AMENDMENT NO. 1
                                   TO THE
                        ARROW ELECTRONICS SAVINGS PLAN

          The Arrow Electronics Savings Plan as restated to reflect amendments 
adopted through December 28, 1994 is hereby amended in the following respects:

          1. Effective September 1, 1995, Section 1.21 is restated in its 
entirety to read as follows:

             1.21  Entry Date.  The first day of each January, April, July and 
October.

          2. Effective September 1, 1995, Section 2.1 is restated in its 
entirety to read as follows:

             2.1  In General.  An Eligible Employee who has not previously 
become a member shall become a Member on the Entry Date coincident with or next 
following the later of his twenty-first (21st) birthday or the ninetieth (90th) 
day following his Date of Hire.

          3. Effective September 1, 1995, the following sentence is added 
immediately before the final sentence of Section 7.3:

             No more than two loans may be outstanding at any time.

          4. Effective as though included in the Plan as restated to reflect 
amendments adopted through December 28, 1994, Supplements 4 and 5 are restated 
in their entirety to read as follows:

                                 SUPPLEMENT NO. 4

In connection with the acquisition by Arrow Electronics, Inc. of all of the 
issued and outstanding shares of common stock of Gates/FA Distributing, Inc. 
(the "Gates Acquisition"), the Plan is amended as follows:

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


          S4.2  On or about March 1, 1996, participant accounts in the 
Gates/FA Distributing, Inc. 401(k) Plan (the "Gates Plan") shall, to the extent 
attributable to employee salary deferrals, be transferred to Elective Accounts 
under the Plan.  Other amounts in participant accounts under the Gates Plan 
shall, to the extent not distributed to participants, be transferred to Rollover
Accounts under the Plan.

                               SUPPLEMENT NO. 5


          In connection with the acquisition by Arrow Electronics, Inc. of all 
of the issued and outstanding shares of common stock of Anthem Electronics, Inc.
(the "Anthem Acquisition"), the Plan is amended as follows:


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

S5.2  On or about October 1, 1995, participant accounts in the Anthem 
Electronics, Inc. Salary Savings Plan (the "Anthem Plan") shall, to the extent 
attributable to employee salary deferrals, be transferred to Elective Accounts 
under the Plan.  Other amounts in participant accounts in the Anthem Plan shall,
to the extent not distributed to participants, be transferred to Rollover 
Accounts under the Plan.  Amounts required to be distributed in order to satisfy
nondiscrimination testing of the Anthem Plan for 1995 may be paid from the Plan.


                                         ARROW ELECTRONICS, INC.

                                         By: /s/ Robert E. Klatell
                                             ----------------------
ATTEST:                                      Executive Vice President
   
By: /s/ Wayne Brody
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