þ	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

	o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

Michael J. Long
Chairman of the Board

March 23, 2011

Dear Shareholder:

You are invited to Arrow’s Annual Meeting of Shareholders, on Monday, May 2, 2011, at The Brown Palace Hotel, 321 17^th Street, Denver, Colorado at 10:00 a.m. Mountain Standard Time. The formal notice of the meeting and the Proxy Statement soliciting your vote at the meeting appear on the following pages.

At the meeting, we will ask you to (i) elect the Board of Directors; (ii) ratify the selection of the independent registered public accounting firm; (iii) hold an advisory vote on executive compensation; and (iv) hold an advisory vote to determine how often the company shareholders will provide an advisory vote on executive compensation. These matters are discussed more fully in the Proxy Statement.

Arrow’s Board of Directors believes that it is in the best interest of the company that you approve proposals (i) through (iii), and select “three years” for proposal (iv), each as described above. Your vote is important, regardless of the number of shares you own, and the Board of Directors urges you to read the Proxy Statement carefully before you vote.

Under the rules adopted by the United States Securities and Exchange Commission, we are now furnishing proxy materials to our shareholders online rather than mailing printed copies of those materials to each shareholder. Accordingly, you will not receive a printed copy of the proxy materials unless you request one. The Notice of Internet Availability includes instructions on how to access and review the materials, and how to access your proxy card and vote online. If you would like to receive a printed copy of our proxy materials please follow the instructions included in such Notice.

Please make sure you vote, whether or not you plan to attend the meeting. You can cast your vote at the meeting, online by following the instructions on either the proxy card or the Notice of Internet Availability, by mailing your proxy card in the postage-paid return envelope, or by telephone.

ARROW ELECTRONICS, INC.

50 Marcus Drive
Melville, New York 11747

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TIME AND DATE

10:00 a.m. Mountain Standard Time on Monday, May 2, 2011

PLACE

The Brown Palace Hotel
321 17^th Street
Denver, Colorado 80202

ITEMS OF BUSINESS

     The Annual Meeting will be held:

	1.		To elect directors of Arrow for the ensuing year.
	2.		To act upon a proposal to ratify the appointment of Ernst & Young LLP as Arrow’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
	3.		To hold an advisory vote on executive compensation.
	4.		To hold an advisory vote to determine how often the company shareholders will provide an advisory vote on executive compensation.

RECORD DATE

     Only shareholders of record at the close of business on March 9, 2011 are entitled to notice of and to vote at the meeting or any postponements or adjournments thereof.

PROXY MATERIALS AND ANNUAL REPORT

     If you wish to receive a printed copy of the proxy materials and our Annual Report you must request a copy. The Notice of Internet Availability has instructions for access to and review of our proxy materials online, as well as instructions for online voting.

     Arrow’s 2010 Annual Report (which is not a part of the proxy soliciting material) and this Proxy Statement were made available through www.proxyvote.com on or about March 23, 2011, and are also available at the Company’s website at www.arrow.com/annualreport2010.

PROXY VOTING

     Shareholders can vote by attending the meeting, by completing and returning the proxy card, online, or by telephone. The Notice of Internet Availability and the proxy card itself have detailed instructions for voting.

     Shareholders may revoke a proxy (change or withdraw the vote) at any time prior to its exercise at the meeting by following the instructions in the Proxy Statement.

By Order of the Board of Directors

Peter S. Brown

Secretary

ARROW ELECTRONICS, INC.

ANNUAL MEETING OF SHAREHOLDERS

To be Held May 2, 2011

TABLE OF CONTENTS

Proxy Statement			1
The Purpose of this Statement			1
Invitation to the Annual Meeting			1
Voting Instructions			1
Shareholders Entitled to Vote			2
Revocation of Proxies			2
Cost of Proxy Solicitation			2
Certain Shareholders			2
Holders of More than 5% of Common Stock			2
Shareholding of Executive Officers and Directors			3
Proposal 1: Election of Directors			4
The Board and Its Committees			9
Lead Director			9
Chief Executive Officer and Chairman Positions			9
Committees			10
Enterprise Risk Management			11
Compensation Risk Analysis			12
Independence			13
Compensation Committee Interlocks and Insider Participation			13
Meetings and Attendance			14
Director Compensation			14
Stock Ownership by Directors			17
Audit Committee Report			17
Principal Accounting Firm Fees			18
Proposal 2: Ratification of Appointment of Auditors			19
Proposal 3: Advisory Vote on Executive Compensation			19
Proposal 4: Advisory Vote on the Frequency of Shareholder Votes on Executive Compensation			20
Report of the Compensation Committee			20
Compensation Discussion and Analysis			21
Overview			21
Executive Compensation Objectives			21
Total Compensation Process			21

Competitive Benchmarking and Use of Consultants			22
Elements of Total Compensation			23
Base Salary			23
Performance-Based Compensation			24
Annual Incentives			25
Long-Term Incentives			26
Retirement Programs and Other Benefits			29
Qualified Plans			29
Supplemental Executive Retirement Plan			30
Management Life Insurance Plan			30
Employment and Change of Control Agreements			30
Stock Ownership Requirements			31
Tax and Accounting Considerations			31
Compensation of the Named Executive Officers			32
Summary Compensation Table			32
All Other Compensation — Detail			34
Grants of Plan-Based Awards			34
Outstanding Equity Awards at Fiscal Year-End			36
Options Exercised and Stock Vested in Last Fiscal Year			38
SERP			39
Deferred Compensation Plans			40
Agreements and Potential Payments Upon Termination or Change of Control			41
Employment Agreements			41
Change of Control Agreements			42
Impact of Internal Revenue Code Section 409A			43
Potential Payouts Upon Termination			43
Narrative Explanation of the Calculation of Amounts			45
Stock Option, Restricted Share and Performance Share Award Agreements			46
Related Persons Transactions			46
Section 16(a) Beneficial Ownership Reporting Compliance			47
Availability of More Information			48
Multiple Stockholders with the Same Address			48
Submission of Shareholder Proposals			48

ARROW ELECTRONICS, INC.

50 Marcus Drive
Melville, New York 11747

PROXY STATEMENT

in connection with the
2011 Annual Meeting of Shareholders

The Purpose of this Statement

     The Board of Directors of Arrow Electronics, Inc., a New York corporation (“Arrow” or the “Company”), is furnishing this Proxy Statement to all shareholders of record to solicit proxies to be voted at the 2011 Annual Meeting of Shareholders. By returning the completed proxy card, or voting over the telephone or internet, you are giving instructions on how your shares are to be voted at the Annual Meeting. The Proxy Statement was made available through www.proxyvote.com on or about March 23, 2011.

Invitation to the Annual Meeting

     Shareholders of record are invited to attend the 2011 Annual Meeting of Shareholders on Monday, May 2, 2011, beginning at 10:00 a.m. Mountain Standard Time. The meeting will be held at The Brown Palace Hotel, 321 17^th Street, Denver, Colorado 80202.

Voting Instructions

     Please vote your shares by telephone or through the internet, or complete, sign, and date your proxy card, and return it promptly in the postage-paid return envelope provided. Whether or not you plan to attend the meeting, your prompt response will assure a quorum and reduce solicitation expense.

     If shares are held in “street name” (that is, in the name of a bank, broker or other holder of record), such holder should receive instructions from the record shareholder that must be followed in order for such shares to be voted (including at the meeting). Internet and/or telephone voting also will be offered to shareholders owning shares through most banks and brokers.

Shareholders Entitled to Vote

     Only shareholders of record of Arrow’s common stock at the close of business on March 9, 2011 (the “record date”) are entitled to notice of and to vote at the meeting or any postponements or adjournments thereof. As of the record date, there were 116,060,518 shares of Arrow common stock outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the meeting. The presence in person or by proxy of a majority of the shares entitled to vote at the meeting shall constitute a quorum.

Revocation of Proxies

     The person giving the proxy may revoke it at any time prior to the time it is voted at the meeting by giving written notice to Arrow’s Secretary. If the proxy was given by telephone or through the internet, it may be revoked in the same manner. You may also revoke your proxy by attending the Annual Meeting and voting in person.

Cost of Proxy Solicitation

     Arrow pays the cost of soliciting proxies. Arrow has retained D.F. King & Co., Inc. to assist in soliciting proxies at an anticipated cost of approximately $10,500 plus expenses. Arrow will supply soliciting materials to the brokers and other nominees holding Arrow common stock in a timely manner so that the brokers and other nominees may send the material to each beneficial owner and Arrow will reimburse the brokers and other nominees for their expenses in so doing. In addition to this solicitation by mail, employees of the Company may solicit proxies in person or by telephone.

CERTAIN SHAREHOLDERS

Holders of More than 5% of Common Stock

     The following Table sets forth certain information with respect to the only shareholders known to the Company to own beneficially more than 5% of the outstanding common stock of Arrow as of March 9, 2011.

Name and Address		Number of Shares				Percent of
of Beneficial Owner		Beneficially Owned				Class
Wellington Management Company, LLP (1) 280 Congress Street Boston, Massachusetts 02210			12,673,286				10.9	%
Artisan Partners Holdings LP (2) 875 East Wisconsin Avenue Milwaukee, Wisconsin 53202			9,159,683				7.9	%
BlackRock Inc. (3) 40 East 52nd Street New York, NY 10022			6,764,540				5.8	%

Shareholding of Executive Officers and Directors

     As of March 9, 2011, all of the executive officers and directors of Arrow as a group were the beneficial owners of 2,912,336 shares of the Company’s common stock, which is 2.5% of the total shares of common stock outstanding. This amount includes 1,706,526 shares, 1.5% of the Company’s outstanding common stock, held by the Arrow Electronics Stock Ownership Plan (the “ESOP”) of which Paul J. Reilly, Executive Vice President, Finance and Operations, and Chief Financial Officer of Arrow, and Peter S. Brown, Senior Vice President, General Counsel and Secretary of Arrow, are the trustees. As trustees, they have shared power to vote the shares held by the ESOP, and for that reason are deemed to be beneficial owners of them under SEC regulations. The ESOP total also includes shares allocated to the individual accounts of each of the trustees.

