TERM SHEET

Senior Vice President, Human Resources.

You will be paid a salary at no less than the annual rate of $360,000, payable in monthly installments, subject to a maximum reduction of 15% only to the extent and during the continuation of a Company-wide pay cut/furlough program and only to the extent applicable to other senior executives of the Company.

You will receive an annual target incentive award of no less than $225,000. The actual earned incentive may be higher or lower depending on business results and your individual performance, with a cap of 200% of your target incentive award amount. The bonus will be based on the provisions of the Management Incentive Compensation Plan (“MICP”), as highlighted in the Executive Incentive Plan Descriptions. For 2011, your bonus will be prorated for the months you actually work at Arrow.

As part of this offer, you will participate in Arrow's relocation benefit. Upon acceptance of this offer, a relocation specialist will contact you to begin the relocation process. Please wait until you have been contacted before arranging any moving services. If you have any immediate questions, please contact Carol Casey.

The Board of Directors shall have the right to adjust Executives' duties, responsibilities, and title, provided however that the new title, duties and responsibilities shall not in the aggregate, represent a material diminution in, or be materially inconsistent with, Executive's prior title, duties and responsibilities as a Senior Vice President, Human Resources.

The Executive shall participate in the Company's Unfunded Pension Plan for Selected Executives (the “SERP”) in accordance with its terms.

The Executive will receive a monthly automobile allowance of $850.

The Company will reimburse Executive for all reasonable business expense incurred in the performance of Executive's employment duties in accordance with the Company's expense reimbursement policy.

The Company will provide the Executive with an office, secretary and such other facilities as may be reasonably required for the proper discharge of her duties hereunder.

The Company will indemnify, defend and hold harmless the Executive for any and all liabilities to which she may be subject as a result of her employment pursuant to the Company's Certificate of Incorporation, By-laws and directors and officers' liability insurance policies.

The Executive will receive 4 weeks of vacation annually.

The Executive will participate in any and all of the plans or programs made available by the Company (or its subsidiaries, divisions or affiliates) to, or for the benefit of, executives (including the annual stock option and restricted stock grant programs) or employees in general, on a basis consistent with other senior executives.

If the Executive is absent on account of being disabled (as defined below), the Executive shall receive the following: (1) Executive's base salary, bonus and other benefits set forth in her offer letter, provided however, that such remuneration shall be reduced by the amount of any payments she may otherwise receive as a result of her disability pursuant to a disability program provided by or through the Company; (2) Executive's medical benefits shall remain in full force; and (3) Executive's life insurance shall remain in full force.

In the event Executive voluntarily terminates her employment, she will be entitled to no further payments or benefits from the Company (other than salary earned through the date of termination) and all unvested/unearned stock options, restricted stock or performance shares shall immediately be deemed forfeited.

In the event of Executive's failure to cure, to the satisfaction of the Company, any malfeasance, willful misconduct, active fraud or gross negligence in connection with her employment within 30 days following written notice by the Company to the Executive of such breach (“Cause”), the Company shall have the right to terminate Executive's employment without any further payments or benefits (other than salary earned through the date of termination), and Executive will have no further obligations to the Company except her obligations with respect to Non-Disclosure, Non-Competition, Solicitation, Employment, and Intellectual Property as set forth herein (“Continuing Obligations”).

If during Executive's employment the Board of Directors does not either continue the Executive in the office of Senior Vice President, Human Resources or elect her to some other executive office satisfactory to the Executive, the Executive shall have the right to decline to give further service to the Company. If the Executive decides to exercise such right to decline to give further service, she shall within forty-five days after such action or omission by the Board of Directors give written notice to the Company stating her objection and the action necessary to correct it, and she shall permit the Company to have a forty-five day period in which to correct its action or omission. If the Company makes a correction satisfactory to the Executive, the Executive shall be obligated to continue to serve the Company. If the Company does not make such a correction, at the expiration of such forty-five days, Executive will receive the Severance Payments, as described below.

Notwithstanding any other provision herein, if Executive is a “specified employee” under section 409A of the Internal Revenue Code of 1986, as amended (“Code”), no payment of deferred compensation within the meaning Code section 409A that is not exempted from application of Section 409A as an exempt short term deferral or exempt separation pay in accordance with applicable Treasury regulations will be paid to Executive on account of her termination of employment for six (6) months following the day she cease active work, and any such payments due during such six (6) month period will be held and paid on the first business day following completion of such six (6) month period, along with interest calculated at the six (6) month Treasury rate in effect as of the date of her termination.

Executive shall have an affirmative duty to seek other employment following her last day of active work with Arrow; provided, however, that she is not obligated to accept a new position which is not reasonably comparable to her employment with Arrow or which violates her Non-Competition obligations set forth herein. Any Severance Payments payable to Executive shall be reduced by the amount of her earnings from other employment.

Executive will receive the Company's standard agreement providing severance benefits in the event of termination in connection with a future change in control, subject to the terms and conditions of the applicable plan document, the substance of which agreement and plan are summarized accurately in Arrow's Proxy Statement.

In consideration for the Severance Payments and benefits set forth herein, upon her termination for which she is entitled to Severance Payments, Executive shall execute

Executive will comply with Arrow's Confidential Information policy as outlined in the Arrow's Employee Handbook during her employment and thereafter.

During Executive's employment and for a period of two years after the termination of her employment, she will not, directly or indirectly, engage or become interested in the United States, Canada or Mexico (whether as an owner, shareholder, partner, lender or other investor, director, officer, employee, consultant or otherwise) in the business of distributing electronic parts, components, supplies or systems, or any other business that is competitive with the principal business or businesses then (or, in the case of the post-termination covenant, as of the date of termination) conducted by the Company, its subsidiaries or affiliates (provided, however, that nothing contained herein shall prevent the Executive from acquiring or owning less than 1% of the issued and outstanding capital stock or debentures of a corporation whose securities are listed on the New York Stock Exchange, American Stock Exchange, or the National Association of Securities Dealers Automated Quotation System, if such investment is otherwise permitted by the Company's Human Resource and Conflict of Interest policies).

During Executive's employment and for a period of two years after the termination of her employment, she will not, directly or indirectly solicit or participate in the solicitation of any business of any type conducted by the Company, its subsidiaries or affiliates, during said term or thereafter, from any person, firm or other entity which is or was at any time during the preceding 12 months (or, in the case of the post-termination covenant, during the 12 months preceding the date of termination) a supplier or customer, or prospective supplier or customer, of the Company, its subsidiaries or affiliates.

During Executive's employment and for a period of two years after the termination of her employment, she will not, directly or indirectly employ or retain, or arrange to have any other person, firm or other entity employ or retain, or otherwise participate in the employment or retention of, any person who was an employee or consultant of the Company, its subsidiaries or affiliates, at any time during the period of twelve consecutive months immediately preceding such employment or retention.

Executives will comply with Arrow's Intellectual Property Policy as described in Arrow's Employment handbook during her employment and thereafter.

The Offer Letter and this Term Sheet shall be construed and governed in all respects by the internal laws of the State of New York, without giving effect to principles of conflicts of law.