Edgar Filing: ARROW ELECTRONICS INC

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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ARROW ELECTRONICS, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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ARROW ELECTRONICS, INC.
50 MARCUS DRIVE
MELVILLE, NEW YORK 11747

ARROW ELECTRONICS LOGO

DANIEL W. DUVAL
CHAIRMAN OF THE BOARD

April 11, 2003

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
Arrow Electronics, Inc., which will be held on Thursday, May 22, 2003 at 11:00
A.M., at the offices of JPMorgan Chase Bank, 270 Park Avenue, New York, New
York. The formal Notice of Annual Meeting and Proxy Statement, fully describing
the matters to be acted upon at the meeting, appear on the following pages.

The matters scheduled to be considered at the meeting are the election of
directors and the ratification of the appointment of Arrow's auditors.

The Board of Directors recommends the approval of the proposals being
presented at the Annual Meeting of Shareholders as being in the best interest of
Arrow. We urge you to read the Proxy Statement and give these proposals your
careful attention before completing the enclosed proxy card.

Your vote is important regardless of the number of shares you own. Please
be sure you are represented at the meeting, whether or not you plan to attend,
by signing, dating and mailing the proxy card promptly. A postage-paid return
envelope is enclosed for your convenience. You may also vote your shares by
touch-tone telephone from the U.S. and Canada by using the toll-free telephone
number on your proxy card.

Sincerely yours,

-s- Daniel W. Duval
Daniel W. Duval
Chairman of the Board

ARROW ELECTRONICS, INC.
50 MARCUS DRIVE
MELVILLE, NEW YORK 11747
------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 22, 2003
------------------------

April 11, 2003

To the Shareholders of
Arrow Electronics, Inc.:

The Annual Meeting of Shareholders of Arrow Electronics, Inc., a New York
corporation ("Arrow"), will be held at the offices of JPMorgan Chase Bank, 270
Park Avenue, New York, New York, on May 22, 2003 at 11:00 A.M., prevailing local
time, for the following purposes:

1. To elect directors of Arrow for the ensuing year.

2. To consider and act upon a proposal to ratify the appointment of Ernst
& Young LLP as Arrow's independent auditors for the fiscal year ending
December 31, 2003.

3. To transact such other business as may properly come before the meeting
or any adjournments thereof.

Only shareholders of record at the close of business on April 2, 2003 are
entitled to notice of and to vote at the meeting or any adjournments thereof.

By Order of the Board of Directors,

Peter S. Brown
Secretary

IMPORTANT
Please complete, sign, and date the enclosed proxy and return it promptly
in the enclosed return envelope which has been provided for your convenience or
vote your shares by touch-tone telephone, whether or not you plan to attend the
meeting. Your prompt response will assure a quorum and reduce solicitation
expense.

ARROW ELECTRONICS, INC.
50 MARCUS DRIVE

MELVILLE, NEW YORK 11747

------------------------

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 22, 2003

------------------------

PROXY STATEMENT

------------------------

This Proxy Statement, mailed to shareholders on April 11, 2003, is
furnished in connection with the solicitation by the Board of Directors of Arrow
Electronics, Inc., a New York corporation ("Arrow" or the "Company"), of proxies
to be voted at the Annual Meeting of Shareholders to be held in New York, New
York on May 22, 2003, and any adjournments thereof, for the purposes set forth
in the accompanying notice. Each proxy will be voted with respect to all shares
represented by it in accordance with the directions specified thereon and
otherwise in accordance with the judgment of the persons designated as proxies.
Any proxy on which no directions are specified will be voted for the election of
directors and in favor of the actions described by the proxy. Any proxy may be
revoked at any time prior to exercise by written notice to the Secretary of
Arrow by the person giving the proxy.

The cost of soliciting proxies will be borne by Arrow. Solicitation of
proxies is being made by Arrow through the mail, in person, and by telephone. In
addition to regular employees of Arrow who may engage in such solicitation,
Arrow has retained D.F. King & Co., Inc. to assist in soliciting proxies at an
anticipated cost of $8,500 plus expenses. Arrow will also request brokers and
other nominees to forward soliciting materials to the beneficial owners of the
stock held of record by such persons and will reimburse such persons for their
expenses in forwarding such materials.

Only shareholders of record of Arrow's common stock at the close of
business on April 2, 2003 are entitled to notice of and to vote at the meeting
or any adjournments thereof. On April 2, 2003, Arrow had outstanding 100,818,021
shares of common stock. Each share of common stock is entitled to one vote.

HOLDERS OF MORE THAN 5% OF COMMON STOCK

The following table sets forth certain information as of April 2, 2003 with
respect to the only shareholders known to management to own beneficially more
than 5% of the outstanding common stock of Arrow.

NAME AND ADDRESS NUMBER OF SHARES PERCENT OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS
------------------- ------------------ ----------

Mutuelles AXA(1)
370, rue Saint Honore
75001 Paris, France 13,832,977 13.7%

Wellington Management Company, LLP(2)
75 State Street
Boston, Massachusetts 02109 11,329,100 11.2%

FMR Corp.(3)
82 Devonshire Street
Boston, Massachusetts 02109 9,196,226 9.1%

Goldman Sachs Asset Management(4)
10 Hanover Square
New York, New York 10005 5,063,395 5.0%

(1) Based upon a Schedule 13G dated February 12, 2003 filed with the Securities
and Exchange Commission by AXA Conseil Vie Assurance Mutuelle, AXA
Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle and AXA Courtage
Assurance Mutuelle, collectively, Mutuelles AXA (insurance companies), AXA
and AXA Financial, Inc. (parent holding companies) and reflects sole
dispositive power with respect to 13,832,977 shares, sole voting power with
respect to 6,849,939 shares, and shared voting power with respect to
1,595,987 shares beneficially owned by Mutuelles AXA. Of such shares,
13,832,977 are beneficially owned by Alliance Capital Management L.P., an
indirect subsidiary of Mutuelles AXA, acquired on behalf of client
discretionary investment advisory accounts.

(2) Based upon a Schedule 13G dated February 14, 2003 filed with the Securities
and Exchange Commission and reflects shared voting power with respect to
1,616,300 shares and shared dispositive power with respect to 11,329,100
shares beneficially owned by Wellington Management Company, LLP, a
registered investment adviser. Of these shares, 10,227,100 or 10.1% of the
Company's outstanding common stock, are beneficially owned by Vanguard
Windsor Funds -- Vanguard Windsor Fund, a registered investment company,
which has sole voting power and shared dispositive power with respect to all
such shares. This information regarding Vanguard Windsor Funds is based upon
a Schedule 13G dated February 13, 2003 filed with the Securities and
Exchange Commission.

