified Members&quot;
        during their &quot;Qualified Election Periods&quot; (as such terms are
        defined in Section 4.</A>11.</A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516172"><A NAME="_Toc505516172"><A NAME="_Toc520617249"><A NAME="_Toc521234360"><A NAME="_Toc521831108"><A NAME="_Toc522354544"><A NAME="_Toc536362150"><A NAME="_Toc863265"><A NAME="_Toc865251"><A NAME="_Toc865405"><A NAME="_Toc865559"><A NAME="_Toc1284283"><A NAME="_Toc1287493"><A NAME="_Toc1287650">7.2
        <U>Distribution</U>. Except for transfers to the Arrow Electronics Savings
        Plan described in Section 7.3, distribution upon a withdrawal pursuant
        to Section 7.1 (whether made directly to the Member or in a direct rollover
        to an individual retirement arrangement or other</A> <A NAME="_Toc536362151">eligible
        retirement plan) shall be made solely in shares of Common Stock, and there
        shall be no distribution of any fractional share or cash in lieu thereof.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516173"><A NAME="_Toc505516173"><A NAME="_Toc520617250"><A NAME="_Toc521234361"><A NAME="_Toc521831109"><A NAME="_Toc522354545"><A NAME="_Toc536362152"><A NAME="_Toc863266"><A NAME="_Toc865252"><A NAME="_Toc865406"><A NAME="_Toc865560"><A NAME="_Toc1284284"><A NAME="_Toc1287494"><A NAME="_Toc1287651">7.3
        <U>Direct Transfer to Arrow Savings Plan</U>. If a Member directs that
        a withdrawal under this Article VII be transferred under Section 9.6 as
        a direct rollover to the Arrow Electronics Savings Plan (the &quot;Savings
        Plan&quot;), the Administrator shall sell the number of shares designated
        by such Member and transfer the proceeds in cash, net of brokerage fees
        and any other direct expenses arising from such sale, to the Savings Plan.
        Such sale shall be made in accordance with procedures established by the
        Administrator, and within 90 days after the Administrator receives such
        a direction from a</A> <A NAME="_Toc505516174">Member. The amounts so
        transferred shall be held and invested in accordance with the procedures
        established under the Savings Plan for rollover contributions.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
  </OL>
  <blockquote>
    <p><a href="#top">back to top</a></p>
  </blockquote>
</OL>
<p align="CENTER">Article VIII<a name="_Toc505516175"><a name="_Toc520617251"><a name="_Toc521234362"><a name="_Toc521831110"><a name="_Toc522354546"><a name="_Toc536362153"><a name="_Toc863267"><a name="_Toc865253"><a name="_Toc865407"><a name="_Toc865561"><a name="_Toc1284285"><a name="_Toc1287652"><br>
  <a name="_Toc1287495">Death Benefits</a></a></a></a></a></a></a></a></a></a></a></a></a></p>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516176"><A NAME="_Toc505516176"><A NAME="_Toc520617252"><A NAME="_Toc521234363"><A NAME="_Toc521831111"><A NAME="_Toc522354547"><A NAME="_Toc536362154"><A NAME="_Toc863268"><A NAME="_Toc865254"><A NAME="_Toc865408"><A NAME="_Toc865562"><A NAME="_Toc1284286"><A NAME="_Toc1287496"><A NAME="_Toc1287653">8.1 <U>Death
        Benefits</U>. In the event of the death of a Member prior to his Termination
        of Employment, the amount of Common Stock in his Account as of the date
        of his death shall be distributed to his Beneficiary. Any amounts credited
        to the deceased Member's Account as of the last day of the Year in which
        he dies shall also be distributed to his Beneficiary. Both of these distributions
        shall be made not later than December 31 of the Year</A> <A NAME="_Toc521831112">following
        the Year in which the Member's death occurs, except to the extent that
        the Common Stock in respect of which distribution is to be made has not
        yet been acquired by the Fund;</A></A></A></A> <A NAME="_Toc863269"><A NAME="_Toc1284287"><A NAME="_Toc1284627"><A NAME="_Toc1287497"><A NAME="_Toc1287654">provided,
        that if the Member had attained his Normal Retirement Date prior to his
        death, distribution shall be made not later than 60 days following the
        close of the Year in which his death occurs. Notwithstanding the foregoing,
        if the Beneficiary is the Member's spouse,</A> <A NAME="_Toc536362155">distribution
        shall be made within 90 days of the Member's death if reasonably practicable
        and otherwise as soon as practicable. Pending distribution, the deceased
        Member's Account shall be credited with additional Common Stock (if any)
        creditable thereto pursuant to Section 4.4 and Section 4.6.2, and his
        Beneficiary shall be entitled to vote the Common Stock in his Account
        pursuant to Section 4.9.3.</A></A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516177"><A NAME="_Toc505516177"><A NAME="_Toc520617253"><A NAME="_Toc521234364"><A NAME="_Toc521831113"><A NAME="_Toc522354548"><A NAME="_Toc536362156"><A NAME="_Toc863270"><A NAME="_Toc865255"><A NAME="_Toc865409"><A NAME="_Toc865563"><A NAME="_Toc1284288"><A NAME="_Toc1287498"><A NAME="_Toc1287655">8.2
        <U>Designation of a Beneficiary</U>.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>8.2.1 <U>Designation of Beneficiary</U>. Subject to the further provisions of
          this Section 8.2, each Member may designate, at such time and in such
          manner as the Administrator shall prescribe, a Beneficiary or Beneficiaries
          (who may be any one or more members of his family or any other persons,
          executor, administrator, any trust, foundation or other entity) to receive
          any benefits distributable hereunder to his Beneficiary after the death
          of the Member as provided herein. Such designation of a Beneficiary
          or Beneficiaries shall not be effective for any purpose unless and until
          it has been filed by the Member with the Administrator, provided, however,
          that a designation mailed by the Member to the Administrator prior to
          death and received after his death shall take effect upon such receipt,
          but prospectively only and without prejudice to any payor or payee on
          account of any payments made before receipt by the Administrator.</p>
        <p> </p>
        <p>8.2.2 <U>Spouse as Presumptive Beneficiary</U>. Notwithstanding Section 8.2.1,
          a Member's sole Beneficiary shall be his surviving spouse, if the Member
          has a surviving spouse, unless the Member has designated another Beneficiary
          with the written consent of such spouse (in which consent such Beneficiary
          is specified by name or class, and the effect of such designation is
          acknowledged) witnessed by a notary public or Plan representative. Any
          such consent shall be irrevocable. The Administrator may, in his sole
          discretion, waive the requirement of spousal consent if the Member is
          legally separated or if the Administrator is satisfied that the spouse
          cannot be located, or if the Member can show by court order that he
          has been abandoned by the spouse within the meaning of local law, or
          if otherwise permitted under applicable regulations.</p>
        <p> </p>
        <p>8.2.3 <U>Change of Beneficiary</U>. A Member may, from time to time in such
          manner as the Administrator shall prescribe, change his designated Beneficiary
          or Beneficiaries, but any such designation which has the effect of naming
          a person other than the surviving spouse as sole Beneficiary is subject
          to the spousal consent requirement of Section 8.2.2.</p>
        <p> </p>
        <p>8.2.4 <U>Failure to Designate</U>. If a Member has failed effectively to designate
          a Beneficiary to receive the Member's death benefits, or a Beneficiary
          previously designated has predeceased the Member and no alternative
          designation has become effective, such benefits shall be distributed
          to the Member's surviving spouse, if any, or if no spouse survives the
          Member, to the Member's estate.</p>
      </blockquote>
      <p name="_Toc505516178"><A NAME="_Toc505516178"><A NAME="_Toc520617254"><A NAME="_Toc521234365"><A NAME="_Toc521831114"><A NAME="_Toc522354549"><A NAME="_Toc536362157"><A NAME="_Toc863271"><A NAME="_Toc865256"><A NAME="_Toc865410"><A NAME="_Toc865564"><A NAME="_Toc1284289"><A NAME="_Toc1287499"><A NAME="_Toc1287656">8.3
        <U>Proof of Death</U>. The Administrator may require such proof of death
        and such evidence of the right of any person to receive all or part of
        the death benefit of a deceased Member as the Administrator may deem desirable.
        The Administrator's determination of the</A> <A NAME="_Toc521831115">fact
        of death of a Member and of the right of any person to receive distributions
        as a result thereof shall be conclusive upon such Member and all persons
        having or claiming any right in the Fund on account of such Member.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516179"><A NAME="_Toc505516179"><A NAME="_Toc520617255"><A NAME="_Toc521234366"><A NAME="_Toc521831116"><A NAME="_Toc522354550"><A NAME="_Toc536362158"><A NAME="_Toc863272"><A NAME="_Toc865257"><A NAME="_Toc865411"><A NAME="_Toc865565"><A NAME="_Toc1284290"><A NAME="_Toc1287500"><A NAME="_Toc1287657">8.4
        <U>Designation of Method of Distribution</U>. Notwithstanding Section
        8.1, a Member (or, after his death, his Beneficiary) may direct the Administrator
        to cause any distribution in respect of his account following his death
        to be paid in installments over a period</A> <A NAME="_Toc536362159">not
        to exceed five years, by filing with the Administrator a designation of
        method of payment in such form as may be prescribed or approved by the
        Administrator.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516180"><A NAME="_Toc505516180"><A NAME="_Toc520617256"><A NAME="_Toc521234367"><A NAME="_Toc521831117"><A NAME="_Toc522354551"><A NAME="_Toc536362160"><A NAME="_Toc863273"><A NAME="_Toc865258"><A NAME="_Toc865412"><A NAME="_Toc865566"><A NAME="_Toc1284291"><A NAME="_Toc1287501"><A NAME="_Toc1287658">8.5
        <U>Undistributed Balance of Terminated Member</U>. In the event that a
        Member shall terminate employment with a vested balance in his Account
        and shall die prior to the complete distribution of such vested balance,
        the undistributed portion of such vested balance shall be distributed
        to his Beneficiary, in the manner provided for in the foregoing provisions
        of this Article VIII. Notwithstanding the foregoing, the Administrator
        and Trustee shall be fully protected in making distribution in the name
        of any such Member prior to the Trustee's receiving actual notice of the
        death of such Member, and no Beneficiary of a deceased Member shall have
        any interest in such Member's vested Account balances to the extent that
        any such distribution shall have been made.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516181"><A NAME="_Toc505516181"><A NAME="_Toc520617257"><A NAME="_Toc521234368"><A NAME="_Toc521831118"><A NAME="_Toc522354552"><A NAME="_Toc536362161"><A NAME="_Toc863274"><A NAME="_Toc865259"><A NAME="_Toc865413"><A NAME="_Toc865567"><A NAME="_Toc1284292"><A NAME="_Toc1287502"><A NAME="_Toc1287659">8.6
        <U>Discharge of Liability</U>. If distribution in respect of a Member's
        Account is made to a person reasonably believed by the Administrator or
        his delegate (taking into account any document purporting to be a valid
        consent of the Member's spouse, or any representation by the Member that
        he is not married) to properly qualify as the Member's Beneficiary under
        the foregoing provisions of this Article VIII, the Plan shall have no
        further liability with respect to such account (or the portion thereof
        so distributed).</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
  </OL>
  <blockquote>
    <p><a href="#top">back to top</a></p>
  </blockquote>
</OL>
<p align="CENTER">Article IX<a name="_Toc505516182"><a name="_Toc520617258"><a name="_Toc521234369"><a name="_Toc521831119"><a name="_Toc522354553"><a name="_Toc536362162"><a name="_Toc863275"><a name="_Toc865260"><a name="_Toc865414"><a name="_Toc865568"><a name="_Toc1284293"><a name="_Toc1287660"><br>
  <a name="_Toc1287503">Distribution of Benefits</a></a></a></a></a></a></a></a></a></a></a></a></a></p>

<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516183"><A NAME="_Toc505516183"><A NAME="_Toc520617259"><A NAME="_Toc505516184"><A NAME="_Toc520617260"><A NAME="_Toc521234370"><A NAME="_Toc521831120"><A NAME="_Toc522354554"><A NAME="_Toc536362163"><A NAME="_Toc863276"><A NAME="_Toc865261"><A NAME="_Toc865415"><A NAME="_Toc865569"><A NAME="_Toc1284294"><A NAME="_Toc1287504"><A NAME="_Toc1287661"></A></A>9.1 <U>Form
        of Distribution of Benefits</U>. A Member or Beneficiary who is eligible
        for a benefit as provided herein shall receive distribution thereof in
        Common Stock, with a cash payment in lieu of any fractional share of Common
        Stock. The Trustee may, however, distribute whole shares of Common Stock
        which are made up of fractions of various Categories</A> <A NAME="_Toc536362164">of
        Common Stock. The Administrator shall apprise the distributee of the basis
        to the Fund of the Common Stock (and fractions of Common Stock in the
        event that the whole shares of Common Stock distributed are made up of
        fractions having different bases) distributed to him.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516185"><A NAME="_Toc505516185"><A NAME="_Toc520617261"><A NAME="_Toc521234371"><A NAME="_Toc521831121"><A NAME="_Toc522354555"><A NAME="_Toc536362165"><A NAME="_Toc863277"><A NAME="_Toc865262"><A NAME="_Toc865416"><A NAME="_Toc865570"><A NAME="_Toc1284295"><A NAME="_Toc1287505"><A NAME="_Toc1287662">9.2
        <U>Put Options</U>. All Common Stock distributed by the Plan shall be
        subject to the provisions of Section 15.8 as if it were acquired with
        the proceeds of an Exempt Loan. No put option may be granted with respect
        to any Common Stock under this Plan except as provided in this Section
        9.2 and in Section 15.8.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516186"><A NAME="_Toc505516186"><A NAME="_Toc520617262"><A NAME="_Toc521234372"><A NAME="_Toc521831122"><A NAME="_Toc522354556"><A NAME="_Toc536362166"><A NAME="_Toc863278"><A NAME="_Toc865263"><A NAME="_Toc865417"><A NAME="_Toc865571"><A NAME="_Toc1284296"><A NAME="_Toc1287506"><A NAME="_Toc1287663">9.3
        <U>Time of Commencement of Benefits</U>.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>9.3.1 <U>Distribution at Age 70-1/2</U>. For calendar years prior to 1989, distribution
          of the benefits of a Member who was a 5% owner (as described in Section
          17.1.2(c)) for any part of any Year during or after which such Member
          attained age 66-1/2 shall be made in a single sum no later than the
          first day of April following the later of the calendar year in which
          such Member attained age 70-1/2 or became a 5% owner, even if he is
          still employed. Effective beginning with the 1989 calendar year (distributions
          with respect to which shall be made or begin no later than April 1,
          1990) through the 1996 calendar year, this provision shall apply to
          all Members who attain age 70-1/2 on or after January 1, 1988 but before
          January 1,1997, regardless of their ownership interest. Effective January
          1, 1997, such distributions shall be required hereunder (a) for a Member
          who is a five percent (5%) owner with respect to the calendar year in
          which he attained age 70-1/2, by April 1 following such year, and (b)
          in any other case, by April 1 following the calendar year in which the
          Member attains age 70-1/2 or terminates employment, whichever is later.
