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                                                                     EXHIBIT 4.4











                             ARROW ELECTRONICS, INC.

                                       and

                            [NAME OF WARRANT AGENT],
                                  Warrant Agent


                                  ------------



                       WARRANT AGREEMENT [DEBT SECURITIES]

                        Dated as of [___________], 20[__]







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        WARRANT AGREEMENT dated as of [_________], 20[__], between ARROW
ELECTRONICS, INC., a New York corporation (the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), and
[_____________], as warrant agent (the "Warrant Agent", which term includes any
successor warrant agent hereunder).

        WHEREAS the Company has entered into an Indenture dated as of
[_______________], [____] (the "Indenture"), with [________________], a
[________] corporation, as Trustee (the "Trustee", which term includes any
successor trustee under the Indenture), providing for the issuance [from time to
time] of the Company's [[title of debt Securities]] [debt securities, to be
issued in one or more series as provided in the Indenture] (the "Debt
Securities");

        [WHEREAS the Company proposes to sell [title of Securities being
offered] (the "Offered Securities") with] [WHEREAS the Company proposes to
issue] Warrant certificates evidencing one or more warrants (the "Warrants";
individually a "Warrant") representing the right to purchase up to an aggregate
principal amount of $[_____________] of Debt Securities, which are to be issued
under the Indenture (the "Warrant Securities"), such warrant certificates and
other warrant certificates issued pursuant to this Agreement being called the
"Warrant Certificates"; and

        WHEREAS the Company desires that the Warrant Agent act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, exchanged, exercised and replaced.

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

                                   ARTICLE I.

                       ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY
                             OF WARRANT CERTIFICATES

        SECTION 1.01. ISSUANCE OF WARRANTS. [Warrants shall be initially issued
in connection with the issuance of the Offered Securities] [but shall be
separately transferable on and after [___________], 20[__] (the "Detachable
Date")] [and shall not be separately transferable] [and each] [Each] Warrant
Certificate shall evidence one or more Warrants. Each Warrant evidenced by a
Warrant Certificate shall represent the right, subject to the provisions
contained herein and therein, to purchase up to $[____________] aggregate
principal amount of Warrant Securities.

        SECTION 1.02. EXECUTION AND DELIVERY OF WARRANT CERTIFICATES. Warrant
Certificates, whenever issued, shall be in [bearer] [or] [registered] form [or
both]


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substantially in the form set forth in Annex A hereto, shall be dated and
may have such letters, numbers or other marks of identification or designation
and such legends or endorsements printed, lithographed or engraved thereon as
the officers of the Company executing the same may approve (execution thereof to
be conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange on which the Warrants may be listed, or to conform to
common usage. The Warrant Certificates shall be signed on behalf of the Company
by its Chairman of the Board, its Chief Executive Officer, its President, its
Chief Operating Officer, its Chief Financial Officer, one of its Vice Presidents
(whether or not designated by a number or word or words added before or after
the title Vice President), its Treasurer or an Assistant Treasurer under its
corporate seal and attested by its Secretary or one of its Assistant
Secretaries. Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise reproduced on the Warrant
Certificates. The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.

        No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant evidenced thereby has
been countersigned by the manual signature of the Warrant Agent. Such signature
by the Warrant Agent upon any Warrant Certificate executed by the Company shall
be conclusive evidence that the Warrant Certificate so countersigned has been
duly issued hereunder.

        In case any officer of the Company who shall have signed any of the
Warrant Certificates shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned and delivered by the
Warrant Agent, such Warrant Certificates may be countersigned and delivered
notwithstanding that the person who signed such Warrant Certificates ceased to
be such officer of the Company; and any Warrant Certificate may be signed on
behalf of the Company by such persons as, at the actual date of the execution of
such Warrant Certificate, shall be the proper officers of the Company, although
at the date of the execution of this Agreement any such person was not such
officer.

        [IF BEARER WARRANTS--The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean [IF OFFERED SECURITIES WITH WARRANTS
WHICH ARE NOT IMMEDIATELY DETACHABLE--prior to the Detachable Date, the
registered owner of the Offered Security to which such Warrant Certificate was
initially attached (or the bearer if the Offered Securities are in bearer form)
and after such Detachable Date] the bearer of such Warrant Certificate.]

        [IF REGISTERED WARRANTS--The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE
NOT IMMEDIATELY DETACHABLE--or, prior to the Detachable Date, upon the register
of the Offered Securities]. The Company will, or will cause the registrar of the
Offered Securities to,


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make available at all times to the Warrant Agent such information as to holders
of the Offered Securities with Warrants as may be necessary to keep the Warrant
Agent's records up-to-date.]

