<PAGE>   1
                                                                     EXHIBIT 4.5


CUSIP: __________
No. R-1                                                              $__________


Unless and until it is exchanged in whole or in part for Notes in definitive
registered form, this Note may not be transferred except as whole by the
Depositary to the nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.

                             ARROW ELECTRONICS, INC.

                 Floating Rate Exchange Note due October 5, 2001

         ARROW ELECTRONICS, INC., a New York corporation (the "Company", which
term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to Cede & Co., or
registered assigns, at the office or agency of the Company in New York, New
York, the principal sum of _____ Million Dollars on October 5, 2001 (the
"Maturity Date"), in the coin or currency of the United States, and to pay
interest quarterly in arrears on January 5, 2001, April 5, 2001 and July 5, 2001
(each an "Interest Payment Date") commencing with the first Interest Payment
Date next succeeding October 6, 2000 (the "Original Issue Date"), and on the
Maturity Date, on said principal sum at said office or agency, in like coin or
currency, at the floating rate per annum determined in accordance with the
provisions below (the "Interest Rate"), until the principal hereof is paid or
duly provided for. Interest on this Note will be computed on the basis of a 360
day year for the actual number of days elapsed. If any Interest Payment Date
other than the Maturity Date falls on a day that is not a Business Day (as
defined below) with respect to this Note the applicable Interest Payment Date
shall be the next succeeding Business Day unless that Business Day is in the
next succeeding calendar month, in which case the Interest Payment Date will be
the immediately preceding Business Day.

         Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the next applicable Interest
Payment Date or the Maturity Date, as the case may be (each, an "Interest
Period") provided that payment of interest may be made at the option of the
Company by check mailed to the address of the person entitled thereto as such
address shall appear on the Security Register or by wire transfer as provided in
the Indenture. The amount of accrued interest payable for any Interest Period
shall be calculated by multiplying the face amount of this Note by an accrued
interest factor. Such accrued interest factor is computed by adding the interest
factor calculated for each day from the Original Issue Date, or from the last
date to which interest has been paid or duly
<PAGE>   2
provided for, to the date for which accrued interest is being calculated. The
interest factor is computed by dividing the Interest Rate applicable to such day
by 360.

         If the Maturity Date of this Note falls on a day that is not a Business
Day, the payment of principal, premium, if any, and interest shall be made on
the next succeeding Business Day, as if made on the date such payment was due,
and no interest on such payment shall accrue on such payment for the period from
and after the Maturity Date to the date of such payment on the next succeeding
Business Day.

         If the Company shall default in the payment of interest due on such
Interest Payment Date, then this Note shall bear interest from the next
preceding Interest Payment Date, to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for on this Note,
from the Original Issue Date. The interest so payable on any Interest Payment
Date will, subject to certain exceptions provided in the Indenture referred to
on the reverse hereof, be paid to the person in whose name this Note is
registered at the close of business on the fifteenth calendar day, as the case
may be, immediately preceding such Interest Payment Date, whether or not such
day is a Business Day; provided, however, that the interest payable on the
Maturity Date shall be payable to the person to whom the principal hereof and
premium, if any, hereon shall be payable.

         As used herein, "Business Day" means any day except a Saturday, Sunday
or a legal holiday in The City of New York, State of New York on which banking
institutions are authorized or required by law, regulation or executive order to
close; provided, that the day is also a London Business Day. "London Business
Day" means any day on which dealings in United States dollars are transacted in
the London interbank market.

         The Interest Rate on this Note shall be calculated by an agent
appointed by the Company for the purpose (the "Calculation Agent") and shall be
equal to LIBOR (as defined below) plus 1.00%; provided, however, that the
Interest Rate in effect for the period from the Original Issue Date to the
Initial Interest Reset Date (as defined below) shall be 7.8025% (the "Initial
Interest Rate"). The Interest Rate shall be reset on each Interest Payment Date,
each of which is also referred to as "Interest Reset Date", commencing January
5, 2001 (the "Initial Interest Reset Date"). The second London Business Day
preceding an Interest Reset Date will be the "Interest Determination Date" for
that Interest Reset Date. The Interest Rate in effect on each day that is not an
Interest Reset Date shall be the Interest Rate determined as of the Interest
Determination Date pertaining to the immediately preceding Interest Reset Date
and the Interest Rate in effect on any day that is an Interest Reset Date shall
be the Interest Rate determined as of the Interest Determination Date pertaining
to such Interest Reset Date; provided, however, that the interest rate in effect
for the period from the Original Issue Date to the first Interest Reset Date
shall be the Initial Interest Rate.