     As of March 9, 2011, the “Named Executive Officers” (the Chief Executive Officer, the Chief Financial Officer, and each of the other three most highly compensated executive officers of the Company other than the Chief Executive Officer and the Chief Financial Officer) and directors had beneficial ownership of the Company’s common stock as follows:

Shares of Common Stock Beneficially Owned

		Currently				Common				Acquirable				% of Outstanding
		Owned (1)				Stock Units (2)				w/in 60 Days				Common Stock
Michael J. Long			345,593				—				—				*
Paul J. Reilly (3)			1,964,758				—				—				1.7	%
Peter S. Brown (3)			1,806,259				—				—				1.6	%
Peter T. Kong			151,932				—				—				*
Andrew S. Bryant			63,159				—				—				*
Daniel W. Duval			32,200				29,775				—				*
Philip K. Asherman			—				2,489				—				*
Gail E. Hamilton			—				9,873				—				*
John N. Hanson			12,500				27,395				—				*
Richard S. Hill			—				15,731				—				*
M.F. (Fran) Keeth			—				18,769				—				*
Andrew C. Kerin			—				2,284				—				*
Roger King			7,000				27,688				—				*
Stephen C. Patrick			15,000				26,492				—				*
Barry W. Perry			8,000				30,594				—				*
John C. Waddell			8,035				16,429				—				*
Total Executive Officers’ and Director’s Beneficial Ownership (3)			2,704,817				207,519				—				2.5	%

PROPOSAL 1: ELECTION OF DIRECTORS

     Each nominee for election as a member of the Board of Directors of Arrow (the “Board”) is to be elected to hold office until the next Annual Meeting of Shareholders.

     On February 25, 2011, Roger King informed the Board of Directors that he does not intend to stand for re-election upon the expiration of his term at the 2011 Annual Meeting of Shareholders in order to devote more time to his other interests and to reduce the frequent travel from his home in Hong Kong to the United States. Dr. King will continue to serve as a director of the Company until the expiration of his term at the 2011 Annual Meeting of Shareholders. The Board will not fill the vacancy left by Dr. King’s departure at the 2011 Annual Meeting of Shareholders and, by resolution, has fixed the number of directors at eleven effective

May 2, 2011, the date of the 2011 Annual Meeting of Shareholders. The Chairman, together with his colleagues on the Board, for themselves and on behalf of Arrow, gratefully acknowledge Dr. King’s many years of service and his many valuable contributions to the Company.

     All of the nominees are currently directors of the Company and were elected at the Company’s last Annual Meeting, except for Philip K. Asherman and Andrew S. Kerin, who were appointed to the Board in December 2010.

The Board recommends a vote “FOR” all of the nominees named below.

     The eleven nominees receiving a plurality of votes cast at the meeting will be elected directors. Consequently, any shares not voted (whether due to abstention or broker non-votes) will have no effect on the election of directors.

     An uncontested election of directors is no longer considered a “routine” item under the New York Stock Exchange rules. As a result, if a shareholder holds shares in “street name” through a broker or other nominee, the broker or nominee is not permitted to exercise voting discretion with respect to this proposal. For this reason, if a shareholder does not give his or her broker or nominee specific instructions, the shareholder’s shares will not be voted on this proposal.

     The Board does not contemplate that any of the nominees named below will be unable or unwilling to serve as a director. If any nominee should refuse or be unable to serve, an event which is not anticipated, the proxy will be voted for such person as shall be designated by the Board to replace such nominee, or in lieu thereof, the Board may reduce the number of directors.

     In accordance with Arrow’s corporate governance guidelines, members of the Board should have the education, business experience, and insight necessary to understand Arrow’s business. Further, members of the Board should be able to evaluate and oversee its direction and performance for Arrow’s continued success. The directors should also possess such functional skills, corporate leadership, and international experience as to contribute to the development and expansion of the Board’s knowledge and capabilities. Moreover, the directors should have the willingness and ability to objectively and constructively appraise the performance of executive management and, when necessary, recommend appropriate changes. Neither the Board nor the Corporate Governance Committee has a formal policy regarding diversity. However, the Board believes that its membership should reflect diversity in its broadest sense, and, consistent with that philosophy, the Board does consider a candidate’s experience, education, geographic location, and difference of viewpoint when evaluating his or her qualifications for election to the Board. Whenever the Corporate Governance Committee evaluates a potential candidate, it considers that individual in the context of the composition of the Board as a whole. Based on the nominees’ experience (including international experience), attributes and skills, which exemplify the sought after characteristics set forth above, the Board has concluded that each nominee possesses the appropriate qualifications to serve as a director of Arrow. All of the following nominees are currently directors of Arrow and, except for Messrs. Asherman and Kerin, were elected at Arrow’s last Annual Meeting.

Daniel W. Duval, 74, director since 1987

Mr. Duval has been the Lead Director of Arrow since May 2006. He was Chairman of the Board from June 2002 to May 2006. He also served as Arrow’s interim Chief Executive Officer from September 15, 2002 to February 2, 2003 while the company performed a search to find a permanent Chief Executive Officer. He served as interim President and Chief Executive Officer

of Robbins & Myers, Inc., a manufacturer of fluids management systems, from December 2003 through July 2004.

Mr. Duval does not currently serve on any other boards. However, within the past five years, he has served as a director of Robbins & Myers, Inc., The Manitowoc Company, Inc., Miller-Valentine Group, and Gosiger, Inc. As a result of Mr. Duval’s previous experience as Chief Executive Officer at Robbins & Myers, Inc., he is experienced in overseeing and directing public companies.

Philip K. Asherman, 60, director since December 2010

Mr. Asherman has been President and Chief Executive Officer of Chicago Bridge & Iron Company (“CB&I”) since 2006. He served as an Executive Vice President and Chief Marketing Officer of CB&I from 2001 to 2006 and Managing Director of Chicago Bridge & Iron Company N.V. (“CB&I N.V.”) from 2002 to 2006. Prior thereto, Mr. Asherman served as the Senior Vice President of Fluor Global Services and also other executive positions with Fluor Daniel, Inc. and its operating subsidiaries. He has more than 30 years of experience in the engineering and construction industry in a variety of project, operations management, and sales and marketing roles. Mr. Asherman has handled assignments in Asia Pacific, Europe, and South America. He serves as a director of CB&I, CB&I N.V., and the Fletcher School at Tufts University. Mr. Asherman has been chosen to serve as a director of the Company because of his service as CEO of a multi-national public company, knowledge of international business, and human relations skills.

Gail E. Hamilton, 61, director since 2008

Ms. Hamilton was Executive Vice President of Symantec Corporation, an infrastructure software and services provider, from March 2000 to January 2005. Previously, she served as the General Manager of the Communications Division of Compaq Computer Corporation and as the General Manager of the Telecom Platform Division for Hewlett-Packard Company. She is currently a director of OpenText Corp., Ixia, and Westmoreland Coal Company. In the last five years, Ms. Hamilton has also served as a director of Washington Group International and Surgient, Inc.

Ms. Hamilton has been responsible for designing, manufacturing, and selling electronic systems for over 20 years. While at Symantec, Ms. Hamilton oversaw the operations of the enterprise and consumer business. In that role, she was responsible for budgeting and helped steer the company through an aggressive acquisition strategy. We believe Ms. Hamilton’s experience at Symantec, a leading software company, makes her particularly valuable in providing guidance to our Enterprise Computing Solutions business with regard to its direction and strategy.

John N. Hanson, 69, director since 1997

Mr. Hanson has been the Non-Executive Chairman of the Board of Joy Global Inc., a manufacturer of mining equipment for both underground and surface applications, since February 2007. He was Chairman, Chief Executive Officer, and President of Joy Global Inc. (formerly known as Harnischfeger Industries, Inc.) for more than five years prior thereto. He is Chairman of the American Coal Foundation.

Within the past five years, Mr. Hanson also served as a director of the Milwaukee Symphony Orchestra and the Boys & Girls Clubs of Milwaukee. Immediately upon his appointment in 1999 as Chief Executive Officer of Harnischfeger Industries, Inc., Mr. Hanson provided the required guidance and leadership to bring it through its Chapter 11 bankruptcy reorganization. In so

doing, the company became a more efficient, profitable organization. During this process, Mr. Hanson was responsible for leading that company’s direction by developing and implementing a long-term strategy and assessing risks and opportunities. Mr. Hanson has run multiple businesses throughout his career, several of which used distribution as their principle sources of products and services. He has served as a director of seven different companies over his career. The Board believes that these skills make Mr. Hanson a valuable member of the Board.

Richard S. Hill, 59, director since 2006

Mr. Hill has been Chief Executive Officer and Chairman of the Board of Novellus Systems, Inc., a maker of devices used in the manufacture of advanced integrated circuits, for more than five years. He is currently a director of LSI Corporation and SemiLEDs Corporation, and Chairman of the University of Illinois Foundation. Also, within the past five years, Mr. Hill served as a director of Agere Systems, Inc.

Mr. Hill has had a broad base of experience as the Chief Executive Officer of Novellus. In that role, Mr. Hill sets the strategy by evaluating market risks to determine the ultimate direction of that company. Novellus is in the business of developing, manufacturing, and selling equipment used in the fabrication of integrated circuits. As a result, Mr. Hill has a thorough understanding of the semiconductor market in which Arrow operates.

M.F. (Fran) Keeth, 64, director since 2004

Mrs. Keeth was Executive Vice President of Royal Dutch Shell, plc, and Chief Executive Officer and President of Shell Chemicals Limited, a services company responsible for Royal Dutch Shell’s global petrochemical businesses, from January 2005 to December 2006. She served as Executive Vice President of Customer Fulfillment and Product Business Units for Shell Chemicals Limited from July 2001 to January 2005 and was President and Chief Executive Officer of Shell Chemical LP, a U.S. petrochemical member of the Royal Dutch/ShellGroup, from July 2001 to July 2006. Mrs. Keeth also serves as a director of Verizon Communications Inc. and Peabody Energy Corporation.

Mrs. Keeth rose to the level of Chief Executive Officer and President of Shell Chemicals Limited. Her knowledge and expertise helped guide the direction, culture, and operational excellence of Shell. Further, during her career, Mrs. Keeth has held a number of senior accounting positions, including Principal Accounting Officer and Controller. As a result of such experience and associated expertise, Mrs. Keeth is considered an “audit committee financial expert” as the term is defined in Item 407(d)(5) of Regulation S-K. In addition to her extensive financial expertise, Mrs. Keeth brings to the Board executive leadership experience as a chief executive officer and a global business perspective from her service as an executive officer of a large multinational company and from her service on other public company boards.