        SECTION 1.03. ISSUANCE OF WARRANT CERTIFICATES. Warrant Certificates
evidencing the right to purchase up to $[____________] principal amount of
Warrant Securities (except as provided in Section 2.03(c), 3.02 and 4.01) may be
executed by the Company and delivered to the Warrant Agent upon the execution of
this Agreement or from time to time thereafter. The Warrant Agent shall, upon
receipt of Warrant Certificates duly executed on behalf of the Company and upon
order of the Company, countersign Warrant Certificates evidencing Warrants
representing the right to purchase up to $[_______] aggregate principal amount
of Warrant Securities and shall deliver such Warrant Certificates to or upon the
order of the Company. Subsequent to such original issuance of the Warrant
Certificates, the Warrant Agent shall countersign a Warrant Certificate only if
the Warrant Certificate is issued in exchange or substitution for one or more
previously countersigned Warrant Certificates [IF REGISTERED WARRANTS--or in
connection with their transfer] as hereinafter provided, or as provided in
Section 2.03(c).

                                   ARTICLE II.

                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

        SECTION 2.01. WARRANT PRICE. During the period from and including
[___________], 20[__], to and including [___________], 20[__], the exercise
price of each Warrant will be [[___]% of the principal amount of the Warrant
Securities] [$[_____] plus [accrued amortization of the original issue discount]
[accrued interest] from the most recently preceding [________]]. [During the
period from [___________], 20[__], to and including [___________], 20[__], the
exercise price of each Warrant will be [[___]% of the principal amount of the
Warrant Securities] [$[_____] plus [accrued amortization of the original issue
discount] [accrued interest] from the most recently preceding [___________]].]
[In each case, the original issue discount will be amortized at a [___]% annual
rate, computed on an annual basis using a 360-day year consisting of twelve
30-day months.] Such purchase price of Warrant Securities is referred to in this
Agreement as the "Warrant Price". [The original issue discount for each $[____]
principal amount of Warrant Securities is
$[---------].]

        SECTION 2.02. DURATION OF WARRANTS. Each Warrant may be exercised in
whole at any time, as specified herein, on or after [the date thereof]
[[___________], 20[__]] and at or before 5:00 p.m. New York City time on
[___________], 20[__] or such later date as may be selected by the Company, in a
written statement to the Warrant Agent and with notice to the holders of
Warrants (such date of expiration being called the "Expiration Date"). Each
Warrant not exercised at or before 5:00 p.m. New York City time on the
Expiration Date shall become void and all rights of the holder of the Warrant
Certificate evidencing such Warrant under this Agreement shall cease.

        SECTION 2.03. EXERCISE OF WARRANTS. (a) During the period specified in
Section 2.02, any whole number of Warrants may be exercised [, subject to
Section 2.03(c),] by delivery to the Warrant Agent of the Warrant Certificate
evidencing such Warrant, with the form


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of election to purchase Warrant Securities set forth on the reverse side of the
Warrant Certificate properly completed and duly executed, and by paying in full
[in lawful money of the United States of America] [in the foreign currency or
currency unit in which the Warrant Securities are denominated] by bank wire
transfer in immediately available funds the Warrant Price for each Warrant
exercised to the principal corporate trust office of the Warrant Agent [or at
[________]]. The date on which the duly completed and executed Warrant
Certificate and payment in full of the Warrant Price is received by the Warrant
Agent shall be deemed to be the date on which the Warrant is exercised. The
Warrant Agent shall deposit all funds received by it in payment of the Warrant
Price in an account of the Company maintained with it and shall advise the
Company by telephone at the end of each day on which a wire transfer for the
exercise of Warrants is received of the amount so deposited to its account. The
Warrant Agent shall promptly confirm such telephone advice to the Company in
writing.

               (b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee of (i) the number of Warrants
exercised, (ii) the instructions of each holder of the Warrant Certificates
evidencing such Warrants with respect to delivery of the Warrant Securities to
which such holder is entitled upon such exercise, (iii) delivery of Warrant
Certificates evidencing the balance, if any, of the Warrants remaining after
such exercise and (iv) such other information as the Company or the Trustee
shall reasonably require.

               (c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized denomination to or
upon the order of the holder of the Warrant Certificate evidencing such Warrant,
the Warrant Securities to which such holder is entitled, [in fully registered
form, registered in such name or names] [in bearer form,] as may be directed by
such holder [; provided, however, that the Company shall deliver Warrant
Securities in bearer form only outside the United States of America (including
the states and District of Columbia) and its possessions (including Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island, and Northern Mariana
Islands) and only upon delivery from the person entitled to physical delivery of
such Warrant Securities of an executed certification substantially in the form
of Annex B hereto]. If fewer than all of the Warrants evidenced by such Warrant
Certificate are exercised, the Company shall execute (attested and under seal as
aforesaid), and an authorized officer of the Warrant Agent shall manually
countersign and deliver, a new Warrant Certificate evidencing the number of such
Warrants remaining unexercised, unless sufficient time does not exist before the
Expiration Date to exercise such Warrants in accordance with the provisions of
this Agreement.

               (d) The Company shall not be required to pay any stamp or other
tax or other governmental charge required to be paid in connection with any
transfer involved in the issuance of the Warrant Securities and the Company
shall not be required to issue or deliver any Warrant Security until such tax or
other charge shall have been paid or it shall have been established to the
satisfaction of the Company that no such tax or other charge is due.


