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                                                                     EXHIBIT 4.6




                             ARROW ELECTRONICS, INC.

                     FLOATING RATE NOTES DUE OCTOBER 5, 2001
                     8.20% SENIOR NOTES DUE OCTOBER 1, 2003
                     8.70% SENIOR NOTES DUE OCTOBER 1, 2005
                     9.15% SENIOR NOTES DUE OCTOBER 1, 2010


                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


                                                              September 29, 2000

Goldman, Sachs & Co.
Chase Securities Inc.
Morgan Stanley & Co. Incorporated
         As representatives of the several Purchasers
         named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

         Arrow Electronics, Inc., a New York corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its Floating Rate Notes
due October 5, 2001, its 8.20% Senior Notes due October 1, 2003, its 8.70%
Senior Notes due October 1, 2005 and its 9.15% Senior Notes due October 1, 2010.
As an inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Company agrees with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:

         SECTION 1. Certain Definitions. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

         "Base Interest" shall mean the interest that would otherwise accrue on
the Securities under the terms thereof and the Indenture, without giving effect
to the provisions of this Agreement.

         The term "broker-dealer" shall mean any broker or dealer registered
with the Commission under the Exchange Act.


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         "Closing Date" shall mean the date on which the Securities are
initially issued.

         "Commission" shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.

         "Effective Time", in the case of (i) an Exchange Registration, shall
mean the time and date as of which the Commission declares the Exchange
Registration Statement effective or as of which the Exchange Registration
Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean
the time and date as of which the Commission declares the Shelf Registration
Statement effective or as of which the Shelf Registration Statement otherwise
becomes effective.

         "Electing Holder" shall mean any holder of Registrable Securities that
has returned a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.

         "Exchange Offer" shall have the meaning assigned thereto in Section
2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
Section 3(d) hereof.

         "Exchange Registration Statement" shall have the meaning assigned
thereto in Section 2(a) hereof.

         "Exchange Securities" shall have the meaning assigned thereto in
Section 2(a) hereof.

         The term "holder" shall mean each of the Purchasers and other persons
who acquire Registrable Securities from time to time (including any successors
or assigns), in each case for so long as such person owns any Registrable
Securities.

         "Indenture" shall mean the Indenture, dated as of January 15, 1997,
between the Company and Bank of Montreal Trust Company, as Trustee, as the same
shall be amended from time to time.

         "Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.

         The term "person" shall mean a corporation, association, partnership,
organization, business, individual, government or political subdivision thereof
or governmental agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
September 29, 2000, between the Purchasers and the Company relating to the
Securities.


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         "Purchasers" shall mean the Purchasers named in Schedule I to the
Purchase Agreement.

         "Registrable Securities" shall mean the Securities; provided, however,
that a Security shall cease to be a Registrable Security when (i) in the
circumstances contemplated by Section 2(a) hereof, the Security has been
exchanged for an Exchange Security in an Exchange Offer as contemplated in
Section 2(a) hereof (provided that any Exchange Security that, pursuant to the
last two sentences of Section 2(a), is included in a prospectus for use in
connection with resales by broker-dealers shall be deemed to be a Registrable
Security with respect to Sections 5, 6 and 9 until resale of such Registrable
Security has been effected within the 180-day period referred to in Section
2(a)); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf
Registration Statement registering such Security under the Securities Act has
been declared or becomes effective and such Security has been sold or otherwise
transferred by the holder thereof pursuant to and in a manner contemplated by
such effective Shelf Registration Statement; (iii) such Security is sold
pursuant to Rule 144 under circumstances in which any legend borne by such
Security relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed by the Company or pursuant to the
Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k)
of Rule 144; or (v) such Security shall cease to be outstanding.

         "Registration Default" shall have the meaning assigned thereto in
Section 2(c) hereof.

         "Registration Expenses" shall have the meaning assigned thereto in
Section 4 hereof.

         "Resale Period" shall have the meaning assigned thereto in Section 2(a)
hereof.

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
Securities outside the ordinary course of such holder's business, (iii) a holder
who has arrangements or understandings with any person to participate in the
Exchange Offer for the purpose of distributing Exchange Securities and (iv) a
holder that is a broker-dealer, but only with respect to Exchange Securities
received by such broker-dealer pursuant to an Exchange Offer in exchange for
Registrable Securities acquired by the broker-dealer directly from the Company.

         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
rule promulgated under the Securities Act (or any successor provision), as the
same shall be amended from time to time.

         "Securities" shall mean, collectively, the Floating Rate Notes due
October 5, 2001, the 8.20% Senior Notes due October 1, 2003, the 8.70% Senior
Notes due October 1, 2005 and the 9.15% Senior Notes due October 1, 2010, of the
Company to be issued and sold to the Purchasers, and securities issued in
exchange therefor or in lieu thereof pursuant to the Indenture.

         "Securities Act" shall mean the Securities Act of 1933, or any
successor thereto, as the same shall be amended from time to time.


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         "Shelf Registration" shall have the meaning assigned thereto in Section
2(b) hereof.

         "Shelf Registration Statement" shall have the meaning assigned thereto
in Section 2(b) hereof.

         "Special Interest" shall have the meaning assigned thereto in Section
2(c) hereof.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
any successor thereto, and the rules, regulations and forms promulgated
thereunder, all as the same shall be amended from time to time.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

         SECTION 2.  Registration under the Securities Act.

         3 Except as set forth in Section 2(b) below, the Company agrees to file
under the Securities Act, as soon as practicable, but no later than 60 days
after the Closing Date, a registration statement relating to an offer to
exchange (such registration statement, the "Exchange Registration Statement",
and such offer, the "Exchange Offer") any and all of the Securities for a like
aggregate principal amount of debt securities issued by the Company, which debt
securities are substantially identical to the Securities (and are entitled to
the benefits of a trust indenture which is substantially identical to the
Indenture or is the Indenture and which has been qualified under the Trust
Indenture Act), except that they have been registered pursuant to an effective
registration statement under the Securities Act and do not contain provisions
for the additional interest contemplated in Section 2(c) below (such new debt
securities hereinafter called "Exchange Securities"). The Company agrees to use
all commercially reasonable efforts to cause the Exchange Registration Statement
to become effective under the Securities Act as soon as practicable, but no
later than 180 days after the Closing Date. The Exchange Offer will be
registered under the Securities Act on the appropriate form and will comply with
all applicable tender offer rules and regulations under the Exchange Act. The
Company further agrees to use all commercially reasonable efforts to commence
and complete the Exchange Offer promptly, but no later than 45 days after such
registration statement has become effective, hold the Exchange Offer open for at
least 30 days and exchange Exchange Securities for all Registrable Securities
that have been properly tendered and not withdrawn on or prior to the expiration
of the Exchange Offer. The Exchange Offer will be deemed to have been
"completed" only if the debt securities received by holders other than
Restricted Holders in the Exchange Offer for Registrable Securities are, upon
receipt, transferable by each such holder without restriction under the
Securities Act and the Exchange Act and without material restrictions under the
blue sky or securities laws of a substantial majority of the States of the
United States of America. The Exchange Offer shall be deemed to have been
completed upon the earlier to occur of (i) the Company having exchanged the
Exchange Securities for all outstanding Registrable Securities pursuant to the
Exchange Offer and (ii) the Company having exchanged, pursuant


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to the Exchange Offer, Exchange Securities for all Registrable Securities that
have been properly tendered and not withdrawn before the expiration of the
Exchange Offer, which shall be on a date that is at least 30 days following the
commencement of the Exchange Offer. The Company agrees (x) to include in the
Exchange Registration Statement a prospectus for use in any resales by any
holder of Exchange Securities that is a broker-dealer and (y) to keep such
Exchange Registration Statement effective for a period (the "Resale Period")
beginning when Exchange Securities are first issued in the Exchange Offer and
ending upon the earlier of the expiration of the 180th day after the Exchange
Offer has been completed or such time as such broker-dealers no longer own any
Registrable Securities. With respect to such Exchange Registration Statement,
such broker-dealers shall have the benefit of the rights of indemnification and
contribution set forth in Sections 6(a), 6(c), 6(d) and 6(e) hereof.