Andrew C. Kerin, 47, director since December 2010

Mr. Kerin has been Executive Vice President, Aramark Corporation and Group President, Global Food, Hospitality and Facility Services, Aramark Corporation since 2009. He served as Executive Vice President, Aramark Corporation and Group President, North America Food, from 2006 to 2009. In 2004, Mr. Kerin was elected as an executive officer of Aramark Corporation as Senior Vice President and served as President, Aramark Healthcare and Education. Prior thereto, starting in 1995, Mr. Kerin served in a number of management roles within Aramark Corporation. Under his leadership are all of the Aramark’s U.S.-based food, hospitality, and facilities businesses including the management of professional services in healthcare

institutions, universities, schools, business locations, entertainment and sports venues, correctional facilities, and hospitality venues.

Mr. Kerin serves on the President’s Council of Fordham University and on the University of Delaware Hotel, Restaurant & Institutional Management Advisory Board. The Board believes that Mr. Kerin’s extensive experience in the service industry makes him particularly valuable in providing guidance to the Company as it builds its services businesses.

Michael J. Long, 52, director since 2008

Mr. Long was appointed Chief Executive Officer of Arrow in May 2009, and Chairman of the Board effective January 1, 2010. He was appointed President (and currently holds this position) and Chief Operating Officer of Arrow in February 2008. He served as Senior Vice President of the Company from January 2006 to February 2008, and, prior thereto, he served as Vice President of the Company for more than five years. He was appointed President, Arrow Global Components in September 2006. Mr. Long served as President, North America and Asia/Pacific Components from January 2006 until September 2006; President, North America from May 2005 to December 2005; and President and Chief Operating Officer of Arrow Enterprise Computing Solutions from July 1999 to April 2005. Mr. Long also serves as a Director of AmerisourceBergen Corporation.

As a result of his numerous years in leadership roles at the Company and in the distribution industry, Mr. Long understands the competitive nature of the business, has an in-depth knowledge of the Company, strong management background, and broad executive experience.

Stephen C. Patrick, 61, director since 2003

Mr. Patrick was appointed Vice Chairman of Colgate-Palmolive Company, a global consumer products company, from January 2011 until his retirement on March 1, 2011. Prior thereto, he served as the Chief Financial Officer of Colgate-Palmolive for approximately 14 years. In his more than 25 years at Colgate-Palmolive he has also held positions as Vice President, Corporate Controller and Vice President of Finance for Colgate Latin America.

Mr. Patrick’s experience and education make him an expert in financial matters. As the Chief Financial Officer of a successful public company, Mr. Patrick was responsible for assuring that all day-to-day financial transactions were accurately depicted in all public filings. All of this requires a thorough understanding of finance, treasury, and risk management functions. Mr. Patrick is considered an “audit committee financial expert” as the term is defined in Item 407(d)(5) of Regulation S-K. In addition to his extensive financial expertise, Mr. Patrick brings to the Board executive leadership experience as a chief financial officer of a large multinational company.

Barry W. Perry, 64, director since 1999

Mr. Perry was Chief Executive Officer and Chairman of the Board of Engelhard Corporation, a surface and materials science company, for more than five years prior to his retirement in June 2006. Mr. Perry is also currently a director of the Cookson Group plc and Ashland Inc.

While he was Chief Executive Officer of Engelhard Corporation, Mr. Perry established his company’s vision and strategy, selected key management personnel and evaluated the risks of participating in various markets. Further, his experience as a director of a number of public multinational companies, provides him with the skills to objectively and accurately evaluate the financial performance and corporate strategies of a large company.

John C. Waddell, 73, director since 1969

Mr. Waddell retired as the Chairman of the Board of Arrow in May 1994 and since that time has served as the non-executive Vice Chairman. As one of the Company’s founders and a director for more than four decades, Mr. Waddell has an in-depth knowledge of the Company and its culture. He is an expert in electronic component distribution.

THE BOARD AND ITS COMMITTEES

     The Board meets in general sessions with the Chairman of the Board presiding, in meetings limited to non-management directors (which are led by the Lead Director) and in various committees. Committee meetings are open to all members of the Board.

     Committee memberships and chair assignments are reviewed annually by the Corporate Governance Committee, which makes appointment and chair recommendations to the Board.

     The Table below reflects committee memberships for calendar year 2010.

		Audit		Compensation		Corporate Governance
Daniel W. Duval		•		•
Philip K. Asherman
Gail E. Hamilton				•		•
John N. Hanson				•		•
Richard S. Hill		•		•
M.F. (Fran) Keeth		•				•
Andrew C. Kerin
Roger King		•				•
Michael Long
Stephen C. Patrick		▲
Barry W. Perry				▲
John C. Waddell						▲

▲ Chair • Member

Lead Director

     In accordance with the Company’s corporate governance guidelines, the Board has determined that Mr. Duval will serve as the Lead Director. The Lead Director chairs Board meetings when the Chairman is not present. He also chairs the sessions of the non-management directors held in connection with each Board meeting. The Lead Director serves as a liaison between the Chairman and the independent non-management directors, and reviews and approves Board agendas and meeting schedules. The Lead Director has the authority to call meetings of the non-management directors.

Chief Executive Officer and Chairman Positions

     As is common practice among many public companies, the Company’s Chief Executive Officer currently serves as Chairman of the Board. In his position as Chief Executive Officer,

Mr. Long has primary responsibility for the day-to-day operations of the Company and provides consistent leadership on the Company’s key strategic objectives. In his role as Chairman, he sets the strategic priorities for the Board, presides over its meetings and communicates its strategic findings and guidance to management. The Board believes that the combination of these two roles is the most appropriate structure for the Company at this time because: (i) this structure provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy; (ii) this structure is important in unifying the Company’s strategy behind a single vision; (iii) our Chief Executive Officer is the most knowledgeable member of the Board regarding risks the Company may be facing and, in his role as Chairman, is able to facilitate the Board’s oversight of such risks; (iv) this structure has a long-standing history of serving our shareholders well, through many economic cycles, business challenges, and succession of multiple leaders; (v) the Company’s current corporate governance processes, including those set forth in the various Board committee charters and corporate governance guidelines, preserve and foster independent communication amongst non-management directors as well as independent evaluations of and discussions with the Company’s senior management, including the Company’s Chief Executive Officer; and (vi) the role of the Lead Director, which fosters better communication among non-management directors, fortifies the Company’s corporate governance practices making the separation of the positions of Chairman of the Board and Chief Executive Officer unnecessary at this time.

Committees

     Each of the committees of the Board operates under a charter, copies of which are available at the “Corporate Governance” link on the investor relations section of the Company’s website, www.arrow.com. As a matter of practice, beginning in May 2009, the Board determined that a director that acts as a Chair for a committee will not serve as a member of any other committee.

     The Audit Committee reviews and evaluates Arrow’s financial reporting process and other matters including its accounting policies, reporting practices, and internal accounting controls. The Audit Committee also monitors the scope and reviews the results of the audit conducted by Arrow’s independent registered public accounting firm. It reviews with the corporate audit department (which reports to the Audit Committee) and management the scope of the annual corporate audit plan, and the results of the audits carried out by the corporate audit department, including its assessments of the adequacy and effectiveness of internal controls, and the sufficiency of the department’s resources. The Board has determined that Mr. Patrick is an “audit committee financial expert.” The Board has also determined that Mrs. Keeth qualifies as an “audit committee financial expert.”

     The Compensation Committee is responsible for developing and reviewing Arrow’s executive compensation philosophy. It implements that philosophy through compensation programs and plans designed to further Arrow’s strategy, drive long-term profitable growth, and increase shareholder value. The Compensation Committee reviews and approves the corporate goals and objectives relevant to executive compensation, and, subject to review and ratification by the other non-management members of the Board, reviews and approves the base salary, annual incentives, performance and stock-based awards, and retirement and other benefits for the Chief Executive Officer (in executive session) and the Company’s other principal executives. In establishing the foregoing, the Compensation Committee reviews the performance of each of the Named Executive Officers and the Company as a whole.

     In 2010, the Compensation Committee once again directly engaged Pearl Meyer & Partners as a consultant to examine and report exclusively to the Compensation Committee on best practices in the alignment of compensation programs for the Chief Executive Officer and other members of senior management with corporate goals by providing competitive and benchmarking data, analyses, and recommendations with regard to plan design and target compensation. Pearl Meyer & Partners does not provide any other services to the Company. Pearl Meyer & Partners’ services to the Compensation Committee have not raised any conflicts of interests among the Compensation Committee, the Company, and management.

     The Corporate Governance Committee has primary responsibility for developing the corporate governance guidelines for Arrow, to identify and recommend new candidates for nomination to fill existing or expected director vacancies, and for making recommendations with respect to committee assignments and other governance issues. In addition, the Corporate Governance Committee evaluates the performance of individual Board members and determines if each of them should be recommended for re-election to the Board. The committee annually reviews and makes recommendations to the Board regarding the compensation of non-employee directors.

     The Corporate Governance Committee will consider shareholder recommendations of nominees for membership on the Board as well as those recommended by current directors, Company officers, employees, and others. Such recommendations may be submitted to Arrow’s Secretary, Peter S. Brown, at Arrow Electronics, Inc., 50 Marcus Drive, Melville, New York 11747, who will forward them to the Corporate Governance Committee. Possible candidates suggested by shareholders are evaluated by the Corporate Governance Committee in the same manner as other possible candidates.

     The Corporate Governance Committee’s initial review of a potential candidate is typically based on any written materials provided to it. In connection with the evaluation of potential nominees, the committee determines whether to interview the nominee, and if warranted, the Corporate Governance Committee, the Chairman of the Board and Chief Executive Officer, the Lead Director and others as appropriate, interview the potential nominees. The Corporate Governance Committee retains the services of a third-party executive recruitment firm to assist its members in the identification and evaluation of potential nominees for the Board.

     The Corporate Governance Committee’s expectations as to the specific qualities and skills required for directors including those nominated by shareholders are set forth in Section 4 of Arrow’s corporate governance guidelines (available at the “Corporate Governance” link on the investor relations section of the Company’s website, www.arrow.com).

Enterprise Risk Management

     The role of the Board is to promote the best interests of the Company and its shareholders by overseeing the management of Arrow’s business, assets and affairs. Management is ultimately responsible for the day-to-day management of the risks facing the Company, including timely identifying, monitoring, mitigating, and managing those risks that could have a material impact on the Company. To this end, Arrow’s Chief Executive Officer has the ultimate management authority for enterprise risk management including responsibility for capability development, risk identification and assessment, and for policies, governance, and strategies and actions to address enterprise risk.

     The following chart lists how the Board and its committees allocate the Board’s risk oversight function. This chart is not meant to be comprehensive and may change based upon facts and circumstances.