(3) Based upon a Schedule 13G dated February 14, 2003 filed with the Securities
and Exchange Commission and reflects sole voting power with respect to
204,739 shares and sole dispositive power with respect to 9,196,226 shares
beneficially owned by FMR Corp., a parent holding company.

(4) Based upon a Schedule 13G dated February 10, 2003 filed with the Securities
and Exchange Commission and reflects sole voting power with respect to
4,022,595 shares and sole dispositive power with respect to 5,063,395 shares
beneficially owned by Goldman Sachs Asset Management, a separate business
unit of The Goldman Sachs Group, Inc., a registered investment advisor.

SHAREHOLDING OF EXECUTIVE OFFICERS AND DIRECTORS

At April 2, 2003, all of the executive officers and directors of Arrow as a
group were the beneficial owners of 7,231,650 shares (7.2%), including 2,847,851
shares held by the Arrow Electronics Stock Ownership Plan of which Robert E.
Klatell, William E. Mitchell, and Paul J. Reilly are the trustees, including
shares allocated to the accounts of the trustees. Pursuant to certain
regulations promulgated by the Securities and Exchange Commission, Messrs.
Klatell, Mitchell, and Reilly may be deemed to have beneficial ownership of
these shares by virtue of their shared power as trustees to vote such shares.
The total also includes 230,000 shares granted under Arrow's Non-Employee
Directors Stock Option Plan (of which 156,000 shares are currently exercisable
and 37,000 shares exercisable within 60 days of this Proxy Statement) and 23,827
common stock units deferred under Arrow's Non-Employee Directors Deferral Plan.

The named executive officers include each of the individuals who served as
Chief Executive Officer during 2002. Francis M. Scricco resigned as Chief
Executive Officer and director in June 2002. Stephen P. Kaufman served as
Chairman of the Board of Directors through June 2002 and then as interim Chief
Executive Officer from June through September 2002. Daniel W. Duval has served
as Chairman of the Board of Directors since June 2002 and served as interim
Chief Executive Officer from September 2002 through February 2003 when William
E. Mitchell was appointed Chief Executive Officer.

The following table sets forth the beneficial ownership of shares of the
Company's common stock by the named executive officers and the directors of
Arrow at April 2, 2003.

STOCK OPTION PLANS RESTRICTED STOCK PLAN SHARES OF % OF
------------------------- --------------------- COMMON STOCK OUTSTANDING
BENEFICIALLY COMMON
OUTSTANDING EXERCISABLE OUTSTANDING VESTED OWNED STOCK
----------- ----------- ----------- ------ ------------ -----------

Daniel W. Duval 85,000 75,000 20,000 20,000 112,598 .1
Stephen P. Kaufman 896,350 896,350 39,275 39,275 935,625 .9
Francis M. Scricco 627,000 627,000 116,243 116,243 743,243 .7
Robert E. Klatell 220,500 175,750 55,005 34,580 3,123,956 3.1
Betty Jane Scheihing 191,000 151,500 24,225 5,825 215,225 .2
Jan Salsgiver 138,000 103,250 44,800 27,825 182,800 .2
Michael J. Long 132,000 93,500 52,267 34,267 184,267 .2
Total executive
officers' and
directors' beneficial
ownership 3,525,987 2,788,237 704,459 408,533 7,231,650 7.2

ELECTION OF DIRECTORS

The entire Board of Directors of Arrow is to be elected, and those persons
elected will hold office until the next Annual Meeting of Shareholders and until
their respective successors shall have been duly elected and qualified. By
resolution of all current directors, the number of directors comprising the
Board from the next Annual Meeting and until such time as it may be changed by
resolution of the then current Board, shall be nine. Proxies solicited hereunder
cannot be voted for more than nine directors. Persons receiving a plurality of
the votes cast at the meeting will be elected directors. Consequently, any
shares not voted (whether by abstention or broker non-votes) have no effect on
the election of directors. Proxies in the enclosed form will be voted for the
election

as directors of the nine nominees named below. Management does not contemplate
that any of the nominees will be unable to serve as a director, but if that
contingency should occur prior to the voting of the proxies, the persons named
in the accompanying proxy reserve the right to substitute another person of
their choice when voting at the meeting or any adjournments thereof. All of the
nominees are currently directors of Arrow and were elected at Arrow's last
Annual Meeting with the exception of Mr. Mitchell, Arrow's new Chief Executive
Officer, who was appointed to the Board in February 2003. Each of the nominees
has consented to serve as a director if elected.

Carlo Giersch and Stephen P. Kaufman are not standing for re-election as
directors. The Chairman and the remaining members of the Board, for themselves
and on behalf of Arrow, express their gratitude to Messrs. Giersch and Kaufman
for their vision, their leadership and their many contributions.

Following are the biographies of the nine nominees:

DANIEL W. DUVAL, age 66, director since 1987.

Chairman of the Board of Arrow since June 2002, interim Chief Executive
Officer from September 2002 to February 2003; Vice Chairman of Robbins &
Myers, Inc., a manufacturer of fluids management systems, from January
1999 to December 1999 and President and Chief Executive Officer and
director for more than five years prior thereto; director of The
Manitowoc Company, Inc., Miller-Valentine Group, and Gosiger, Inc.

Number of Shares of Common Stock Beneficially Owned: 112,598
Percent of Outstanding Stock: .1%

JOHN N. HANSON, age 61, director since 1997.

Chairman of the Board of Joy Global Inc. (formerly Harnischfeger
Industries, Inc.), a manufacturer of mining equipment for both
underground and surface applications, since August 2000, Chief Executive
Officer since May 1999, Vice Chairman from November 1998 to August 2000,
President since June 1996, and Chief Operating Officer from June 1995 to
May 1999; director of Joy Global Inc.

Number of Shares of Common Stock Beneficially Owned: 42,566
Percent of Outstanding Stock: --%

ROGER KING, age 62, director since 1995.

Retired; Chief Executive Officer of Sa Sa International Holdings
Limited, a retailer of cosmetics from August 1999 to May 2002; Executive
Director of Orient Overseas (International) Limited, an investment
holding company, with investments principally in integrated
containerized transportation businesses, for more than five years ending
May 2002.