          (a) If (i) on or prior to the time the Exchange Offer is completed,
existing Commission interpretations are changed such that the debt securities
received by holders other than Restricted Holders in the Exchange Offer for
Registrable Securities are not or would not be, upon receipt, transferable by
each such holder without restriction under the Securities Act, (ii) the Exchange
Offer has not been completed within 225 days following the Closing Date or (iii)
the Exchange Offer is not available to any holder of the Securities, the Company
shall, in lieu of (or, in the case of clause (iii), in addition to) conducting
the Exchange Offer contemplated by Section 2(a), file under the Securities Act
as soon as practicable, but no later than the later of 30 days after the time
such obligation to file arises, a "shelf" registration statement providing for
the registration of, and the sale on a continuous or delayed basis by the
holders of, all of the Registrable Securities (or, in the case of clause (iii),
those Registrable Securities for which the Exchange Offer is not available),
pursuant to Rule 415 or any similar rule that may be adopted by the Commission
(such filing, the "Shelf Registration" and such registration statement, the
"Shelf Registration Statement"). The Company agrees to use all commercially
reasonable efforts (x) to cause the Shelf Registration Statement to become or be
declared effective no later than 120 days after such Shelf Registration
Statement is filed and to keep such Shelf Registration Statement continuously
effective for a period ending on the earlier of the second anniversary of the
Effective Time or such time as there are no longer any Registrable Securities
outstanding, provided, however, that no holder shall be entitled to be named as
a selling securityholder in the Shelf Registration Statement or to use the
prospectus forming a part thereof for resales of Registrable Securities unless
such holder is an Electing Holder, and (y) after the Effective Time of the Shelf
Registration Statement, promptly upon the request of any holder of Registrable
Securities that is not then an Electing Holder, to take any action reasonably
necessary to enable such holder to use the prospectus forming a part thereof for
resales of Registrable Securities, including, without limitation, any action
necessary to identify such holder as a selling securityholder in the Shelf
Registration Statement, provided, however, that nothing in this Clause (y) shall
relieve any such holder of the obligation to return a completed and signed
Notice and Questionnaire to the Company in accordance with Section 3(d)(iii)
hereof. The Company further agrees to supplement or make amendments to the Shelf
Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Company agrees to furnish to each
Electing Holder copies of any such supplement


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or amendment prior to its being used or promptly following its filing with the
Commission.

          (b) In the event that (i) the Company has not filed the Exchange
Registration Statement or Shelf Registration Statement on or before the date on
which such registration statement is required to be filed pursuant to Section
2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or
Shelf Registration Statement has not become effective or been declared effective
by the Commission on or before the date on which such registration statement is
required to become or be declared effective pursuant to Section 2(a) or 2(b),
respectively, or (iii) the Exchange Offer has not been completed within 45 days
after the initial effective date of the Exchange Registration Statement relating
to the Exchange Offer (if the Exchange Offer is then required to be made) or
(iv) any Exchange Registration Statement or Shelf Registration Statement
required by Section 2(a) or 2(b) hereof is filed and declared effective but
shall thereafter either be withdrawn by the Company or shall become subject to
an effective stop order issued pursuant to Section 8(d) of the Securities Act
suspending the effectiveness of such registration statement (except as
specifically permitted herein) without being succeeded immediately by an
additional registration statement filed and declared effective (each such event
referred to in clauses (i) through (iv), a "Registration Default" and each
period during which a Registration Default has occurred and is continuing, a
"Registration Default Period"), then, as liquidated damages for such
Registration Default, subject to the provisions of Section 9(b), special
interest ("Special Interest"), in addition to the Base Interest, shall accrue at
a per annum rate of 0.25% for the first 90 days of the Registration Default
Period, at a per annum rate of 0.50% for the second 90 days of the Registration
Default Period, at a per annum rate of 0.75% for the third 90 days of the
Registration Default Period and at a per annum rate of 1.0% thereafter for the
remaining portion of the Registration Default Period.

          (c) The Company shall take all commercially reasonable actions
necessary or advisable to be taken by it to ensure that the transactions
contemplated herein are effected as so contemplated.

          (d) Any reference herein to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a registration statement as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.

         SECTION 4.  Registration Procedures.

         If the Company files a registration statement pursuant to Section 2(a)
or Section 2(b), the following provisions shall apply:

          (a) At or before the Effective Time of the Exchange Offer or the Shelf
Registration, as the case may be, the Company shall qualify the Indenture under
the Trust Indenture Act of 1939.

          (b) In the event that such qualification would require the appointment
of a new trustee under the Indenture, the Company shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.


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          (c) In connection with the Company's obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a) (the
"Exchange Registration"), if applicable, the Company shall, as soon as
practicable (or as otherwise specified):

                  (i) prepare and file with the Commission, as soon as
         practicable but no later than 60 days after the Closing Date, an
         Exchange Registration Statement on any form which may be utilized by
         the Company and which shall permit the Exchange Offer and resales of
         Exchange Securities by broker-dealers during the Resale Period to be
         effected as contemplated by Section 2(a), and use all commercially
         reasonable efforts to cause such Exchange Registration Statement to
         become effective as soon as practicable thereafter, but no later than
         180 days after the Closing Date;

                  (ii) as soon as practicable prepare and file with the
         Commission such amendments and supplements to such Exchange
         Registration Statement and the prospectus included therein as may be
         necessary to effect and maintain the effectiveness of such Exchange
         Registration Statement for the periods and purposes contemplated in
         Section 2(a) hereof and as may be required by the applicable rules and
         regulations of the Commission and the instructions applicable to the
         form of such Exchange Registration Statement, and promptly provide each
         broker-dealer holding Exchange Securities with such number of copies of
         the prospectus included therein (as then amended or supplemented), in
         conformity in all material respects with the requirements of the
         Securities Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder, as such broker-dealer
         reasonably may request prior to the expiration of the Resale Period,
         for use in connection with resales of Exchange Securities;

