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<SEC-DOCUMENT>0000950123-00-011161.txt : 20001204
<SEC-HEADER>0000950123-00-011161.hdr.sgml : 20001204
ACCESSION NUMBER:		0000950123-00-011161
CONFORMED SUBMISSION TYPE:	S-4
PUBLIC DOCUMENT COUNT:		13
FILED AS OF DATE:		20001201

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ARROW ELECTRONICS INC
		CENTRAL INDEX KEY:			0000007536
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065]
		IRS NUMBER:				111806155
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		
		SEC FILE NUMBER:	333-51100
		FILM NUMBER:		782308

	BUSINESS ADDRESS:	
		STREET 1:		25 HUB DR
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		5163911300
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>y42942s-4.txt
<DESCRIPTION>ARROW ELECTRONICS INC
<TEXT>

<PAGE>   1
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2000
                         REGISTRATION NO. 333-[________]

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             ARROW ELECTRONICS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<TABLE>
<S>                                         <C>                                 <C>
                  NEW YORK                              5065                           11-1806155
       (STATE OR OTHER JURISDICTION OF      (PRIMARY STANDARD INDUSTRIAL            (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)        CLASSIFICATION CODE NUMBER)         IDENTIFICATION NUMBER)
</TABLE>


                                  25 HUB DRIVE
                            MELVILLE, NEW YORK 11747
                                 (516) 391-1300
   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)


                                ROBERT E. KLATELL
                            EXECUTIVE VICE PRESIDENT
                             ARROW ELECTRONICS, INC.
                                  25 HUB DRIVE
                            MELVILLE, NEW YORK 11747
                                 (516) 391-1300
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                                 WITH A COPY TO:

                                HOWARD S. KELBERG
                                 DONALD B. BRANT
                       MILBANK, TWEED, HADLEY & MCCLOY LLP
                            ONE CHASE MANHATTAN PLAZA
                            NEW YORK, NEW YORK 10005
                                 (212) 530-5000


     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED EXCHANGE OFFER: As soon as
possible following the effective date of this Registration Statement.

     If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ____________

     If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                          AMOUNT         PROPOSED MAXIMUM        PROPOSED
                 TITLE OF EACH CLASS OF                   TO BE           OFFERING PRICE     MAXIMUM AGGREGATE      AMOUNT OF
              SECURITIES TO BE REGISTERED               REGISTERED         PER NOTE (1)     OFFERING PRICE (1)    REGISTRATION
                                                                                                                       FEE
<S>                                                   <C>                <C>                <C>                   <C>
Floating Rate Exchange Notes due October 5, 2001       $200,000,000            100%            $200,000,000         $  52,800

8.20% Senior Exchange Notes due October 1, 2003        $425,000,000            100%            $425,000,000         $ 112,200

8.70% Senior Exchange Notes due October 1, 2005        $250,000,000            100%            $250,000,000         $  66,000

9.15% Senior Exchange Notes due October 1, 2010        $200,000,000            100%            $200,000,000         $  52,800
</TABLE>


(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee.

      THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(a), MAY DETERMINE.
<PAGE>   2
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.

                     SUBJECT TO COMPLETION, DATED [ ], 2000

PRELIMINARY PROSPECTUS

                                  [ARROW LOGO]

                    OFFER TO EXCHANGE UP TO $1,075,000,000 OF

         $200,000,000 FLOATING RATE EXCHANGE NOTES DUE OCTOBER 5, 2001,
          $425,000,000 8.20% SENIOR EXCHANGE NOTES DUE OCTOBER 1, 2003,
        $250,000,000 8.70% SENIOR EXCHANGE NOTES DUE OCTOBER 1, 2005, AND
          $200,000,000 9.15% SENIOR EXCHANGE NOTES DUE OCTOBER 1, 2010

                           FOR ANY AND ALL OUTSTANDING

              $200,000,000 FLOATING RATE NOTES DUE OCTOBER 5, 2001,
              $425,000,000 8.20% SENIOR NOTES DUE OCTOBER 1, 2003,
            $250,000,000 8.70% SENIOR NOTES DUE OCTOBER 1, 2005, AND
               $200,000,000 9.15% SENIOR NOTES DUE OCTOBER 1, 2010

                                       OF

                             ARROW ELECTRONICS, INC.

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
                          ON [ ], 2000, UNLESS EXTENDED

         We are offering to exchange up to $1,075,000,000 aggregate principal
amount of our exchange notes for any and all outstanding notes of the same class
that we issued in a private offering on October 6, 2000. The terms of the
exchange notes are identical in all material respects to the terms of the
original notes, except that the exchange notes have been registered under the
Securities Act, and that transfer restrictions, registration rights and
provisions regarding additional interest relating to the original notes do not
apply to the exchange notes. We will not receive any proceeds from the exchange
offer.

         To exchange your original notes for exchange notes:

     -    you must make the representations described on page 20 to us,

     -    you must complete and send the letter of transmittal that accompanies
          this prospectus to the exchange agent, The Bank of New York, by 5:00
          p.m., New York time, on [ ], 2000 and

     -    you should read the section called "The Exchange Offer" that begins on
          page 19 for further information on how to exchange your original notes
          for exchange notes.

          If you tender original notes, you may withdraw your tender at any time
     prior to the expiration of the exchange offer. We will exchange all notes
     that you validly tender and do not validly withdraw before such expiration.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                    THE DATE OF THIS PROSPECTUS IS [ ], 2000.

                                       2
<PAGE>   3
                              AVAILABLE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the U.S. Securities and Exchange Commission. Our SEC
filings are available on the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file with the SEC
at its public reference facilities:
<TABLE>
<S>                                            <C>                               <C>
         Public Reference Room                 New York Regional Office           Chicago Regional Office
         450 Fifth Street, N.W.                7 World Trade Center               Citicorp Center
         Room 1024                             Suite 1300                         500 West Madison Street
         Washington, D.C.  20549               New York, New York 10048           Suite 1400
                                                                                  Chicago, Illinois 60661-2511
</TABLE>


         You may also obtain copies of the documents at prescribed rates by
writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. Please call 1-800-SEC-0330 for further
information on the operations of the public reference facilities. Our SEC
filings are also available at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.

         This prospectus is part of a registration statement filed by us with
the SEC under the Securities Act. As allowed by SEC rules, this prospectus does
not contain all of the information that you can find in the registration
statement or the exhibits to the registration statement.

         The SEC allows us to "incorporate by reference" the information we file
with them, which means:

         -        incorporated documents are considered part of this prospectus;

         -        we can disclose important information to you by referring you
                  to those documents; and

         -        information that we file with the SEC will automatically
                  update and supersede the information in this prospectus and
                  any information that was previously incorporated in this
                  prospectus.

         We incorporate by reference the documents listed below, which were
filed with the SEC under the Securities Exchange Act of 1934, as amended:

         (1)      our Annual Report on Form 10-K for the year ended December 31,
                  1999;

         (2)      our Quarterly Report on Form 10-Q for the quarter ended
                  September 30, 2000; and

         (3)      our Current Reports on Form 8-K dated September 1, 2000 and
                  September 19, 2000.


         We also incorporate by reference each of the following documents that
we file with the SEC after the date of this prospectus and prior to the
termination of the exchange offer:

         -        reports filed under Section 13(a) and (c) of the Exchange Act;

         -        definitive proxy or information statements filed under Section
                  14 of the Exchange Act in connection with any subsequent
                  shareholders' meeting; and

         -        reports filed under Section 15(d) of the Exchange Act.


                                       3
<PAGE>   4
         You can obtain any of the filings incorporated by reference in this
prospectus from us or from the SEC on the SEC's web site or at the addresses
listed above. Documents incorporated by reference are available from us without
charge, including any exhibits to those documents that are not specifically
incorporated by reference in those documents. You may request a copy of the
documents incorporated by reference in this prospectus and a copy of the
indenture, exchange and registration rights agreement and other documents
referred to in this prospectus by writing or telephoning us at the following
address:

                             Arrow Electronics, Inc.
                                  25 Hub Drive
                            Melville, New York 11747
                                 (516) 391-1300
                              Attention: Secretary

         IF YOU WOULD LIKE TO REQUEST DOCUMENTS, PLEASE DO SO BY [       ], 2000
IN ORDER TO RECEIVE THEM BEFORE THE EXCHANGE OFFER EXPIRES ON [       ], 2000.

         The exchange offer is not being made to, nor will we accept surrenders
for exchange from, holders of original notes in any jurisdiction in which the
exchange offer or the acceptance of the exchange offer would not be in
compliance with the securities or blue sky laws of that jurisdiction.


               INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

    This prospectus includes forward-looking statements that are subject to
certain risks and uncertainties which could cause actual results or facts to
differ materially from such statements for a variety of reasons, including, but
not limited to: industry conditions, changes in product supply, pricing, and
customer demand, competition, other vagaries in the electronic components and
commercial computer products markets, and changes in relationships with key
suppliers. Forward-looking statements are those statements which are not
statements of historical fact. You can identify these forward-looking statements
by forward-looking words such as "expects," "anticipates," "intends," "plans,"
"may," "will," "believes," "seeks," "estimates," and similar expressions. You
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date on which they are made. We undertake no
obligation to update publicly or revise any of the forward-looking statements.

    References in this prospectus to "Arrow," "we," "us," "our," or "ours" are
references to Arrow Electronics, Inc., unless the context of the statement
indicates otherwise. References to the "floating rate notes" are references to
the Floating Rate Notes due October 5, 2001 or the Floating Rate Exchange Notes
due October 5, 2001, as the context may require. References to the "fixed rate
notes" are references to 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
or the 8.20% Senior Exchange Notes due October 1, 2003, the 8.70% Senior
Exchange Notes due October 1, 2005 and the 9.15% Senior Exchange Notes due
October 1, 2010, as the context may require. References to the "original notes"
are references to the floating rate notes and the fixed rate notes currently
outstanding; references to the "exchange notes" are references to the floating
rate notes and the fixed rate notes offered by this prospectus; and references
to the "notes" are references to the original notes or the exchange notes as the
context requires.


                                       4
<PAGE>   5
                               PROSPECTUS SUMMARY

                             ARROW ELECTRONICS, INC.

     We are the world's largest distributor of electronic components and
computer products to industrial and commercial customers. We believe we are one
of the global electronics distribution industry's leaders in state-of-the-art
operating systems, employee productivity, value-added programs, and total
quality assurance. We are a leading distributor for over 600 suppliers.

    Our distribution network spans the world's three dominant electronics
markets: North America, Europe, and the Asia/Pacific region. Through our
business units in these vital industrialized regions, we serve a diversified
base of original equipment manufacturers and commercial customers worldwide.
Original equipment manufacturers, or OEMs, include manufacturers of computer and
office products, industrial equipment (including machine tools, factory
automation, and robotic equipment), telecommunications products, aircraft and
aerospace equipment, and scientific and medical devices. Commercial customers
are mainly value-added resellers of computer systems. Through a network of more
than 225 sales facilities and 19 distribution centers in 38 countries, we
deliver to more than 175,000 OEMs and commercial customers the products,
inventory solutions, materials management services, and design and technical
support they need when, where and how they need them.

                              THE WYLE ACQUISITION

    On August 7, 2000, a consortium consisting of ourselves, an affiliate of
Schroder Ventures, and another distributor entered into a share purchase
agreement to purchase the VEBA Electronics Group from the Germany-based energy
company E.ON AG, for an aggregate purchase price of approximately $2.35 billion
in cash, including the assumption of debt. Under the terms of the share purchase
agreement, on October 16, 2000 we acquired Wyle Components, Wyle Systems, and
ATLAS Services North America (collectively, the "Wyle Companies" or the "Wyle
Electronics Group") for a purchase price of $944,969,000 (including the
assumption of debt), subject to adjustments.

                   SUMMARY OF THE TERMS OF THE EXCHANGE OFFER



The Exchange Offer ..................   We are offering to exchange up to $1,075
                                        million aggregate principal amount of
                                        exchange notes for an equal aggregate
                                        principal amount of outstanding notes of
                                        the same class. The form and terms of
                                        each class of exchange notes are
                                        substantially the same as the form and
                                        terms of the outstanding notes of the
                                        same class, except that the exchange
                                        notes have been or will be registered
                                        under the Securities Act and will not
                                        bear legends restricting their transfer.


Exchange and Registration Rights
Agreement ..........................    You have rights to exchange your
                                        floating rate notes, 8.20% senior notes
                                        8.70% senior notes or 9.15% senior note
                                        for exchange notes of the same class,
                                        and we intend the exchange offer to
                                        satisfy those rights. After we complete
                                        the exchange offer, you will no longer
                                        have any exchange or registration rights
                                        regarding your notes unless you tender
                                        your notes in the exchange offer and do
                                        not receive freely tradable exchange
                                        notes or you are ineligible to
                                        participate in the exchange offer.


                                       5
<PAGE>   6
Resales  of the Exchange Notes ......   We believe that you may resell the
                                        exchange notes without complying with
                                        the registration and prospectus delivery
                                        provisions of the Securities Act if:

                                        (1)  you are acquiring the exchange
                                             notes in the ordinary course of
                                             your business;

                                        (2)  you are not participating, do not
                                             intend to participate and have no
                                             arrangement or understanding with
                                             any person to participate, in a
                                             distribution of the exchange notes;

                                        (3)  you are not an affiliate of our
                                             company; and

                                        (4)  you are not an initial purchaser
                                             who acquired notes directly from us
                                             in the initial offering.

                                        If you do not meet these conditions, you
                                        may be liable under the Securities Act
                                        if you transfer any exchange note
                                        without compliance with the registration
                                        and prospectus delivery requirements of
                                        the Securities Act. We do not assume or
                                        indemnify you against that liability.

                                        Each broker-dealer that receives
                                        exchange notes for its own account in
                                        exchange for original notes, where such
                                        original notes were acquired by that
                                        broker-dealer as a result of
                                        market-making activities or other
                                        trading activities, must acknowledge
                                        that it will deliver a prospectus in
                                        connection with any resale of exchange
                                        notes. A broker-dealer may use this
                                        prospectus for an offer to resell or to
                                        otherwise transfer the exchange notes.

Expiration Date .....................   The exchange offer will expire at 5:00
                                        p.m., New York City time, on [ ], 2000,
                                        unless we decide to extend it.

Conditions to the Exchange Offer ....   The only conditions to completing the
                                        exchange offer are that:

                                        (1) it does not violate applicable law
                                            or any applicable interpretation of
                                            the SEC staff;

                                        (2) no action or proceeding is
                                            instituted with respect to the
                                            exchange offer;

                                        (3) no law, rule or regulation is
                                            adopted that we expect would impair
                                            our ability to proceed with the
                                            exchange offer; and

                                        (4) we obtain all necessary
                                            governmental approvals for the
                                            exchange offer.

Procedures for Tendering Notes ......   We issued the outstanding floating rate
                                        notes, 8.20% senior notes, 8.70% senior
                                        notes and 9.15% senior notes as global
                                        securities in fully registered form,
                                        which we will refer to as the "original
                                        notes". Beneficial interests in the
                                        original notes held by direct or
                                        indirect participants in The Depository
                                        Trust Company through depositary
                                        interests are shown on records
                                        maintained in book-entry form by DTC
                                        with respect to its participants.
                                        Transfers can be made only on those
                                        records. If you are a holder of an
                                        original note held in the form of a
                                        book-entry interest and you wish to
                                        tender your note under the exchange
                                        offer, you must transmit through a
                                        financial institution that is a
                                        participant in DTC's book-entry transfer
                                        facility system, on or prior to the
                                        expiration of the exchange offer, a
                                        computer-generated message transmitted
                                        by means of DTC's Automated Offer
                                        Program system to the exchange agent
                                        forming a part of a confirmation of
                                        book-entry transfer in which you
                                        acknowledge and agree to be bound by the
                                        terms of the letter of transmittal.


                                       6
<PAGE>   7
Special Procedures for Beneficial
Owners ..............................   If you are the beneficial owner of
                                        original notes that are registered in
                                        the name of a broker, dealer, commercial
                                        bank, trust company or other nominee and
                                        you wish to tender your notes, you
                                        should promptly contact the person in
                                        whose name your notes are registered and
                                        instruct that person to tender on your
                                        behalf.

Guaranteed Delivery Procedures ......   If you wish to tender your original
                                        notes and cannot complete the procedure
                                        for book-entry transfer on a timely
                                        basis, you may still tender your notes
                                        in accordance with the guaranteed
                                        delivery procedures set forth in "The
                                        Exchange Offer -- Guaranteed Delivery
                                        Procedures".

Acceptance of Notes and Delivery of
Exchange Notes ......................   Unless the conditions to the exchange
                                        offer are not met or tendered notes are
                                        properly withdrawn, we will accept any
                                        and all outstanding floating rate notes,
                                        8.20% senior notes, 8.70% senior notes
                                        and 9.15% senior notes that are properly
                                        tendered in the exchange offer prior to
                                        5:00 p.m., New York City time, on the
                                        expiration date.

Withdrawal .........................    You may withdraw the tender of your
                                        original notes at any time prior to 5:00
                                        p.m., New York City time, on the
                                        expiration date. We will return to you
                                        any notes not accepted for exchange for
                                        any reason without expense to you as
                                        soon as practicable after withdrawal.

Exchange Agent .....................    The Bank of New York is serving as the
                                        exchange agent for the exchange offer.

Federal Income Tax Consequences ....    The exchange of your original notes in
                                        the exchange offer will not be a taxable
                                        event for federal income tax purposes.

                   SUMMARY OF THE TERMS OF THE EXCHANGE NOTES

         The terms of the exchange notes are identical in all material respects
to the terms of the original notes, except that the registration rights and
related additional interest provisions and the transfer restrictions applicable
to the original notes are not applicable to the exchange notes. The exchange
notes will evidence the same debt as the original notes. The same indenture will
govern the exchange notes and the original notes.


Issuer .............................    Arrow Electronics, Inc.


Securities Offered .................     -   $200,000,000 of Floating Rate
                                             Exchange Notes due October 5, 2001.

                                         -   $425,000,000 of 8.20% Senior
                                             Exchange Notes due October 1, 2003.

                                         -   $250,000,000 of 8.70% Senior
                                             Exchange Notes due October 1, 2005.

                                         -   $200,000,000 of 9.15% Senior
                                             Exchange Notes due October 1, 2010.

Maturity ............................    -   The floating rate notes will bear
                                             interest at LIBOR plus 1.00%,
                                             payable quarterly in arrears on
                                             January 5, 2001, April 5, 2001,
                                             July 5, 2001 and the maturity date.


                                         -   The three classes of fixed rate
                                             notes will bear interest at 8.20%,
                                             8.70% and 9.15%, respectively,
                                             payable semiannually on April 1 and
                                             October 1 of each year, commencing
                                             on April 1, 2001.


                                       7
<PAGE>   8
Ranking .............................   The exchange notes will be general
                                        unsecured obligations of Arrow. As such,
                                        the exchange notes will rank equally in
                                        right of payment with all other
                                        unsecured and unsubordinated debt of
                                        Arrow. See "Description of Notes --
                                        General."

Redemption ..........................   We may not redeem the floating rate
                                        notes before they mature. We may redeem
                                        the fixed rate notes as described under
                                        "Description of Notes -- Optional
                                        Redemption."

Covenants ...........................   The indenture pursuant to which we will
                                        issue the exchange notes contains
                                        covenants that, among other things,
                                        limit the ability of Arrow and its
                                        restricted subsidiaries to secure
                                        indebtedness with security interests on
                                        certain property or stock or engage in
                                        certain sale and leaseback transactions
                                        with respect to certain properties. See
                                        "Description of Notes -- Restrictive
                                        Covenants."

Exchange Offer, Registration
Rights .............................    Pursuant to an exchange and registration
                                        rights agreement among the initial
                                        purchasers and Arrow, we agreed (1) to
                                        file a registration statement, within 60
                                        days after the original issue date of
                                        the original notes with respect to an
                                        offer to exchange the original notes for
                                        exchange notes that are registered under
                                        the Securities Act and (2) to use our
                                        reasonable best efforts to cause such
                                        registration statement to be declared
                                        effective by the SEC within 180 days
                                        after the original issue date of the
                                        original notes. In addition, under
                                        certain circumstances we may be required
                                        to file a shelf registration statement
                                        to cover resales of the original notes
                                        by the holders thereof. We intend that
                                        the exchange offer will satisfy most of
                                        our obligations under the exchange and
                                        registration rights agreement.

Use of Proceeds .....................   We will not receive any proceeds from
                                        the exchange offer. Our net proceeds
                                        from the sale of the original notes,
                                        after deducting the initial purchasers'
                                        discount and offering expenses, were
                                        approximately $1,069,000,000, and we
                                        used those proceeds (i) to finance the
                                        cost of acquiring the Wyle Companies and
                                        (ii) to provide a $50,000,000 bridge
                                        loan to an affiliate of Schroder
                                        Ventures, with the balance being used
                                        for general corporate purposes. See "Use
                                        of Proceeds."


                                       8
<PAGE>   9
                        SUMMARY HISTORICAL FINANCIAL DATA

    The following table contains our summary historical financial data as of the
dates and for the periods indicated. We have derived the historical financial
data as of and for each of the years in the five-year period ended December 31,
1999 from our audited consolidated financial statements. We have derived the
historical financial data as of September 30, 2000 and for the nine-month
periods ended September 30, 2000 and September 30, 1999 from our unaudited
consolidated financial statements which, in the opinion of management, include
all adjustments necessary for a fair presentation. Nine-month results, however,
are not necessarily indicative of the results that may be expected for any other
interim period or for a full year.

    You should read the following data together with our other historical
financial information and statements (including related notes) incorporated by
reference in this prospectus. Please also read "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Capitalization"
included or incorporated by reference in this prospectus.
<TABLE>
<CAPTION>

                                            NINE MONTHS
                                               ENDED
                                            SEPTEMBER 30,                    YEAR ENDED DECEMBER 31,
                                         -------------------- ----------------------------------------------------
                                           2000      1999(a)   1999(b)      1998       1997(c)     1996      1995
                                         ------      -------   -------     ------     --------    ------    ------
                                                            (In millions except per share data)
<S>                                     <C>         <C>       <C>        <C>          <C>        <C>        <C>
   INCOME STATEMENT DATA
   Sales ...........................    $9,268     $6,827      $9,313      $8,345      $7,764    $6,535     $5,919
   Operating income ................       537        230         339         353         375       401        423
   EBITDA(d) .......................       598        308         433         405         440       438        459
   Interest expense ................       107         78         106          81          67        38         46
   Net income ......................       249         80         124         146         164       203        203
   Diluted earnings per share(e)....    $ 2.53    $  0.83     $  1.29     $  1.50     $  1.64   $  1.98    $  2.03

</TABLE>

<TABLE>
<CAPTION>
                                         AT                                   AT DECEMBER 31,
                                       SEPTEMBER              ----------------------------------------------------
                                       30, 2000                 1999        1998        1997      1996       1995
                                       ---------              --------    --------    --------  --------   -------
                                                                                    (In millions)
<S>                                    <C>                    <C>         <C>         <C>       <C>        <C>
   BALANCE SHEET DATA
   Accounts receivable and             $ 4,209                $ 3,084     $ 2,676     $ 2,475   $ 1,948    $ 1,979
      inventory ...................
   Total assets ...................      5,707                  4,483       3,840       3,538     2,710      2,701
   Total long-term debt and
      capital lease obligations ...        859                  1,533       1,047         830       353        461
   Shareholders' equity ...........      1,766                  1,551       1,487       1,361     1,358      1,196
</TABLE>

- ----------

(a) Operating and net income include a special charge of $25 million and $16
    million after taxes, respectively, associated with the acquisition and
    integration of Richey Electronics, Inc. ("Richey") and the electronics
    distribution group of Bell Industries, Inc. ("EDG"). Excluding this charge,
    operating income, net income, and earnings per share on a diluted basis
    would have been $255 million, $97 million, and $1.01, respectively.

(b) Operating and net income include a special charge of $25 million and $16
    million after taxes, respectively, associated with the acquisition and
    integration of Richey and EDG. Excluding this charge, operating income, net
    income, and earnings per share on a diluted basis would have been $363
    million, $141 million, and $1.46, respectively.

(c) Operating and net income include special charges totaling $59 million and
    $40 million after taxes, respectively, associated with the realignment of
    our North American Components Operations and the acquisition and integration
    of the volume electronic component distribution businesses of Premier
    Farnell plc. Excluding these charges, operating income, net income, and
    earnings per share on a diluted basis were $434 million, $204 million, and
    $2.05, respectively.