          Otherwise, distributions to a Member who has attained age 70-1/2 and
          has not terminated employment shall be at the Member's election. Distributions
          pursuant to this Section 9.3.2 shall be made as though the Member had
          retired.</p>
        <p> </p>
        <p>9.3.2 <U>Subsequent Distributions</U>. If a Member receives a single sum distribution
          pursuant to Section 9.3.1, any shares of Common Stock subsequently allocated
          to the Member's Account shall be distributed to the Member as soon as
          practicable after the end of the Year for which such allocation is made.</p>
        <p> </p>
        <p>9.3.3 <U>Delay of Payment</U>. Notwithstanding any provisions to the contrary
          contained in this Plan, in the event that the amount of a payment required
          to commence on the date otherwise determined under this Plan cannot
          be ascertained by such date, or if it is not possible to make such payment
          on such date because the Administrator has been unable to locate the
          Member (or, in the case of a deceased Member, his Beneficiary) after
          making reasonable efforts to do so, a payment retroactive to such date
          may be made no later than 60 days after the earliest date on which the
          amount of such payment can be ascertained under this Plan or the date
          on which the Member (or Beneficiary) is located, whichever is applicable.</p>
        <p></p>
        <p>9.3.4 <U> Distributions in Accordance with Proposed Regulations</U>. With respect
          to distributions under the Plan made for calendar year beginning on
          or after January 1, 2001, the Plan will apply the minimum distribution
          requirements of section 401(a)(9) of the Code in accordance with the
          regulations under section 401(a)(9) that were proposed on January 17,
          2001, notwithstanding any provision of the Plan to the contrary. This
          Section 9.3.4 shall continue in effect until the end of the last calendar
          year beginning before the effective date of final regulations under
          section 401(a)(9) or such other date as may be specified in guidance
          published by the Internal Revenue Service.</p>
      </blockquote>
      <p name="_Toc505516187"><A NAME="_Toc505516187"><A NAME="_Toc520617263"><A NAME="_Toc521234373"><A NAME="_Toc521831123"><A NAME="_Toc522354557"><A NAME="_Toc536362167"><A NAME="_Toc863279"><A NAME="_Toc865264"><A NAME="_Toc865418"><A NAME="_Toc865572"><A NAME="_Toc1284297"><A NAME="_Toc1287507"><A NAME="_Toc1287664">9.4
        <U>Special Rule for Exempt Loan</U>. In the case of Common Stock acquired
        with the proceeds of an Exempt Loan, no distribution shall be required
        pursuant to Article VI until the close of the Year in which the loan is
        repaid in full.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516188"><A NAME="_Toc505516188"><A NAME="_Toc520617264"><A NAME="_Toc521234374"><A NAME="_Toc521831124"><A NAME="_Toc522354558"><A NAME="_Toc536362168"><A NAME="_Toc863280"><A NAME="_Toc865265"><A NAME="_Toc865419"><A NAME="_Toc865573"><A NAME="_Toc1284298"><A NAME="_Toc1287508"><A NAME="_Toc1287665">9.5
        <U>Qualified Domestic Relations Orders</U>.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>9.5.1 <U>Definition</U>. For purposes of this Section 9.5.1, &quot;Qualified
          Domestic Relations Order&quot; means any judgment, decree or order (including
          approval of a property settlement) made pursuant to a state domestic
          relations law (including a community property law) which relates to
          the provision of child support, alimony payments or marital property
          to a spouse, former spouse, child or other dependent of a Member and
          which creates or recognizes the existence of a right of (or assigns
          such a right to) such spouse, former spouse, child or other dependent
          (the &quot;Alternate Payee&quot;) to receive all or a portion of the
          benefits payable with respect to a Member under the Plan. A Qualified
          Domestic Relations Order must clearly specify the amount or percentage
          of the Member's benefits to be paid to the Alternate Payee by the Plan
          (or the manner in which such amount or percentage is to be determined).
          A Qualified Domestic Relations Order (a) may not require the Plan (i)
          to provide any form or type of benefits or any option not otherwise
          provided under the Plan, (ii) to pay benefits to an Alternate Payee
          under such order which are required to be paid to another Alternate
          Payee under another such order previously filed with the Plan, or (iii)
          to provide increased benefits (determined on the basis of actuarial
          equivalents), but (b)&nbsp;may require payment of benefits to the Alternate
          Payee under the order (i) at any time after the date of the order, (ii)&nbsp;as
          if the Member had retired on the date on which such payment is to begin
          under such order (taking into account only the benefits in which the
          Participant is then vested) and (iii) in any form in which such benefits
          may be paid to the Member.</p>
        <p> </p>
        <p>9.5.2 <U>Distributions</U>. The Administrator shall recognize and honor any
          judgment, decree or order entered on or after January 1, 1985 under
          a state domestic relations law which the Administrator determines to
          be a Qualified Domestic Relations Order in accordance with such reasonable
          procedures to determine such status as the Administrator shall establish.
          Without limitation of the foregoing, the Administrator shall notify
          a Member and the person entitled to benefits under a judgment, decree
          or order which purports to be a Qualified Domestic Relations Order of
          (a) the receipt thereof, (b) the Plan's procedures for determining whether
          such judgment, decree or order is a Qualified Domestic Relations Order
          and (c) any determination made with respect to such status. During any
          period during which the Administrator is determining whether any judgment,
          decree or order is a Qualified Domestic Relations Order, any amount
          which would have been payable to any person pursuant to such order shall
          be separately accounted for pending payment to the proper recipient
          thereof. Any such amount, as so adjusted, shall be paid to the person
          entitled to such payment under any such judgment, decree or order if
          the Administrator determines such judgment, decree or order to be a
          Qualified Domestic Relations Order within 18 full calendar months commencing
          with the date on which the first payment would be required to be made
          under such judgment, decree or order. If the Administrator is unable
          to make such a determination within such time period, payment under
          the Plan shall be as if such judgment, decree or order did not exist
          and any such determination made after such time period shall be applied
          prospectively only.</p>
      </blockquote>
      <p name="_Toc505516189"><A NAME="_Toc505516189"><A NAME="_Toc520617265"><A NAME="_Toc521234375"><A NAME="_Toc521831125"><A NAME="_Toc522354559"><A NAME="_Toc536362169"><A NAME="_Toc863281"><A NAME="_Toc865266"><A NAME="_Toc865420"><A NAME="_Toc865574"><A NAME="_Toc1284299"><A NAME="_Toc1287509"><A NAME="_Toc1287666">9.6
        <U>Direct Rollover of Eligible Rollover Distributions</U>. This Section
        applies to distributions from the Plan made on or after January 1, 1993.
        Notwithstanding any provisions of</A></A></A></A></A></A></A> <A NAME="_Toc505516190"><A NAME="_Toc520617266"><A NAME="_Toc521234376"><A NAME="_Toc863282"><A NAME="_Toc1284300"><A NAME="_Toc1284640"><A NAME="_Toc1287510"><A NAME="_Toc1287667">this
        Plan that would otherwise limit a Distributee's election under this Section
        9.6, a Distributee may elect, at the time and in the manner prescribed
        by the Administrator, to have any portion of an Eligible Rollover Distribution
        paid in a Direct Rollover directly to an Eligible Retirement Plan specified
        by the Distributee.</A></A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>9.6.1 <U>Definitions<A NAME="DocXparanum"></A></U>. For purposes of this Section
          9.6, the following terms shall have the meanings specified below.</p>
        <blockquote>
          <p> </p>
          <p>9.6.1.1 <U>Eligible Rollover Distribution</U>. Any distribution of all or any
            portion of the balance to the credit of a Distributee under the Plan,
            except that an Eligible Rollover Distribution does not include: any
            distribution that is one of a series of substantially equal periodic
            payments (not less frequent than annual) made for the life (or life
            expectancy) of the Distributee or the joint lives (or life expectancies)
            of the Distributee and the Distributee's Beneficiary, or for a specified
            period of ten years or more; any distribution to the extent such distribution
            is required under section 401(a)(9) of the Code; the portion of any
            distribution that is not includible in gross income; and any deemed
            distribution occurring upon the Member's Termination of Employment
            under which the Member's account balance is offset by the amount of
            an outstanding Plan loan.</p>
          <p> </p>
          <p>9.6.1.2 <U>Eligible Retirement Plan</U>. An individual retirement account described
            in section 408(a) of the Code, an individual retirement annuity described
            in section 408(b) of the Code, an annuity plan described in section
            403(a) of the Code, or another employer's qualified trust described
            in section 401(a) of the Code, that accepts a Distributee's Eligible
            Rollover Distribution. However, in the case of an Eligible Rollover
            Distribution to the surviving Spouse, an Eligible Retirement Plan
            is only an individual retirement account or individual retirement
            annuity.</p>
          <p> </p>
          <p>9.6.1.3 <U>Distributee</U>. A Member, a Member's surviving Spouse or a Member's
            Spouse or former Spouse who is the Alternate Payee under a Qualified
            Domestic Relations Order (as defined in section 414(p) of the Code
            and Section 9.5.1).</p>
        </blockquote>
        <p>9.6.1.4 <U>Direct Rollover</U>. A payment by the Plan to an Eligible
          Retirement Plan specified by a Distributee, in the manner prescribed
          by the Administrator.</p>
        <p></p>
        <p>9.6.2 <U>Limitation</U>. No more than one Direct Rollover may be elected by
          a Distributee for each Eligible Rollover Distribution. A Direct Rollover
          shall be paid in cash.</p>
        <p> </p>
        <p>9.6.3 <U>Default Procedure</U>. If, upon Termination of Employment, the value
          of a Member's Account does not exceed $5,000 ($3,500 prior to January
          1, 1998), and such Member does not make a timely election under this
          Section 9.6 to make a Direct Rollover, the Member's Account shall be
          distributed to the Member in accordance with Section 6.2.</p>
      </blockquote>
      <p><a href="#top">back to top</a></p>
    </blockquote>
  </OL>
</OL>
<p align="CENTER">Articel X<a name="_Toc505516191"><a name="_Toc520617267"><a name="_Toc521234377"><a name="_Toc521831126"><a name="_Toc522354560"><a name="_Toc536362170"><a name="_Toc863283"><a name="_Toc865267"><a name="_Toc865421"><a name="_Toc865575"><a name="_Toc1284301"><a name="_Toc1287668"><br>
  <a name="_Toc1287511">Administration of the Plan</a></a></a></a></a></a></a></a></a></a></a></a></a></p>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516192"><A NAME="_Toc505516192"><A NAME="_Toc520617268"><A NAME="_Toc521234378"><A NAME="_Toc521831127"><A NAME="_Toc522354561"><A NAME="_Toc536362171"><A NAME="_Toc863284"><A NAME="_Toc865268"><A NAME="_Toc865422"><A NAME="_Toc865576"><A NAME="_Toc1284302"><A NAME="_Toc1287512"><A NAME="_Toc1287669">10.1
        <U>Named Fiduciary</U>. The named fiduciary under the Plan shall be the
        Administrator, who shall have authority to control and manage the operation
        and administration of the Plan, except that he shall have no authority
        or responsibility with respect to those matters which under any applicable
        trust agreement, insurance policy or similar contract are the responsibility,
        or subject to the authority, of the Trustee, any insurance company or
        similar organization. The named fiduciary under the Plan shall have the
        right, by written instrument executed by him, to designate persons other
        than the named fiduciary to carry out fiduciary responsibilities under
        the Plan.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516193"><A NAME="_Toc505516193"><A NAME="_Toc520617269"><A NAME="_Toc521234379"><A NAME="_Toc521831128"><A NAME="_Toc522354562"><A NAME="_Toc536362172"><A NAME="_Toc863285"><A NAME="_Toc865269"><A NAME="_Toc865423"><A NAME="_Toc865577"><A NAME="_Toc1284303"><A NAME="_Toc1287513"><A NAME="_Toc1287670">10.2
        <U>The Administrator</U>.</A></A></A></A></A></A></A></A></A></A></A></A></A>
      </p>
      <blockquote>
        <p> </p>
        <p>10.2.1 <U>Appointment of Administrator</U>. The Board of Directors
          shall appoint an Administrator to administer the Plan, without regard
          to whether or not he is an officer or employee of an Employer or a Member
          of the Plan, or whether or not he is serving as a Trustee of this Plan,
          and he shall serve at the pleasure of the Board of Directors. The Administrator
          may resign by delivering his written resignation to the Board of Directors.