                  (iii) promptly notify each broker-dealer that has requested or
         received copies of the prospectus included in such registration
         statement, and confirm such advice in writing, (A) when such Exchange
         Registration Statement or the prospectus included therein or any
         prospectus amendment or supplement or post-effective amendment has been
         filed, and, with respect to such Exchange Registration Statement or any
         post-effective amendment, when the same has become effective, (B) of
         any comments by the Commission and by the blue sky or securities
         commissioner or regulator of any state with respect thereto or any
         request by the Commission for amendments or supplements to such
         Exchange Registration Statement or prospectus or for additional
         information, (C) of the issuance by the Commission of any stop order
         suspending the effectiveness of such Exchange Registration Statement or
         the initiation or threatening of any proceedings for that purpose, (D)
         if at any time the representations and warranties of the Company
         contemplated by Section 5 cease to be true and correct in all material
         respects, (E) of the receipt by the Company of any notification with
         respect to the suspension of the qualification of the Exchange
         Securities for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose, or (F) at any time
         during the Resale Period when a prospectus is required to be delivered
         under the Securities Act, that such Exchange Registration Statement,
         prospectus, prospectus


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         amendment or supplement or post-effective amendment does not conform in
         all material respects to the applicable requirements of the Securities
         Act and the Trust Indenture Act and the rules and regulations of the
         Commission thereunder or contains an untrue statement of a material
         fact or omits to state any material fact required to be stated therein
         or necessary to make the statements therein not misleading in light of
         the circumstances then existing;

                  (iv) in the event that the Company would be required, pursuant
         to Section 3(e)(iii)(F) above, to notify any broker-dealers holding
         Exchange Securities, without delay prepare and furnish to each such
         holder a reasonable number of copies of a prospectus supplemented or
         amended so that, as thereafter delivered to purchasers of such Exchange
         Securities during the Resale Period, such prospectus shall conform in
         all material respects to the applicable requirements of the Securities
         Act and the Trust Indenture Act and the rules and regulations of the
         Commission thereunder and shall not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading in
         light of the circumstances then existing;

                  (v) use all commercially reasonable efforts to obtain the
         withdrawal of any order suspending the effectiveness of such Exchange
         Registration Statement or any post-effective amendment thereto at the
         earliest practicable date;

                  (vi) use all commercially reasonable efforts to (A) register
         or qualify the Exchange Securities under the securities laws or blue
         sky laws of such jurisdictions as are contemplated by Section 2(a) no
         later than the commencement of the Exchange Offer, (B) keep such
         registrations or qualifications in effect and comply with such laws so
         as to permit the continuance of offers, sales and dealings therein in
         such jurisdictions until the expiration of the Resale Period and (C)
         take any and all other actions as may be reasonably necessary or
         advisable to enable each broker-dealer holding Exchange Securities to
         consummate the disposition thereof in such jurisdictions; provided,
         however, that the Company shall not be required for any such purpose to
         (1) qualify as a foreign corporation in any jurisdiction wherein it
         would not otherwise be required to qualify but for the requirements of
         this Section 3(c)(vi), (2) consent to general service of process in any
         such jurisdiction or (3) make any changes to its certificate of
         incorporation or by-laws or any agreement between it and its
         stockholders;

                  (vii) use all commercially reasonable efforts to obtain the
         consent or approval of each governmental agency or authority, whether
         federal, state or local, which may be required to effect the Exchange
         Registration, the Exchange Offer and the offering and sale of Exchange
         Securities by broker-dealers during the Resale Period;

                  (viii) provide a CUSIP number for all Exchange Securities, not
         later than the applicable Effective Time;

                  (ix) comply with all applicable rules and regulations of the
         Commission, and make generally available to its securityholders as soon
         as


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         practicable but no later than eighteen months after the effective date
         of such Exchange Registration Statement, an earning statement of the
         Company and its subsidiaries complying with Section 11(a) of the
         Securities Act (including, at the option of the Company, Rule 158
         thereunder).

          (d) In connection with the Company's obligations with respect to the
Shelf Registration, if applicable, the Company shall, as soon as practicable (or
as otherwise specified):

                  (i) prepare and file with the Commission, as soon as
         practicable but in any case within the time periods specified in
         Section 2(b), a Shelf Registration Statement on any form which may be
         utilized by the Company and which shall register all of the Registrable
         Securities for resale by the holders thereof in accordance with such
         method or methods of disposition as may be specified by such of the
         holders as, from time to time, may be Electing Holders and use its best
         efforts to cause such Shelf Registration Statement to become effective
         as soon as practicable but in any case within the time periods
         specified in Section 2(b);

                  (ii) not less than 30 calendar days prior to the Effective
         Time of the Shelf Registration Statement, mail the Notice and
         Questionnaire to the holders of Registrable Securities; no holder shall
         be entitled to be named as a selling securityholder in the Shelf
         Registration Statement as of the Effective Time, and no holder shall be
         entitled to use the prospectus forming a part thereof for resales of
         Registrable Securities at any time, unless such holder has returned a
         completed and signed Notice and Questionnaire to the Company by the
         deadline for response set forth therein; provided, however, that
         holders of Registrable Securities shall have at least 28 calendar days
         from the date on which the Notice and Questionnaire is first mailed to
         such holders to return a completed and signed Notice and Questionnaire
         to the Company;

                  (iii) after the Effective Time of the Shelf Registration
         Statement, upon the request of any holder of Registrable Securities
         that is not then an Electing Holder, promptly send a Notice and
         Questionnaire to such holder; provided that the Company shall not be
         required to take any action to name such holder as a selling
         securityholder in the Shelf Registration Statement or to enable such
         holder to use the prospectus forming a part thereof for resales of
         Registrable Securities until such holder has returned a completed and
         signed Notice and Questionnaire to the Company;

                  (iv) as soon as practicable prepare and file with the
         Commission such amendments and supplements to such Shelf Registration
         Statement and the prospectus included therein as may be necessary to
         effect and maintain the effectiveness of such Shelf Registration
         Statement for the period specified in Section 2(b) hereof and as may be
         required by the applicable rules and regulations of the Commission and
         the instructions applicable to the form of such Shelf Registration
         Statement, and furnish to the Electing Holders copies of any such
         supplement or amendment simultaneously with or prior to its being used
         or filed with the Commission;


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                  (v) comply with the provisions of the Securities Act with
         respect to the disposition of all of the Registrable Securities covered
         by such Shelf Registration Statement in accordance with the intended
         methods of disposition by the Electing Holders provided for in such
         Shelf Registration Statement;

                  (vi) provide (A) the Electing Holders, (B) the underwriters
         (which term, for purposes of this Exchange and Registration Rights
         Agreement, shall include a person deemed to be an underwriter within
         the meaning of Section 2(a)(11) of the Securities Act), if any,
         thereof, (C) any sales or placement agent therefor, (D) counsel for any
         such underwriter or agent and (E) not more than one counsel for all the
         Electing Holders the opportunity to participate in the preparation of
         such Shelf Registration Statement, each prospectus included therein or
         filed with the Commission and each amendment or supplement thereto;