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                                  ARTICLE III.

                 OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
                             OF WARRANT CERTIFICATES

        SECTION 3.01. NO RIGHTS AS A HOLDER OF WARRANT SECURITIES CONFERRED BY
WARRANTS OR WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Securities, including without limitation the right to receive the
payment of principal of or premium, if any, or interest, if any, on Warrant
Securities or to enforce any of the covenants in the Indenture except to the
extent that in connection with any modification of the Indenture pursuant to the
provisions of Section [___] thereof a holder of any unexpired Warrant shall be
deemed to be the holder of the principal amount of Warrant Securities issuable
upon exercise of such Warrant.

        SECTION 3.02. LOST, STOLEN, MUTILATED OR DESTROYED CERTIFICATES. Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it of the
ownership of and the loss, theft, destruction or mutilation of any Warrant
Certificate and of indemnity reasonably satisfactory to it and the Company and,
in the case of mutilation, upon surrender thereof to the Warrant Agent for
cancellation, then, in the absence of notice to the Company or the Warrant Agent
that such Warrant Certificate has been acquired by a bona fide purchaser or
holder in due course, the Company may (or, in the case of mutilation, shall)
execute, and in such event an authorized officer of the Warrant Agent shall
manually countersign and deliver, in exchange for or in lieu of the lost,
stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of
the same tenor and evidencing a like number of Warrants. Upon the issuance of
any new Warrant Certificate under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Warrant Agent) in connection therewith. Every substitute
Warrant Certificate executed and delivered pursuant to this Section in lieu of
any lost, stolen or destroyed Warrant Certificate shall represent an additional
contractual obligation of the Company, whether or not the lost, stolen or
destroyed Warrant Certificate shall be at any time enforceable by anyone, and
shall be entitled to the benefits of this Agreement equally and proportionately
with any and all other Warrant Certificates duly executed and delivered
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) any and all other rights or remedies notwithstanding any law
or statute existing or hereinafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

        SECTION 3.03. HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the Trustee, the holder
of any Warrant Securities or the holder of any other Warrant Certificate, may,
in his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to enforce
or otherwise in respect of, his right to exercise the Warrants evidenced by his
Warrant Certificate in the manner provided in his Warrant Certificate and in
this Agreement.


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        [IF WARRANT SECURITIES ARE EXCHANGEABLE OR CONVERTIBLE--

        SECTION 3.04. CONVERSION OR EXCHANGE. The Company shall at all times
reserve and keep available, free from preemptive rights, out of its authorized
[title of security], the full number of shares of such [title of security] then
issuable upon exchange or conversion of all Warrant Securities.]

                                   ARTICLE IV.

                  EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES

        SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED
SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ISSUED
INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--Prior to the Detachable Date a
Warrant Certificate may be exchanged or transferred only together with the
Offered Securities to which the Warrant Certificate was initially attached, and
only for the purpose of effecting, or in conjunction with, an exchange or
transfer of such Offered Security. Prior to the Detachable Date, each transfer
of the Offered Security [on the register maintained with respect to the Offered
Securities] shall operate also to transfer the related Warrant Certificates.
After the Detachable Date, upon] surrender at the principal corporate trust
office of the Warrant Agent [or [__________]], Warrant Certificates evidencing
Warrants may be exchanged for Warrant Certificates in other denominations
evidencing such Warrants [IF REGISTERED WARRANTS--or the transfer may be
registered in whole or in part]; provided that such other Warrant Certificates
evidence a like number of Warrants as the Warrant Certificates so surrendered.
[IF REGISTERED AND BEARER WARRANTS (SUBJECT TO ANY LIMITATIONS IMPOSED WITH
RESPECT TO SUCH EXCHANGES)--After the Detachable Date, upon] [Upon] surrender at
the principal corporate trust office of the Warrant Agent [or [__________]],
Warrant Certificates in bearer form may be exchanged for Warrant Certificates in
registered form evidencing a like number of Warrants.] [IF REGISTERED
WARRANTS--The Warrant Agent shall keep, at its corporate trust office, books in
which, subject to such reasonable regulations as it may prescribe, it shall
register Warrant Certificates and exchanges and transfers of outstanding Warrant
Certificates upon surrender of the Warrant Certificates to the Warrant Agent at
its principal corporate trust office [or [___________]] for exchange [or
registration of transfer], properly endorsed or accompanied by appropriate
instruments of registration of transfer and written instructions for transfer,
all in form satisfactory to the Company and the Warrant Agent.] The Company may
require payment of a service charge for any exchange [or registration of
transfer] of Warrant Certificates, and may require payment of a sum sufficient
to cover any stamp or other tax or other governmental charge that may be imposed
in connection with any such exchange [or registration of transfer]. Whenever any
Warrant Certificates are so surrendered for exchange [or registration of
transfer] an authorized officer of the Warrant Agent shall manually countersign
and deliver to the person or persons entitled thereto a Warrant Certificate or
Warrant Certificates duly authorized and executed by the Company, as so
requested. The Warrant Agent shall not be required to effect any exchange [or
registration of transfer] which will result in the issuance of a Warrant
Certificate


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evidencing a fraction of a Warrant or a number of full Warrants and a fraction
of a Warrant. All Warrant Certificates issued upon any exchange [or registration
of transfer] of Warrant Certificates shall be the valid obligations of the
Company, evidencing the same obligations, and entitled to the same benefits
under this Agreement, as the Warrant Certificates surrendered for such exchange
[or registration of transfer].