(d) EBITDA consists of the sum of net income, interest expense, income taxes,
    minority interest, and depreciation and amortization, exclusive of the
    special charges related to acquisitions. We present EBITDA because investors
    use EBITDA to determine our ability to meet our debt service obligations,
    fund capital expenditures, and expand our business. You should not consider
    this information to be an alternative to net income, operating income, cash
    flow from operations or any other operating or liquidity performance measure
    prescribed by generally accepted accounting principles (GAAP). Our
    presentation of EBITDA may not be comparable to EBITDA defined and presented
    by other companies.

(e) Per share amounts in 1996 and 1995 have been restated to reflect a
    two-for-one stock split effective October 15, 1997.


                                       9
<PAGE>   10
                CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

    The following table sets forth our historical consolidated ratios of
earnings to fixed charges for the periods indicated:
<TABLE>
<CAPTION>

                                                        NINE MONTHS
                                                          ENDED                    YEAR ENDED DECEMBER 31,
                                                        SEPTEMBER 30, --------------------------------------------
                                                          2000          1999      1998    1997      1996      1995
                                                          -----       -------   ------- -------   -------   ------
<S>                                                     <C>           <C>        <C>     <C>       <C>       <C>
        Ratio of Earnings to Fixed Charges                4.6          2.9(a)     4.0     5.0(b)    8.6       7.7
</TABLE>

- ----------

(a) Excluding the special pre-tax charge of $25 million associated with the
    acquisition and integration of Richey and EDG, the ratio of earnings to
    fixed charges would have been 3.1.

(b) Excluding special pre-tax charges totaling $59 million associated with the
    realignment of our North American components operations and the acquisition
    and integration of the volume electronic component distribution businesses
    of Premier Farnell plc, the ratio of earnings to fixed charges would have
    been 5.7.


                                       10
<PAGE>   11
                             ARROW ELECTRONICS, INC.
BUSINESS OVERVIEW

    We are the world's largest distributor of electronic components and computer
products to industrial and commercial customers. Spanning the world's three
major electronics markets -- the Americas, Europe, and the Asia/Pacific region
- -- we offer an extensive global distribution network.

    We have one of the industry's broadest product offerings, or line cards,
providing real-time access to a $1.9 billion inventory from more than 600
leading manufacturers. Through a network of more than 225 sales facilities and
19 distribution centers in 38 countries we deliver to more than 175,000 original
equipment manufacturers and commercial customers the products, inventory
solutions, materials management services, design, and technical support they
need when, where and how they need them. We are the largest distributor for many
of the world's leading semiconductor suppliers and one of the leading passive,
electromechanical, and interconnect ("PEMCO") distribution resources in the
industry.

    In 1999, revenues exceeded $9.3 billion with EBITDA and net income of $433.2
million and $140.7 million, respectively, excluding the special charge of $24.6
million ($16.5 million after taxes) associated with the integration of
acquisitions. For the first nine months of 2000, revenues totaled more than $9.3
billion with EBITDA and net income of $597.7 million and $249 million,
respectively. In each of the first three quarters of 2000, sales, EBITDA, and
net income were at record levels.

    Because we have a diverse mix of products and customers and a broad
geographic reach, we do not rely upon any one supplier or type of product, and
have limited exposure to technological change in the products we offer as well
as limited risks related to our customers' business cycles and regional economic
cycles.

    We have transitioned our business from its historical role of simple order
fulfillment to an integral part of the supply chain. Suppliers rely on us to
possess significant "demand creation" skills, on a global basis, and to serve as
an integral resource to their own selling efforts.

    We also serve as a critical link in the management of our customers' own
supply chain. Through our wide range of value-added services, we help our
customers select the right technology and design and the most appropriate
components, reduce time-to-market, lower costs, and enhance overall
competitiveness. As manufacturing has moved to a just-in-time (JIT) basis, our
expertise in supply-chain management enables us to deliver parts to our
customers as needed. Contributing to this important role is our ability to
profile our customers' product requirements -- taking into consideration
changing demand patterns and market fluctuations. Because of the breadth of our
line card we can offer customers one-stop shopping, helping them to minimize
their own costs. Over 64% of our North American revenues are derived from
customers to whom we provide value-added services, reflecting our key role in
the supply chain for suppliers and customers alike.

    The value-added services we offer are:
<TABLE>
<CAPTION>
                    MANUFACTURING SERVICES            MATERIALS MANAGEMENT                    PRODUCT ENHANCEMENT
                                                                                              SERVICES
<S>                                                   <C>                                     <C>
                    Box Building                      Bill of Materials (BOM) Grading         Bar Coding
                    Component Programming             Bonded Inventory Management             Packaging
                    Connector and Cable Assembly      CARES (Auto Replenishment)              Serialization
                    Flat Panel Assembly Hardware      E-compass (Forecast and Order           Special Handling
                      Configuration                     Management)                              Procedures
                    Kitting Systems                   In-plant Stores                         Special Marking Tape and
                    Integration                       Inventory Man                              Reel Testing
                                                      JIT Inventory                           Software Integration
                                                      Primary and Proximity Warehousing
                                                      Product Life Cycle Management
                                                      Product Traceability
                                                      Schedule Sharing
</TABLE>
<TABLE>
<CAPTION>
                    TECHNICAL SUPPORT                 ELECTRONIC COMMERCE                     FINANCIAL SERVICES
<S>                                                   <C>                                     <C>
                    Design-in Engineering Support     EDI                                     Consolidating
                    Field Application Engineers       Internet Ordering                       Invoicing
                    Marketing Support                 PRO-Series                              Specialized Financing
                    Product Education and             In-plant Terminals
                      Certification
                    Technical Seminars
                    Technical Support
                    Technical Training
</TABLE>


                                       11
<PAGE>   12
INDUSTRY OVERVIEW

    Our industry has undergone a significant transformation. Leading
distributors must be more than stocking and marketing intermediaries. Their
ability to fill a range of roles is paramount. Technical proficiency and demand
creation, broad product offerings, innovative value-added programs, and a global
presence contribute to the success of our suppliers and customers alike.

    Our industry has had strong long-term growth, yet is still subject to
business cycles. Over the past 30 years our industry has grown at a 12% compound
annual growth rate. Despite this growth, there are, periodically, industry-wide
troughs driven principally by product supply and availability.

    Our financial performance through these cycles has changed significantly.
During the down cycle of the mid 1980s, we suffered losses, while during the
recessionary period of the early 1990s, we were marginally profitable. During
the period from mid 1996 through 1999, the industry's longest and most severe
recessionary cycle in the past three decades, our annual net income was never
below $140 million, excluding non-recurring charges. Today, not only are we well
positioned to reap the benefits from our industry's growth, but we are also
better prepared to remain profitable during the recessionary cycles, principally
due to our ability to leverage our operating structure and cost efficiencies.

    Our industry requires modest capital investments in "bricks and mortar."
Instead, our cash requirements are most often tied to highly-liquid assets like
receivables and inventory.

    Our industry's exposure to inventory risks is limited. It is the policy of
most manufacturers to protect authorized distributors, like ourselves, against
the potential write-down of semiconductor inventories due to technological
change or manufacturers' price reductions. Under the terms of the related
distributor agreements, and assuming the distributor complies with certain
conditions, those suppliers are required to credit the distributor for inventory
losses incurred through reductions in manufacturers' list prices. In addition,
under the terms of many distributor agreements, the distributor has the right to
return to the manufacturer for credit a defined portion of those inventory items
purchased within a designated period of time. Approximately 65 percent of the
dollar value of our inventory consists of semiconductors.

    A manufacturer who elects to terminate a distributor agreement is generally
required to purchase from the distributor the total amount of its products
carried in inventory. While these industry practices do not entirely protect us
from inventory losses, we believe that they currently provide substantial
protection from those losses.

OVERVIEW BY REGION

    Our business has a significant presence in each of the world's three major
markets. Our 1999 sales of $9.3 billion were generated as follows: 66% from the
Americas, 26% from Europe, and 8% from the Asia/Pacific region.

NORTH AMERICA

    In North America, we are a leader in electronics distribution. Our
operations are organized around two distinct operating groups, the North
American Components ("NACO") and North American Computer Products ("NACP")
groups:

    NACO offers a wide range of electronic components -- principally
semiconductors and PEMCO products (i.e., capacitors, resistors, potentiometers,
power supplies, relays, switches, and connectors) -- representing the industry's
broadest line card. Sales totaled $3.6 billion and $3.9 billion in 1999 and for
the first nine months of 2000, respectively, for this group.

    NACO, prior to the acquisition of Wyle Components, consisted of seven
segmented marketing groups specifically positioned to provide business solutions
tailored to match customer needs.

    Arrow Contract Manufacturing Services Distribution Group focuses exclusively
on providing industry expertise, extensive technical resources, and value-added
services to contract manufacturers.

    Arrow/Richey Electronics is one of the world's largest distributors of PEMCO
products, and provides customers with comprehensive, innovative value-added
services.


                                       12
<PAGE>   13
    Arrow/Bell Components specializes in servicing the needs of small, medium,
and emerging industrial OEMs in North America offering a complete line of
semiconductor, PEMCO, and industrial computer products, as well as cable,
mechanical, and assembly value-added services. Arrow/Bell's field application
engineers provide dedicated semiconductor engineering support, design tools, and
a broad technology base to assist customers throughout the product development
and design cycle.

    Arrow Semiconductor Group specializes in serving the semiconductor needs of
the larger OEMs, interfacing with customers' engineers and product development
teams to help select the right components that will minimize a product's
time-to-market.

    Arrow/Zeus Electronics maintains support from design through production to
the military, aerospace and other electronics industries offering
high-reliability semiconductors and space products, commercial semiconductors,
and industrial computer products, with military and aerospace inventories geared
to meet crucial deadlines.

    Arrow Alliance Group provides a full line card and a wide range of
value-added services to large customers with complex needs.

    Arrow Supplier Services Group manages all semiconductor supplier
relationships, including the line card strategy, marketing programs and
purchasing.

    NACP is a full-line technical distributor of computer systems, peripherals,
and software to value-added resellers ("VARs") and industrial computer products,
with an emphasis on being a leading distributor of mid-range work stations.
Sales of this group totaled $2.6 billion and $1.8 billion in 1999 and for the
first nine months of 2000, respectively.

    NACP, prior to the acquisition of Wyle Systems and Merisel's Open Computing
Alliance ("MOCA"), consisted of five segmented marketing groups as follows:

    SBM is a leading distributor of Hewlett-Packard mid-range work stations
operating on UNIX and NT platforms, offering sales, marketing, and technical
support to its VARs.

    Support Net Inc. is a leading distributor of IBM mid-range work stations
offering sales, marketing, and technical support to its VARs.

    Arrow Industrial Computer Products Group focuses exclusively on selling
computer components and flat panel display products to North American OEMs and
system integrators as well as providing end users with systems integration
services, consignment programs, and product life cycle management.

    Arrow Microtronica provides component and board level computer products to
PC, server and storage subsystem builders and integrators representing the
world's preeminent suppliers of CPUs, mass storage, memory, motherboards, and
all other components and peripherals required to build a computer system.

    Gates/Arrow is a full-line technical distributor of computer systems,
peripherals, and software to VARs, offering a full range of computing platforms,
from desktop systems to enterprise computing environments and technical
assistance for most operating systems including UNIX, Netware, DOS, Windows,
Windows NT, as well as Intel and RISC-based platforms.

    Arrow also serves the rapidly-developing markets in Argentina, Brazil, and
Mexico through its recent majority investments in Elko, Panamericana, and
Dicopel, respectively, leading electronic components distributors in each of
these countries.

EUROPE

    Our position in Europe has grown dramatically since our initial entry into
this market in 1985 with 1999 revenues representing 26% of our worldwide total.
We are a recognized leader of pan- European components distribution. We have
secured this position by recognizing that Europe is made up of unique sectors
requiring different products and services; in effect cultivating a base of local
knowledge supported by a global presence. Our product offering in Europe is more
heavily weighted toward semiconductors, PEMCO products, and industrial computer
products. We are organized into the following geographic regions to service the
unique needs of our customers:


                                       13
<PAGE>   14
    Northern Europe serves the U.K., Denmark, Finland, Ireland, Norway, and
Sweden. Our joint venture in South Africa, Arrow-Altech, is also a part of this
group.

    Central Europe serves Germany, Austria, Belgium, the Netherlands,
Switzerland, Poland, and the Czech Republic.

    Southern Europe services Italy, France, Spain, Portugal, Israel, Greece,
Hungary, Turkey, and Slovenia.

    Sales in Europe totaled $2.4 billion in 1999 and $2.6 billion for the first
nine months of 2000.

ASIA/PACIFIC

    We are one of the largest distributors in this rapidly-growing region. Since
our initial investment in this region in 1993, revenues have grown to more than
$750 million in 1999 and we expect to exceed $1.3 billion in revenues in 2000.
Our product offerings in Asia/Pacific largely consist of semiconductors, PEMCO,
and industrial computer products. Headquartered in Hong Kong, we have offices in
Australia, China, India, Malaysia, New Zealand, Singapore, South Korea, Taiwan,
and Thailand. These areas are serviced by our regional distribution centers in
Hong Kong, Malaysia, Taiwan, and Singapore.

    Our presence in the region has been strengthened by our joint venture with
the Marubun Corporation, a leading independent components distributor in Japan.
The joint venture sells electronic components to Japanese-owned customers in the
Asia/Pacific region and the Americas.

STRATEGY

    Our strategy is to be the premier supply-chain partner for our customers and
suppliers, assisting them throughout the supply chain -- from concept through
production. Set forth below are the key elements of our strategy.

    -   We seek to ensure that our sales force and engineers stay abreast of the
        latest technological developments. Our field application engineers are
        trained to understand the needs of our customers and to translate that
        information back to our suppliers. By understanding the state-of-the-art
        products of our suppliers, and the full potential of their application,
        our team will be able to provide maximum benefit to both our customers
        and our suppliers.

    -   We strive to provide our customers with the broadest array of the
        value-added services they want in order to service their needs
        throughout the supply chain. These value-added services, including both
        physical and materials management, position us as a true partner to our
        customers. From kitting, to programming of parts, to procurement and
        materials management programs, to credit extension, we seek to
        strengthen the reliance our customers place in us.

    -   We continuously invest in the technology, the systems, and the logistics
        network needed to make our distribution operations more efficient. Then,
        we rely on this efficient network to generate economies of scale from
        increased business activity, which results in decreased operating costs
        as a percentage of our revenues.

    -   Our opportunistic acquisitions over the past 20 years have enabled us to
        become the largest electronic components distributor in the world and to
        become a truly global distributor. They have also helped us to improve
        our operating efficiencies by giving us the additional business activity
        from which economies of scale are derived. We will continue to expand
        our reach, striving for a presence that serves the needs of our
        customers and suppliers around the globe.

    -   Our investments in the Internet, both directly through our internal
        efforts and externally through the joint ventures in which we
        participate, will enable our customers, suppliers, and shareholders to
        participate in the benefits to be derived from this emerging technology.

INTERNET

    Because of our critical position in the supply chain and the increasing
demand for value-added services, we believe that the Internet provides us with a
valuable tool to better serve our suppliers' and customers' needs.

    We have utilized a two-prong approach to the Internet. Internally, we have a
formalized organization, the Internet Business Group, that focuses on our
corporate e-commerce activities and brings us to the Internet with a set of
tools and services that makes it as easy for customers to do business with us
over the Internet as by traditional means. In 1999, we


                                       14
<PAGE>   15
launched an extensive suite of on-line, supply-chain management tools, arrow.com
PRO-Series. The result of extensive research and testing, PRO-Series gives
customers Internet-based, 24-hour access to our inventory, plus the ability to
place, modify, monitor, and manage every order on-line. We believe PRO-Series is
the only on-line, supply-chain management tool that provides:

    -   Real-time multi-line quotes;

    -   Customer-specific pricing;

    -   Spot and scheduled ordering on account;

    -   Ability to change quantity, change data, cancel orders;

    -   Return authorization; and

    -   Real-time integration with our sales team.

    The second prong in our approach to the Internet has been to make strategic
investments in select Internet start-up companies to access certain market
segments that we do not currently reach. To date, we have made six such
investments, including investments in companies targeted at Internet buyers and
sellers of excess components, companies providing technical design resources for
engineers for utilization in prototype development, and companies providing
supply-chain management tools.

ACQUISITIONS

    The electronics distribution market has undergone a period of consolidation.
In 1970, we were ranked number eleven in our industry based upon annual
revenues. Today, to a large extent resulting from our acquisition strategy, we
are ranked number one. Since 1985, we have made more than 50 acquisitions and
strategic investments. We believe we were the first distributor to develop and
execute a strategy to build a pan-European distribution network and the first
North American distributor to enter the Asia/Pacific region, building one of the
largest regional distribution networks. Our approach is to acquire companies
that are recognized leaders in their respective markets, share our operating
philosophies and values, and possess strong, accomplished managers.

    Our acquisitions over the past 15 years have provided us with access to
experienced sales and marketing teams, new supplier relationships, strong
entrepreneurial managers, facilities and value-added centers, technical
expertise, new customer markets, geographic reach, and the ability to gain
greater operating leverage.

    One of the key attributes of our organization is our ability to integrate
all of our North American acquisitions, and many of our international
acquisitions, into our operating systems with a minimal amount of disruption to
either business. These integrations create significant synergies, which lower
our fixed costs as a percentage of revenues. The synergies are principally from
areas such as systems, facilities, logistics centers, and related personnel, as
well as personnel in finance, human resources, and operations. For example, in
January 1999, we acquired both Richey Electronics, Inc. and the electronics
distribution business of Bell Industries, Inc. and by late 1999 we had
identified and eliminated significant duplicative annual costs. The sales and
marketing forces, however, are generally not rationalized. Instead, we utilize
these larger teams to gain greater penetration in the market.

THE WYLE ACQUISITION

    In early August 2000, a consortium consisting of ourselves, an affiliate of
Schroder Ventures, and another distributor, agreed to purchase the VEBA
Electronics Group from Germany-based E.ON AG (formerly VEBA AG) for
approximately $2.35 billion in cash, including the assumption of debt. The VEBA
Electronics Group reported 1999 sales of $5.5 billion. On October 16, 2000, we
completed the acquisition of E.ON's U.S.-based operations: Wyle Components, Wyle
Systems, and the U.S.-based portion of E.ON's logistics unit, ATLAS. Together,
these entities reported combined 1999 sales in North America of about $2
billion.

    The Wyle businesses complement our existing distribution businesses in North
America. Wyle brings a focused group of technical specialists to the market who
will now be better positioned to deliver to its customers our broader and richer
array

                                       15
<PAGE>   16
of value-added services. We are fully committed to the integration of the best
practices and people of the Wyle operations. Additionally, several new suppliers
will be added to our line card. As has been the case with prior acquisitions, we
expect the acquisition of the Wyle Companies to produce sizable synergies.

    Wyle Components is a franchised distributor for both broadline and
proprietary semiconductor suppliers in North America. Wyle Components serves
customers in various markets, including networking and communications,
computing, contract manufacturing, instrumentation, transportation, and
industrial controls. The merger of Wyle Components with our North American
Components Operations effectively combines our superior supply-chain management
tools and broad line card with Wyle's strong demand creation capabilities. Wyle
Components had revenues of almost $1.3 billion in 1999 and $1.4 billion for the
first nine months of 2000.

    Wyle Systems is a distributor of computer products with a strong market
presence in the western United States. Our merger with Wyle Systems nearly
doubles our OEM systems sales and systems configuration business, expands our
line card, and strengthens our relationships with suppliers. Wyle Systems had
revenues of $642 million in 1999 and $513 million for the first nine months of
2000.

    Wyle Systems has three business units: the OEM Systems Division, the
Technical Solutions Division, and the Commercial Systems Division.

    The OEM Systems Division (OSD) provides three types of outsourcing services
to OEMs: (1) manufacturing services, such as systems integration -- integrating
a combination of off-the-shelf products, such as boards, memory and
microprocessors, and unique or custom products into end products for OEM
customers, (2) engineering support, and (3) logistic and supply chain
management, including drop-ship management, on- and off-site consignment
management, export control and compliance management, and traffic management.

    The Technical Solutions Division (TSD) provides services similar to those of
the OEM Systems Division. However, while the OSD serves OEMs, the TSD's
customers are application VARs, systems integrators, and end users, with greater
concentration on engineering support and less on manufacturing services.

    TSD also provides three types of outsourcing services to VARs and end users:
integration services, systems engineering support, and just-in-time delivery.

    The Commercial Systems Division (CSD) services systems and PC integrators by
acting as a volume distributor of commodity products, such as Quantum low-end
storage products. The Commercial Systems Division targets the top 100 PC and
systems integrators in the United States with an outside sales force and also
concentrates on Intel product dealers with an internal group.

THE MOCA ACQUISITION

    In September 2000, we signed an agreement with Merisel, Inc. under which we
will acquire the Merisel Open Computing Alliance (MOCA(R)) for an initial
purchase price of $115 million in cash plus the assumption or repayment of
approximately $57 million of off-balance sheet financing. The agreement provides
that the purchase price may be increased by up to an additional $37.5 million
based upon future developments with respect to MOCA's business. MOCA is a
distributor of Sun Microsystems products, selling enterprise software, storage
area networks, and Solaris operating systems which run on Sun Microsystems
hardware and related professional services.


                                 USE OF PROCEEDS

    The exchange offer is intended to satisfy a number of Arrow's obligations to
the initial purchasers of the original notes. Arrow will not receive any
proceeds from the issuance of the exchange notes offered under this prospectus.

    In consideration for issuing the exchange notes, we will receive in
exchange, original notes in like principal amount. The form and terms of the
exchange notes are identical in all material respects to the form and terms of
the original notes, except as otherwise described under "The Exchange Offer -
Terms of the Exchange Offer." The original notes surrendered in exchange for the
exchange notes will be retired and cancelled and cannot be reissued.
Accordingly, the issuance of the exchange notes will not result in any increase
in our outstanding debt.

                                       16
<PAGE>   17
    Our net proceeds from the sale of the original notes, after deducting
offering expenses and the initial purchasers' discount, were approximately
$1,069 million. We used the net proceeds (i) to finance the cost of acquiring
the Wyle Companies and (ii) to provide a $50 million bridge loan to an affiliate
of Schroder Ventures, with the balance being used for general corporate
purposes.

                                       17
<PAGE>   18
                                 CAPITALIZATION

    The following table sets forth our capitalization at September 30, 2000 and
as adjusted on a pro forma basis to give effect to the issuance of the original
notes, the application of the net proceeds thereof in accordance with "Use of
Proceeds", and the Exchange Offer.

<TABLE>
<CAPTION>

                                                          SEPTEMBER 30, 2000
                                                       ACTUAL        AS ADJUSTED
                                                        (In millions, except
                                                             share data)
<S>                                                     <C>          <C>
          Short-term debt:
            Various borrowings, including current
               maturities of long-term debt .......     $   374      $   374
            Floating rate exchange notes due 2001 .        --            200
            Credit facilities .....................         389          389
            Commercial paper program ..............         405          405
            Bid facilities ........................         297          297
                                                        -------      -------
                                                          1,465        1,665
                                                        -------      -------
          Long-term debt:
            6.45% senior notes due 2003 ...........         250          250
            7% senior notes due 2007 ..............         198          198
            6 7/8% senior debentures due 2018 .....         196          196
            7 1/2% senior debentures due 2027 .....         196          196
            8.20% senior exchange notes due 2003 ..        --            425
            8.70% senior exchange notes due 2005 ..        --            250
            9.15% senior exchange notes due 2010 ..        --            200
            Other obligations with various interest
               rates and due dates ................          19           19
                                                        -------      -------
               Total long-term debt ...............         859        1,734
                                                        -------      -------
               Total debt .........................       2,324        3,399
                                                        -------      -------
          Shareholders' equity:
            Common stock, par value $1:
               Authorized -- 120,000,000 shares
               Issued -- 103,741,595 shares .......         104          104
            Capital in excess of par value ........         528          528
            Retained earnings .....................       1,488        1,488
            Foreign currency translation adjustment        (196)        (196)
                                                        -------      -------
                                                          1,924        1,924
          Less:
            Treasury shares (5,552,692), at cost ..         149          149
            Unamortized employee stock awards .....           9            9
                                                        -------      -------
               Total shareholders' equity .........       1,766        1,766
                                                        -------      -------
               Total capitalization ...............     $ 4,090      $ 5,165
                                                        =======      =======
</TABLE>

                                       18
<PAGE>   19
                               THE EXCHANGE OFFER


PURPOSE OF THE EXCHANGE OFFER

         We initially sold the original notes in a private offering on October
6, 2000 to Goldman, Sachs & Co., Chase Securities Inc. and Morgan Stanley & Co.
Incorporated, referred to as the initial purchasers in this prospectus, pursuant
to a Purchase Agreement dated September 29, 2000 between ourselves and the
initial purchasers. The initial purchasers subsequently resold the original
notes to qualified institutional buyers in the United States in reliance on, and
subject to the restrictions of, Rule 144A under the Securities Act and outside
the United States in accordance with Regulation S under the Securities Act.