Number of Shares of Common Stock Beneficially Owned: 41,359
Percent of Outstanding Stock: --%

ROBERT E. KLATELL, age 57, director since 1989.

Executive Vice President; Secretary of Arrow for more than five years
ending May 2002; General Counsel for more than five years ending
September 2001.

Number of Shares of Common Stock Beneficially Owned: 3,123,956
Percent of Outstanding Stock: 3.1% (1)

KAREN GORDON MILLS, age 49, director since 1994.

Managing Director of Solera Capital LLC, a venture capital fund, since
August 1999; President of MMP Group, Inc., a private equity advisory
firm, for more than five years; director of The Scotts Company, Latina
Media Ventures, LLC, and Annie's Homegrown, Inc.

Number of Shares of Common Stock Beneficially Owned: 46,319
Percent of Outstanding Stock: --%

WILLIAM E. MITCHELL, age 59, director since 2003.

President and Chief Executive Officer of Arrow Electronics, Inc. since
February 2003; Executive Vice President of Solectron Corporation and
President, Solectron Global Services, Inc., a provider of
post-manufacturing services, from 1999 to 2002; and Chairman, President
and Chief Executive Officer of Sequel, Inc., a computer services
outsourcing company, from 1995 to 1999; director of Rogers Corporation.

Number of Shares of Common Stock Beneficially Owned: 3,097,851
Percent of Outstanding Stock: 3.1% (1)

BARRY W. PERRY, age 56, director since 1999.

Chairman of the Board and Chief Executive Officer of Engelhard
Corporation, an environmental technology, specialty chemical, and
engineered materials company, since January 2001, President and Chief
Operating Officer from January 1997 to December 2000.

Number of Shares of Common Stock Beneficially Owned: 34,285
Percent of Outstanding Stock: --%

(1) Includes 2,847,851 shares held by the Arrow Electronics Stock
Ownership Plan of which Messrs. Klatell and Mitchell are trustees.

RICHARD S. ROSENBLOOM, age 70, director since 1992.

David Sarnoff Professor of Business Administration at Harvard Business
School for more than five years prior to July 1998 and Professor
Emeritus subsequent thereto.

Number of Shares of Common Stock Beneficially Owned: 39,650
Percent of Outstanding Stock: --%

JOHN C. WADDELL, age 65, director since 1969.

Retired; Vice Chairman of the Board of Arrow for more than five years,
Chairman of the Board until May 1994.

Number of Shares of Common Stock Beneficially Owned: 33,576
Percent of Outstanding Stock: --%

For non-employee directors, the number of shares beneficially owned
includes shares owned individually, options to purchase shares granted under
Arrow's Non-Employee Directors Stock Option Plan, and common stock units
deferred under Arrow's Non-Employee Directors Deferral Plan. For employee
directors, the number of shares beneficially owned includes shares owned
individually, options to purchase shares granted under Arrow's Stock Option
Plan, and shares awarded under Arrow's Restricted Stock Plan, and with respect
to Messrs. Klatell and Mitchell, shares held by Arrow's Stock Ownership Plan.

COMMITTEES OF THE BOARD

The audit committee of the Board of Directors consists of Mr. Rosenbloom,
Mr. Hanson, Mrs. Mills, Mr. Perry, and Mr. Waddell. The audit committee reviews
Arrow's financial reporting process and evaluates and reviews such matters as
Arrow's accounting policies, reporting practices, internal audit function, and
internal accounting controls. The committee also reviews the scope and results
of the audit conducted by Arrow's independent auditors and monitors their
independence.

The compensation committee of the Board of Directors consists of Mr. Perry,
Mr. King, and Mrs. Mills. Mr. Duval was a member until June 2002. The
compensation committee determines the salary of the Chief Executive Officer,
implements the 1999 Performance Bonus Plan, reviews and approves the
compensation of other senior managers, advises the Board of Directors generally
with regard to other compensation and employee benefit matters, collects
information in connection with the evaluation of the performance of the Chief
Executive Officer, and approves stock option and restricted stock awards.

The corporate governance committee of the Board of Directors consists of
Mr. Hanson, Mr. King, and Mr. Rosenbloom. Mr. Duval was a member until June
2002. Shareholder recommendations for nominees for membership on the Board of
Directors will be considered by the corporate governance committee. Such
recommendations may be submitted to the Secretary of Arrow, who will forward
them to the corporate governance committee. The corporate governance committee
has primary responsibility for developing the corporate governance guidelines
for Arrow and for making recommendations with respect to committee assignments.

The charitable contributions committee of the Board of Directors consists
of Mr. Waddell and Mr. Klatell, with Mrs. Scheihing as Secretary. The committee
focuses on three areas: education;

healthcare, including medical research and human services; and the environment.
The committee reviews community and civic programs and services in these areas
and approves the charitable contributions to be made by the Company.

Under Arrow's corporate governance guidelines, the independent directors
meet at least twice a year in executive session; once under the guidance of the
chairman of the compensation committee to evaluate the performance of the Chief
Executive Officer and once under the guidance of the chairman of the corporate
governance committee to discuss senior management development and succession.
During 2002, there were eleven meetings of the independent directors.

During 2002 there were eight meetings of the Board of Directors, eight
meetings of the audit committee, ten meetings of the compensation committee,
five meetings of the corporate governance committee, and one meeting of the
charitable contributions committee. All directors attended 75% or more of the
meetings of the Board of Directors and the committees on which they served.

REPORT OF THE AUDIT COMMITTEE

The audit committee reviews Arrow's financial reporting process on behalf
of the Board of Directors. The audit committee is composed of five independent
directors and operates under a written charter adopted by the Board of
Directors. A copy of the committee's charter was attached to the Company's 2001
proxy statement. No member of the audit committee is employed by or has any
material relationship with the Company. Management has the primary
responsibility for preparing the financial statements and the reporting process,
including Arrow's systems of internal controls. In fulfilling its oversight
responsibilities, the audit committee reviewed the audited financial statements
in the 2002 Annual Report on Form 10-K with management, including a discussion
of the quality, not just the acceptability, of the accounting principles, and
the clarity of financial statement disclosures.

The independent auditors are responsible for expressing an opinion on the
conformity of these audited financial statements with generally accepted
accounting principles. The audit committee reviewed with the independent
auditors their judgments as to the quality and the acceptability of Arrow's
financial reporting and such other matters as are required to be discussed with
them under generally accepted auditing standards. In addition, the audit
committee received from and discussed with the independent auditors the written
disclosure required by Independence Standards Board Standard No. 1
("Independence Discussions with Audit Committees") and considered the
compatibility of non-audit services rendered to Arrow with the auditors'
independence. The audit committee also discussed with the independent auditors
those matters required to be considered by Statement on Auditing Standards No.
61 ("Communication with Audit Committees").