                                       2
<PAGE>   3
         "LIBOR" shall be determined by the Calculation Agent in accordance with
the following provisions:

         (i) With respect to any Interest Determination Date, LIBOR will be the
rate for deposits in United States dollars for a three-month period commencing
on the first day of the applicable Interest Period that appears on Telerate Page
3750 as of 11:00 A.M., London time, on that Interest Determination Date. If
Telerate page 3750 does not include such a rate or is unavailable on an Interest
Determination Date, LIBOR with respect to that Interest Determination Date shall
be determined in accordance with the provisions described in (ii) below.

         (ii) With respect to an Interest Determination Date as to which no rate
appears on Telerate Page 3750, as specified in (i) above, or is unavailable, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered quotation
for deposits in United States dollars for a three-month period commencing on the
first day of the applicable Interest Period, to prime banks in the London
interbank market at approximately 11:00 A.M., London time, on that Interest
Determination Date and in a principal amount that is representative for a single
transaction in that market at that time. If at least two quotations are
provided, then LIBOR on that Interest Determination Date will be the arithmetic
mean of those quotations. If fewer than two quotations are provided, then LIBOR
on the Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 A.M., in the City of New York, on the Interest
Determination Date by three major banks in The City of New York selected by the
Calculation Agent for loans in United States dollars to leading European banks,
having a three-month maturity and in a principal amount that is representative
for a single transaction in that market at that time; provided, however, that if
the banks selected by the Calculation Agent are not providing quotations in the
manner described in this sentence, LIBOR determined as of that Interest
Determination Date shall be LIBOR in effect on the immediately preceding
Interest Determination Date.

         "Telerate Page 3750" means the display designated as "Page 3750" on
Bridge Telerate, Inc., or any successor service, for the purpose of displaying
the London interbank rates of major banks for United States dollars.

         All percentages resulting from any of the above calculations will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of percentage point rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar
amounts used in or resulting from such calculations will be rounded to the
nearest cent (with one-half cent being rounded upwards).

         Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.



                                       3
<PAGE>   4
         This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee under the Indenture referred to on the reverse hereof.






                                       4
<PAGE>   5
         IN WITNESS WHEREOF, ARROW ELECTRONICS, INC., has caused this instrument
to be signed manually or by facsimile by its duly authorized officers and has
caused a facsimile of its corporate seal to be affixed hereunto or imprinted
hereon.

Date: ________________


(SEAL)
                                           ARROW ELECTRONICS, INC.

                                           By: ______________________________


                                           By: ______________________________



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

Dated: ________________



                                            THE BANK OF NEW YORK, as Trustee

                                            By: _____________________________
                                                   Authorized Signatory




                                       5
<PAGE>   6
                                 REVERSE OF NOTE

                             ARROW ELECTRONICS, INC.

                 Floating Rate Exchange Note due October 5, 2001

         This Note is one of a duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of January 15, 1997 (herein called
the "Indenture"), duly executed and delivered by the Company to The Bank of New
York, as successor to Bank of Montreal Trust Company (herein called the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders of the Securities. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), may be
subject to different sinking, purchase or analogous funds (if any) and may
otherwise vary as in the Indenture provided. This Note is one of a series
designated as the Floating Rate Exchange Notes due October 5, 2001 of the
Company, limited in aggregate principal amount to $200,000,000.

         Interest will be computed on the basis of a 360-day year for the actual
number of days elapsed. The Company shall pay interest on overdue principal but
shall not pay interest on overdue installments of interest. If a payment date is
not a Business Day as defined in the Indenture at a place of payment, payment
may be made at that place on the next succeeding day that is a Business Day
unless that Business Day is in the next succeeding calendar month, in which case
the interest payment date will be the immediately preceding Business Day, and no
interest shall accrue for the intervening period.

         In case an Event of Default with respect to the Floating Rate Exchange
Notes due October 5, 2001 shall have occurred and be continuing, the Principal
hereof and the interest accrued hereon, if any, may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

         The Indenture contains provisions that provide that, without prior
notice to any Holders, the Company and the Trustee may amend the Indenture and
the Securities of any series with the written consent of the Holders or a
majority in aggregate principal amount of the outstanding Securities of all
series affected by such supplemental indenture (all such series voting as one
class), and the Holders of a majority in aggregate principal amount of the
outstanding Securities of all series affected thereby (all such series voting as
one class) by written notice to the Trustee may waive future compliance by the
Company with any provision of the


