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<SEC-DOCUMENT>0001157523-06-000933.txt : 20060201
<SEC-HEADER>0001157523-06-000933.hdr.sgml : 20060201
<ACCEPTANCE-DATETIME>20060201131718
ACCESSION NUMBER:		0001157523-06-000933
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20060124
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Termination of a Material Definitive Agreement
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060201
DATE AS OF CHANGE:		20060201

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ARROW ELECTRONICS INC
		CENTRAL INDEX KEY:			0000007536
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065]
		IRS NUMBER:				111806155
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04482
		FILM NUMBER:		06568811

	BUSINESS ADDRESS:	
		STREET 1:		25 HUB DR
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		5163911300

	MAIL ADDRESS:	
		STREET 1:		50 MARCUS DR
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5069201.txt
<DESCRIPTION>ARROW ELECTRONICS, INC. 8-K
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): January 24, 2006

                             ARROW ELECTRONICS, INC.
                         ------------------------------
               (Exact Name of Company as Specified in its Charter)

          NEW YORK                      1-4482                  11-1806155
(State or Other Jurisdiction          (Commission              (IRS Employer
      of Incorporation)               File Number)           Identification No.)

            50 MARCUS DRIVE, MELVILLE, NEW YORK                    11747
          (Address of Principal Executive Offices)               (Zip Code)

         Company's telephone number, including area code: (631) 847-2000

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the company under any of the
following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities
     Act (17CFR230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17CFR240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17CFR240.14d-2(b))

|_|  Pre commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17CFR240.13e-4(c))


<PAGE>


ITEM 1.01.   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Arrow Electronics, Inc. (the "Company") is reporting under Item 1.01 that on
January 24, 2006, Harriet Green, President of Arrow Asia/Pacific, and Arrow
Electronics (UK) Ltd. ("Arrow UK"), a subsidiary of the Company, entered into a
Compromise Agreement (the "Compromise Agreement") to terminate Ms. Green's
employment with Arrow UK, effective March 31, 2006 (the "Termination Date").

The Compromise Agreement provides for, among other things, (i) payment by Arrow
UK of Ms. Green's full salary and all other benefits associated with her
employment until the Termination Date; (ii) payment by Arrow UK, if any is due,
in respect of the targeted bonus referred to in clause 6 of the Employment
Agreement between Arrow UK and Ms. Green, dated June 9, 2004, (the "Employment
Agreement") (See Exhibit 10.2 hereof) for the bonus year 2005 in accordance with
the rules of that bonus scheme and Arrow UK's usual practice; (iii) payment by
Arrow UK of an additional bonus of $89,016 (such amount is stated and paid in
the Compromise Agreement as 50,000 British pounds, and is converted here for
reporting purposes only, using the exchange rate for January 24, 2006); (iv)
payment by Arrow UK in respect of Ms. Green's outstanding accrued holiday
entitlement in accordance with Arrow UK's usual practice; (v) payment by Arrow
UK of all contributions due to be paid by it up to the Termination Date in
respect of Ms. Green's active membership of the Arrow Electronics (UK) Pension
Scheme and the Unfunded Retirement Benefit Scheme; and (vi) reimbursement by
Arrow UK for all expenses properly incurred by Ms. Green in the performance of
her duties in accordance with Arrow UK's expenses policy up to the Termination
Date. In addition, Ms. Green is entitled up to the Termination Date to exercise
any share options which she holds which have vested, or which will vest by the
Termination Date, in accordance with the rules of the relevant share option
schemes.

The preceding summary of the Compromise Agreement is qualified in its entirety
by the full text of such Agreement, a copy of which is filed herewith as Exhibit
10.1 and is hereby incorporated herein by reference.

ITEM 1.02.   TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

The Company is reporting under Item 1.02 that in conjunction with (i) Ms.
Green's resignation and termination of employment from Arrow UK, and (ii) entry
into the Compromise Agreement disclosed in Item 1.01 above, Ms. Green's
Employment Agreement will be terminated on the Termination Date.

The Employment Agreement provides, among other things, for a minimum base salary
throughout its term of $427,862 and for a targeted incentive payment in 2005 of
$256,717. (All amounts under the Agreement are stated and paid in British
pounds, and are converted here for reporting purposes only, using the average
exchange rate for 2005.) The Employment Agreement also provides, among other
things, for the use of a company vehicle (leased by the company at an annual
cost of $20,100) and, while on expatriate assignment in Hong Kong, the use of a
car and driver.

                                       2
<PAGE>


The preceding summary of the Employment Agreement is qualified in its entirety
by the full text of such Agreement, a copy of which is filed herewith as Exhibit
10.2 and is hereby incorporated herein by reference.

The disclosure included in Item 1.01 hereof is incorporated by reference into
this Item 1.02.

ITEM 5.02.   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
             DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

The Company is reporting under Item 5.02(b) that on January 24, 2006, Ms. Green
resigned as President of Arrow Asia/Pacific and her employment with Arrow UK has
been terminated, effective as of the Termination Date. As disclosed in Items
1.01 and 1.02 above, in conjunction with Ms. Green's departure from Arrow UK,
Arrow UK entered into a Compromise Agreement with Ms. Green (See Exhibit 10.1
hereof) and Ms. Green's Employment Agreement (See Exhibit 10.2 hereof) will
terminate as of the Termination Date.

A copy of the press release announcing Ms. Green's resignation and termination
of employment from Arrow UK is attached as Exhibit 99.1 and is incorporated by
reference into this Item 5.02.

ITEM 8.01.   OTHER EVENTS

On January 25, 2006, the Company issued a press release announcing that Michael
J. Long has been promoted to President of North America and Asia/Pacific
Components.

The Company also announced that Harriet Green, President of Arrow Asia/Pacific,
has resigned to join Premier Farnell PLC as Chief Executive Officer.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS

               (a)  Financial Statements of Business Acquired:
                    Not applicable.
               (b)  Pro Forma Financial Information:
                    Not applicable.
               (c)  Shell Company Transactions:
                    Not applicable.
               (d)  Exhibits:

                     EXHIBIT NO.                DESCRIPTION
                     -----------                -----------

                     10.1 Compromise Agreement between Keryn Harriet Green and
                          Arrow Electronics (UK) Limited dated 24 January, 2006.

                     10.2 Employment Agreement between Keryn Harriet Green and
                          Arrow Electronics (UK) Limited dated June 9, 2004.

                     99.1 Press Release issued by Arrow Electronics, Inc. dated
                          January 25, 2006.

                                       3
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  January 31, 2006

                                       ARROW ELECTRONICS, INC.

                                       By:  /s/ Peter S. Brown
                                            ------------------------------------
                                            Name:  Peter S. Brown
                                            Title: Senior Vice President,
                                                   General Counsel
                                                   and Secretary



                                  EXHIBIT INDEX

     Exhibit
     Number     Description
- --------------  ----------------------------------------------------------------
      10.1      Compromise Agreement between Keryn Harriet Green and
                Arrow Electronics (UK) Limited dated 24 January, 2006.

      10.2      Employment Agreement between Keryn Harriet Green and
                Arrow Electronics (UK) Limited dated June 9, 2004.

      99.1      Press release issued by Arrow Electronics, Inc.
                dated January 25, 2006.

                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a5069201ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    Exhibit 10.1



                               24th January, 2006
                               ------------------


                         ARROW ELECTRONICS (UK) LIMITED

                                     - and -
                               KERYN HARRIET GREEN



           -----------------------------------------------------------
                              COMPROMISE AGREEMENT
           -----------------------------------------------------------



                                Herbert Smith LLP


                                                                               1
<PAGE>


This COMPROMISE AGREEMENT is made on 24 January 2006


BETWEEN:

1.      ARROW  ELECTRONICS  (UK) LIMITED a company  incorporated in England with
        registered  number 02582534 whose registered office is at Edinburgh Way,
        Harlow, Essex CM20 2DF (the "Company"); and

2.      KERYN HARRIET GREEN of 26 Lathbury Road, Oxford OX2 7AU (the "Employee")


WHEREAS:

(A)     The Employee is  presently  employed by the Company on the terms and the
        conditions  set out or referred to in a contract of  employment  dated 9
        June 2004 (the "Employment  Contract") and an assignment  letter dated 8
        April 2004, ("the Assignment Letter") .

(B)     The Company is entering into this  Agreement for itself and as agent for
        all its Group Companies and is duly authorised on their behalf.

(C)     The Employee has been on an expatriate  assignment to Hong Kong which is
        due to expire on 28 February  2006.  The  Employment  Contract is due to
        terminate on 31 January 2007.

(D)     The Employee has been offered  employment by Premier  Farnell plc, after
        having  disclosed the fact that she was in discussions with that company
        to the CEO.

(E)     The  purpose of this  Agreement  is to record the basis upon the parties
        mutually agree to end the Employee's employment.


IT IS AGREED as follows:

1.      TERMINATION OF EMPLOYMENT AND DEPARTURE ARRANGEMENTS

1.1     Termination Date

1.1.1   The Employee's  employment  with the Company and any Group Companies and
        her assignment to Arrow Asia Pacific,  Limited shall terminate by mutual
        agreement on 31 March 2006 (the "Termination  Date").  For the avoidance
        of doubt,  the provisions of the Employment  Contract and the Assignment
        Letter shall remain in full force and effect during the period up to and
        including the  Termination  Date, and in particular,  the Employee shall
        comply  with the  duties  set out in  clauses 3 and 4 of the  Employment
        Contract,  and  her  implied  duty to the  Company  of  good  faith  and
        fidelity.  The Company agrees that the Employee may take holiday between
        13 and 18 February and between 27 and 31 March 2006.

                                                                               1
<PAGE>


1.1.2   The Company  agrees that in  consideration  of the releases given by the
        Employee at clause 5 of this Agreement:

        (i)     it shall waive the Employee's  full notice period,  which is set
                out in clause 20.1.4 of the Employment Contract; and

        (ii)    it  shall  not  exercise  its  rights  under  clause  24 of  the
                Employment Contract (Garden Leave)


        provided  that  the  Employee  shall  comply  in all  respects  with the
        provisions of clauses 3.1, 3.2, 3.3, 3.4, 3.7 and 3.8.

1.1.3   The Employee will receive her P45 (made up to the  Termination  Date) as
        soon as reasonably practicable after the Termination Date.

1.2     Announcement

1.2.1   While the Employee is still in  discussions  with  Premier  Farnell plc,
        ("Premier  Farnell")  she  expects  to  accept  an offer  from,  Premier
        Farnell,  which will obligate Premier Farnell to make an announcement to
        the London  Stock  Exchange  at 9 a.m.  on  Wednesday  25 January  2006.
        Premier Farnell has provided Arrow Electronics,  Inc. with a copy of all
        relevant sections relating to the Employee of the Announcement  which it
        will issue at 9 a.m. on 25 January  2006 and this has been agreed in the
        form attached at Schedule 1 (the "Premier Farnell Announcement").  Arrow
        Electronics,  Inc. has agreed to provide Premier Farnell in advance with
        a copy of any relevant  sections of any public  announcement it proposes
        to issue where this refers to the Employee.

1.3     Salary and benefits

1.3.1   The Company  shall  continue to pay the  Employee her full salary and to
        provide all other benefits associated with her employment by the Company
        and any Group Companies until the Termination Date when, save as set out
        in this Agreement, they shall cease.

1.4     Bonus

1.4.1   The  Company  shall make a payment to the  Employee,  if any is due,  in
        respect  of  the  "targeted  bonus"  referred  to  in  clause  6 of  the
        Employment Contract for the bonus year 2005 in accordance with the rules
        of that bonus scheme and the Company's usual  practice,  notwithstanding
        the provisions of clauses 6.2.2 of the Employment Contract.  The Company
        shall also pay to the Employee the further sum of (pound)50,000.

                                                                               2
<PAGE>


1.4.2   Any  payments  due under  clause 1.4.1 shall be made at the same time as
        such  payments are made to other  senior  executives  at the  Employee's
        level,  following the release of the Company's  2005 year-end  financial
        results,  and shall be  subject  to such  deductions  of income  tax and
        employee's National Insurance Contributions as are legally required.

1.4.3   The Employee agrees that she is not entitled to payment of:


                (A)     the  "spot  bonus"  referred  to  in  Clause  8  of  the
                        Employment   Contract  in  respect  of  the  bonus  year
                        commencing on 1 January 2005; or


                (B)     any  bonus  whatsoever  in  respect  of the  bonus  year
                        commencing on 1 January 2006.