          Any vacancy in the position of Administrator, arising for any reason
          whatsoever, shall be filled by the Board of Directors. If the Administrator
          is also a Member of this Plan, he shall not vote or act upon any matter
          relating solely to himself. In the event no Administrator is then serving,
          or if the Administrator is incapable of taking action with respect to
          any matter (because the matter relates solely to himself, or for any
          other reason), the Board of Directors shall administer the Plan with
          respect to such matter.</p>
        <p> </p>
        <p>10.2.2 <U>Duties</U>. The Administrator shall have all powers and discretion
          necessary or helpful for the carrying out of his responsibilities, and
          without limiting the generality of the foregoing, shall have the power
          and complete discretion to:</p>
        <blockquote>
          <p>10.2.2.1 Determine all questions arising out of or in connection
            with the provisions of the Plan or its administration, including,
            without limitation, the power and discretion to resolve ambiguities,
            to determine relevant facts, to rectify errors, and to supply omissions;</p>
          <p>10.2.2.2 Make rules and regulations for the administration of the
            Plan which are not inconsistent with the terms and provisions of the
            Plan;</p>
          <p>10.2.2.3 Construe all terms, provisions, conditions and limitations
            of the Plan;</p>
          <p>10.2.2.4 Determine all questions relating to the eligibility of persons
            to receive benefits hereunder, all other matters upon which the benefits
            or other rights of a Member or other person shall be based hereunder;</p>
          <p>10.2.2.5 Determine all questions relating to the administration of
            the Plan (1) when disputes arise between an Employer and a Member
            or his Beneficiary, spouse or legal representatives, and (2) in order
            to promote the uniform administration of the Plan for the benefit
            of all parties concerned; </p>
          <p>10.2.2.6 Direct the Trustee as to the method by which and persons
            to whom benefits will be paid; </p>
          <p>10.2.2.7 Establish procedures for determining whether a domestic
            relations order is a qualified domestic relations order (&quot;QDRO&quot;)
            as defined in Section 9.5.1 and for complying with any such QDRO;
          </p>
          <p>10.2.2.8 Determine the method of making corrections necessary or
            advisable as a result of operating defects in order to preserve qualification
            of the Plan under section 401(a) of the Code pursuant to procedures
            of the Internal Revenue Service applicable in such cases (such as
            those set forth in Revenue Procedure 2001-17 and corresponding successor
            guidance);</p>
          <p>10.2.2.9 Compromise or settle claims against the Plan and direct
            the Trustee to pay amounts required in any such settlements or compromise;
            and</p>
          <p>10.2.2.10 Employ such persons as he shall deem necessary or desirable
            to assist in the administration of the Plan. </p>
        </blockquote>
        <p>The determination of the Administrator shall be conclusive and binding
          on all persons. The foregoing list of powers is not intended to be either
          complete or exclusive, and the Administrator shall, in addition, have
          such powers as he may determine to be necessary for the performance
          of his duties under the Plan and the Trust Agreement.</p>
        <p> </p>
        <p>10.2.3 <U>Expenses of the Administrator</U>. All expenses of the Administrator
          shall be paid by the Company, and such expenses shall include any expenses
          authorized by the Board of Directors as necessary or desirable in the
          administration of the Plan.</p>
      </blockquote>
      <p name="_Toc505516194"><A NAME="_Toc505516194"><A NAME="_Toc520617270"><A NAME="_Toc521234380"><A NAME="_Toc521831129"><A NAME="_Toc522354563"><A NAME="_Toc536362173"><A NAME="_Toc863286"><A NAME="_Toc865270"><A NAME="_Toc865424"><A NAME="_Toc865578"><A NAME="_Toc1284304"><A NAME="_Toc1287514"><A NAME="_Toc1287671">10.3
        <U>Notification of Members</U>. Annually, after all allocations required
        hereunder for each Year have been made, the Administrator shall provide
        each Member with a statement of the amount of Common Stock in his Account.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516195"><A NAME="_Toc505516195"><A NAME="_Toc520617271"><A NAME="_Toc521234381"><A NAME="_Toc521831130"><A NAME="_Toc522354564"><A NAME="_Toc536362174"><A NAME="_Toc863287"><A NAME="_Toc865271"><A NAME="_Toc865425"><A NAME="_Toc865579"><A NAME="_Toc1284305"><A NAME="_Toc1287515"><A NAME="_Toc1287672">10.4
        <U>Advisers</U>. Any named fiduciary under the Plan, and any fiduciary
        designated by a named fiduciary to whom such power is granted by a named
        fiduciary under the Plan, may employ one or more persons to render advice
        with regard to any responsibility such fiduciary has under the Plan.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516196"><A NAME="_Toc505516196"><A NAME="_Toc520617272"><A NAME="_Toc521234382"><A NAME="_Toc521831131"><A NAME="_Toc522354565"><A NAME="_Toc536362175"><A NAME="_Toc863288"><A NAME="_Toc865272"><A NAME="_Toc865426"><A NAME="_Toc865580"><A NAME="_Toc1284306"><A NAME="_Toc1287516"><A NAME="_Toc1287673">10.5
        <U>Service in Multiple Capacities</U>. Any person or group of persons
        may serve in more than one fiduciary capacity with respect to the Plan.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516197"><A NAME="_Toc505516197"><A NAME="_Toc520617273"><A NAME="_Toc521234383"><A NAME="_Toc521831132"><A NAME="_Toc522354566"><A NAME="_Toc536362176"><A NAME="_Toc863289"><A NAME="_Toc865273"><A NAME="_Toc865427"><A NAME="_Toc865581"><A NAME="_Toc1284307"><A NAME="_Toc1287517"><A NAME="_Toc1287674">10.6
        <U>Limitation of Liability; Indemnity</U>.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>10.6.1 <U>Delegation of Duty</U>. Except as otherwise provided by law, if any
          duty or responsibility of a named fiduciary has been allocated or delegated
          to any other person in accordance with any provision of this Plan, then
          such named fiduciary shall not be liable for any act or omission of
          such person in carrying out such duty or responsibility.</p>
        <p> </p>
        <p>10.6.2 <U>Limitation of Liability</U>. Except as otherwise provided by law, no
          person who is a named fiduciary, or any employee, director or officer
          of any Employer or Affiliate, shall incur any liability whatsoever on
          account of any matter connected with or related to the Plan or the administration
          of the Plan, unless such person shall have acted in bad faith or been
          guilty of willful misconduct or gross negligence in respect of his duties,
          actions or omissions in respect of the Plan.</p>
        <p> </p>
        <p>10.6.3 <U>Indemnity</U>. The Company shall indemnify and save harmless each fiduciary,
          and each employee, director or officer of any Employer or Affiliate,
          from and against any and all loss, liability, claim, damage, cost and
          expense which may arise by reason of, or be based upon, any matter connected
          with or related to the Plan or the administration of the Plan (including,
          but not limited to, any and all expenses whatsoever reasonably incurred
          in investigating, preparing or defending against any litigation, commenced
          or threatened, or in settlement of any such claim whatsoever), unless
          such person shall have acted in bad faith or been guilty of willful
          misconduct or gross negligence in respect of his duties, actions or
          omissions in respect of the Plan.</p>
      </blockquote>
      <p name="_Toc505516198"><A NAME="_Toc505516198"><A NAME="_Toc520617274"><A NAME="_Toc521234384"><A NAME="_Toc521831133"><A NAME="_Toc522354567"><A NAME="_Toc536362177"><A NAME="_Toc863290"><A NAME="_Toc865274"><A NAME="_Toc865428"><A NAME="_Toc865582"><A NAME="_Toc1284308"><A NAME="_Toc1287518"><A NAME="_Toc1287675">10.7
        <U>Reliance on Information</U>. The Administrator and any Employer and
        its officers, directors and employees shall be entitled to rely upon all
        tables, valuations, certificates, opinions and reports furnished by any
        accountant, trustee, insurance company, counsel or other expert who shall
        be engaged by an Employer or the Administrator, and the Administrator
        and any Employer and its officers, directors and employees shall be fully
        protected in respect of any action taken or suffered by them in good faith
        in reliance thereon, and all action so taken or suffered shall be conclusive
        upon all persons affected thereby.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516199"><A NAME="_Toc505516199"><A NAME="_Toc520617275"><A NAME="_Toc521234385"><A NAME="_Toc521831134"><A NAME="_Toc522354568"><A NAME="_Toc536362178"><A NAME="_Toc863291"><A NAME="_Toc865275"><A NAME="_Toc865429"><A NAME="_Toc865583"><A NAME="_Toc1284309"><A NAME="_Toc1287519"><A NAME="_Toc1287676">10.8
        <U>Funding Policy</U>. The funding policy and method of&nbsp;the Plan
        shall consist of the receipt of contributions and the investment thereof
        pursuant to the provisions of the Plan, taking into account the objectives
        of the Plan as stated in the Introduction.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516200"><A NAME="_Toc505516200"><A NAME="_Toc520617276"><A NAME="_Toc521234386"><A NAME="_Toc521831135"><A NAME="_Toc522354569"><A NAME="_Toc536362179"><A NAME="_Toc863292"><A NAME="_Toc865276"><A NAME="_Toc865430"><A NAME="_Toc865584"><A NAME="_Toc1284310"><A NAME="_Toc1287520"><A NAME="_Toc1287677">10.9
        <U>Proper Proof</U>. In any case in which an Employer or the Administrator
        shall be required under the Plan to take action upon the occurrence of
        any event, they shall be</A></A></A></A></A></A></A> <A NAME="_Toc505516201"><A NAME="_Toc520617277"><A NAME="_Toc521234387"><A NAME="_Toc863293"><A NAME="_Toc1284311"><A NAME="_Toc1284651"><A NAME="_Toc1287521"><A NAME="_Toc1287678">under
        no obligation to take such action unless and until proper and satisfactory
        evidence of such occurrence shall have been received by them.</A></A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516202"><A NAME="_Toc505516202"><A NAME="_Toc520617278"><A NAME="_Toc521234388"><A NAME="_Toc521831136"><A NAME="_Toc522354570"><A NAME="_Toc536362180"><A NAME="_Toc863294"><A NAME="_Toc865277"><A NAME="_Toc865431"><A NAME="_Toc865585"><A NAME="_Toc1284312"><A NAME="_Toc1287522"><A NAME="_Toc1287679">10.10
        <U>Genuineness of Documents</U>. The Administrator, and any Employer and
        its respective officers, directors and employees, shall be entitled to
        rely upon any notice, request, consent, letter, telegram or other paper
        or document believed by them or any of them to be</A> <A NAME="_Toc521831137">genuine,
        and to have been signed or sent by the proper person, and shall be fully
        protected in respect of any action taken or suffered by them in good faith
        in reliance thereon.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
  </OL>
  <blockquote>
    <p><a href="#top">back to top</a></p>
  </blockquote>
</OL>
<p align="CENTER">Article XI<a name="_Toc505516203"><a name="_Toc520617279"><a name="_Toc521234389"><a name="_Toc521831138"><a name="_Toc522354571"><a name="_Toc536362181"><a name="_Toc863295"><a name="_Toc865278"><a name="_Toc865432"><a name="_Toc865586"><a name="_Toc1284313"><a name="_Toc1287680"><br>
  <a name="_Toc1287523">The Trust Agreement</a></a></a></a></a></a></a></a></a></a></a></a></a></p>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516204"><A NAME="_Toc505516204"><A NAME="_Toc520617280"><A NAME="_Toc521234390"><A NAME="_Toc521831139"><A NAME="_Toc522354572"><A NAME="_Toc536362182"><A NAME="_Toc863296"><A NAME="_Toc865279"><A NAME="_Toc865433"><A NAME="_Toc865587"><A NAME="_Toc1284314"><A NAME="_Toc1287524"><A NAME="_Toc1287681">11.1
        <U>The Trust Agreement</U>. The Company, on behalf of itself and each
        other Employer, shall enter into a Trust Agreement with the Trustee providing
        for the establishment of</A></A></A> <A NAME="_Toc865280"><A NAME="_Toc865434"><A NAME="_Toc865588">a
        Fund hereunder. The Fund established pursuant to this Section 11.1 shall
        include (a) a PAYSOP fund consisting of the Company contributions paid
        to Part II of this Plan as in effect prior to the close of business on
        December 31, 1988 and earnings and profits thereon, and (b)&nbsp;a general
        fund consisting of all other contributions of the Company to the Plan
        and earnings and profits thereon. The provisions of the Trust Agreement
        shall applied to the PAYSOP shall apply on to the extent consistent with
        section 301(d) of the Tax Reduction Act of 1975 or section 409 of the
        Code during the period such provisions are in effect. The Trust Agreement
        shall be deemed to form a part of this Plan, and any and all rights which
        may accrue to any person under this Plan shall be subject to all the terms
        and provisions of such Trust Agreement. Copies of the Trust Agreement
        shall be filed</A></A> <A NAME="_Toc520617281"><A NAME="_Toc521234391">with
        the Administrator and, upon reasonable application and notice, shall be
        made available for inspection by any Member.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516205"><A NAME="_Toc505516205"><A NAME="_Toc520617282"><A NAME="_Toc521234392"><A NAME="_Toc521831140"><A NAME="_Toc522354573"><A NAME="_Toc536362183"><A NAME="_Toc863297"><A NAME="_Toc865281"><A NAME="_Toc865435"><A NAME="_Toc865589"><A NAME="_Toc1284315"><A NAME="_Toc1287525"><A NAME="_Toc1287682">11.2
        <U>Rights of the Company</U>. Except as otherwise expressly provided in
        the Trust Agreement or in Section 4.7, upon the transfer by an Employer
        of any money or assets to the Fund, all interest of the Employer therein
        shall cease and terminate, legal title to such Fund</A> <A NAME="_Toc536362184">shall
        be vested absolutely in the Trustee and no part of the Fund or income
        therefrom shall be used for or diverted to purposes other than the exclusive
        benefit of the Members and their Beneficiaries as provided herein; provided,
        however, that:</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
    <OL>
      <OL>
        <OL>
          <blockquote>
            <p>(a) A contribution that is made by an Employer by a mistake of
              fact may be returned to the Employer upon its request within one
              year after the payment of the contribution; and</p>
            <p>(b) A contribution that is conditioned upon its deductibility under
              section 404(a) of the Code may be returned to the Employer upon
              its request, to the extent that the contribution is disallowed as
              a deduction, within one year after such disallowance.</p>
          </blockquote>
        </OL>
      </OL>
    </OL>
    <blockquote>
      <p name="_Toc505516206"><A NAME="_Toc505516206"><A NAME="_Toc520617283"><A NAME="_Toc521234393"><A NAME="_Toc521831141"><A NAME="_Toc522354574"><A NAME="_Toc536362185"><A NAME="_Toc863298"><A NAME="_Toc865282"><A NAME="_Toc865436"><A NAME="_Toc865590"><A NAME="_Toc1284316"><A NAME="_Toc1287526"><A NAME="_Toc1287683">11.3
        <U>Duties and Responsibilities of the Trustee</U>. The Trustee will hold
        and invest all funds as provided herein and in the Trust Agreement. The
        Trustee will make, at the direction of the Administrator, all payments
        to Members and their Beneficiaries.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p>The Trustee shall invest all assets in the Fund in the Common Stock of
        the Company. However, pending such investment in Common Stock, the Trustee
