0000007536-04-000009 Sample Contracts

Contract
Employment Agreement • March 15th, 2004 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • New York

EMPLOYMENT AGREEMENT made as of the 1st day of June 2003 by and between ARROW ELECTRONICS, INC., a New York corporation with its principal office at 50 Marcus Drive, Melville, New York 11747 (the "Company"), and Betty Jane Scheihing, residing at 2419 N.E. Lakeview Drive, Sebring, Florida 33870 (the "Executive").

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AMENDMENT NO. 8 TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • March 15th, 2004 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • New York

AMENDMENT NO. 8 TO TRANSFER AND ADMINISTRATION AGREEMENT, dated as of April 14, 2003 (this " Amendment "), to that certain Transfer and Administration Agreement dated as of March 21, 2001, as amended by Amendment No. 1 to Transfer and Administration Agreement dated as of November 30, 2001, Amendment No. 2 to Transfer and Administration Agreement dated as of December 14, 2001, Amendment No. 3 to Transfer and Administration Agreement dated as of March 20, 2002, Amendment No. 4 to Transfer and Administration Agreement dated as of March 29, 2002, Amendment No. 5 to Transfer and Administration Agreement dated as of May 22, 2002, Amendment No. 6 and Limited Waiver to Transfer and Administration Agreement dated as of September 27, 2002, and Amendment No. 7 to Transfer and Administration Agreement dated as of February 19, 2003 (as so amended and in effect, the " TAA "), by and among Arrow Electronics Funding Corporation, a Delaware corporation (the " SPV "), Arrow Electronics, Inc., a New York

AMENDMENT NO. 9 TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • March 15th, 2004 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • New York

AMENDMENT NO. 9 TO TRANSFER AND ADMINISTRATION AGREEMENT, dated as of August 13, 2003 (this " Amendment ") to that certain Transfer and Administration Agreement dated as of March 21, 2001, as amended by Amendment No. 1 to Transfer and Administration Agreement dated as of November 30, 2001, Amendment No. 2 to Transfer and Administration Agreement dated as of December 14, 2001, Amendment No. 3 to Transfer and Administration Agreement dated as of March 20, 2002, Amendment No. 4 to Transfer and Administration Agreement dated as of March 29, 2002, Amendment No. 5 to Transfer and Administration Agreement dated as of May 22, 2002, Amendment No. 6 and Limited Waiver to Transfer and Administration Agreement dated as of September 27, 2002, Amendment No. 7 to Transfer and Administration Agreement dated as of February 19, 2003, and Amendment No. 8 to Transfer and Administration Agreement dated as of April 14, 2003 (as so amended and in effect, the "TAA"), by and among Arrow Electronics Funding Cor

AMENDMENT NO. 10 TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • March 15th, 2004 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • New York

AMENDMENT NO. 10 TO TRANSFER AND ADMINISTRATION AGREEMENT, dated as of February 18, 2004 (this " Amendment "), to that certain Transfer and Administration Agreement dated as of March 21, 2001, as amended by Amendment No. 1 to Transfer and Administration Agreement dated as of November 30, 2001, Amendment No. 2 to Transfer and Administration Agreement dated as of December 14, 2001, Amendment No. 3 to Transfer and Administration Agreement dated as of March 20, 2002, Amendment No. 4 to Transfer and Administration Agreement dated as of March 29, 2002, Amendment No. 5 to Transfer and Administration Agreement dated as of May 22, 2002, Amendment No. 6 and Limited Waiver to Transfer and Administration Agreement dated as of September 27, 2002, Amendment No. 7 to Transfer and Administration Agreement dated as of February 19, 2003, Amendment No. 8 to Transfer and Administration Agreement dated as of April 14, 2003 and Amendment No. 9 to Transfer and Administration Agreement dated as of August 13,

CONSULTING AGREEMENT
Consulting Agreement • March 15th, 2004 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • New York

Agreement, dated as of the 15th day of December 2003, by and between ARROW ELECTRONICS, INC., a corporation organized and existing under the laws of the State of New York and having an address at 50 Marcus Drive, Melville, New York, New York 11747 (the "Company"), and ROBERT E. KLATELL, 1094 Ponus Ridge Road, New Canaan, Connecticut 06840 (the "Consultant").

Contract
Employment Agreement • March 15th, 2004 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • New York

EMPLOYMENT AGREEMENT made as of the 1st day of January, 2004 by and between ARROW ELECTRONICS EMEASA, INC., a Delaware corporation with its principal office at 50 Marcus Drive, Melville, New York 11747 (the "Company"), and GERMANO FANELLI, residing at 14, Via Fratelli Bressan, 20126 Milano, Italy (the "Executive").

AGENCY AGREEMENT
Agency Agreement • March 15th, 2004 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • North Carolina

THIS AGREEMENT, entered into as of this 11th day of November, 2003, between WACHOVIA BANK, National Association, ("Wachovia") and Arrow Electronics, Inc., a New York corporation ("AGENT").

ARROW ELECTRONICS, INC. GRANTOR TRUST AGREEMENT (as amended and restated November 11, 2003)
Grantor Trust Agreement • March 15th, 2004 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • North Carolina

This Grantor Trust Agreement (the "Trust Agreement") is an amendment and restatement as of November 11, 2003 of an agreement originally entered into on June 25, 1998 by and between ARROW ELECTRONICS, INC. , a New York corporation ("the Company") and WACHOVIA BANK, N.A. , a national association ("the Trustee"), which agreement was amended and restated in its entirety on August 27, 2002 and further amended by Amendment No. 1 adopted August 28, 2003.

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