1.4.4   The Employee  acknowledges and warrants that, save as expressly provided
        in this Agreement, she has no further claim for or entitlement to:

                (i)     accrued or future bonus,  commission,  profit-sharing or
                        other incentive payment,

                (ii)    any  future  allocation  of shares or  options  or other
                        securities,  or the loss of any such shares,  options or
                        securities due to the failure of such shares, options or
                        securities to vest prior to the Termination Date


        against the Company or any Group Company or any person  connected to any
        such company.

1.5     Holiday pay

1.5.1   The Employee shall be paid in respect of her outstanding accrued holiday
        entitlement in accordance  with the Company's  usual practice  within 14
        days after the later of the Return Date and the  Termination  Date. This
        payment  shall  be  subject  to  such  deductions  for  income  tax  and
        employee's National Insurance Contributions as are legally required.

1.6     Pension

1.6.1   The Company  will pay all  contributions  due to be paid by it up to the
        Termination Date in respect of the Employee's  active  membership of the
        Arrow  Electronics  (UK)  Pension  Scheme  and the  Unfunded  Retirement
        Benefit Scheme (together  referred to as the "Schemes").  The Employee's
        active  membership  of the  Schemes  shall  cease with  effect  from the
        Termination Date and the Employee will in due course be sent a statement
        of her benefits under the Schemes and of the options available to her.

1.7     Expenses

1.7.1   The Company  shall  reimburse  the Employee  for all  expenses  properly
        incurred by her in the  performance of her duties in accordance with the
        Company's expenses policy up to the Termination Date,  provided that the
        Employee  submits  her  claims  to such  expenses  within 28 days of the
        Termination Date and produces evidence of those expenses satisfactory to
        the Company.  Such expense claims shall be paid by the Company within 28
        days of their being approved by the Company and the Company  undertaking
        to review the expenses promptly upon receipt.

                                                                               3
<PAGE>


1.8     Company property

1.8.1   The Employee agrees to return (and not retain in her possession or under
        her control any  electronic or other copies of or extracts from) any and
        all:


                (A)     lists of customers,  correspondence (including e-mails),
                        documents and computer print-outs,


                (B)     computer disks,  tapes,  computer  equipment  (including
                        leads and cables),


                (C)     credit cards, security passes, keys,


                (D)     laptop computer, blackberry and mobile phone,


                (E)     car (which is to be  returned  in good  condition,  fair
                        wear and tear and reported accidents  excepted) together
                        with all relevant documents and keys, and/or


                (F)     other tangible items


        in her  possession or under her control which belong to or relate to the
        business of the Company or any Group Company,  their customers,  clients
        or suppliers.  Such property  shall be returned to the premises of Arrow
        Asia  Pacific  Limited in Hong Kong marked for the  attention  of Salman
        Syed,  Vice President - Human Resources of Arrow Asia Pacific Limited on
        or before the  Termination  Date.  After  returning such  property,  the
        Employee shall at the Company's  request warrant in writing that she has
        complied with this clause.

1.8.2   The  Employee  shall,  prior to the  Termination  Date,  provide  to the
        Company full details of all then current  passwords used by the Employee
        in respect of computer  equipment  belonging to the Company or any Group
        Company  and,  having  forwarded  a copy to the  Company,  irretrievably
        delete  from any  computer  drives,  disks,  tapes  or  other  re-usable
        material in the Employee's possession or under her control (but which do
        not  belong  to  the  Company  or any  Group  Company)  any  information
        belonging  or  relating  to the  business  of the  Company  or any Group
        Company, their customers, clients or suppliers.

1.9     Share Options

1.9.1   The Employee  shall be entitled up to the  Termination  Date to exercise
        any share options which she holds which have vested,  or which will vest
        by the  Termination  Date, in accordance  with the rules of the relevant
        share option schemes. The Company anticipates that there will be an open
        window period following the release by the Company of its fourth quarter
        results on 22 February 2006.

                                                                               4
<PAGE>


1.10    Handover

1.10.1  The Employee shall continue to take all reasonable  steps,  prior to the
        Termination  Date to facilitate the  transition of her  responsibilities
        and to leave her paperwork in good order.

1.11    Repatriation

1.11.1  The Company shall pay and reimburse  the  repatriation  costs set out in
        the  Assignment  Letter and shall  repatriate the Employee to the United
        Kingdom within 30 days of the  Termination  Date, in accordance with the
        terms of the Arrow Electronics Expatriate Policy.

1.12    Non-UK Tax Returns

1.12.1  The  Company  shall  continue  to meet  the  costs  associated  with the
        preparation by KPMG of the Employee's non-UK tax returns,  in accordance
        with the Company's current arrangements,  for as long as the Employee is
        required to file non-UK tax returns in respect of her  employment by the
        Company.

1.13    Offices and Directorships

1.13.1  On or before the  Termination  the Employee shall, at the request of the
        Company,  resign from any and all offices and/or directorships which she
        holds in any of the Group Companies.

2.      REFERENCE

2.1     On the  Termination  Date the  Company  will  provide to the  Employee a
        reference  in the form of Schedule 2. Any  questions in relation to this
        reference  made by a  prospective  employer  in respect of the  Employee
        should be directed to the Vice  President,  Global  Human  Resources  of
        Arrow Electronics, Inc.

3.      COVENANTS

3.1     Subject to clause 3.6 the Employee undertakes that the Employee will not
        (unless  authorised  to do so by the  CEO  or by a  Court  of  competent
        jurisdiction)  directly or indirectly use for her own benefit or for the
        benefit of any  persons,  or  disclose or permit the  disclosure  of any
        Confidential Information.

3.2     The Company and the Employee mutually undertake to treat the contents of
        this  Agreement  as  confidential  and will not  disclose or cause to be
        disclosed the negotiations  surrounding this Agreement, the fact of this
        Agreement  and any of its terms to any person,  firm or company  save in
        the case of the Employee,  to the Employee's  spouse or registered civil
        partner,  and as may be necessary to Premier Farnell  (provided that the
        Employee   will  procure  that   Premier   Farnell  will   maintain  the
        confidentiality  of the Agreement and the information  contained therein
        and that they will not use any such  information  for any purpose  other
        than in relation to the  engagement  of the Employee) and in the case of
        both  the  Employee  and the  Company,  for  the  purpose  of  receiving
        professional advice, as ordered by a court of competent  jurisdiction or
        as required by law or the  regulations  of any  statutory or  regulatory
        authority.

                                                                               5
<PAGE>


3.3     Save for the Premier Farnell Announcement,  or with the prior consent of
        the  Company  or as may be  required  by law or the  regulations  of any
        statutory or  regulatory  authority,  or as set out below,  the Employee
        will not make or issue  or  cause  to be made or  issued  any  statement
        (internally or externally)  relating to her employment  with the Company
        or any  Group  Company,  her  departure  from the  Company  or any Group
        Company or the reasons for her departure  (such consent to come from the
        CEO or a  person  duly  authorised  by the  CEO for  the  purpose).  The
        Employee  shall be free to confirm the details of the positions she held
        while  employed by the Company as  detailed in the draft  reference  and
        shall be free to  confirm  that she is  joining  Premier  Farnell as its
        Chief Executive.

3.4     In  consideration  of the  Company's  undertaking  at clause 3.5 of this
        Agreement,  save as required by law or the  regulations of any statutory
        or regulatory authority, the Employee undertakes that she will not make,
        publish or cause to be made or published  any  statement or remark which
        is likely to harm the  business or  reputation  of the Company or any of
        its Group Companies,  or any of their respective  directors and officers
        but  nothing in this  clause  shall  prevent  the  Employee  from making
        factually correct remarks in the normal course of business.

3.5     In  consideration  of the  Employee's  undertaking at clause 3.4 of this
        Agreement,  save as required by law or the  regulations of any statutory
        or regulatory authority, the Company undertakes for itself and its Group
        Companies)  that it will not (and will use its reasonable  endeavours to
        procure  that the  directors  and  officers of the Company and any Group
        Company  will not) make,  publish or cause to be made or  published  any
        statement or remark on behalf of the Company or any Group  Company which
        is likely to harm the  reputation  of the  Employee  but nothing in this
        clause  shall  prevent  the Company  and the Group  Companies  and their
        respective  directors and officers from making factually correct remarks
        in the normal course of business.

3.6     If at any point the  Employee is called upon by the Company or any Group
        Company to provide assistance in any litigation or potential  litigation
        (whether  civil or criminal) with which the Company or any Group Company
        may be involved, she shall provide such assistance as the Company or any
        Group Company may reasonably  require provided this can be done at times
        convenient  to the  Employee,  including but not limited to assisting in
        preparing  witness  statements  and  attending at court to give evidence
        and, to the extent  permitted by law and by the Company's  constitution,
        the  Company or any Group  Company  shall  meet such costs and  expenses
        incurred by the  Employee in  providing  such  assistance  to the extent
        permitted and provided for by any applicable  rules of Court or Practice
        Direction from time to time.

                                                                               6
<PAGE>


3.7     For the avoidance of doubt,  the  provisions of clauses 25 and 26 of the
        Employment   Contract   shall   remain   in  full   force   and   effect
        notwithstanding  the  termination  of  the  Employee's  employment.  The
        parties accept and agree that  restrictions  in Clause 26 do not operate
        so as to prevent the Employee from accepting an offer of employment from
        Premier  Farnell or from taking up the post of Chief  Executive  of that
        company.

3.8     The Employee  undertakes  that in addition to her obligations in clauses
        25 and 26 of the Employment  Contract,  in  consideration of the Company
        releasing her from her  employment on 31 March 2006,  she will not for a
        period of 12 months from the  Termination  Date  solicit or endeavour to
        solicit or cause to be solicited  from the Company or any Group  Company
        or directly or  indirectly,  without  the prior  written  consent of the
        Company,  offer  employment to or enter into  partnership or association
        with or retain the services,  whether as agent, consultant or otherwise,
        of any of the individuals listed in Schedule 3.

3.9     The Employee  warrants  that she has not engaged in any conduct prior to
        or on the date of this  Agreement  which  would  amount  to a breach  of
        sub-clauses  3.1, 3.3, 3.4 or 3.8 of this Agreement if carried out after
        the date of this Agreement.

3.10    Nothing in this  Agreement  shall  preclude the  Employee  from making a
        protected  disclosure in accordance  with the  provisions set out in the
        Employment Rights Act 1996.

4.      WARRANTIES AND COMPROMISE OF CLAIMS

4.1     The Employee  warrants that, as at the date of this Agreement,  she does
        not hold any  remunerated  office  for,  and is not  employed or engaged
        (directly or indirectly) by or in connection with the supply of services
        to any other  firm  organisation  or body  (other  than her work for the
        Company  and its  Group  Companies  and her  charitable  work  which she
        carries  out with the  permission  of the  Company  and her  offer  from
        Premier Farnell).

4.2     The Employee  represents to the Company (for itself and on behalf of its
        Group  Companies and the current or former  directors  and officers,  of
        itself and its Group  Companies,  together  the  "Affiliates")  that she
        accepts and she does hereby  accept the terms of this  Agreement in full
        and final  settlement  of any claims she may have against the Company or
        any of its Affiliates in respect of:

4.2.1   a claim for  unfair  dismissal  under  the  Employment  Rights  Act 1996
        ("ERA") Part X, Chapter 1, Section 19.5; and

4.2.2   a claim for breach of contract

4.2.3   being  claims  previously  made  or  intimated  by or on  behalf  of the
        Employee.

                                                                               7
<PAGE>


4.3     Without prejudice to clause 4.2, the Employee further  represents to the
        Company  (for  itself  and on  behalf  of all its  Affiliates)  that she
        accepts and she does hereby  accept the terms of this  Agreement in full
        and final  settlement  of any Claims,  save to enforce the terms of this
        Agreement,  that  she  may  have  against  the  Company  or  any  of its
        Affiliates relating to her employment, the termination of her employment
        or any other matter including (without limitation) any action that might
        be commenced  before an  Employment  Tribunal or Court of law in respect
        of:

4.3.1   any common law  claims,  including  any claim for breach of  contract or
        tort;

4.3.2   any claim(s) under  European Law or pursuant to the European  Convention
        of Human Rights;

4.3.3   any claim in  relation  to the  Schemes  save in  respect  of payment of
        accrued benefits in the ordinary course

4.3.4   any claim that she was unfairly  dismissed under the ERA Part X, Chapter
        1, Section 94;

4.3.5   any claim under the Employment Relations Act 1999, Sections 10 to 12;

4.3.6   any claim for a redundancy  payment under the ERA,  Part XI,  Chapter 1,
        Section 135;

4.3.7   any claim in respect of unpaid wages and deductions from wages under the
        ERA Part II, Section 13;

4.3.8   any claim under the ERA of detriment or unfair  dismissal  relating to a
        protected  disclosure  as defined in part IVA of the ERA,  and any other
        claim under the ERA;

4.3.9   any claim under the Sex Discrimination Act 1975, the Equal Pay Act 1970,
        the Race Relations Act 1976, the Disability Discrimination Act 1995, the
        Employment  Equality  (Sexual  Orientation)   Regulations  2003  or  the
        Employment  Equality (Religion or Belief) Regulations 2003 (together the
        "Discrimination Laws") or any related EU legislation;

4.3.10  any claim under the Working Time Regulations 1998;

4.3.11  any claim under the Trade Union and Labour Relations (Consolidation) Act
        1992 or the Information and  Consultation of Employees  Regulations 2004
        or  the   Transnational   Information  and   Consultation  of  Employees
        Regulations 1999;

4.3.12  any other statutory claims for breach of statutory duties.