        may make temporary investments in short-term fixed income obligations.</p>
      <p>The Trustee shall not be required to make any payment of benefits or
        distributions out of the Fund, or to allocate or reallocate any amounts,
        except upon the written direction of the Administrator. The Trustee shall
        not be charged with knowledge of any action by the Board of Directors
        or of the termination of employment, retirement, Disability or death of
        any Member, unless it shall be given written notice of such event by the
        Administrator.</p>
      <p name="_Toc505516207"><A NAME="_Toc505516207"><A NAME="_Toc520617284"><A NAME="_Toc521234394"><A NAME="_Toc521831142"><A NAME="_Toc522354575"><A NAME="_Toc536362186"><A NAME="_Toc863299"><A NAME="_Toc865283"><A NAME="_Toc865437"><A NAME="_Toc865591"><A NAME="_Toc1284317"><A NAME="_Toc1287527"><A NAME="_Toc1287684">11.4
        <U>Leveraged Purchases</U>. The Trustee shall be entitled to borrow funds
        for the purpose of purchasing Common Stock, either from the Company or
        from shareholders of the</A> <A NAME="_Toc536362187">Company. Any such
        loan that is an Exempt Loan shall comply with the provisions of Article
        XV.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
  </OL>
  <blockquote>
    <p><a href="#top">back to top</a></p>
  </blockquote>
</OL>
<p align="CENTER">Article XII<a name="_Toc505516208"><a name="_Toc520617285"><a name="_Toc521234395"><a name="_Toc521831143"><a name="_Toc522354576"><a name="_Toc536362188"><a name="_Toc863300"><a name="_Toc865284"><a name="_Toc865438"><a name="_Toc865592"><a name="_Toc1284318"><a name="_Toc1287685"><br>
  <a name="_Toc1287528">Amendment</a></a></a></a></a></a></a></a></a></a></a></a></a></p>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516209"><A NAME="_Toc505516209"><A NAME="_Toc520617286"><A NAME="_Toc521234396"><A NAME="_Toc521831144"><A NAME="_Toc522354577"><A NAME="_Toc536362189"><A NAME="_Toc863301"><A NAME="_Toc865285"><A NAME="_Toc865439"><A NAME="_Toc865593"><A NAME="_Toc1284319"><A NAME="_Toc1287529"><A NAME="_Toc1287686">12.1 <U>Right
        of the Company to Amend the Plan</U>. The Company shall have the right
        at any time and from time to time to amend any or all of the provisions
        of this Plan. Except as provided in Section 12.3, no such amendment shall
        authorize or permit any part of the Fund to be used for or diverted to
        purposes other than for the exclusive benefit of the Members and their</A></A></A>
        <A NAME="_Toc865286"><A NAME="_Toc865440"><A NAME="_Toc865594">Beneficiaries,
        nor shall any amendment reduce any amount then credited to the individual
        account of any Member, reduce any Member's vested interest in his account,
        or affect the rights, duties and responsibilities of the Trustee without
        his written consent.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516210"><A NAME="_Toc505516210"><A NAME="_Toc520617287"><A NAME="_Toc521234397"><A NAME="_Toc521831145"><A NAME="_Toc522354578"><A NAME="_Toc536362190"><A NAME="_Toc863302"><A NAME="_Toc865287"><A NAME="_Toc865441"><A NAME="_Toc865595"><A NAME="_Toc1284320"><A NAME="_Toc1287530"><A NAME="_Toc1287687">12.2
        <U>Plan Merger</U>. In the case of any merger or consolidation with, or
        transfer of assets or liabilities to, any other plan, each Member shall
        be entitled to a benefit immediately after the merger, consolidation,
        or transfer (if such other plan then terminated) which is equal to or
        greater than the benefit he would have been entitled to receive immediately
        before the merger, consolidation or transfer (if the Plan had then been
        terminated).</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
  </OL>
</OL>
<p>12.3&#9;<U>Amendments Required by Law</U>. All provisions of this Plan, and
  all benefits and rights granted hereunder, are subject to any amendments, modifications
  or alterations which are necessary from time to time, (a) to qualify the Plan
  under section 40l(a) of the Code and the regulations and rulings thereunder,
  (b) to continue the Plan as so qualified, (c) to qualify the Plan as an employee
  stock ownership plan within the meaning of section 4975(e)(7) of the Code and
  the regulations and rulings thereunder, and within the meaning of section 407(d)(6)
  of ERISA and the regulations and rulings thereunder, (d)&nbsp; to comply with
  any other provision of law. Accordingly, notwithstanding any other provision
  of this Plan, the Company may amend, modify or alter the Plan with retroactive
  effect in any respect or manner necessary to qualify the Plan under section
  40l(a) of the Code, to continue the Plan as so qualified, to meet the aforementioned
  statutory requirements or to comply with any other provision of applicable law.</p>
<p><a href="#top">back to top</a></p>
<p align="CENTER">Article XIII<a name="_Toc505516211"><a name="_Toc520617288"><a name="_Toc521234398"><a name="_Toc521831146"><a name="_Toc522354579"><a name="_Toc536362191"><a name="_Toc863303"><a name="_Toc865288"><a name="_Toc865442"><a name="_Toc865596"><a name="_Toc1284321"><a name="_Toc1287688"><br>
  <a name="_Toc1287531">Discontinuance of Contributions<br>
  and Termination of the Plan</a></a></a></a></a></a></a></a></a></a></a></a></a></p>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516212"><A NAME="_Toc505516212"><A NAME="_Toc520617289"><A NAME="_Toc521234399"><A NAME="_Toc521831147"><A NAME="_Toc522354580"><A NAME="_Toc536362192"><A NAME="_Toc863304"><A NAME="_Toc865289"><A NAME="_Toc865443"><A NAME="_Toc865597"><A NAME="_Toc1284322"><A NAME="_Toc1287532"><A NAME="_Toc1287689">13.1 <U>Right
        to Terminate the Plan or Discontinue Contributions</U>. The Employers
        have established the Plan with the bona fide intention and expectation
        that from year to year they will be able to and will deem it advisable
        to make contributions as herein provided. In any given Year, however,
        the board of directors of an Employer may determine that circumstances
        make it impossible or inadvisable for the Employer to make contributions
        in respect of that Year. The failure of such board of directors to authorize
        contributions in respect of any Year shall not constitute a termination
        of the Plan. However, the Company reserves the right to terminate the
        Plan or completely discontinue contributions thereto at any time, with
        respect to any or all Employers hereunder.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516213"><A NAME="_Toc505516213"><A NAME="_Toc520617290"><A NAME="_Toc521234400"><A NAME="_Toc521831148"><A NAME="_Toc522354581"><A NAME="_Toc536362193"><A NAME="_Toc863305"><A NAME="_Toc865290"><A NAME="_Toc865444"><A NAME="_Toc865598"><A NAME="_Toc1284323"><A NAME="_Toc1287533"><A NAME="_Toc1287690">13.2
        <U>Manner of Termination</U>. In the event the Board of Directors decides
        it is impossible or inadvisable to continue the Plan, the Board of Directors
        shall have the power to terminate the Plan by appropriate resolution.
        A certified copy of such resolution or resolutions</A></A></A></A> <A NAME="_Toc863306"><A NAME="_Toc1284324"><A NAME="_Toc1284664"><A NAME="_Toc1287534"><A NAME="_Toc1287691">shall
        be delivered to the Administrator, and as soon as possible thereafter
        the Administrator shall deliver to the Trustee a copy of the resolution
        or resolutions and shall give appropriate notice to the Members.</A></A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516214"><A NAME="_Toc505516214"><A NAME="_Toc520617291"><A NAME="_Toc521234401"><A NAME="_Toc521831149"><A NAME="_Toc522354582"><A NAME="_Toc536362194"><A NAME="_Toc863307"><A NAME="_Toc865291"><A NAME="_Toc865445"><A NAME="_Toc865599"><A NAME="_Toc1284325"><A NAME="_Toc1287535"><A NAME="_Toc1287692">13.3
        <U>Effect of Termination</U>. In the event of the complete or partial
        termination (within the meaning of section 411(d)(3) of the Code) of the
        Plan or a complete discontinuance of contributions by the Employers, the
        rights of all affected Members to their Accounts as of the date of such
        termination or such complete discontinuance of contributions shall be
        fully vested and nonforfeitable (within the meaning of section 411 of
        the Code and regulations thereunder).</A> <A NAME="_Toc521234402">After
        the date of a complete termination specified in the resolution or</A></A></A>
        <A NAME="_Toc865292"><A NAME="_Toc865446"><A NAME="_Toc865600">resolutions
        adopted by the</A></A></A> <A NAME="_Toc505516215"><A NAME="_Toc520617292"><A NAME="_Toc521831150">Board
        of Directors, the Employers shall make no further contributions under
        the Plan. In the event of a complete discontinuance of contributions without
        a termination of the Plan, the Administrator shall remain in existence
        and all provisions of the Plan shall remain in force which are necessary
        in the opinion of the Administrator, other than the provisions for contributions,
        and the Fund shall remain in existence and all provisions of the Trust
        Agreement shall remain in force which are necessary in the sole opinion
        of the Administrator, other than provisions relating to contributions.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516216"><A NAME="_Toc505516216"><A NAME="_Toc520617293"><A NAME="_Toc521234403"><A NAME="_Toc521831151"><A NAME="_Toc522354583"><A NAME="_Toc536362195"><A NAME="_Toc863308"><A NAME="_Toc865293"><A NAME="_Toc865447"><A NAME="_Toc865601"><A NAME="_Toc1284326"><A NAME="_Toc1287536"><A NAME="_Toc1287693">13.4
        <U>Distribution of the Fund</U>. In the event of a termination of the
        Plan, the Trustee shall apply each Member's account to the benefit of
        such Member (or his Beneficiary) in accordance with the instructions of
        the Administrator. Except as specifically provided in Section 4.7 or 11.2
        or in the Trust Agreement, no assets will revert from the Trust to any
        Employer.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
  </OL>
</OL>
<p>13.5&#9;<U>Expenses of Termination</U>. In the event of the complete or partial
  termination of the Plan, the expenses incident thereto shall be a prior claim
  and lien upon the assets of the Trust Fund, and shall be paid or provided for
  prior to the distribution of any benefits pursuant to such termination.</p>
<p><a href="#top">back to top</a></p>
<p align="CENTER">Article XIV<a name="_Toc505516217"><a name="_Toc520617294"><a name="_Toc521234404"><a name="_Toc521831152"><a name="_Toc522354584"><a name="_Toc536362196"><a name="_Toc863309"><a name="_Toc865294"><a name="_Toc865448"><a name="_Toc865602"><a name="_Toc1284327"><a name="_Toc1287694"><br>
  <a name="_Toc1287537">Miscellaneous Provisions</a></a></a></a></a></a></a></a></a></a></a></a></a></p>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516218"><A NAME="_Toc505516218"><A NAME="_Toc520617295"><A NAME="_Toc521234405"><A NAME="_Toc521831153"><A NAME="_Toc522354585"><A NAME="_Toc536362197"><A NAME="_Toc863310"><A NAME="_Toc865295"><A NAME="_Toc865449"><A NAME="_Toc865603"><A NAME="_Toc1284328"><A NAME="_Toc1287538"><A NAME="_Toc1287695">14.1
        <U>Plan Not a Contract of Employment</U>. Neither the establishment of
        the Plan created hereby, nor any amendment thereof, nor the creation of
        any fund or account, nor the payment of any benefits hereunder, shall
        be construed as giving to any Member or other person any legal or equitable
        right against any Employer, any officer or employee thereof, the Board
        of Directors or any member thereof, the Administrator, or any Trustee,
        except as provided herein</A></A></A></A></A></A> <A NAME="_Toc520617296"><A NAME="_Toc521234406"><A NAME="_Toc521831154"><A NAME="_Toc865296"><A NAME="_Toc865450"><A NAME="_Toc865604">and
        under no circumstances shall the terms of employment of any Member be
        in any way affected hereby.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516219"><A NAME="_Toc505516219"><A NAME="_Toc520617297"><A NAME="_Toc521234407"><A NAME="_Toc521831155"><A NAME="_Toc522354586"><A NAME="_Toc536362198"><A NAME="_Toc863311"><A NAME="_Toc865297"><A NAME="_Toc865451"><A NAME="_Toc865605"><A NAME="_Toc1284329"><A NAME="_Toc1287539"><A NAME="_Toc1287696">14.2
        <U>Source of Benefits</U>. All benefits payable under the Plan shall be
        paid or provided for solely from the Fund and the Employers assume no
        liability or responsibility therefor. The Employers are under no legal
        obligation to make any contributions to the Fund. No action or suit shall
        be brought by any Employee or Beneficiary, or by any Trustee, against
        any Employer for any such contribution.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516220"><A NAME="_Toc505516220"><A NAME="_Toc520617298"><A NAME="_Toc521234408"><A NAME="_Toc521831156"><A NAME="_Toc522354587"><A NAME="_Toc536362199"><A NAME="_Toc863312"><A NAME="_Toc865298"><A NAME="_Toc865452"><A NAME="_Toc865606"><A NAME="_Toc1284330"><A NAME="_Toc1287540"><A NAME="_Toc1287697">14.3
        <U>Spendthrift Clause</U>. Except as may be otherwise required by a &quot;qualified
        domestic relations order&quot; (as defined in section 414(p) of the Code),
        or by other applicable law recognized as a permitted exception to this
        provision by section 401(a)(13) of the Code and regulations thereunder,
        no benefit or payment under the Plan shall be subject in any manner to
        anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
        or charge, whether voluntary or involuntary, and no attempt so to anticipate,
        alienate, sell, transfer, assign, pledge, encumber or charge the same
        shall be valid, nor shall any such benefit or payment be in any way</A></A></A></A>
        <A NAME="_Toc863313"><A NAME="_Toc1284331"><A NAME="_Toc1284671"><A NAME="_Toc1287541"><A NAME="_Toc1287698">liable
        for or subject to the debts, contracts, liabilities, engagements or torts
        of any person entitled to such benefit or payment, or subject to attachment,
        garnishment, levy, execution or other legal or equitable process.</A></A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516221"><A NAME="_Toc505516221"><A NAME="_Toc520617299"><A NAME="_Toc521234409"><A NAME="_Toc521831157"><A NAME="_Toc522354588"><A NAME="_Toc536362200"><A NAME="_Toc863314"><A NAME="_Toc865299"><A NAME="_Toc865453"><A NAME="_Toc865607"><A NAME="_Toc1284332"><A NAME="_Toc1287542"><A NAME="_Toc1287699">14.4
        <U>Merger</U>. The merger or consolidation of the Company with any other
        company or the transfer of the assets of the Company to any other company
        by sale, exchange, liquidation or otherwise or the merger of this Plan
        with any other retirement plan shall not in and of itself result in the
        termination of the Plan or be deemed a Termination of Employment of any
        Employee.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516222"><A NAME="_Toc505516222"><A NAME="_Toc520617300"><A NAME="_Toc521234410"><A NAME="_Toc521831158"><A NAME="_Toc522354589"><A NAME="_Toc536362201"><A NAME="_Toc863315"><A NAME="_Toc865300"><A NAME="_Toc865454"><A NAME="_Toc865608"><A NAME="_Toc1284333"><A NAME="_Toc1287543"><A NAME="_Toc1287700">14.5
        <U>Valuation of Common Stock</U>. Except as otherwise expressly provided,
        for all purposes of this Plan, the value of Common Stock on any day on
        which a national securities exchange is open for trading in Common Stock
        shall be (a) the mean between the high and low</A></A></A> <A NAME="_Toc520617301"><A NAME="_Toc521234411"><A NAME="_Toc521831159">prices
        at which Common Stock was traded on such exchange on such day, or (b)
        if there were no trades of Common Stock on such exchange on such day,
        the mean between the high bid and low</A> <A NAME="_Toc505516223">asked
        prices for Common Stock on such day. In the event that the value of Common
        Stock is to be determined under this Plan as of a day on which there was
        no national exchange open for trading in Common Stock, the value of Common