                  (vii) for a reasonable period prior to the filing of such
         Shelf Registration Statement, and throughout the period specified in
         Section 2(b), make available at reasonable times at the Company's
         principal place of business or such other reasonable place for
         inspection by the persons referred to in Section 3(d)(vi) who shall
         certify to the Company that they have a current intention to sell the
         Registrable Securities pursuant to the Shelf Registration such
         financial and other information and books and records of the Company,
         and cause the officers, employees, counsel and independent certified
         public accountants of the Company to respond to such inquiries, as
         shall be reasonably necessary, in the judgment of the respective
         counsel referred to in such Section, to conduct a reasonable
         investigation within the meaning of Section 11 of the Securities Act;
         provided, however, that each such party shall be required to maintain
         in confidence and not to disclose to any other person any information
         or records reasonably designated by the Company as being confidential,
         until such time as (A) such information becomes a matter of public
         record (whether by virtue of its inclusion in such registration
         statement or otherwise), or (B) such person shall be required so to
         disclose such information pursuant to a subpoena or order of any court
         or other governmental agency or body having jurisdiction over the
         matter (subject to the requirements of such order, and only after such
         person shall have given the Company prompt prior written notice of such
         requirement), or (C) such information is required to be set forth in
         such Shelf Registration Statement or the prospectus included therein or
         in an amendment to such Shelf Registration Statement or an amendment or
         supplement to such prospectus in order that such Shelf Registration
         Statement, prospectus, amendment or supplement, as the case may be,
         complies with applicable requirements of the federal securities laws
         and the rules and regulations of the Commission and does not contain an
         untrue statement of a material fact or omit to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing;

                  (viii) promptly notify each of the Electing Holders, any sales
         or placement agent therefor and any underwriter thereof (which
         notification may be made through any managing underwriter that is a
         representative of such


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<PAGE>   11

         underwriter for such purpose) and confirm such advice in writing, (A)
         when such Shelf Registration Statement or the prospectus included
         therein or any prospectus amendment or supplement or post-effective
         amendment has been filed, and, with respect to such Shelf Registration
         Statement or any post-effective amendment, when the same has become
         effective, (B) of any comments by the Commission and by the blue sky or
         securities commissioner or regulator of any state with respect thereto
         or any request by the Commission for amendments or supplements to such
         Shelf Registration Statement or prospectus or for additional
         information, (C) of the issuance by the Commission of any stop order
         suspending the effectiveness of such Shelf Registration Statement or
         the initiation or threatening of any proceedings for that purpose, (D)
         if at any time the representations and warranties of the Company
         contemplated by Section 3(d)(xvi) or Section 5 cease to be true and
         correct in all material respects, (E) of the receipt by the Company of
         any notification with respect to the suspension of the qualification of
         the Registrable Securities for sale in any jurisdiction or the
         initiation or threatening of any proceeding for such purpose, or (F) if
         at any time when a prospectus is required to be delivered under the
         Securities Act, that such Shelf Registration Statement, prospectus,
         prospectus amendment or supplement or post-effective amendment does not
         conform in all material respects to the applicable requirements of the
         Securities Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder or contains an untrue
         statement of a material fact or omits to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing;

                  (ix) use all commercially reasonable efforts to obtain the
         withdrawal of any order suspending the effectiveness of such
         registration statement or any post-effective amendment thereto at the
         earliest practicable date;

                  (x) if requested by any managing underwriter or underwriters,
         any placement or sales agent or any Electing Holder, promptly
         incorporate in a prospectus supplement or post-effective amendment such
         information as is required by the applicable rules and regulations of
         the Commission and as such managing underwriter or underwriters, such
         agent or such Electing Holder specifies should be included therein
         relating to the terms of the sale of such Registrable Securities,
         including information with respect to the principal amount of
         Registrable Securities being sold by such Electing Holder or agent or
         to any underwriters, the name and description of such Electing Holder,
         agent or underwriter, the offering price of such Registrable Securities
         and any discount, commission or other compensation payable in respect
         thereof, the purchase price being paid therefor by such underwriters
         and with respect to any other terms of the offering of the Registrable
         Securities to be sold by such Electing Holder or agent or to such
         underwriters; and make all required filings of such prospectus
         supplement or post-effective amendment promptly after notification of
         the matters to be incorporated in such prospectus supplement or
         post-effective amendment;

                  (xi) furnish to each Electing Holder, each placement or sales
         agent, if any, therefor, each underwriter, if any, thereof and the
         respective counsel referred to in Section 3(d)(vi) an executed copy
         (or, in the case of an Electing


                                       11
<PAGE>   12

         Holder, a conformed copy) of such Shelf Registration Statement, each
         such amendment and supplement thereto (in each case including all
         exhibits thereto (in the case of an Electing Holder of Registrable
         Securities, upon request) and documents incorporated by reference
         therein) and such number of copies of such Shelf Registration Statement
         (excluding exhibits thereto and documents incorporated by reference
         therein unless specifically so requested by such Electing Holder, agent
         or underwriter, as the case may be) and of the prospectus included in
         such Shelf Registration Statement (including each preliminary
         prospectus and any summary prospectus), in conformity in all material
         respects with the applicable requirements of the Securities Act and the
         Trust Indenture Act and the rules and regulations of the Commission
         thereunder, and such other documents, as such Electing Holder, agent,
         if any, and underwriter, if any, may reasonably request in order to
         facilitate the offering and disposition of the Registrable Securities
         owned by such Electing Holder, offered or sold by such agent or
         underwritten by such underwriter and to permit such Electing Holder,
         agent and underwriter to satisfy the prospectus delivery requirements
         of the Securities Act; and the Company hereby consents to the use of
         such prospectus (including such preliminary and summary prospectus) and
         any amendment or supplement thereto by each such Electing Holder and by
         any such agent and underwriter, in each case in the form most recently
         provided to such person by the Company, in connection with the offering
         and sale of the Registrable Securities covered by the prospectus
         (including such preliminary and summary prospectus) or any supplement
         or amendment thereto;

                  (xii) use all commercially reasonable efforts to (A) register
         or qualify the Registrable Securities to be included in such Shelf
         Registration Statement under such securities laws or blue sky laws of
         such jurisdictions as any Electing Holder and each placement or sales
         agent, if any, therefor and underwriter, if any, thereof shall
         reasonably request, (B) keep such registrations or qualifications in
         effect and comply with such laws so as to permit the continuance of
         offers, sales and dealings therein in such jurisdictions during the
         period the Shelf Registration is required to remain effective under
         Section 2(b) above and for so long as may be necessary to enable any
         such Electing Holder, agent or underwriter to complete its distribution
         of Securities pursuant to such Shelf Registration Statement and (C)
         take any and all other actions as may be reasonably necessary or
         advisable to enable each such Electing Holder, agent, if any, and
         underwriter, if any, to consummate the disposition in such
         jurisdictions of such Registrable Securities; provided, however, that
         the Company shall not be required for any such purpose to (1) qualify
         as a foreign corporation in any jurisdiction wherein it would not
         otherwise be required to qualify but for the requirements of this
         Section 3(d)(xii), (2) consent to general service of process in any
         such jurisdiction or (3) make any changes to its certificate of
         incorporation or by-laws or any agreement between it and its
         stockholders;

                  (xiii) use all commercially reasonable efforts to obtain the
         consent or approval of each governmental agency or authority, whether
         federal, state or local, which may be required to effect the Shelf
         Registration or the offering or sale in connection therewith or to
         enable the selling holder or holders to offer, or to consummate the
         disposition of, their Registrable Securities;