        The Employee further confirms and represents that the claims referred to
        at  sub-clauses  4.3.1 to  4.3.12  are all the  claims  that  have  been
        contemplated by the Employee.


        Nothing in this Agreement  shall preclude the Employee from bringing any
        claim for personal injury of which the Employee is not aware at the date
        of this Agreement. The Employee confirms that there are no circumstances
        known to her as at the date of this Agreement which might give rise to a
        claim for personal injury.

                                                                               8
<PAGE>


4.4     For the  purposes  of clause 4.3,  "Claims"  shall mean claims that have
        arisen  at the date of this  Agreement  or which  subsequently  arise in
        respect  of  acts  or  omissions  occurring  prior  to the  date of this
        Agreement  and shall  include  all and any claims or rights of action of
        which at the time of entering into this Agreement:

4.4.1   neither the Employee nor the Company (nor any Affiliate) is aware, or

4.4.2   the Employee but not the Company (nor any Affiliate) is aware, or

4.4.3   one or more of the Company and the  Affiliates is aware but the Employee
        is not aware,


        including  any  claim or  right  of  action  arising  from a  subsequent
        retrospective   change  or   clarification  of  the  law.  The  Employee
        acknowledges that she agrees to the terms of clause 4.3  notwithstanding
        that she  acknowledges  that she may be mistaken as to the facts  and/or
        the law concerning any potential claim or right of action.

4.5     The Employee  acknowledges that the compromise of each of the claims set
        out in the  sub-clauses to clauses 4.2 and 4.3 is and shall be construed
        as separate and severable (including in relation to each of the types of
        claim  covered  by the  definition  of Claims in clause  4.4) and in the
        event of the compromise of any such claim being determined as being void
        for any reason,  such invalidity shall not affect or impair the validity
        of the compromise of the other claims.

4.6     It is a condition of this Agreement, and the Employee confirms, that:

4.6.1   the Employee has received  independent legal advice from Nicola Walker ,
        a relevant independent adviser in the firm of Hogan & Hartson, One Angel
        Court,  London,  EC2R 7HJ, as to the terms and effect of this  Agreement
        and in particular  its effect on her ability to pursue her rights before
        an Employment Tribunal;

4.6.2   the conditions in Section 203 of the Employment  Rights Act 1996 and the
        equivalent  provisions  in the  Discrimination  Laws,  the Working  Time
        Regulations  1998, the Trade Union and Labour Relations  (Consolidation)
        Act 1992, the  Information  and  Consultation  of Employees  Regulations
        2004, and the  Transnational  Information and  Consultation of Employees
        Regulations 1999 regulating Compromise Agreements are satisfied; and

4.6.3   the relevant  independent  adviser named at clause 4.6.1 will provide to
        the Company's  solicitors  within three working days after the execution
        by the Employee of this  Agreement a letter duly signed and dated in the
        form of the agreed draft at 4.

4.7     The Company hereby confirms on its own behalf and on behalf of the Group
        Companies  that as at the  date of this  Agreement  none of its or their
        directors  or officers  is aware of any fact or matter  which would give
        rise to a claim by the Company or any of the Group Companies against the
        Employee.

                                                                               9
<PAGE>


5.      LEGAL FEES

        The  Company  agrees  to pay the  Employee's  reasonable  legal  fees in
        connection  with  taking  advice  leading  to  the  completion  of  this
        Agreement  up to a maximum of  (pound)500  plus VAT to be paid within 14
        days of receipt  from the  Employee's  lawyer of a VAT invoice for costs
        addressed to the Employee as client and marked payable by the Company.

6.      MISCELLANEOUS

6.1.1   With the  exception  of the right of Group  Companies or  Affiliates  to
        enforce the terms of clauses  1.4.4,  1.8, 3.1, 3.7, 3.8 and 4.1 to 4.12
        of this  Agreement,  no term of this Agreement is enforceable  under the
        Contracts  (Rights of Third  Parties)  Act 1999 by a person who is not a
        party to this Agreement.

6.1.2   The rights of the Group  Companies or Affiliates to enforce the terms of
        the clauses referred to in sub-clause 6.1.1 are subject to the term that
        the  Company  has the right  (which it may waive in whole or in part and
        without  the  consent  of or  consultation  with the  Group  Company  or
        Affiliate)  to have the sole conduct of any  proceedings  in relation to
        the   enforcement   of  such  rights   (including  any  decision  as  to
        commencement  or  compromise of such  proceedings)  but will not owe any
        duty or have any  liability to any of the Group  Companies or Affiliates
        in relation to such conduct.

6.1.3   The parties to this  Agreement  may agree to rescind or vary any term of
        this Agreement without the consent of any Group Companies or Affiliates.

6.1.4   The Employee  confirms that,  except as provided in this Agreement,  she
        has not relied on any  representation,  warranty,  assurance,  covenant,
        indemnity,  undertaking  or  commitment  which is not  contained in this
        Agreement  and  without   prejudice  to  any  liability  for  fraudulent
        misrepresentation or fraudulent misstatement:


        (i)     the only rights or  remedies in relation to any  representation,
                warranty,  assurance,   covenant,   indemnity,   undertaking  or
                commitment  given  or  action  taken  in  connection  with  this
                Agreement are contained in this Agreement; and


        (ii)    for the avoidance of doubt and without limitation,  the Employee
                has  no  right  or  remedy  (whether  by  way  of  a  claim  for
                contribution or otherwise) in tort (including negligence) or for
                misrepresentation  (whether negligent or otherwise,  and whether
                made prior to, and/or in, this Agreement).

6.1.5   The Employee hereby agrees irrevocably that the Company may forthwith on
        written notice to the Employee  assign its rights and transfer  (whether
        by  novation  or  otherwise)  or  delegate  its  obligations  under this
        Agreement  to any Group  Company from time to time or to any third party
        acquiring  the  business  of the  Company  and that the  Employee  shall
        execute  all  documents  and do all  things  necessary  to  effect  such
        assignment  or  transfer,  and  any  reference  to the  Company  in this
        Agreement  shall  thereafter  be a reference  to any such  company.  The
        Employee  shall not assign or otherwise seek to transfer or delegate her
        rights and/or obligations under this Agreement to any other person.

                                                                              10
<PAGE>


6.2     This  Agreement  shall be governed by and construed in  accordance  with
        English law and the parties submit to the exclusive  jurisdiction of the
        English courts and tribunals.

6.3     This Agreement is without  prejudice and subject to contract until it is
        dated  and  signed  by all of the  parties,  at which  point it shall be
        treated  as an open  document  evidencing  an  agreement  binding on the
        parties (notwithstanding that it may still be labelled "Draft", "Without
        Prejudice" or "Subject to Contract").  This Agreement may be executed in
        any number of  counterparts  each in the like form,  all of which  taken
        together  shall  constitute  one and the same document and any party may
        execute  this  Agreement  by signing  and dating any one or more of such
        counterparts.

6.4     No variation of this  Agreement  shall be binding on either party unless
        and to the  extent  that  the same is  recorded  in a  written  document
        executed by both parties.  No waiver by the Company or any Group Company
        of any term,  provision or condition of this  Agreement or of any breach
        by the  Employee  of any such  term,  provision  or  condition  shall be
        effective  unless it is in writing  and signed by the  Company or by the
        CEO.

6.5     Each of the provisions in this Agreement are separate and severable and,
        in the event of any such provision (including the defined expressions in
        sub-clauses  7.1.1  to  7.1.10  inclusive)  being  determined  as  being
        unenforceable in whole or in part for any reason, such  unenforceability
        shall not affect the  enforceability of the remaining  provisions or, in
        the case of part of a provision  being  unenforceable,  the remainder of
        that provision.

7.      INTERPRETATION

        In this Agreement:

7.1.1   "Affiliates" shall have the meaning set out in clause 4.2;

7.1.2   "associate" means a body corporate: -

        (i)     which for the time being is a holding  company of the Company or
                a  subsidiary  (other  than the Company or a  subsidiary  of the
                Company) of such a holding company; or

        (ii)    in whose equity share  capital for the time being an interest of
                20 per  cent or more is held  directly  or  indirectly  (through
                another body  corporate or other bodies  corporate or otherwise)
                by  a  holding  company  of  the  Company  or  by  a  subsidiary
                (including  the  Company)  of  such a  holding  company  or by a
                combination   of  two  or  more  such   holding   companies   or
                subsidiaries;

                                                                              11
<PAGE>


7.1.3   "Assignment Letter" shall have the meaning set out at Recital A;

7.1.4   "CEO" means the Chief Executive Officer of Arrow Electronics,  Inc. from
        time to time and includes any member of the Executive Committee of Arrow
        Electronics,  Inc. duly authorised by the Chief Executive Officer to act
        on his behalf for the purposes of this Agreement;

7.1.5   "Confidential Information" means all and any information, whether or not
        recorded,  of the  Company  or of any  subsidiary  or  associate  of the
        Company which the Employee has obtained by virtue of her  employment and
        which  is  confidential  or in  respect  of  which  the  Company  or any
        subsidiary  or  associate  of the Company is bound by an  obligation  of
        confidence to a third party, including:

        (i)     all  and  any  confidential  information  relating  to  business
                methods,  corporate plans, future business strategy,  management
                systems, finances and maturing new business opportunities;

        (ii)    all and any confidential information relating to research and/or
                development projects;

        (iii)   all and any confidential  information  concerning the curriculum
                vitae,  remuneration details,  work-related experience and other
                personal information concerning those employed or engaged by the
                Company or any subsidiary or associate of the Company;

        (iv)    all and any  confidential  information  relating to marketing or
                sales of any past  present  or future  product or service of the
                Company or any subsidiary or associate of the Company  including
                sales   targets  and   statistics,   market  share  and  pricing
                statistics, marketing surveys and strategies, marketing research
                reports,  sales techniques,  price lists,  mark-ups,  discounts,
                rebates,  tenders,  advertising and promotional material, credit
                and payment  policies and  procedures,  and lists and details of
                customers,  prospective  customers,  suppliers  and  prospective
                suppliers including their identities,  business requirements and
                contractual  negotiations and  arrangements  with the Company or
                any subsidiary or associate of the Company;

        (v)     all  and  any  trade   secrets,   secret   formulae   and  other
                confidential information about, processes,  inventions,  design,
                know-how,   technical   specifications   and   other   technical
                information in relation to the creation, production or supply of
                any past, present or future product or service of the Company or
                any  subsidiary  or associate of the Company,  including all and
                any  confidential  information  relating  to the  working of any
                product, process, invention,  improvement or development carried
                on or used by the Company or any  subsidiary or associate of the
                Company and confidential information concerning the intellectual
                property  portfolio  and  strategy  of  the  Company  or of  any
                subsidiary or associate of the Company; and

                                                                              12
<PAGE>


        (vi)    any  inside  information  (as  defined  in  section  118C of the
                Financial Services and Markets Act 2000)


        but excluding any information which:

        (i)     is part of the Employee's own stock in trade;

        (ii)    is readily  ascertainable  to  persons  not  connected  with the
                Company or any  subsidiary  or associate of the Company  without
                significant expenditure of labour, skill or money; or

        (iii)   which is or becomes available to the public generally other than
                by reason of a breach by the Employee of her  obligations  under
                this Agreement;

7.1.6   "Employment Contract" shall have the meaning set out in Recital (A);

7.1.7   "Group Company" means a subsidiary or associate of the Company;

7.1.8   "subsidiary",  "holding  company" and "equity share  capital" shall have
        the respective meanings attributed to them by sections 736, 736A and 744
        of the  Companies  Act  1985  as it is in  force  at the  date  of  this
        Agreement  provided  that the term  "subsidiary"  shall  also  include a
        subsidiary  undertaking  (as defined in section 258 of the Companies Act
        1985 as it is in force at the date of this Agreement);

7.1.9   "Return  Date"  shall  mean  the  date  on  which  the  Company  or  its
        solicitors,  receives from the Employee a signed copy of this  Agreement
        and the attachment at 1;

7.1.10  "Termination Date" shall have the meaning set out in clause 1.1.1;

7.2     In this Agreement, unless the context otherwise requires:

        (i)     the contents  page and  headings and bold type face  inserted in
                this Agreement are inserted for  convenience  only and shall not
                affect the interpretation of this Agreement;

        (ii)    references to clauses, sub-clauses and schedules are to clauses,
                sub-clauses and schedules of this Agreement;

        (iii)   words in the singular  include the plural and vice versa,  and a
                reference to any gender  includes a reference to all genders or,
                where appropriate,  is to be read as a reference to the opposite
                gender;

        (iv)    a reference  to a person  includes a reference to a firm, a body
                corporate, an unincorporated association or a partnership;

                                                                              13
<PAGE>


        (v)     a reference to a statute or statutory  provision shall include a
                reference to any subordinate legislation made under the relevant
                statute  or  statutory  provision  and is a  reference  to  that
                statute,  provision or  subordinate  legislation as from time to
                time amended, consolidated, modified, re-enacted or replaced.