        Stock on such day shall be the value of Common Stock on the most recent
        day on which a national exchange was open for trading in Common Stock,
        as determined in accordance with the preceding sentence.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516224"><A NAME="_Toc505516224"><A NAME="_Toc520617302"><A NAME="_Toc521234412"><A NAME="_Toc521831160"><A NAME="_Toc522354590"><A NAME="_Toc536362202"><A NAME="_Toc863316"><A NAME="_Toc865301"><A NAME="_Toc865455"><A NAME="_Toc865609"><A NAME="_Toc1284334"><A NAME="_Toc1287544"><A NAME="_Toc1287701">14.6
        <U>Claims Procedure</U>. The Administrator shall establish a claims procedure
        in accordance with applicable law, under which any Member or Beneficiary
        whose claim for benefits has been denied shall have a reasonable opportunity
        for a full and fair review of the decision denying such claim.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516225"><A NAME="_Toc505516225"><A NAME="_Toc520617303"><A NAME="_Toc521234413"><A NAME="_Toc521831161"><A NAME="_Toc522354591"><A NAME="_Toc536362203"><A NAME="_Toc863317"><A NAME="_Toc865302"><A NAME="_Toc865456"><A NAME="_Toc865610"><A NAME="_Toc1284335"><A NAME="_Toc1287545"><A NAME="_Toc1287702">14.7
        <U>Inability to Locate Distributee</U>. Notwithstanding any other provision
        of the Plan, in the event that the Administrator cannot locate any person
        to whom a payment or distribution is due under the Plan, and no other
        payee has become entitled thereto pursuant to any provision of the Plan,
        the account in respect of which such payment or distribution is to be
        made</A> <A NAME="_Toc536362204">shall be forfeited at the close of the
        third Year following the Year in which such payment or distribution first
        became due (but in all events prior to the time such account would otherwise
        escheat under any applicable state law); provided, that any account so
        forfeited shall be reinstated if such person subsequently makes a valid
        claim for such benefit.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516226"><A NAME="_Toc505516226"><A NAME="_Toc520617304"><A NAME="_Toc521234414"><A NAME="_Toc521831162"><A NAME="_Toc522354592"><A NAME="_Toc536362205"><A NAME="_Toc863318"><A NAME="_Toc865303"><A NAME="_Toc865457"><A NAME="_Toc865611"><A NAME="_Toc1284336"><A NAME="_Toc1287546"><A NAME="_Toc1287703">14.8
        <U>Payment to a Minor or Incompetent</U>. If any amount is payable to
        a minor or other legally incompetent person, such amount may be paid in
        any of the following ways, as the Administrator in his sole discretion
        shall determine:</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
    <OL>
      <OL>
        <OL>
          <blockquote>
            <p>(a)To the legal representatives of such minor or other incompetent
              person;</p>
            <p>(b)Directly to such minor or other incompetent person;</p>
            <p>(c)To a parent or guardian of such minor, or to a custodian for
              such minor under the Uniform Transfers to Minors Act (or similar
              statute) of any jurisdiction or to the person with whom such minor
              shall reside.</p>
          </blockquote>
        </OL>
      </OL>
    </OL>
    <blockquote>
      <p>Payment to such minor or incompetent person, or to such other person
        as may be determined by the Administrator, as above provided, shall discharge
        all Employers, the Administrator, the Trustees and any insurance company
        or other person or corporation making such payment pursuant to the direction
        of the Administrator, and none of the foregoing shall be required to see
        to the proper application of any such payment to such person pursuant
        to the provisions of this Section 14.8.</p>
      <p name="_Toc505516227"><A NAME="_Toc505516227"><A NAME="_Toc520617305"><A NAME="_Toc521234415"><A NAME="_Toc521831163"><A NAME="_Toc522354593"><A NAME="_Toc536362206"><A NAME="_Toc863319"><A NAME="_Toc865304"><A NAME="_Toc865458"><A NAME="_Toc865612"><A NAME="_Toc1284337"><A NAME="_Toc1287547"><A NAME="_Toc1287704">14.9
        <U>Doubt as to Right to Payment</U>. If at any time any doubt exists as
        to the right of any person to any payment hereunder or as to the amount
        or time of such payment (including, without limitation, any doubt as to
        identity, or any case in which any notice has been received from any other
        person claiming any interest in amounts payable hereunder, or any case</A>
        <A NAME="_Toc536362207">in which a claim from other persons may exist
        by reason of community property or similar laws) the Administrator shall
        be entitled, in its discretion, to direct the Trustee (or any insurance
        company) to hold such sum as a segregated amount in trust until such right
        or amount or time is determined or until order of a court of competent
        jurisdiction, or to pay such sum into court in</A></A></A> <A NAME="_Toc865305"><A NAME="_Toc865459"><A NAME="_Toc865613">accordance
        with appropriate rules of law in such case then provided, or to make payment
        only upon receipt of a bond or similar indemnification (in such amount
        and in such form as is satisfactory to the Administrator).</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516228"><A NAME="_Toc505516228"><A NAME="_Toc520617306"><A NAME="_Toc521234416"><A NAME="_Toc521831164"><A NAME="_Toc522354594"><A NAME="_Toc536362208"><A NAME="_Toc863320"><A NAME="_Toc865306"><A NAME="_Toc865460"><A NAME="_Toc865614"><A NAME="_Toc1284338"><A NAME="_Toc1287548"><A NAME="_Toc1287705">14.10
        <U>Estoppel of Members and Beneficiaries</U>. The Employers, Administrator
        and Trustee may rely upon any certificate, statement or other representation
        made to them by any Employee, Member or Beneficiary with respect to age,
        length of service, leave of absence, date</A> <A NAME="_Toc505516229">of
        cessation of employment or other fact required to be determined under
        any of the provisions of the Plan, and shall not be liable on account
        of the payment of any benefits or the doing of any act in reliance upon
        any such certificate, statement or other representation. Any such certificate,
        statement or other representation made by an Employee or Member shall
        be conclusively binding upon such Employee or Member and his Beneficiary
        and estate, and such Employee, Member, Beneficiary and estate shall thereafter
        and forever be estopped from disputing the truth and correctness of such
        certificate, statement or other representation. Any such certificate,
        statement or other representation made by a Beneficiary shall be conclusively
        binding upon such</A></A></A></A> <A NAME="_Toc863321"><A NAME="_Toc1284339"><A NAME="_Toc1284679"><A NAME="_Toc1287549"><A NAME="_Toc1287706">Beneficiary,
        and such Beneficiary shall thereafter and forever be estopped from disputing
        the truth and correctness of such certificate, statement or other representation.</A></A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516230"><A NAME="_Toc505516230"><A NAME="_Toc520617307"><A NAME="_Toc521234417"><A NAME="_Toc521831165"><A NAME="_Toc522354595"><A NAME="_Toc536362209"><A NAME="_Toc863322"><A NAME="_Toc865307"><A NAME="_Toc865461"><A NAME="_Toc865615"><A NAME="_Toc1284340"><A NAME="_Toc1287550"><A NAME="_Toc1287707">14.11
        <U>Controlling Law</U>. This Plan and the interpretation and performance
        of all its terms shall be controlled by the internal laws of the State
        of New York (without regard to principles of conflict of laws), to the
        extent not preempted by federal law.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516231"><A NAME="_Toc505516231"><A NAME="_Toc520617308"><A NAME="_Toc521234418"><A NAME="_Toc521831166"><A NAME="_Toc522354596"><A NAME="_Toc536362210"><A NAME="_Toc863323"><A NAME="_Toc865308"><A NAME="_Toc865462"><A NAME="_Toc865616"><A NAME="_Toc1284341"><A NAME="_Toc1287551"><A NAME="_Toc1287708">14.12
        <U>Separability</U>. If any provision of the Plan or the Trust Agreement
        is held invalid or unenforceable, its invalidity or unenforceability shall
        not affect any other provisions of the Plan and/or the Trust Agreement,
        and the Plan and Trust Agreement shall be construed and enforced as if
        such provision had not been included therein.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516232"><A NAME="_Toc505516232"><A NAME="_Toc520617309"><A NAME="_Toc521234419"><A NAME="_Toc521831167"><A NAME="_Toc522354597"><A NAME="_Toc536362211"><A NAME="_Toc863324"><A NAME="_Toc865309"><A NAME="_Toc865463"><A NAME="_Toc865617"><A NAME="_Toc1284342"><A NAME="_Toc1287552"><A NAME="_Toc1287709">14.13
        <U>Captions</U>. The captions contained herein are inserted only as a
        matter of convenience and for reference and in no way define, limit, enlarge
        or describe the scope or intent of the Plan nor in any way shall affect
        the Plan or the construction of any provision thereof.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516233"><A NAME="_Toc505516233"><A NAME="_Toc520617310"><A NAME="_Toc521234420"><A NAME="_Toc521831168"><A NAME="_Toc522354598"><A NAME="_Toc536362212"><A NAME="_Toc863325"><A NAME="_Toc865310"><A NAME="_Toc865464"><A NAME="_Toc865618"><A NAME="_Toc1284343"><A NAME="_Toc1287553"><A NAME="_Toc1287710">14.14
        <U>Usage</U>. Whenever applicable, the masculine gender, when used in
        the Plan, shall include the feminine or neuter gender, and the singular
        shall include the plural.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc521831169"><A NAME="_Toc521831169"><A NAME="_Toc522354599"><A NAME="_Toc536362213"><A NAME="_Toc863326"><A NAME="_Toc865311"><A NAME="_Toc865465"><A NAME="_Toc865619"><A NAME="_Toc1284344"><A NAME="_Toc1287554"><A NAME="_Toc1287711">14.15
        <U>Family Aggregation Rules Repealed</U>. The family aggregation rules
        previously in effect are repealed as of January 1, 1997.</A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
  </OL>
  <blockquote>
    <p><a href="#top">back to top</a></p>
  </blockquote>
</OL>
<p align="CENTER">Article XV<a name="_Toc505516234"><a name="_Toc520617311"><a name="_Toc521234421"><a name="_Toc521831170"><a name="_Toc522354600"><a name="_Toc536362214"><a name="_Toc863327"><a name="_Toc865312"><a name="_Toc865466"><a name="_Toc865620"><a name="_Toc1284345"><a name="_Toc1287712"><br>
  <a name="_Toc1287555">Exempt Loans</a></a></a></a></a></a></a></a></a></a></a></a></a></p>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516235"><A NAME="_Toc505516235"><A NAME="_Toc520617312"><A NAME="_Toc521234422"><A NAME="_Toc521831171"><A NAME="_Toc522354601"><A NAME="_Toc536362215"><A NAME="_Toc863328"><A NAME="_Toc865313"><A NAME="_Toc865467"><A NAME="_Toc865621"><A NAME="_Toc1284346"><A NAME="_Toc1287556"><A NAME="_Toc1287713">15.1 <U>Application
        of Article</U>. This Article XV shall apply in the event that the Trustee
        shall purchase Common Stock with loan proceeds (including a purchase on
        deferred payment terms), and the loan is made by or guaranteed by the
        Company or another disqualified person with respect to the Plan. Any such
        loan must be primarily for the benefit of the Members participating in
        the Plan and their Beneficiaries.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516236"><A NAME="_Toc505516236"><A NAME="_Toc520617313"><A NAME="_Toc521234423"><A NAME="_Toc521831172"><A NAME="_Toc522354602"><A NAME="_Toc536362216"><A NAME="_Toc863329"><A NAME="_Toc865314"><A NAME="_Toc865468"><A NAME="_Toc865622"><A NAME="_Toc1284347"><A NAME="_Toc1287557"><A NAME="_Toc1287714">15.2
        <U>Use of Proceeds</U>. The proceeds of an Exempt Loan must be used within
        a reasonable time after their receipt by the Plan only for any or all
        of the following purposes: (a) to acquire Common Stock; (b) to repay such
        loan; (c) to repay a prior Exempt Loan.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516237"><A NAME="_Toc505516237"><A NAME="_Toc520617314"><A NAME="_Toc521234424"><A NAME="_Toc521831173"><A NAME="_Toc522354603"><A NAME="_Toc536362217"><A NAME="_Toc863330"><A NAME="_Toc865315"><A NAME="_Toc865469"><A NAME="_Toc865623"><A NAME="_Toc1284348"><A NAME="_Toc1287558"><A NAME="_Toc1287715">15.3
        <U>Non-Recourse Requirement</U>. An Exempt Loan shall be without recourse
        against the Plan. Such loan shall be payable only out of contributions
        (other than contributions</A> <A NAME="_Toc536362218">of Common Stock
        or other employer securities) that are made by the Employers under the
        Plan in order to meet their obligations under the loan, collateral given
        for the loan (if any), and earnings attributable to the investment of
        such contributions or to such collateral (including dividends or other
        distributions in respect of Common Stock acquired with the</A></A></A>
        <A NAME="_Toc865316"><A NAME="_Toc865470"><A NAME="_Toc865624">proceeds
        of an Exempt Loan). The payments made with respect to an Exempt Loan by
        the Plan during a Year shall not exceed the excess of (a) the amount of
        such contributions and earnings received during</A> <A NAME="_Toc521831174">or
        prior to the Year over (b) the amount of such payments in prior Years.
        Such contributions and earnings shall be accounted for separately in the
        records of the Plan until the loan is repaid.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516238"><A NAME="_Toc505516238"><A NAME="_Toc520617315"><A NAME="_Toc521234425"><A NAME="_Toc521831175"><A NAME="_Toc522354604"><A NAME="_Toc536362219"><A NAME="_Toc863331"><A NAME="_Toc865317"><A NAME="_Toc865471"><A NAME="_Toc865625"><A NAME="_Toc1284349"><A NAME="_Toc1287559"><A NAME="_Toc1287716">15.4
        <U>Permitted Collateral</U>. The only assets of the Plan that may be given
        as collateral on an Exempt Loan are Common Stock acquired with the proceeds
        of the loan, and Common Stock that was collateral on a prior Exempt Loan
        repaid with the proceeds of the current Exempt Loan.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516239"><A NAME="_Toc505516239"><A NAME="_Toc520617316"><A NAME="_Toc521234426"><A NAME="_Toc521831176"><A NAME="_Toc522354605"><A NAME="_Toc536362220"><A NAME="_Toc863332"><A NAME="_Toc865318"><A NAME="_Toc865472"><A NAME="_Toc865626"><A NAME="_Toc1284350"><A NAME="_Toc1287560"><A NAME="_Toc1287717">15.5
        <U>Default</U>. In the event of default upon an Exempt Loan, the value
        of Plan assets transferred in satisfaction of the loan shall not exceed
        the amount of default. If the &quot;lender&quot; (not including for this
        purpose a mere guarantor) is a disqualified person with respect to the
        Plan, the loan must provide for a transfer of Plan assets on default only
        upon and to the extent of the failure of the Plan to meet the payment
        schedule of the loan.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516240"><A NAME="_Toc505516240"><A NAME="_Toc520617317"><A NAME="_Toc521234427"><A NAME="_Toc521831177"><A NAME="_Toc522354606"><A NAME="_Toc536362221"><A NAME="_Toc863333"><A NAME="_Toc865319"><A NAME="_Toc865473"><A NAME="_Toc865627"><A NAME="_Toc1284351"><A NAME="_Toc1287561"><A NAME="_Toc1287718">15.6
        <U>Release from Encumbrance</U>. In the event that an Exempt Loan is secured
        by collateral in accordance with Section 15.4, such loan must provide
        for the release of such collateral in accordance with applicable regulations.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516241"><A NAME="_Toc505516241"><A NAME="_Toc520617318"><A NAME="_Toc521234428"><A NAME="_Toc521831178"><A NAME="_Toc522354607"><A NAME="_Toc536362222"><A NAME="_Toc863334"><A NAME="_Toc865320"><A NAME="_Toc865474"><A NAME="_Toc865628"><A NAME="_Toc1284352"><A NAME="_Toc1287562"><A NAME="_Toc1287719">15.7
        <U>Suspense Account</U>. All Common Stock acquired with the proceeds of
        an Exempt Loan shall be added to and maintained in a Suspense Account.