Audit Committee

Board of Directors

Governance Committee

Compensation Committee

•

Corporate Audit

•

Mergers and

•

Board Succession

•

Executive

•

Insurance

Acquisitions

Planning

Compensation

•

Business Continuity

•

Strategy and Business

•

Board Performance

•

Senior Management

•

Business Ethics/Fraud

Development

Evaluation

Succession Planning

•

Liquidity and Cash

•

Enterprise Resource

•

Board Governance

•

CEO Performance

Management

Planning

Evaluation

•

Regulatory Compliance

•

Competitive Analysis

•

Hedging/Derivative

•

CEO Succession

Instruments

Planning

•

Litigation and

•

Capital Structure

Environmental Matters

•

Credit Markets

•

Inventory

•

Accounting Policies and

Financial Internal Control

     The Chief Executive Officer, or his designee, periodically reports to the Board (or the applicable committees as set forth above) on the work carried out in connection with enterprise risk management.

Compensation Risk Analysis

     We believe that our executive compensation program reflects an appropriate mix of compensation elements and balances current and long-term performance objectives, cash and equity compensation, and risks and rewards associated with executive roles. The following features of our executive incentive compensation program illustrate this point:

	•		Our performance goals and objectives reflect a balanced mix of performance measures to avoid excessive weight on a certain goal or performance measure;
	•		Our annual and long-term incentives provide a defined range of payout opportunities (ranging from 25% to 200% of target for annual incentives and 25% to 175% for long-term incentives);
	•		Total direct compensation levels are heavily weighted on long-term, equity-based incentive awards that vest over a number of years;
	•		Equity incentive awards are granted annually so executives always have unvested awards that could decrease significantly in value if our business is not managed for the long term;
	•		We have implemented meaningful executive stock ownership guidelines so that their personal wealth is significantly tied to the long-term success of our Company; and
	•		The Compensation Committee retains discretion to adjust compensation based on the quality of Company and individual performance and adherence to the Company’s ethics and compliance programs, among other things.

     Based on the above combination of program features, we believe that (i) our executives are encouraged to manage the Company in a prudent manner, and (ii) our incentive programs are not designed in a manner to encourage our senior business leaders to take risks that are inconsistent with the Company’s best interests.

     It is our opinion that the compensation policies and practices for all employees are not reasonably likely to create risks that could have a material adverse effect on the Company. The

Company delivers, in the aggregate, most of its compensation in the form of base salary, with smaller portions delivered in the form of cash incentives and long-term incentives. The Company’s cash incentive compensation plans, which represent the primary variable component of compensation, have been designed to drive performance of employees working in management, sales and sales-related roles. These plans are typically tied to achievement of sales/financial goals that include maximums that prevent “windfall” payouts.

Independence

     The Company’s corporate governance guidelines provide that the Board should consist primarily of independent, non-management directors. For a director to be considered independent under the guidelines, the Board must determine that the director does not have any direct or indirect material relationships with the Company and that he or she is not involved in any activity or interest that conflicts with or might appear to conflict with his or her fiduciary duties.

     To be deemed independent, a director must also meet the independence standards in the New York Stock Exchange listing rules, which the Board has adopted as its standard. The Company has determined that all non-management directors are independent.

     In addition to applying these guidelines, the Board will consider all relevant facts and circumstances in making an independence determination. For example, in making this determination regarding Mr. Hill, the Board considered that Mr. Hill is an independent director of LSI Corporation, a semiconductor manufacturer (for which the Company is an authorized distributor), and Chairman and Chief Executive Officer of Novellus Systems, Inc. In 2010, the Company purchased approximately $84,000,000 of LSI products worldwide, which is 3.3% of LSI’s total sales, and .5% of Arrow’s total purchases. The Board determined that this relationship did not impair Mr. Hill’s independence because he is an independent director of LSI, and receives compensation from LSI only in connection with his services as such. With respect to Novellus Systems, Inc., the Board determined that this relationship did not impair Mr. Hill’s independence because Novellus purchased approximately $31,000 of product from Arrow in 2010.

     Further, the Board has considered the fact that Mr. Waddell was previously a member of upper management and the Chairman of the Board of the Company. However, he retired from employment with the Company seventeen years ago in 1994. Notwithstanding Mr. Waddell’s former management role within the Company, the Board has determined that Mr. Waddell is currently independent.

     The Board has determined that all of its directors and nominees, other than Mr. Long, satisfy both the New York Stock Exchange’s independence requirements and the Company’s guidelines.

     As required by the Company’s corporate governance guidelines and the New York Stock Exchange’s listing rules, all members of the Audit, Compensation, and Corporate Governance Committees are independent, non-management directors and all members of the Audit Committee also satisfy the SEC independence requirements.

Compensation Committee Interlocks and Insider Participation

     No member of the Compensation Committee is a present or former employee of the Company, except for Mr. Duval, who served as interim Chief Executive Officer from September 15, 2002 to February 2, 2003. The Board believes, however, that Mr. Duval’s interim service does not alter his status as an independent, non-management director under the rules of the New York Stock Exchange. Additionally, no member of the Compensation Committee is an

employee or director of any company where any employee or director of the Company serves on the Compensation Committee.

Meetings and Attendance

     Consistent with the Company’s corporate governance guidelines, it is the practice of the Board for all of its non-management directors to meet separately (without Company management present) following each regularly scheduled Board meeting, with the Lead Director presiding. In 2010, these non-management director meetings totaled five in number.

     During 2010, there were eight meetings of the Board, seven meetings of the Audit Committee, five meetings of the Compensation Committee, four meetings of the Corporate Governance Committee, and three sub-committee meetings. All of the current directors attended 75% or more of all of the meetings of the Board and the committees on which they served. It is the policy of the Board that all of its members attend the Annual Meeting of Shareholders absent exceptional cause and all but two members of the Board did so in 2010.

Director Compensation

     The independent, non-management members of the Board (that is, all members except Mr. Long) receive the following fees in cash:

Annual fee		$	50,000
Fee for each Board or committee meeting attended		$	2,000
Annual fee for service as committee chair		$	10,000
Additional annual fee for service as compensation or audit committee chair		$	5,000

     In addition to the cash fees, each non-employee director receives an annual grant of restricted stock units valued at $90,000 based on the fair market value of Arrow common stock on the date of grant. Those restricted stock units were fully vested on the date of grant. However, the units are not transferable into Arrow common stock, salable or available to be used as collateral until one year after the director leaves the Board, when each vested unit is settled with the issuance of one share of Arrow common stock. Based on the closing market price of $29.67 on May 4, 2010, the 2010 grant resulted in 3,033 restricted stock units being awarded to each director. For his service as Lead Director, Mr. Duval received an additional grant of restricted stock units valued at $30,000 (1,011 units in 2010, based on the grant-date closing market price of $29.67).

     Messrs. Asherman and Kerin each received restricted stock units valued at $90,000 on February 25, 2011 for joining the Board in December 2010.

     The Board has determined that it is in the Company’s best interests to change the non-management director compensation. Therefore, effective May 2, 2011, the non-management director compensation will be modified to the following:

Annual fee		$	80,000
Annual fee for service as committee chair		$	10,000
Additional annual fee for service as compensation or audit committee chair		$	5,000

          The Board has eliminated the fees for attending Board and committee meetings. In addition to the cash fees, each non-employee director will receive an annual grant of restricted stock units valued at $120,000, based on the fair market value of Arrow common stock on the

date of grant. The Lead Director will receive an additional award of restricted stock unit valued at $30,000 in recognition of his additional responsibilities.

     The following Table shows the total dollar value of compensation received by all non-employee directors in or in respect of 2010.

Non-Employee Director Compensation
						Stock				All Other
		Fees Earned				Awards				Compensation				Total
Name		($)				($)(1)				($)(2)				($)
Daniel W. Duval			98,000				120,000				3,330				221,330
Philip K. Asherman			2,310				—				—				2,310
Gail E. Hamilton			80,000				90,000				4,278				174,278
John N. Hanson			84,000				90,000				5,867				179,867
Richard S. Hill			90,000				90,000				14,857				194,857
M.F. (Fran) Keeth			90,000				90,000				3,217				183,217
Andrew C. Kerin			2,310				—				—				2,310
Roger King			92,000				90,000				32,851				214,851
Stephen C. Patrick			93,000				90,000				—				183,000
Barry W. Perry			97,000				90,000				148				187,148
John C. Waddell			88,000				90,000				—				178,000

     The Company no longer uses stock options as a part of the compensation of non-management directors. The following Table reflects the number of unexercised options held by each non-management director as of December 31, 2010. Because the restricted stock unit grants are fully vested, they are not shown on this Table. The dollar values of the 2010 restricted stock unit grants are shown under the heading “Stock Awards” on the Table above.

Outstanding Equity Awards at Fiscal Year-End
Option Awards
		Number of Securities				Option
		Underlying				Exercise				Option
		Unexercised Options				Price				Expiration Date
Name		(#)(1)				($)(2)				(2)
Daniel W. Duval			4,000				26.52				5/11/2011
			4,000				26.23				5/23/2012
			4,000				16.51				5/23/2013
Philip K. Asherman			—				—				—
Gail E. Hamilton			—				—				—
John N. Hanson			4,000				26.52				5/11/2011
			4,000				26.23				5/23/2012
			4,000				16.51				5/23/2013
Richard S. Hill			—				—				—
M.F. (Fran) Keeth			—				—				—
Andrew C. Kerin			—				—				—
Roger King			4,000				26.52				5/11/2011
			4,000				26.23				5/23/2012
			4,000				16.51				5/23/2013
Stephen C. Patrick			15,000				17.27				7/16/2013
Barry W. Perry			4,000				26.52				5/11/2011
			4,000				26.23				5/23/2012
			4,000				16.51				5/23/2013
John C. Waddell			4,000				26.52				5/11/2011
			4,000				26.23				5/23/2012
			4,000				16.51				5/23/2013

     Under the terms of the Non-Employee Director Deferred Compensation Plan, non-employee directors may defer the payment of all or a portion of their annual retainers and meeting fees until the end of their service on the Board. Unless a different amount is chosen by the director, 50% of the director’s annual retainer fee is automatically deferred and converted to units of Arrow common stock. When the director leaves the Board, each whole stock unit credited to his or her account will be settled with the issuance of one share of common stock. Other amounts that are deferred may be invested for the benefit of the director, or should a director so choose, be converted into the stock units. The units held by each director are included under the heading “Common Stock Units” in the Shares of Common Stock Beneficially Owned Table. The amounts deferred by each director for 2010, to the extent there are any, are included under the heading “Fees Earned” on the Non-Employee Director Compensation Table. For deferrals made during 2005-2007 and 2009, the deferral will be paid upon termination of Board service. For deferrals during 2008, payments will be made thirty days after the director’s service ends for those 72 or older at the time of resignation, and for those less than 72, one year after termination of service on the Board. For deferrals during 2010 and later, payment will be made on the one-year anniversary after termination of service.