        SECTION 4.02. TREATMENT OF HOLDERS OF WARRANT CERTIFICATES. [IF OFFERED
SECURITIES WITH BEARER WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--Subject to
Section 4.01, each] [IF OFFERED SECURITIES WITH BEARER WARRANTS WHICH ARE
IMMEDIATELY DETACHABLE OR WARRANTS ISSUED INDEPENDENT OF ANY OFFERED
SECURITIES--Each] Warrant Certificate shall be transferable by delivery and
shall be deemed negotiable and the bearer of each Warrant Certificate may be
treated by the Company, the Warrant Agent and all other persons dealing with
such bearer as the absolute owner thereof for any purpose and as the person
entitled to exercise the rights represented by the Warrants evidenced thereby,
any notice to the contrary notwithstanding. [IF REGISTERED WARRANTS--Every
holder of a Warrant Certificate, by accepting the same, consents and agrees with
the Company, the Warrant Agent and with every subsequent holder of such Warrant
Certificate that until the transfer of the Warrant Certificate is registered on
the books of the Warrant Agent [or the register of the Offered Securities prior
to the Detachable Date], the Company and the Warrant Agent [or the registrar of
the Offered Securities prior to the Detachable Date] may treat such registered
holder as the absolute owner thereof for any purpose and as the person entitled
to exercise the rights represented by the Warrants evidenced thereby, any notice
to contrary notwithstanding.]

        SECTION 4.03. CANCELLATION OF WARRANT CERTIFICATES. Any Warrant
Certificate surrendered for exchange [, registration of transfer] or exercise of
the Warrants evidenced thereby, if surrendered to the Company, shall be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent
and shall not be reissued and, except as expressly permitted by this Agreement,
no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof.
The Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of cancelled Warrant Certificates in a manner satisfactory to the
Company.

                                   ARTICLE V.

                          CONCERNING THE WARRANT AGENT

        SECTION 5.01. WARRANT AGENT. The Company hereby appoints the Warrant
Agent as warrant agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth and
the Warrant Agent hereby accepts such appointment. The Warrant Agent shall have
the powers and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on behalf
of the Company as the Company may hereafter grant to or confer upon it in
writing. All of the terms and provisions with respect to such powers and
authority contained in the Warrant Certificates are subject to and governed by
the terms and provisions hereof.


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        SECTION 5.02. CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:

                (a) COMPENSATION AND INDEMNIFICATION. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon with the
Company for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses (including counsel fees)
incurred by the Warrant Agent in connection with the services rendered hereunder
by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Warrant Agent, arising out of
or in connection with its acting as Warrant Agent hereunder, as well as the
costs and expenses of defending against any claim of such liability.

                (b) AGENT FOR THE COMPANY. In acting under this Agreement and in
connection with the Warrant Certificates, the Warrant Agent is acting solely as
agent of the Company and does not assume any fiduciary obligation or
relationship of agency or trust for or with any of the holders of Warrant
Certificates or beneficial owners of Warrants.

                (c) DOCUMENTS. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken, suffered or omitted by
it in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably believed
by it to be genuine and to have been presented or signed by the proper parties.

                (d) CERTAIN TRANSACTIONS. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in,
Warrants and/or Warrant Securities and/or Offered Securities, with the same
rights that it or they would have if it were not the Warrant Agent hereunder,
and, to the extent permitted by applicable law, it or they may engage or be
interested in any financial or other transaction with the Company and may act
on, or as depositary, trustee or agent for, any committee or body of holders of
Warrant Securities, Offered Securities or other obligations of the Company as
freely as if it were not the Warrant Agent hereunder. Nothing in this Agreement
shall be deemed to prevent the Warrant Agent from acting as Trustee under the
Indenture or as trustee under any other indenture with the Company.

                (e) NO LIABILITY FOR INVALIDITY. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the Warrant
Certificates.

                (f) NO LIABILITY FOR INTEREST. The Warrant Agent shall transfer
to the Company interest on any monies at any time received by it pursuant to any
of the provisions of this Agreement or of the Warrant Certificates.

                (g) NO RESPONSIBILITY FOR REPRESENTATIONS. The Warrant Agent
shall not be responsible for any of the recitals or representations herein or in
the Warrant


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Certificates (except as to the Warrant Agent's countersignature thereon), all of
which are made solely by the Company.