        In the event that all of such Common Stock shall be pledged as collateral
        for such loan, such Common Stock shall be</A> <A NAME="_Toc536362223">withdrawn
        from the Suspense Account at the rate at which it is released from such
        pledge as provided in Section 15.6. In all other cases, such Common Stock
        shall be withdrawn from the Suspense Account at the rate that would apply
        under the foregoing provisions of this Section</A></A></A> <A NAME="_Toc865321"><A NAME="_Toc865475"><A NAME="_Toc865629">15.7
        if all such Common Stock had been so pledged. For such purpose, the rate
        of withdrawal from the Suspense Account shall be determined under applicable
        regulations based on the proportion of payments of both principal and
        interest paid for the Year, unless (a) the</A> <A NAME="_Toc521831179">Administrator
        shall elect to determine the rate of withdrawal solely with reference
        to principal</A></A> <A NAME="_Toc520617319"><A NAME="_Toc521234429">payments
        and (b) a withdrawal based solely on principal payments shall be permissible
        under applicable regulations.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516242"><A NAME="_Toc505516242"><A NAME="_Toc520617320"><A NAME="_Toc521234430"><A NAME="_Toc521831180"><A NAME="_Toc522354608"><A NAME="_Toc536362224"><A NAME="_Toc863335"><A NAME="_Toc865322"><A NAME="_Toc865476"><A NAME="_Toc865630"><A NAME="_Toc1284353"><A NAME="_Toc1287563"><A NAME="_Toc1287720">15.8
        <U>Put Option</U>. Except as provided in the following provisions of this
        Section 15.8, Common Stock acquired with the proceeds of an Exempt Loan
        shall not be subject to a put,</A> <A NAME="_Toc505516243">call or other
        option, or buy-sell or similar arrangement while held by and when distributed
        by the Plan, whether or not the Plan is then an ESOP.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>15.8.1 <U>Legal Requirement</U>. Common Stock acquired with the proceeds of an
          Exempt Loan shall be subject to a put option on the terms and conditions
          set forth in this Section 15.8, which terms and conditions shall be
          construed and applied so as at all times to comply with applicable regulations
          under section 4975 of the Code and section 407(d)(6) of ERISA. Without
          limiting the generality of Sections 12.1 and 12.3, or any other provision
          of the Plan, in the event that applicable provisions of law, or regulations,
          are subsequently modified so as to require or permit a change in any
          of such terms or conditions, or to require or permit new, different
          or additional terms or conditions, the Company reserves the right to
          amend this Section 15.8 in any respect or manner which it may deem necessary
          or desirable in order to comply with or conform to applicable law or
          regulations as so modified.</p>
        <p> </p>
        <p>15.8.2 <U>Put Options</U>. If Common Stock acquired with the proceeds of an Exempt
          Loan, when distributed, is not publicly traded or is subject to a restriction
          under federal or state securities laws or regulations thereunder, or
          under an agreement affecting such Common Stock which would make such
          stock not as freely tradable as stock not subject to such a restriction,
          a Member shall have the option to put such stock to the Company at a
          price equal to the fair market value thereof, as determined under a
          fair valuation formula in compliance with any applicable regulations.
          Solely for the purposes of this Section 15.8, a Member shall mean a
          Member (or former Member) or his Beneficiary to whom the Plan has distributed
          shares of Common Stock acquired with the proceeds of an Exempt Loan,
          or a donee of either thereof or any person (including an estate or its
          distributee) to whom such Common Stock passes by reason of the death
          of a Member (or former Member) or a Beneficiary. Under no circumstances
          may the put option bind the Plan; however, the Trustee in its discretion
          may elect to assume the rights and obligations of the Company with respect
          to any put option at the time it is exercised by giving written notice
          thereof (in such form as the Trustee shall in its discretion determine)
          to the Member exercising the put option. If it is known at the time
          an Exempt Loan is made that federal or state law will be violated by
          the Company's honoring the put option described in this Section 15.8.2,
          a Member shall have the option to put the Common Stock subject to this
          Section 15.8.2 in a manner consistent with such federal or state law,
          to such affiliate or shareholder (other than this Plan) of the Company
          as the Company, in its discretion, may designate (and in such case the
          provisions of this Section 15.8 shall be applied as if such shareholder
          or affiliate were the Company to the extent necessary or appropriate);
          provided, however, that any such affiliate or shareholder shall have
          substantial net worth at the time the Exempt Loan is made and such net
          worth is reasonably expected to remain substantial.</p>
        <p> </p>
        <p>15.8.3 <U>Period of Exercisability</U>. The put option shall be exercisable for
          a period of at least 60 days following the date of distribution of Common
          Stock subject to a put option under this Section 15.8 and, if the option
          is not exercised within such 60-day period, for an additional period
          of at least 60 days in the following year. In no event shall any period
          during which a put option is otherwise exercisable under this subsection
          15.8.3 include any time during which a Member is unable to exercise
          such option because the Company (or other party bound by the put option)
          is prohibited from honoring it by applicable federal or state law, and
          the period during which a put option is so exercisable shall be extended
          by the amount of time during which such prohibition was in effect.</p>
        <p> </p>
        <p>15.8.4 <U>Payment</U>. The Company (or the Plan if it assumes the Company's obligations
          pursuant to Section 15.8.2, shall make full payment of the purchase
          price for Common Stock which is the subject of a put option that is
          properly exercised by a Member within 30 days after the Member surrenders
          to the Company (or the Plan) certificates representing such Common Stock,
          duly endorsed or accompanied by a stock power duly executed, in either
          case with his signature duly guaranteed, and accompanied by all required
          stock transfer stamps; provided, that in the event the shares put to
          the Company pursuant to Section 15.8.2 were distributed to the Member
          as part of a total distribution, the Company may elect to make such
          payment in substantially equal annual installments over a period beginning
          within 30 days after the date the put option is exercised and not exceeding
          five years if the Company provides adequate security and pays a reasonable
          interest rate with respect thereto. Payment under a put option may not
          be restricted by the provisions of an Exempt Loan or any other loan
          or arrangement entered into on or after November 1, 1977 to which the
          Company or the Plan is a party or by which either is bound, unless so
          required by applicable state law.</p>
        <p> </p>
        <p>15.8.5 <U>Nonterminable Rights</U>. The protections and rights provided
          by this Section 15.8.5 shall be nonterminable. Thus, if the Plan holds
          or has distributed Common Stock acquired with the proceeds of an Exempt
          Loan, and either such loan is repaid or the Plan ceases to be an ESOP,
          such protections and rights shall continue.</p>
      </blockquote>
      <p name="_Toc505516244"><A NAME="_Toc505516244"><A NAME="_Toc520617321"><A NAME="_Toc521234431"><A NAME="_Toc521831181"><A NAME="_Toc522354609"><A NAME="_Toc536362225"><A NAME="_Toc863336"><A NAME="_Toc865323"><A NAME="_Toc865477"><A NAME="_Toc865631"><A NAME="_Toc1284354"><A NAME="_Toc1287564"><A NAME="_Toc1287721">15.9
        <U>Other Terms of Loan</U>. An Exempt Loan must be for a specific term,
        and may not be payable on demand except in the case of default. Such loan
        shall, at the time it is</A> <A NAME="_Toc521831182">made, be on terms
        at least as favorable to the Plan as the terms of a comparable loan resulting</A></A>
        <A NAME="_Toc520617322"><A NAME="_Toc521234432">from arm's length negotiations
        between independent parties, and shall not require the payment of interest
        in excess of a reasonable rate of interest.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
  </OL>
  <blockquote>
    <p><a href="#top">back to top</a></p>
  </blockquote>
</OL>
<p align="CENTER">Article XVI<a name="_Toc505516245"><a name="_Toc520617323"><a name="_Toc521234433"><a name="_Toc521831183"><a name="_Toc522354610"><a name="_Toc536362226"><a name="_Toc863337"><a name="_Toc865324"><a name="_Toc865478"><a name="_Toc865632"><a name="_Toc1284355"><a name="_Toc1287722"><br>
  <a name="_Toc1287565">Leased Employees</a></a></a></a></a></a></a></a></a></a></a></a></a></p>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516246"><A NAME="_Toc505516246"><A NAME="_Toc520617324"><A NAME="_Toc521234434"><A NAME="_Toc521831184"><A NAME="_Toc522354611"><A NAME="_Toc536362227"><A NAME="_Toc863338"><A NAME="_Toc865325"><A NAME="_Toc865479"><A NAME="_Toc865633"><A NAME="_Toc1284356"><A NAME="_Toc1287566"><A NAME="_Toc1287723">16.1 <U>Definitions</U>.
        For purposes of this Article XVI, the term &quot;Leased Employee&quot;
        means any person (a) who performs or performed services for an Employer
        or Affiliate (hereinafter referred to as the &quot;Recipient&quot;) pursuant
        to an agreement between the Recipient and any other person (hereinafter
        referred to as the &quot;Leasing Organization&quot;), (b) who has performed
        such services for the Recipient or for the Recipient and related persons
        (within the meaning of section 144(a)(3) of the Code) on a substantially
        full-time basis for a period of at</A></A></A></A> <A NAME="_Toc863339"><A NAME="_Toc1284357"><A NAME="_Toc1284697"><A NAME="_Toc1287567"><A NAME="_Toc1287724">least
        one year, and (c) whose services are performed under primary direction
        or control by the Recipient.</A></A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516247"><A NAME="_Toc505516247"><A NAME="_Toc520617325"><A NAME="_Toc521234435"><A NAME="_Toc521831185"><A NAME="_Toc522354612"><A NAME="_Toc536362228"><A NAME="_Toc863340"><A NAME="_Toc865326"><A NAME="_Toc865480"><A NAME="_Toc865634"><A NAME="_Toc1284358"><A NAME="_Toc1287568"><A NAME="_Toc1287725">16.2
        <U>Treatment of Leased Employees</U>. For purposes of this Plan, a Leased
        Employee shall be treated as an ineligible employee of an Affiliate, whose
        service for the Recipient (including service during the one-year period
        referred to in Section 16.1) is to be taken into account in determining
        compliance with the service requirements of the Plan relating to</A> <A NAME="_Toc536362229">participation
        and vesting. However, the Leased Employee shall not be entitled to share
        in contributions or forfeitures under the Plan with respect to any service
        or compensation</A></A></A> <A NAME="_Toc865327"><A NAME="_Toc865481"><A NAME="_Toc865635">attributable
        to the period during which he is a Leased Employee, and shall not be eligible
        to become a Member eligible to accrue benefits under the Plan unless and
        except to the extent that he shall at some time, either before or after
        his service as a Leased Employee, qualify as an Employee without regard
        to the provisions of this Article XVI (in which event, status as a</A></A></A>
        <A NAME="_Toc520617326"><A NAME="_Toc521234436"><A NAME="_Toc521831186">Leased
        Employee shall be determined without regard to clause (b) of Section 16.1,
        to the extent required by applicable law).</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516248"><A NAME="_Toc505516248"><A NAME="_Toc520617327"><A NAME="_Toc521234437"><A NAME="_Toc521831187"><A NAME="_Toc522354613"><A NAME="_Toc536362230"><A NAME="_Toc863341"><A NAME="_Toc865328"><A NAME="_Toc865482"><A NAME="_Toc865636"><A NAME="_Toc1284359"><A NAME="_Toc1287569"><A NAME="_Toc1287726">16.3
        <U>Exception for Employees Covered by Plans of Leasing Organization</U>.