         In connection with the private offering of the original notes, we and
the initial purchasers entered into an exchange and registration rights
agreement dated September 29, 2000, in which we agreed, among other things:

         (1) to file with the SEC within 60 days after the issuance of the
original notes, a registration statement relating to an exchange offer for the
original notes;

         (2) to use all commercially reasonable efforts to cause that
registration statement to be declared effective under the Securities Act within
180 days after the issuance of the original notes;

         (3) upon the effectiveness of that registration statement, to offer the
holders of the original notes the opportunity to exchange their original notes
in the exchange offer for a like principal amount of exchange notes; and

         (4)  to keep the exchange offer open for not less than 30 days.

         We also agreed that where applicable law or SEC policy makes the
exchange offer itself, or the participation in the exchange offer by one or more
holders of the original notes, impermissible or impossible, the exchange offer
has not been completed within 225 days following the issuance of the original
notes or the exchange offer is not available to any of the holders, we would:

         (1) file a shelf registration statement relating to the offer and sale
of the original notes by the holders of the original notes within 30 days after
the time each obligation arises;

         (2) use all commercially reasonable efforts to cause the shelf
registration statement to become or be declared effective within 120 days after
the shelf registration statement is filed; and

         (3) use all commercially reasonable efforts to keep the shelf
registration statement effective for at least until the earlier of the second
anniversary of the effective date of the registration statement, or until such
time as there are no original notes outstanding.

         The exchange offer made by this prospectus is intended to satisfy your
registration rights under the exchange and registration rights agreement. If we
fail to fulfill our registration and exchange obligations, you, as a holder of
outstanding original notes, are entitled to receive additional interest at a per
annum rate of 0.25% per annum for the first 90 days of the default period, at a
per annum rate of 0.75% for the third 90 days of the default period and at a per
annum rate of 1.00% thereafter for the remaining portion of the default period.

         Original notes that are not tendered for exchange in the exchange offer
will remain outstanding and continue to accrue interest and will be entitled to
the rights and benefits that holders of original notes have under the indenture
governing the notes and the exchange and registration rights agreement. No
holder of original notes will be entitled to receive any additional interest as
noted in the prior paragraph on its original notes, if that holder was, at any
time while the exchange offer is pending, eligible to exchange, and did not
validly tender, its original notes for exchange notes in the exchange offer.

         The foregoing is a summary of the material terms of the exchange and
registration rights agreement. For a comprehensive understanding of your
registration rights, you should refer to the exchange and registration rights
agreement, which is included as Exhibit 4.6 to the Registration Statement that
relates to this prospectus.

                                       19
<PAGE>   20
RESALE OF EXCHANGE NOTES

         Based on no-action letters issued by the staff of the SEC in unrelated
transactions, we believe that you may offer for resale, resell or otherwise
transfer any exchange notes issued to you in the exchange offer in exchange for
original notes without compliance with the registration and prospectus delivery
requirements of the Securities Act, if

         (1) you are acquiring the exchange notes issued in the exchange offer
in the ordinary course of your business;

         (2) you are not participating, do not intend to participate and have no
arrangement or understanding with any person to participate, in a distribution
of the exchange notes;

         (3) you are not an "affiliate" of ours, as that term is defined in Rule
405 under the Securities Act; and

         (4) you are not an initial purchaser who is holding exchange notes you
received in exchange for original notes acquired directly from us in the initial
offering.

         If you are an "affiliate" of ours or an initial purchaser described
above or if you have any arrangement or understanding with any person to
participate in a distribution of the exchange notes

         (1) you will not be able to rely on the interpretations of the staff of
the SEC in connection with any offer for resale, resale or other transfer of
exchange notes; and

         (2) you must comply with the registration and prospectus delivery
requirements of the Securities Act, or have an exemption available to you, in
connection with any offer for resale, resale or other transfer of the exchange
notes. This prospectus may be used for an offer for sale, resale or other
transfer of the exchange notes only as specifically set forth in this
prospectus.

         In addition, we are not making the exchange offer to, nor will we
accept surrenders of original notes from, holders of original notes in any state
in which the exchange offer would not comply with the applicable securities laws
or "blue sky" laws of that state.

         Each broker-dealer that receives exchange notes for its own account in
exchange for original notes, where original notes were acquired by the
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of exchange notes. See "Plan of Distribution."

TERMS OF THE EXCHANGE OFFER

         On the terms and conditions set forth in this prospectus and in the
accompanying letter of transmittal, we will accept all outstanding original
notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time,
on the Expiration Date, which is defined below in " -- Expiration Date;
Extensions; Amendments". After authentication of the exchange notes by the
trustee or an authenticating agent, we will issue and deliver $1,000 principal
amount of exchange notes in exchange for each $1,000 principal amount of
outstanding original notes accepted in the exchange offer. You may tender some
or all of your original notes pursuant to the exchange offer, but only in
integral multiples of $1,000.

         By tendering original notes in exchange for exchange notes and by
executing the letter of transmittal, you will be representing to us that, among
other things

         (1) any exchange notes to be received by you will be acquired in the
ordinary course of your business;

         (2) you are not engaging in a distribution nor do you have an
arrangement or understanding with any person to participate in the distribution
of the exchange notes; and

         (3) you are not an "affiliate" of ours, as defined in Rule 405 under
the Securities Act, or, if you are an affiliate, that you will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable.


                                       20
<PAGE>   21
         IN THE CASE OF A BROKER-DEALER THAT RECEIVES EXCHANGE NOTES FOR ITS OWN
ACCOUNT IN EXCHANGE FOR ORIGINAL NOTES THAT WERE ACQUIRED BY IT AS A RESULT OF
MARKET-MAKING OR OTHER TRADING ACTIVITIES, THE LETTER OF TRANSMITTAL WILL ALSO
INCLUDE AN ACKNOWLEDGMENT THAT THE BROKER-DEALER WILL DELIVER A COPY OF THIS
PROSPECTUS IN CONNECTION WITH THE RESALE BY IT OF EXCHANGE NOTES RECEIVED
PURSUANT TO THE EXCHANGE OFFER; HOWEVER, BY SO ACKNOWLEDGING AND BY DELIVERING A
PROSPECTUS, THE BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN
"UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT. SEE "PLAN OF
DISTRIBUTION".

         The exchange notes will be issued under and entitled to the benefits of
the indenture that governs the original notes. The form and terms of the
exchange notes are identical in all material respects to the form and terms of
the outstanding original notes, except that

         (1)      the offering of the exchange notes has been registered under
                  the Securities Act;

         (2)      the exchange notes will not be subject to transfer
                  restrictions; and

         (3)      the exchange notes will be issued without registration rights.

         As of the date of this prospectus, $1,075,000,000 aggregate principal
amount of the original notes is outstanding. In connection with the issuance of
the original notes, we arranged for the original notes to be issued and
transferable in book-entry form through the facilities of The Depository Trust
Company, acting as a depositary. The exchange notes will also be available and
transferable in book-entry form through DTC.

         This prospectus and the accompanying letter of transmittal are
initially being sent to all registered holders of original notes as of the close
of business on [ ], 2000. There will be no fixed record date for determining
registered holders of original notes entitled to participate in the exchange
offer. The exchange offer is not conditioned upon the tender of any minimum
aggregate principal amount of original notes. The exchange offer is, however,
subject to customary conditions, which may be waived by us, and to the terms and
provisions of the exchange and registration rights agreement. See " --
Conditions of the Exchange Offer."

         We will be deemed to have accepted validly tendered original notes when
and if we have given oral or written notice to the exchange agent. See " --
Exchange Agent." The exchange agent will act as agent for the tendering holders
of original notes for the purpose of receiving exchange notes from Arrow and
delivering exchange notes to those holders.

         If any tendered original notes are not accepted for exchange because of
an invalid tender or the occurrence of other events set forth in this section,
certificates for any of the unaccepted original notes will be returned, at our
expense, to the tendering holder as promptly as practicable after the Expiration
Date.

         Holders who tender original notes in the exchange offer will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the letter of transmittal, transfer taxes with respect to the exchange of
original notes pursuant to the exchange offer. We will pay all charges and
expenses, other than specified applicable taxes, in connection with the exchange
offer. See " -- Solicitation of Tenders, Fees and Expenses."

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

         The term "Expiration Date" means 5:00 p.m., New York City time, on [ ],
2000, or the latest date to which we extend the exchange offer. We may extend
the exchange offer at any time and from time to time, in our sole discretion, by
giving oral or written notice to the exchange agent and by timely public
announcement.

         If any of the conditions set forth under " -- Conditions of the
Exchange Offer" has occurred and has not been waived by us, we expressly reserve
the right, in our sole discretion, by giving oral or written notice to the
exchange agent, to

         (1)      extend the exchange offer or delay accepting any original
                  notes;

         (2)      amend the terms of the exchange offer; or

         (3)      terminate the exchange offer and return any tendered notes.


                                       21
<PAGE>   22
         Any delay in accepting any original note and any extension, amendment
or termination of the exchange offer will be followed as promptly as practicable
by oral or written notice to the registered holders of the original notes. If we
amend the exchange offer in a manner that we determine to constitute a material
change, we will promptly disclose the amendment in a manner reasonably
calculated to inform the holders of the amendment, and we will extend the
exchange offer to the extent required by law.

         Without limiting the manner in which we may choose to make public
announcements of any delay in acceptance, extension, termination or amendment of
the exchange offer, we are not obligated to publish, advise, or otherwise
communicate any public announcement, other than by making a timely press
release.

INTEREST ON THE EXCHANGE NOTES

         Interest on the exchange notes will accrue from the last interest
payment date on which interest was paid on the original notes that are
surrendered in exchange or, if no interest has been paid on the original notes,
from October 6, 2000. The rate of and payment date for interest on the exchange
notes will be the same as that of the related original note.

PROCEDURES FOR TENDERING

         BOOK-ENTRY INTERESTS. The original notes were issued as global
securities in fully registered form without interest coupons. Beneficial
interests in the global securities held by direct or indirect participants in
DTC are shown on, and transfers of these interests are effected only through,
records maintained in book-entry form by DTC with respect to its participants.

         If you hold your original notes in the form of book-entry interests and
you wish to tender your original notes for exchange in the exchange offer, you
must transmit to the exchange agent on or prior to the Expiration Date either:

         (1) a written or facsimile copy of a properly completed and duly
executed letter of transmittal, including all other documents required by such
letter of transmittal, to the exchange agent at the address set forth on the
cover page of the letter of transmittal; or

         (2) a computer-generated message, or Agent's Message, transmitted by
means of DTC's Automated Tender Offer Program, or ATOP, system and received by
the exchange agent and forming a part of a confirmation of book-entry transfer,
in which you acknowledge and agree to be bound by the terms of the letter of
transmittal.

         In addition, in order to deliver original notes held in the form of
book-entry interests (1) a timely confirmation of book-entry transfer of those
notes into the exchange agent's account at DTC pursuant to the procedure for
book-entry transfers described below under " -- Book-Entry Transfer" must be
received by the exchange agent prior to the Expiration Date; or (2) you must
comply with the guaranteed delivery procedures described below.

         THE METHOD OF DELIVERY OF ORIGINAL NOTES AND THE LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND
RISK. INSTEAD OF DELIVERY BY MAIL, WE RECOMMEND THAT YOU USE AN OVERNIGHT OR
HAND DELIVERY SERVICE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ASSURE
DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. YOU SHOULD NOT SEND
THE LETTER OF TRANSMITTAL OR ORIGINAL NOTES TO US OR DTC. YOU MAY REQUEST YOUR
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY, OR NOMINEE TO EFFECT THE ABOVE
TRANSACTIONS FOR YOU.

         CERTIFICATED ORIGINAL NOTES. Only registered holders of certificated
original notes may tender those notes in the exchange offer. Certificated notes
are notes held in physical, as opposed to book-entry, form. If your original
notes are certificated notes and you wish to tender those notes for exchange in
the exchange offer, you must transmit to the exchange agent on or prior to the
Expiration Date, a written or facsimile copy of a properly completed and duly
executed letter of transmittal, including all other required documents, to the
address set forth below under " -- Exchange Agent." In addition, in order to
validly tender your certificated original notes:

         (1) the certificates representing your original notes must be received
by the exchange agent prior to the Expiration Date or

         (2) you must comply with the guaranteed delivery procedures described
below.

                                       22
<PAGE>   23
         PROCEDURES APPLICABLE TO ALL HOLDERS. If you tender an original note
and you do not withdraw the tender prior to the Expiration Date, you will have
made an agreement with us in accordance with the terms and subject to the
conditions set forth in this prospectus and in the letter of transmittal.

         If your original notes are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee and you wish to tender your
notes, you should contact the registered holder promptly and instruct the
registered holder to tender on your behalf. If you wish to tender on your own
behalf, you must, prior to completing and executing the letter of transmittal
and delivering your original notes, either make appropriate arrangements to
register ownership of the original notes in your name or obtain a properly
completed bond power from the registered holder. The transfer of registered
ownership may take considerable time.

         Signatures on a letter of transmittal or a notice of withdrawal must be
guaranteed by an eligible institution unless:

         (1)      original notes tendered in the exchange offer are tendered
                  either

                  (a)      by a registered holder who has not completed the box
                           entitled "Special Registration Instructions" or
                           "Special Delivery Instructions" on the letter of
                           transmittal or

                  (b)      for the account of an eligible institution; and

         (2)      the box entitled "Special Registration Instructions" on the
                  letter of transmittal has not been completed.

         If signatures on a letter of transmittal or a notice of withdrawal are
required to be guaranteed, the guarantee must be by a financial institution,
which includes most banks, savings and loan associations and brokerage houses,
that is a participant in the Securities Transfer Agents Medallion Program, the
New York Stock Exchange Medallion Program or the Stock Exchanges Medallion
Program.

         If the letter of transmittal is signed by a person other than you, your
original notes must be endorsed or accompanied by a properly completed bond
power and signed by you as your name appears on those original notes.

         If the letter of transmittal or any original notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, those persons should so indicate when signing. Unless we waive this
requirement, in this instance you must submit with the letter of transmittal
proper evidence satisfactory to us of their authority to act on your behalf.

         In addition, we reserve the right in our sole discretion to:

         (1) purchase or make offers for, or offer registered notes for, any
original notes that remain outstanding subsequent to the expiration of the
exchange offer; or

         (2) to the extent permitted by applicable law, purchase notes in the
open market, in privately negotiated transactions or otherwise.

         The terms of any of these purchases or offers could differ from the
terms of the exchange offer.

         In all cases, we will issue registered notes for original notes that
are accepted for exchange in the exchange offer after timely receipt by the
exchange agent of certificates for your original notes or a timely book-entry
confirmation of your original notes into the exchange agent's account at DTC, a
properly completed and duly executed letter of transmittal, or a
computer-generated message instead of the letter of transmittal, and all other
required documents. If any tendered original notes are not accepted for any
reason set forth in the terms and conditions of the exchange offer or if
original notes are submitted for a greater principal amount than you desire to
exchange and you withdraw tender of such original notes you do not desire to
exchange, those or substitute original notes will be returned without expense to
you. In addition, in the case of original notes tendered by book-entry transfer
into the exchange agent's account at DTC pursuant to the book-entry transfer
procedures described below, the unexchanged original notes will be credited to
your account maintained with DTC, as promptly as practicable after the
expiration or termination of the exchange offer.

         We will determine, in our sole discretion, all questions regarding the
validity, form, eligibility, time of receipt, acceptance of tendered original
notes and withdrawal of tendered original notes, and that determination will be
final and


                                       23
<PAGE>   24
binding on all parties. We reserve the absolute right to reject any and all
original notes not properly tendered or to refuse to accept any original notes
that would, in the opinion of our counsel, be unlawful. We also reserve the
right to waive, in our sole discretion, to waive any defects, irregularities or
conditions of tender as to any particular original note. Our interpretation of
the terms and conditions of the exchange offer and the instructions in the
letter of transmittal will be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of original notes must
be cured within such time as we may determine. Although we intend to notify any
affected holder of defects or irregularities in the tender of original notes,
none of us, the exchange agent, the trustee or any other person undertakes any
liability for any failure to give that notice. Tenders of original notes will
not be deemed to have been properly made until these defects or irregularities
have been cured or waived.

         Any original notes received by the exchange agent that we determine are
not properly tendered or the tender of which is otherwise rejected by us and as
to which the defects or irregularities have not been cured or waived by us will
be returned by the exchange agent to the tendering holder unless otherwise
provided in the letter of transmittal, as soon as practicable following the
Expiration Date.

         We will execute, and the trustee will authenticate and deliver to the
surrendering holder of original notes, exchange notes in the same aggregate
principal amount as the original notes so surrendered and then outstanding as
promptly as practicable following the Expiration Date whenever any original
notes are validly tendered for exchange and accepted by us. If any original
notes tendered are paid down prior to the consummation of the exchange offer,
the principal amount of original notes exchanged will be the amount of those
notes tendered that are then outstanding.

         GUARANTEED DELIVERY PROCEDURES. If you desire to tender your original
notes and your original notes are not immediately available or one of the
situations described in " -- Book-Entry Transfer" occurs, you may tender if:

         (1) you tender through an eligible financial institution;

         (2) on or prior to 5:00 p.m., New York City time, on the Expiration
Date, the exchange agent receives from an eligible institution, a written or
facsimile copy of a properly completed and duly executed notice of guaranteed
delivery, substantially in the form provided by us; and

         (3) the certificates for all certificated original notes, in proper
form for transfer, or a book-entry confirmation, and all other documents
required by the letter of transmittal, are received by the exchange agent within
three New York Stock Exchange trading days after the date of execution of the
notice of guaranteed delivery.

         The notice of guaranteed delivery may be sent by facsimile
transmission, mail or hand delivery. The notice of guaranteed delivery must set
forth:

         (1) your name and address;

         (2) the amount of original notes you are tendering; and

         (3) a statement that your tender is being made by the notice of
guaranteed delivery and that you guarantee that within three New York Stock
Exchange trading days after the execution of the notice of guaranteed delivery,
the eligible institution will deliver the following documents to the exchange
agent:

                  (a) the certificates for all certificated original notes being
         tendered, in proper form for transfer or a book-entry confirmation of
         tender,

                  (b) a written or facsimile copy of the letter of transmittal,
         or a book-entry confirmation instead of the letter of transmittal; and

                  (c) any other documents required by the letter of transmittal.

         BOOK-ENTRY TRANSFER. The exchange agent will establish an account with
respect to the book-entry interests at DTC for purposes of the exchange offer
promptly after the date of this prospectus. You must deliver your book-entry
interest by book-entry transfer to the account maintained by the exchange agent
at DTC. Any financial institution that is a participant in DTC's systems may
make book-entry delivery of book-entry interests by causing DTC to transfer the
book-entry interests into the exchange agent's account at DTC in accordance with
DTC's procedures for transfer.

                                       24
<PAGE>   25
         If you cannot deliver a book-entry confirmation of book-entry delivery
of your book-entry interests into the exchange agent's account at DTC, or you
cannot deliver all other documents required by the letter of transmittal to the
exchange agent prior to the Expiration Date, then you must tender your
book-entry interests according to the guaranteed delivery procedures discussed
above.

WITHDRAWAL OF TENDERS

         Except as otherwise provided in this prospectus, you may withdraw
tenders of original notes at any time prior to 5:00 p.m., New York City time, on
the Expiration Date.

         For a withdrawal to be effective, the exchange agent must receive a
written or facsimile transmission notice of withdrawal at its address set forth
below under " -- Exchange Agent" at any time prior to 5:00 p.m., New York City
time, on the Expiration Date.

         In any notice of withdrawal, you must

         (1) specify your name in the same manner as when you deposited the
original notes to be withdrawn;

         (2) identify the original notes to be withdrawn, including the
principal amount of the original notes of each series, as applicable, and the
name and number of the account at DTC to be credited;

         (3) sign electronically in the same manner as your original signature
on the letter of transmittal by which your original notes were tendered or be
accompanied by documents of transfer sufficient to permit the registrar to
register the transfer of the original notes into your name; and

         (4) specify the name in which you want any original notes to be
registered, if not your own.

         All questions as to the validity, form, eligibility and time of receipt
of any withdrawal notices will be determined by us in our sole discretion and
our determination will be final and binding on all parties. Any original notes
so withdrawn will be deemed not to have been validly tendered for purposes of
the exchange offer, and no exchange notes will be issued in exchange for them
unless the original notes so withdrawn are validly retendered. Any original
notes that have been tendered but are validly withdrawn will be returned to the
relevant holder without cost to that holder as soon as practicable after
withdrawal. Properly withdrawn original notes may be retendered by following one
of the procedures described above under " -- Procedures for Tendering" at any
time prior to the Expiration Date.

CONDITIONS OF THE EXCHANGE OFFER

         We are not required to accept for exchange, or to exchange notes for,
any original notes, and may terminate or amend the exchange offer before the
acceptance of any original notes, if, in our judgement, any of the following
conditions has occurred or has not been satisfied:

         (1) the exchange offer, or the making of any exchange by a holder of
original notes, violates applicable interpretations of the SEC staff;

         (2) any action or proceeding is instituted or threatened in any court
or by or before any governmental body with respect to the exchange offer;

         (3) there is adopted or enacted any law, rule or regulation that we
expect to impair our ability to proceed with the exchange offer; or

         (4) any governmental approval that we, in our sole discretion, deem
necessary for the exchange offer is not obtained.

         If we determine to terminate the exchange offer for any of the reasons
set forth above, we will refuse to accept any original notes and return any
original notes that have been tendered; alternatively, if we determine not to
terminate the exchange offer despite the existence of any of the reasons set
forth above, we may extend or otherwise amend the exchange offer, delay
accepting any tendered original note and retain all original notes tendered
prior to the Expiration Date

                                       25
<PAGE>   26
of the exchange offer, subject to the rights of the holders of the tendered
original notes to withdraw the original notes. We may, in our discretion, waive
any rule or condition and proceed with the exchange offer. If we determine that
a waiver constitutes a material change in the exchange offer, we will promptly
disclose that change.

         In addition, we will not accept for exchange any original notes
tendered, and no exchange notes will be issued in exchange for the original
notes, if at that time any stop order is threatened or in effect with respect to
either the Registration Statement of which this prospectus is a part or the
qualification of the indenture governing the Note under the Trust Indenture Act
of 1939.

         The specified conditions are for our sole benefit, and we may assert
any of the conditions regardless of the circumstances giving rise to any
condition or may waive the condition in whole or in part at any time and from
time to time in our sole discretion. Our failure at any time to exercise any of
these rights is not to be deemed a waiver of any right, and each right is an
ongoing right that may be asserted at any time and from time to time.

EXCHANGE AGENT

         The Bank of New York, the trustee under the indenture governing the
notes, has been appointed as the exchange agent for the exchange offer. In its
capacity as the exchange agent, The Bank of New York has no fiduciary duties and
will be acting solely on directions from us. Requests for assistance and
requests for additional copies of this prospectus or of the letter of
transmittal should be directed to the exchange agent addressed as follows:

         By Registered or Certified Mail:        The Bank of New York
                                                 101 Barclay Street, 7E
                                                 New York, New York  10286
                                                 Attention:  Michael Daly

         By Hand or Overnight Delivery:          The Bank of New York
                                                 101 Barclay Street
                                                 Corporate Trust Services Window
                                                 Ground Level
                                                 New York, New York  10286
                                                 Attention:  Michael Daly

           Facsimile Transmissions:              (212) 815-5915

            Information or Confirmation by
              Telephone:                         (212) 815-2588

         Delivery to an address or facsimile number other than those listed
above will not constitute a valid delivery.

SOLICITATION OF TENDERS; FEES AND EXPENSES

         We will bear all expenses of soliciting tenders pursuant to the
exchange offer. The principal solicitation pursuant to the exchange offer is
being made by mail. Additional solicitations may be made by us or an agent
designated by us in person, by telegraph, telephone or facsimile transmission.

         We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or other persons
soliciting acceptances of the exchange offer. We will, however, pay the exchange
agent reasonable and customary fees for its services and will reimburse the
exchange agent for its reasonable out-of-pocket costs and expenses and will
indemnify the exchange agent for all losses and claims incurred by it as a
result of the exchange offer. We will also pay the administrative agent its
ongoing fees and expenses. We may also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this prospectus, letters of transmittal
and related documents to the beneficial owners of the original notes and in
handling or forwarding tenders for exchange.

         We will also pay all other expenses incurred by it in connection with
the exchange offer, including accounting and legal fees and printing costs.

                                       26
<PAGE>   27
ACCOUNTING TREATMENT

         The exchange notes will be recorded at the same carrying value as the
original notes, as reflected in our accounting records on the date of the
exchange. Accordingly, we will not recognize any gain or loss for accounting
purposes as a result of the consummation of the exchange offer. We will amortize
the expense of the exchange offer over the term of the exchange notes.

