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                                                                     EXHIBIT 4.5












                             ARROW ELECTRONICS, INC.

                                       and

                            [NAME OF WARRANT AGENT],
                                  Warrant Agent


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



                       WARRANT AGREEMENT [PREFERRED STOCK]

                        Dated as of [___________], 20[__]



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

        [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 [____] shares
of the [title] Preferred Stock of the Company (the "Warrant Securities"), having
the terms which shall be set forth in the Certificate of Designation relating
thereto, 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 [_________] shares of the
Warrant Securities.

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


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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, 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 [__________] shares 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 [__________] shares of Warrant Securities and shall


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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 $[_____] per share of the Warrant Securities.
[During the period from [___________], 20[__], to and including [___________],
20[__], the exercise price of each Warrant will be $[______] per share.] Such
purchase price of Warrant Securities is subject to Section 2.4 and is referred
to in this Agreement as the "Warrant Price".


        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 [(an "Expired Unexercised Warrant")] 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 by delivery to the
Warrant Agent of the Warrant Certificate evidencing such Warrant, with the form
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 of (i) the number of Warrants exercised, (ii)
the instructions of each holder


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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 shall reasonably require.

               (c) As soon as practicable after the exercise of any Warrant, the
Company shall issue 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 as may
be directed by such holder. 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.

        SECTION 2.4. WARRANT PRICE ADJUSTMENT. [Here insert warrant price
adjustment provisions to protect against dilution.]


                                  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 any
dividend or payment on Warrant Securities.

        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


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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 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.

        SECTION 3.04. RESERVATION OF SHARES. The Company shall at all times
reserve and keep available, free from preemptive rights, out of its authorized
[title] Preferred Stock, for the purpose of effecting the exercise of the
Warrants, the full number of shares of [title] Preferred Stock then issuable
upon the exercise of all outstanding Warrants, and the Company shall at all
times reserve and keep available, free from preemptive rights, out of its
authorized [title of security], for the purpose of effecting any exchange or
conversion of the Warrant Securities, the full number of shares of such [title
of security] 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


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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 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


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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.

        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


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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.

                (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 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


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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, 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.


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                                   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 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


                                       11


<PAGE>   12


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.

        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.


                                       12


<PAGE>   13


        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:


                                       13


<PAGE>   14


                                     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
                             [TITLE] PREFERRED STOCK

                                    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)), [_______] shares of the [title] Preferred Stock (the
"Warrant Securities") of the Company, on the following basis: during the period
from and including [___________], 20[___], the exercise price of each Warrant
will be $[______] per share of [title] Preferred Stock[; during the period from
[___________], 20[__], to and including [___________], 20[__], the exercise
price of each Warrant will be $[______] per share] (the "Warrant Price"). 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


                                       14


<PAGE>   15


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. 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
[__________]].

        [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 [__________]] 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].


        [IF NYSE LISTED, INSERT--Warrants not exercised by 5 p.m. on the date
specified above ("Expired Unexercised Warrants") shall have a residual value of
one share of Preferred Stock of the Company per 100 Expired Unexercised
Warrants.]



                                       15


<PAGE>   16


        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 any dividend payments on the Warrant Securities.

        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


                                           [NAME OF WARRANT AGENT],
                                             As Warrant Agent


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


                                       16


<PAGE>   17


                        (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.

                     TO BE EXECUTED UPON EXERCISE OF WARRANT

        The undersigned hereby irrevocably elects to exercise ________ Warrants,
evidenced by this Warrant Certificate, to purchase _________ shares of the
[title] Preferred Stock (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
number of shares of Warrant Securities be 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.


                                       17


<PAGE>   18


Dated:

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

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


                                       18


<PAGE>   19




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

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

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


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

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

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


                                       19


<PAGE>   20




                             [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:

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


                                       20