        Section 16.2 shall not apply to any Leased Employee if such employee is
        covered by a money</A> <A NAME="_Toc505516249">purchase pension plan of
        the Leasing Organization meeting the requirements of section 414(n)(5)(B)
        of the Code and Leased Employees do not constitute more than 20% of the
        aggregate &quot;nonhighly compensated work force&quot; (as defined in
        section 414(n)(5)(C)(ii) of the Code) of all Employers and Affiliates.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <p name="_Toc505516250"><A NAME="_Toc505516250"><A NAME="_Toc520617328"><A NAME="_Toc521234438"><A NAME="_Toc521831188"><A NAME="_Toc522354614"><A NAME="_Toc536362231"><A NAME="_Toc863342"><A NAME="_Toc865329"><A NAME="_Toc865483"><A NAME="_Toc865637"><A NAME="_Toc1284360"><A NAME="_Toc1287570"><A NAME="_Toc1287727">16.4
        <U>Construction</U>. The purpose of this Article XVI is to comply with
        the provisions of section 4l4(n) of the Code. All provisions of this Article
        shall be construed</A></A></A></A> <A NAME="_Toc863343"><A NAME="_Toc1284361"><A NAME="_Toc1284701"><A NAME="_Toc1287571"><A NAME="_Toc1287728">consistently
        therewith, and, without limiting the generality of the foregoing, no individual
        shall be treated as a Leased Employee except as required under such section.</A></A></A></A></A></A></A></A></A></A></A></A></A></A></p>
    </blockquote>
  </OL>
  <blockquote>
    <p><a href="#top">back to top</a></p>
  </blockquote>
</OL>
<p align="CENTER">Article XVII<a name="_Toc505516251"><a name="_Toc520617329"><a name="_Toc521234439"><a name="_Toc521831189"><a name="_Toc522354615"><a name="_Toc536362232"><a name="_Toc863344"><a name="_Toc865330"><a name="_Toc865484"><a name="_Toc865638"><a name="_Toc1284362"><a name="_Toc1287729"><br>
  <a name="_Toc1287572">&quot;Top-Heavy&quot; Provisions</a></a></a></a></a></a></a></a></a></a></a></a></a></p>
<OL TYPE="I">
  <OL>
    <blockquote>
      <p name="_Toc505516252"><A NAME="_Toc505516252"><A NAME="_Toc520617330"><A NAME="_Toc521234440"><A NAME="_Toc521831190"><A NAME="_Toc522354616"><A NAME="_Toc536362233"><A NAME="_Toc863345"><A NAME="_Toc865331"><A NAME="_Toc865485"><A NAME="_Toc865639"><A NAME="_Toc1284363"><A NAME="_Toc1287573"><A NAME="_Toc1287730">17.1 <U>Determination
        of &quot;Top-Heavy&quot; Status</U>.</A></A></A></A></A></A></A></A></A></A></A></A></A>
      </p>
      <blockquote>
        <p> </p>
        <p>17.1.1 <U>Applicable Plans</U>. For purposes of this Article XVII, &quot;Applicable
          Plans&quot; shall include (a) each plan of an Employer or Affiliate
          in which a Key Employee (as defined in Section 17.1.2 for this Plan,
          and as defined in section 416(i) of the Code for each other Applicable
          Plan) participates during the five-year period ending on such plan's
          &quot;determination date&quot; (as described in Section 17.1.4) and
          (b) each other plan of an Employer or Affiliate which, during such period,
          enables any plan in clause (a) of this sentence to meet the requirements
          of sections 401(a)(4) and 410 of the Code. Any plan not required to
          be included under the preceding sentence may also be included, at the
          option of the Company, provided that the requirements of sections 401(a)(4)
          and 410 of the Code continue to be satisfied for the group of Applicable
          Plans after such inclusion. Applicable Plans shall include terminated
          plans, frozen plans, and to the extent that benefits are provided with
          respect to service with an Employer or an Affiliate, multiemployer plans
          (described in section 414(f) of the Code) and multiple employer plans
          (described in section 413(c) of the Code) to which an Employer or an
          Affiliate makes contributions.</p>
        <p> </p>
        <p>17.1.2 <U>Key Employee</U>. For purposes of this Article XVII, &quot;Key Employee&quot;
          shall mean an employee (including a former employee, whether or not
          deceased) of an Employer or Affiliate who, at any time during a given
          Year or any of the four preceding Years, is one or more of the following:</p>
      </blockquote>
    </blockquote>
    <OL>
      <OL>
        <OL>
          <blockquote>
            <p>(a)An officer of an Employer or Affiliate having Earnings (as defined
              in Section 3.3.4) of more than 50% of the dollar amount in effect
              under section 415(b)(1)(A) of the Code for any such Year; provided,
              that the number of employees treated as officers shall be no more
              than 50 or, if fewer, the greater of three employees or 10% of the
              employees, including Leased Employees as described in Section 16.1
              (exclusive of employees described in section 414(q)(5) of the Code).</p>
            <p>(b)One of the 10 employees (i) having Earnings from the Employer
              or Affiliate of more than the dollar amount described in Section
              3.3.1 and (ii)&nbsp;owning (or considered as owning, within the
              meaning of section 416(i) of the Code), the largest percentage interests
              in value of an Employer or Affiliate, provided that such percentage
              interest exceeds 0.5% in value. If two employees have the same interest
              in the Employer or Affiliate, the employee having greater Earnings
              shall be treated as having a larger interest.</p>
            <p>(c)A person owning (or considered as owning, within the meaning
              of section 416(i) of the Code), more than 5% of the outstanding
              stock of an Employer or Affiliate, or stock possessing more than
              5% of the total combined voting power of all stock of the Employer
              or Affiliate (or having more than 5% of the capital or profits interest
              in any Employer or Affiliate that is not a corporation, determined
              under similar principles).</p>
            <p>(d)A 1% owner of an Employer or Affiliate having Earnings of more
              than $150,000. A &quot;1%&nbsp;owner&quot; means any person who
              would be described in Section 17.1.2(c) if &quot;1%&quot; were substituted
              for &quot;5%&quot; in each place where it appears in Section 17.1.2(c).</p>
          </blockquote>
        </OL>
      </OL>
      <blockquote>
        <p> </p>
        <p>17.1.3 <U>Top Heavy Condition</U>. In any Year during which the sum, for all
          Key Employees, of the present value of the cumulative accrued benefits
          under all Applicable Plans which are defined benefit plans (determined
          based on the actuarial assumptions set forth in the &quot;top-heavy&quot;
          provisions of such plans) and the aggregate of the accounts under all
          Applicable Plans which are defined contribution plans, exceeds 60% of
          a similar sum determined for all members&nbsp;in such plans (but excluding
          members who are former Key Employees), the Plan shall be deemed &quot;Top-Heavy.&quot;</p>
        <p> </p>
        <p>17.1.4 <U>Determination Date</U>. The determination as to whether this Plan is
          &quot;Top-Heavy&quot; for a given Year shall be made on the last day
          of the preceding Year (the &quot;Determination Date&quot;); and other
          plans shall be included in determining whether this Plan is &quot;Top-Heavy&quot;
          based on the determination date as defined in Code section 416(g)(4)(c)
          for each such plan which occurs in the same calendar year as such Determination
          Date for this Plan.</p>
        <p> </p>
        <p>17.1.5 <U>Valuation</U>. The value of the account balance of accrued benefits
          for each Applicable Plan will be determined subject to Code section
          416 and the regulations thereunder, as of the most recent Valuation
          Date occurring within the 12-month period ending on the applicable determination
          date for such plan.</p>
        <p> </p>
        <p>17.1.6 <U>Distributions within Five Years</U>. Subject to Section 17.1.7, distributions
          from the Plan or any other Applicable Plan during the five-year period
          ending on the applicable Determination Date shall be taken into account
          in determining whether the Plan is &quot;Top-Heavy.&quot;</p>
        <p> </p>
        <p>17.1.7 <U>No Services within Five Years</U>. Benefits and distributions shall
          not be taken into account with respect to any individual who has not
          rendered any services to any Employer or Affiliate at any time during
          the five-year period ending on the applicable determination date.</p>
        <p> </p>
        <p>17.1.8 <U>Compliance with Code Section 416</U>. The calculation of the &quot;Top-Heavy&quot;
          ratio, and the extent to which distributions, rollovers and transfers
          from this Plan or any other Applicable Plan shall be taken into account,
          will be made in accordance with Code section 416 and applicable regulations
          thereunder.</p>
        <p> </p>
        <p>17.1.9 <U>Beneficiaries</U>. The terms &quot;Key Employee&quot; and &quot;Member&quot;
          include their beneficiaries.</p>
        <p> </p>
        <p>17.1.10<U>Accrued Benefit Under Defined Benefit Plans</U>. Solely for purposes
          of determining whether this Plan or any other Applicable Plan is &quot;Top-Heavy&quot;
          for a given Year, the accrued benefit under any defined benefit plan
          of a Member other than a Key Employee shall be determined under (a)
          the method, if any, that uniformly applies for accrual purposes under
          all defined benefit plans maintained by the Employer or an Affiliate,
          or (b) if there is no such method, as if such benefit accrued not more
          rapidly than at the slowest accrual rate permitted under the fractional
          accrual rule of section 411(b)(1)(C) of the Code.</p>
      </blockquote>
    </OL>
    <blockquote>
      <p name="_Toc505516253"><A NAME="_Toc505516253"><A NAME="_Toc520617331"><A NAME="_Toc521234441"><A NAME="_Toc521831191"><A NAME="_Toc522354617"><A NAME="_Toc536362234"><A NAME="_Toc863346"><A NAME="_Toc865332"><A NAME="_Toc865486"><A NAME="_Toc865640"><A NAME="_Toc1284364"><A NAME="_Toc1287574"><A NAME="_Toc1287731">17.2 <U>Provisions
        Applicable in &quot;Top-Heavy&quot; Years</U>. For any Year in which the
        Plan is deemed to be &quot;Top-Heavy,&quot; the following provisions shall
        apply to any Member who has not terminated employment before such Year.</A></A></A></A></A></A></A></A></A></A></A></A></A></p>
      <blockquote>
        <p> </p>
        <p>17.2.1 <U>Required Allocation</U>. The amount of Employer contributions and forfeitures
          which shall be allocated to the account of any active Member who (a)
          is employed by an Employer or Affiliate on the last day of the Year
          and (b) is not a Key Employee shall be (i) at least 3% of such Member's
          Earnings for such Year, or, (ii) if less, an amount equal to such Earnings
          multiplied by the highest allocation rate for any Key Employee. For
          purposes of the preceding sentence, the allocation rate for each individual
          Key Employee shall be determined by dividing the Employer contributions
          and forfeitures allocated to such Key Employee's account under all Applicable
          Plans considered together, by his Earnings; provided, however, that
          clause (ii) does not apply if this Plan enables a defined benefit plan
          required to be so aggregated under Section 17.1.1 to meet the requirements
          of section 401(a)(4) or 410 of the Code. The minimum-allocation provisions
          of this Section 17.2.1 shall, to the extent necessary, be satisfied
          by special Employer contributions made by the Employer for that purpose.
          Notwithstanding the foregoing, the minimum allocations otherwise required
          by this Section 17.2.1 shall not be required to be made for any Member
          if such Member is covered under a defined benefit plan maintained by
          an Employer or an Affiliate which provides the minimum benefit required
          under section 416(c)(1) of the Code, and/or to the extent that the minimum
          allocation otherwise required by this Section 17.2.1 is made under another
          defined contribution plan maintained by an Employer or an Affiliate.
          In addition, any minimum allocation required to be made for a Member
          who is not a Key Employee shall be deemed satisfied to the extent of
          the benefits provided by any other qualified plan maintained by an Employer
          or an Affiliate.</p>
        <p> </p>
        <p>17.2.2 <U>Multiplier</U>. Except as otherwise provided by law for years prior
          to January 1, 2000, &quot;1.00&quot; shall be substituted for the multiplier
          &quot;1.25&quot; required by section 415(e)(2)(B)(i) and (3)(B)(i) of
          the Code, unless the following conditions are met:</p>
      </blockquote>
    </blockquote>
    <OL>
      <OL>
        <OL>
          <blockquote>
            <p>(a)the percentage described in Section&nbsp;17.1.3 does not exceed
              90%; and</p>
            <p>(b)&quot;4%&quot; is substituted for &quot;3%&quot; in Section
              17.2.1.</p>
          </blockquote>
        </OL>
      </OL>
      <blockquote>
        <p>Notwithstanding any other provision of this Plan, if the sum of the
          combined limitation fractions described in section 415(e)(2) and (3)
          of the Code as applied to this Plan, calculated by substituting &quot;1.00&quot;
          for &quot;1.25&quot; in applying section 415(e)(2)(B)(i) and (3)(B)(i)
          of the Code, for any Member exceeds 100% for the last Year before the
          Plan becomes &quot;Top-Heavy,&quot; such fractions shall be adjusted,
          in accordance with applicable regulations, so that their sum does not
          exceed 100% for such Year.</p>
        <p> </p>
        <p>17.2.3 <U>Vesting</U>. Any Member shall be vested in his account on a basis at
          least as favorable as is provided under the following schedule:</p>
      </blockquote>
    </OL>
  </OL>
</OL>


<P><U>Years of Employment</U> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  <U>Vested Percentage</U></P>
<P>Less than 2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  &nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 0%</P>
<P>2 but less than 3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  &nbsp; 20%</P>
<P>3 but less than 4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 40%</P>
<P>4 but less than 5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 60%</P>
<P>5 but less than 6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  &nbsp; 80%</P>
<P>6 or more&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;100%</P>
<P><a href="#top">back to top</a></P>
<P>In any Year in which the Plan is not deemed to be &quot;Top- Heavy,&quot; the minimum Vested Percentage of any account shall be no less than that which was determined as of the last day of the last Year in which the Plan was deemed to be &quot;Top-Heavy.&quot;  The minimum vesting schedule set out above shall apply to all benefits within the meaning of Code section 411(a)(7) except those attributable to employee contributions, including benefits accrued before the effective date of this Article XVII and benefits accrued before the Plan became &quot;Top-Heavy.&quot;  Any vesting schedule change caused by alterations in the Plan's &quot;Top-Heavy&quot; status shall be deemed to result from a Plan amendment giving rise to the right of election required by Code section 411(a)(10)(B).</P>
<P>The provisions of Sections 17.2.1 and 17.2.3 shall not apply to any employee included in a unit of employees covered by a collective bargaining agreement if, within the meaning of section 416(i)(4) of the Code, retirement benefits were the subject of good faith bargaining.</P>
<P>IN WITNESS WHEREOF, ARROW ELECTRONICS, INC. has caused this instrument to be executed by its duly authorized officer, and its corporate seal to be hereunto affixed, this    day of February, 2002 pursuant to authorization and direction of the Compensation Committee of its Board of Directors at a meeting on October 9, 2001.</P>
<P>ATTEST:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ARROW
  ELECTRONICS, INC.</P>
<P><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></P>
<p>Secretary&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Executive
  Vice President </p>
<p><a href="#top">back to top</a></p>
<P ALIGN="CENTER">SUPPLEMENT NO. 1</P>
<P>In connection with the acquisition by the Company of the electronics distribution businesses of Ducommun Incorporated (the &quot;Ducommun Acquisition&quot;), the Plan is amended in the following respects:</P><blockquote>
<blockquote>
<blockquote>
<blockquote>

