EMPLOYMENT AGREEMENT

Exhibit 10 (i)(xi)

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").

WHEREAS, the Executive is now and has been employed by the Company as a Senior Vice President, with the responsibilities and duties of an executive officer of the Company; and

WHEREAS, the Company and the Executive wish to provide for the continued employment of the Executive as an employee of the Company and for her to continue to render services to the Company on the terms set forth in, and in accordance with the provisions of, this Employment Agreement (the "Agreement") which Employment Agreement shall supersede and replace any employment agreement entered into prior to the date hereof;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

1. Employment and Duties .

a) Employment . The Company hereby employs the Executive for the Employment Period defined in Paragraph 3, to perform such duties for the Company, its subsidiaries and affiliates and to hold such offices as may be specified from time to time by the Company's Board of Directors, subject to the following provisions of this Agreement. The Executive hereby accepts such employment.

b) Duties and Responsibilities . It is contemplated that the Executive will be a Senior Vice President of the Company, but the Board of Directors shall have the right to adjust the duties, responsibilities, and title of the Executive as the Board of Directors may from time to time deem to be in the interests of the Company (provided, however, that during the Employment Period, without the consent of the Executive, she shall not be assigned any titles, duties or responsibilities which, in the aggregate, represent a material diminution in, or are materially inconsistent with, her prior title, duties, and responsibilities as a Senior Vice President).

If the Board of Directors does not either continue the Executive in the office of Vice President or elect her to some other executive office satisfactory to the Executive, the Executive shall have the right to decline to give further service to the Company and shall have the rights and obligations which would accrue to her under Paragraph 6 if she were discharged without cause. If the Executive decides to exercise such right to decline to give further service, she shall within forty-five days after such action or omission by the Board of Directors give written notice to the Company stating her objection and the action she thinks necessary to correct it, and she shall permit the Company to have a forty-five day period in which to correct its action or omission. If the Company makes a correction satisfactory to the Executive, the Executive shall be obligated to continue to serve the Company. If the Company does not make such a correction, the Executive's rights and obligations under Paragraph 6 shall accrue at the expiration of such forty-five day period.

c) Time Devoted to Duties . The Executive shall devote all of her normal business time and efforts to the business of the Company, its subsidiaries and its affiliates, the amount of such time to be sufficient, in the reasonable judgment of the Board of Directors, to permit her diligently and faithfully to serve and endeavor to further their interests to the best of her ability.

2. Compensation .

a) Monetary Remuneration and Benefits . During the Employment Period, the Company shall pay to the Executive for all services rendered by her in any capacity:

i. a minimum base salary of $460,000 per year (payable in accordance with the Company's then prevailing practices, but in no event less frequently than in equal monthly installments), subject to increase if the Board of Directors of the Company in its sole discretion so determines; provided that, should the company institute a company-wide pay cut/furlough program, such salary may be decreased by up to 15%, but only for as long as said company-wide program is in effect;

ii. such additional compensation by way of salary or bonus or fringe benefits as the Board of Directors of the Company in its sole discretion shall authorize or agree to pay, payable on such terms and conditions as it shall determine; and

iii. such employee benefits that are made available by the Company to its other executives.

b) Annual Incentive Payment . The Executive shall participate in the Company's Management Incentive Plan (or such alternative, successor, or replacement plan or program in which the Company's principal executives, other than the Chief Executive Officer, generally participate) and shall have a targeted incentive thereunder of not less than $240,000 per annum; provided, however, that the Executive's actual incentive payment in any year shall be measured by the Company's performance against goals established for that year and that such performance may produce an incentive payment ranging from none to twice the targeted amount. The Executive's incentive payment for any year will be appropriately pro-rated to reflect a partial year of employment.

c) Supplemental Executive Retirement Plan . The Executive shall continue to participate in the Company's Unfunded Pension Plan for Selected Executives (the "SERP"). In recognition of the fact that the Executive was eligible to receive the full amount of her pension benefit under the SERP commencing November 1, 2002, the Company will "annuitize" the Executive's SERP benefit payable as of November 1, 2002 for the period of the Executive's continuing employment by the Company up to a maximum period of two years from such date, with the resulting amount payable commencing on retirement to be calculated on the basis of an interest rate of 8% applied to the present value of such SERP benefit as of November 1, 2002 during such period and an adjustment for the corresponding reduction in the actuarially-assumed post-retirement period over which such benefits will be paid.

d) Automobile . During the Employment Period, the Company will pay the Executive a monthly automobile allowance of $850.

e) Expenses . During the Employment Period, the Company agrees to reimburse the Executive, upon the submission of appropriate vouchers, for out-of-pocket expenses (including, without limitation, expenses for travel, lodging and entertainment) incurred by the Executive in the course of her duties hereunder.

f) Office and Staff . The Company will provide the Executive with an office, secretary and such other facilities as may be reasonably required for the proper discharge of her duties hereunder.

g) Indemnification . The Company agrees to indemnify the Executive for any and all liabilities to which she may be subject as a result of her employment hereunder (and as a result of her service as an officer or director of the Company, or as an officer or director of any of its subsidiaries or affiliates), as well as the costs of any legal action brought or threatened against her as a result of such employment, to the fullest extent permitted by law.

h) Participation in Plans . Notwithstanding any other provision of this Agreement, the Executive shall have the right to participate in any and all of the plans or programs made available by the Company (or it subsidiaries, divisions or affiliates) to, or for the benefit of, executives (including the annual stock option and restricted stock grant programs) or employees in general, on a basis consistent with other senior executives.

i) Work Location; Transportation; Housing . The Executive may work from her home in Florida one day a week (either Monday or Friday). The Company will reimburse the Executive for the cost of first class round trip commercial air travel between Florida and New York whenever a Friday or Monday is worked out of the Executive's Florida residence. The Company may on certain occasions permit the Executive to utilize the Company plane in lieu of commercial travel with the prior consent of the Chief Executive Officer of the Company. On such occasions, the Executive will promptly reimburse the Company for the use of the Company plane based on the then applicable rates set by the Internal Revenue Service. The Company will also reimburse the Executive for the rental cost of her current Melville apartment and the related charges for utilities. As partial consideration for the Company's reimbursement of these expenses the Company will deduct $1,250 per month (net of applicable taxes) from the Executive's base salary payments.

3. The Employment Period .

The "Employment Period," as used in the 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:

a) the death of the Executive;

b) the disability of the Executive as determined in accordance with Paragraph 4 hereof and subject to the provisions thereof;

c) the termination of the Executive's employment by the Company for cause in accordance with Paragraph 5 hereof; or

d) November 1, 2004; provided that, either the Company or the Executive may terminate the Employment Period prior t