The audit committee also discussed with the independent auditors and
Arrow's operating controls (internal audit) group the overall scope and plans
for their respective audits. The audit committee periodically met with the
independent auditors and the operating controls (internal audit) group, 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 of Directors that the audited financial statements be
included in the Annual Report on Form 10-K for the fiscal year ended December
31, 2002 for filing with the Securities and Exchange Commission.

Richard S. Rosenbloom, Chairman
John N. Hanson
Karen Gordon Mills
Barry W. Perry
John C. Waddell

PRINCIPAL ACCOUNTING FIRM FEES

The aggregate fees billed by Arrow's principal accounting firm, Ernst &
Young LLP, for professional services rendered for the audits of the annual
financial statements included in the Forms 10-K and the reviews of the quarterly
financial statements included in the Forms 10-Q for each of the last two fiscal
years are set forth in the table below. Also set forth for each year are fees
charged in connection with other audit related services, principally statutory
audits, acquisition support, registration statements, and fees related to tax
services. Ernst & Young LLP did not provide services related to financial
information systems design or implementation. The audit committee has determined
that the provision of the non-audit services described above is compatible with
maintaining Ernst & Young LLP's independence.

2002 2001
---- ----

Audit fees $1,776,100 $1,839,100
Audit-related fees 455,900 177,200
Tax fees 3,204,588 1,610,999
All other fees -- --
---------- ----------
$5,436,588 $3,627,299
========== ==========

EXECUTIVE COMPENSATION AND OTHER MATTERS

SUMMARY COMPENSATION TABLE

The following table provides certain summary information concerning the
compensation for the past three years of the Chief Executive Officer and each of
the other four most highly compensated executive officers of the Company (the
"named executive officers"). Following Mr. Scricco's resignation, Messrs.
Kaufman and Duval each served as interim Chief Executive Officer.

LONG-TERM
COMPENSATION
AWARDS(1)
ANNUAL COMPENSATION(1) -----------------------
----------------------------------------------- RESTRICTED SECURITIES
NAME AND OTHER ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY(2) BONUS COMPENSATION(3) AWARDS(4) OPTIONS COMPENSATION(5)
------------------ ---- --------- ---------- --------------- ---------- ---------- ---------------

Daniel W. Duval, 2002 $466,667 $ 466,667 $ 91,933 $277,000 54,000 $ 45,025
Chairman and Interim 2001 -- -- -- -- -- --
Chief Executive Officer(6) 2000 -- -- -- -- -- --

Stephen P. Kaufman, 2002 331,730 250,000 112,150 306,300 120,000 596,773
Chairman and Interim 2001 482,050 -- 123,014 -- 17,000 10,200
Chief Executive Officer(7) 2000 700,000 1,100,000 29,476 -- -- 10,200

Francis M. Scricco, 2002 318,587 -- 216,211 -- -- 728,167
President and Chief 2001 674,870 -- 179,372 264,500 123,000 10,200
Executive Officer(8) 2000 600,000 900,000 211,921 258,500 280,000 10,200

Robert E. Klatell, 2002 468,011 440,000 42,899 142,655 12,500 11,500
Executive Vice 2001 472,409 -- 50,459 158,700 28,000 10,200
President 2000 470,000 453,000 48,212 193,875 15,000 10,200

Betty Jane Scheihing, 2002 411,377 190,000 106,926 142,655 12,500 11,500
Senior Vice President 2001 415,101 -- 115,247 140,185 23,500 10,200
2000 385,000 332,000 111,139 129,250 12,500 10,200

Jan Salsgiver, 2002 344,294 175,000 40,608 131,575 10,000 11,500
President, North American 2001 337,435 -- 54,748 126,960 23,000 10,200
Components 2000 345,000 384,000 47,530 116,325 10,000 10,200

Michael J. Long, 2002 315,191 385,000 31,299 131,575 10,000 11,500
President, North American 2001 318,153 -- 34,805 145,475 28,000 10,200
Computer Products 2000 310,000 100,000 57,106 142,175 10,000 10,200

(1) For both compensation and stock awards, all amounts are shown for the period
with respect to which they were earned, and without regard to the period in
which they were actually paid or awarded.

(2) Includes amounts deferred under retirement plans.

(3) Includes reimbursement of a portion of the tax liability incurred as a
result of the vesting of restricted stock awards and auto allowance, if any.
Also includes the incremental cost of the personal use of aircraft in which
the Company owns fractional interests principally to facilitate commutation
by the executives between their homes and Company headquarters; by Mr.
Duval, in connection with his service as interim Chief Executive Officer, at
an aggregate cost of $91,933 (2002); by Mr. Kaufman at an aggregate cost of
$66,940 for 2002, including with respect to his service as interim Chief
Executive Officer, and for 2001 $110,950; by

Mr. Scricco in the amounts of $14,668 (2002), $32,531 (2001), and $12,552
(2000); by Mrs. Scheihing in the amounts of $73,561 (2002), $63,149 (2001),
and $45,959 (2000); and by Ms. Salsgiver in the amounts of $7,906 (2002),
$16,409 (2001), and $4,697 (2000). Does not include $20,656 paid to Mr. Long
in 2001 as reimbursement for additional expenses incurred in connection with
his relocation, and a reimbursement of a tax liability in the amount of
$1,128 associated therewith.

(4) For each year, includes the fair market value as of the date of grant of the
restricted stock awarded in respect of employment during that year. All such
awards vest in four annual installments of 25%, beginning one year after
grant or upon retirement. As of December 31, 2002, before the awards granted
in respect of employment during 2002, the aggregate number and value of
unvested restricted stock awards held by Mr. Klatell, Mrs. Scheihing, Ms.
Salsgiver and Mr. Long were 16,000 ($204,640), 12,925 ($165,311), 12,050
($154,120), and 13,000 ($166,270), respectively.

(5) For 2002, includes a contribution by Arrow of $6,000 ($5,100 in 2001 and
2000) to the Arrow Electronics Stock Ownership Plan and a matching
contribution by Arrow of $5,500 ($5,100 in 2001 and 2000) to the Arrow
Electronics Savings Plan.