                                       12
<PAGE>   13


                  (xiv) Unless any Registrable Securities shall be in book-entry
         only form, cooperate with the Electing Holders and the managing
         underwriters, if any, to facilitate the timely preparation and delivery
         of certificates representing Registrable Securities to be sold, which
         certificates, if so required by any securities exchange upon which any
         Registrable Securities are listed, shall be penned, lithographed or
         engraved, or produced by any combination of such methods, on steel
         engraved borders, and which certificates shall not bear any restrictive
         legends; and, in the case of an underwritten offering, enable such
         Registrable Securities to be in such denominations and registered in
         such names as the managing underwriters may request at least two
         business days prior to any sale of the Registrable Securities;

                  (xv) provide a CUSIP number for all Registrable Securities,
         not later than the applicable Effective Time;

                  (xvi) enter into one or more underwriting agreements,
         engagement letters, agency agreements, "best efforts" underwriting
         agreements or similar agreements, as appropriate, including customary
         provisions relating to indemnification and contribution, and take such
         other actions in connection therewith as any Electing Holders
         aggregating at least 20% in aggregate principal amount of the
         Registrable Securities at the time outstanding shall request in order
         to expedite or facilitate the disposition of such Registrable
         Securities;

                  (xvii) whether or not an agreement of the type referred to in
         Section 3(d)(xvi) hereof is entered into and whether or not any portion
         of the offering contemplated by the Shelf Registration is an
         underwritten offering or is made through a placement or sales agent or
         any other entity, (A) make such representations and warranties to the
         Electing Holders and the placement or sales agent, if any, therefor and
         the underwriters, if any, thereof in form, substance and scope as are
         customarily made in connection with an offering of debt securities
         pursuant to any appropriate agreement or to a registration statement
         filed on the form applicable to the Shelf Registration; (B) obtain an
         opinion of counsel to the Company in customary form and covering such
         matters, of the type customarily covered by such an opinion, as the
         managing underwriters, if any, or as any Electing Holders of at least
         20% in aggregate principal amount of the Registrable Securities at the
         time outstanding may reasonably request, addressed to such Electing
         Holder or Electing Holders and the placement or sales agent, if any,
         therefor and the underwriters, if any, thereof and dated the effective
         date of such Shelf Registration Statement (and if such Shelf
         Registration Statement contemplates an underwritten offering of a part
         or all of the Registrable Securities, dated the date of the closing
         under the underwriting agreement relating thereto) (it being agreed
         that the matters to be covered by such opinion shall include the due
         incorporation and good standing of the Company and its subsidiaries;
         the qualification of the Company and its subsidiaries to transact
         business as foreign corporations; the due authorization, execution
         and delivery of the relevant agreement of the type referred to in
         Section 3(d)(xvi) hereof; the due authorization, execution,


                                       13
<PAGE>   14

         authentication and issuance, and the validity and enforceability, of
         the Securities; the absence of material legal or governmental
         proceedings involving the Company; the absence of a breach by the
         Company or any of its subsidiaries of, or a default under, material
         agreements binding upon the Company or any subsidiary of the Company;
         the absence of governmental approvals required to be obtained in
         connection with the Shelf Registration, the offering and sale of the
         Registrable Securities, this Exchange and Registration Rights Agreement
         or any agreement of the type referred to in Section 3(d)(xvi) hereof,
         except such approvals as may be required under state securities or blue
         sky laws; the material compliance as to form of such Shelf Registration
         Statement and any documents incorporated by reference therein and of
         the Indenture with the requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         thereunder, respectively; and, as of the date of the opinion and of the
         Shelf Registration Statement or most recent post-effective amendment
         thereto, as the case may be, the absence from such Shelf Registration
         Statement and the prospectus included therein, as then amended or
         supplemented, and from the documents incorporated by reference therein
         (in each case other than the financial statements and other financial
         information contained therein) of an untrue statement of a material
         fact or the omission to state therein a material fact necessary to make
         the statements therein not misleading (in the case of such documents,
         in the light of the circumstances existing at the time that such
         documents were filed with the Commission under the Exchange Act)); (C)
         obtain a "cold comfort" letter or letters from the independent
         certified public accountants of the Company addressed to the selling
         Electing Holders, the placement or sales agent, if any, therefor or the
         underwriters, if any, thereof, dated (i) the effective date of such
         Shelf Registration Statement and (ii) the effective date of any
         prospectus supplement to the prospectus included in such Shelf
         Registration Statement or post-effective amendment to such Shelf
         Registration Statement which includes unaudited or audited financial
         statements as of a date or for a period subsequent to that of the
         latest such statements included in such prospectus (and, if such Shelf
         Registration Statement contemplates an underwritten offering pursuant
         to any prospectus supplement to the prospectus included in such Shelf
         Registration Statement or post-effective amendment to such Shelf
         Registration Statement which includes unaudited or audited financial
         statements as of a date or for a period subsequent to that of the
         latest such statements included in such prospectus, dated the date of
         the closing under the underwriting agreement relating thereto), such
         letter or letters to be in customary form and covering such matters of
         the type customarily covered by letters of such type; (D) deliver such
         documents and certificates, including officers' certificates, as may be
         reasonably requested by any Electing Holders of at least 20% in
         aggregate principal amount of the Registrable Securities at the time
         outstanding or the placement or sales agent, if any, therefor and the
         managing underwriters, if any, thereof to evidence the accuracy of the
         representations and warranties made pursuant to clause 3(d)(xvii)(A)
         above or those contained in Section 5(a) hereof and the compliance with
         or satisfaction of any agreements or conditions contained in the
         underwriting agreement or other agreement entered into by the Company;
         and (E) undertake such obligations relating to expense


                                       14
<PAGE>   15

         reimbursement, indemnification and contribution as are provided in
         Section 6 hereof;

                  (xviii) notify in writing each holder of Registrable
         Securities of any proposal by the Company to amend or waive any
         provision of this Exchange and Registration Rights Agreement pursuant
         to Section 9(h) hereof and of any amendment or waiver effected pursuant
         thereto, each of which notices shall contain the text of the amendment
         or waiver proposed or effected, as the case may be;

                  (xix) in the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Registrable Securities or participate
         as a member of an underwriting syndicate or selling group or "assist in
         the distribution" (within the meaning of the Conduct Rules (the
         "Conduct Rules") of the National Association of Securities Dealers,
         Inc. ("NASD") or any successor thereto, as amended from time to time)
         thereof, whether as a holder of such Registrable Securities or as an
         underwriter, a placement or sales agent or a broker or dealer in
         respect thereof, or otherwise, assist such broker-dealer in complying
         with the requirements of such Conduct Rules, including by (A) if such
         Conduct Rules shall so require, engaging a "qualified independent
         underwriter" (as defined in such Conduct Rules) to participate in the
         preparation of the Shelf Registration Statement relating to such
         Registrable Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Shelf Registration Statement is an underwritten offering or is
         made through a placement or sales agent, to recommend the yield of such
         Registrable Securities, (B) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 6 hereof (or to such other customary extent as may
         be requested by such underwriter), and (C) providing such information
         to such broker-dealer as may be required in order for such
         broker-dealer to comply with the requirements of the Conduct Rules; and

                  (xx) comply with all applicable rules and regulations of the
         Commission, and make generally available to its securityholders as soon
         as practicable but in any event not later than eighteen months after
         the effective date of such Shelf Registration Statement, an earning
         statement of the Company and its subsidiaries complying with Section
         11(a) of the Securities Act (including, at the option of the Company,
         Rule 158 thereunder).

