ARROW ELECTRONICS, INC. — Director's Dealing 2013

May 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARROW ELECTRONICS INC (ARW)
CIK: 0000007536
Period of Report: 2013-05-23

Reporting Person: WADDELL JOHN C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-23	Restricted Stock Units	$	A	3272.92	Acquired		Common Stock (3272.92)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (21632.97)	21632.97	Direct

Footnotes

F1: Restricted Stock Units settled by (i) the issuance of shares of Common Stock on a one-for-one basis on the second business day following the date that the Company next files its quarterly or annual financial statements (as applicable) with the U.S. Securities and Exchange Commission that follows the date of the Grantee's "separation from service" (within the meaning of Section 409A of the Internal Revenue Code); provided that the Restriction Period shall end no later than the last day of the calendar year in which the Grantee separates from service on the Board (the change in Restricted Period was approved by the Board of Directors on May 23, 2013 with respect to all grants on that date and subsequent), or (ii) payment of the fair market value of an equivalent number of shares of common stock following a change of control.

F2: Restricted Stock Units settled by (i) the issuance of shares of Common Stock on a one-for-one basis one year following termination of services as a Director, or (ii) payment of the fair market value of an equivalent number of shares of common stock following a change of control.