(6) "All Other Compensation" includes $31,575 of fees received by Mr. Duval as a
non-employee director and $7,950 of fees deferred by Mr. Duval pursuant to
the terms of the Arrow Non-Employee Directors Deferral Plan (see "Directors'
Compensation," page 16). "Securities Underlying Options" include 50,000
shares granted under the Arrow Stock Option Plan and 4,000 shares granted
under the Arrow Non-Employee Directors Stock Option Plan.

(7) "All Other Compensation" includes $89,440 received under Arrow's
Supplemental Executive Retirement Plan (see "Unfunded Pension Plan" on page
18) and a $350,000 bonus and fees of $145,833 paid under the consulting
agreement of which a description follows. Mr. Kaufman was Chief Executive
Officer through June 2000 and interim Chief Executive Officer from June 2002
to September 2002. In June 2002, Mr. Kaufman entered into a consulting
agreement with Arrow pursuant to which Mr. Kaufman will be available to
provide consulting services to Arrow over a five-year consulting period, in
consideration of which, and also in consideration of his seven-year
non-competition, non-solicitation and no-hiring commitment contained in the
same agreement, Mr. Kaufman received a one-time bonus of $350,000 and will
receive fees of $500,000 per year for each of the first two years and
$440,000 per year for each of the following three years. Thereafter, Mr.
Kaufman will receive a lifetime benefit of $283,000 per year. Mr. Kaufman
will be provided with an office and secretary during the consulting period.
All of Mr. Kaufman's outstanding options vested, and any restrictions on his
restricted stock lapsed, upon Mr. Kaufman's retirement as an Arrow employee
in September 2002.

(8) Compensation with respect to 2002 includes amounts paid under a June 2002
agreement in connection with Mr. Scricco's resignation which provided for
separation payments to him of $111,111 per month through June 2004 and a
one-time payment of $50,000 in respect of certain transitional expenses,
both of which are included under "All Other Compensation" in the table; the
accelerated vesting of those stock options and restricted stock grants
retained by Mr. Scricco that would have vested prior to July 2004, and the
forfeiture of those options and grants that would have vested after June
2004; and a one-time payment of $200,000 in respect of the revocation of
23,000 employee stock options previously granted to Mr. Scricco (which is

not reflected in the compensation table). Commencing at age 60, Mr. Scricco
is to receive a lifetime annual Supplemental Executive Retirement Plan
benefit of $164,978. Compensation with respect to 2000 does not include
$83,356 paid to Mr. Scricco as reimbursement for additional expenses
incurred in connection with his relocation to Arrow's headquarters or the
value of restricted stock awards ($486,523) granted to Mr. Scricco to
compensate him for the loss on the sale of his home as part of his
relocation. "Securities Underlying Options" for 2000 includes 230,000
options granted to Mr. Scricco in recognition of his appointment as Chief
Executive Officer.

STOCK OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information on option grants made during 2002
and early 2003 to each of the named executive officers in respect of employment
during 2002.

INDIVIDUAL GRANTS
---------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM(3)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
NAME GRANTED(1) FISCAL YEAR ($/SH)(2) DATE 5% 10%
---- ---------- ------------ ----------- ---------- ------------ ------------

Daniel W. Duval 50,000 3.5 $20.42 2/28/06 $ 160,935 $ 337,951
Stephen P. Kaufman 120,000 8.5 20.42 9/15/05 386,244 811,082
Francis M. Scricco -- -- -- -- -- --
Robert E. Klatell 12,500 0.9 13.85 2/27/13 108,878 275,916
Betty Jane Scheihing 12,500 0.9 13.85 2/27/13 108,878 275,916
Jan Salsgiver 10,000 0.7 13.85 2/27/13 87,102 220,733
Michael J. Long 10,000 0.7 13.85 2/27/13 87,102 220,733
Various
All optionees 1,414,650 100 14.77 through 13,140,401 33,300,296
2013

(1) Under the terms of the Arrow Stock Option Plan, Mr. Duval's grant vested in
its entirety upon his retirement as interim Chief Executive Officer and
expires three years from the retirement date. Mr. Duval remains as a
non-employee Chairman of the Board. The "Number of Securities Underlying
Options Granted" excludes 4,000 shares granted under the Non-Employee
Directors Stock Option Plan. Mr. Kaufman's grant vested in its entirety upon
his retirement and expires three years from his retirement date. All other
grants become exercisable in four annual installments, commencing on the
first anniversary of the date of grant, and expire 10 years after the date
of the grant.

(2) All at fair market value at date of grant.

(3) Represents gain that would be realized assuming the options were held for
the entire option period and the stock price increased at annual compounded
rates of 5% and 10%. These amounts represent assumed rates of appreciation
only. Actual gains, if any, on stock option exercises and common stock
holdings will be dependent on overall market conditions and on the future
performance of the Company and its common stock. There can be no assurance
that the amounts reflected in this table will be achieved.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES

The following table provides information concerning the exercise of stock
options during 2002 by a named executive officer and the number and year-end
value of the unexercised stock options of each of the named executive officers.

NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT IN-THE-MONEY
FISCAL OPTIONS AT
SHARES YEAR-END FISCAL YEAR-END(2)
ACQUIRED -------------- ------------------
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED(1) UNEXERCISABLE UNEXERCISABLE
---- -------- ----------- -------------- ------------------

Daniel W. Duval -- -- 25,000/60,000 --/--
Stephen P. Kaufman(3) 65,650 698,979 896,350/-- --/--
Francis M. Scricco -- -- 627,000/-- --/--
Robert E. Klatell -- -- 161,250/46,750 --/--
Betty Jane Scheihing -- -- 139,375/39,125 --/--
Jan Salsgiver 10,000 131,440 92,500/35,500 --/--
Michael J. Long -- -- 81,500/40,500 --/--

(1) Represents the difference between the fair market value of the shares at
date of exercise and the exercise price multiplied by the number of options
exercised.

(2) No outstanding options have an exercise price below the year-end share price
of $12.79.

(3) Represents planned exercises and sales pursuant to a "10b5-1" pre-planned
trading program.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

A primary role of the compensation committee is to oversee compensation
practices for Arrow's senior executive officers. The committee's
responsibilities include reviewing the salaries, benefits, and other
compensation of Arrow's senior managers and making recommendations to the full
Board of Directors with respect to these matters. The committee is comprised
entirely of Board members who are independent, non-employee directors of the
Company.