Stock Ownership by Directors

     The board recognizes that stock ownership by its directors may strengthen their commitment to the long-term future of the company and further align their interests with those of the shareholders generally. As a result, the corporate governance guidelines specifically state that directors are expected over time to own beneficial shares of the company’s common stock having a value of at least three times their annual retainer (including shares owned outright, vested shares of restricted stock or restricted stock units and common stock units in a deferred compensation account). All directors are in compliance with this requirement.

AUDIT COMMITTEE REPORT

     The Audit Committee represents and assists the Board by overseeing the Company’s financial statements and internal controls; the independent registered public accounting firm’s qualifications and independence; and the performance of the Company’s corporate audit function and of its independent registered public accounting firm.

     The Audit Committee currently consists of five directors, all of whom are independent in accordance with New York Stock Exchange listing standards and other applicable regulations. The Board has determined that Mr. Patrick and Mrs. Keeth are “audit committee financial experts” as defined by the SEC.

     Company management has the primary responsibility for the preparation of the financial statements and for the reporting process, including the establishment and maintenance of Arrow’s system of internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for auditing the financial statements prepared by management, expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, and auditing the Company’s internal control over financial reporting.

     In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with both management and the independent registered public accounting firm the Company’s quarterly earnings releases, Quarterly Reports on Form 10-Q and the 2010 Annual Report on Form 10-K. Such reviews included a discussion of critical or significant accounting policies, the reasonableness of significant judgments, the quality (not just the acceptability) of the accounting principles, the reasonableness and clarity of the financial statement disclosures, and such other matters as the independent registered public accounting firm is required to review with the Audit Committee under the standards promulgated by the Public Company Accounting Oversight Board. Also discussed with both management and the Company’s independent registered public accounting firm were the design and efficacy of the Company’s internal control over financial reporting.

     In addition, the Audit Committee received from and discussed with representatives of the Company’s independent registered public accounting firm the written disclosure and the letter required by the applicable requirements of the Public Company Accounting Oversight Board (regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence) and considered the compatibility of non-audit services rendered to Arrow with the independence of the Company’s independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended, and as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

     The Audit Committee also discussed with the independent registered public accounting firm and Arrow’s corporate audit group the overall scope and plans for their respective audits. The Audit Committee periodically met with the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of Arrow’s internal controls, and the overall quality of Arrow’s financial reporting.

     In reliance on these reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2010 for filing with the SEC.

Stephen C. Patrick, Chair
Daniel W. Duval
Richard S. Hill
M.F. (Fran) Keeth
Roger King

PRINCIPAL ACCOUNTING FIRM FEES

     The aggregate fees billed by Arrow’s principal accounting firm, Ernst & Young LLP, for auditing the annual financial statements and the Company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and related regulations included in the Annual Report on Form 10-K, the reviews of the quarterly financial statements included in the Quarterly Reports on Form 10-Q, statutory audits, assistance with and review of documents filed with the SEC and consultations on certain accounting and reporting matters for each of the last two fiscal years are set forth as “Audit Fees” in the Table below.

     Also set forth for the last two fiscal years are “audit-related” fees. Such fees are for services rendered in connection with business acquisitions, employee benefit plan audits, and other accounting consultations. Tax fees relate to assistance in tax return preparation and tax audits, and tax interpretation and compliance, in various tax jurisdictions around the world. Ernst & Young LLP did not provide any services related to financial information systems design or implementation, personal tax work, or other services for any of the Company’s executive officers or members of the Board.

		2010				2009
Audit Fees		$	6,876,382			$	6,217,400
Audit-Related Fees			590,349				347,200
Tax Return and Compliance Fees			436,216				487,006
Other Tax Related Fees			952,016				215,561
Total		$	8,854,963			$	7,267,167

     The amounts in the Table above do not include fees charged by Ernst & Young LLP to Marubun/Arrow, a joint venture between the Company and the Marubun Corporation, which totaled $247,525 (audit-related fees) and $1,879 (tax-related fees) in 2010 and $233,800 (audit-related fees) and $1,783 (tax fees) in 2009.

     Consistent with the Audit Committee charter, audit, audit-related, tax return and compliance, and other tax related services were approved by the Audit Committee, or by a

designated member thereof. The Audit Committee has determined that the provision of the non-audit services described above is compatible with maintaining Ernst & Young LLP’s independence.

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF AUDITORS

     Shareholders will be asked to ratify the appointment of Ernst & Young LLP as Arrow’s independent registered public accounting firm for the fiscal year ending December 31, 2011. Arrow expects that representatives of Ernst & Young LLP will be present at the meeting with the opportunity to make a statement if they desire to do so and that they will be available to answer appropriate inquiries raised at the meeting.

The Board recommends that the shareholders vote “FOR” the ratification of the appointment of Ernst & Young LLP.

PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

     Shareholders have an opportunity to cast an advisory vote on compensation of the Named Executive Officers. This proposal, commonly known as “Say-on-pay,” gives shareholders the opportunity to approve, reject or abstain from voting with respect to our executive compensation programs and policies and the compensation paid to the Named Executive Officers.

     The primary objective of the Company’s compensation program, including its executive compensation program, is to attract and retain qualified, talented individuals who are enthusiastic about the Company’s mission and culture so that they may assist in achieving our corporate objectives and increasing shareholder value. The key principle underlying the Compensation Committee’s compensation philosophy is pay for performance, with incentive awards varying based on business performance or the performance of the Company’s common stock. This direct link between incentive payments and achievement of business goals and shareholder value has helped drive the Company’s strong and consistent performance year after year, most recently in 2010.

     The Company asks that you review in detail the disclosure contained in this Proxy Statement regarding compensation of the Company’s Named Executive Officers (including the Company’s Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany such compensation tables) and indicate your support for the compensation of the Company’s Named Executive Officers that are described in this Proxy Statement by voting in favor of the following resolution:

“Resolved, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby Approved.”

     Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any Named Executive Officer and will not be binding on or overrule any decisions by the Board of Directors. The Compensation Committee will take into account

the outcome of the vote when considering future compensation for our Named Executive Officers.

The Board recommends a vote “FOR” the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement.

PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF
SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION

     Shareholders have an opportunity to advise the Board of Directors as to whether the Company should conduct an advisory vote with respect to its executive compensation every one, two or three years. The Board of Directors believes that a three-year cycle is the best means of assuring that stockholders have an effective voice on executive compensation for a number of reasons:

	•		Our executive compensation program is largely designed to reward performance over a multi-year period. Say-on-pay votes should occur over a similar time frame and correlate with longer-term business planning cycles. An annual vote on pay practices would tend to shift the focus on short-term financial results that may not be in the interest of long-term value creation for stockholders;
	•		A three-year voting cycle provides stockholders and proxy advisory firms with sufficient time to evaluate, in a more thoughtful and informed manner, the effectiveness of both short-term and long-term compensation strategies and related business outcomes; and
	•		A three-year voting cycle gives the Board of Directors time to thoughtfully evaluate stockholder concerns and implement appropriate changes.

     For the reasons discussed above, the Board recommends a vote in favor of the following resolution:

“Resolved, that the stockholders of the Company approve, on an advisory basis, the holding of a stockholder advisory vote on executive compensation every three years.”

     As an advisory vote, this proposal is not binding on the Company. However, the Board of Directors values the opinions expressed by shareholders in their votes on this proposal, and will consider the outcome when making a determination as to the frequency of future advisory votes on executive compensation.

The Board recommends a vote for “THREE YEARS” regarding the frequency of the shareholder advisory vote to approve the compensation of the named executive officers.

REPORT OF THE COMPENSATION COMMITTEE

     The substantive discussion of the material elements of all of the Company’s executive compensation programs and the determinations by the Compensation Committee with respect to compensation and executive performance for 2010 are contained in the Compensation Discussion and Analysis that follows below. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the management representatives responsible for its preparation and the Compensation Committee’s compensation consultants. In reliance on these reviews and discussions, the Compensation Committee recommended to

the Board that the Compensation Discussion and Analysis be included in the Definitive Proxy Statement on Schedule 14A for Arrow’s 2011 annual shareholder meeting for filing with the SEC and be incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Barry W. Perry, Chair
Daniel W. Duval
Gail E. Hamilton
John N. Hanson
Richard S. Hill

COMPENSATION DISCUSSION AND ANALYSIS

Overview

     As a large, global provider of technology solutions operating in a highly competitive market, Arrow views its people as the key driver of success. As discussed more fully below, the Company’s executive compensation program, under the direction of the Compensation Committee, is designed to motivate, attract, and retain talented executives who are capable of successfully leading the Company’s complex global operations and creating long-term shareholder value. The program is structured to support Arrow’s strategic goals and reinforce high performance with a clear emphasis on accountability and performance-based pay for achievement of stated goals. Following is a detailed discussion of the Company’s executive compensation program and how it is applied to the Named Executive Officers listed in the Summary Compensation Table of this Proxy Statement.

Executive Compensation Objectives

Arrow’s executive compensation program is designed to:

	•		Drive performance in support of the business strategy;
	•		Attract and retain strong talent;
	•		Vary pay based on Company and individual performance; and
	•		Align the interests of executives with those of shareholders.

		The use of compensation to drive and reward performance is reflected in Arrow’s emphasis on performance-based compensation, while the importance of alignment with shareholder interests in long-term value creation is reflected in the equity-based components of the total compensation mix. Arrow’s pay-for-performance focus is evident in the substantially greater weight given to performance-based compensation versus fixed compensation.

Total Compensation Process

     The Compensation Committee reviews the target total compensation of our Named Executive Officers, including salaries, target annual incentives, target long-term incentives, retirement benefits, severance arrangements, and all other benefits and perquisites to ensure that all of its elements are appropriate based on historical practices, market conditions, competitive benchmarking data, and the furtherance of the Company’s strategic objectives. The

Compensation Committee also reviews the historical detail of each executive’s prior-year compensation and performance.

     The Compensation Committee considers performance reviews prepared by the Chief Executive Officer for his direct reports, and conducts its own performance review of the Chief Executive Officer. The committee reviews the Company’s performance on the metrics relevant to the execution of its strategy and evaluates the Chief Executive Officer’s performance in light of that execution. For Named Executive Officers other than the Chief Executive Officer, the committee’s review includes input provided to it by the Chief Executive Officer.