          (e) In the event that the Company would be required, pursuant to
Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or
sales agent, if any, therefor and the managing underwriters, if any, thereof,
the Company shall without delay prepare and furnish to each of the Electing
Holders, to each placement or sales agent, if any, and to each such underwriter,
if any, a reasonable number of copies of a prospectus supplemented or amended so
that, as thereafter delivered to purchasers of Registrable Securities, such
prospectus shall conform in all material respects to the applicable requirements
of the Securities Act and the Trust Indenture Act and the rules and regulations
of the Commission thereunder and shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not


                                       15
<PAGE>   16

misleading in light of the circumstances then existing. Each Electing Holder
agrees that upon receipt of any notice from the Company pursuant to Section
3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue the
disposition of Registrable Securities pursuant to the Shelf Registration
Statement applicable to such Registrable Securities until such Electing Holder
shall have received copies of such amended or supplemented prospectus, and if so
directed by the Company, such Electing Holder shall deliver to the Company (at
the Company's expense) all copies, other than permanent file copies, then in
such Electing Holder's possession of the prospectus covering such Registrable
Securities at the time of receipt of such notice.

          (f) In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice
Questionnaire, the Company may require such Electing Holder to furnish to the
Company such additional information regarding such Electing Holder and such
Electing Holder's intended method of distribution of Registrable Securities as
may be required in order to comply with the Securities Act. Each such Electing
Holder agrees to notify the Company as promptly as practicable of any inaccuracy
or change in information previously furnished by such Electing Holder to the
Company or of the occurrence of any event in either case as a result of which
any prospectus relating to such Shelf Registration contains or would contain an
untrue statement of a material fact regarding such Electing Holder or such
Electing Holder's intended method of disposition of such Registrable Securities
or omits to state any material fact regarding such Electing Holder or such
Electing Holder's intended method of disposition of such Registrable Securities
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, and promptly to furnish
to the Company any additional information required to correct and update any
previously furnished information or required so that such prospectus shall not
contain, with respect to such Electing Holder or the disposition of such
Registrable Securities, an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing.

          (g) Until the expiration of two years after the Closing Date, the
Company will not, and will not permit any of its "affiliates" (as defined in
Rule 144) to, resell any of the Registrable Securities that have been reacquired
by any of them except pursuant to an effective registration statement under the
Securities Act.

         SECTION 5. Registration Expenses.

         The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any fees and disbursements of counsel for the Electing
Holders or underwriters in connection with such qualification and determination,
(c) all expenses relating to the preparation, printing, production, distribution
and reproduction of each registration


                                       16
<PAGE>   17

statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements among
underwriters, selling agreements and blue sky or legal investment memoranda and
all other documents in connection with the offering, sale or delivery of
Securities to be disposed of (including certificates representing the
Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustee under the
Indenture, any agent of the Trustee and any counsel for the Trustee and of any
collateral agent or custodian, (f) internal expenses (including all salaries and
expenses of the Company's officers and employees performing legal or accounting
duties), (g) fees, disbursements and expenses of counsel and independent
certified public accountants of the Company (including the expenses of any
opinions or "cold comfort" letters required by or incident to such performance
and compliance), (h) fees, disbursements and expenses of any "qualified
independent underwriter" engaged pursuant to Section 3(d)(xix) hereof, (i) fees,
disbursements and expenses of one counsel for the Electing Holders retained in
connection with a Shelf Registration, as selected by the Electing Holders of at
least a majority in aggregate principal amount of the Registrable Securities
held by Electing Holders (which counsel shall be reasonably satisfactory to the
Company), (j) any fees charged by securities rating services for rating the
Securities, and (k) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company in connection with such
registration (collectively, the "Registration Expenses"). To the extent that any
Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities or any placement or sales agent therefor or underwriter thereof, the
Company shall reimburse such person for the full amount of the Registration
Expenses so incurred, assumed or paid promptly after receipt of a request
therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

         SECTION 6. Representations and Warranties.

         The Company represents and warrants to, and agrees with, each Purchaser
and each of the holders from time to time of Registrable Securities that:

          (a) Each registration statement covering Registrable Securities and
each prospectus (including any preliminary or summary prospectus) contained
therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any
further amendments or supplements to any such registration statement or
prospectus, when it becomes effective or is filed with the Commission, as the
case may be, and, in the case of an underwritten offering of Registrable
Securities, at the time of the closing under the underwriting agreement relating
thereto, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; and at


                                       17
<PAGE>   18

all times subsequent to the Effective Time when a prospectus would be required
to be delivered under the Securities Act, other than from (i) such time as a
notice has been given to holders of Registrable Securities pursuant to Section
3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as the Company
furnishes an amended or supplemented prospectus pursuant to Section 3(e) or
Section 3(c)(iv) hereof, each such registration statement, and each prospectus
(including any summary prospectus) contained therein or furnished pursuant to
Section 3(d) or Section 3(d) hereof, as then amended or supplemented, will
conform in all material respects to the requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein.

          (b) Any documents incorporated by reference in any prospectus referred
to in Section 5(a) hereof, when they become or became effective or are or were
filed with the Commission, as the case may be, will conform or conformed in all
material respects to the requirements of the Securities Act or the Exchange Act,
as applicable, and none of such documents will contain or contained an untrue
statement of a material fact or will omit or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein.

          (c) The compliance by the Company with all of the provisions of this
Exchange and Registration Rights Agreement and the consummation of the
transactions herein contemplated will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any subsidiary of the Company is a party or by which the
Company or any subsidiary of the Company is bound or to which any of the
property or assets of the Company or any subsidiary of the Company is subject,
nor will such action result in any violation of the provisions of the
certificate of incorporation, as amended, or the by-laws of the Company or any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any subsidiary of the Company or
any of their properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency
or body is required for the consummation by the Company of the transactions
contemplated by this Exchange and Registration Rights Agreement, except the
registration under the Securities Act of the Securities, qualification of the
Indenture under the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under State
securities or blue sky laws in connection with the offering and distribution of
the Securities.


                                       18
<PAGE>   19

          (d) This Exchange and Registration Rights Agreement has been duly
authorized, executed and delivered by the Company.

          SECTION 7. Indemnification.