The committee's primary objective in establishing compensation programs and
levels for Arrow's key executive officers is to support Arrow's goal of
maximizing the value of shareholders' interests in Arrow. To achieve this
objective, the committee believes it is necessary to:

-- Set levels of base compensation that will attract and retain superior
executives in a highly competitive environment.

-- Encourage long-term decision-making that enhances shareholder value by
emphasizing grants of stock options and restricted stock, thereby
creating a direct link between shareholder value creation and executive
compensation.

-- Provide incentive compensation that varies directly with both Company
performance and individual contribution to that performance.

COMPONENTS OF COMPENSATION

Base Salary

The committee annually reviews each executive officer's base salary. The
factors which influence committee determinations regarding base salary include
prevailing levels of pay among executives of the companies in the peer group
reflected in the graph on page 16, and of similar companies in other industries
from which Arrow recruits executives. Additional factors include internal pay
equity considerations, level of responsibilities, prior experience, breadth of
knowledge, and job performance.

In conducting its salary deliberations, the committee does not strictly tie
senior executive base pay to a defined competitive standard. Rather, the
committee elects to maintain flexibility so as to permit salary recommendations
that best reflect the individual contributions made by the Company's top
executives. Each of the named executive officers, except for Mr. Duval, has or
had an employment agreement, which provides for a minimum base salary. See page
17 for a description of these employment agreements.

In light of industry conditions, in September 2001 the Company initiated a
salary reduction plan as one of a number of cost-saving measures. Pursuant to
this plan, North American employees earning between $30,000 and $74,999 per year
had compensation reduced by 4.6%; those earning between $75,000 and $149,999 had
reductions of 7.7%; and those earning $150,000 or more had reductions of 10.8%.
The salary reduction plan ended in February 2002, except for those employees
earning more than $75,000 per year, with respect to whom the program concluded
in May 2002. Accordingly, none of the named executives received the entire
amount of their base salaries in 2001 or 2002.

Annual Incentives -- 1999 Performance Bonus Plan

Arrow's 1999 Performance Bonus Plan, a five-year plan, amended and restated
in 2000, and approved by shareholders, provides for a performance-based bonus
for Arrow's Chief Executive Officer and up to four additional officers, at the
discretion of the committee. The maximum bonus to be awarded is determined by a
formula based upon net income and the utilization of net working capital. The
purpose of the plan is to enable Arrow to motivate the participants to achieve
strategic, financial and operating objectives, and to reward contributions
towards improvement in financial performance as measured by the level of net
income and the ratio of sales to average net working capital of Arrow. The plan
sets forth a pre-established bonus formula based upon annual performance goals,
which establishes the maximum bonus that may be paid each year. The committee
has the discretion to determine the actual amount of the bonus to be paid, which
amount may not exceed the maximum bonus calculated under the bonus formula.

Targets under the 1999 Performance Bonus Plan for Mr. Kaufman and Mr. Duval
could not be set in light of the timing of Mr. Scricco's resignation and the
limited duration of their respective interim tenures. As a result, the committee
established fixed bonus amounts based on its review of the specific
contributions each made during his tenure. In addition to Mr. Kaufman's service
as Chairman until June 2002, both Mr. Kaufman and Mr. Duval played integral
roles during an important transitional period for the company. They effectively
directed the implementation of the Company's strategic operating plans,
generating results which met or exceeded financial expectations; addressed
difficult market conditions with the development and implementation of plans to
reduce

operating expenses; and were the leaders of the critical process of recruiting a
new Chief Executive Officer for the Company which was successfully concluded
within an aggressive time frame. Based upon these factors, the committee awarded
a bonus to Mr. Kaufman of $250,000. The committee awarded a bonus to Mr. Duval
of $700,000, of which $466,667 was in respect of 2002 and $233,333 in respect of
2003.

Annual Incentive -- Management Incentive Compensation Plan

Each year, for executive officers of Arrow not covered by the Performance
Bonus Plan, management, in consultation with the committee, establishes
short-term financial goals which relate to one or more indicators of corporate
financial performance. For 2002, the short-term incentive award opportunity was
contingent upon Arrow attaining specified levels of profitability and asset
utilization.

Incentive targets are established for participating executives under the
Management Incentive Compensation Plan ("MICP") based on the participant's level
and breadth of responsibility, potential contribution to the success of the
Company, and competitive considerations. The participant's actual award is
determined at the end of the year based on Arrow's actual performance against
the predetermined financial goals, as well as the attainment of specific
individual goals and contributions to Arrow's success.

For 2002, the level of achievement by the participating named executive
officers ranged between 61% and 143% of the targets established under the MICP.
The MICP awards for participating named executive officers averaged 87% of their
respective targets.

Long-Term Incentives

Arrow reinforces the importance of producing satisfactory returns to
shareholders over the long-term through the operation of its Stock Option Plan
and its Restricted Stock Plan, each of which was approved by Arrow's
shareholders. Stock options and restricted stock awards provide executives with
the opportunity to acquire an equity interest in Arrow and align their interests
with those of the shareholders.

Option exercise prices are equal to the fair market value of Arrow's shares
on the date of the option grant and are exercisable in four annual installments.
This ensures that participants will derive benefits only as shareholders realize
corresponding gains over an extended time period. Options have a maximum term of
10 years.

Restricted stock is granted to participants in order to help foster a
shareholder perspective among the participants. A long-term focus is encouraged
and executive retention is reinforced through the four-year vesting schedule to
which shares of restricted stock are subject.

Each year, the committee reviews the history of the stock option and
restricted stock awards and makes grant decisions based on the committee's
assessment of each individual executive's contribution and performance during
the year and on competitive compensation practices in comparable companies in
those industries from which Arrow recruits its executives.

Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee are present or former
employees of the Company, or have any direct or indirect material interest in or
a relationship with the Company other than the stock holdings discussed herein
and related to their director positions. There were no compensation committee
interlocks or insider (employee) participation in 2002.

SUMMARY

Each year, the Board of Directors and the committee review all elements of
cash and non-cash compensation paid to executive officers of Arrow. The
committee manages all elements of executive pay in order to ensure that pay
levels are consistent with Arrow's compensation philosophies. In addition, the
Board of Directors and the committee administer Arrow's long-term executive
compensation programs to ensure that Arrow's objectives of linking executive pay
to improved financial performance and increased shareholder value continue to be
fostered.