TRANSFER TAXES

         We will pay any transfer taxes imposed in the United States that are
applicable to the exchange of original notes pursuant to the exchange offer. If,
however, a transfer tax is imposed for any reason other than the mere exchange
of original notes pursuant to the exchange offer, the amount of any transfer
taxes -- whether imposed on a registered holder or any other person -- will be
payable by the tendering holder. For example, you will be responsible for
transfer taxes, if certificates representing exchange notes are to be delivered
to, or are to be registered or issued in the name of, any person other than the
registered holder of the original notes tendered. If satisfactory evidence of
payment of those taxes or exemption from them is not submitted with the letter
of transmittal, we will bill the amount of the applicable transfer taxes
directly to the tendering holder. Any holder who is subject to taxes outside the
United States and who is considering tendering original notes for exchange
should consult its tax advisors as to the particular tax consequences to it of
exchanging original notes for exchange notes.

CONTINUING RESTRICTIONS ON THE TRANSFER OF ORIGINAL NOTES

         All original notes that are not tendered will continue to be subject to
the restrictions on transfer set forth in the indenture governing the notes.
After completion of the exchange offer, we will no longer have any obligation to
file any further registration statement for any original notes. Accordingly,
after the completion of the exchange offer, you will be able to offer for sale,
sell or otherwise transfer untendered original notes only as follows:

         (1)      to us;

         (2)      pursuant to a registration statement that has been declared
effective under the Securities Act;

         (3)      for so long as the original notes are eligible for resale
pursuant to Rule 144A under the Securities Act, to a person you reasonably
believe is a qualified institutional buyer within the meaning of Rule 144A, that
purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that the transfer is being made in reliance on the
exemption from the registration requirements of the Securities Act provided by
Rule 144A;

         (4)      pursuant to offers and sales that occur outside the United
States to foreign persons in transactions complying with the provisions of
Regulation S under the Securities Act;

         (5)      to an "accredited investor" within the meaning of Rule 501 (a)
(1), (2), (3) or (7) under the Securities Act that is an institutional investor
purchasing for its own account or for the account of this type of accredited
investor, in each case in a minimum principal amount of the original notes of
$250,000; or

         (6)      pursuant to any other available exemption from the
registration requirements of the Securities Act.


                              DESCRIPTION OF NOTES

    The original notes were and the new notes will be issued under an indenture,
dated as of January 15, 1997, between us and The Bank of New York (as successor
to Bank of Montreal Trust Company), as Trustee (the "Indenture"). The following
summary of important provisions of the notes and the indenture does not purport
to be complete, and this summary is subject to the detailed provisions of the
Indenture, including the definition of certain terms used in this prospectus and
those terms made a part of the indenture by reference to the Trust Indenture
Act, the notes and the exchange and registration rights agreement. Copies of
these documents are available from us upon request. Wherever particular sections
or defined terms of the Indenture are referred to, such sections or defined
terms are incorporated in this prospectus by reference as part of the statement
made, and the statement is qualified in its entirety by such reference.
Numerical references in parentheses below are to sections in the Indenture.
Capitalized terms that are used and not otherwise defined in this

                                       27
<PAGE>   28
prospectus shall have the meanings assigned to them in the Indenture or the
exchange and registration rights agreement, as the case may be.

GENERAL

    The Indenture provides for the issuance from time to time of debentures,
notes (including the notes) or other evidences of indebtedness by us (the
"Securities") in an unlimited amount pursuant to an indenture supplemental to
the Indenture or a Board Resolution, or Officers' Certificates pursuant to such
supplemental indenture or Board Resolution (Section 2.3). Additional Securities
may be issued in series.

    The notes will be unsubordinated and unsecured obligations of ours ranking
pari passu with all of our existing and future unsubordinated and unsecured
obligations. Claims of Holders of the notes will be effectively subordinated to
the claims of holders of the debt of our subsidiaries with respect to the assets
of such subsidiaries. In addition, claims of Holders of the notes will be
effectively subordinated to the claims of holders of our secured debt and the
secured debt of our subsidiaries with respect to the collateral securing such
claims. Our claims as the holder of general unsecured intercompany debt will be
similarly effectively subordinated to claims of holders of secured debt of our
subsidiaries.

THE FIXED RATE NOTES

    The Senior Notes due 2003. The notes due 2003 will pay interest from October
6, 2000, at 8.20% per annum, semiannually on April 1 and on October 1 of each
year, commencing April 1, 2001, to the person in whose name the note is
registered at the close of business on March 15 or September 15, as the case may
be, immediately preceding such April 1 or October 1.

    The Senior Notes due 2005. The notes due 2005 will pay interest from October
6, 2000, at 8.70% per annum, semiannually on April 1 and on October 1 of each
year, commencing April 1, 2001, to the person in whose name the note is
registered at the close of business on March 15 or September 15, as the case may
be, immediately preceding such April 1 or October 1.

    The Senior Notes due 2010. The notes due 2010 will pay interest from October
6, 2000, at 9.15% per annum, semiannually on April 1 and on October 1 of each
year, commencing April 1, 2001, to the person in whose name the note is
registered at the close of business on March 15 or September 15, as the case may
be, immediately preceding such April 1 or October 1.

THE FLOATING RATE NOTES

    We will pay interest on the floating rate notes quarterly in arrears on
January 5, 2001, April 5, 2001, July 5, 2001, each an interest payment date, and
on the maturity date. If any of the quarterly interest payment dates listed
above falls on a day that is not a business day, we will postpone the interest
payment date to 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 business day immediately preceding that quarterly interest payment date.
Interest on the notes will be computed on the basis of a 360 day year for the
actual number of days elapsed.

    Interest on the notes will accrue from, and including, October 6, 2000, to,
but excluding, the first interest payment date and then from, and including, the
immediately preceding interest payment date to which interest has been paid or
duly provided for to, but excluding, the next interest payment date or the
maturity date, as the case may be. We refer to each of these periods as an
"interest period." The amount of accrued interest that we will pay for an
interest period can be calculated by multiplying the face amount of the floating
rate notes by an accrued interest factor. This accrued interest factor is
computed by adding the interest factor calculated for each day from October 6,
2000, or from the last date we paid interest to you, to the date for which
accrued interest is being calculated. The interest factor for each day is
computed by dividing the interest rate applicable to that day by 360.

    If the maturity date of the floating rate notes falls on a day that is not a
business day, we will pay principal and interest on the next succeeding business
day, but we will consider that payment as being made on the date that the
payment was due to you. Accordingly, no interest will accrue on the payment for
the period from and after the maturity date to the date we make the payment to
you on the next succeeding business day.

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<PAGE>   29
    The interest payment by us on the floating rate notes on any interest
payment date, subject to certain exceptions, will be paid to the persons in
whose names the floating rate notes are registered at the close of business on
the fifteenth calendar day, whether or not a business day, immediately preceding
the interest payment date. However, interest that we pay on the maturity date
will be payable to the person to whom the principal will be payable.

    The interest rate on the notes, other than the initial interest rate, will
be calculated by The Bank of New York as calculation agent. The calculation
agent will reset the interest rate on each interest payment date, each of which
we will refer to as an "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 will be the interest rate determined as of the interest
determination date pertaining to the immediately preceding interest reset date,
except that the interest rate in effect for the period from and including
October 6, 2000 to the initial interest reset date will be the initial interest
rate. The interest rate in effect on any day that is an interest reset date will
be the interest rate determined as of the interest determination date pertaining
to that interest reset date.

    When we use the term "business day" in this section we mean any day except a
Saturday, a Sunday or a legal holiday in the City 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.

    "LIBOR" will 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 will be determined in accordance with the
    provisions described in (ii) below.

        (ii) With respect to an interest determination date on 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 will 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.

REGISTERED GLOBAL SECURITIES

    Each of the exchange notes will be issued in the form of one or more
registered notes in global form (the "Global Notes"). Global Notes will be
deposited on the date of the closing of the exchange with, or on behalf of, The
Depository Trust Company (the "Depositary") and registered in the name of a
nominee of the Depositary. Exchange notes exchanged for original notes held
pursuant to Regulation S will be deposited upon issuance with, or on behalf of,
a custodian for the Depositary in the manner described in the preceding sentence
for credit to the respective accounts of the purchasers (or to such other
accounts as they may direct) at Morgan Guaranty Trust Company of New York,
Brussels Office, as operator of the Euroclear System, or Clearstream S.A.

                                       29
<PAGE>   30
THE DEPOSITARY

    We understand that the Depositary is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934.

    The Depositary holds securities that its participants (the "Direct
Participants") deposit with the Depositary. The Depositary also facilitates the
settlement among Direct Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic computerized
book-entry changes in Direct Participants' accounts, thereby eliminating the
need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. Access to the Depositary's system
is also available to others such as securities brokers and dealers, banks and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly (the "Indirect Participants",
and together with the Direct Participants, the "Participants").

    Purchases of Securities within the Depositary's system must be made by or
through Direct Participants, which will receive a credit for the Securities on
the Depositary's records. The ownership interest of each actual purchaser of
each Security (a "Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' respective records. Beneficial Owners will not receive
written confirmation from the Depositary of their purchase, but Beneficial
Owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interest in the Securities are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interest in Securities except in the event that use of the
book-entry system for the Securities is discontinued.

    To facilitate subsequent transfers, all Securities deposited by Direct
Participants with the Depositary are registered in the name of a nominee of the
Depositary. The deposit of the Securities with the Depositary and their
registration in the name of the nominee affect no change in beneficial
ownership. The Depositary has no knowledge of the actual Beneficial Owners of
the Securities; the Depositary's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.

    Conveyance of notices and other communications by the Depositary to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

    Redemption notices will be sent to the nominee of the Depositary. If less
than all of the Securities of an issue are being redeemed, the Depositary's
practice is to determine by lot the amount of the interest of each Direct
Participant in the particular series to be redeemed.

    Neither the Depositary nor its nominee will consent or vote with respect to
the Securities. Under its usual procedures, the Depositary mails an omnibus
proxy (an "Omnibus Proxy") to the Participants as soon as possible after the
record date. The Omnibus Proxy assigns the nominee's consenting or voting rights
to those Direct Participants to whose accounts the Securities are credited on
the record date (identified in a listing attached to the Omnibus Proxy).

    Principal, premium, if any, and interest payments on the Securities will be
made to the Depositary. We expect that the Depositary will credit Direct
Participants' accounts on the relevant payment date in accordance with their
respective holdings shown on the Depositary's records unless the Depositary has
reason to believe that it will not receive payment on such payment date. We also
expect that payments by participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with Securities
for the accounts of customers in bearer form or registered in "street-name".
These payments will be the responsibility of such participant and not of the
Depositary, the initial purchasers, or us, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal, redemption premium, if any, and interest to the Depositary is our
responsibility or that of the respective trustees. Disbursement of such payments
to Direct Participants is the responsibility of the Depositary, and disbursement
of such payments to the Beneficial Owners is the responsibility of Direct and
Indirect Participants. Registered Global Securities will settle in immediately


                                       30
<PAGE>   31
available funds in the secondary trading market. No assurance can be given as to
the effect, if any, of settlement in immediately available funds on trading
activity in the Securities.

    The Depositary may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice. Under such circumstances and in the event that a successor securities
depository is not obtained, Securities certificates are required to be printed
and delivered. In addition, we may decide to discontinue use of the system of
book-entry transfers through the Depositary (or a successor securities
depository). In that event, Securities certificates which may have the legend
affixed to under "Notice to Investors" will be printed and delivered.

    We will not have any responsibility or obligation to Participants or the
persons for whom they act as nominees with respect to the accuracy of the
records of the Depositary, its nominee or any Direct or Indirect Participant
with respect to any ownership interest in the Securities, or with respect to
payments to or providing of notice for the Direct Participants, the Indirect
Participants or the Beneficial Owners.

    So long as a nominee of the Depositary is the registered owner of the
Securities, references herein to Holders of the Securities shall mean such
nominee or the Depositary and shall not mean the Beneficial Owners of the
Securities.

    The information in this section concerning the Depositary and the
Depositary's book-entry system has been obtained from the Depositary. Neither
we, the Trustee nor the initial purchasers, dealers or agents take
responsibility for the accuracy or completeness thereof.

PAYMENT OF ADDITIONAL AMOUNTS

    We will, subject to the exceptions and limitations described below, pay as
additional interest, on each series of notes, any additional amounts that are
necessary in order that the net payment by our paying agents of the principal of
and interest on the notes to a holder who is a non-United States person (as
defined below), after deduction for any present or future tax, assessment or
governmental charge of the United States or a political subdivision or taxing
authority thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount provided in the notes to be then due
and payable; provided, however, that the foregoing obligation to pay additional
amounts shall not apply:

        (1) to a tax, assessment or governmental charge that is imposed or
    withheld solely by reason of the holder, or a fiduciary, settlor,
    beneficiary, member or shareholder of the holder if the holder is an estate,
    trust, partnership or corporation, or a person holding a power over an
    estate or trust administered by a fiduciary holder, being considered as:

        (a) being or having been present or engaged in trade or business in the
    United States or having or having had a permanent establishment in the
    United States;

        (b) having a current or former relationship with the United States,
    including a relationship as a citizen or resident thereof;

        (c) being or having been a foreign or domestic personal holding company,
    a passive foreign investment company or a controlled foreign corporation
    with respect to the United States or a corporation that has accumulated
    earnings to avoid United States federal income tax; or

        (d) being or having been a "10-percent shareholder" of us as defined in
    section 871(h)(3) of the United States Internal Revenue Code or any
    successor provision;

        (2) to any holder that is not the sole beneficial owner of such note, or
    a portion thereof, or that is a fiduciary or partnership, but only to the
    extent that a beneficiary or settlor with respect to the fiduciary, a
    beneficial owner or member of the partnership would not have been entitled
    to the payment of an additional amount had the beneficiary, settlor,
    beneficial owner or member received directly its beneficial or distributive
    share of the payment;

        (3) to a tax, assessment or governmental charge that is imposed or
    withheld solely by reason of the failure of the holder or any other person
    to comply with certification, identification or information reporting
    requirements concerning the nationality, residence, identity or connection
    with the United States of the holder or beneficial owner of such note, if
    compliance is required by statute, by regulation of the United States
    Treasury Department or by an applicable income tax treaty to which the
    United States is a party as a precondition to exemption from such tax,
    assessment or other governmental charge;


                                       31
<PAGE>   32
        (4) to a tax, assessment or governmental charge that is imposed
    otherwise than by withholding by us or a paying agent from the payment;

        (5) to a tax, assessment or governmental charge that is imposed or
    withheld solely by reason of a change in law, regulation, or administrative
    or judicial interpretation that becomes effective more than 15 days after
    the payment becomes due or is duly provided for, whichever occurs later;

        (6) to an estate, inheritance, gift, sales, excise, transfer, wealth or
    personal property tax or a similar tax, assessment or governmental charge;

        (7) to any tax, assessment or other governmental charge required to be
    withheld by any paying agent from any payment of principal of or interest on
    any note, if such payment can be made without such withholding by any other
    paying agent; or

        (8) in the case of any combination of items (1), (2), (3), (4), (5), (6)
    and (7).

The notes are subject in all cases to any tax, fiscal or other law or regulation
or administrative or judicial interpretation applicable thereto. Except as
specifically provided under this heading "-- Payment of Additional Amounts" and
under the heading "-- Redemption for Tax Reasons" below, we shall not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.

    As used under this heading "-- Payment of Additional Amounts", under the
heading "-- Redemption for Tax Reasons," and under the heading "-- Material
Federal Income Tax Consequences to Non-United States Holders" below, the term
"United States" means the United States of America (including the States and the
District of Columbia) and its territories, its possessions and other areas
subject to its jurisdiction, "United States person" means any individual who is
a citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or any
estate or trust the income of which is subject to United States federal income
taxation regardless of its source and "non-United States person" means a person
who is not a United States person.

OPTIONAL REDEMPTION

    We may not redeem the floating rate notes before they mature. The fixed rate
notes may be redeemed in whole at any time or in part from time to time, at our
option, at a redemption price equal to the greater of (1) 100% of the principal
amount of the applicable series of notes to be redeemed, and (2) the sum of the
present values of the remaining scheduled payments of principal and interest on
the applicable series of notes to be redeemed discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the applicable Treasury Rate plus 25 basis points for the
8.20% notes, the applicable Treasury Rate plus 37.5 basis points for the 8.70%
notes, or the applicable Treasury Rate plus 50 basis points for the 9.15% notes,
in each case plus accrued and unpaid interest on the principal amount being
redeemed to the redemption date.

    "Treasury Rate" means, with respect to any redemption date, (1) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after the Remaining Life, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be determined and
the Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (2) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price of
such redemption date. The Treasury Rate will be calculated on the third Business
Day preceding the redemption date.

    "Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.


                                       32
<PAGE>   33
    "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such notes.

    "Independent Investment Banker" means Goldman, Sachs & Co. and its successor
or, if such firm is unwilling or unable to select the Comparable Treasury Issue,
an independent investment banking institution of national standing appointed by
the Trustee after consultation with us.

    "Comparable Treasury Price" means (1) the average of five Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or, (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.

    "Reference Treasury Dealer" means (1) each of Goldman, Sachs & Co., Chase
Securities Inc. and Morgan Stanley & Co. Incorporated, and their respective
successors, provided, however, that if any of the foregoing shall cease to be a
primary U.S. government securities dealer in New York City (a "Primary Treasury
Dealer"), we will substitute for such firm another Primary Treasury Dealer, and
(2) any other Primary Treasury Dealer selected by the Independent Investment
Banker after consultation with us.

    "The Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.

    Holders of notes to be redeemed as provided above will receive notice
thereof by first-class mail at least 30 and not more than 60 days before the
date fixed for redemption. If fewer than all of the notes of the series are to
be redeemed, the Trustee will select, not more than 60 days before the
redemption date, the particular notes or portions thereof for redemption from
the outstanding notes not previously called by such method as the Trustee deems
fair and appropriate.

REDEMPTION FOR TAX REASONS

    If (a) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendments to, official positions regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment is announced or
becomes effective on or after the date of this prospectus, we become or will
become obligated to pay additional amounts with respect to any series of notes
as described above under the heading "-- Payment of Additional Amounts" or (b)
any act is taken by a taxing authority of the United States on or after the date
of this prospectus, whether or not such act is taken with respect to us or any
affiliate, that results in a substantial probability that we will or may be
required to pay such additional amounts, then we may, at our option, redeem, as
a whole, but not in part, such series of notes on not less than 30 nor more than
60 days' prior notice, at a redemption price equal to 100% of their principal
amount, together with interest accrued thereon to the date fixed for redemption;
provided that we determine, in our business judgment, that the obligation to pay
such additional amounts cannot be avoided by the use of reasonable measures
available to us, not including substitution of the obligor under such series of
notes. No redemption pursuant to (b) above may be made unless we shall have
received an opinion of independent counsel to the effect that an act taken by a
taxing authority of the United States results in a substantial probability that
we will or may be required to pay the additional amounts described above under
the heading "-- Payment of Additional Amounts" and we shall have delivered to
the Trustee a certificate, signed by a duly authorized officer, stating that,
based on such opinion, we are entitled to redeem such notes pursuant to their
terms.

CERTAIN COVENANTS

    Except as specified below, the following covenants apply to all series of
Securities, including the notes.

    Restrictions on Liens. The Indenture provides that we will not, and will not
permit any Restricted Subsidiary to, create or incur any Lien on any shares of
stock, indebtedness or other obligations of a Restricted Subsidiary or any
Principal Property of ours or of a Restricted Subsidiary, whether those shares
of stock, indebtedness or other obligations of a Restricted Subsidiary or
Principal Property are owned at the date of the Indenture or acquired
afterwards, unless we secure or cause

                                       33
<PAGE>   34
such Restricted Subsidiary to secure the outstanding Securities equally and
ratably with (or, at our option, prior to) all indebtedness secured by the
particular Lien, so long as the indebtedness shall be so secured. This covenant
does not apply in the case of:

    -   the creation of any Lien on any shares of stock, indebtedness or other
        obligations of a Subsidiary or any Principal Property Acquired after the
        date of the Indenture (including acquisitions by way of merger or
        consolidation) by us or a Restricted Subsidiary, contemporaneously with
        such acquisition, or within 180 days thereafter, to secure or provide
        for the payment or financing of any part of the purchase price, or the
        assumption of any Lien upon any shares of stock, indebtedness or other
        obligations of a Subsidiary or any Principal Property acquired after the
        date of the Indenture existing at the time of the acquisition, or the
        acquisition of any shares of stock, indebtedness or other obligations of
        a Subsidiary or any Principal Property subject to any Lien without the
        assumption thereof, provided that every such Lien referred to in this
        clause shall attach only to the shares of stock, indebtedness or other
        obligations of a Subsidiary or any Principal Property so acquired and
        fixed improvements thereon;

    -   any Lien on any shares of stock, indebtedness or other obligations of a
        Subsidiary or any Principal Property existing at the date of the
        Indenture;

    -   any Lien on any shares of stock, indebtedness or other obligations of a
        Subsidiary or any Principal Property in favor of us or any Restricted
        Subsidiary;

    -   any Lien on any Principal Property being constructed or improved
        securing loans to finance the construction or improvements;

    -   any Lien on shares of stock, indebtedness or other obligations of a
        Subsidiary or any Principal Property incurred in connection with the
        issuance of tax-exempt governmental obligations (including, without
        limitation, industrial revenue bonds and similar financings);

    -   any mechanics', materialmen's, carriers' or other similar Liens arising
        in the ordinary course of business with respect to obligations that are
        not yet due or that are being contested in good faith;

    -   any Lien on any shares of stock, indebtedness or other obligations of a
        Subsidiary or any Principal Property for taxes, assessments or
        governmental charges or levies not yet delinquent, or already delinquent
        but the validity of which is being contested in good faith;

    -   any Lien on any shares of stock, indebtedness or other obligations of a
        Subsidiary or any Principal Property arising in connection with legal
        proceedings being contested in good faith, including any judgment Lien
        so long as execution on the Lien is stayed;

    -   any landlord's Lien on fixtures located on premises leased by us or a
        Restricted Subsidiary in the ordinary course of business, and tenants'
        rights under leases, easements and similar Liens not materially
        impairing the use or value of the property involved;

    -   any Lien arising by reason of deposits necessary to qualify us or any
        Restricted Subsidiary to conduct business, maintain self-insurance, or
        obtain the benefit of, or comply with, any law;

    -   Liens on our current assets to secure loans to us that mature within
        twelve months from their creation and that are made in the ordinary
        course of business; and

    -   any renewal of or substitution for any Lien permitted by any of the
        preceding bullet points, provided, in the case of a Lien permitted under
        the first, second or fourth bullet points, the indebtedness secured is
        not increased nor the Lien extended to any additional assets. (Section
        4.3(a)) Notwithstanding the foregoing, we or any Restricted Subsidiary
        may create or assume Liens in addition to those permitted by the
        preceding sentence of this paragraph, and renew, extend or replace those
        Liens, provided that at the time of the creation, assumption, renewal,
        extension or replacement, and after giving effect thereto, Exempted Debt
        does not exceed 15 percent of Consolidated Net Tangible Assets. (Section
        4.3(b))

    Restrictions on Sale and Lease-Back Transactions. The Indenture provides
that we will not, and will not permit any Restricted Subsidiary to, sell or
transfer, directly or indirectly, except to us or to a Restricted Subsidiary,
any Principal

                                       34
<PAGE>   35
Property as an entirety, or any substantial portion thereof, with the intention
of taking back a lease of such property, except a lease for a period of three
years or less at the end of which it is intended that the use of that property
by the lessee will be discontinued; provided that, notwithstanding the
foregoing, we or any Restricted Subsidiary may sell any such Principal Property
and lease it back for a longer period:

        (i) if we or such Restricted Subsidiary would be entitled, pursuant to
    the provisions of Section 4.3(a) of the Indenture, to create a Lien on the
    property to be leased securing Funded Debt in an amount equal to the
    Attributable Debt with respect to the sale and lease-back transaction
    without equally and ratably securing the outstanding Securities, or

        (ii) if (A) we promptly inform the Trustee of such transaction, and (B)
    we cause an amount equal to the fair value (as determined by resolution of
    our Board of Directors) of the property to be applied (1) to the purchase of
    other property that will constitute Principal Property having a fair value
    at least equal to the fair value of the property sold, or (2) to the
    retirement within 120 days after receipt of the proceeds of Funded Debt
    incurred or assumed by us or a Restricted Subsidiary (including the
    Securities);

provided further that, in lieu of applying all of or any part of such net
proceeds to such retirement, we may, within 75 days after the sale, deliver or
cause to be delivered to the applicable trustee for cancellation either
debentures or notes evidencing Funded Debt of ours (which may include the
Securities) or of a Restricted Subsidiary previously authenticated and delivered
by the applicable trustee, and not yet tendered for sinking fund purposes or
called for a sinking fund or otherwise applied as a credit against an obligation
to redeem or retire such notes or debentures, and Officers' Certificates (which
shall be delivered to the Trustee) stating that we elect to deliver or cause to
be delivered such debentures or notes in lieu of retiring Funded Debt as
provided in the Indenture.