IN WITNESS  whereof the parties hereto have executed this Agreement as a Deed on
the day and year first above written.


SIGNED AS A DEED by KERYN HARRIET    )
GREEN in the presence of:            )
                                        /s/ Keryn Harriet Green
                                        -----------------------
                                              [Signature of Employee]

[Signature of Witness]
[Name of Witness (in print)]
[Address of Witness]


SIGNED AS A DEED by ARROW            )
ELECTRONICS (UK) LIMITED acting by   )
[two of its directors]               )
                                        /s/ Peter S. Brown
                                        ------------------
                                               [Director]

                                        /s/ Paul J. Reilly
                                        ------------------
                                               [Director]

                                                                              14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>a5069201ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                    Exhibit 10.2

                            PRIVATE AND CONFIDENTIAL


(1)     Arrow Electronics (UK) Limited a company registered in England and Wales
        under number 02582534 and whose  registered  office is at Edinburgh Way,
        Harlow, Essex, United Kingdom CM20 2DF ("the Company"); and

(2)     Keryn Harriet Green of .

WHEREAS it is the  intention of the parties that this  document be executed as a
deed

NOW THIS DEED WITNESSES as follows:

1.     Effective Date:  1 January 2004

2.     Date of          1st March 1994.  There is no  employment  with a
       Continuous       previous employer which:  counts as part of your
       Employment:      period of  continuous  employment  for statutory
                        purposes.

3.     Job Title and    President,  Arrow Asia Pacific  Effective  date:
       Duties:          1st March 2004.


                        3.1     You are  employed as a senior  executive  of the
                                Company and will perform such reasonable  duties
                                as may be assigned to you from time to time. You
                                will (without further  remuneration),  if and so
                                long as the  Company  requires  carry  out  your
                                duties  for the  benefit  of any  Group  Company
                                and/or hold office in or on behalf of the Group.
                                You  warrant to the  Company  that in  accepting
                                employment and performing  your duties you shall
                                not be in breach of any express or implied terms
                                of any contract or other obligation binding upon
                                you.

                        3.2     You may be  required by the Board for any period
                                covered  by this  Agreement  and  without  being
                                entitled to further remuneration:

                        3.2.1   to act as an  officer  of any Group  Company  or
                                hold any other  appointment or office as nominee
                                or representative of any Group Company; and

                                       1
<PAGE>


                        3.2.2   to carry  out all or any of the  duties  of your
                                employment  on behalf of any other Group Company
                                by way of temporary or permanent  secondment  to
                                it.

                        3.3     You  accept   that  the   Company   may  in  its
                                discretion  require you to perform  other duties
                                or tasks or accept responsibilities  outside the
                                scope of your normal  duties or to perform  your
                                duties for the  Company or any Group  Company in
                                conjunction with another member of the Board and
                                you agree to perform those duties,  accept those
                                responsibilities  or undertake those tasks as if
                                they  were  specifically   required  under  this
                                Agreement   unless  they  represent  a  material
                                diminution  in, or are  materially  inconsistent
                                with, your title, duties and responsibilities as
                                President, Arrow Asia Pacific.

                        3.4     During your employment you shall at all times:

                        3.4.1   devote substantially all of your normal business
                                time, attention and abilities to the business of
                                the Company or any Group Company as appropriate;

                        3.4.2   use  your  best   endeavours   to  promote   the
                                interests and  reputation of the Company and the
                                Group  giving at all times the full  benefit  of
                                your knowledge, expertise and skill;

                        3.4.3   faithfully  and  diligently  and to the  best of
                                your  ability  exercise  such powers and perform
                                such duties in  relation to the  business of any
                                Group Company as the Board may from time to time
                                require;

                        3.4.4   keep the Board  promptly and fully  informed (in
                                writing if so  requested) of your conduct of all
                                business  on behalf of the Company and the Group
                                and  give to the  Board  all  such  information,
                                explanations and assistance as it may require in
                                connection   with  the  business  of  any  Group
                                Company and your employment hereunder;

                        3.4.5   conform to the lawful instructions or directions
                                of the  Board  of the  Company  or the  board of
                                Arrow  Electronics  Inc and  implement and apply
                                the  policy  of the  Company  and the  Group  as
                                determined by the Board from time to time;

                        3.4.6   refrain  from  making  any  false or  misleading
                                statement  relating  to the Company or any Group
                                Company;

                        3.4.7   promptly  disclose to the Board any  information
                                that comes into your possession  which adversely
                                affects or may  adversely  affect the Company or
                                the Group or the  business of the Company or the
                                Group including, but not limited to:

                                       2
<PAGE>


                                (a)     the plans of any other  senior  employee
                                        to  leave  the   Company  or  the  Group
                                        (whether  alone or in  concert  with any
                                        other employees);

                                (b)     the plans of any other  senior  employee
                                        (whether  alone or in  concert  with any
                                        other employees) to join a competitor or
                                        to  establish a business in  competition
                                        with the  Company or any Group  Company;
                                        and

                                (c)     the  misuse  by  any   employee  of  any
                                        Confidential  Information.

4.     Full-Time        4.1     In  pursuance of your  employment  you shall not
       Employment               without the prior  written  consent of the Board
       And Conflict             either as principal servant or agent carry on or
       Of Interest:             be engaged  concerned or interested  directly or
                                indirectly  (whether alone or on your own behalf
                                or on behalf of or in association or conjunction
                                with any other person and whether as an employee
                                or in any other  capacity) or plan or attempt to
                                do  so  in  any  trade  business  or  occupation
                                whatsoever  other than that of the Company or of
                                any  other  Group  Company  otherwise  than as a
                                holder  (directly  or  indirectly  as above) for
                                investment  purposes  only of not more  than one
                                per  cent.  of any  class  of  shares  or  other
                                capital of any:


                        4.1.1   company whose shares or other capital are listed
                                on,  or  dealt in on or  under  the  rules of an
                                investment   exchange,   including   any  market
                                comprised  within  such  exchange,  which is the
                                subject   of  a   recognition   order   made  in
                                accordance  with section 290 and 292,  Financial
                                Services and Markets Act 2000; or

                        4.1.2   company  which is not  listed or dealt in on any
                                such  investment  exchange  as referred to above
                                and which does not  compete  with the Company or
                                any Group Company.

                        4.2     The provisions of this clause shall not prohibit
                                the  holding of any  non-executive  directorship
                                with  the  prior  approval  of the  Board,  such
                                approval  not  to  be   unreasonably   withheld,
                                provided  that  this  does  not in the  sole and
                                absolute  opinion  of the Board  interfere  with
                                your   responsibilities    and/or   the   proper
                                performance of your duties under this Agreement.

                                       3
<PAGE>


                        4.3     You will not during your employment introduce or
                                plan or  attempt  to do so to any other  person,
                                firm,  company or  organisation  business of any
                                kind with which the  Company or any other  Group
                                Company  for which you have  performed  services
                                under  this  Agreement  is able to deal  and you
                                will not  have any  financial  interest  in,  or
                                derive  any  financial  or other  benefit  from,
                                contracts  or  transactions  entered into by the
                                Company or any other Group Company for which you
                                have  performed  services  under this  Agreement
                                with any third party  without  first  disclosing
                                such  interest  or  benefit  to  the  Board  and
                                obtaining its written approval.

5.     Location and     5.1     Your  principal  place of work  whilst  on expat
       Mobility:                assignment  is the Arrow Asia  Pacific  regional
                                headquarters in Hong Kong.


                        5.2     You may be  required to work at such other place
                                of  business  of the  Group as the  Company  may
                                reasonably require from time to time.

                        5.3     You may be  required  to  travel  and work  both
                                inside and  outside  the  United  Kingdom on the
                                business of the Company or any Group  Company in
                                the proper  performance of your duties from time
                                to  time  as  the  Board  may  in  its  absolute
                                discretion determine.

                        5.4     Terms of air travel  and home  leave  associated
                                with your expat  assignment  are  contained in a
                                separate assignment letter.

6.     Annual           6.1     The  Company   shall  pay  to  you  during  your
       Compensation:            employment   a  basic  salary  at  the  rate  of
                                (pound)225,896 per annum which shall accrue from
                                day  to day  and be  payable  by  equal  monthly
                                instalments in arrears on or before the last day
                                of each  calendar  month by BACS transfer as per
                                the standard  procedure of the Company and shall
                                be  inclusive of any  directors'  and other fees
                                and  emoluments  receivable by you as a director
                                of the  Company  or of any Group  Company.  Your
                                base annual  salary and  targeted  annual  bonus
                                shall be payable in pounds sterling and shall be
                                reviewed  and  determined  by  the  Compensation
                                Committee.


                        6.2     Your  eligibility  for a bonus under  clause 6.1
                                above is subject to:

                        6.2.1   your being  employed by the Company at the bonus
                                payment date; and

                        6.2.2   your not being under  notice of  termination  of
                                your   employment  on  the  bonus  payment  date
                                whether served by the Company or yourself.

                                       4
<PAGE>


                        6.2     Your base annual salary and targeted bonus shall
                                be converted from US dollars to pounds  sterling
                                on January 1, 2004 based on the prior  six-month
                                average  interbank rate and shall  henceforth be
                                maintained in pounds sterling.

                        6.3     Your 2004 base annual salary is (pound)  225,896
                                and your 2004 targeted bonus is (pound) 135,538

                        6.4     For the  avoidance of doubt,  at the time of any
                                review, the Compensation  Committee shall not be
                                obliged to provide you with any upward variation
                                of your annual base salary or other benefits.

7.     Expenses:        7.1     The Company  shall  reimburse to you during your
                                employment    all     reasonable     travelling,
                                entertainment  and other  similar  out of pocket
                                expenses properly and reasonably incurred by you
                                in the  proper  performance  of your  duties  in
                                accordance  with the Company's  expenses  policy
                                from time to time subject to  production  by you
                                of such evidence of such expenses as the Company
                                may reasonably require.


8.     Spot Bonus:      8.1     In the event  you  continue  with  your  interim
                                responsibilities  as Head of OEM  sales in Arrow
                                Asia Pacific,  you will continue to  participate
                                in a second bonus plan. Your targeted pay-out in
                                2004 is 25% of your  pro-rated  2004 base annual
                                salary for the time spent in the role of Head of
                                OEM   Sales  for  Arrow   Asia   Pacific.   Your
                                performance  review and criteria for payout will
                                be determined by the Chief Executive  Officer of
                                Arrow Electronics Inc.


                        8.2     Your  eligibility  for a bonus under  clause 8.1
                                above is subject to:

                        8.2.1   your being  employed by the Company at the bonus
                                payment date; and

                        8.2.2   your not being under  notice of  termination  of
                                your   employment  on  the  bonus  payment  date
                                whether served by the Company or yourself.

9.     Deductions:      9.1     You  authorise  the  Company to deduct from your
                                salary,  any pay in lieu of  notice,  any  other
                                termination payment or any other sums due to you
                                from the  Company or any Group  Company  and any
                                other sums which you may owe the  Company or any
                                Group Company.

                                       5
<PAGE>


10     Hours:           10.1    Your hours of work are  specifically  defined by
                                your work tasks and the proper discharge of your
                                duties and are,  therefore,  not fixed save that
                                you  are  required  to  work a  minimum  40 hour
                                working week. You shall at all times during your
                                employment  (unless  prevented by ill health and
                                except   during   holiday   taken   under   this
                                Agreement)   devote  the  whole  of  your  time,
                                attention  and  ability  to the  duties  of your
                                employment.  You are not entitled to payment for
                                any overtime worked by you.