                (h) NO IMPLIED OBLIGATIONS. The Warrant Agent shall be obligated
to perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action hereunder
which might involve it in any expense or liability, the payment of which within
a reasonable time is not, in its reasonable opinion, assured to it. The Warrant
Agent shall not be accountable or under any duty or responsibility for the use
by the Company of any of the Warrant Certificates countersigned and delivered by
it to the Company pursuant to this Agreement or for the application by the
Company of the proceeds of the Warrant Certificates. The Warrant Agent shall
have no duty or responsibility in case of any default by the Company in the
performance of its covenants or agreements contained herein or in the Warrant
Certificates or in the case of the receipt of any written demand from a holder
of a Warrant Certificate with respect to such default, including, without
limiting the generality of the foregoing, any duty or responsibility to initiate
or attempt to initiate any proceedings at law or otherwise, or, except as
provided in Section 6.02 hereof, to make any demand upon the Company.

        SECTION 5.03. RESIGNATION AND APPOINTMENT OF SUCCESSOR. (a) The Company
agrees, for the benefit of the holders from time to time of the Warrant
Certificates, that there shall at all times be a Warrant Agent hereunder until
all the Warrant Certificates are no longer exercisable.

                (b) The Warrant Agent may at any time resign as such agent by
giving written notice to the Company of such intention on its part, specifying
the date on which it desires its resignation to become effective; provided that
such date shall not be less than three months after the date on which such
notice is given unless the Company otherwise agrees. The Warrant Agent hereunder
may be removed at any time by the filing with it of an instrument in writing
signed by or on behalf of the Company and specifying such removal and the date
upon which such removal shall become effective. Such resignation or removal
shall take effect upon the appointment by the Company, as hereinafter provided,
of a successor Warrant Agent (which shall be a bank or trust company authorized
under the laws of the jurisdiction of its organization to exercise corporate
trust powers) and the acceptance of such appointment by such successor Warrant
Agent. The obligations of the Company under Section 5.02(a) shall continue to
the extent set forth therein notwithstanding the resignation or removal of the
Warrant Agent.

                (c) In case at any time the Warrant Agent shall resign, or shall
be removed, or shall become incapable of acting, or shall be adjudged a bankrupt
or insolvent, or shall file a petition seeking relief under the Federal
Bankruptcy Code, as now constituted or hereafter amended, or under any other
applicable Federal or state bankruptcy law or similar law or make an assignment
for the benefit of its creditors or consent to the appointment of a receiver or
custodian of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if a receiver
or custodian of it or of all or any substantial part of its property shall be
appointed, or if an order of any court shall be entered for relief against it
under the provisions of the Federal Bankruptcy Code, as now constituted or
hereafter amended,


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or under any other applicable Federal or state bankruptcy or similar law, or if
any public officer shall have taken charge or control of the Warrant Agent or of
its property or affairs, for the purpose of rehabilitation, conservation or
liquidation, a successor Warrant Agent, qualified as aforesaid, shall be
appointed by the Company by an instrument in writing, filed with the successor
Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent
and acceptance by the successor Warrant Agent of such appointment, the Warrant
Agent shall cease to be Warrant Agent hereunder.

                (d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges and
to transfer, deliver and pay over, and such successor Warrant Agent shall be
entitled to receive, all monies, securities and other property on deposit with
or held by such predecessor, as Warrant Agent hereunder.

                (e) Any corporation into which the Warrant Agent hereunder may
be merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                                   ARTICLE VI.

                                  MISCELLANEOUS

        SECTION 6.01. AMENDMENT. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action
shall not adversely affect the interests of the holders of the Warrant
Certificates.

        SECTION 6.02. NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.

        SECTION 6.03. ADDRESSES. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to the Warrant
Agent at its principal corporate trust office at [______________________],
[_________________________], Attention: [_______________________], and any
communication from the Warrant Agent to the


                                       11


<PAGE>   12


Company with respect to this Agreement shall be addressed to Arrow Electronics,
Inc., 25 Hub Drive, Melville, New York 11747 Attention: [____________] or such
other address as shall be specified in writing by the Warrant Agent or the
Company.

        SECTION 6.04. NOTICES TO HOLDERS OF WARRANTS. Any notice to holders of
Warrants which by any provisions of this Agreement is required or permitted to
be given shall be given [IF REGISTERED WARRANTS--by first class mail, postage
prepaid, at such holder's address as appears on the books of the Warrant Agent
[or on the register of the Offered Securities prior to the Detachable Date]] [IF
BEARER WARRANTS--by publication at least once in a daily morning newspaper in
New York City [, in London] [and in [________]].

        SECTION 6.05. APPLICABLE LAW. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the substantive laws of the State of New York
without regard to any conflict of laws provisions.

        SECTION 6.06. DELIVERY OF PROSPECTUS. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus with an accompanying prospectus
supplement relating to the Warrant Securities, and the Warrant Agent agrees that
upon the exercise of any Warrant, the Warrant Agent will deliver to the holder
of the Warrant Certificate evidencing such Warrant prior to or concurrently with
the delivery of the Warrant Securities issued upon such exercise, a copy of such
prospectus and prospectus supplement.