     Compensation Committee meetings are regularly attended by the Company’s Chief Executive Officer, the General Counsel (who also serves as secretary), the Senior Vice President of Human Resources, and the Chief Financial Officer. Each of the management attendees provides the committee with his or her specific expertise and the business and financial context necessary to understand and properly target financial and performance metrics. None of the members of management are present during the committee’s deliberations regarding their compensation. However, the committee does include the external compensation consultant in those discussions.

     Additionally, the Compensation Committee’s external compensation consultant provides the committee with competitive data regarding market compensation levels at the 25^th, 50^th, and 75^th percentiles for total compensation and each element of pay. The committee also considers the compensation of other Company executives, levels of responsibility, prior experience, breadth of knowledge, and job performance in reviewing target total compensation levels.

Competitive Benchmarking and Use of Consultants

     To ensure that executive compensation plans and levels are appropriate and competitive, the Compensation Committee reviews analyses on peer company practices at various times throughout the year. Information on total compensation levels is considered in the context of peer performance analyses in order to effectively link compensation to absolute and relative performance. Through this process, and with input from its external compensation consultant and management, the committee determines appropriate benchmarking targets each year. For 2010, the committee concluded that generally targeting total direct compensation (the sum of base salary, annual cash incentives, and long-term incentives) at the market 50^th percentile was appropriate. For the purpose of Arrow’s annual competitive benchmarking study, market data consists of an equal blending of data from industry/size relevant executive compensation surveys, and the Company’s 2010 peer group.

     The Compensation Committee evaluates the appropriateness of each Named Executive Officer’s compensation as positioned against the market 50^th percentile based on factors that include Company and business unit performance, job scope, and individual performance. To the extent the committee deems that a Named Executive Officer’s position versus the market is not appropriate based on the relevant factors, the committee may choose to modify one or more of the compensation components.

     The Compensation Committee has selected and engaged Pearl Meyer & Partners as its external compensation consultant to provide it with expertise on various compensation matters, including competitive practices, market trends, and specific program design. Pearl Meyer & Partners reports directly to the committee and does not provide any other services to the Company or its management. Pearl Meyer & Partners’ services to the committee have not raised any conflicts of interests among the committee, the Company, and management.

     The Compensation Committee, together with its external compensation consultant and management, annually reviews and approves the peer companies used for benchmarking to ensure they continue to meet its objectives. In 2010, the committee moved from utilizing the three distinct peer groups that included technology distribution companies, electronic manufacturing services companies, and market capitalization relevant technology companies to focusing on a single consolidated peer group comprised of technology distribution companies, electronic distribution companies, and electronic manufacturing companies. Additionally, the committee will continue to use a broad group of companies when evaluating Arrow’s position versus its peers. The committee believes the new peer group provides a better comparison to Arrow when taking into account Arrow’s size, complexity, and business model. The committee also believes Arrow’s peer group may change over time as Arrow’s business evolves. 2010 target compensation was established in the beginning of 2010 taking into account the compensation practices of the old peer group. The committee considered the compensation practices of the new peer group in establishing 2011 target compensation.

The companies used for 2010 compensation benchmarking consisted of the following:

	•		Anixter International Inc.
	•		Avnet, Inc.
	•		Celestica Inc.
	•		Flextronics International Ltd.
	•		Ingram Micro Inc.
	•		Jabil Circuit, Inc.
	•		Tech Data Corporation
	•		WESCO International, Inc.

     The Compensation Committee also reviews other benchmarking data from time to time. This data can cover a variety of areas such as equity vesting practices, the prevalence of performance metrics among peer companies, types of equity vehicles used by peer companies, severance practices, and equity burn rates.

Elements of Total Compensation

     The following summarizes the compensation elements used to reward, motivate, and retain Arrow’s executives.

Base Salary

     To attract the necessary executive talent and maintain a stable executive team, the Compensation Committee generally targets executive officer base salaries at approximately the 50^th percentile paid for similar jobs at companies in Arrow’s peer groups. Decisions regarding base salaries are made annually based on a number of factors, including:

	•		Individual performance;
	•		Company or business unit performance;
	•		Job responsibilities;
	•		Peer benchmarking data; and
	•		Internal budget guidelines.

     For Named Executive Officers other than the Chief Executive Officer, the Compensation Committee, in consultation with its external compensation consultant, reviews base salary recommendations provided by the Chief Executive Officer. The committee then makes a final

determination of base salaries for the Named Executive Officers. The Chief Executive Officer’s base salary is determined by the committee in executive session based on its evaluation of his individual performance, the Company’s performance, and relevant peer benchmarking data. Additionally, as discussed under the heading “Employment Agreements,” each of the Named Executive Officers, including the Chief Executive Officer, has an employment agreement, which provides for a minimum base salary.

     The Compensation Committee met in February 2010 to conduct its annual review of base salaries for Arrow’s Named Executive Officers. The committee awarded a 6.7% base salary increase to Michael J. Long in recognition of his successful efforts and accomplishments in leading Arrow through a very challenging 2009 business environment. Additionally, in recognition of their global responsibilities and promotions to the Company’s Executive Committee, base salaries increased for Peter T. Kong and Andrew S. Bryant by 5.3% and 6.3%, respectively. All base salary increases were effective January 1, 2010. Base salaries for the Company’s other Named Executive Officers were unchanged.

Performance-Based Compensation

     Annual performance-based cash incentives and equity-based long-term incentives play a significant role in executives’ overall compensation. They are essential to linking pay to performance, aligning compensation with organizational strategies and financial goals, and rewarding executives for the creation of shareholder value. All of the Named Executive Officers participate in each of the following programs.

     The following chart reflects the weighted average distribution of the elements of the Named Executive Officers’ target compensation as a group, based on grant date values. The chart shows that, excluding Supplemental Executive Retirement Plan accumulations, 75% of the Company’s Named Executive Officers’ target compensation was performance-based, including 56% delivered in the form of Arrow equity. Tying pay to the Company’s and the individual’s performance reflects the Compensation Committee’s emphasis on “at-risk” compensation and accountability in support of the Company’s strategic initiatives. The committee has weighted the pay components to establish a total compensation package that effectively motivates the Company’s leaders to drive superior performance in a manner that benefits the interests of shareholders but does not encourage excessive risk taking. Each form of performance-based compensation is discussed below.

Named Executive Officers
2010 Target Total Compensation Distribution

Annual Incentives

     Arrow’s annual incentives are designed to reward individuals for performance against pre-established targets that are set by the Compensation Committee at the beginning of the year. Each of the Company’s Named Executive Officers is assigned an annual incentive target. Annual incentive targets are established based on market compensation analysis in the context of targeting total direct compensation at the 50^th percentile.

     In order to provide consistency among management levels, the annual incentive for each of the Named Executive Officers follows the structure of the Company’s Management Incentive Compensation Plan (“MICP”). The MICP is based on a combination of financial and non-financial goals, which are weighted 70% and 30%, respectively. Of the 70% financial component, executives can earn from 0% if performance falls below the pre-established threshold up to 200% of their targeted annual incentives for performance at or above the maximum levels. For 2010, the financial component was comprised of one performance metric, earnings per share (“EPS”), for all Named Executive Officers. The Compensation Committee selected EPS to reinforce the Company’s overall profit objectives, based on the rationale that EPS is a primary driver of shareholder value.

     Executives can also earn between 0% and 200% of the 30% non-financial component of MICP based on the Compensation Committee’s evaluation of each individual’s performance against their pre-established non-financial goals. The non-financial goals may be strategic or tactical, but all are designed to be specific and measurable and to further the objectives of the Company. For 2010, the non-financial component of MICP was based on team performance goals focused on supplier market share expansion, acquisition integration, profitability (increase gross margins), service center centralization, and establishment of personal/organization development plans for high profile/impact positions. The non-financial goals applied to all of the

Named Executive Officers other than Mr. Long. The Compensation Committee selected profitable supplier market share expansion as a primary component in order to emphasize the importance of continued growth, and engaged in a subjective assessment of such expansion at year-end to determine the level of payout to the applicable Named Executive Officers.

     The 2010 annual incentive metrics and results against those metrics for the Named Executive Officers are set forth in the following Table:

Performance		Performance				Achievement								Weighted
Metric		Range				Percentage				Weighting				Achievement %
Arrow Earnings Per Share		$	1.56 - $2.60	**			200	%			70	%			140	%
Arrow Profitable Supplier Market Share Expansion			0%-2.0	%			131	%			15	%			19.7	%
Team Performance Goals			0%-200	%			85	%			15	%			12.8	%
TOTAL			—				—				100	%			172.4	%

     For Mr. Long, the Compensation Committee applied the same basic methodology described above, including the same 70% financial component based on the above EPS performance range, and as stated in the table above he attained 200% achievement on his financial goal. The committee tied the 30% non-financial component for Mr. Long’s annual incentive to individual contributions made relative to strategic business imperatives of the organization. Based on the committee’s assessment of Mr. Long’s successful performance on his non-financial objectives, it awarded him 131% on his supplier market share expansion goal and 90% on his other individual performance goals. This resulted in a total weighted achievement percentage of 173.2% for Mr. Long. In the exercise of its negative discretion, the committee awarded an annual incentive of $1,500,000 to Mr. Long.

Long-Term Incentives

     The Company’s long-term incentive plan (“LTIP”) is designed to promote a balanced focus on driving performance, retaining talent, and aligning the interests of our executives (including the Named Executive Officers) with those of its shareholders. Under the LTIP structure described below, awards are expressed in dollars and granted annually. The program includes a mix of performance stock units, restricted stock units, and stock options through one integrated long-term incentive structure. Following is an overview of the long-term incentive program components.