                        10.2    You  agree  that the limit in  regulation  4(1),
                                Working    Time     Regulations    1998    ("the
                                Regulations")   does  not  apply   during   your
                                employment  and that your  average  working time
                                may therefore  exceed 48 hours in each seven day
                                period  (as   defined  by  and   calculated   in
                                accordance  with  the   Regulations).   You  can
                                withdraw  your  agreement  to the  terms of this
                                clause by giving to the  Company  three  months'
                                written notice.

11.    Car:             11.1.   Whilst  you  hold  a  valid  driving  license  a
                                Company vehicle will be provided for your use in
                                the UK.  The make and  model of the  vehicle  is
                                subject to a maximum monthly lease of (pound)800
                                inclusive of VAT. The Company shall also provide
                                you with  auto  insurance.  A fuel  card will be
                                provided  and the Company  will pay your private
                                and business mileage. Any personal tax liability
                                relating to the  provision of a company car will
                                by your responsibility. You must comply with all
                                Group regulations relating to company cars.

                        11.2.   You shall  ensure  that the  vehicle  is kept in
                                good   condition  and  fully  serviced  at  such
                                intervals as are recommended by the manufacturer
                                for such model and if so required that a current
                                test  certificate is in force. You shall not use
                                the car for private  purposes outside the United
                                Kingdom  without  the  written  consent  of  the
                                Company and you shall ensure compliance with any
                                applicable policy of motor insurance relating to
                                the car.

                        11.3.   The car shall be returned in good  condition and
                                together with its keys and all related documents
                                immediately  upon the request by the Company for
                                any  reason and in any event on  termination  of
                                your employment for any reason to the Company at
                                its  principal  place of business  (or any other
                                place nominated by the Company for its return).

                                       6
<PAGE>


                        11.4    Alternatively,  you may  elect  to use  your own
                                vehicle  provided  it is  suitable,  maintained,
                                taxed, repaired,  cleaned and insured and take a
                                non-pensionable  car  allowance  to the value of
                                (pound)9,600 per annum (gross). The allowance is
                                paid  on  a  monthly   basis  via  payroll  less
                                deductions for tax and national  insurance.  You
                                will  receive a fuel card as above.  During  the
                                first  year  of  your   employment   under  this
                                Agreement,  the  allowance  may be  paid at your
                                election as a one-off  lump sum less  deductions
                                for tax and  national  insurance  in advance and
                                thereafter   will   revert  back  to  a  monthly
                                allowance.

                                       11.5  Whilst on expat  assignment in Hong
                                             Kong  you will be  provided  with a
                                             company provided vehicle and driver
                                             the  details of which are  outlined
                                             in your assignment letter.

12     Holidays:        12.1    The  Company's  holiday  year  runs from the 1st
                                January to the 31st  December  and your  holiday
                                entitlement  will be 25  days  in each  complete
                                holiday  year  worked,  plus  Bank and  other UK
                                public holidays to be taken at your  discretion;
                                provided  however,  that you will use your  best
                                efforts to ensure  that such  vacation  does not
                                unduly   interfere   with  the   operation   and
                                performance  of the  business  of the Company or
                                any Group Company. In the first and last year of
                                employment your holiday  entitlement will be pro
                                rated to your annual  entitlement.  The basis of
                                payment  and/or  repayment of holiday is 1/260th
                                of your basic salary for each working day.

                        12.2    You are entitled to your full  remuneration  and
                                benefits  during  days  taken  as  holiday.  The
                                provisions of regulation  15(1) to (4),  Working
                                Time  Regulations  1998  do not  apply  to  your
                                employment.

                        12.3    Up to 5 days unused holiday  entitlement  may be
                                carried over from one calendar  year to the next
                                year.

                        12.4    No  payment  will be  made  in  lieu  of  unused
                                holiday  entitlement except in the year in which
                                your  employment  ends where,  if you have taken
                                more or less than your pro-rata  entitlement,  a
                                proportionate  adjustment will be made by way of
                                addition to or deduction  from your final salary
                                payment.

                        12.5    During  any period of notice  (whether  given by
                                the  Company  or  you)  no  contractual  holiday
                                entitlement   shall   accrue,   save  that  your
                                entitlement   to  annual   leave   pursuant   to
                                regulation  13,  Working Time  Regulations  1998
                                shall continue to accrue during such period.

13.    Pension Scheme   13.1    Your participation in the Arrow Electronics (UK)
       and Permanent            Pension   Scheme  ("the  Arrow   Scheme")   will
       Health                   continue provided you are in fulltime employment
       Insurance:               status with the Company.  Company  contributions
                                will be paid to the  Arrow  Scheme as set out in
                                the    letter    titled    "Executive    Pension
                                Arrangement".   Your  membership  of  the  Arrow

                                       7
<PAGE>

                                Scheme  is  subject  to the rules by which it is
                                governed from time to time. The Company reserves
                                the right to amend or terminate the Arrow Scheme
                                without  providing any replacement.  As a member
                                of the  Arrow  Scheme  you are  included  in the
                                Company's  Permanent  Health  Insurance  Scheme.
                                Company  contributions  are  subject  to a  Plan
                                Limit in order to  comply  with  Inland  Revenue
                                restrictions   governing   maximum  funding  and
                                benefit levels.

                        13.2    The   Company   has  not  opted  to  treat  your
                                employment  as   contracted-out   employment  by
                                reference to an occupational  pension scheme and
                                a   contracting-out    certificate   issued   in
                                accordance  with the Pension Schemes Act 1993 is
                                not in force in respect of the employment.

                        13.3    The Company  reserves the right to terminate its
                                participation  in the Permanent Health Insurance
                                Scheme or to substitute  another  provider or to
                                alter the benefits  available  to you under,  or
                                the terms and  conditions of, that scheme at any
                                time. No liability will accrue to the Company in
                                the event that permanent  health insurance cover
                                for  you  is  refused  by  the  provider  or any
                                conditions  or  limitations  to the  benefit are
                                applied  by the  provider.  The  Company's  sole
                                obligations  in respect of this insurance are to
                                pay the  premium  from time to time  required by
                                the  provider  and to pay to you  such  sums (if
                                any) as may from time to time be received by the
                                Company  from the  provider  in  respect  of any
                                claim  made by you  under  the  scheme.  For the
                                avoidance of doubt the Company shall be under no
                                obligation  to take any  action to  enforce  the
                                terms of the  insurance  or otherwise to procure
                                the  benefit  of  the  insurance  for  you or to
                                arrange  provision of cover with another insurer
                                or to meet the cost of that  cover or the amount
                                of any lump sum payment.

                        13.4    Without  prejudice to the Company's rights under
                                this Agreement if you are in receipt of payments
                                under the  permanent  health  insurance  benefit
                                referred to above the Company  shall be entitled
                                in its sole and absolute  discretion to continue
                                the  employment  to facilitate  your  continuing
                                receipt of those payments. During such continued
                                employment,  your  entitlement  to  any  salary,
                                bonus,   sick  pay,  holiday  or  other  benefit
                                whatsoever  referred  to in  this  Agreement  or
                                which you  receive by virtue of your  employment
                                (save  for  the   permanent   health   insurance
                                benefit) shall terminate.

                                       8
<PAGE>


                        13.5    The Company shall be entitled to exercise all of
                                its rights under this Agreement, notwithstanding
                                that the effect of the  exercise  of such rights
                                is or may be to  terminate  your  employment  in
                                circumstances  or at a time as a result of which
                                you  are  or  may be  deprived  of  any  benefit
                                (actual  or  contingent)   under  any  permanent
                                health  insurance  scheme  which may be provided
                                from  time to time by the  Company  pursuant  to
                                this clause 13.

14.    Executive        14.1    You will also  participate in a non tax-approved
       Pension:                 unfunded   retirement   benefit   scheme   ("the
                                UURBS").  The UURBS will be used to pension that
                                part of your annual  gross  salary that  exceeds
                                the Plan Limit  applicable  for the  purposes of
                                the Arrow Scheme.  Further  details of the UURBS
                                and the terms of your  membership are set out in
                                the    letter    titled    "Executive    Pension
                                Arrangement".

15.    Life Assurance:  15.1    Your   participation   in  the  Company's   life
                                insurance  program  will  continue  on the  same
                                basis as prior to your US assignment,  providing
                                a lump sum  benefit of 4 times your base  annual
                                salary on death  during the  Employment  Period.
                                Your    membership   of   the   life   assurance
                                arrangements  is subject  always to their  rules
                                from time to time in force and  subject  further
                                to such  terms  and  conditions  imposed  by the
                                relevant  provider  with whom such  benefits are
                                insured.

                        15.2    The Company reserves the right to cease to offer
                                life assurance or to substitute another provider
                                or to alter the benefits available to you under,
                                or the terms and  conditions  of, that scheme at
                                any  time.  No  liability  will  accrue  to  the
                                Company in the event that life  assurance  cover
                                for  you  is  refused  by  the  provider  or any
                                conditions  or  limitations  to the  benefit are
                                applied  by the  provider.  The  Company's  sole
                                obligations  in respect of this insurance are to
                                pay the  premium  from time to time  required by
                                the  provider  and to pay to you  such  sums (if
                                any) as may from time to time be received by the
                                Company  from the  provider  in  respect  of any
                                claim  made by you under the  scheme and for the
                                avoidance of doubt the Company shall be under no
                                obligation  to take any  action to  enforce  the
                                terms of the  insurance  or otherwise to procure
                                the benefit of the insurance for you.

16     Stock Plans:     16.1    You will  continue to  participate  in the Arrow
                                Electronics,   Inc.  stock  program.   You  will
                                receive information on this plan sometime during
                                the first quarter of 2004.

                                       9
<PAGE>


17     Private          17.1    Your  participation  in the UK  Company  medical
       Medical                  insurance  program will  continue.  This program
       Insurance:               provides private medical insurance for yourself,
                                your partner and your  dependent  children under
                                the age of 21.  Your  membership  in the medical
                                insurance program is subject always to the rules
                                of the  Plan  from  time to time  in  force  and
                                subject  further  to such  terms and  conditions
                                imposed by the relevant  provider with whom such
                                benefits are insured. Whilst on expat assignment
                                in Hong  Kong you will  also be  covered  by the
                                Arrow  Asia  Pacific  Ltd.   medical   insurance
                                program  offered  to  employees  working in Hong
                                Kong.
                        17.2    The  Company  reserves  the  right  to  cease to
                                provide  medical   insurance  or  to  substitute
                                another   provider  or  to  alter  the  benefits
                                available  to  you  under,   or  the  terms  and
                                conditions  of,  that  scheme  at any  time.  No
                                liability  will  accrue  to the  Company  in the
                                event that private  medical  insurance cover for
                                you is refused by the provider or any conditions
                                or limitations to the benefit are applied by the
                                provider.  The  Company's  sole  obligations  in
                                respect of this insurance are to pay the premium
                                from time to time  required by the  provider and
                                to pay to you  such  sums  (if  any) as may from
                                time to time be received by the Company from the
                                provider  in  respect  of any claim  made by you
                                under the scheme and for the  avoidance of doubt
                                the Company shall be under no obligation to take
                                any action to enforce the terms of the insurance
                                or  otherwise  to  procure  the  benefit  of the
                                insurance for you.

18.    Sickness         18.1    If you  are  absent  for  certified  illness  or
       & Injury:                injury,   and  after  you  have   satisfactorily
                                completed your probationary  period, the Company
                                may, at its discretion, make a payment to you in
                                addition to Statutory Sick Pay.  Further details
                                are contained in the Employee Handbook. You will
                                if required  by the  Company  agree to a medical
                                examination by a medical  practitioner  selected
                                and  paid  for  by  the   Company.   You  hereby
                                authorise such medical  practitioner to disclose
                                to and  discuss  with the  Company  any  matters
                                which,  in his opinion,  might hinder or prevent
                                you (if  during a  period  of  incapacity)  from
                                returning  to work or from  properly  performing
                                your  duties any time in addition to the results
                                of any medical examination.


                        18.2    In respect  of any  period of absence  from your
                                employment due to sickness or injury,  you shall
                                complete  such   self-certification   forms  and
                                provide  such  other  medical  certification  in
                                respect  of  that  absence  as the  Company  may
                                reasonably require from time to time.