    If we deliver debentures or notes to the applicable trustee and we duly
deliver the Officers' Certificates, the amount of cash that we will be required
to apply to the retirement of Funded Debt under this provision of the Indenture
will be reduced by an amount equal to the aggregate of the then applicable
optional redemption prices (not including any optional sinking fund redemption
prices) of the applicable debentures or notes, or, if there are no such
redemption prices, the principal amount of those debentures or notes; provided
that in the case of debentures or notes that provide for an amount less than the
principal amount to be due and payable upon a declaration of the maturity, then
the amount of cash will be reduced by the amount of principal of those
debentures or notes that would be due and payable as of the date of the
application upon a declaration of acceleration of the maturity pursuant to the
terms of the indenture pursuant to which such debentures or notes were issued.
(Section 4.4(a))

    Notwithstanding the foregoing, we or any Restricted Subsidiary may enter
into sale and lease-back transactions in addition to those permitted by this
paragraph, without any obligation to retire any outstanding Securities or other
Funded Debt, provided that at the time of entering into such sale and lease-back
transactions and after giving effect thereto, Exempted Debt does not exceed 15
percent of Consolidated Net Tangible Assets.
(Section 4.4(b))

CERTAIN DEFINITIONS

    The term "Attributable Debt" as defined in the Indenture means when used in
connection with a sale and leaseback transaction referred to above under "--
Certain Covenants -- Restrictions on Sale and Lease-Back Transactions", on any
date as of which the amount thereof is to be determined, the product of (i) the
net proceeds from the sale and lease-back transaction multiplied by (ii) a
fraction, the numerator of which is the number of full years of the term of the
lease relating to the property involved in the sale and lease-back transaction
(without regard to any options to renew or extend such term) remaining on the
date of the making of the computation and the denominator of which is the number
of full years of the term of the lease measured from the first day of the term.

    The term "Consolidated Net Tangible Assets" as defined in the Indenture
means total assets after deducting therefrom all current liabilities and
intangible assets as set forth in our most recent balance sheet and our
consolidated Subsidiaries and computed in accordance with GAAP.

    The term "Exempted Debt" as defined in the Indenture means the sum, without
duplication, of the following items outstanding as of the date Exempted Debt is
being determined:

        (i) indebtedness of ours and our restricted subsidiaries incurred after
    the date of the Indenture and secured by liens created or assumed or
    permitted to exist pursuant to Section 4.3(b) of the Indenture described
    above under "-- Certain Covenants -- Restrictions on Liens"; and


                                       35
<PAGE>   36
        (ii) Attributable Debt of ours and our restricted subsidiaries in
    respect of all sale and lease-back transactions with regard to any Principal
    Property entered into pursuant to Section 4.4(b) of the Indenture described
    above under "-- Certain Covenants -- Restrictions on Sales and Lease-Back
    Transactions".

    The term "Funded Debt" as defined in the Indenture means all indebtedness
for money borrowed, including purchase money indebtedness, having a maturity of
more than one year from the date of its creation or having a maturity of less
than one year but by its terms being renewable or extendible at the option of
the obligor, beyond one year from the date of its creation.

    The terms "Holder" or "Securityholder" as defined in the Indenture mean the
registered holder of any Security with respect to Registered Securities and the
bearer of any Unregistered Security or any coupon appertaining to it, as the
case may be.

    The term "Lien" as defined in the Indenture means, with respect to any
asset, any mortgage, lien, pledge, charge, security interest or encumbrance of
any kind, or any other type of preferential arrangement that has the practical
effect of creating a security interest in respect of such asset. For the
purposes of the Indenture, we or any Subsidiary shall be deemed to own subject
to a Lien any asset that it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement relating to such asset.

    The term "Original Issue Discount Security" as defined in the Indenture
means any Security that provides for an amount less than the principal amount of
a particular security to be due and payable upon a declaration of acceleration
of the maturity of that security pursuant to Section 6.2 of the Indenture.

    The term "Person" means an individual, partnership, corporation, business,
trust, joint stock company, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

    The term "Principal Property" as defined in the Indenture means any
manufacturing or processing plant or warehouse owned at the date of the
Indenture or acquired after that date by us or any of our restricted
subsidiaries which is located within the United States and the gross book value
of which (including related land and improvements and all machinery and
equipment without deduction of any depreciation reserves) on the date as of
which the determination is being made exceeds 2 percent of Consolidated Net
Tangible Assets, other than:

        (i) any manufacturing or processing plant or warehouse or any portion of
    the same (together with the land on which it is erected and fixtures that
    are a part of that land) which is financed by industrial development bonds
    which are tax exempt pursuant to Section 103 of the Internal Revenue Code
    (or which receive similar tax treatment under any subsequent amendments or
    any successor laws or under any other similar statute of the United States),

        (ii) any property which in the opinion of our Board of Directors is not
    of material importance to the total business conducted by us as an entirety,
    or

        (iii) any portion of a particular property which is similarly found not
    to be of material importance to the use or operation of such property.

    The term "Restricted Subsidiary" as defined in the Indenture means a
Subsidiary of ours (i) of which substantially all the property is located, or
substantially all the business is carried on, within the United States, and (ii)
which owns Principal Property; provided, however, that any Subsidiary may be
declared a Restricted Subsidiary by Board Resolution, effective as of the date
such Board Resolution is adopted; provided further, that any such declaration
may be rescinded by further Board Resolution, effective as of the date that
further Board Resolution is adopted.

    The term "Subsidiary" as defined in the Indenture means, with respect to any
Person, any corporation, association or other business entity of which more than
50% of the outstanding Voting Stock is owned, directly or indirectly, by that
Person and one or more other Subsidiaries of that Person.

RESTRICTIONS ON MERGERS AND SALES OF ASSETS

    Under the Indenture, we may not consolidate with, merge with or into, or
sell, convey, transfer, lease or otherwise dispose of all or substantially all
of our property and assets (in one transaction or a series of related
transactions) to, any

                                       36
<PAGE>   37
Person (other than a consolidation with or merger with or into a Subsidiary or a
sale, conveyance, transfer, lease or other disposition to a Subsidiary) or
permit any Person to merge with or into us unless (i) either (A) we will be the
continuing Person or (B) the Person (if other than ourselves) formed by the
consolidation or into which we are merged or that acquired or leased such
property and assets of ours will be a corporation organized and validly existing
under the laws of the United States of America or any of its jurisdictions and
will expressly assume, by a supplemental indenture, executed and delivered to
the Trustee, all of our obligations on all of the Securities under the
Indenture, and we will have delivered to the Trustee an Opinion of Counsel
stating that the consolidation, merger or transfer and the supplemental
indenture complies with the Indenture and that all conditions precedent provided
for in the Indenture relating to such transaction have been complied with and
that the supplemental indenture constitutes a legal, valid and binding
obligation of ours or such successor enforceable against such entity in
accordance with its terms, subject to customary exceptions; and (ii) Officers'
Certificates to the effect that immediately after giving effect to such
transaction, no Default shall have occurred and be continuing and an Opinion of
Counsel as to the matters set forth in clause (i) shall have been delivered to
the Trustee. (Section 5.1)

EVENTS OF DEFAULT

    Events of Default defined in the Indenture with respect to the Securities of
any series are:

    -   we default in the payment of the Principal of any Securities of a series
        when the same becomes due and payable at maturity, upon acceleration,
        redemption or mandatory repurchase, including as a sinking fund
        installment, or otherwise;

    -   we default in the payment of interest on any Securities of a series when
        the same becomes due and payable, and that default continues for a
        period of 30 days;

    -   we default in the performance of or breach any other covenant or
        agreement of ours in the Indenture with respect to the Securities of a
        series and that default or breach continues for a period of 30
        consecutive days after written notice to us by the Trustee or to us and
        the Trustee by the Holders of 25 percent or more in aggregate principal
        amount of the Securities of all series affected thereby;

    -   an involuntary case or other proceeding shall be commenced against us or
        any Restricted Subsidiary with respect to our or the Restricted
        Subsidiary's debts, as the case may be, under any bankruptcy, insolvency
        or other similar law now or in the future in effect seeking the
        appointment of a trustee, receiver, liquidator, custodian or other
        similar official of ours or it or any substantial part of our or its
        property, as the case may be, and such involuntary case or other
        proceeding shall remain undismissed and unstayed for a period of 60
        days; or an order for relief shall be entered against us or any
        Restricted Subsidiary under the federal bankruptcy laws as now or
        hereafter in effect;

    -   we or any Restricted Subsidiary (A) commence a voluntary case under any
        applicable bankruptcy, insolvency or other similar law now or in the
        future in effect, or consents to the entry of an order for relief in an
        involuntary case under any such law, (B) consent to the appointment of
        or taking possession by a receiver, liquidator, assignee, custodian,
        trustee, sequestrator or similar official of us or any Restricted
        Subsidiary or for all or substantially all of the property and assets of
        ours or any Restricted Subsidiary or (C) effect any general assignment
        for the benefit of creditors; and

    -   any other Event of Default established with respect to any series of
        Securities issued pursuant to the Indenture occurs. (Section 6.1)

    The Indenture provides that if an Event of Default described in the first
two bullet points above, with respect to the Securities of any series then
outstanding, occurs and is continuing, then, and in each and every such case,
except for any series of Securities the Principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25
percent in aggregate principal amount of the Securities of any such affected
series then outstanding under the Indenture (each series being treated as a
separate class) by notice in writing to us (and to the Trustee if given by
Securityholders), may declare the entire Principal (or, if the Securities of any
such series are Original Issue Discount Securities, the applicable portion of
the Principal amount as may be specified in the terms of the particular series
established pursuant to the Indenture) of all Securities of the affected series,
and the interest accrued on that Series, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable.

    If an Event of Default described in the third or fourth bullet points above,
with respect to the Securities of one or more but not all series then
outstanding, or with respect to the Securities of all series then outstanding,
occurs and is continuing, then, and in each and every such case, except for any
series of Securities the Principal of which shall have already become due and
payable, either the Trustee or the Holders of not less than 25 percent in
aggregate principal amount (or, if the Securities

                                       37
<PAGE>   38
of any such series are Original Issue Discount Securities, the amount of which
is accelerable as described in this paragraph) of the Securities of all the
affected series then outstanding under the Indenture (treated as a single class)
by notice in writing to us (and to the Trustee if given by Securityholders) may
declare the entire Principal (or, if the Securities of any such series are
Original Issue Discount Securities, such portion of the Principal amount as may
be specified in the terms of such series established pursuant to the Indenture)
of all Securities of all the affected series, and the interest accrued on those
series, if any, to be due and payable immediately, and upon any such declaration
the same shall become immediately due and payable.

    If an Event of Default described in the fourth or fifth bullet points above
occurs and is continuing, then the principal amount (or, if any Securities are
Original Issue Discount Securities, such portion of the Principal as may be
specified in the terms of such series established pursuant to the Indenture) of
all the Securities then outstanding and interest accrued thereon, if any, shall
be and become immediately due and payable without any notice or other action by
any Holder or the Trustee to the full extent permitted by applicable law. Upon
certain conditions such declarations may be rescinded and annulled and past
defaults may be waived by the Holders of a majority in Principal of the then
outstanding Securities of all such series that have been accelerated (voting as
a single class). (Section 6.2)

TRUSTEE'S RIGHTS

    The Indenture contains a provision under which, subject to the duty of the
Trustee during a default to act with the required standard of care:

    -   the Trustee may rely and shall be protected in acting or refraining from
        acting upon any resolution, certificate, Officers' Certificates, Opinion
        of Counsel (or both), statement, instrument, opinion, report, notice,
        request, direction, consent, order, bond, debenture, note, other
        evidence or indebtedness or other paper or document believed by it to be
        genuine and to have been signed or presented by the proper person or
        persons, and the Trustee need not investigate any fact or matter stated
        in the document, but the Trustee, in its discretion, may make such
        further inquiry or investigation into such facts or matters as it may
        see fit;

    -   before the Trustee acts or refrains from acting, it may require
        Officers' Certificates and/or an Opinion of Counsel, which shall conform
        to the requirements of the Indenture, and the Trustee shall not be
        liable for any action it takes or omits to take in good faith in
        reliance on such certificate or opinion; subject to the terms of the
        Indenture, whenever in the administration of the trusts of the Indenture
        the Trustee shall deem it necessary or desirable that a matter be proved
        or established prior to taking or suffering or omitting any action under
        the Indenture, such matter (unless other evidence in respect thereof be
        specifically prescribed in the Indenture) may, in the absence of
        negligence or bad faith on the part of the Trustee, be deemed to be
        conclusively proved and established by Officers' Certificates delivered
        to the Trustee, and such certificate, in the absence of negligence or
        bad faith on the part of the Trustee, shall be full warrant to the
        Trustee for any action taken, suffered or omitted by it under the
        provisions of the Indenture upon the faith of the Officers'
        Certificates;


    -   the Trustee may act through its attorneys and agents not regularly in
        its employ and shall not be responsible for the misconduct or negligence
        of any agent or attorney appointed with due care by it under the
        Indenture;

    -   any request, direction, order or demand of us mentioned in the Indenture
        shall be sufficiently evidenced by Officers' Certificates (unless other
        evidence in respect thereof be specifically prescribed in the
        Indenture); and any Board Resolution may be evidenced to the Trustee by
        a copy thereof certified by our Secretary or an Assistant Secretary;

    -   the Trustee shall be under no obligation to exercise any of the rights
        or powers vested in it by the Indenture at the request, order or
        direction of any of the Holders, unless such Holders shall have offered
        to the Trustee reasonable security or indemnity against the costs,
        expenses and liabilities that might be incurred by it in compliance with
        such request or direction;

    -   the Trustee shall not be liable for any action it takes or omits to take
        in good faith that it believes to be authorized or within its rights or
        powers or for any action it takes or omits to take in accordance with
        the direction of the Holders in accordance with the Indenture relating
        to the time, method and place of conducting any proceeding for any
        remedy available to the Trustee, or exercising any trust or power
        conferred upon the Trustee, under the Indenture;

                                       38
<PAGE>   39
    -   the Trustee may consult with counsel, and the written advice of such
        counsel or any Opinion of Counsel shall be full and complete
        authorization and protection in respect of any action taken, suffered or
        omitted by it under the Indenture in good faith and in reliance thereon;
        and

    -   prior to the occurrence of an Event of Default under the Indenture and
        after the curing or waiving of all Events of Default, the Trustee shall
        not be bound to make any investigation into the facts or matters stated
        in any resolution, certificate, Officers' Certificates, Opinion of
        Counsel, Board Resolution, statement, instrument, opinion, report,
        notice, request, consent, order, approval, appraisal, bond, debenture,
        note, coupon, security, or other paper or document, but the Trustee, in
        its discretion, may make such further inquiry or investigation into such
        facts or matters as it may see fit and, if the Trustee shall determine
        to make such further inquiry or investigation, it shall be entitled to
        examine, during normal business hours and upon prior written notice, our
        books, records and premises, personally or by agent or attorney.
        (Section 7.2)

    Subject to various provisions in the Indenture, the Holders of at least a
majority in principal amount (or, if the Securities are Original Issue Discount
Securities, such portion of the Principal as is then accelerable under the
Indenture) of the outstanding Securities of all series affected (voting as a
single class) by notice to the Trustee, may waive, on behalf of the Holders of
all the Securities of such series, 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 as specified in the
first and second bullet points of the "Events of Default" section above or in
respect of a covenant or provision of the Indenture which 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. (Section 6.4)

    Subject to such provisions in the Indenture for the indemnification of the
Trustee and certain other limitations, the Holders of at least a majority in
aggregate principal amount (or, if any Securities are Original Issue Discount
Securities, such portion of the Principal as is then accelerable under the
Indenture) of the outstanding Securities of all series affected (voting as a
single class), may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the Securities of such series by
the Indenture, provided that the Trustee may refuse to follow any direction that
conflicts with law or the Indenture that may involve the Trustee in personal
liability, or that the Trustee determines in good faith may be unduly
prejudicial to the rights of Holders not joining in the giving of such
direction; and provided further that the Trustee may take any other action it
deems proper that is not inconsistent with any directions received from Holders
of Securities pursuant to the Indenture. (Section 6.5)

    The Indenture provides that no Holder of any Securities of any series may
institute any proceeding, judicial or otherwise, with respect to the Indenture
or the Securities of that series, or for the appointment of a receiver or
trustee, or for any other remedy under the Indenture, unless:

    -   the Holder has previously given to the Trustee written notice of a
        continuing Event of Default with respect to the Securities of that
        series;

    -   the Holders of at least 25 percent in aggregate principal amount of
        outstanding Securities of all those series affected shall have made
        written request to the Trustee to institute proceedings in respect of
        such Event of Default in its own name as Trustee under the Indenture;

    -   the Holder or Holders have offered to the Trustee indemnity reasonably
        satisfactory to the Trustee against any costs, liabilities or expenses
        to be incurred in compliance with the request;

    -   the Trustee for 60 days after its receipt of the notice, request and
        offer of indemnity has failed to institute any such proceeding; and

    -   during the 60-day period, the Holders of a majority in aggregate
        principal amount of the outstanding Securities of all those affected
        series have not given the Trustee a direction that is inconsistent with
        such written request. A Holder may not use the Indenture to prejudice
        the rights of another Holder or to obtain a preference or priority over
        such other Holder. (Section 6.6)

                                       39
<PAGE>   40
    The Indenture contains a covenant that we will file with the Trustee, within
15 days after we are required to file the same with the SEC, copies of the
annual reports and of the information, documents and other reports that we may
be required to file with the SEC pursuant to Section 13 or Section 15(d) of the
Exchange Act. (Section 4.6)

DISCHARGE, LEGAL DEFEASANCE AND COVENANT DEFEASANCE

    The Indenture provides with respect to each series of Securities that,
except as otherwise provided in this paragraph, we may terminate our obligations
under the Securities of a series and the Indenture with respect to Securities of
such series if:

        (i) all Securities of such series previously authenticated and
    delivered, with certain exceptions, have been delivered to the Trustee for
    cancellation, and we have paid all sums payable by us under the Indenture;
    or

        (ii) (A) the Securities of such series mature within one year or all of
    them are to be called for redemption within one year under arrangements
    satisfactory to the Trustee for giving the notice of redemption,

        (B) we irrevocably deposit in trust with the Trustee, as trust funds
    solely for the benefit of the Holders of such Securities, for that purpose,
    money or U.S. Government Obligations or a combination thereof sufficient
    (unless such funds consist solely of money, in the opinion of a nationally
    recognized firm of independent public accountants expressed in a written
    certification thereof delivered to the Trustee), without consideration of
    any reinvestment, to pay Principal of and interest on the Securities of such
    series to maturity or redemption, as the case may be, and to pay all other
    sums payable by us under the Indenture, and

        (C) we deliver to the Trustee Officers' Certificates and an Opinion of
    Counsel, in each case stating that all conditions precedent provided for in
    the Indenture relating to the satisfaction and discharge of the Indenture
    with respect to the Securities of such series have been complied with.

    With respect to the foregoing clause (i), only our obligations to compensate
and indemnify the Trustee shall survive. With respect to the foregoing clause
(ii), only our obligations to execute and deliver Securities of such series for
authentication, to set the terms of the Securities of such series, to maintain
an office or agency in respect of the Securities of such series, to have moneys
held for payment in trust, to register the transfer or exchange of Securities of
such series, to deliver Securities of such series for replacement or to be
canceled, to compensate and indemnify the Trustee and to appoint a successor
trustee, and our right to recover excess money held by the Trustee shall survive
until such Securities are no longer outstanding. Thereafter, only our
obligations to compensate and indemnify the Trustee and its right to recover
excess money held by the Trustee shall survive. (Section 8.1)

    The Indenture provides that, except as otherwise provided in this paragraph,
we:

        (i) will be deemed to have paid and will be discharged from any and all
    obligation, in respect of the Securities of any series, and the provisions
    of the Indenture will no longer be in effect with respect to the Securities
    of such series (a "legal defeasance") and

        (ii) may omit to comply with any term, provision or condition of the
    Indenture described above under "Certain Covenants" (or any other specific
    covenant relating to such series provided for in a Board Resolution or
    supplemental indenture or Officers' Certificates pursuant to such Board
    Resolution or such supplemental indenture, that may by its terms be defeased
    pursuant to the Indentures) and such omission shall be deemed not to be an
    Event of Default under the third and fourth bullet points under "Events of
    Default" above with respect to the outstanding Securities of a series (a
    "covenant defeasance");

provided that the following conditions shall have been satisfied:

        (i) we have irrevocably deposited in trust with the Trustee as trust
    funds solely for the benefit of the Holders of the Securities of such
    series, for payment of the Principal of and interest on the Securities of
    such series, money or U.S. Government obligations or a combination of the
    foregoing sufficient (unless such funds consist solely of money, in the
    opinion of a nationally recognized firm of independent public accountants
    expressed in a written certification thereof delivered to the Trustee)
    without consideration of any reinvestment and after payment of all federal,
    state and local taxes or other charges and assessments in respect thereof
    payable by the Trustee, to pay and discharge the Principal of and accrued
    interest on the outstanding Securities of such series to maturity or earlier
    redemption (irrevocably provided for under arrangements satisfactory to the
    Trustee), as the case may be;

                                       40
<PAGE>   41
        (ii) such deposit will not result in a breach or violation of, or
    constitute a default under, the Indenture or any other material agreement or
    instrument to which we are a party or by which we are bound;

        (iii) no Default with respect to such Securities of such series shall
    have occurred and be continuing on the date of such deposit;

        (iv) we shall have delivered to the Trustee an Opinion of Counsel that
    the Holders of the Securities of such series have a valid security interest
    in the trust funds subject to no prior liens under the Uniform Commercial
    Code; and

        (v) we shall have delivered to the Trustee Officers' Certificates and an
    Opinion of counsel, in each case stating that all conditions precedent
    provided for in the Indenture relating to the defeasance contemplated have
    been complied with.

    In the case of a legal defeasance, we shall have delivered to the Trustee an
Opinion of Counsel (based on a change in law) or a ruling directed to the
Trustee from the United States Internal Revenue Service that the Holders of the
Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of our exercise of our option under this
provision of the Indenture and will be subject to federal income tax on the same
amount and in the same manner and at the same times as could have been the case
if such deposit and defeasance had not occurred, or an instrument, in form
reasonably satisfactory to the Trustee, wherein we, notwithstanding a legal
defeasance of our indebtedness in respect of Securities of any series, or any
portion of the principal amount thereof, shall assume the obligation which shall
be absolute and unconditional) to irrevocably deposit with the Trustee such
additional sums of money, if any, or additional U.S. Government Obligations, if
any, or any combination thereof, at such time or times, as shall be necessary,
together with the money and/or U.S. Government Obligations theretofore so
deposited, to pay when due the Principal of and premium, if any, and interest
due and to become due on such Securities or portions thereof; provided, however,
that such instrument may state that our obligation to make additional deposits
as aforesaid shall be subject to the delivery to us by the Trustee of a notice
asserting the deficiency accompanied by an opinion of an independent public
accountant of nationally recognized standing selected by the Trustee, showing
the calculation thereof.

