SUPPLEMENTAL INDENTURE

Exhibit 4.1

ARROW ELECTRONICS, INC.

and

THE BANK OF NEW YORK MELLON
(as successor to Bank of Montreal Trust Company)
AS TRUSTEE

SUPPLEMENTAL INDENTURE

Dated as of September 30, 2009

Supplemental to the Indenture
dated as of January 15, 1997

6.00% Notes due 2020

          SUPPLEMENTAL INDENTURE, dated as of September 30, 2009, between ARROW ELECTRONICS, INC., a corporation duly organized and existing under the laws of the State of New York (the “Company”), and THE BANK OF NEW YORK MELLON (as successor to Bank of Montreal Trust Company), a New York banking corporation organized and existing under the laws of the State of New York, as Trustee (the “Trustee”).

RECITALS OF THE COMPANY

          The Company has heretofore executed and delivered to Bank of Montreal Trust Company, an indenture dated as of January 15, 1997 (the “Original Indenture”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the “Securities”), the form and terms of which are to be established as set forth in Section 2.1 and 2.3 of the Original Indenture.

          Section 9.1 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Securities of any series as permitted in Sections 2.3 of the Original Indenture.

          The Company desires to create a series of the Securities in an aggregate principal amount of up to $300,000,000 to be designated the “6.00% Notes Due 2020” (the “Senior Notes”), and all action on the part of the Company necessary to authorize the issuance of the Senior Notes under the Original Indenture and this Supplemental Indenture has been duly taken.

          All acts and things necessary to make the Senior Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

          NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

          That in consideration of the premises and of the acceptance and purchase of the Senior Notes by the Holders thereof and of the acceptance of this trust by the Trustee, the Company covenants and agrees with the Trustee, for the equal benefit of the Holders of the Senior Notes, as follows:

ARTICLE ONE

Definitions

          The use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Original Indenture and the form of the Senior Notes attached hereto as Exhibit A .

ARTICLE TWO

Terms and Issuance of the Senior Notes

SECTION 201. Issue of Senior Notes .

          A series of Securities which shall be designated the “6.00% Notes Due 2020” shall be executed, authenticated and delivered from time to time in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of, the Original Indenture and this Supplemental Indenture (including the form of Senior Note set forth in Exhibit A hereto). The aggregate principal amount of the Senior Notes which may be authenticated and delivered under the Supplemental Indenture shall not, except as permitted by the provisions of the Original Indenture, initially exceed $300,000,000; provided that the Company may from time to time, without the consent of the Holders of the Senior Notes, issue additional Senior Notes, which additional Senior Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Senior Notes and have the same term as to status, redemption or otherwise as the Senior Notes.

SECTION 202. Form of Senior Notes; Incorporation of Terms .

          The form of the Senior Notes shall be substantially in the form of Exhibit A attached hereto. The terms of such Senior Notes are herein incorporated by reference and are part of this Supplemental Indenture.

SECTION 203. Registered Global Securities .

          The Senior Notes will be issuable as Registered Securities and in the form of Registered Global Securities. The initial Depositary for the Senior Notes issued in the form of Registered Global Securities shall be the Depository Trust Company in The City of New York.

SECTION 204. Place of Payment .

          The Place of Payment in respect of the Senior Notes will be at the principal office or place of business of the Trustee or its successor in trust under the Indenture, which, at the date hereof, is located at 101 Barclay Street, New York, NY 10286, Attention: Corporate Trust Trustee.

SECTION 205. Redemption .

          The Senior Notes are subject to redemption at the option of the Company in the manner and on the terms set forth in the form of the Senior Notes attached as Exhibit A hereto.

SECTION 206. Change of Control Put .

          If a Change of Control Triggering Event (as defined in the form of the Senior Notes attached as Exhibit A hereto) occurs, unless the Company has exercised its right to redeem

the Senior Notes as described in the Senior Notes, the Company will be required to make an offer to each holder of Senior Notes to purchase that holder’s Senior Notes in the manner and on the terms set forth in the form of the Senior Notes attached as Exhibit A hereto.

SECTION 207. Denominations

          The Senior Notes shall be issued in denominations of $2,000 and higher multiples of $1,000.