                                       10
<PAGE>


                        18.3    The Company at all times  reserves  the right to
                                withhold,  discontinue  or request  repayment of
                                any contractual sick pay if:

                        18.3.1  it is satisfied that there has been any abuse of
                                the sick pay  arrangements or  misrepresentation
                                of your health;

                        18.3.2  if an injury from an accident at work was caused
                                by your misconduct at work;

                        18.3.3  if in the opinion of a doctor  nominated  by the
                                Company, you are well enough to work; or

                        18.3.4  if you  behave  in a  manner  likely  to  retard
                                recovery.

                        18.4    If you are incapable of  performing  your duties
                                by  reason  of  circumstances  where  you have a
                                claim for compensation against a third party and
                                you  recover  compensation  for loss of earnings
                                whether from that third party or otherwise,  you
                                shall repay a sum equal to the amount recovered,
                                or,  if  less,  any  amounts  paid to you by the
                                Company during your absence.

19.    Smoking Policy:  19.1    The Company has adopted a no-smoking  policy and
                                your  employment  with the Company is subject to
                                you following the policy.

20.    Employment       20.1    The   "Employment   Period"   as   used  in  the
       Period:                  Agreement, shall mean the period beginning as of
                                the date hereof and  terminating on the last day
                                of the calendar  month in which the first of the
                                following occurs:

                        20.1.1  death; or

                        20.1.2  you become  Disabled as determined in accordance
                                with  clause  21.2  below  and  subject  to  the
                                provisions thereof;

                        20.1.3  termination  of your  employment  by the Company
                                for Cause as defined in clause 23 below, or

                        20.1.4  the  initial   fixed  period  of  employment  to
                                January 31,  2005  expires;  provided,  however,
                                that,  unless  sooner  terminated  as  otherwise
                                provided  herein,  the  Employment  Period shall
                                continue  for a  further  consecutive  period of
                                twelve (12) months but subject to termination by
                                either party giving to the other written  notice
                                not less than 12 months  prior to the  expiry of
                                any  of  the  subsequent   fixed  periods.

                                       11
<PAGE>


21.    Termination:     21.1    This agreement will automatically terminate when
                                you reach your 65th birthday.



                        21.2    For the purposes of this Agreement,  you will be
                                deemed "Disabled" upon the earlier to occur of:

                        21.2.1  your  becoming  Disabled  as  defined  under the
                                terms of the Permanent  Health  Insurance Scheme
                                applicable to you, under clause 13.1 and

                        21.2.2  your  absence  from your duties  hereunder  on a
                                full-time  basis for 12 consecutive  months as a
                                result of your  incapacity  due to  accident  or
                                physical  or  mental  illness.   If  you  become
                                Disabled,  the Employment Period shall terminate
                                on the last day of the  current 12 month  period
                                referred to in clause 20.1.4  above.  Until such
                                termination  of  the  Employment   Period,   the
                                Company  shall  continue to pay to you your base
                                salary, any additional  compensation  authorised
                                by the  Company's  Board of  Directors,  and any
                                other  remuneration and benefits provided to you
                                during your  employment  under the terms of this
                                Agreement,  all  without  delay,  diminution  or
                                proration  of any kind  whatsoever  (except that
                                your remuneration  hereunder shall be reduced by
                                the  amount of any  payments  you may  otherwise
                                receive as a result of your disability  pursuant
                                to your Permanent  Health Insurance under clause
                                13.1 of this Agreement).

                        21.3    After  termination of the Employment Period as a
                                result of your becoming Disabled,  any continued
                                participation   by  you   in   the   retirement,
                                perquisites  and/or  health and welfare  benefit
                                plans of the  Company  shall be  subject  to the
                                Plan rules, eligibility requirements,  terms and
                                conditions set forth in these plans.

                        21.4    In  the  event  that,   notwithstanding  such  a
                                determination of your becoming Disabled, you are
                                determined  not to be  totally  and  permanently
                                disabled prior to the then scheduled  expiration
                                of the Employment  Period, you shall be entitled
                                to resume  employment with the Company under the
                                terms of this  Agreement for the then  remaining
                                balance of the Employment Period.

                        21.5    Your  rights  on  termination  in the event of a
                                change of control of Arrow  Electronics Inc, are
                                contained  in the  change of  control  agreement
                                between you and Arrow Electronics Inc. dated the
                                date  hereof.   Any  payments   and/or  benefits
                                received  by  you  under  that  agreement  shall
                                exhaust in full any payment(s) or benefits which
                                may be due to you on  termination by the Company
                                under this  Agreement  and shall  discharge  the
                                Company's liability in relation to the same.

                                       12
<PAGE>


                        21.6    If you shall  cease by reason of your own act or
                                default  to be a  director  of the  Company  you
                                shall  be   deemed  to  be  in  breach  of  this
                                Agreement and your  employment  shall ipso facto
                                terminate.

22.    Termination      22.1    In the event that the  Company  terminates  your
       without Cause:           employment   without   cause,   it  may  at  its
                                discretion   terminate  your   employment   with
                                immediate  effect  and  pay you a sum in lieu of
                                your  prevailing  salary  less  income  tax  and
                                national insurance  deductions in lieu of all or
                                any unexpired  balance of the Employment  Period
                                in clause 20.1.4.  You shall also be entitled to
                                two-thirds of your  incentive for the Employment
                                Period  in  clause   20.1.4,   vesting   of  any
                                restricted   stock  awards  and  the   immediate
                                exercisability of any stock options,  as well as
                                your rights  under  clause 21.2 which would have
                                vested or  become  exercisable  during  the full
                                Employment Period.

                        22.2    Any amounts  payable to you under this clause 22
                                shall be reduced by the amount of your  earnings
                                from other  employment  (which you shall have an
                                affirmative  duty to  seek;  provided,  however,
                                that you shall not be  obligated to accept a new
                                position which is not  reasonably  comparable to
                                your employment with the Company).

23.    Termination for  23.1    Notwithstanding  the  provisions  of clauses 21,
       Cause:                   and 22 above,  the  Company may  terminate  your
                                employment  for cause by written  notice  having
                                immediate  effect and without  notice or payment
                                in lieu of notice or payment of any compensation
                                or liquidated damages if you:

                        23.1.1  commit any breach of this Agreement other than a
                                breach   which  is  capable  of  remedy  and  is
                                remedied  forthwith  by  you  at  the  Company's
                                request  to  the  complete  satisfaction  of the
                                Company; or

                        23.1.2  are  charged  with or  convicted  of a  criminal
                                offence  other than an offence  carrying a fixed
                                penalty under the Road Traffic Acts;

                                       13
<PAGE>


                        23.1.3  are   guilty   of  any   financial   dishonesty,
                                including,  without  limitation,  fraud  or  the
                                misappropriation  of  funds or  property  of the
                                Company or any Group  Company,  or an attempt to
                                secure  any  personal   profit  related  to  the
                                business or the  business  opportunities  of the
                                Company  or  any  Group   Company   without  the
                                informed written approval of the Board; or

                        23.1.4  become bankrupt, apply for a bankruptcy petition
                                or have a  bankruptcy  order made  against  you,
                                apply for or have made  against  you a receiving
                                order or make any  composition or enter any deed
                                of  arrangement  with your  creditors or have an
                                interim  order  made  against  you  pursuant  to
                                section 252, Insolvency Act 1986; or

                        23.1.5  are  disqualified  or  prohibited  from  being a
                                director  by  reason  of an  order  made  by any
                                competent   court  or  without  express  written
                                consent  of the  Board  resign  or cease to hold
                                office as a  director  of the  Company or of any
                                Group Company; or

                        23.1.6  abuse or  become  dependent  upon or  habitually
                                under the influence of alcohol or drugs (whether
                                prescribed  or not) which may in the  opinion of
                                the Board  affect your  ability to perform  your
                                duties  under this  Agreement or which may bring
                                the  Company  or any other  Group  Company  into
                                disrepute or prejudice  its or their  interests;
                                or

                        23.1.7  are  dishonest  or  guilty  of  wilful  or gross
                                misconduct in the  performance of your duties or
                                wilful  neglect  of duty or  wilfully  refuse to
                                comply with the lawful instructions of the Board
                                or if you shall not have  corrected such conduct
                                to the satisfaction of the Company within thirty
                                days after such  notice,  this  Agreement  shall
                                terminate  and the Company shall have no further
                                obligation to you hereunder;

                        23.1.8  by your  actions or  omissions  (whether  or not
                                during  or in the  context  of  the  employment)
                                bring the name or  reputation  of the Company or
                                any Group  Company  into  disrepute or prejudice
                                the  interests of the business of the Company or
                                any Group Company; or

                        23.1.9  fail to comply in any material  respect with any
                                policy of the Company or any Group Company which
                                has been communicated to you including,  without
                                limitation,  any policy in respect of dealing in
                                shares, equal opportunities and harassment, data
                                protection and use of e-mail and the internet.

                                       14
<PAGE>


                        23.2    The Company's  disciplinary  rules and grievance
                                procedures  shall  not  apply  to a  termination
                                under this clause.

24.    Garden Leave:    24.1    At any  time  after  notice  to  terminate  this
                                Agreement  has been  served or  received  by the
                                Company,  the  Company  may elect to suspend you
                                from  the  performance  of all  or  any of  your
                                duties under this  Agreement and, after doing so
                                appoint  a  replacement  to  hold  the  same  or
                                similar  job title as you and/or  require you to
                                perform only such duties,  specific  projects or
                                tasks as are  assigned to you  expressly  by the
                                Company,  in any case for such period or periods
                                and at such place or places (including,  without
                                limitation,  your  home) as the  Company  in its
                                absolute  discretion  may decide and/or for your
                                replacement  to  carry  out  all or any of  your
                                duties  instead of you and/or  exclude  you from
                                all or any premises of the Group and/or announce
                                to employees,  suppliers and customers  that you
                                have  ceased or will cease to be employed by the
                                Company. You shall continue to receive your full
                                pay  and  contractual  benefits  (excluding  any
                                bonus)  during any such period.  During any such
                                period  you  shall  continue  to be bound by the
                                express and implied  duties of your  employment,
                                including,  without  limitation,  by the duty of
                                fidelity  and good faith owed to the Company and
                                by the provisions at clause 4 of this Agreement.

                        24.2    During any such period you shall:

                        24.2.1  if  requested  by the  Company,  resign from any
                                directorships   trusteeships  or  other  offices
                                which you may hold in the  Company  or any Group
                                Company  or which you may hold as nominee of the
                                Company or any Group Company;

                        24.2.2  notify  the  Company of any change of address or
                                contact details;

                        24.2.3  if requested  by the Company  return all Company
                                property  which is held by you or is under  your
                                control   including   without   limitation   all
                                Confidential  Information,  documents,  software
                                and copies of documents and software;

                        24.2.4  if  requested  by  the  Company,   refrain  from
                                engaging in any contact  (whether or not at your
                                own   instance   with)   directors,   employees,
                                officers,   agents,   clients  and  professional
                                contacts  of the  Company  or any Group  Company
                                except   where  such   employees,   clients  and
                                professional  contacts are  personal  friends of
                                yours and you are contacting  them in a personal
                                capacity;

                                       15
<PAGE>


                        24.2.5  if  requested  by  the  Company  cease  to be an
                                authorised  signatory  of the  Company or hold a
                                power of attorney for the Company;

                        24.2.6  if requested  by the Company take holiday  which
                                has  accrued  up to  the  commencement  of  such
                                period  or which  accrues  during  such  period,
                                during  the  period  on such  day or days as the
                                Company  may  specify.  No  contractual  holiday
                                entitlement  shall  accrue  during  such  period
                                itself,  save  that your  entitlement  to annual
                                leave  pursuant to regulation  13,  Working Time
                                Regulations 1998 shall continue to accrue during
                                such period.

                        24.3    During any such period of garden leave  referred
                                to above, the Company or any Group Company shall
                                be  entitled  to  make  such   announcements  or
                                statements    to    employees,    clients    and
                                professional  contacts  of  the  Company  or any
                                Group Company  concerning you as in its sole and
                                absolute discretion it may decide.

25.    Duties on        25.1    Upon the  termination  of the employment for any
       Termination              reason or if you shall  cease for any  reason to
                                be  a  director  of  the   Company,   you  shall
                                forthwith if so requested by the Company:

                        25.1.1  immediately  resign  without  compensation  from
                                your  office as  director  of the  Company,  all
                                other  companies  of  which  you are a  director
                                which are  members of the  Group,  and all other
                                companies of which you shall have been appointed
                                a director  by any member of the Group by virtue
                                of  any  right  of  nomination  vested  in  such
                                member; and

                        25.1.2  transfer  without  payment  as the  Company  may
                                direct any  shares  held by you  required  to be
                                transferred   either  in  accordance   with  the
                                Company's   articles  of   association   or  the
                                articles of  association of any Group Company or
                                any agreement by which you are bound.