    Subsequent to a legal defeasance, our obligations to execute and deliver
Securities of such series for authentication, to set the terms of the Securities
of such series, to maintain an office or agency in respect of the Securities of
such series, to have moneys held for payment in trust, to register the transfer
or exchange of Securities of such series, to deliver Securities of such series
for replacement or to be canceled, to compensate and indemnify the Trustee and
to appoint a successor trustee, and its right to recover excess money held by
the Trustee shall survive until such Securities are no longer outstanding. After
such Securities are no longer outstanding, in the case of a legal defeasance,
only our obligations to compensate and indemnify the Trustee and our right to
recover excess money held by the Trustee shall survive. (Section 8.2 and 8.3)

MODIFICATION OF THE INDENTURE

    The Indenture provides that we and the Trustee may amend or supplement the
Indenture or the Securities of any series without notice to or the consent of
any Holder:

    -   to cure any ambiguity, defect or inconsistency in the Indenture,
        provided that such amendments or supplements do not materially and
        adversely affect the interests of the Holders;

    -   to comply with Article 5 (which relates to the covenant discussed under
        " -- Restrictions on Mergers and Sales of Assets") of the Indenture;

    -   to comply with any requirements of the SEC in connection with the
        qualification of the Indenture under the Trust Indenture Act;

    -   to evidence and provide for the acceptance of appointment under the
        Indenture with respect to the Securities of any or all series by a
        successor Trustee;

    -   to establish the form or forms or terms of Securities of any series or
        of the coupons appertaining to such Securities as permitted under the
        Indenture;

    -   to provide for uncertificated or unregistered Securities and to make all
        appropriate changes for such purpose;


                                       41
<PAGE>   42
    -   to change or eliminate any provisions of the Indenture with respect to
        all or any series of the Securities not then outstanding (and, if the
        change is applicable to fewer than all those series of the Securities,
        specifying the series to which the change is applicable), and to specify
        the rights and remedies of the Trustee and the Holders of such
        Securities; and

    -   to make any change that does not materially and adversely affect the
        rights of any Holder. (Section 9.1)

    The Indenture also contains provisions that allow us and the Trustee,
subject to certain conditions, without prior notice to any Holders, to amend the
Indenture and the outstanding Securities of any series with the written consent
of the Holders of a majority in aggregate principal amount of the Securities
then outstanding 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 (all such
series voting as one class) by written notice to the Trustee may waive future
compliance by us with any provision of the Indenture or the Securities of such
series. Notwithstanding the foregoing provisions, without the consent of each
Holder affected thereby, an amendment or waiver, including a waiver pursuant to
Section 6.4 of the Indenture, may not:

    -   extend the stated maturity of the Principal of, or any sinking fund
        obligation or any installment of interest on, the Holder's Security or
        reduce the principal amount or the rate of interest of that Security
        (including any amount in respect of original issue discount), or any
        premium payable with respect to that Security, 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 the acceleration of
        the maturity of that Security or any amount provable in bankruptcy, or
        change any place of payment where, or the currency in which, any
        Security or any premium or the interest on such Security is payable, or
        impair the right to institute suit for the enforcement of any such
        payment on or after the due date of such payment;

    -   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
        provisions of the Indenture or certain Defaults and their consequences
        provided for in the Indenture; and

    -   waive a Default in the payment of Principal of or interest on any
        Security of such Holder; or 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 by the modification.

    A supplemental indenture which changes or eliminates any covenant or other
provision of the Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of Holders of Securities of such series with respect to such covenant or
provision, shall be deemed not to affect the rights under the Indenture of the
Holders of Securities of any other series or of the coupons appertaining to such
Securities. It shall not be necessary for the consent of any Holder under this
section of the Indenture to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if such consent
approves the substance thereof. After an amendment, supplement or waiver under
this section of the Indenture becomes effective, we or, at our request, the
Trustee shall give to the Holders affected thereby a notice briefly describing
the amendment, supplement or waiver. We or, at our request, the Trustee will
mail supplemental indentures to Holders upon request. Any failure of us to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture or waiver. (Section 9.2)

INFORMATION CONCERNING THE TRUSTEE

    An affiliate of The Bank of New York participates as a lender under certain
of our credit agreements.


                                       42
<PAGE>   43
                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES


    The following is a discussion of the material U.S. federal income tax
consequences of the ownership and disposition of the notes to an original
purchaser of the notes who is a Non-U.S. Holder (as defined below) and of the
exchange of original notes for exchange notes by a U.S. Holder (as defined
below). This discussion is based on the Internal Revenue Code of 1986, as
amended to the date hereof (the "Code"), on administrative pronouncements,
judicial decisions and existing and proposed Treasury Regulations, and
interpretations of the foregoing, changes to any of which subsequent to the date
of this offering circular may affect the tax consequences described herein,
possibly with retroactive effect.

    The following does not discuss all of the tax consequences that may be
relevant to a holder in light of such holder's particular circumstances or to
holders subject to special rules, such as persons engaged in a trade or business
in the United States, persons who own, actually or constructively, 10% or more
of the total combined voting power of all of our classes of stock entitled to
vote or persons who have ceased to be United States citizens or to be taxed as
resident aliens. Prospective investors should consult their tax advisors with
regard to the application of U.S. federal tax laws to their particular
situations, as well as any tax consequences arising under the laws of any state,
local or foreign taxing jurisdiction.

    As used herein, the term "Non-U.S. Holder" means a beneficial owner of a
note that is, for U.S. federal income tax purposes,

    -   A nonresident alien individual;

    -   A foreign corporation;

    -   A foreign estate or trust that in either case has a nonresident alien
        fiduciary; or

    -   A foreign partnership.

PAYMENT OF INTEREST

     Subject to the discussion below concerning backup withholding, payments of
interest on the notes by us or any paying agent of ours to any Non-U.S. Holder
will not be subject to U.S. federal withholding tax provided that (i) the
Non-U.S. Holder does not actually or constructively own 10% or more of our
voting stock, (ii) the Non-U.S. Holder is not a controlled foreign corporation
related to us for United States federal income tax purposes, (iii) the Non-U.S.
Holder is not a bank which acquired the notes in consideration for an extension
of credit made pursuant to a loan agreement entered into in the ordinary course
of business, and (iv) the certification requirement, as described below, has
been fulfilled with respect to the beneficial owner.

    The certification requirement referred to above will be fulfilled if the
beneficial owner of a note certifies on Internal Revenue Service Form W-8 (or
W-8BEN) under penalties of perjury, that it is not a U.S. person and provides
its name and address, and (1) such beneficial owner files such Form W-8 (or
W-8BEN) with the withholding agent or, (2) in the case of a note held by a
securities clearing organization, bank or other financial institution holding
customers' securities in the ordinary course of its trade or business holding
the note on behalf of the beneficial owner, such financial institution files
with the withholding agent a statement that it has received the Form W-8 (or
W-8BEN) from the Non-U.S. Holder and furnishes the withholding agent with a copy
thereof. With respect to notes held by a foreign partnership, under current law,
the Form W-8 (or W-8BEN) may be provided by the foreign partnership. However,
unless a foreign partnership has entered into a withholding agreement with the
Internal Revenue Service, for interest and disposition proceeds paid with
respect to a note after December 31, 2000, the foreign partnership will be
required, in addition to providing an intermediary Form W-8 (or W-8IMY) to
attach an appropriate certification by each partner. Prospective investors,
including foreign partnerships and their partners, should consult their tax
advisors regarding possible additional reporting requirements.

    The gross amount of payments of interest that do not qualify for the
exception from withholding described above will be subject to U.S. withholding
tax at a rate of 30% unless a treaty applies to reduce or eliminate withholding
and the Non-U.S. Holder properly certifies to its entitlement to such treaty
benefits.


                                       43
<PAGE>   44
THE EXCHANGE

    The exchange of original notes for exchange notes will not be a taxable
event for U.S. federal income tax purposes. A U.S. Holder will have the same
adjusted tax basis and holding period in an exchange note as it had in the
original note exchanged for such exchange note. The term "U.S. Holder" means a
beneficial owner of a note that is not a Non-U.S. Holder.

SALE, EXCHANGE OR DISPOSITION OF THE NOTES

    Subject to the discussion below concerning backup withholding, a Non-U.S.
Holder of a note will not be subject to U.S. federal income tax on the gain
realized on the sale, exchange or other disposition of such note, unless such
holder is an individual who is present in the United States for 183 days or more
in the taxable year of disposition, and certain other conditions are met.

FEDERAL ESTATE TAXES

    If a Non-U.S. Holder is an individual who at the time of death is not a
citizen or resident of the United States, the note held by such Non-U.S. Holder
at the time of such holder's death will not be subject to United States federal
estate tax, provided that (1) such holder does not actually or constructively
own 10% or more of the total combined voting power of all classes of our stock
entitled to vote and (2) the interest accrued on the note was not effectively
connected with such holder's conduct of a United States trade or business.

BACKUP WITHHOLDING AND INFORMATION REPORTING

    We are required to report annually to the Internal Revenue Service and to
each Non-U.S. Holder any interest paid to the Non-U.S. Holder. Copies of these
information returns may also be made available under the provisions of a
specific treaty or other agreement to the tax authorities of the country in
which the Non-U.S. Holder resides.

    Under current U.S. federal income tax, backup withholding tax of 31% will
not apply to payments of interest by us or any paying agent of ours on a note if
the certifications described above under "Payment of Interest" are received,
provided that we or such paying agent, as the case may be, do not have actual
knowledge that the payee is a U.S. person.

    Under current Treasury Regulations, payments on the sale, exchange or other
disposition of a note made to or through a foreign office of a foreign broker
generally will not be subject to backup withholding or information reporting.
However, if such broker is for U.S. federal income tax purposes a U.S. person, a
controlled foreign corporation, a foreign person 50% or more of whose gross
income is effectively connected with a U.S. trade or business for a specified
three-year period or (generally in the case of payments made after December 31,
2000) a foreign partnership with certain connections to the United States, then
information reporting will be required unless the broker has in its records
documentary evidence that the beneficial owner is not a U.S. person and certain
other conditions are met or the beneficial owner otherwise establishes an
exemption. Backup withholding may apply to any payment that such broker is
required to report if the broker has actual knowledge that the payee is a U.S.
person. Payments to or through the U.S. office of a broker will be subject to
backup withholding and information reporting unless the holder certifies, under
penalties of perjury, that it is not a U.S. person or otherwise establishes an
exemption.

    Recently promulgated Treasury Regulations, generally effective for payments
after December 31, 2000, provide certain presumptions under which a Non-U.S.
Holder will be subject to backup withholding and information reporting unless
such holder certifies as to its non-U.S. status or otherwise establishes an
exemption. In addition, the new Treasury Regulations change certain procedural
requirements relating to establishing a holder's non-U.S. status.

    Non-U.S. Holders of notes should consult their tax advisors regarding the
application of information reporting and backup withholding in their particular
situations, the availability of an exemption therefrom, and the procedure for
obtaining such an exemption, if available. Any amounts withheld from a payment
to a Non-U.S. Holder under the backup withholding rules will be allowed as a
credit against such holder's U.S. federal income tax liability and may entitle
such holder to a refund, provided that the required information is furnished to
the Internal Revenue Service.

                                       44
<PAGE>   45
                              PLAN OF DISTRIBUTION

         We are not using any underwriters for this exchange offer. We are
bearing the expenses of the exchange.

         Each broker-dealer that receives exchange notes for its own account in
the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of exchange notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of exchange notes received in exchange for original
notes where original notes were acquired as a result of market-making activities
or other trading activities. We have agreed that, for a period of 180 days after
the expiration date, we will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any resale of exchange
notes received by it in exchange for original notes.

         We will not receive any proceeds from any sale of exchange notes by
broker-dealers.

         New notes received by broker-dealers for their own account in the
exchange offer may be sold from time to time in one or more transactions

         -        in the over-the-counter market,

         -        in negotiated transactions,

         -        through the writing of options on the exchange notes or

         -        a combination of those methods of resale,

at market prices prevailing at the time of resale, at prices related to
prevailing market prices or negotiated prices.

         Any resale may be made

         -        directly to purchasers or

         -        to or through brokers or dealers who may receive compensation
                  in the form of commissions or concessions from any
                  broker-dealer or the purchasers of any exchange notes.

         Any broker-dealer that resells exchange notes that were received by it
for its own account in the exchange offer and any broker or dealer that
participates in a distribution of those exchange notes may be considered to be
an "underwriter" within the meaning of the Securities Act. Any profit on any
resale of those exchange notes and any commission or concessions received by any
of those persons may be considered to be underwriting compensation under the
Securities Act. The letter of transmittal states that, by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be
considered to admit that it is an "underwriter" within the meaning of the
Securities Act.

         For a period of 180 days after the expiration date, we will promptly
send additional copies of this prospectus and any amendment or supplement to
this prospectus to any broker-dealer that requests those documents in the letter
of transmittal. We have agreed to pay all expenses incident to the exchange
offer, including the expenses of one counsel for the holders of the notes, other
than commissions or concessions of any brokers or dealers, and will indemnify
the holders of the notes, including any broker-dealers, against some
liabilities, including liabilities under the Securities Act.


                                 LEGAL OPINIONS

    The validity of the exchange notes will be passed upon for us by Milbank,
Tweed, Hadley & McCloy LLP.


                                       45
<PAGE>   46
                                     EXPERTS

    The consolidated financial statements of Arrow Electronics, Inc. at December
31, 1999 and 1998, and for each of the three years in the period ended December
31, 1999, appearing in our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 and incorporated by reference herein, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report dated
February 16, 2000 incorporated in this prospectus by reference and are included
in reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

    The combined financial statements of the Wyle Electronics Group as of
December 31, 1999 and for the year then ended incorporated in this prospectus by
reference and included in Arrow's Current Report on Form 8-K dated September 1,
2000 have been audited by PricewaterhouseCoopers LLP, independent accountants,
as stated in their report dated March 21, 2000, except for the second paragraph
of Note 1 which the date is August 7, 2000 and except for the fourth paragraph
of Note 8 which the date is August 4, 2000, and are included in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.


                                       46
<PAGE>   47

    NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON
ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN OFFER TO
SELL ONLY THE NOTES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES AND IN
JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.



                        TABLE OF CONTENTS


                                                                            Page
                                                                            ----
Available Information ................................................         3
Information Relating to Forward-Looking Statements ...................         4
Prospectus Summary ...................................................         5
Consolidated Ratios of Earnings to Fixed Charge ......................        10
Arrow Electronics, Inc................................................        11
Use of Proceeds ......................................................        16
Capitalization .......................................................        18
The Exchange Offer ...................................................        19
Description of Notes .................................................        27
Material Federal Income Tax Consequences .............................        43
Plan of Distribution .................................................        45
Legal Opinions .......................................................        45
Experts ..............................................................        46


    UNTIL [ ], 2000 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
BROKER-DEALERS EFFECTING TRANSACTIONS IN THE EXCHANGE NOTES, WHETHER OR NOT
PARTICIPATING IN THE EXCHANGE OFFER, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO A BROKER-DEALER'S OBLIGATION TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITER AND WITH RESPECT TO ANY UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.


                                 $1,075,000,000


                             ARROW ELECTRONICS, INC.

                                  [ARROW LOGO]

                                OFFER TO EXCHANGE

                    $200,000,000 FLOATING EXCHANGE RATE NOTES
                              DUE OCTOBER 5, 2001,

                    $425,000,000 8.20% SENIOR EXCHANGE NOTES
                              DUE OCTOBER 1, 2003,

                    $250,000,000 8.70% SENIOR EXCHANGE NOTES
                               DUE OCTOBER 1, 2005

                                       AND

                    $200,000,000 9.15% SENIOR EXCHANGE NOTES
                               DUE OCTOBER 1, 2010


                             PRELIMINARY PROSPECTUS



                                 [      ], 2000


                                      II-1

<PAGE>   48
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article 9 of the Company's Certificate of Incorporation permits the
indemnification of officers and directors under certain circumstances to the
full extent that such indemnification may be permitted by law.

         Such rights of indemnification are in addition to, and not in
limitation of, any rights to indemnification to which any officer or director of
the Registrant is entitled under the Business Corporation Law of the State of
New York (Sections 721 through 726), which provides for indemnification by a
corporation of its officers and directors under certain circumstances as stated
in the Business Corporation Law and subject to specified limitations set forth
in the Business Corporation Law.

         The Company also maintains directors' and officers' liability insurance
coverage which insures directors and officers of the Company against certain
losses arising from claims made, and for which the Company has not provided
reimbursement, by reason of their being directors and officers of the Company or
its subsidiaries.

ITEM 21.  EXHIBITS

         See Exhibit Index.

ITEM 22.  UNDERTAKINGS

        (a) The undersigned Registrant hereby undertakes:

            (1) To file during any period in which offers or sales are being
                made, a post-effective amendment to this registration statement:

                (i)     to include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;
                (ii)    to reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        registration statement. Notwithstanding the foregoing,
                        any increase or decrease in the volume of securities
                        offered (if the total dollar value of securities offered
                        would not exceed that which was registered) and any
                        deviation from the low or high end of the estimated
                        maximum offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20 percent change in the
                        maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        registration statement; and
                (iii)   to include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement;

            (2) That, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities
                at that time shall be deemed to be the initial bona fide
                offering thereof.

            (3) To remove from registration by means of a post-effective
                amendment any of the securities being registered which have not
                been exchanged at the termination of the offering.

        (b) The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the Registrant's annual report pursuant to Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934 (and, where
            applicable, each filing of an employee benefit plan's annual report
            pursuant to Section 15(d) of the Securities Exchange Act of 1934)
            that is incorporated by reference in the registration statement
            shall be deemed to be a new registration statement relating to the
            securities offered therein, and the offering of such securities at
            that time shall be deemed to be the initial bona fide offering
            thereof.

                                      II-2
<PAGE>   49
        (c) Insofar as the indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the Act and
            is, therefore, unenforceable. In the event that a claim for
            indemnification against such liabilities (other than the payment by
            the Registrant of expenses incurred or paid by a director, officer
            or controlling person of the Registrant in the successful defense of
            any action, suit or proceeding) is asserted by such director,
            officer or controlling person in connection with the securities
            being registered, the Registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in the
            Act and will be governed by the final adjudication of the issue.

        (d) The undersigned Registrant hereby undertakes to respond to requests
            for information that is incorporated by reference into the
            prospectus pursuant to Item 4, 10(b) or 11 of this Form, within one
            business day of receipt of such request, and to send the
            incorporated documents by first class mail or other equally prompt
            means. This includes information contained in documents filed
            subsequent to the effective date of the registration statement
            through the date of responding to the request.

        (e) The undersigned Registrant hereby undertakes to supply by means of a
            post-effective amendment all information concerning a transaction,
            and the company being acquired involved therein, that was not the
            subject of and included in the registration statement when it became
            effective.


                                      II-3
<PAGE>   50

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-4 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Melville, New York, on November 30, 2000.

                                   ARROW ELECTRONICS, INC.


                                   By: /s/ Robert E. Klatell
                                       ------------------------------
                                       Robert E. Klatell
                                       Executive Vice President


                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose name appears below
hereby constitutes and appoints each of Francis M. Scricco, Stephen P. Kaufman
and Robert E. Klatell, or any of them, each acting alone, such person's true and
lawful attorney-in-fact, with full power of substitution to sign for such person
and in such person's name and capacity indicated below, in connection with this
Registrant's registration statement on Form S-4, including to sign this
registration statement and any and all amendments to this registration
statement, including post-effective amendments, and any registration statement
filed pursuant to Rule 462(b) under the Securities Act, and to file the same
with the Securities and Exchange Commission, hereby ratifying and confirming
such person's signature as it may be signed by said attorneys-in-fact to any and
all amendments.

<TABLE>
<CAPTION>
SIGNATURE                                  TITLE                                      DATE
- ---------                                  -----                                      ----
<S>                              <C>                                           <C>
/s/ Stephen P. Kaufman           Chairman of the Board                         November 30, 2000
___________________________
Stephen P. Kaufman

/s/ Francis M. Scricco           President and Chief Executive Officer         November 30, 2000
___________________________      (Principal Executive Officer)
Francis M. Scricco

/s/ Robert E. Klatell            Executive Vice President, Secretary, and      November 30, 2000
___________________________      Director
Robert E. Klatell

/s/ Sam R. Leno                  Senior Vice President                         November 30, 2000
___________________________      (Principal Financial Officer)
Sam R. Leno

/s/ Paul J. Reilly               Vice President - Finance                      November 30, 2000
___________________________      (Principal Accounting Officer)
Paul J. Reilly

/s/ Daniel W. Duval              Director                                      November 30, 2000
___________________________
Daniel W. Duval

___________________________      Director
Carlo Giersch

/s/ John N. Hanson               Director                                      November 30, 2000
___________________________
John N. Hanson
</TABLE>

                                      II-4
<PAGE>   51

<TABLE>
<S>                              <C>                                           <C>
/s/ Roger King                   Director                                      November 30, 2000
___________________________
Roger King

/s/ Karen Gordon Mills           Director                                      November 30, 2000
___________________________
Karen Gordon Mills

/s/ Barry W. Perry               Director                                      November 30, 2000
___________________________
Barry W. Perry

/s/ Richard S. Rosenbloom        Director                                      November 30, 2000
___________________________
Richard S. Rosenbloom

/s/ John C. Waddell              Director                                      November 30, 2000
___________________________
John C. Waddell
</TABLE>

                                      II-5
<PAGE>   52



                                  EXHIBIT INDEX

Exhibit
Number   Exhibit Description
- ------   -------------------
4.1      Indenture between Arrow Electronics and The Bank of New York (formerly,
         Bank of Montreal Trust Company), as trustee, dated as of January 15,
         1997 (filed as Exhibit 4.1 to our registration statement on Form S-3,
         No. 333-19431).**
4.2      Form of 8.20% Senior Exchange Note due October 1, 2003.*
4.3      Form of 8.70% Senior Exchange Note due October 1, 2005.*
4.4      Form of 9.15% Senior Exchange Note due October 1, 2010.*
4.5      Form of Floating Rate Exchange Note due October 5, 2001.*
4.6      Exchange and Registration Rights Agreement.*
4.7      Form of Exchange Agent Agreement.*
5.1      Opinion of Milbank, Tweed, Hadley & McCloy LLP with respect to the
         validity of securities being offered by Arrow Electronics.*
8.1      Tax opinion of Milbank, Tweed, Hadley & McCloy LLP.*
12.1     Statement regarding computation of consolidated ratios of earnings to
         fixed charges.*
23.1     Consent of Milbank, Tweed, Hadley & McCloy LLP (included in Exhibit
         5.1).*
23.2     Consent of Ernst & Young LLP, independent accountants.*
23.3     Consent of PricewaterhouseCoopers LLP, independent auditors.*
24       Power of Attorney (included on the signature page of this registration
         statement).*
25       Statement of Eligibility under the Trust Indenture Act of 1939, as
         amended, of The Bank of New York, as Trustee under the Indenture
         between the Company and The Bank of New York (as successor to Bank of
         Montreal Trust Company) on Form T-1.*

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

*        Filed herewith
**       Incorporated by Reference

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>2
<FILENAME>y42942ex4-2.txt
<DESCRIPTION>FORM OF NOTE
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 4.2

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 a 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.
                 8.20% Senior Exchange Note due October 1, 2003

         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 1, 2003, in the
coin or currency of the United States, and to pay interest semi-annually on
April 1 and October 1 of each year, commencing April 1, 2001 on said principal
sum at said office or agency, in like coin or currency, at the rate per annum
specified in the title of this Note, from the April 1 or the October 1, as the
case may be, next preceding the date of this Note to which interest has been
paid or duly provided for, unless the date hereof is a date to which interest
has been paid or duly provided for, in which case from the date of this Note, or
unless no interest has been paid or duly provided for on this Note, in which
case from October 6, 2000, until payment of said principal sum has been made or
duly provided for; 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. Notwithstanding the foregoing, if the date hereto is
after March 15 or September 15, as the case may be, and before the following
April 1 or October 1, this Note shall bear interest from such April 1 or October
1; provided, that if the Company shall default in the payment of interest due on
such April 1 or October 1, then this Note shall bear interest from the next
preceding April 1 or October 1, 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
October 6, 2000. The interest so payable on any April 1 or October 1 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 March 15 or September 15, as the case may be, next
preceding such April 1 or October 1, whether or not such day is a Business Day.

<PAGE>   2

         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.

         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.

                                    2
<PAGE>   3
         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



                                       3
<PAGE>   4
                                REVERSE OF NOTES

                             ARROW ELECTRONICS, INC.

                 8.20% Senior Exchange Note due October 1, 2003

         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
"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 8.20% Senior
Exchange Notes due October 1, 2003 of the Company, limited in aggregate
principal amount to $425,000,000.

         Interest will be computed on the basis of a 360-day year of twelve
30-day months. 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 at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day, and no interest shall accrue for the
intervening period.

         In case an Event of Default with respect to the 8.20% Senior Exchange
Notes due October 1, 2003 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 of 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 Indenture or the Securities of such series
provided that, without the consent of
                                       4
<PAGE>   5

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,

                                       5
<PAGE>   6

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
or 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.