          (a) Indemnification by the Company. The Company will indemnify and
hold harmless each of the holders of Registrable Securities included in an
Exchange Registration Statement, including, without limitation, the
broker-dealers referred to in the last sentence of Section 2(a), each of the
Electing Holders of Registrable Securities included in a Shelf Registration
Statement and each person who participates as a placement or sales agent or as
an underwriter in any offering or sale of such Registrable Securities against
any losses, claims, damages or liabilities, joint or several, to which such
holder, agent or underwriter may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Exchange Registration
Statement or Shelf Registration Statement, as the case may be, under which such
Registrable Securities were registered under the Securities Act, or any
preliminary, final or summary prospectus contained therein or furnished by the
Company to any such holder, Electing Holder, agent or underwriter, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse such holder, such Electing Holder, such agent and such underwriter for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable to any such
person in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
or preliminary, final or summary prospectus, or amendment or supplement thereto,
in reliance upon and in conformity with written information furnished to the
Company by such person expressly for use therein.

          (b) Indemnification by the Holders and any Agents and Underwriters.
The Company may require, as a condition to including any Registrable Securities
in any registration statement filed pursuant to Section 2(b) hereof and to
entering into any underwriting agreement with respect thereto, that the Company
shall have received an undertaking reasonably satisfactory to it from the
Electing Holder of such Registrable Securities and from each underwriter named
in any such underwriting agreement, severally and not jointly, to (i) indemnify
and hold harmless the Company, and all other holders of Registrable Securities,
against any losses, claims, damages or liabilities to which the Company or such
other holders of Registrable Securities may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such Electing Holder, agent or underwriter, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made


                                       19
<PAGE>   20

in reliance upon and in conformity with written information furnished to the
Company by such Electing Holder or underwriter expressly for use therein, and
(ii) reimburse the Company for any legal or other expenses reasonably incurred
by the Company in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that no such Electing
Holder shall be required to undertake liability to any person under this Section
6(b) for any amounts in excess of the dollar amount of the proceeds to be
received by such Electing Holder from the sale of such Electing Holder's
Registrable Securities pursuant to such registration.

          (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection 6(a) or 6(b) above of written notice of the commencement
of any action, such indemnified party shall, if a claim in respect thereof is to
be made against an indemnifying party pursuant to the indemnification provisions
of or contemplated by this Section 6, notify such indemnifying party in writing
of the commencement of such action; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than the reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified
party.

          (d) Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or


                                       20
<PAGE>   21

omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or by such indemnified party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The parties hereto agree that it
would not be just and equitable if contributions pursuant to this Section 6(d)
were determined by pro rata allocation (even if the holders or any agents or
underwriters or all of them were treated as one entity for such purpose) or by
any other method of allocation which does not take account of the equitable
considerations referred to in this Section 6(d). The amount paid or payable by
an indemnified party as a result of the losses, claims, damages, or liabilities
(or actions in respect thereof) referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6(d), no holder shall be required
to contribute any amount in excess of the amount by which the dollar amount of
the proceeds received by such holder from the sale of any Registrable Securities
(after deducting any fees, discounts and commissions applicable thereto) exceeds
the amount of any damages which such holder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders' and any underwriters' obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them and not joint.




          (e) The obligations of the Company under this Section 6 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each officer, director and partner of
each holder, agent and underwriter and each person, if any, who controls any
holder, agent or underwriter within the meaning of the Securities Act; and the
obligations of the holders and any agents or underwriters contemplated by this
Section 6 shall be in addition to any liability which the respective holder,
agent or underwriter may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company and to each person,
if any, who controls the Company within the meaning of the Securities Act.

         SECTION 8.  Underwritten Offerings.

          (a) Selection of Underwriters. If any of the Registrable Securities
covered by the Shelf Registration are to be sold pursuant to an underwritten
offering, the managing underwriter or underwriters thereof shall be designated
by Electing Holders holding at least a majority in aggregate principal amount of
the Registrable Securities to be included in such offering, provided that such
designated managing underwriter or underwriters is or are reasonably acceptable
to the Company.

          (b) Participation by Holders. Each holder of Registrable Securities
hereby agrees with each other such holder that no such holder may participate in
any


                                       21

<PAGE>   22

<PAGE>   23

underwritten offering hereunder unless such holder (i) agrees to sell such
holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

         SECTION 9.  Rule 144.

         The Company covenants to the holders of Registrable Securities that to
the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

         SECTION 10.  Miscellaneous.

          (a) No Inconsistent Agreements. The Company represents, warrants,
covenants and agrees that it has not granted, and shall not grant, registration
rights with respect to Registrable Securities or any other securities which
would be inconsistent with the terms contained in this Exchange and Registration
Rights Agreement.

          (b) Specific Performance. The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchasers and the holders from time to time
of the Registrable Securities may be irreparably harmed by any such failure, and
accordingly agree that the Purchasers and such holders, in addition to any other
remedy to which they may be entitled at law or in equity, shall be entitled to
compel specific performance of the obligations of the Company under this
Exchange and Registration Rights Agreement in accordance with the terms and
conditions of this Exchange and Registration Rights Agreement, in any court of
the United States or any State thereof having jurisdiction.

          (c) Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, if delivered personally or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at 25 Hub Drive, Melville, NY 11747, Attention: Secretary, and if to a holder,
to the address of such holder set forth in the security register or other
records of the Company, or to such other address as the Company or any such
holder may have furnished to the other in


                                       22
<PAGE>   24

writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

          (d) Parties in Interest. All the terms and provisions of this Exchange
and Registration Rights Agreement shall be binding upon, shall inure to the
benefit of and shall be enforceable by the parties hereto and the holders from
time to time of the Registrable Securities and the respective successors and
assigns of the parties hereto and such holders. In the event that any transferee
of any holder of Registrable Securities shall acquire Registrable Securities, in
any manner, whether by gift, bequest, purchase, operation of law or otherwise,
such transferee shall, without any further writing or action of any kind, be
deemed a beneficiary hereof for all purposes and such Registrable Securities
shall be held subject to all of the terms of this Exchange and Registration
Rights Agreement, and by taking and holding such Registrable Securities such
transferee shall be entitled to receive the benefits of, and be conclusively
deemed to have agreed to be bound by all of the applicable terms and provisions
of this Exchange and Registration Rights Agreement. If the Company shall so
request, any such successor, assign or transferee shall agree in writing to
acquire and hold the Registrable Securities subject to all of the applicable
terms hereof.

          (e) Survival. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Exchange and Registration
Rights Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made by
or on behalf of any holder of Registrable Securities, any director, officer or
partner of such holder, any agent or underwriter or any director, officer or
partner thereof, or any controlling person of any of the foregoing, and shall
survive delivery of and payment for the Registrable Securities pursuant to the
Purchase Agreement and the transfer and registration of Registrable Securities
by such holder and the consummation of an Exchange Offer.

          (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

          (g) Headings. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.

          (h) Entire Agreement; Amendments. This Exchange and Registration
Rights Agreement and the other writings referred to herein (including the
Indenture and the form of Securities) or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement may be amended
and the observance of any term of this Exchange and Registration Rights
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a written instrument duly executed by
the Company and the holders of at


                                       23
<PAGE>   25

least in aggregate principal amount of the Registrable Securities at the time
outstanding. Each holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any amendment or waiver effected pursuant to this
Section 9(h), whether or not any notice, writing or marking indicating such
amendment or waiver appears on such Registrable Securities or is delivered to
such holder.