LONG-TERM INCENTIVE PLAN (LTIP) STRUCTURE FOR 2010 GRANTS
Equity-Based Long-		Target Weighting as a
Term Instrument		% of Long-Term Award				Purpose		Award Terms
Performance Stock Units (“PSUs”)			50	%		Rewards for three-year EPS growth relative to eight Arrow peer companies, as adjusted for Arrow’s three-year return on invested capital Align long-term interests with those of shareholders Further supports pay for performance — awards earned are directly related to relative performance		The number of PSUs earned (from 0% to 175% of target number of PSUs granted) are based on the Company’s performance over a three-year period PSUs are paid out in shares of Arrow stock at the end of the three-year vesting term
Restricted Stock Units (“RSUs”)			25	%		Align long-term interests with those of shareholders Award value is directly related to the performance of the Company’s stock Aids in the retention of our NEOs		Vest in four equal annual installments beginning on first anniversary of grant contingent upon the Company achieving 2010 net income, as adjusted, greater than zero RSU’s are paid out in shares of Arrow stock when vested
Stock Options			25	%		Rewards for stock price appreciation		Vest in four equal annual installments beginning on first anniversary of grant Exercise price is equal to 100% of closing price on grant date Options expire ten years from grant date

     The Compensation Committee makes LTIP award decisions for executives based on input from the Chief Executive Officer (other than for himself), prior grant history, the committee’s own assessment of each executive’s contribution, potential contribution, performance during the prior year, peer compensation benchmarking analysis, and the long-term incentive award practices of the peer companies discussed above.

     The Compensation Committee also evaluates the Chief Executive Officer in light of the factors discussed above to determine his annual long-term incentive award. That grant and those for the other Named Executive Officers are as set forth below. For more detail, including the expense to the Company associated with each grant, see the Grants of Plan-Based Awards Table.

     It is the practice of the Compensation Committee to make annual equity grants at the first regularly scheduled Board meeting of the calendar year. Hiring and promotion grants are made at the next regularly scheduled meeting of the Board that follows such an event, and in instances where retention awards are advisable, grants are made at the subsequent meeting. All stock option grants are made with exercise prices equal to the value of Arrow stock on the grant date to ensure participants derive benefits only as shareholders realize corresponding gains over an extended time period. None of the options granted by the Company, as discussed throughout this Proxy Statement, have been repriced, replaced or modified in any way since the time of the original grant.

     Performance Stock Units (PSUs). The 2010 PSU awards, representing 50% of the total LTIP award value, are tied to Arrow’s three-year EPS growth as compared to the EPS growth of

Arrow’s peer group (Anixter International Inc., Avnet, Inc., Celestica Inc., Flextronics International Ltd., Ingram Micro Inc., Jabil Circuit, Inc., Tech Data Corporation, and WESCO International, Inc.) and adjusted for Arrow’s three-year average return on invested capital (“ROIC”) in excess of its three-year weighted average cost of capital (“WACC”). The Compensation Committee chose EPS and ROIC as performance metrics in order to reward participants for successfully balancing profit maximization and the efficient use of capital, both key drivers in creating shareholder value. Provided the Company achieves a net income, as adjusted, of greater than zero, participants may earn from 0% to 175% of their targeted PSUs based on the matrix below, and subject to the individual’s continued employment as of the end of the three-year performance period. Prior to 2010, the PSU awards were based on a two-year performance period. The committee decided to extend the performance period to three years for 2010 grants determining that a three-year period would better focus the management team on the long-term performance and complement the short-term focus of the annual incentive plan. The committee also determined that a three-year performance period is also more consistent with current market practices.

3-Year ROIC-WACC		PAYOUT AS % OF TARGET
3.0% or more			0	%			35	%			75	%			105	%			115	%			125	%			135	%			155	%			175	%
2.0% to 2.9%			0	%			30	%			70	%			100	%			110	%			120	%			130	%			150	%			170	%
0.6% to 1.9%			0	%			25	%			65	%			95	%			105	%			115	%			125	%			145	%			165	%
0.5% to -0.5%			0	%			0	%			60	%			90	%			100	%			110	%			120	%			140	%			160	%
-0.6% to -1.9%			0	%			0	%			55	%			85	%			95	%			105	%			115	%			135	%			155	%
-2.0% to -2.9%			0	%			0	%			50	%			80	%			90	%			100	%			110	%			130	%			150	%
-3.0% or less			0	%			0	%			45	%			75	%			85	%			95	%			105	%			125	%			145	%
			9				8				7				6				5				4				3				2				1
		3-Year EPS % Change Ranking vs. Peer Companies

     Restricted Stock Units (RSUs). Grants of RSUs represent 25% of the LTIP value and vest in 25% increments on each of the next four anniversaries of the date of grant contingent upon the Company achieving net income, as adjusted, greater than zero and subject to the individual’s continued employment as of the applicable vesting date. RSUs are intended to provide the Named Executive Officers with the economic equivalent of a direct ownership interest in the Company during the vesting period and provide the Company with significant retention security regardless of post-grant share price volatility.

     Stock Options. Stock option grants also represent 25% of the LTIP value and vest in 25% increments on each of the first four anniversaries of the date of grant, subject to the individual’s continued employment as of the applicable vesting date. The Company grants stock options to provide Named Executive Officers with a strong incentive to drive long-term stock appreciation for the benefit of our shareholders. Each stock option allows the holder to acquire shares of the Company at a fixed exercise price (fair market value on grant date) over a ten-year term, providing profits only to the extent that the Company’s share price appreciates over that period.

     2010 LTIP Awards. The 2010 long-term incentive awards are listed in the following Table.

		Performance				Restricted Stock				Stock Options
		Stock Units Awarded				Units Awarded				Awarded
Michael J. Long			49,400				24,701				66,779
Paul J. Reilly			26,464				13,233				35,775
Peter S. Brown			14,555				7,278				19,676
Peter T. Kong			15,878				7,940				21,465
Andrew S. Bryant			14,114				7,058				19,080

     2009 Performance Share Payments. The 2009-2010 performance share cycle for grants made in 2009 concluded with the 2010 fiscal year. The number of performance shares earned by the Named Executive Officers were based on Arrow’s two-year ROIC and Free Cash Flow versus targets for each respective metric. Consistent with the plan, the Compensation Committee adjusted the applicable financial results to exclude the impact of acquisitions and restructurings which occurred after the original targets were established to arrive at an ROIC of 12.4% and Free Cash Flow of $473 million for the 2009-2010 period. Based on these performance levels, each of the Named Executive Officers received 200% of the target number of performance shares awarded in 2009. The actual number of shares delivered to each of the Named Executive Officers within respect of the performance share cycle is set forth below. The performance share measurement target for this award was an average of 2009 and 2010 ROIC at 7.5% and two-year average Free Cash Flow at $388 million.

		Performance Shares Earned
		2009-2010 Performance
		Period
Michael J. Long			74,672
Paul J. Reilly			41,960
Peter S. Brown			24,526
Peter T. Kong			25,002
Andrew S. Bryant			22,742

Retirement Programs and Other Benefits

     In keeping with its total compensation philosophy and in light of the need to provide a total compensation and benefit package that is competitive within the industry, the Compensation Committee believes that the retirement and other benefit programs discussed below are critical elements of the compensation package made available to the Company’s executives.

Qualified Plans

     The Named Executive Officers also participate in the Arrow 401(k) Savings Plan and the ESOP, qualified plans available to all of Arrow’s U.S. employees. Company contributions to the 401(k) plan on behalf of the Named Executive Officers are included under the heading “All Other Compensation” in the Summary Compensation Table and specified under the heading “401(K) Company Contribution” on the All Other Compensation Table. No ESOP contributions

have been made since the 2007 plan year other than the re-allocation of ESOP shares relinquished by terminated employees or employees who resigned.

Supplemental Executive Retirement Plan

     The Company maintains the Arrow Electronics, Inc. Supplemental Executive Retirement Plan (the “SERP”), an unfunded retirement plan in which, as of December 31, 2010, eleven current executives selected by the Board participate. All of the Named Executive Officers participate in the SERP, the details of which are discussed under the heading “Supplemental Executive Retirement Plan.”

Management Life Insurance Plan

     All of the Named Executive Officers participate in Arrow’s Management Life Insurance Plan. In the event of the death of the executive, the Company provides a life insurance benefit to the executive’s named beneficiary equal to four times the executive’s final planned total annual cash compensation.

     Current death benefits for each executive are set forth on the Potential Payouts Upon Termination Table. Premiums paid by the Company on behalf of each executive are included under the heading “All Other Compensation” in the Summary Compensation Table and specified under the heading “Management Insurance Plan” on the All Other Compensation Table.

Employment and Change of Control Agreements

     Employment agreements for senior management are used by the Company to establish key elements of the agreement between the Company and the executive, including the promised minimum periods of employment and the fundamental elements of compensation, as well as the details of the individual arrangement which differ from the Company’s standard plans and programs. The agreements also facilitate the creation of covenants, such as those prohibiting post-employment competition or hiring by executives or limitations on the reasons for which an executive may be terminated without compensation, which would not otherwise be part of the employment relationship.

     Arrow has entered into employment and change of control agreements with each of the Named Executive Officers that are discussed in detail below, in the section entitled “Agreements and Potential Payments upon Termination or Change of Control.” Also detailed in that section are the potential payouts for each of the officers under the variety of potential termination scenarios covered by the agreements. Those potential payouts are part of the total compensation package for each executive reviewed by the Compensation Committee each year.

     None of the employment agreements or change of control agreements include tax gross-up provisions of any kind.

     The Company did not enter into or amend any employment or change of control agreements with any of the Named Executive Officers in 2010.

Stock Ownership Requirements

     The Compensation Committee recognizes the importance of equity ownership by delivering a significant portion of the executives’ total compensation in the form of equity. To further align the interests of our key executives with those of shareholders, we require them to hold specified amounts of Arrow stock. The Named Executive Officers are required to hold Arrow equity valued at a multiple of base salary, as set forth in the following Table. Until specified levels of ownership are achieved, the Named Executive Officers are required to hold 50% of all vested equity-based awards net of estimated taxes.

		Multiple of Base
		Salary
Chief Executive Officer			5X
Other Named Executive Officers			3X

Tax and Accounting Considerations

     A variety of tax and accounting considerations influence the Compensation Committee’s development and implementation of the Company’s compensation and benefit plans. Among them are Section 162(m) of the Internal Revenue Code, which limits to $1 million the amount of non-performance-based compensation that Arrow may deduct in any calendar year for its Chief Executive Officer and the three highest paid Named Executive Officers other than the Chief Financial Officer. Compensation that meets the IRS requirements of “performance-based” is not subject to this limit.

     The Company’s long-term incentive awards described above that were awarded to the Named Executive Officers are designed to meet these requirements so that Arrow can continue to deduct the related expenses. Shareholders have approved the basis for performance goals for awards made to Named Executive Officers.