        SECTION 6.07. OBTAINING OF GOVERNMENTAL APPROVALS. The Company will from
time to time take all action which may be necessary to obtain and keep effective
any and all permits, consents and approvals of governmental agencies and
authorities and securities acts filings under United States Federal and state
laws and any applicable laws of other jurisdictions (including without
limitation a registration statement in respect of the Warrants and Warrant
Securities under the Securities Act of 1933) which may be or become required in
connection with the issuance, sale, transfer and delivery of the Warrant
Certificates, the exercise of the Warrants, the issuance, sale, transfer and
delivery of the Warrant Securities issued upon exercise of the Warrants or upon
the expiration of the period during which the Warrants are exercisable.

        SECTION 6.08. PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. Nothing in
this Agreement shall give to any person other than the Company, the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement.

        SECTION 6.09. HEADINGS. The descriptive headings of the several Articles
or Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

        SECTION 6.10. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which as so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.


                                       12


<PAGE>   13


        SECTION 6.11. INSPECTION OF AGREEMENT. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of the
Warrant Agent and the Company for inspection by the holder of any Warrant
Certificate. The Warrant Agent or the Company may require such holder to submit
his Warrant Certificate for inspection by it.

        SECTION 6.12. PAYMENT OF STAMP AND OTHER DUTIES. The Company will pay
all stamp and other duties, if any, to which, under the laws of the United
States of America, the original issuance of the Warrant Certificates may be
subject.


                                       13


<PAGE>   14


        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by one of their respective authorized officers as of the day and year
first above written.

                                    ARROW ELECTRONICS, INC.


                                    By
                                       --------------------------------
                                      Name:
                                      Title:




                                    [NAME OF WARRANT AGENT]


                                    By
                                       --------------------------------
                                      Name:
                                      Title:


                                       14


<PAGE>   15


                                     ANNEX A
                              TO WARRANT AGREEMENT


                          [FORM OF WARRANT CERTIFICATE]

                          [FACE OF WARRANT CERTIFICATE]


[FORM OF LEGEND IF SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE: PRIOR TO [___________], 20[___] THIS WARRANT CERTIFICATE CANNOT BE
TRANSFERRED OR EXCHANGED UNLESS ATTACHED TO A [TITLE OF OFFERED SECURITIES].]

                EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN

                              WARRANTS TO PURCHASE
                                [DEBT SECURITIES]

                                    Issued by

                             ARROW ELECTRONICS, INC.


VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON [___________], 20[___]

[No.]___________________________________________________________ Warrants

        This certifies that [the bearer is the] [[__________] or registered
assigns is the registered] owner of the above indicated number of Warrants, each
Warrant entitling such [bearer] [registered owner] to purchase, at any time
[after 5:00 p.m. New York City time on [___________], 20[__] and] at or before
5:00 p.m. New York City time on [___________], 20[__] (or such later date as may
be selected by Arrow Electronics, Inc., a New York corporation (the "Company")
with notice to the holder hereof as provided in the Warrant Agreement (as
hereinafter defined)), $[____] principal amount of [Title of Warrant Securities]
(the "Warrant Securities") of the Company, to be issued under the Indenture (as
hereinafter defined), on the following basis: during the period from and
including [___________], 20[___], the exercise price of each Warrant will be
[[___]% of the principal amount of the Warrant Securities] [$[______] plus
[accrued amortization of the original issue discount] [accrued interest] from
the most recently preceding [__________]] [; and during the period from
[___________], 20[__], to and including [___________], 20[__], the exercise
price of each Warrant will be [[___]% of the principal amount of the Warrant
Securities] [$[_____] plus [accrued amortization of the original issue discount]
[accrued interest] from the most recently preceding [__________]] [; provided


                                       15


<PAGE>   16


that in each case, the original issue discount will be amortized at a [___]%
annual rate, computed on an annual basis, using a 360-day year consisting of
twelve 30-day months)] (the "Warrant Price"). [The original issue discount for
each $[1,000] principal amount of Warrant Securities is $[__________].] The
holder may exercise the Warrants evidenced hereby by delivery to the Warrant
Agent (as hereinafter defined) of this Warrant Certificate, with the form of
election to purchase on the reverse hereof properly completed and duly executed
and by paying in full [in lawful money of the United States of America] [in the
foreign currency or currency unit in which the Warrant Securities are
denominated] by bank wire transfer in immediately available funds the Warrant
Price for each Warrant exercised to the warrant agent, such delivery and payment
to be made at the principal corporate trust office of [name of Warrant Agent] or
its successor as warrant agent (the "Warrant Agent") [,or [________]], currently
at the address specified on the reverse hereof, and upon compliance with and
subject to the conditions set forth herein and the Warrant Agreement.

        Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Securities [in registered form in denominations
of $[_____] and any integral multiples thereof] [in bearer form in the
denomination of $[_____]] [or both]. Upon any exercise of fewer than all of the
Warrants evidenced by this Warrant Certificate, there shall be issued to the
holder hereof a new Warrant Certificate evidencing the number of Warrants
remaining unexercised, unless sufficient time does not exist to exercise such
Warrants in accordance with the provisions of the Warrant Agreement before the
Warrants become void.