                                       6
<PAGE>   7
Indenture or the Securities of such series provided that, without the consent of
each Holder of the Securities of each series affected thereby an amendment or
waiver, including a waiver of past defaults, may not: (i) extend the stated
maturity of the Principal of, or any sinking fund obligation or any installment
of interest on such Holder's Security, or reduce the principal amount thereof or
the rate of interest thereon (including any amount in respect of original issue
discount), or any premium payable with respect thereto, or adversely affect the
rights of such Holder under any mandatory redemption or repurchase provision or
any right of redemption or repurchase at the option of such Holder, or reduce
the amount of the principal of an Original Issue Discount Security that would be
due and payable upon an acceleration of the maturity or the amount thereof
provable in bankruptcy, or change any place of payment where, or the currency in
which, any Security or any premium or the interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after
the due date therefor; (ii) reduce the percentage in principal amount of
outstanding Securities of the relevant series the consent of whose Holders is
required for any such supplemental indenture or for any waiver of compliance
with certain provision of the Indenture or certain Defaults and their
consequences proved for in the Indenture; (iii) waive a Default in the payment
of Principal of or interest on any Security of such Holder; or (iv) modify any
of the provisions of the Indenture governing supplemental indentures with the
consent of Securityholders, except to increase any such percentage or to provide
that certain other provisions of the Indenture cannot be modified or waived
without the consent of the Holder of each outstanding Security affected thereby.

         It is also provided in the Indenture that, subject to certain
conditions, the Holders of at least a majority in aggregate principal amount of
the outstanding Securities of all series affected (voting as a single class), by
notice to the Trustee, may waive an existing Default or Event of Default with
respect to the Securities of such series and its consequences, except a Default
in the payment of Principal of or interest on any Security or in respect of a
covenant or provision of the Indenture that cannot be modified or amended
without the consent of the Holder of each outstanding security affected. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
with respect to the Securities of such series arising therefrom shall be deemed
to have been cured, for every purpose of the Indenture: but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.

         The Indenture provides that a series of Securities may include one or
more tranches (each, a "tranche") of Securities, including Securities issued in
a Periodic Offering. The Securities of different tranches may have one or more
different terms, including authentication dates and public offering prices, but
all the Securities within each such tranche shall have identical terms,
including authentication date and public offering price. Notwithstanding any
other provision of the Indenture, subject to certain exceptions, with respect to
sections of the Indenture concerning the execution, authentication and terms of
the Securities, redemption of the Securities, Events of Default of the
Securities,


                                       7
<PAGE>   8
defeasance of the Securities and amendment of the Indenture, if any series of
Securities includes more than one tranche, all provisions of such sections
applicable to any series of Securities shall be deemed equally applicable to
each tranche of any series of Securities in the same manner as though originally
designated a series unless otherwise provided with respect to such series or
tranche pursuant to Section 2.3 of the Indenture establishing such series or
tranche.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the Principal of and interest on this Note in
the manner, at the place, at the respective times, at the rate and in the coin
and currency herein prescribed.

         The Notes are issuable initially only in registered form without
coupons in denominations of $1,000 and any multiple of $1,000 at the office or
agency of the Company in the Borough of Manhattan, The City of New York, and in
the manner and subject to the limitations provided in the Indenture, but,
without the payment of any service charge, Notes may be exchanged for a like
aggregate principal amount of Notes of other authorized denominations.

         Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.

         Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.

         The Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the registered Holder hereof as the absolute owner of this
Note (whether or not this Note shall be overdue and notwithstanding any notation
of ownership or other writing hereon), for the purpose of receiving payment of,
or on account of, the Principal hereof and, subject to the provisions hereof,
interest hereon, and for all other purposes, and neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary.

         No recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or any indenture supplemental thereto or in any Note,
or because of any indebtedness evidenced thereby, shall be had against any
incorporator, stockholder, officer, director or employee, as such, past,
present, or future, of the Company or of any successor, either directly or
through the Company or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable


                                       8
<PAGE>   9
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for the issue hereof.







                                       9
<PAGE>   10
         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)


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

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

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



(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

-------------------------------------------------------------------------------
the within Note and all right thereunder, hereby

-------------------------------------------------------------------------------
irrevocably constituting and appointing such person attorney

-------------------------------------------------------------------------------
to transfer such Note on the books of the Issuer, with full

-------------------------------------------------------------------------------
power of substitution in the premises.


Dated:
      --------------------------


NOTICE:  The signature to this assignment must correspond with the name as
         written upon the face of the within Note in every particular without
         alteration or enlargement or any change whatsoever.




                                       10