Exhibit 10.1



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


                         ARROW ELECTRONICS (UK) LIMITED

                                     - and -
                               KERYN HARRIET GREEN



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



                                Herbert Smith LLP


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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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<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.

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<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