        This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of [___________], 20[__] (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the principal corporate trust
office of the Warrant Agent specified on the reverse hereof [and at
[____________]].

        The Warrant Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture dated as of [___________], [____] (the
"Indenture"), between the Company and [___________], as Trustee (such Trustee
and any successor to such Trustee being hereinafter referred to as the
"Trustee"), and will be subject to the terms and provisions contained in the
Indenture. Copies of the Indenture and the form of the Warrant Securities are on
file at the principal corporate trust office of the Trustee in New York City
[and at
------------------].

        [IF OFFERED SECURITIES WITH BEARER WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--Prior to [___________], 20[__], this Warrant Certificate may be
exchanged or transferred only together with the [Title of Offered Securities]
(the "Offered Securities") to which this Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, an
exchange or transfer of such Offered Securities. After such date, this] [IF
OFFERED SECURITIES WITH BEARER WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR
WARRANTS ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--This] Warrant Certificate
may be registered when this Warrant Certificate is surrendered at the principal
corporate trust office of the Warrant Agent [or


                                       16


<PAGE>   17


[__________]] by the registered owner or his assigns, in person or by his
attorney duly authorized in writing, in the manner and subject to the
limitations provided in the Warrant Agreement.

        [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--Except as provided in the immediately preceding paragraph, after]
[IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR
WARRANTS ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--After] countersignature
by the Warrant Agent and prior to the expiration of this Warrant Certificate,
this Warrant Certificate may be exchanged at the principal corporate trust
office of the Warrant Agent [or [_________]] for Warrant Certificates,
representing the same aggregate number of Warrants, [in registered form] [in
bearer form] [in either registered or bearer form].

        This Warrant Certificate shall not entitle the holder hereof to any of
the rights of a holder of the Warrant Securities, including without limitation
the right to receive payments of principal, of premium, if any, or interest, if
any, on the Warrant Securities or to enforce any of the covenants of the
Indenture, except to the extent that in connection with any modification of the
Indenture pursuant to the provisions of Section [__] thereof a holder of any
unexpired Warrant shall be deemed to be the holder of the principal amount of
Warrant Securities issuable upon exercise of such Warrant.

        This Warrant Certificate shall be governed by, and construed in
accordance with the laws of the State of New York without regard to any conflict
of laws provisions.

        The Warrant Certificate shall not be valid or obligatory for any purpose
until countersigned by the Warrant Agent.

        Dated as of [___________], 20[__].


                                            ARROW ELECTRONICS, INC.

                                            By
                                               --------------------------------
                                              Name:
                                              Title:


                                            [SEAL]


                                            Attest:

                                            -----------------------------------
                                            [Assistant] Secretary


                                       17


<PAGE>   18


                                            [NAME OF WARRANT AGENT],
                                               As Warrant Agent


                                            By
                                               -------------------------------
                                              Name:
                                              Title:


                                       18


<PAGE>   19




                        (REVERSE OF WARRANT CERTIFICATE)

                      INSTRUCTIONS FOR EXERCISE OF WARRANT

        To exercise the Warrants evidenced hereby, the holder must pay by bank
wire transfer in immediately available funds the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent], at its principal corporate
trust office at [insert address of Warrant Agent], Attention: [______________],
[or [______________________________]] which wire transfer must specify the name
of the holder and the number of Warrants exercised by such holder. In addition,
the holder must complete the information required below and present this Warrant
Certificate in person or by mail (registered mail is recommended) to the Warrant
Agent at the addresses set forth below. This Warrant Certificate, completed and
duly executed, must be received by the Warrant Agent together with such wire
transfer. [If the undersigned is requesting delivery of Warrant Securities in
bearer form, the person entitled to physical delivery of such Warrant Securities
will be required to deliver a certificate (copies of which may be obtained from
the Warrant Agent [or [_____________]]) certifying that such Warrant Securities
are not being acquired by or on behalf of a U.S. person or for resale to a U.S.
person unless such U.S. person is qualified under United States tax laws and
regulations.]

                     TO BE EXECUTED UPON EXERCISE OF WARRANT

        The undersigned hereby irrevocably elects to exercise ________ Warrants,
evidenced by this Warrant Certificate, to purchase $______ principal amount of
the [Title of Warrant Securities] (the "Warrant Securities") of Arrow
Electronics, Inc. and represents that he has tendered payment for such Warrant
Securities by bank wire transfer in immediately available funds to the order of
Arrow Electronics, Inc., in care of [insert name and address of Warrant Agent],
in the amount of $______ in accordance with the terms hereof. The undersigned
requests that said principal amount of Warrant Securities be in [bearer form in
the authorized denominations] [fully registered form in the authorized
denominations, registered in such names and delivered], all as specified in
accordance with the instructions set forth below.
        If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below or unless
sufficient time does not exist before the remaining Warrants become void.