                        25.2    You hereby  irrevocably  and by way of  security
                                authorise  the Company to appoint some person in
                                your  stead  and on your  behalf  to do all such
                                things and execute all such documents  which you
                                are   obliged  to  execute  and  do  under  this
                                Agreement  (including  without  limitation those
                                documents   which  may  be   necessary   for  or
                                incidental to your  resignation  from office and
                                transfer of shares in the above sub- clause.

                                       16
<PAGE>


                        25.3    Upon  termination of the employment for whatever
                                reason  you  shall  immediately  deliver  to the
                                Company all documents and property  belonging or
                                relating to the Company or any Group  Company in
                                your  possession or control  including,  without
                                limitation:

                        25.3.1  all keys,  security passes,  plans,  statistics,
                                documents,   records,  papers,  magnetic  disks,
                                tapes or other software  storage media including
                                any copies thereof;

                        25.3.2  all credit cards and charge  cards  provided for
                                your use by the Company or any Group Company;

                        25.3.3  the car provided under clause 11 and all keys or
                                documents relating to it;

                        25.3.4  all Executive  Materials owned by or licensed to
                                any Group Company;

                        25.3.5  details  of any  password  used by you to access
                                the  computer  system or PC of any member of the
                                Group  and  you  will  not   retain  any  copies
                                thereof; and

                        25.4.6  all  Confidential   Information  and  any  copy,
                                record  or   memorandum   of  any   Confidential
                                Information made by you during the employment.

26.    Non              You accept  that the  restrictions  set out below are in
       Competition:     the interests of the parties and afford  reasonable  and
                        necessary protection to legitimate business interests of
                        the Company.

                        26.1    For  the   period  of  12   months'   after  the
                                termination  of  your   employment   under  this
                                agreement, you will not directly or indirectly:

                        26.1.1. be  engaged or  concerned  or  interested  in or
                                carry on in any capacity any business within the
                                Restricted  Area wholly or partly in competition
                                (or which will within such period  compete) with
                                the Restricted Business (save for the holding as
                                a passive  investor  only of not more than 1% of
                                the issued  ordinary  shares of any company of a
                                class  which are  listed or traded on the London
                                Stock  Exchange,   any  other  recognised  stock
                                exchange or NASDAQ);

                        26.1.2. canvass,   solicit,   interfere  with,  seek  or
                                endeavour to entice away from the Company or any
                                other Group Company in any capacity  whatsoever,
                                any business,  orders or custom which is similar
                                to or in competition with any custom or business
                                from  any  Customer  so as to  compete  with the
                                Restricted Business;

                                       17
<PAGE>


                        26.1.3. accept in any capacity whatsoever, any business,
                                orders  or  custom  which  is  similar  to or in
                                competition  with the  Restricted  Business from
                                any Customer;

                        26.2    For  the   period  of  12   months'   after  the
                                termination  of  your   employment   under  this
                                Agreement, you will not directly or indirectly:

                        26.2.1  solicit  or  endeavour  to entice  away from the
                                Company or any Group  Company  any  Employee  or
                                offer  employment  or engagement to any Employee
                                with a view to the specific  knowledge or skills
                                of such person  being used by or for the benefit
                                of any  person  carrying  on  business  which is
                                similar to or in competition with the Restricted
                                Business or do any act which may  encourage  any
                                Employee   to    terminate    his    employment,
                                appointment  or contract with the Company or any
                                Group Company.

                        26.2.2  If the Company  exercises its right to place you
                                on garden  leave  under  clause 24, the  periods
                                referred  to above  shall be  reduced by one day
                                for  every  day  during  which you are on garden
                                leave.

                        26.3    You shall not at any time  (whether  during  the
                                employment or thereafter)  use any name (whether
                                as part of a corporate name or otherwise)  which
                                is  used  by  the  Company  or any  other  Group
                                Company  at the  Termination  Date or any  other
                                name which is likely to cause confusion with any
                                such name in the minds of members of the public.

                        26.4    You shall not at any time after the  Termination
                                Date represent  yourself as being employed by or
                                otherwise  connected  with  the  Company  or any
                                other Group Company.

                        26.5    You shall at the  request of the  Company  enter
                                into a direct  agreement or undertaking with any
                                other  Group  Company  by which you will  accept
                                restrictions  corresponding  to the restrictions
                                contained in this clause (or such of them as the
                                Company may require in the circumstances).

                        26.6    You  acknowledge  that  the  provisions  of this
                                clause constitute  severable  undertakings given
                                for the  benefit  of the  Company  and all other
                                Group  Companies  and  may  be  enforced  by the
                                Company  on its own  behalf  or on behalf of any
                                other Group Company.

                                       18
<PAGE>


                        26.8    In the  event of any  clause  contained  in this
                                Agreement  or any part  thereof  being  declared
                                invalid  or   unenforceable   by  any  court  of
                                competent  jurisdiction,  all other  clauses  or
                                parts thereof  contained in this Agreement shall
                                remain in full force and effect and shall not be
                                affected thereby.

                        26.9    Each  restriction set out above (whether drafted
                                separately   or   together   with   another)  is
                                independent   and   severable   from  the  other
                                restrictions and enforceable accordingly. If any
                                restriction  is  found  to  be  void,   invalid,
                                illegal or  unenforceable  for any reason by any
                                court of  competent  jurisdiction  but  would be
                                enforceable if part of the wording were deleted,
                                or the period thereof  reduced,  or area covered
                                or range of  activities  reduced  it will  apply
                                with such deletions or  modifications  as may be
                                necessary to make it valid and enforceable.

                        26.10   The  Company  may  transfer or assign its rights
                                under this  clause to its  successors  in title.
                                You may not  transfer  or assign  any  rights or
                                obligations under this clause.

                        26.11   If,  during  the  period  in  which  any  of the
                                restrictions  in this clause  operate  after the
                                termination of your employment,  any third party
                                makes you an offer of  employment  or a contract
                                for services or any other  contract  which would
                                or might  involve  you being in breach of any of
                                the said restrictions,  you shall promptly,  and
                                before accepting any such offer, bring the terms
                                of  this   agreement   to  that  third   party's
                                attention.

27.    Confidentiality: 27.1    Without prejudice to your obligations arising by
                                law,  you  will  not at  any  time  during  your
                                employment or at any time after your  employment
                                has terminated directly or indirectly  disclose,
                                exploit,  communicate  or publish or make use of
                                for your  own  purposes  or  those of any  third
                                party  any  Confidential  Information  as to the
                                practice,  business  dealings  or affairs of the
                                Company  or any of the  Company's  customers  or
                                clients  that  may  come  to your  knowledge  by
                                reason of your  employment for any purpose other
                                than a  legitimate  purpose of the Company  save
                                that  nothing in this clause  shall be construed
                                as  preventing   you  from  making  a  protected
                                disclosure  within  the  meaning  of the  Public
                                Interest Disclosure Act 1998.

                                       19
<PAGE>


                        27.2    You will not at any time during your  employment
                                or after its  termination  make,  except for the
                                benefit of the Company or any Group  Company any
                                copy,  record,  or  memorandum  (whether  or not
                                recorded in writing or on computer disk or tape)
                                of any Confidential Information.

                        27.3    The restrictions  contained in this clause shall
                                not apply to any use or disclosure which is:

                        27.3.1  necessary  in the  proper  performance  of  your
                                duties during your employment;

                        27.3.2  authorised in writing by the Board; or

                        27.3.3  required by law.

                        27.4    You shall at all times during the employment and
                                after its  termination  use your best endeavours
                                to prevent the unauthorised  use,  exploitation,
                                disclosure,  communication or publication of any
                                Confidential  Information whether by any officer
                                or  employee  of the  Company or any other Group
                                Company or by any third party and shall promptly
                                report to the Board any such  unauthorised  use,
                                exploitation,   disclosure,   communication   or
                                publication which comes to your knowledge.

28.    Tax Preparation  28.1    The  Company  shall  make  available  to you tax
       Assistance:              preparation  assistance for your personal income
                                tax   declarations   in  the  UK,  HK  and,   if
                                necessary, US for the duration of your Hong Kong
                                assignment.  The expense for this service  shall
                                be fully  paid by the  Company  and the  Company
                                reserves  the right at all  times to select  the
                                provider of such service.

29.    Protection       29.1    In the  event  you are  assessed  any  state  or
       against                  federal  income taxes in the United  States as a
       US taxes:                result  of your  frequent  and from time to time
                                extended  business  travel during the Employment
                                Period,  the Company assumes the  responsibility
                                for paying the  excess tax costs  incurred  as a
                                result of this business travel.

30.    Intellectual     30.1    You will  promptly  disclose  and deliver to the
       Property:                Company for the exclusive use and benefit of the
                                Company  and the Group any  Executive  Materials
                                and will irrespective of the termination of your
                                employment give all information and data in your
                                possession  as to the  exact  mode  of  working,
                                producing  and using the same and will also give
                                all   such   explanations,    instructions   and
                                documents  to the  Company as the Board may deem
                                appropriate  to  enable  the full and  effectual
                                working, production or use of the same to enable
                                the Company to exploit the  Executive  Materials
                                and Intellectual Property to the best advantage.

                                       20
<PAGE>


                        30.2    To the  extent  not  vested  in the  Company  by
                                operation  of  law,  you  hereby  assign  to the
                                Company absolutely with full title guarantee the
                                Intellectual  Property for the full term of such
                                rights and all renewals and extensions, together
                                with all accrued causes of action.

                        30.3    You hereby  undertake  to keep proper  notes and
                                records   of   all   Executive   Materials   and
                                Intellectual Property Rights in them.

                        30.4    You shall mark all Executive Materials with such
                                patent, copyright,  trade mark and other notices
                                as the Company may require from time to time.

                        30.5    You shall,  without  payment  (unless  otherwise
                                agreed  in  writing  by  the  Company  or to the
                                extent provided in section 40, Patents Act 1977)
                                and whether  during or after the  continuance of
                                your  employment,  promptly do all such  further
                                acts and deeds and things and  execute  all such
                                further  documents and  instruments  as may from
                                time to time be  required  by the Company or its
                                nominee that are  necessary or desirable to vest
                                absolute legal and  beneficial  ownership of the
                                Intellectual  Property  in  the  Company  or its
                                nominee  and to  perfect  the  Company's  or its
                                nominee's   respective  titles  thereto  and  to
                                enable the  Company  and its  nominee to protect
                                and enforce such Intellectual Property including
                                (if requested) assisting in legal proceedings.

                        30.6    You hereby  irrevocably  waive your moral rights
                                in  the  Executive  Materials  anywhere  in  the
                                world,  so that the  Company or any third  party
                                may use and adapt all such  Executive  Materials
                                in  whatsoever  way the  Company  or such  third
                                party determines  without  infringing such moral
                                rights  including (but without  limitation)  the
                                right to be  identified,  the right of integrity
                                and the right against false attribution.

                        30.7    Rights and  obligations  under this clause shall
                                continue in force after the  termination of this
                                Agreement  and shall be binding  upon your heirs
                                and successors, assigns and representatives.

                                       21
<PAGE>


                        30.8    Nothing  in  this  Agreement  shall  oblige  the
                                Company or any Group  Company to seek  patent or
                                other protection for the  Intellectual  Property
                                nor to  exploit  or  otherwise  make use of such
                                materials.

31.    Data Protection: 31.1    For the purposes of the Data Protection Act 1998
                                you  consent  to  the  processing  of all or any
                                personal data including  sensitive personal data
                                as defined in the Data  Protection  Act 1998 (in
                                manual,  electronic or any other form)  relevant
                                to your  employment,  by the Company  and/or any
                                Group  Company  and/or any agent or third  party
                                nominated  by the Company and bound by a duty of
                                confidentiality.  Processing includes but is not
                                limited  to  obtaining,   recording,  using  and
                                holding  data and  includes the transfer of data
                                to any country either inside or outside the EEA.

                        31.2    You  agree  to fully  observe  and  perform  the
                                obligations imposed on individuals  contained in
                                the Data  Protection  Act 1998 and any  codes of
                                practice  or guidance  issued  under the Act and
                                the Company's  data  protection  policy in force
                                from time to time in  relation  to any  personal
                                data including  sensitive personal data that may
                                come into your possession whilst employed by the
                                Company.  Breach of this clause may constitute a
                                disciplinary offence.