ARTICLE THREE

Miscellaneous

SECTION 301. Execution as Supplemental Indenture .

          This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture and, as provided in the Original Indenture, this Supplemental Indenture forms a part thereof.

SECTION 302. Conflict with Trust Indenture Act .

          If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

SECTION 303. Effect of Headings .

          The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 304. Successors and Assigns .

          All covenants and agreements by the Company in this Supplemental Indenture shall bind its successors and assigns, whether so expressed or not.

SECTION 305. Separability Clause .

          In case any provision in this Supplemental Indenture or in the Senior Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 306. Benefits of Supplemental Indenture .

          Nothing in this Supplemental Indenture or in the Senior Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

SECTION 307. Execution and Counterparts .

          This Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the day and year first above written.

EXHIBIT A

[Unless and until it is exchanged in whole or in part for Notes in definitive registered form, this Note may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.]

ARROW ELECTRONICS, INC.

[     ] % Note due [     ]

     ARROW ELECTRONICS, INC., a New York corporation (the “Company”, which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co., or registered assigns, at the office or agency of the Company in New York, New York, the principal sum of [     ] dollars ($[     ]) on [     ], [     ], in the coin or currency of the United States, and to pay interest semi-annually on [     ] and [     ] of each year, commencing [     ], on said principal at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the [     ] or the [     ], as the case may be, next preceding the date of this Note to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Note, or unless no interest has been paid or duly provided for on this Note, in which case from [     ] until payment of said principal sum has been made or duly provided for, provided , however , that payment of interest, if any, may be made at the option of the Company by check mailed to the address of the person entitled thereto as such address shall appear on the Security Register or by wire transfer as provided in the Indenture. Notwithstanding the foregoing, if the date hereof is after [     ] or [     ], as the case may be, and before the following [     ] or [     ], this Note shall bear interest from such [     ] or [     ]; provided, that if the Company shall default in the payment of interest due on such [     ] or [     ], then this Note shall bear interest from the next preceding [     ] or [     ], to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for on this Note, [     ]. The interest so payable on any [     ] or [     ] will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the [     ] or [     ], as the case may be, next preceding such [     ] or [     ], whether or not such day is a Business Day.

     Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

     This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee under the Indenture referred to on the reverse hereof.

     IN WITNESS WHEREOF, ARROW ELECTRONICS, INC., has caused this instrument to be signed manually or by facsimile by its duly authorized officers and has caused a facsimile of its corporate seal to be affixed hereunto or imprinted hereon.

Date: [     ]

CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

REVERSE OF NOTE

ARROW ELECTRONICS, INC.

[     ]% Note due [     ]

     This Note is one of a duly authorized issue of debentures, notes, bonds or other evidences of indebtedness of the Company (hereinafter called the “Securities”) of the series hereinafter specified, all issued or to be issued under and pursuant to an indenture dated as of January 15, 1997 (herein called “Indenture”), duly executed and delivered by the Company to The Bank Of New York Mellon (as successor to Bank of Montreal Trust Company) (herein called the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided. This Note is one of a series designated as the [     ]% Senior Notes due [     ] of the Company, (the “Notes”) initially limited in aggregate principal amount to $[     ].

     Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal but shall not pay interest on overdue installments of interest. If a payment date is not a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period.

     In case an Event of Default with respect to the [     ]% Notes due [     ] shall have occurred and be continuing, the Principal hereof and the interest accrued hereon, if any, may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

     The Indenture contains provisions that provide that, without prior notice to any Holders, the Company and the Trustee may amend the Indenture and the Securities of any series with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Securities of all series affected by such supplemental indenture (all such series voting as one class), and the Holders of a majority in aggregate principal amount of the outstanding Securities of all series affected thereby (all such series voting as one class) by written notice to the Trustee may waive future compliance by the Company with any provision of the Indenture or the Securities of such series provided that, without the consent of each Holder of the Securities of each series affected thereby an amendment or waiver, including a waiver of past defaults, may not: (i) extend the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on such Holder’s Security, or reduce the principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount), or any premium payable with respect thereto, or adversely affect the rights of such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such Holder, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity or the amount

thereof provable in bankruptcy, or change any place of payment where, or the currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the due date therefor; (ii) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any such supplemental indenture or for any waive