EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT made as of the 1st day of March, 2004 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 SUSAN M. SUVER, residing at 18 Gloria Lane, Huntington, New York 11743 (the “Executive”).

     WHEREAS, the Executive is now and has been employed by the Company as Vice President, Global Human Resources, 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 Vice President, Global Human Resources 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 Vice President, Global Human Resources).

          If the Board of Directors does not either continue the Executive in the office of Vice President, Global Human Resources 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 $250,000 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 generally.

          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 operating executives, other than the Chief Executive Officer, generally participate) and shall have a targeted incentive thereunder of not less than $125,000 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 participate in the Company’s Unfunded Pension Plan for Selected Executives (the “SERP”).

          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.

     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) February 28, 2006; provided, however, that, unless sooner terminated as otherwise provided herein, the Employment Period shall automatically be extended for one or more twelve (12) month periods beyond the then scheduled expiration date thereof unless between the 18th and 12th month preceding such scheduled expiration date either the Company or the Executive gives the other written notice of its or her election not to have the Employment Period so extended.

     4.  Disability .

          For purposes of this Agreement, the Executive will be deemed “disabled” upon the earlier to occur of (i) her becoming disabled as defined under the terms of the disability benefit program applicable to the Executive, if any, and (ii) her absence from her duties hereunder on a full-time basis for one hundred eighty (180) consecutive days as a result of her incapacity due to accident or physical or mental illness. If the Executive becomes disabled (as defined in the preceding sentence), the Employment Period shall terminate on the last day of the month in which such disability is determined. Until such termination of the Employment Period, the Company shall continue to pay to the Executive her base salary, any additional compensation authorized by the Company’s Board of Directors, and other remuneration and benefits provided in accordance with Paragraph 2 hereof, all without delay, diminution or proration of any kind whatsoever (except that her remuneration hereunder shall be reduced by the amount of any payments she may otherwise receive as a result of her disability pursuant to a disability

program provided by or through the Company), and her medical benefits and life insurance shall remain in full force. After termination of the Employment Period as a result of the disability of the Executive, the medical benefits covering the Executive and her family shall remain in place (subject to the eligibility requirements and other conditions continued in the underlying plan, as described in the Company’s employee benefits manual, and subject to the requirement that the Executive continue to pay the “employee portion” of the cost thereof), and the Executive’s life insurance policy under the Management Insurance Program shall be transferred to her, as provided in the related agreement, subject to the obligation of the Executive to pay the premiums therefor.

          In the event that, notwithstanding such a determination of disability, the Executive is determined not to be totally and permanently disabled prior to the then scheduled e