Barry W. Perry, Chairman
Roger King
Karen Gordon Mills

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG ARROW ELECTRONICS, INC., S&P 500 STOCK INDEX AND
PEER COMPANIES GROUP

The following graph compares the performance of Arrow for the periods
indicated with the performance of the Standard & Poor's 500 Stock Index and the
average performance of a group consisting of Arrow's peer corporations on a
line-of-business basis. The peers making up the Electronics Distributor Index
are Avnet, Inc., Bell Microproducts, Inc., and Pioneer-Standard Electronics,
Inc. The graph assumes $100 invested on December 31, 1997 in Arrow, the S&P 500
Stock Index, and the peer companies group. Total return indices reflect
reinvested dividends and are weighted on a market capitalization basis at the
time of each reported data point.

(LINE GRAPH)

ELECTRONICS DISTRIBUTOR
ARROW INDEX S&P 500 STOCK INDEX
----- ----------------------- -------------------

1997 100 100 100
1998 82 89 127
1999 78 93 151
2000 88 71 136
2001 92 81 118
2002 39 37 91

---------------------------------------------------------------------------------------------------
1997 1998 1999 2000 2001 2002
---------------------------------------------------------------------------------------------------

Arrow 100 82 78 88 92 39
Electronics Distributor Index 100 89 93 71 81 37
S&P 500 Stock Index 100 127 151 136 118 91

DIRECTORS' COMPENSATION

The members of the Board of Directors who are not employees receive an
annual fee of $40,000 for the term expiring in May 2003 and a fee of $1,500 for
each Board of Directors or committee meeting attended. Each non-employee
director serving as chairman of any committee receives an additional annual fee
of $3,000. In light of industry conditions, the non-employee directors elected
to participate in the Company's salary reduction efforts by reducing their
annual fee by the same percentage as the named executive officers. As Chairman,
Mr. Duval will receive an additional fee of $50,000 per month for March and
April 2003, and thereafter will receive an additional fee at the rate of
$200,000 per year.

Under the Arrow Non-Employee Directors Stock Option Plan, each non-employee
director joining the Board of Directors receives an option to purchase 15,000
shares of Arrow common stock having an exercise price equal to the fair market
value of the underlying common stock on the date of grant. Pursuant to such
plan, on the date following each Annual Meeting of Shareholders, each
non-employee director then serving on the Board of Directors will receive, under
the plan, an option to purchase 4,000 shares of Arrow common stock having an
exercise price equal to the fair market value of the underlying common stock on
the date of grant.

Under the Arrow Non-Employee Directors Deferral Plan, a percentage of the
annual retainer payable to each non-employee director may be withheld by Arrow
and paid upon the non-employee director's termination from the Board of
Directors. Unless a non-employee director makes a contrary election, 50 percent
of the non-employee director's annual retainer fee will be deferred under the
plan. Each non-employee director may elect a different percentage or elect not
to defer any portion of his or her annual retainer fee. Amounts that are
deferred under the plan will be converted into phantom stock units of Arrow
common stock and the phantom stock units will be credited to a record keeping
account in the name of the non-employee director. Until the time that the
phantom stock units are paid out, the non-employee director's account will be
adjusted to reflect any dividends paid on Arrow common stock. Upon the
termination of service on the Board of Directors, each whole phantom stock unit
credited to the non-employee director's account will be converted into one share
of common stock and each fractional phantom stock unit will be converted into
cash.

EMPLOYMENT AGREEMENTS

In February 2003, Mr. Mitchell entered into an employment agreement with
Arrow terminating January 2006, which is subject to renewal from year to year
unless either Arrow or Mr. Mitchell elects not to renew. The employment
agreement provides for a minimum base salary of $750,000 a year.

In June 2002, Mr. Kaufman's consulting agreement (see note 7 on page 10)
was amended to provide for his employment as interim Chief Executive Officer
with a base salary at a rate of $500,000 per year. The amendment also provided
for Mr. Kaufman's retirement in September 2002 and the commencement of his
coverage under Arrow's SERP, as defined below.

Mr. Klatell has an employment agreement with Arrow terminating January
2004. The employment agreement provides for a minimum base salary of $425,000
per year.

Mrs. Scheihing has an employment agreement with Arrow terminating June
2003, which provides for a minimum base salary of $460,000 per year.

Ms. Salsgiver has an employment agreement with Arrow terminating December
2004, which is subject to renewal from year to year unless either Arrow or Ms.
Salsgiver elects not to renew. The employment agreement provides for a minimum
base salary of $300,000 per year.

Mr. Long has an employment agreement with Arrow terminating December 2004,
which is subject to renewal from year to year unless either Arrow or Mr. Long
elects not to renew. The employment agreement provides for a minimum base salary
of $330,000 per year.

Arrow has entered into agreements with each of the named executive
officers, other than Mr. Duval, which provide for payments of three times their
annualized includible compensation and continuation for up to three years of
their benefits if their employment is terminated by the Company (other than for
cause approved by three-fourths of the directors then serving), if their
responsibili-

ties or base salaries are materially diminished, or if certain other adverse
changes occur within 24 months following a change of control of Arrow. The
amounts payable pursuant to such agreements to the named executive officers
(other than Mr. Klatell) will be reduced, if necessary, to avoid excise tax
under Section 4999 of the Code.

UNFUNDED PENSION PLAN

Arrow maintains an unfunded Supplemental Executive Retirement Plan (the
"SERP") under which the Company will pay supplemental pension benefits to
certain employees upon retirement. There are 21 current and former corporate
officers participating in this plan. The Board of Directors determines those
employees who are eligible to participate in the SERP.

In 2002, Arrow amended the plan to provide for the pension benefits to be
based on a percentage of average final compensation, based on years of
participation in the SERP, rather than following the prior practice of a fixed
dollar amount per year of service or in certain instances the Board of Directors
determining the annual benefit. As amended, the SERP permits early retirement,
with payments at a reduced rate, based on age and years of service subject to a
minimum retirement age of 55 (formerly 50). Participants whose accrued rights
under the SERP prior to this amendment would have been adversely affected by the
amendment will continue to be entitled to such greater rights. In addition, if
there is a change of control of Arrow within 24 months after such change and the
employment of a participant, who is at least age 50, is involuntarily terminated
other than for cause or disability, or such participant terminates employment
for good reason, the participant will receive the annual pension accrued through
the date of termination commencing at age 60. Previously this would have
resulted in the payment of the full pension amount commencing immediately.

