Paying Agency Agreement

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 ...