        <P>S1.1 In the case of any individual who became an Employee on or about January
          11, 1988 in connection with the Ducommun Acquisition, and who remained
          an Employee continuously from that time through December 31, 1989, the
          term &quot;Year of Service&quot; shall include, effective on and after
          January 1, 1990, any Year (i)&nbsp;during which such Employee was employed
          by Ducommun and (ii)&nbsp;which would have been a Year of Employment
          had such Employee been employed instead by an Employer.</P>
        <P><a href="#top">back to top</a></P>
      </blockquote>
</blockquote>
</blockquote>
</blockquote>

<P ALIGN="CENTER">SUPPLEMENT NO. 2</P>
<P>In connection with the acquisition by the Company of all of the issued and outstanding shares of common stock of Lex Electronics Inc. (&quot;Lex&quot;), the Plan is amended as follows, effective September 27, 1991:</P><blockquote>
<blockquote>
<blockquote>
<blockquote>

        <P>S2.1 Solely for purposes of Section 2.1 of the Plan, an individual who became
          an employee of an Employer or Affiliate on or about September 27, 1991
          in connection with the acquisition by the Company of all of the issued
          and outstanding shares of common stock of Lex shall be credited with
          Hours of Service for his service with Lex or its subsidiary Almac Electronics
          Corporation, such service to be converted to Hours of Service on the
          basis that one month equals 190 Hours of Service, one week equals 45
          Hours of Service and one day equals 10 Hours of Service.</P>
        <P><a href="#top">back to top</a></P>
      </blockquote>
</blockquote>
</blockquote>
</blockquote>

<P ALIGN="CENTER">SUPPLEMENT NO. 3</P>
<P>In connection with the acquisition by the Company of certain assets of Zeus Components, Inc. (the &quot;Zeus Acquisition&quot;), the Plan is amended in the following respects:</P><blockquote>
<blockquote>
<blockquote>
<blockquote>

<P>S3.1  In the case of an individual who becomes employed by an Employer or Affiliate on or about May 19, 1993 in connection with the Zeus Acquisition (a &quot;Zeus Transferee&quot;), service with Zeus Components, Inc. shall be treated for purposes of Section 2.1 as though it were service with an Employer or Affiliate.  For this purpose, any service measured in terms of elapsed time shall be converted to Hours of Service on the basis that one month equals 190 Hours, one week equals 45 Hours and one day equals 10 Hours.</P>
        <P>S.3.2 In the case of a Zeus Transferee who continues to be employed by an Employer
          or Affiliate through December 31, 1994, service with Zeus Components,
          Inc. shall be treated, on and after January 1, 1995, as service with
          an Employer or Affiliate for purposes of determining such Zeus Transferee's
          Years of Service under the Plan. For this purpose, any service measured
          in terms of elapsed time shall be converted to Hours of Service on the
          basis that one month equals 190 Hours, one week equals 45 Hours and
          one day equals 10 Hours.</P>
        <P><a href="#top">back to top</a></P>
      </blockquote>
</blockquote>
</blockquote>
</blockquote>

<P ALIGN="CENTER">SUPPLEMENT NO. 4</P>
<P>In connection with the acquisition by Arrow Electronics, Inc. of all of the issued and outstanding shares of common stock of Gates/FA Distributing, Inc. (the &quot;Gates Acquisition&quot;), the Plan is amended as follows:</P><blockquote>
<blockquote>
<blockquote>
<blockquote>

        <P>S4.1 In the case of an individual who becomes an employee of an Employer or
          Affiliate on or about September 23, 1994 in connection with the Gates
          Acquisition, service with Gates/FA Distributing, Inc. shall be treated,
          for purposes of Section 2.1 and for purposes of determining such individual's
          Years of Service under the Plan, as though it were service with an Employer
          or Affiliate. For this purpose, any service measured in terms of elapsed
          time shall be converted to Hours of Service on the basis that one month
          equals 190 Hours of Service, one week equals 45 Hours of Service and
          one day equals 10 hours of Service. An individual described in this
          Section S4.1 shall become a Member on the first Entry Date on or after
          January 1, 1995 on which he has satisfied the requirements of Section
          2.1.</P>
        <P><a href="#top">back to top</a></P>
      </blockquote>
</blockquote>
</blockquote>
</blockquote>

<P ALIGN="CENTER">SUPPLEMENT NO. 5</P>
<P>In connection with the acquisition by Arrow Electronics, Inc. of all of the issued and outstanding shares of common stock of Anthem Electronics, Inc. (the &quot;Anthem Acquisition&quot;), the Plan is amended as follows:</P><blockquote>
<blockquote>
<blockquote>
<blockquote>

        <P>S5.1 In the case of an individual who becomes an employee of an Employer or
          Affiliate on or about November 20, 1994 in connection with the Anthem
          Acquisition, service with Anthem Electronics, Inc. shall be treated,
          for purposes of Section 2.1 and for purposes of determining such individual's
          Years of Service under the Plan, as though it were service with an Employer
          or Affiliate. For this purpose, any service measured in terms of elapsed
          time shall be converted to Hours of Service on the basis that one month
          equals 190 Hours of Service, one week equals 45 Hours of Service and
          one day equals 10 hours of Service. An individual described in this
          Section S5.1 shall become a Member on the first Entry Date on or after
          January 1, 1995 on which he has satisfied the requirements of Section
          2.1.</P>
        <P><a href="#top">back to top</a></P>
      </blockquote>
</blockquote>
</blockquote>
</blockquote>

<P ALIGN="CENTER">SUPPLEMENT NO. 6</P>
<P ALIGN="CENTER">TO THE</P>
<P ALIGN="CENTER">ARROW ELECTRONICS STOCK OWNERSHIP PLAN</P>
<P ALIGN="CENTER">Special Provisions Applicable</P>
<U><P ALIGN="CENTER">to Employees of Capstone Electronics Corp.</P>
</U><P>Effective as of January 1, 1997 Capstone Electronics Corp. adopted this Plan with the approval of the Company.  This Supplement No. 6 provides for such adoption and sets forth special provisions of the Plan that apply to certain individuals who were employed by Capstone prior to January 1, 1997.</P>
<P>S6.1  <U>Special Definitions</U>.  For purposes of this Supplement 6:</P><blockquote>
<blockquote>

<P>S6.1.1  &quot;<U>Capstone</U>&quot; means Capstone Electronics Corp., a Delaware corporation.</P>
<P>S6.1.2  &quot;<U>Capstone Account</U>&quot; means the account maintained under the Capstone Plan for each Capstone Member immediately prior to December 31, 1996.</P>
<P>S6.1.3  &quot;<U>Capstone Member</U>&quot; means a member of the Capstone Plan who had an undistributed Capstone Account immediately prior to December 31, 1996 or who was eligible under section 4.2 of the Capstone Plan to share in the Capstone Plan contribution (if any) made with respect to the 1996 Year.</P>
<P>S6.1.4  &quot;<U>Capstone Plan</U>&quot; means the Capstone Electronics Profit- Sharing Plan, as in effect prior to December 31, 1996.</P></blockquote>
</blockquote>

<P>S6.2  <U>Membership in Plan Effective January 1, 1997</U>.  Capstone shall be an Employer under the Plan effective on and after January 1, 1997, which shall be the first Entry Date under the Plan applicable to Employees of Capstone.  Employees then employed by Capstone shall become Members on such Entry Date if they were members of the Capstone Plan on December 31, 1996, or if they otherwise satisfy the requirements of Article II to become a Member of the Plan on January 1, 1997.</P>
<P>S6.3 <U>Credit Under the Plan for Years of Service with Capstone</U>. A Capstone
  Member's Years of Service under the Plan shall be the service credited to such
  Member for vesting purposes under the Capstone Plan as of December 31, 1996
  plus any additional service credited under the rules of this Plan for periods
  before or after January 1, 1997 but without duplication.</P>
<P><a href="#top">back to top</a></P>
<P ALIGN="CENTER">SUPPLEMENT NO. 7</P>
<P ALIGN="CENTER">TO</P>
<P ALIGN="CENTER">ARROW ELECTRONICS STOCK OWNERSHIP PLAN</P>
<P ALIGN="CENTER">Special Provisions Applicable to </P>
<U><P ALIGN="CENTER">Former Employees of Farnell Electronic Services</P>
</U>
<P>In connection with the acquisition by the Company, effective January 31, 1997, of all the issued and outstanding shares of common stock of Farnell Holding, Inc., which wholly owns Farnell Electronics, Inc., of which Farnell Electronic Services (&quot;Farnell&quot;) is a division, the Plan is amended in the following respects:&#9;</P>
<P>S7.1 <U>Credit Under the Plan for Service with Farnell</U>. In the case of
  a Farnell employee who transferred to the employ of the Company on or about
  January 31, 1997 in connection with the above-described acquisition of Farnell,
  eligibility to participate, Hours of Service and Years of Service under the
  Plan shall be determined by taking into account employment his most recent period
  of employment with Farnell immediately prior to January 31, 1997 as if Farnell
  had been an Affiliate for such period. The Administrator may use and rely upon
  records maintained by Farnell to compute Hours of Service in order to determine
  the Years of Service to be credited to such former employee and his eligibility
  to participate in accordance with Section 2.1 based on his employment with Farnell.
</P>
<P><a href="#top">back to top</a></P>
<P ALIGN="CENTER">SUPPLEMENT NO. 8</P>
<P ALIGN="CENTER">TO</P>
<P ALIGN="CENTER">ARROW ELECTRONICS STOCK OWNERSHIP PLAN</P>
<P ALIGN="CENTER">Special Provisions Applicable</P>
<U><P ALIGN="CENTER">to Employees of Consan, Incorporated<BR>
</P>
</U><P>Effective as of February 4, 1997 Consan, Incorporated (&quot;Consan&quot;) adopted this Plan with the approval of the Company.  This Supplement No. 8 provides for such adoption and sets forth special provisions of the Plan that apply to certain individuals who were employed by Consan prior to February 4, 1997.</P>
<P>S8.1  <U>Membership in Plan Effective February 4, 1997</U>.  Consan shall be an Employer under the Plan effective on and after February 4, 1997.  Employees then employed by Consan (&quot;Consan Employees&quot;) shall become Members of the Plan in accordance with Section 2.1.</P>
<P>S8.2 <U>Credit Under the Plan for Service with Consan.</U> Eligibility to participate,
  Hours of Service and Years of Service under the Plan shall be determined by
  taking into account a Consan Employee's most recent period of employment with
  Consan immediately prior to February 4, 1997 as if Consan had been an Affiliate
  for such period. The Administrator may use and rely upon records maintained
  by Consan to compute Hours of Service in order to determine Years of Service
  to be credited to such employee and his eligibility to participate in accordance
  with Section 2.1 based on his employment with Consan.</P>
<P><a href="#top">back to top</a></P>
<P ALIGN="CENTER">SUPPLEMENT NO. 9</P>
<P ALIGN="CENTER">TO</P>
<P ALIGN="CENTER">ARROW ELECTRONICS STOCK OWNERSHIP PLAN</P>
<P ALIGN="CENTER">Special Provisions Applicable to </P>
<U><P ALIGN="CENTER">Former Employees of Richey Electronics, Inc</P>
</U>
<P>In connection with the acquisition by the Company of all the issued and outstanding shares of common stock of Richey Electronics, Inc. (&quot;Richey&quot;), effective January 8, 1999, the Plan is amended in the following respects:</P>
<P>S9.1 <U>Credit Under the Plan for Service with Richey</U>. In the case of a
  Richey employee who transferred to the employ of the Company on or about January
  8, 1999 in connection with the above-described acquisition of Richey, eligibility
  to participate, Hours of Service and Years of Service under the Plan shall be
  determined by taking into account his most recent period of employment with
  Richey immediately prior to January 8, 1999 as if Richey had been an Affiliate
  for such period. The Administrator may use and rely upon records maintained
  by Richey to compute Hours of Service in order to determine the Years of Service
  to be credited to such former employee and his eligibility to participate in
  accordance with Section 2.1 based on his employment with Richey. </P>
<P><a href="#top">back to top</a></P>
<P ALIGN="CENTER">SUPPLEMENT NO. 10</P>
<P ALIGN="CENTER">TO</P>
<P ALIGN="CENTER">ARROW ELECTRONICS STOCK OWNERSHIP PLAN</P>
<P ALIGN="CENTER">Special Provisions Applicable</P>
<U><P ALIGN="CENTER">to Employees of Scientific &amp; Business Minicomputers, Inc.<BR>
</P>
</U><P>Effective as of May 1, 1998 Scientific &amp; Business Minicomputers, Inc. (&quot;SBM&quot;) adopted this Plan with the approval of the Company.  This Supplement No. 10 provides for such adoption and sets forth special provisions of the Plan that apply to certain individuals who were employed by SBM prior to May 1, 1998.</P>
<P>S10.1  <U>Membership in Plan Effective May 1, 1998</U>.  SBM shall be an Employer under the Plan effective on and after May 1, 1998.  Employees then employed by SBM (&quot;SBM Employees&quot;) shall become Members of the Plan in accordance with Section 2.1.</P>
<P>S.10.2 <U>Credit Under the Plan for Service with SBM.</U> Eligibility to participate,
  Hours of Service and Years of Service under the Plan shall be determined by
  taking into account an SBM Employee's most recent period of employment with
  SBM immediately prior to January 1, 1999 as if SBM had been an Affiliate for
  such period. The Administrator may use and rely upon records maintained by SBM
  to compute Hours of Service in order to determine Years of Service to be credited
  to such employee and his eligibility to participate in accordance with Section
  2.1 based on his employment with SBM.</P>
<P><a href="#top">back to top</a></P>
<P ALIGN="CENTER">SUPPLEMENT NO. 11</P>
<P ALIGN="CENTER">TO</P>
<P ALIGN="CENTER">ARROW ELECTRONICS STOCK OWNERSHIP PLAN</P>
<P ALIGN="CENTER">Special Provisions Applicable</P>
<U><P ALIGN="CENTER">to Employees of Support Net, Inc.<BR>
</P>
</U><P>Effective as of January 1, 1999 Support Net, Inc. (&quot;Support Net&quot;) adopted this Plan with the approval of the Company.  This Supplement No. 11 provides for such adoption and sets forth special provisions of the Plan that apply to certain individuals who were employed by Support Net prior to January 1, 1999.</P>
<P>S.11.1  <U>Membership in Plan Effective January 1, 1999</U>.  Support Net shall be an Employer under the Plan effective on and after January 1, 1999, which shall be the first Entry Date under the Plan applicable to Employees of Support Net.  Employees then employed by Support Net (&quot;Support Net Employees&quot;) shall become Members of the Plan in accordance with Section 2.1.</P>
<P>S.11.2 <U>Credit Under the Plan for Service with Support Net.</U> Eligibility
  to participate, Hours of Service and Years of Service under the Plan shall be
  determined by taking into account a Support Net Employee's most recent period
  of employment with Support Net immediately prior to January 1, 1999 as if Support
  Net had been an Affiliate for such period. The Administrator may use and rely
  upon records maintained by Support Net to compute Hours of Service in order
  to determine Years of Service to be credited to such employee and his eligibility
  to participate in accordance with Section 2.1 based on his employment with Support
  Net.</P>
<P><a href="#top">back to top</a></P>
<P ALIGN="CENTER">SUPPLEMENT NO. 12</P>
<P ALIGN="CENTER">TO</P>
<P ALIGN="CENTER">ARROW ELECTRONICS STOCK OWNERSHIP PLAN</P>
<P ALIGN="CENTER">Special Provisions Applicable to </P>
<U><P ALIGN="CENTER">Former Employees of Wyle Electronics, Inc</P>
</U>
<P>In connection with the acquisition by the Company of all the issued and outstanding shares of common stock of Wyle Electronics, Inc. (&quot;Wyle&quot;), effective October 16, 2000, and the subsequent transfer of employees of Wyle to the employ of the Company effective January 1, 2001, the Plan is amended in the following respects:</P>
<P>S.12.1 <U>Credit Under the Plan for Service with Wyle</U>. In the case of a
  Wyle employee who became an employee of the Company in connection with the above-described
  acquisition of Wyle, eligibility to participate, Hours of Service and Years
  of Service under the Plan shall be determined by taking into account his most
  recent period of employment with Wyle immediately prior to his transfer to employment
  with the Company as if Wyle had been an Affiliate for such period. The Administrator
  may use and rely upon records maintained by Wyle to compute Hours of Service
  in order to determine the Years of Service to be credited to such former employee
  and his eligibility to participate in accordance with Section 2.1 based on his
  employment with Wyle. </P>
<P><a href="#top">back to top</a></P>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