Participating named executive officers who have not yet retired will, at
normal retirement age under the plan (generally, age 60), receive annual
benefits estimated as follows: Mr. Klatell, $298,035; Mrs. Scheihing, $269,734;
Ms. Salsgiver, $438,950; and Mr. Long, $501,648.

CERTAIN TRANSACTIONS

Spoerle Electronic GmbH, a wholly owned subsidiary of the Company, leases
certain of its premises from a partnership in which Mr. Giersch's wife, directly
or indirectly, has the entire beneficial interest, and paid aggregate rentals of
2,998,000 euros ($2,826,000 based on the average exchange rate during 2002) to
the partnership during 2002. The Company believes that such rentals are at fair
market value. Pursuant to a consulting contract with Arrow Europe dated June 30,
2001, and terminable by either party upon six months notice, FLC Consulting
GmbH, a corporation in which Mr. Giersch has, directly or indirectly, the entire
beneficial interest, received 377,000 euros ($355,000 based on the average
exchange rate during 2002). In addition, Mr. Giersch received 357,000 euros
($337,000 based on the average exchange rate during 2002) as indemnification for
the tax consequences to him of a tax audit of the predecessor to Spoerle
Electronic GmbH.

In June 2002, Mr. Kaufman entered into a consulting agreement with the
Company, which is described more fully at note 7 on page 10 hereof.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Arrow's
officers and directors and persons who own more than ten percent of a registered
class of Arrow's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Arrow believes that
during fiscal year 2002 its officers and directors complied with all applicable
Section 16(a) filing requirements, except that one report, regarding a single
transaction, was filed late by Mrs. Scheihing. Further, the Company and its
counsel did not advise Mr. Duval, Mr. Hanson, Mr. King, Mrs. Mills, and Mr.
Perry that the grant of phantom stock units under the Non-Employee Directors
Deferral Plan was an event requiring a filing under Section 16(a) and therefore
filings regarding such grants were not made. A Form 5 reporting all quarterly
grants under the plan to the non-employee directors for the period August 1997
through August 2002 was filed with the Securities and Exchange Commission and
the New York Stock Exchange in September 2002.

APPROVAL OF APPOINTMENT OF AUDITORS

The shareholders will be asked to ratify the appointment of Ernst & Young
LLP as Arrow's independent auditors for 2003. 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 such representatives will be
available to answer appropriate inquiries raised at the meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF SUCH APPOINTMENT.

SUBMISSION OF SHAREHOLDER PROPOSALS

Arrow anticipates that the next Annual Meeting of Shareholders will be held
on or about May 20, 2004. If a shareholder intends to present a proposal at
Arrow's Annual Meeting of Shareholders to be held in 2004 and seeks to have the
proposal included in Arrow's Proxy Statement relating to that meeting, pursuant
to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, the proposal
must be received by Arrow no later than the close of business on December 13,
2003. If a shareholder wishes to present a matter at Arrow's Annual Meeting of
Shareholders to be held in 2004 that is outside of the processes of Rule 14a-8,
the proposal must be received by Arrow no later than the close of business on
March 1, 2004. After that date, the proposal will be considered untimely and
Arrow's proxies will have discretionary voting authority with respect to such
matter.

OTHER MATTERS

Management does not expect any matters to come before the meeting other
than those to which reference is made in this Proxy Statement. However, if any
other matters should properly come before the meeting, it is intended that
proxies in the accompanying form will be voted thereon in accordance with the
judgment of the person or persons voting such proxies.

By Order of the Board of Directors,

Peter S. Brown
Secretary

PROXY

ARROW ELECTRONICS, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 22, 2003

The undersigned hereby appoints William E. Mitchell, Peter S. Brown and
John C. Waddell, and any one or more of them, with full power of substitution,
as proxy or proxies of the undersigned to vote all shares of stock of ARROW
ELECTRONICS, INC. which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Shareholders to be held on May 22, 2003, at
11:00 A.M., prevailing local time, at the offices of JPMorgan Chase Bank, 270
Park Avenue, New York, New York, or any adjournments thereof, as set forth on
the reverse hereof.

PLEASE RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE

ADDRESS CHANGE/COMMENTS (MARK THE CORRESPONDING BOX ON THE REVERSE SIDE)

________________________________________________________________________________

--------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --

YOUR VOTE IS IMPORTANT!

YOU CAN VOTE IN ONE OF TWO WAYS:

1. Call TOLL FREE 1-800-435-6710 on a touchtone telephone and then follow the
instructions given. There is NO CHARGE to you for this call.

2. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.

PLEASE VOTE

Mark Here [ ]
for Address
Change or
Comments
PLEASE SEE REVERSE SIDE

WITHHOLD
FOR FOR ALL

1. Authority to vote FOR the election of [ ] [ ]
directors in accordance with the
accompanying Proxy Statement.

NOMINEES:

01 Daniel W. Duval 02 John N. Hanson 03 Roger King
04 Robert E. Klatell 05 Karen Gordon Mills 06 William E. Mitchell
07 Barry W. Perry 08 Richard S. Rosenbloom 09 John C. Waddell

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)

FOR AGAINST ABSTAIN
2. Ratification of the appointment of Ernst & [ ] [ ] [ ]
Young LLP as Arrow's independent auditors
for the fiscal year ending December 31,
2003.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In accordance with their discretion upon
such other matters as may properly come
before the meeting or any adjournments
thereof.

THIS PROXY IS BEING SOLICITED BY THE MANAGEMENT AND WILL BE VOTED AS SPECIFIED.
IF NOT OTHERWISE SPECIFIED, IT WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND
OTHERWISE IN ACCORDANCE WITH THEIR DISCRETION.

DATE_____________________/__________/2003

________________________________________________
Signature

________________________________________________
Signature, if Jointly Held

IF ACTING AS ATTORNEY, EXECUTOR, TRUSTEE OR IN
OTHER REPRESENTATIVE CAPACITY, PLEASE SIGN NAME
AND TITLE.

--------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --

VOTE BY TELEPHONE
QUICK *** EASY *** IMMEDIATE
24 HOURS A DAY, 7 DAYS A WEEK

TELEPHONE VOTING IS AVAILABLE THROUGH 11PM EASTERN TIME
ON WEDNESDAY, MAY 21, 2003

YOUR TELEPHONE VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES IN
THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.

TELEPHONE

1-800-435-6710

Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the directions given.

MAIL

Mark, sign and date
your proxy card
and
return it in the enclosed
postage-paid
envelope.

IF YOU VOTE YOUR PROXY BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.