         The Company will, subject to the exceptions and limitations described
below, pay as additional interest on the Notes any additional amounts (the
"Additional Amounts") that are necessary in order that the net payment by the
Company's paying agents of the principal of and interest on the Notes to a
holder who is a non-United States person, after deduction for any present or
future tax, assessment or governmental charge of the United States or a
political subdivision or taxing authority thereof or therein, imposed by
withholding with respect to the payment, will not be less than the amount
provided in the Notes to be then due and payable; provided, however, that the
foregoing obligation to pay Additional Amounts shall not apply: (1) to a tax,
assessment or governmental charge that is imposed or withheld solely by reason
of the holder, or a fiduciary, settlor, beneficiary, member or shareholder of
the holder if the holder is an estate, trust, partnership or corporation, or a
person holding a power over an estate or trust administered by a fiduciary
holder, being considered as (a) being or having been present or engaged in trade
or business in the United States or having or having had a permanent
establishment in the United States; (b) having a current or former relationship
with the United States, including a relationship as a citizen or resident
thereof; (c) being or having been a foreign or domestic personal holding
company, a passive foreign investment company or a controlled foreign
corporation with respect to the United States or a corporation that has
accumulated earnings to avoid United States federal income tax; or (d) being or
having been a "10-percent shareholder" of the Company as defined in section
871(h)(3) of the United States Internal Revenue Code or any successor provision;
(2) to any holder that is not the sole beneficial owner of such Note, or a
portion thereof, or that is a fiduciary or partnership, but only to the extent
that a beneficiary or settlor with respect to the

                                    6

<PAGE>   7
fiduciary, a beneficial owner or member of the partnership would not have been
entitled to the payment of an Additional Amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or distributive
share of the payment; (3) to a tax, assessment or governmental charge that is
imposed or withheld solely by reason of the failure of the holder or any other
person to comply with certification, identification or information reporting
requirements concerning the nationality, residence, identity or connection with
the United States of the holder or beneficial owner of such note, if compliance
is required by statute, by regulation of the United States Treasury Department
or by an applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental
charge; (4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a paying agent from the payment;
(5) to a tax, assessment or governmental charge that is imposed or withheld
solely by reason of a change in law, regulation, or administrative or judicial
interpretation that becomes effective more than 15 days after the payment
becomes due or is duly provided for, whichever occurs later; (6) to an estate,
inheritance, gift, sales, excise, transfer, wealth or personal property tax or a
similar tax, assessment or governmental charge; (7) to any tax, assessment or
other governmental charge required to be withheld by any paying agent from any
payment of principal of or interest on any note, if such payment can be made
without such withholding by any other paying agent; or (8) in the case of any
combination of items (1), (2), (3), (4), (5), (6) and (7).

         The Securities will be redeemable in whole or from time to time in
part, at the option of the Company on any date (a "Redemption Date"), at a
redemption price equal to the greater of (i) 100 percent of the principal amount
of the Securities to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive of the
interest accrued to such Redemption Date) discounted to such Redemption Date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 25 basis points, plus, in either case, accrued and
unpaid interest on the principal amount being redeemed to such Redemption Date;
provided that installments of interest on the Securities which are due and
payable on an Interest Payment Date falling on or prior to the relevant
Redemption Date shall be payable to the holders of such Securities, registered
as such at the close of business on the relevant record date according to their
terms and the provisions of the Indenture.

         The Notes will be redeemable, as a whole, but not in part, at the
option of the Company, at a redemption price equal to 100% of their principal
amount, together with interest accrued thereon to the date fixed for redemption,
if (a) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendments to, official positions regarding the application or interpretation
of such laws, regulations or

                                       7
<PAGE>   8
rulings, which change or amendment is announced or becomes effective on or after
the date hereof, the Company becomes or will become obligated to pay Additional
Amounts with respect to either series of Notes as described above or (b) any act
is taken by a taxing authority of the United States on or after the date of this
Offering Circular, whether or not such act is taken with respect to the Company
or any affiliate, that results in a substantial probability that the Company
will or may be required to pay such Additional Amounts.

         For purposes of this Note, the following terms have the following
meanings:

         "Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Offered Securities to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Offered Securities.

         "Comparable Treasury Price" means with respect to any Redemption Date
for the Offered Securities (i) the average of five Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such
quotations.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Independent Investment Banker" means Goldman, Sachs & Co. or, if such
firm is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee after consultation with the Company.

         "Interest Rate Agreement" means any interest rate protection agreement,
interest rate future, interest rate option, interest rate swap, interest rate
cap or other interest rate hedge or arrangement under which the Company is a
party or beneficiary.

         The term "Original Issue Discount Security" as defined in the Indenture
means any Security that provides for an amount less than the principal amount of

                                    8
<PAGE>   9
a particular security to be due and payable upon a declaration of acceleration
of the maturity of that security pursuant to Section 6.2 of the Indenture.

         "Person" means an individual, partnership, corporation, business,
trust, joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

         "Reference Treasury Dealer Quotations" means with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

         "Treasury Rate" means, with respect to any Redemption Date for the
Offered Securities, (i) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the Maturity Date,
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall, be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line basis, rounding
to the nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity to the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date. The Treasury
Rate shall be calculated on the third Business Date preceding the Redemption
Date.

         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).

         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

                                       9
<PAGE>   10
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 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.

                                       10
<PAGE>   11

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION 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.

                                       11





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>3
<FILENAME>y42942ex4-3.txt
<DESCRIPTION>FORM OF NOTE
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 4.3


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 a 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.
                 8.70% Senior Exchange Note due October 1, 2005

         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 1, 2005,
in the coin or currency of the United States, and to pay interest semi-annually
on April 1 and October 1 of each year, commencing April 1, 2001 on said
principal sum at said office or agency, in like coin or currency, at the rate
per annum specified in the title of this Note, from the April 1 or the October
1, as the case may be, next preceding the date of this Note to which interest
has been paid or duly provided for, unless the date hereof is a date to which
interest has been paid or duly provided for, in which case from the date of this
Note, or unless no interest has been paid or duly provided for on this Note, in
which case from October 6, 2000, until payment of said principal sum has been
made or duly provided for; 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. Notwithstanding the foregoing, if the
date hereto is after March 15 or September 15 , as the case may be, and before
the following April 1 or October 1, this Note shall bear interest from such
April 1 or October 1; provided, that if the Company shall default in the payment
of interest due on such April 1 or October 1, then this Note shall bear interest
from the next preceding April 1 or October 1, 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 October 6, 2000. The interest so payable on any April 1 or October 1
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 March 15 or September 15 , as the case may be, next
preceding such April 1 or October 1, whether or not such day is a Business Day.

         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.
<PAGE>   2
         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.

                                       2
<PAGE>   3
         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

                                       3
<PAGE>   4
                                REVERSE OF NOTES

                             ARROW ELECTRONICS, INC.

                 8.70% Senior Exchange Note due October 1, 2005

         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
"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 8.70% Senior
Exchange Notes due October 1, 2005 of the Company, limited in aggregate
principal amount to $250,000,000.

         Interest will be computed on the basis of a 360-day year of twelve
30-day months. 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 at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day, and no interest shall accrue for the
intervening period.

         In case an Event of Default with respect to the 8.70% Senior Exchange
Notes due October 1, 2005 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 of 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 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

                                       4
<PAGE>   5
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, defeasance of the Securities and amendment of the Indenture, if any
series of Securities includes more than one tranche, all provisions of such
sections

                                       5
<PAGE>   6
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
or 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.

         The Company will, subject to the exceptions and limitations described
below, pay as additional interest on the Notes any additional amounts (the
"Additional Amounts") that are necessary in order that the net payment by the
Company's paying agents of the principal of and interest on the Notes to a
holder who is a non-United States person, after deduction for any present or
future tax, assessment or governmental charge of the United States or a
political subdivision or taxing authority thereof or therein, imposed by
withholding with respect to the payment, will not be less than the amount
provided in the Notes to be then due and payable; provided, however, that the
foregoing obligation to pay Additional Amounts shall not apply: (1) to a tax,
assessment or governmental charge that is imposed or withheld solely by reason
of the holder, or a fiduciary, settlor, beneficiary, member or shareholder of
the holder if the holder is an estate, trust, partnership or corporation, or a
person holding a power over an estate or trust administered by a fiduciary
holder, being considered as (a) being or having been present or engaged in trade
or business in the United States or having or having had a permanent
establishment in the United States; (b) having a current or former relationship
with the United States, including a relationship as a citizen or resident
thereof; (c) being or having been a foreign or domestic personal holding
company, a passive foreign investment company or a controlled foreign
corporation with respect to the United States or a corporation that has
accumulated earnings to avoid United States federal income tax; or (d) being or
having been a "10-percent shareholder" of the Company as defined in section
871(h)(3) of the United States Internal Revenue Code or any successor provision;
(2) to any holder that is not the sole beneficial owner of such Note, or a
portion thereof, or that is a fiduciary or partnership, but only to the extent
that a beneficiary or settlor with respect to the fiduciary, a beneficial owner
or member of the partnership would not have been entitled to the payment of an
Additional Amount had the beneficiary, settlor, beneficial owner or member
received directly

                                       6
<PAGE>   7
its beneficial or distributive share of the payment; (3) to a tax, assessment or
governmental charge that is imposed or withheld solely by reason of the failure
of the holder or any other person to comply with certification, identification
or information reporting requirements concerning the nationality, residence,
identity or connection with the United States of the holder or beneficial owner
of such note, if compliance is required by statute, by regulation of the United
States Treasury Department or by an applicable income tax treaty to which the
United States is a party as a precondition to exemption from such tax,
assessment or other governmental charge; (4) to a tax, assessment or
governmental charge that is imposed otherwise than by withholding by the Company
or a paying agent from the payment; (5) to a tax, assessment or governmental
charge that is imposed or withheld solely by reason of a change in law,
regulation, or administrative or judicial interpretation that becomes effective
more than 15 days after the payment becomes due or is duly provided for,
whichever occurs later; (6) to an estate, inheritance, gift, sales, excise,
transfer, wealth or personal property tax or a similar tax, assessment or
governmental charge; (7) to any tax, assessment or other governmental charge
required to be withheld by any paying agent from any payment of principal of or
interest on any note, if such payment can be made without such withholding by
any other paying agent; or (8) in the case of any combination of items (1), (2),
(3), (4), (5), (6) and (7).

         The Securities will be redeemable in whole or from time to time in
part, at the option of the Company on any date (a "Redemption Date"), at a
redemption price equal to the greater of (i) 100 percent of the principal amount
of the Securities to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive of the
interest accrued to such Redemption Date) discounted to such Redemption Date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 37.5 basis points, plus, in either case, accrued and
unpaid interest on the principal amount being redeemed to such Redemption Date;
provided that installments of interest on the Securities which are due and
payable on an Interest Payment Date falling on or prior to the relevant
Redemption Date shall be payable to the holders of such Securities, registered
as such at the close of business on the relevant record date according to their
terms and the provisions of the Indenture.

         The Notes will be redeemable, as a whole, but not in part, at the
option of the Company, at a redemption price equal to 100% of their principal
amount, together with interest accrued thereon to the date fixed for redemption,
if (a) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendments to, official positions regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment is announced or
becomes effective on or after the date hereof, the Company becomes or will
become obligated to pay Additional Amounts with respect to either series of
Notes as described above or (b) any act is taken by a taxing authority of the
United States on or after the date

                                       7
<PAGE>   8
of this Offering Circular, whether or not such act is taken with respect to the
Company or any affiliate, that results in a substantial probability that the
Company will or may be required to pay such Additional Amounts.

         For purposes of this Note, the following terms have the following
meanings:

         "Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Offered Securities to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Offered Securities.

         "Comparable Treasury Price" means with respect to any Redemption Date
for the Offered Securities (i) the average of five Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such
quotations.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Independent Investment Banker" means Goldman, Sachs & Co. or, if such
firm is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee after consultation with the Company.

         "Interest Rate Agreement" means any interest rate protection agreement,
interest rate future, interest rate option, interest rate swap, interest rate
cap or other interest rate hedge or arrangement under which the Company is a
party or beneficiary.

         The term "Original Issue Discount Security" as defined in the Indenture
means any Security that provides for an amount less than the principal amount of
a particular security to be due and payable upon a declaration of acceleration
of the maturity of that security pursuant to Section 6.2 of the Indenture.

         "Person" means an individual, partnership, corporation, business,
trust, joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

                                       8
<PAGE>   9
         "Reference Treasury Dealer Quotations" means with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

         "Treasury Rate" means, with respect to any Redemption Date for the
Offered Securities, (i) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the Maturity Date,
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall, be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line basis, rounding
to the nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity to the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date. The Treasury
Rate shall be calculated on the third Business Date preceding the Redemption
Date.

         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).

         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

                                       9
<PAGE>   10
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 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.

                                       10
<PAGE>   11
         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION 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.

                                       11
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>4
<FILENAME>y42942ex4-4.txt
<DESCRIPTION>FORM OF NOTE
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 4.4


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 a 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.
                 9.15% Senior Exchange Note due October 1, 2010

         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 1, 2010, in the
coin or currency of the United States, and to pay interest semi-annually on
April 1 and October 1 of each year, commencing April 1, 2001 on said principal
sum at said office or agency, in like coin or currency, at the rate per annum
specified in the title of this Note, from the April 1 or the October 1, as the
case may be, next preceding the date of this Note to which interest has been
paid or duly provided for, unless the date hereof is a date to which interest
has been paid or duly provided for, in which case from the date of this Note, or
unless no interest has been paid or duly provided for on this Note, in which
case from October 6, 2000, until payment of said principal sum has been made or
duly provided for; 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. Notwithstanding the foregoing, if the date hereto is
after March 15 or September 15, as the case may be, and before the following
April 1 or October 1, this Note shall bear interest from such April 1 or October
1; provided, that if the Company shall default in the payment of interest due on
such April 1 or October 1, then this Note shall bear interest from the next
preceding April 1 or October 1, 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
October 6, 2000. The interest so payable on any April 1 or October 1 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 March 15 or September 15, as the case may be, next
preceding such April 1 or October 1, whether or not such day is a Business Day.

         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.
<PAGE>   2
         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.




                                       2
<PAGE>   3
         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




                                       3
<PAGE>   4
                                REVERSE OF NOTES

                             ARROW ELECTRONICS, INC.

                 9.15% Senior Exchange Note due October 1, 2010

         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
"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 9.15% Senior
Exchange Notes due October 1, 2010 of the Company, limited in aggregate
principal amount to $200,000,000.

         Interest will be computed on the basis of a 360-day year of twelve
30-day months. 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 at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day, and no interest shall accrue for the
intervening period.

         In case an Event of Default with respect to the 9.15% Senior Exchange
Notes due October 1, 2010 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 of 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 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


                                       4
<PAGE>   5
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, defeasance of the Securities and amendment of the Indenture, if any
series of Securities includes more than one tranche, all provisions of such
sections


                                       5
<PAGE>   6
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
or 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.

         The Company will, subject to the exceptions and limitations described
below, pay as additional interest on the Notes any additional amounts (the
"Additional Amounts") that are necessary in order that the net payment by the
Company's paying agents of the principal of and interest on the Notes to a
holder who is a non-United States person, after deduction for any present or
future tax, assessment or governmental charge of the United States or a
political subdivision or taxing authority thereof or therein, imposed by
withholding with respect to the payment, will not be less than the amount
provided in the Notes to be then due and payable; provided, however, that the
foregoing obligation to pay Additional Amounts shall not apply: (1) to a tax,
assessment or governmental charge that is imposed or withheld solely by reason
of the holder, or a fiduciary, settlor, beneficiary, member or shareholder of
the holder if the holder is an estate, trust, partnership or corporation, or a
person holding a power over an estate or trust administered by a fiduciary
holder, being considered as (a) being or having been present or engaged in trade
or business in the United States or having or having had a permanent
establishment in the United States; (b) having a current or former relationship
with the United States, including a relationship as a citizen or resident
thereof; (c) being or having been a foreign or domestic personal holding
company, a passive foreign investment company or a controlled foreign
corporation with respect to the United States or a corporation that has
accumulated earnings to avoid United States federal income tax; or (d) being or
having been a "10-percent shareholder" of the Company as defined in section
871(h)(3) of the United States Internal Revenue Code or any successor provision;
(2) to any holder that is not the sole beneficial owner of such Note, or a
portion thereof, or that is a fiduciary or partnership, but only to the extent
that a beneficiary or settlor with respect to the fiduciary, a beneficial owner
or member of the partnership would not have been entitled to the payment of an
Additional Amount had the beneficiary, settlor, beneficial owner or member
received directly


                                       6
<PAGE>   7
its beneficial or distributive share of the payment; (3) to a tax, assessment or
governmental charge that is imposed or withheld solely by reason of the failure
of the holder or any other person to comply with certification, identification
or information reporting requirements concerning the nationality, residence,
identity or connection with the United States of the holder or beneficial owner
of such note, if compliance is required by statute, by regulation of the United
States Treasury Department or by an applicable income tax treaty to which the
United States is a party as a precondition to exemption from such tax,
assessment or other governmental charge; (4) to a tax, assessment or
governmental charge that is imposed otherwise than by withholding by the Company
or a paying agent from the payment; (5) to a tax, assessment or governmental
charge that is imposed or withheld solely by reason of a change in law,
regulation, or administrative or judicial interpretation that becomes effective
more than 15 days after the payment becomes due or is duly provided for,
whichever occurs later; (6) to an estate, inheritance, gift, sales, excise,
transfer, wealth or personal property tax or a similar tax, assessment or
governmental charge; (7) to any tax, assessment or other governmental charge
required to be withheld by any paying agent from any payment of principal of or
interest on any note, if such payment can be made without such withholding by
any other paying agent; or (8) in the case of any combination of items (1), (2),
(3), (4), (5), (6) and (7).

         The Securities will be redeemable in whole or from time to time in
part, at the option of the Company on any date (a "Redemption Date"), at a
redemption price equal to the greater of (i) 100 percent of the principal amount
of the Securities to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive of the
interest accrued to such Redemption Date) discounted to such Redemption Date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 50 basis points, plus, in either case, accrued and
unpaid interest on the principal amount being redeemed to such Redemption Date;
provided that installments of interest on the Securities which are due and
payable on an Interest Payment Date falling on or prior to the relevant
Redemption Date shall be payable to the holders of such Securities, registered
as such at the close of business on the relevant record date according to their
terms and the provisions of the Indenture.

     The Notes will be redeemable, as a whole, but not in part, at the option of
the Company, at a redemption price equal to 100% of their principal amount,
together with interest accrued thereon to the date fixed for redemption, if (a)
as a result of any change in, or amendment to, the laws (or any regulations or
rulings promulgated thereunder) of the United States (or any political
subdivision or taxing authority thereof or therein), or any change in, or
amendments to, official positions regarding the application or interpretation of
such laws, regulations or rulings, which change or amendment is announced or
becomes effective on or after the date hereof, the Company becomes or will
become obligated to pay Additional Amounts with respect to either series of
Notes as described above or (b) any act is taken by a taxing authority of the
United States on or after the date


                                       7
<PAGE>   8
of this Offering Circular, whether or not such act is taken with respect to the
Company or any affiliate, that results in a substantial probability that the
Company will or may be required to pay such Additional Amounts.

         For purposes of this Note, the following terms have the following
meanings:

         "Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Offered Securities to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Offered Securities.

         "Comparable Treasury Price" means with respect to any Redemption Date
for the Offered Securities (i) the average of five Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such
quotations.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Independent Investment Banker" means Goldman, Sachs & Co. or, if such
firm is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee after consultation with the Company.

         "Interest Rate Agreement" means any interest rate protection agreement,
interest rate future, interest rate option, interest rate swap, interest rate
cap or other interest rate hedge or arrangement under which the Company is a
party or beneficiary.

         The term "Original Issue Discount Security" as defined in the Indenture
means any Security that provides for an amount less than the principal amount of
a particular security to be due and payable upon a declaration of acceleration
of the maturity of that security pursuant to Section 6.2 of the Indenture.

         "Person" means an individual, partnership, corporation, business,
trust, joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.



                                       8
<PAGE>   9
         "Reference Treasury Dealer Quotations" means with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

         "Treasury Rate" means, with respect to any Redemption Date for the
Offered Securities, (i) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the Maturity Date,
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall, be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line basis, rounding
to the nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity to the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date. The Treasury
Rate shall be calculated on the third Business Date preceding the Redemption
Date.

         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).

         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


                                       9
<PAGE>   10
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 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.






                                       10
<PAGE>   11
         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION 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.



                                       11
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>5
<FILENAME>y42942ex4-5.txt
<DESCRIPTION>FORM OF NOTE
<TEXT>

<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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>6
<FILENAME>y42942ex4-6.txt
<DESCRIPTION>EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
<TEXT>

<PAGE>   1
                                                                     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.


<PAGE>   2

         "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.


                                       2
<PAGE>   3

         "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.


                                       3
<PAGE>   4


         "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


                                       4
<PAGE>   5


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


                                       5
<PAGE>   6

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.


                                       6

<PAGE>   7

          (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


                                       7
<PAGE>   8

         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


                                       8
<PAGE>   9

         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;


                                       9
<PAGE>   10

                  (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


                                       10
<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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>7
<FILENAME>y42942ex4-7.txt
<DESCRIPTION>FORM OF EXCHANGE AGENT AGREEMENT
<TEXT>

<PAGE>   1


                                                                     EXHIBIT 4.7


                                                             December [__], 2000



                            EXCHANGE AGENT AGREEMENT



The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention:    Corporate Trust Trustee Administration

Ladies and Gentlemen:

                  Arrow Electronics, Inc., a New York corporation (the
"Company"), proposes to make an offer (the "Exchange Offer") to exchange all of
its outstanding 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 "Original Notes") for its Floating Rate Exchange Notes
due October 5, 2001, 8.20% Senior Exchange Notes due October 1, 2003, 8.70%
Senior Exchange Notes due October 1, 2005 and 9.15% Senior Exchange Notes due
October 1, 2010 (the "Exchange Notes"). The terms and conditions of the Exchange
Offer as currently contemplated are set forth in a prospectus, dated [_______],
2000 (the "Prospectus"), proposed to be distributed to all record holders of the
Original Notes. The Original Notes and the Exchange Notes are collectively
referred to herein as the "Notes".

                  The Company hereby appoints The Bank of New York to act as
exchange agent (the "Exchange Agent") in connection with the Exchange Offer.
References hereinafter to "you" shall refer to The Bank of New York.

                  The Exchange Offer is expected to be commenced by the Company
on or about [________], 2000. The Letter of Transmittal accompanying the
Prospectus (or in the case of book-entry securities, the Automated Tender Offer
Program ("ATOP") of the Book-Entry Transfer Facility (as defined below)) is to
be used by the holders of the Original Notes to accept the Exchange Offer and
contains instructions with respect to the delivery of certificates for Original
Notes tendered in connection therewith.

                  The Exchange Offer shall expire at 5:00 p.m., New York City
time, on [_________], 2000 or on such subsequent date or time to which the
Company may extend the Exchange Offer (the "Expiration Date"). Subject to the
terms and conditions set forth in the Prospectus, the Company expressly reserves
the right to extend the Exchange Offer from time to time and may extend the
Exchange Offer by giving oral (promptly confirmed in writing) or written notice
to you before 9:00 a.m., New York City time, on the business day following the
previously scheduled Expiration Date.

<PAGE>   2

                  The Company expressly reserves the right to amend or terminate
the Exchange Offer, and not to accept for exchange any Original Notes not
theretofore accepted for exchange, upon the occurrence of any of the conditions
of the Exchange Offer specified in the Prospectus under the caption "The
Exchange Offer -- Conditions of the Exchange Offer." The Company will give oral
(promptly confirmed in writing) or written notice of any amendment, termination
or nonacceptance to you as promptly as practicable.

                  In carrying out your duties as Exchange Agent, you are to act
in accordance with the following instructions:

         1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The Exchange
Offer" or as specifically set forth herein; provided, however, that in no way
will your general duty to act in good faith be discharged by the foregoing.

         2. You will establish a book-entry account with respect to the Original
Notes at The Depository Trust Company (the "Book-Entry Transfer Facility") for
purposes of the Exchange Offer within two business days after the date of the
Prospectus, and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may, until the Expiration Date, make
book-entry delivery of the Original Notes by causing the Book-Entry Transfer
Facility to transfer such Original Notes into your account in accordance with
the Book-Entry Transfer Facility's procedure for such transfer. In every case,
however, a Letter of Transmittal (or a manually executed facsimile thereof), or
a computer-generated message, or Agent's Message, properly completed and duly
executed, with any required signature guarantees and any other required
documents must be transmitted to and received by you prior to the Expiration
Date or the guaranteed delivery procedures described in the Prospectus must be
complied with.

         3. You are to examine each of the Letters of Transmittal and
certificates for Original Notes (or confirmation of book-entry transfer into
your account at the Book-Entry Transfer Facility) and any other documents
delivered or mailed to you by or for holders of the Original Notes to ascertain
whether: (i) the Letters of Transmittal and any such other documents are duly
executed and properly completed in accordance with instructions set forth
therein; and (ii) the Original Notes have otherwise been properly tendered. In
each case where the Letter of Transmittal or any other document has been
improperly completed or executed or any of the certificates for Original Notes
are not in proper form for transfer or some other irregularity in connection
with the acceptance of the Exchange Offer exists, you will endeavor to inform
the presenters of the need for fulfillment of all requirements and to take any
other action as may be reasonably necessary or advisable to cause such
irregularity to be corrected.

                                      -2-
<PAGE>   3
         4. With the approval of the Executive Vice President of the Company
(such approval, if given orally, to be promptly confirmed in writing) or any
other party designated in writing, by such an officer, you are authorized to
waive any irregularities in connection with any tender of Original Notes
pursuant to the Exchange Offer.