                                       19


<PAGE>   20


Dated:


                                            Name
-----------------------------------              ------------------------------
                                                         (Please Print)
                                            Address
-----------------------------------                ----------------------------
(Insert Social Security or Other
Identifying Number of Holder)
                                            -----------------------------------

                                            Signature
                                                     --------------------------


                                       20


<PAGE>   21


The Warrants evidenced hereby may be exercised at the following addresses:

By hand at
               ----------------------------------------------------------------

               ----------------------------------------------------------------

               ----------------------------------------------------------------

By mail at
               ----------------------------------------------------------------

               ----------------------------------------------------------------

               ----------------------------------------------------------------


                                       21


<PAGE>   22


                             [IF REGISTERED WARRANT]

                                   ASSIGNMENT

              (FORM OF ASSIGNMENT TO BE EXECUTED IF HOLDER DESIRES
                     TO TRANSFER WARRANTS EVIDENCED HEREBY)

      FOR VALUE RECEIVED __________ hereby sells assigns and transfers unto

                                            Please insert social security
                                            or other identifying number.


                                            ---------------------------------

----------------------------------          ---------------------------------
Please print name and address
  including zip code)

-------------------------------------------------------------------------

The Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _________________________, Attorney, to
transfer said Warrant Certificate on the books of the Warrant Agent with full
power of substitution in the premises.

Dated:



                                    --------------------------------------
                                                  Signature
                                    (Signature must conform in all respects to
                                    the name of the holder as specified on the
                                    face of this Warrant Certificate and must
                                    bear a signature guarantee by a bank, trust
                                    company or member broker of the New York,
                                    Chicago or Pacific Stock Exchange.)

Signature Guaranteed:

----------------------------------


                                       22


<PAGE>   23


                                     ANNEX B
                              TO WARRANT AGREEMENT


          FORM OF CERTIFICATE FOR DELIVERY OF BEARER WARRANT SECURITIES

                                [DEBT SECURITIES]

                                    Issued by


                             ARROW ELECTRONICS, INC.


To:  Arrow Electronics, Inc.


        This certificate is submitted in connection with the request of the
undersigned that you deliver $_____ principal amount of [Title of Warrant
Securities] (the "Warrant Securities") in bearer form upon exercise of Warrants.

        The undersigned hereby certifies that as of the date hereof (the date of
delivery to the undersigned of the Warrant Securities), the Warrant Securities
which are to be delivered to the undersigned in bearer form are not being
acquired by or for the account or benefit of a United States person, or for
offer to resell or for resale to a United States person or any person who is
within the United States or, if any beneficial interest in the Warrant
Securities is being acquired by a United States person, such United States
person (i) is a foreign branch of a United States financial institution (as
defined in U.S. Treas. Reg. section 1.165-12(c)(1)(v)) which has provided to the
person from which it purchased the obligation a certificate stating that it
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986 and the regulations thereunder (a "qualifying
foreign branch"), (ii) acquired such securities through a qualifying foreign
branch and is holding the obligation through such financial institution or (iii)
is a financial institution holding for purposes of resale during the restricted
period (as defined in U.S. Treas. Reg. section 1.163-5(c)(2)(i)(D)(7)), which
financial institution has not acquired the obligation for the purposes of resale
directly or indirectly to a United States person or to a person within the
United States. In addition, the undersigned hereby certifies that the above-
referenced Warrant Securities are not being acquired by or for the account or
benefit of a "U.S. person", as the term is defined in Regulation S under the
United States Securities Act of 1933, as amended. If the undersigned is a
clearing organization, the undersigned represents that this certificate is based
on statements provided to it by its member organizations. If the undersigned is
a dealer, the undersigned agrees to obtain a similar certificate from each
person entitled to delivery of any of the Warrant Securities in bearer form
purchased from it. Notwithstanding the foregoing, if the undersigned has actual
knowledge that the information contained in such certificate is false, the
undersigned will not deliver a Warrant


                                       23


<PAGE>   24


Security in bearer form to the person who signed such certificate
notwithstanding the delivery of such certificate to the undersigned. The
undersigned will be deemed to have actual knowledge that the beneficial owner is
a United States person for this purpose if the undersigned has a United States
address for the beneficial owner of the Security.
        As used herein, "United States" means the United States of America
(including the states and the District of Columbia) and its possessions,
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Islands, and Northern Mariana Islands; "United States person" means an
individual who is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust the
income of which is subject to United States Federal income taxation regardless
of its source; and a "clearing organization" means an entity which is in the
business of holding obligations for member organizations and transferring
obligations among such members by credit or debit to the account of a member
without the necessity of physical delivery of the obligation.
        The undersigned understands that this certificate may be required in
connection with United States tax laws and regulations. The undersigned
irrevocably authorizes you to produce this certificate or a copy hereof to any
interested party in any administrative or legal proceedings with respect to the
matters covered by this certificate.




                                        ---------------------------------------
                                             (Signature)


Dated:



                                        ---------------------------------------
                                             (Please print name)
Address:


                                       24