32.    Access To        32.1    You may be  provided  with  access to the e-mail
       Email And                and internet for the better  performance of your
       The Internet:            duties and the Company's  e-mail/internet policy
                                in  force  from  time  to  time  applies  to you
                                provided that you shall not send any e-mail of a
                                defamatory   or   abusive    nature   or   which
                                constitutes sexual,  racial or any other form of
                                harassment  and you  shall  be  prohibited  from
                                downloading any  pornographic or other offensive
                                material and you  indemnify  the Company  during
                                and after the  employment  against all liability
                                resulting from your breach of this clause.

                        32.2    The  Company  reserves  the right to monitor all
                                e-mail/internet activity by you for the purposes
                                of  ensuring   compliance   with  the  Company's
                                policies   and   procedures   and  of   ensuring
                                compliance with relevant regulatory requirements
                                and you hereby consent to such monitoring.

33.    Amendments And   33.1    No amendment to the provisions of this Agreement
       Waivers:                 shall be effective  unless in writing and signed
                                by the parties  hereto or their duly  authorised
                                representatives.

                                       22
<PAGE>


                        33.2    All rights,  remedies and powers  conferred upon
                                the parties  hereto are cumulative and shall not
                                be deemed or  construed  to be  exclusive of any
                                other   rights,   remedies   or  powers  now  or
                                hereafter  conferred  upon the parties hereto or
                                either of them by law or otherwise.

                        33.3    Any  failure  at any  time  to  insist  upon  or
                                enforce  any such  right,  remedy or power shall
                                not be construed as a waiver thereof.

34.    Disciplinary     34.1    Any matter of discipline  will be considered and
       Rules,                   determined  by  the  Board.   If  you  have  any
       Grievance                grievance  relating to your  employment,  or are
       Procedures:              dissatisfied  with  any  disciplinary   decision
                                relating to you,  you should apply in writing to
                                the  Chairman  of the  Company,  whose  decision
                                shall  be  final.  The  disciplinary  rules  and
                                grievance  procedures  do not form  part of your
                                contract of employment.

35.    Post-            35.1    Any   provision   of   this   Agreement    which
       Termination              contemplates  or is capable of  operation  after
       Provisions:              the  termination of the  employment  shall apply
                                notwithstanding  termination  of the  employment
                                for   whatever   reason,   including,    without
                                limitation,   an  unlawful  termination  by  the
                                Company.

36.    Office           36.1    The  Company  will  provide  you with an office,
       and Staff:               secretary  and such other  facilities  as may be
                                reasonably  required for the proper discharge of
                                your duties under this Agreement.

37.    Indemnification: 37.1    The Company  agrees to indemnify you for any and
                                all liabilities to which you may be subject as a
                                result of your  employment  hereunder  (and as a
                                result of your service as an officer or director
                                of the Company,  or as an officer or director of
                                any Group  Company,  as well as the costs of any
                                legal action  brought or threatened  against you
                                as a result of such  employment,  to the fullest
                                extent permitted by law.

38.    Whole            38.1    Save for any agreements referred to expressly in
       Agreement:               this Agreement,  this Agreement  constitutes the
                                whole agreement  between the parties.  All other
                                agreements  (if any)  for  service  between  the
                                Company  and/or any Group  Company)  and you are
                                hereby  abrogated and  superseded and any sum or
                                sums  paid to you by way of  remuneration  under
                                any such other agreements after the commencement
                                of the  employment  shall be deemed to have been
                                received  by you on account of the  remuneration
                                payable  to you under  this  Agreement.  For the
                                avoidance of doubt,  if there is any conflict or
                                overlap between this Agreement and the provision
                                of the  Change of  Control  Agreement  dated the
                                date hereof  between  yourself  and the Company,
                                the   provisions   of  the   Change  of  Control
                                Agreement will take precedence.

                                       23
<PAGE>


                        38.2    You have not been  induced  to enter  into  this
                                Agreement  in  reliance  on,  nor  have you been
                                given, any warranty, representation,  statement,
                                agreement   or   undertaking   of   any   nature
                                whatsoever  other than as are  expressly set out
                                in this Agreement and, to the extent that any of
                                them  have   been,   you   unconditionally   and
                                irrevocably   waives  any   claims,   rights  or
                                remedies  which you might  otherwise have had in
                                relation thereto.

                        38.3    There is no collective  agreement which directly
                                affects the terms and  conditions  of employment
                                contained in this Agreement.

39.    Governing Law:   39.1    This   Agreement   shall  be   governed  by  and
                                construed in all respects in accordance with the
                                laws of England.

                        39.2    Each of the parties  hereto  hereby  irrevocably
                                submits  to the  exclusive  jurisdiction  of the
                                English Courts.

40.    Definitions:     40.1    For the purposes of this Agreement:

                                "Board"  means the board of directors  from time
                                to time of the Company or the directors  present
                                at a meeting of  directors  at which a quorum is
                                present  or a duly  appointed  committee  of the
                                Board and  includes  any  person or the board of
                                any other Group  Company  nominated by the Board
                                from  time  to  time  of  the  Company  for  the
                                relevant purposes of this Agreement.

                                "Compensation  Committee" means the compensation
                                committee of Arrow Electronics, Inc.

                                "Confidential     Information"     means     all
                                confidential   information   or  trade   secrets
                                belonging  to or  concerning  the Company or any
                                other Group Company  including,  but not limited
                                to, any information  expressly designated by the
                                Company  or any  other  Group  Company  as being
                                confidential and any information  concerning its
                                or their:

                                (a)     properties,      finances,      business
                                        transactions,    research    activities,
                                        dealings  and  affairs  and  prospective
                                        business     transactions,      research
                                        activities, dealings and affairs;

                                (b)     customers,       including,      without
                                        limitation,   customer  lists,  customer
                                        identities and customer requirements;

                                       24
<PAGE>


                                (c)     existing  and  planned   product  lines,
                                        price  lists  and   pricing   structures
                                        (including,      without     limitation,
                                        discounts,  special  prices  or  special
                                        contract terms offered to or agreed with
                                        customers);

                                (d)     the technology  underlying the concepts,
                                        products   and  services  of  any  Group
                                        Company;

                                (e)     business  plans and sales and  marketing
                                        information,   plans   and   strategies,
                                        processes and formulae;

                                (f)     computer   systems,   source  codes  and
                                        software;

                                (g)     the Executive Materials and Intellectual
                                        Property  Rights in Executive  Materials
                                        which  are  owned by or  licensed  to or
                                        were previously  owned by or licensed to
                                        any Group Company;

                                (h)     directors  and   employees   (including,
                                        without  limitation,  the  decisions  or
                                        contents of Board meetings); and

                                (i)     the  identities  or lists of  suppliers,
                                        licensors,       licensees,      agents,
                                        distributors   or   contractors    (both
                                        current  and those  who were  customers,
                                        suppliers, licensors, licensees, agents,
                                        distributors  or contractors  during the
                                        previous   two   years)   of  any  Group
                                        Company.

                                "Confidential Information" shall not include any
                                information  which  is  publicly   available  or
                                becomes   generally   available  to  the  public
                                otherwise  than by or as a result of a breach of
                                this Agreement by you.

                                "Customer" means any person firm or company with
                                whom   you  or   anyone   working   under   your
                                supervision  or  control  deal  personally,  was
                                responsible for or acted for (other than at a de
                                minimis  level) and who, at the  termination  of
                                your   employment,   was  negotiating  with  the
                                Company  or any  Group  Company  for  Restricted
                                Business  or with whom the  Company or any Group
                                Company has conducted any Restricted Business at
                                any time  during  the  final 12  months  of your
                                employment with the Company;

                                       25
<PAGE>


                                "Employee"  means any  person who was during the
                                final  12  months  of your  employment  with the
                                Company an employee,  director or  consultant of
                                the  Company  or a Group  Company  working  in a
                                senior  management,  senior  technical or senior
                                sales  position  or above  and with whom you had
                                dealings  (other than at a de minimis  level) in
                                the  12   months   immediately   preceding   the
                                Termination Date;

                                "Group Company" means together the Company,  its
                                holding  company if any, and every company which
                                is for the time  being a  subsidiary  company of
                                the  Company or such  holding  company.  For the
                                avoidance  of doubt,  this shall  include  Arrow
                                Electronics,  Inc.  and  any and  every  company
                                which is a subsidiary company or holding company
                                or   otherwise   an  affiliate  of  it  and  the
                                expressions,  "subsidiary" and "holding company"
                                bear the same meanings in this agreement as they
                                respectively bear in the Companies Act 1985;

                                "Group"   means  the   Company  and  each  Group
                                Company;

                                "Executive   Materials"   means  any   materials
                                (including   products,   inventions,   research,
                                software,  formulae,  databases,   instructions,
                                manuals, brochures,  designs, documents, models,
                                drawings   and  reports)   developed,   written,
                                prepared,  devised or  discovered  by you during
                                the course of your employment by the Company;

                                "Intellectual   Property"   means   Intellectual
                                Property Rights in Executive Materials;

                                "Intellectual   Property   Rights"   means   all
                                intellectual  and industrial  property rights in
                                all  and  any  part  of  the  world,  including,
                                without  limitation,  any invention,  discovery,
                                patent, utility model rights,  copyright,  trade
                                marks,  trade  names,   internet  domain  names,
                                design rights, designs,  service marks, database
                                rights,  topography  rights and any other rights
                                of a similar  nature  whether  or not any of the
                                same are capable of protection by  registration,
                                and the right to apply for any of them;

                                "Restricted  Area" means United States,  Canada,
                                Mexico,  South  America,  Europe,  Middle  East,
                                Africa and Asia;

                                "Restricted   Business"   means  the   wholesale
                                distribution of electronic components and all or
                                any other commercial activities carried on or to
                                be  carried  on by  the  Company  or  any  Group
                                Company  at the  Termination  Date in which  you
                                worked  or about  which  you  knew  confidential
                                information  at any time  during  the  final two
                                years of your employment  with the Company;  (j)
                                "Termination Date" means the date of termination
                                of your employment.

                                       26
<PAGE>


This document, together with the enclosed Employee Handbook, forms your contract
of employment  with Arrow  Electronics  (UK) Ltd. For the avoidance of doubt, if
there is any conflict  between the provisions of the Employee  Handbook and this
Agreement, the provisions of this Agreement shall apply.

EXECUTED as a deed by the Company

acting by



.........................)

                        )       /s/ Peter S. Brown
                                ------------------

.........................)       Director

                        )       /s/ Paul J. Reilly
                                ------------------

                                Director/Secretary



Date:



EXECUTED as a deed by Keryn Harriet Green

in the presence of

                                /s/ Keryn Harriet Green
                                -----------------------

                                Keryn Harriet Green

Witness signature:

Witness name:

Witness address:

Date:


                                       27
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>a5069201ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

                 Arrow Electronics Promotes Mike Long
      to President of Components Businesses in North America and
                             Asia/Pacific

    MELVILLE, N.Y.--(BUSINESS WIRE)--Jan. 25, 2006--Arrow Electronics,
Inc. (NYSE:ARW) today announced that Michael J. Long has been promoted
to President of North America and Asia/Pacific Components. Reporting
to Mr. Long will be the Presidents of both the company's North
American and Asia/Pacific components businesses. Mr. Long, with 25
years of experience in electronic components and computer products
distribution, has served as President of the company's North American
Computer Products division and, most recently, as the President of the
company's North American businesses. "Mike has done an outstanding job
in increasing market share, driving improvement in processes, and
making our computer products business the recognized leader in the
markets it serves," said William E. Mitchell, President and Chief
Executive Officer of Arrow Electronics, Inc., "and this new expanded
role will help ensure our success in these two important businesses."
    The company also announced that Harriet Green, President of Arrow
Asia/Pacific, has resigned to join Premier Farnell PLC as Chief
Executive Officer. "Harriet has played an important role in Arrow's
success during her 12 years with Arrow," said Mr. Mitchell. "We wish
her continued success in all that she does in the future."

    Arrow Electronics is a major global provider of products, services
and solutions to industrial and commercial users of electronic
components and computer products. Headquartered in Melville, New York,
Arrow serves as a supply channel partner for nearly 600 suppliers and
150,000 original equipment manufacturers, contract manufacturers and
commercial customers through a global network of more than 200
locations in 53 countries and territories.



    CONTACT: Arrow Electronics, Inc.
             Ira M. Birns, 631-847-1657
             Vice President & Treasurer
             or
             Paul J. Reilly, 631-847-1872
             Senior Vice President & Chief Financial Officer
             or
             Media:
             Jacqueline F. Strayer, 631-847-2101
             Vice President, Corporate Communications

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
