Annual Retainers. Each Non-Employee Director shall receive an annual retainer of $35,000 for service on the Board.

Annual retainers are paid in the following amounts to Non-Employee Directors:

For service as Lead Independent Director: an annual cash retainer of $50,000 (in addition to any annual cash retainers otherwise paid).

Cash Retainers. Each Nonemployee Director is eligible to receive cash retainers at the applicable rates set forth in the following table for each full year of service as # a chairperson and/or member of the Board and # a chairperson of a committee of the Board (“Committee”):

For service as Chair of the audit committee: an annual cash retainer of $15,000 (in addition to any annual cash retainers otherwise paid).

Additional Annual Cash Retainers for Service as Non-Executive Chair, Committee Chair and Committee Member

Each Outside Director will be paid additional annual cash retainers for applicable service as follows:

Annual Cash Retainers for Service as Outside Director. Each Outside Director will be paid a cash retainer of $40,000 per year. There are no per‑meeting attendance fees for attending Board meetings or meetings of any committee of the Board.

Payment of Retainers. For the avoidance of doubt, the Annual Retainers in the table above are additive and a Non-Employee Director shall be eligible to earn an Annual Retainer for each position in which he or she serves. The Annual Retainers shall be earned on a quarterly basis based on a calendar quarter and, except as otherwise provided in Section I(B), shall be paid in cash by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable position, for an entire calendar quarter, the Annual Retainer paid to such Non-Employee Director pursuant to this Section I(A) shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable.

Non-Employee Director Deferrals. This Section 13.2 governs Non-Employee Director deferrals of annual retainers earned and vested as of December 31, 2004. In order to comply with Section 409A of the Code, annual retainers for 2005 and later shall be subject to deferral only in accordance with the Arrow Electronics, Inc. Non-Employee Directors Deferred Stock Unit Plan or Arrow Electronics, Inc. Non-Employee Directors Deferred Compensation Plan (which also permits elective deferrals of Board and Board committee meeting fees).