Exhibit 10
(d) (iii)
AGENCY AGREEMENT
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").
WHEREAS, pursuant to Sections 2(a) and 10(d) of the Arrow
Electronics, Inc. Grantor Trust Agreement between Arrow
Electronics, Inc. and Wachovia as restated November 11, 2003 (the
"Trust Agreement"), prior to a Change of Control Wachovia, as
trustee, is responsible for the payment of benefits at the
direction of Arrow Electronics, Inc. under the Arrangements as
listed in Attachment I and may retain the AGENT for the purposes of
making such payments on Wachovia's behalf;
NOW THEREFORE, the parties hereto agree as follows:
1. Wachovia hereby under Section 10 (d) of the Trust Agreement
appoints AGENT as its sole agent for the preparation and
distribution of some or all of monthly or lump sum benefit checks
and/ or electronic transfers for the payment of benefits which
become due to or with respect to Participants under the
Arrangements. Payments under this Agreement shall only be for
Participants who are designated in writing by Arrow Electronics,
Inc., as grantor of the Trust, to Wachovia and their Beneficiaries
(including any joint annuitants under the Arrangements described in
Paragraph 1 of Attachment I to the Trust Agreement, or
beneficiaries entitled to death benefits under the Arrow
Electronics, Inc. Management Insurance Program referenced in
Paragraph 2 of Attachment I). AGENT hereby accepts such appointment
and agrees to perform the aforementioned functions in accordance
with the terms of this Agreement. In performing these specific
services, AGENT shall at all times be acting as agent for
Wachovia.
2. AGENT will advise Wachovia in writing in advance of the amounts
to be paid and provide Wachovia a copy of the applicable payment
records or checks documenting payment of these benefits for any
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