          (i) Inspection. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and a complete list of the names and addresses of all the holders of Registrable
Securities shall be made available for inspection and copying on any business
day by any holder of Registrable Securities for proper purposes only (which
shall include any purpose related to the rights of the holders of Registrable
Securities under the Securities, the Indenture and this Agreement) at the
offices of the Company at the address thereof set forth in Section 9(c) above
and at the office of the Trustee under the Indenture.

          (j) Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.


                                       24
<PAGE>   26


         If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and one for the Representative plus one for
each counsel counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.


Very truly yours,

ARROW ELECTRONICS, INC.


                                        By: /s/ Robert E. Klatell
                                           ---------------------------------
                                             Name: Robert E. Klatell
                                             Title: Executive Vice President and
                                                    General Counsel


Accepted as of the date hereof:
Goldman, Sachs & Co.
Chase Securities Inc.
Morgan Stanley & Co. Incorporated
Banc of America Securities LLC
Donaldson, Lufkin & Jenrette Securities Corporation
BNY Capital Markets, Inc.
Credit Suisse First Boston Corporation
Deutsche Bank Securities Inc.
Fleet Securities, Inc.
HSBC Securities (USA) Inc.





By: /s/ Goldman, Sachs & Co.
   ----------------------------------
      (Goldman, Sachs & Co.)


                                       25

<PAGE>   27
                                                                       EXHIBIT A


                             ARROW ELECTRONICS, INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)
                     URGENT - IMMEDIATE ATTENTION REQUESTED
                         DEADLINE FOR RESPONSE: [DATE]*



The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Arrow Electronics, Inc. (the
"Company") Floating Rate Notes due October 5, 2001, 8.20% Senior Notes due
October 1, 2003, 8.70% Senior Notes due October 1, 2005 and 9.15% Senior Notes
due October 1, 2010 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Arrow Electronics,
Inc., 25 Hub Drive, Melville, NY 11747, Tel.: (516) 391-1300.


--------------------------
*    Not less than 28 calendar days from date of mailing.

                                      A-1
<PAGE>   28
                             ARROW ELECTRONICS, INC.

   Notice of Registration Statement and Selling Securityholder Questionnaire

                                     (Date)


Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Arrow Electronics, Inc.
(the "Company") and the Purchasers named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form ! (the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"),
of the Company's Floating Rate Notes due October 5, 2001, 8.20% Senior Notes due
October 1, 2003, 8.70% Senior Notes due October 1, 2005 and 9.15% Senior Notes
due October 1, 2010 (the "Securities"). A copy of the Exchange and Registration
Rights Agreement is attached hereto. All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Exchange and Registration
Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "REGISTRABLE SECURITIES" is defined in the Exchange and Registration
Rights Agreement.


                                      A-2

<PAGE>   29

                                    ELECTION


The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:


                                      A-3
<PAGE>   30

                                  QUESTIONNAIRE


(1)      (a)      Full Legal Name of Selling Securityholder:

         (b)      Full Legal Name of Registered Holder (if not the same as in
                  (a) above) of Registrable Securities Listed in Item (3) below:

         (c)      Full Legal Name of DTC Participant (if applicable and if not
                  the same as (b) above) Through Which Registrable Securities
                  Listed in Item (3) below are Held:

(2)      Address for Notices to Selling Securityholder:
         Telephone:
         Fax:
         Contact Person:

(3)      Beneficial Ownership of Securities:

         Except as set forth below in this Item (3), the undersigned does not
beneficially own any Securities.

         (a)      Principal amount of Registrable Securities beneficially
                  owned:_____ CUSIP No(s). of such Registrable Securities:_____

         (b)      Principal amount of Securities other than Registrable
                  Securities beneficially owned: _____ CUSIP No(s). of such
                  other Securities:_____

         (c)      Principal amount of Registrable Securities which the
                  undersigned wishes to be included in the Shelf Registration
                  Statement:_____ CUSIP No(s). of such Registrable Securities to
                  be included in the Shelf Registration Statement:_____

(4)      Beneficial Ownership of Other Securities of the Company:
         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any other
         securities of the Company, other than the Securities listed above in
         Item (3).

         State any exceptions here:

(5)      Relationships with the Company:

         Except as set forth below, neither the Selling Securityholder nor any
         of its affiliates, officers, directors or principal equity holders (5%
         or more) has held any position or office or has had any other material
         relationship with the Company (or its predecessors or affiliates)
         during the past three years.

         State any exceptions here:

(6)      Plan of Distribution:


                                      A-4
<PAGE>   31

         Except as set forth below, the undersigned Selling Securityholder
intends to distribute the Registrable Securities listed above in Item (3) only
as follows (if at all): Such Registrable Securities may be sold from time to
time directly by the undersigned Selling Securityholder or, alternatively,
through underwriters, broker-dealers or agents. Such Registrable Securities may
be sold in one or more transactions at fixed prices, at prevailing market prices
at the time of sale, at varying prices determined at the time of sale, or at
negotiated prices. Such sales may be effected in transactions (which may involve
crosses or block transactions) (i) on any national securities exchange or
quotation service on which the Registered Securities may be listed or quoted at
the time of sale, (ii) in the over-the-counter market, (iii) in transactions
otherwise than on such exchanges or services or in the over-the-counter market,
or (iv) through the writing of options. In connection with sales of the
Registrable Securities or otherwise, the Selling Securityholder may enter into
hedging transactions with broker-dealers, which may in turn engage in short
sales of the Registrable Securities in the course of hedging the positions they
assume. The Selling Securityholder may also sell Registrable Securities short
and deliver Registrable Securities to close out such short positions, or loan or
pledge Registrable Securities to broker-dealers that in turn may sell such
securities.

         State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus. In accordance with the
Selling Securityholder's obligation under Section 3(d) of the Exchange and
Registration Rights Agreement to provide such information as may be required by
law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:


(i)      To the Company:

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

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

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

                                      A-5
<PAGE>   32
         -------------------------

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


(ii)     With a copy to:

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

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

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


Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.


                                      A-6
<PAGE>   33


IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:

Selling Securityholder
(Print/type full legal name of beneficial owner of Registrable Securities)

By:
Name:
Title:


PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

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

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

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

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

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


                                      A-7
<PAGE>   34

                                                                       EXHIBIT B


              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


Bank of Montreal Trust Company
Arrow Electronics, Inc.
c/o Bank of Montreal Trust Company
77 Water Street
New York, NY

Attention:  Trust Officer

Re:      Arrow Electronics, Inc.
         Floating Rate Notes due October 5, 2001
         8.20% Senior Notes due October 1, 2003
         8.70% Senior Notes due October 1, 2005
         9.15% Senior Notes due October 1, 2010

Dear Sirs:

         Please be advised that_____________________ has transferred
$________________ aggregate principal amount of the above-referenced Notes
pursuant to an effective Registration Statement on Form [ ] (File No. 333-     )
filed by the Company.

         We hereby certify that the prospectus delivery requirements, if any, of
the Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Notes is named as a "Selling Holder" in the
Prospectus dated [DATE] or in supplements thereto, and that the aggregate
principal amount of the Notes transferred are the Notes listed in such
Prospectus opposite such owner's name.

Dated:


                                            Very truly yours,

                                            -----------------------------------
                                            (Name)
                                            By: (Authorized Signature)


                                      B-1