	•		The annual incentive plan includes a maximum award based on a formula approved by the Compensation Committee to comply with the regulations of Section 162(m). The formula is based on a net income above a pre-established target level and sales divided by net working capital. Once this maximum annual incentive amount was determined, the Compensation Committee exercised negative discretion to reduce the amounts to be paid to Named Executive Officers based on the methodology described above.
	•		PSUs awarded to the Named Executive Officers were subject to performance criteria that required that the Company to achieve 1) an annual net income, as adjusted, greater than zero, in which case a payout percentage of 175% is achieved, which percentage is then reduced by the Compensation Committee’s exercise of negative discretion; 2) a three-year EPS growth as compared to the EPS growth of Arrow’s peer group (Anixter International Inc., Avnet, Inc., Celestica Inc., Flextronics International Ltd., Ingram Micro Inc., Jabil Circuit, Inc., Tech Data Corporation, and WESCO International, Inc.) and adjusted for Arrow’s three-year average return on invested capital in excess of its three-year weighted average cost of capital.
	•		RSUs awarded to the Named Executive Officers were subject to performance criteria that required that the Company achieve an annual net income, as adjusted, greater than zero or they would be canceled.

•

Stock Options awarded to the Named Executive Officers were granted with an exercise price equal to the closing market price of the common stock on the grant date, such that all value realized by the Named Executive Officers upon exercise would be based on share appreciation from the date of grant.

     The Compensation Committee’s policy, in general, is to maximize the tax deductibility of compensation paid to executive officers under Section 162(m). The committee recognizes, however, that in order to effectively support corporate goals, in some instances, compensation may be delivered such that not all amounts may qualify for deductibility. All compensation decisions for executive officers are made with full consideration of the Section 162(m) implications.

     As discussed under the heading “Agreements and Potential Payments Upon Termination or Change of Control,” the Company’s change of control agreements are designed not to exceed the limitations of Section 280G of the Internal Revenue Code in order to maximize the tax deductibility of such payments by the Company. As is also discussed, the Company has modified all of such agreements in order to avoid penalties to executives under Section 409A. The Company’s current policy is not to provide tax gross-ups in the event of a change of control.

COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

Summary Compensation Table

     The following Table provides certain summary information concerning the compensation of the Named Executive Officers for 2010 and, to the extent an officer was a Named Executive Officer in prior years, for 2009 and 2008.

Summary Compensation Table
																										Change in
																										Pension
																		Stock				Non-Equity				Value &				All
														Stock				Option				Incentive				NQDC				Other
						Salary				Bonus				Awards				Awards				Compensation				Earnings				Compensation				Total
		Year				($)				($) (1)				($) (2)				($) (3)				($) (4)				($) (5)				($) (6)				($)
Michael J. Long			2010				800,000				—				2,100,022				693,722				1,500,000				1,216,322				44,581				6,354,647
Chief			2009				666,186				—				2,025,028				579,474				1,198,313				554,737				39,715				5,063,453
Executive Officer			2008				575,000				—				1,213,082				404,654				520,000				450,652				31,069				3,194,457
Paul J. Reilly Executive Vice President, Finance & Operations & Chief Financial Officer			2010				550,000				—				1,125,013				371,643				775,800				611,676				30,724				3,464,856
			2009				514,263				—				1,080,015				310,083				664,276				453,100				30,285				3,052,022
			2008				515,000				20,000				870,677				288,361				342,975				347,122				29,280				2,413,415
Peter S. Brown Senior Vice President & General Counsel			2010				490,000				—				618,747				204,401				517,200				405,190				32,679				2,268,217
			2009				471,154				—				618,774				175,702				459,000				430,980				32,672				2,188,282
			2008				490,000				20,000				528,272				175,627				245,000				266,039				35,911				1,760,849
Peter T. Kong President, Arrow Global Components			2010				500,000				—				675,002				222,986				646,500				180,069				429,255				2,653,812
			2009				442,820				—				645,021				185,420				295,988				289,784				518,665				2,377,698
Andrew S. Bryant President, Arrow Global Enterprise Computing Solutions			2010				425,000				—				600,014				198,209				560,300				172,045				33,677				1,989,245

     Each of the Named Executive Officers has an employment agreement which impacts or defines certain of the elements of the compensation shown above. The material terms of those agreements are discussed below under the heading “Employment Agreements.”

All Other Compensation — Detail

     This Table sets forth each of the elements comprising each Named Executive Officer’s 2010 “All Other Compensation” from the Summary Compensation Table, above.

All Other Compensation
		Perquisites
		Management																401(k) Company
		Insurance Plan				Car				Other				ESOP				Contribution
Name		($)				Allowance($)				($)(1)				($)				($)				Total ($)
Michael J. Long			21,030				10,200				5,896				105				7,350				44,581
Paul J. Reilly			10,983				10,200				2,086				105				7,350				30,724
Peter S. Brown			12,938				10,200				2,086				105				7,350				32,679
Peter T. Kong			24,060				—				399,336				105				5,754				429,255
Andrew S. Bryant			13,566				10,200				3,630				82				6,199				33,677

Grants of Plan-Based Awards

     The following Table provides information regarding the 2010 annual incentives and awards of performance shares and restricted stock in 2010.

Grants of Plan-Based Awards

																																		All Other
																																		Option
																																		Awards:				Exercise
																														All Other Stock				Number of				or Base				Grant Date Fair
						Estimated Possible Payouts Under												Estimated Future Payouts												Awards: Number				Securities				Price of				Value of Stock
						Non-Equity Incentive Plan Awards (1)												Under Equity Incentive Plan Awards (2)												of Shares of				Underlying				Option				and Option
						Threshold				Target				Maximum				Threshold				Target				Maximum				Stock or Units				Options				Awards				Awards
Name		Grant Date				($)				($)				($)				(#)				(#)				(#)				(#)(3)				(#)(4)				($/Sh)				($)(5)
Michael J. Long			2010				200,000				800,000				1,600,000				—				—				—				—				—				—				—
			2/25/10				—				—				—				12,350				49,400				86,450								—				28.34				1,399,996
			2/25/10				—				—				—				—				—				—				24,701				—				28.34				700,026
			2/25/10				—				—				—				—				—				—				—				66,779				28.34				693,722
Paul J. Reilly			2010				112,500				450,000				900,0000				—				—				—				—				—				—				—
			2/25/10				—				—				—				6,616				26,464				46,312				—				—				28.34				749,990
			2/25/10				—				—				—				—				—				—				13,233				—				28.34				375,023
			2/25/10				—				—				—				—				—				—				—				35,775				28.34				371,643
Peter S. Brown			2010				75,000				300,000				600,000				—				—				—				—				—				—				—
			2/25/10				—				—				—				3,639				14,555				25,471				—				—				28.34				412,489
			2/25/10				—				—				—				—				—				—				7,278				—				28.34				206,259
			2/25/10				—				—				—				—				—				—				—				19,676				28.34				204,401
Peter T. Kong			2010				93,750				375,000				750,000				—				—				—				—				—				—				—
			2/25/10				—				—				—				3,970				15,878				27,787				—				—				28.34				449,983
			2/25/10				—				—				—				—				—				—				7,940				—				28.34				225,020
			2/25/10				—				—				—				—				—				—				—				21,465				28.34				222,986
Andrew S. Bryant			2010				81,250				325,000				650,000				—				—				—				—				—				—				—
			2/25/10				—				—				—				3,529				14,114				24,700				—				—				28.34				399,991
			2/25/10				—				—				—				—				—				—				7,058				—				28.34				200,024
			2/25/10				—				—				—				—				—				—				—				19,080				28.34				198,209

Outstanding Equity Awards at Fiscal Year-End

     The Outstanding Equity Table shows: (i) the number of outstanding stock option awards that are vested and unvested; (ii) the exercise price and expiration date of these options; (iii) the aggregate number and value as of December 31, 2010 of all unvested restricted stock; and (iv) the aggregate number and value as of December 31, 2010 of all performance shares or units granted under a performance plan whose performance period has not yet been completed.

     The values ascribed to these awards in the Table below may or may not be realized by their recipients, depending on share prices at the time of vesting or exercise and the achievement of the metrics upon which the performance share awards depend. Each amount on this Table is based on the closing market price of the Company’s common stock on December 31, 2010, which was $34.25. For each Named Executive Officer, the fair value of stock awards and stock option awards at the date of grant, based upon the probable outcome of performance conditions, if applicable, as of the grant date is included in the Summary Compensation Table above. For additional information regarding the impact of a change of control on equity awards, see the section entitled “Stock Option, Restricted Share and Performance Share Award Agreements.”

Outstanding Equity Awards at Fiscal Year-End
Option Awards																		Stock Awards
																														Equity
																														Incentive Plan
																														Awards:								Equity Incentive
																										Market				Number of								Plan Awards:
		Number of				Number of																Number of				Value of				Unearned								Market or Payout
		Securities				Securities																Shares or				Shares or				Shares, Units								Value of Unearned
		Underlying				Underlying																Units of				Units of				or Other								Shares, Units or
		Unexercised				Unexercised				Option				Option								Stock Held				Stock Held				Rights That								Other Rights That
		Options				Options				Exercise				Expiration								That Have				that Have				Have Not Yet								Have Not Yet
		Exercisable				Unexercisable				Price				Date				Stock Award				Not Vested				Not Yet				Vested				Vesting Dates				Vested
		(#)				(#)				($)(1)				(1)				Grant Date				(#)(2)				Vested ($)(2)				(#)(3)				(4)				($)(3)
Michael J. Long			2,500				—				13.85				02/27/2013				—				—				—				—				—				—
			2,750				—				24.60				02/27/2014				—				—				—				—				—				—
			9,000				—				26.90				02/28/2015				—				—				—				—				—				—
			20,000				—				35.59				02/27/2016				—				—				—				—				—				—
			22,500				7,500				38.29				02/28/2017				—				—				—				—				—				—
			17,050				17,050				32.61				03/01/2018				02/29/2008				6,200				212,350				—				(a	)			—
			17,908				53,724				16.82				02/26/2019				02/26/2009				22,295				763,604				—				(b	)			—
			4,583				13,752				23.00				02/26/2019				05/01/2009				5,707				195,465				—				(c	)			—
			—				66,779				28.34				02/25/2020				02/25/2010				24,701				846,009				—				(d	)			—
			—				—				—				—				02/29/2008				—				—				4,017				(a	)			137,582
			—				—				—				—				02/26/2009				—				—				41,626				(b	)			1,425,691
			—				—				—				—				02/26/2009				—				—				29,727				02/26/2011				1,018,150
			—				—				—				—				05/01/2009				—				—				7,609				02/26/2011				260,608
			—				—				—				—				05/01/2009				—				—				10,655				(c	)			364,934
			—				—				—				—				02/25/2010				—				—				49,400				02/26/2013				1,691,950