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

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                        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:

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                                (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.

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                        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.

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                        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.

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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).

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                        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

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                                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.

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                        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.

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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.

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                        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