         5. Tenders of Original Notes may be made only as set forth in the
Letter of Transmittal and in the section of the Prospectus captioned "The
Exchange Offer -- Procedures for Tendering", and Original Notes shall be
considered properly tendered to you only when tendered in accordance with the
procedures set forth therein.

                  Notwithstanding the provisions of this Section 5, Original
Notes which the Executive Vice President of the Company shall approve as having
been properly tendered shall be considered to be properly tendered (such
approval, if given orally, shall be promptly confirmed in writing).

         6. You shall advise the Company with respect to any Original Notes
received subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Original Notes.

         7. You shall accept tenders:

            (a) in cases where the Original Notes are registered in two or more
names only if signed by all named holders;

            (b) in cases where the signing person (as indicated on the Letter of
Transmittal) is acting in a fiduciary or a representative capacity only when
proper evidence of his or her authority so to act is submitted; and

            (c) from persons other than the registered holder of Original Notes,
provided that customary transfer requirements, including payment of any
applicable transfer taxes, are fulfilled.

                  You shall accept partial tenders of Original Notes where so
indicated and as permitted in the Letter of Transmittal and deliver certificates
for Original Notes to the registrar for split-up and return any untendered
Original Notes to the holder (or such other person as may be designated in the
Letter of Transmittal) as promptly as practicable after expiration or
termination of the Exchange Offer.

         8. Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice, if given orally, to be promptly
confirmed in writing) of its acceptance, promptly after the Expiration Date, of
all Original Notes properly tendered and you, on behalf of the Company, will
exchange such Original Notes for Exchange Notes and cause such Original Notes to
be cancelled. Delivery of Exchange Notes will be made on behalf of the Company
by you at the rate of $1,000 principal amount of Exchange Notes for each $1,000
principal amount of the

                                      -3-
<PAGE>   4
corresponding series of Original Notes tendered promptly after notice (such
notice if given orally, to be promptly confirmed in writing) of acceptance of
said Original Notes by the Company; provided, however, that in all cases,
Original Notes tendered pursuant to the Exchange Offer will be exchanged only
after timely receipt by you of (i) either (a) certificates for such Original
Notes (or confirmation of book-entry transfer into your account at the
Book-Entry Transfer Facility), a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) with any required signature
guarantees and any other required documents or (b) a confirmation of book-entry
transfer into your account at the Book-Entry Transfer Facility that includes an
Agent's Message in which the holder acknowledges and agrees to be bound by the
terms of the Letter of Transmittal or (ii) any evidence required by the
guaranteed delivery procedures described in the Prospectus. You shall issue
Exchange Notes only in denominations of $1,000 or any integral multiple thereof.

         9. If any holder shall report to you that his or her failure to
surrender Original Notes registered in his or her name is due to the loss or
destruction of a certificate or certificates, you shall request such holder to
furnish to you an affidavit of loss and, if required by the Company, a bond of
indemnity in an amount and evidenced by such certificate or certificates of a
surety, as may be satisfactory to you and the Company. The obligees to be named
in each such indemnity bond shall include the Company and you. You shall report
to the Company the names of all holders who claim that their Original Notes have
been lost or destroyed and the principal amount of such Original Notes.

         10. As soon as practicable after the Expiration Date, you shall mail or
deliver via the Book Entry Transfer Facility's applicable procedures, the
Exchange Notes that such holders may be entitled to receive and you shall
arrange for cancellation of the Original Notes submitted to you or returned by
DTC in connection with ATOP. Such Original Notes shall be forwarded to the
Trustee for cancellation and retirement.

         11. Tenders pursuant to the Exchange Offer are irrevocable, except
that, subject to the terms and upon the conditions set forth in the Prospectus
and the Letter of Transmittal, Original Notes tendered pursuant to the Exchange
Offer may be withdrawn at any time prior to the Expiration Date.

         12. The Company shall not be required to exchange any Original Notes
tendered if any of the conditions set forth in the Exchange Offer are not met.
Notice of any decision by the Company not to exchange any Original Notes
tendered shall be given (if given orally, to be promptly confirmed in writing)
by the Company to you.

         13. If, pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Original Notes tendered because of an invalid
tender, the occurrence of certain other events set forth in the Prospectus under
the caption "The

                                      -4-
<PAGE>   5
Exchange Offer -- Conditions of the Exchange Offer" or otherwise, you shall as
soon as practicable after the expiration or termination of the Exchange Offer
return those certificates for unaccepted Original Notes (or effect appropriate
book-entry transfer), together with any related required documents and the
Letters of Transmittal relating thereto that are in your possession, to the
persons who deposited them.

         14. All certificates for reissued Original Notes, unaccepted Original
Notes or for Exchange Notes shall be forwarded by first-class mail.

         15. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any person to solicit tenders.

         16. As Exchange Agent hereunder you:

            (a) shall not be liable for any action or omission to act unless the
same constitutes your own gross negligence, willful misconduct or bad faith, and
in no event shall you be liable to a securityholder, the Company or any third
party for special, indirect or consequential damages, or lost profits, arising
in connection with this Agreement;

            (b) shall have no duties or obligations other than those
specifically set forth herein or as may be subsequently agreed to in writing
between you and the Company;

            (c) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of any of
the certificates or the Original Notes represented thereby deposited with you
pursuant to the Exchange Offer, and will not be required to and will make no
representation as to the validity, value or genuineness of the Exchange Offer;

            (d) shall not be obligated to take any legal action hereunder which
might in your judgment involve any expense or liability, unless you shall have
been furnished with indemnity satisfactory to you;

            (e) may conclusively rely on and shall be protected in acting in
reliance upon any certificate, instrument, opinion, notice, letter, telegram or
other document or security delivered to you and believed by you to be genuine
and to have been signed or presented by the proper person or persons;

            (f) may act upon any tender, statement, request, document,
agreement, certificate or other instrument whatsoever not only as to its due
execution and validity and effectiveness of its provisions, but also as to the
truth and accuracy of any information contained therein, which you shall in good
faith believe to be genuine or to have been signed or presented by the proper
person or persons;

                                      -5-
<PAGE>   6
            (g) may conclusively rely on and shall be protected in acting upon
written or oral instructions from any authorized officer of the Company;

            (h) may consult with counsel of your selection with respect to any
questions relating to your duties and responsibilities and the advice or opinion
of such counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted to be taken by you hereunder in
good faith and in accordance with the advice or opinion of such counsel; and

            (i) shall not advise any person tendering Original Notes pursuant to
the Exchange Offer as to the wisdom of making such tender or as to the market
value or decline or appreciation in market value of any Original Notes.

         17. You shall take such action as may from time to time be requested by
the Company (and such other action as you may deem appropriate) to furnish
copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed
Delivery (as defined in the Prospectus) or such other forms as may be approved
from time to time by the Company, to all persons requesting such documents and
to accept and comply with telephone requests for information relating to the
Exchange Offer, provided that such information shall relate only to the
procedures for accepting (or withdrawing from) the Exchange Offer. The Company
will furnish you with copies of such documents on your request. All other
requests for information relating to the Exchange Offer shall be directed to the
Company, Attention: Robert E. Klatell.

         18. You shall advise by facsimile transmission Robert E. Klatell, the
Executive Vice President of the Company (at the facsimile number (516)
391-1640), and such other person or persons as the Company may request, daily
(and more frequently during the week immediately preceding the Expiration Date
if requested) up to and including the Expiration Date, as to the number of
Original Notes which have been tendered pursuant to the Exchange Offer and the
items received by you pursuant to this Agreement, separately reporting and
giving cumulative totals as to items properly received and items improperly
received. In addition, you will also inform, and cooperate in making available
to, the Company or any such other person or persons upon oral request made from
time to time prior to the Expiration Date of such other information as they may
reasonably request. Such cooperation shall include, without limitation, the
granting by you to the Company and such person as the Company may request of
access to those persons on your staff who are responsible for receiving tenders,
in order to ensure that immediately prior to the Expiration Date the Company
shall have received information in sufficient detail to enable it to decide
whether to extend the Exchange Offer. You shall prepare a final list of all
persons whose tenders were accepted, the aggregate principal amount of Original
Notes tendered and the aggregate principal amount of Original Notes accepted and
deliver said list to the Company.

         19. Letters of Transmittal and Notices of Guaranteed Delivery shall be
stamped by you as to the date and, after the expiration of the Exchange Offer,
the time, of

                                      -6-
<PAGE>   7
receipt thereof and shall be preserved by you for a period of time
at least equal to the period of time you preserve other records pertaining to
the transfer of securities. You shall dispose of unused Letters of Transmittal
and other surplus materials by returning them to the Company.

         20. For services rendered as Exchange Agent hereunder, you shall be
entitled to such compensation as set forth on Schedule I attached hereto. The
provisions of this section shall survive the termination of this Agreement.

         21. You hereby acknowledge receipt of the Prospectus and the Letter of
Transmittal. Any inconsistency between this Agreement, on the one hand, and the
Prospectus, the Letter of Transmittal, the Notice of Guaranteed Delivery, the
form of instructions to registered holders and/or book-entry transfer facility
participants and the form of letter to clients (as they may be amended from time
to time), on the other hand, shall be resolved in favor of the latter, except
with respect to your duties, liabilities and indemnification as Exchange Agent.

         22. The Company covenants and agrees to fully indemnify and hold you
harmless against any and all loss, liability, cost or expense, including
attorneys' fees and expenses, incurred without gross negligence or willful
misconduct on your part, arising out of or in connection with any act, omission,
delay or refusal made by you in reliance upon any signature, endorsement,
assignment, certificate, order, request, notice, instruction or other instrument
or document believed by you to be valid, genuine and sufficient and in accepting
any tender or effecting any transfer of Original Notes believed by you in good
faith to be authorized, and in delaying or refusing in good faith to accept any
tenders or effect any transfer of Original Notes. In each case, the Company
shall be notified by you, by letter or facsimile transmission, of the written
assertion of a claim against you or of any other action commenced against you,
promptly after you shall have received any such written assertion or shall have
been served with a summons in connection therewith. The Company shall be
entitled to participate at its own expense in the defense of any such claim or
other action and, if the Company so elects, the Company shall assume the defense
of any suit brought to enforce any such claim. In the event that the Company
shall assume the defense of any such suit, the Company shall not be liable for
the fees and expenses of any additional counsel thereafter retained by you, so
long as the Company shall retain counsel satisfactory to you to defend such
suit, and so long as you have not determined, in your reasonable judgment, that
a conflict of interest exists between you and the Company. The provisions of
this section shall survive the termination of this Agreement. You shall not
enter into a settlement or other compromise with respect to any indemnified
loss, liability or expense without the prior written consent of the Company,
which shall not be unreasonably withheld or delayed.

         23. You shall arrange to comply with all requirements under the tax
laws of the United States, including those relating to missing Tax
Identification Numbers, and shall file any appropriate reports with the Internal
Revenue Service.

                                      -7-
<PAGE>   8

         24. You shall deliver or cause to be delivered, in a timely manner to
each governmental authority to which any transfer taxes are payable in respect
of the exchange of Original Notes, the Company's check in the amount of all
transfer taxes so payable; provided, however, that you shall reimburse the
Company for amounts refunded to you in respect of your payment of any such
transfer taxes, at such time as such refund is received by you.

         25. This Agreement and your appointment as Exchange Agent hereunder
shall be construed and enforced in accordance with the laws of the State of New
York applicable to agreements made and to be performed entirely within such
state, and without regard to conflicts of law principles, and shall inure to the
benefit of, and the obligations created hereby shall be binding upon, the
successors and assigns of each of the parties hereto.

         26. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same agreement.

         27. In case any provision of this Agreement shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         28. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, cancelled or waived, in whole or in part, except by a
written instrument signed by a duly authorized representative of the party to be
charged. This Agreement may not be modified orally.

         29. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given to such party, addressed to it, at its
address or telecopy number set forth below:


                                      -8-
<PAGE>   9
                  If to the Company:

                           Arrow Electronics, Inc.
                           25 Hub Drive
                           Melville, New York  11747

                           Facsimile: (516) 391-1640
                           Attention:  Robert E. Klatell

                  If to the Exchange Agent:

                           The Bank of New York
                           101 Barclay Street
                           Floor 21 West
                           New York, New York  10286

                           Facsimile:  (212) 815-5915
                           Attention:  Corporate Trust Trustee
                                        Administration

         30. Unless terminated earlier by the parties hereto, this Agreement
shall terminate 90 days following the Expiration Date. Notwithstanding the
foregoing, Sections 20 and 22 shall survive the termination of this Agreement.
Upon any termination of this Agreement, you shall promptly deliver to the
Company any certificates for Notes, funds or property then held by you as
Exchange Agent under this Agreement.

         31. This Agreement shall be binding and effective as of the date
hereof.




                                      -9-
<PAGE>   10

                  Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.


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




Accepted as of the date first above written:

THE BANK OF NEW YORK, as Exchange Agent


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



                                      -10-
<PAGE>   11

                                   SCHEDULE I
                         COMPENSATION OF EXCHANGE AGENT:

                 $[      ] PLUS $[      ] PER EXTENSION OF OFFER
                 PLUS OUT-OF POCKET EXPENSES, INCLUDING, WITHOUT
                      LIMITATION, LEGAL FEES AND EXPENSES.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>8
<FILENAME>y42942ex5-1.txt
<DESCRIPTION>OPINION RE VALIDITY
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 5.1



                                                               November 30, 2000



Arrow Electronics, Inc.
25 Hub Drive
Melville, NY 11747

                          Re:  Arrow Electronics, Inc. Offer to Exchange
                               Floating Rate Exchange Notes due October 5, 2001,
                               8.20% Senior Exchange Notes due October 1, 2003,
                               8.70% Senior Exchange Notes due October 1, 2005
                               and 9.15% Senior Exchange Notes due October 1,
                               2010 for any and all outstanding 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.

Ladies and Gentlemen:

          We are acting as special counsel for Arrow Electronics, Inc., a New
York corporation (the "Company"), in connection with the filing by the Company
with the Securities and Exchange Commission of a registration statement (the
"Registration Statement") on Form S-4 under the Securities Act of 1933, as
amended, relating to the proposed issuance, in exchange for $1,075,000,000
aggregate principal amount 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 "Original Notes"), of
$1,075,000,000 aggregate principal amount of the Company's Floating Rate
Exchange Notes due October 5, 2001, 8.20% Senior Exchange Notes due October 1,
2003, 8.70% Senior Exchange Notes due October 1, 2005 and 9.15% Senior Exchange
Notes due October 1, 2010 (the "Exchange Notes"). The Exchange Notes are to be
issued pursuant to an indenture dated as of January 15, 1997 (the "Indenture"),
between the Company and The Bank of New York (as successor to Bank


<PAGE>   2
of Montreal Trust Company), as trustee. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed thereto in the
Indenture.

          We have examined originals, or copies certified to our satisfaction,
of such corporate records of the Company, agreements and other instruments,
certificates of public officials, certificates of officers and representatives
of the Company and other documents as we have deemed it necessary to require as
a basis for the opinions hereinafter expressed, including the Indenture, the
Exchange and Registration Rights Agreement, dated as of September 29, 2000 (the
"Exchange and Registration Rights Agreement"), between the Company and the
Initial Purchasers named therein, the form of the Exchange Notes and the
Registration Statement.

          In rendering the opinions expressed below, we have assumed (a) the
due authorization, execution and delivery of each of the Indenture and the
Exchange and Registration Rights Agreement by each of the parties thereto other
than the Company, (b) that each of such parties has the legal power to act in
the respective capacity or capacities in which it is to act thereunder, (c) the
authenticity of all documents submitted to us as originals, (d) the conformity
to the original documents of all documents submitted to us as copies and the
authenticity of such original documents, and (e) the genuineness of all
signatures on all documents submitted to us.

          Based upon the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that the Exchange Notes, when duly
executed and authenticated in accordance with the provisions of the Indenture
and issued in exchange for the Original Notes pursuant to the Exchange and
Registration Rights Agreement, will constitute valid and binding obligations of
the Company entitled to the benefits of the Indenture and enforceable in
accordance with their terms except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
transfer or other similar laws relating to or affecting the rights of creditors
generally and except as the enforceability of the Exchange Notes is subject to
the application of general principles of equity (regardless of whether
considered in a proceeding in equity or at law), including without limitation
(i) the possible unavailability of specific performance, injunctive relief or
any other equitable remedy and (ii) concepts of materiality, reasonableness,
good faith and fair dealing.

          We hereby consent to the use of our name under the heading "Legal
Opinions" in the Prospectus constituting a part of the Registration Statement
and to the filing of this opinion as Exhibit 5.1 to the Registration Statement.

                                        Very truly yours,


                                        /s/ Milbank, Tweed, Hadley & McCloy LLP

DBB/HSK

                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>9
<FILENAME>y42942ex8-1.txt
<DESCRIPTION>TAX OPINION OF MILBANK TWEED
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 8.1


                                             November 30, 2000



Arrow Electronics, Inc.
25 Hub Drive
Melville, NY 11747

     RE:  OFFER TO EXCHANGE UP TO $1,075,000,000 AGGREGATE PRINCIPAL AMOUNT OF
          FLOATING RATE EXCHANGE NOTES DUE OCTOBER 5, 2001, 8.20% SENIOR
          EXCHANGE NOTES DUE OCTOBER 1, 2003, 8.70% SENIOR EXCHANGE NOTES DUE
          OCTOBER 1, 2005 AND 9.15% SENIOR EXCHANGE NOTES DUE OCTOBER 1, 2010

Ladies and Gentlemen:

     We are acting as your special tax counsel in connection with the filing by
Arrow Electronics, Inc. (the "COMPANY") of a registration statement on Form S-4
(the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the
"COMMISSION") for the purpose of registering the issuance of up to
$1,075,000,000 aggregate principal amount of Floating Rate Exchange Notes due
October 5, 2001, 8.20% Senior Exchange Notes due October 1, 2003, 8.70% Senior
Exchange Notes due October 1, 2005 and 9.15% Senior Exchange Notes due October
1, 2010 under the Securities Act of 1933, as amended.

     We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below.

     In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies. As to any facts material to this opinion that we did
not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company.

     Subject to the assumptions, qualifications and limitations herein and in
the Registration Statement under the heading "Material Federal Income Tax
Consequences", in our opinion:
<PAGE>   2
     1.   an exchange of old notes for registered notes pursuant to the exchange
          offer will not be treated as an exchange or other taxable event for
          United States federal income tax purposes;

     2.   a holder who exchanges old notes for registered notes pursuant to the
          exchange offer will have the same adjusted tax basis and holding
          period in the registered notes as it had in the old notes immediately
          before the exchange;

     3.   statements in the prospectus contained in the Registration Statement
          with respect to United States taxation under the heading "Material
          Federal Income Tax Consequences," to the extent they constitute
          matters of law or legal conclusions, are the material tax consequences
          of the exchange of old notes for registered notes pursuant to the
          exchange offer, and we hereby confirm the opinions stated therein.

     We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the use of our name under the captions "Material
Federal Income Tax Consequences" and "Legal Opinions" in the prospectus that is
included in the Registration Statement.

                                   Very truly yours,



                                   /s/ Milbank, Tweed, Hadley & McCloy LLP


BK/HK














                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>10
<FILENAME>y42942ex12-1.txt
<DESCRIPTION>STATEMENT RE COMPUTATION OF EARNINGS TO CHARGES
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 12.1


             STATEMENT REGARDING COMPUTATION OF CONSOLIDATED RATIOS
                          OF EARNINGS TO FIXED CHARGES

         The following table sets forth our historical ratios of earnings to
fixed charges and our consolidated subsidiaries for the periods indicated:

<TABLE>
<CAPTION>
                                        NINE MONTHS ENDED
                                        SEPTEMBER 30, 2000                      YEAR ENDED DECEMBER 31,
                                        ------------------                      -----------------------
                                                                    1999       1998       1997      1996       1995
                                                                    ----       ----       ----      ----       ----
<S>                                     <C>                        <C>         <C>       <C>        <C>        <C>
Ratio of Earnings
to Fixed Charges...............                4.6                 2.9(a)       4.0      5.0(b)      8.6        7.7
</TABLE>


(a)  Excluding the special pre-tax charge of $25 million associated with the
     acquisition and integration of Richey Electronics, Inc. and the electronics
     distribution group of Bell Industries, Inc., the ratio of earnings to fixed
     charges would have been 3.1.

(b)  Excluding special pre-tax charges totaling $59 million associated with the
     realignment of our North American components operations and the acquisition
     and integration of the volume electronic component distribution businesses
     of Premier Farnell plc, the ratio of earnings to fixed charges would have
     been 5.7.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>11
<FILENAME>y42942ex23-2.txt
<DESCRIPTION>CONSENT OF ERNST AND YOUNG LLP
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 23.2


                        CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) and related Prospectus of Arrow Electronics,
Inc. for the issuance of up to $1,075,000,000 in aggregate principal amount of
exchange notes described in the Prospectus and to the incorporation by
reference therein of our report dated February 16, 2000 with respect to the
consolidated financial statements and schedule of Arrow Electronics, Inc.
included in the Annual Report (Form 10-K) for the year ended December 31, 1999,
as filed with the Securities and Exchange Commission.


/s/ Ernst & Young LLP
New York, NY
November 30, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>12
<FILENAME>y42942ex23-3.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>

<PAGE>   1


                                                                    EXHIBIT 23.3

We hereby consent to the use in this Registration Statement on Form S-4 of
Arrow Electronics, Inc. of our report dated March 21, 2000, except for the
second paragraph of Note 1 which the date is August 7, 2000 and except for the
fourth paragraph of Note 8 which the date is August 4, 2000, relating to the
financial statements of Wyle Electronics Group.

/s/ PricewaterhouseCoopers LLP
November 29, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>13
<FILENAME>y42942ex25.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY
<TEXT>

<PAGE>   1

                                                                      EXHIBIT 25

================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                         SECTION 305(b)(2)          [_]

                           --------------------------
                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)



New York                                                13-5160382
(State of incorporation                                 (I.R.S. employer
if not a U.S. national bank)                            identification no.)

One Wall Street, New York, N.Y.                         10286
(Address of principal executive offices)                (Zip code)


                           --------------------------
                             Arrow Electronics, Inc.
               (Exact name of obligor as specified in its charter)



New York                                                11-1806155
(State or other jurisdiction of                         (I.R.S. employer
incorporation or organization)                          identification no.)

25 Hub Drive
Melville, New York                                      11747
(Address of principal executive offices)                (Zip code)


                           --------------------------
                Floating Rate Exchange Notes due October 5, 2001
                8.20% Senior Exchange Notes due October 1, 2003
                8.70% Senior Exchange Notes due October 1, 2005
                9.15% Senior Exchange Notes due October 1, 2010
                        (Title of the indenture securities)

================================================================================


<PAGE>   2

1.      GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
        TRUSTEE:

        (a)     NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                WHICH IT IS SUBJECT.

- --------------------------------------------------------------------------------
                     Name                            Address
- --------------------------------------------------------------------------------

Superintendent of Banks of the State of         2 Rector Street, New York, N.Y.
New York                                        10006, and Albany, N.Y. 12203

Federal Reserve Bank of New York                33 Liberty Plaza, New York, N.Y.
                                                10045

Federal Deposit Insurance Corporation           Washington, D.C. 20429

New York Clearing House Association             New York, New York, 10005


        (b)     WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

        YES.

2.      AFFILIATIONS WITH OBLIGOR.

        IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
        AFFILIATION.

        None.


16.     LIST OF EXHIBITS.


        EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
        ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
        RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
        C.F.R. 229.10(d).

        1.      A copy of the Organization Certificate of The Bank of New York
                (formerly Irving Trust Company) as now in effect, which contains
                the authority to commence business and a grant of powers to
                exercise corporate trust powers. (Exhibit 1 to Amendment No. 1
                to Form T-1 filed with Registration Statement No. 33-6215,
                Exhibits 1a and 1b to Form T-1 filed with Registration Statement
                No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration
                Statement No. 33-29637.)


        4.      A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                Form T-1 filed with Registration Statement No. 33-31019.)


        6.      The consent of the Trustee required by Section 321(b) of the
                Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                No. 33-44051.)


<PAGE>   3

        7.      A copy of the latest report of condition of the Trustee
                published pursuant to law or to the requirements of its
                supervising or examining authority.

<PAGE>   4


                                   SIGNATURE







        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 16th day of November, 2000.


                                                 THE BANK OF NEW YORK



                                                 By:   /s/ MARY LAGUMINA
                                                    ------------------
                                                 Name:  MARY LAGUMINA
                                                 Title: VICE PRESIDENT



<PAGE>   5
                                                                       EXHIBIT 7


- ----------------------------------------------------
Consolidated Report of Condition of

THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30,
2000, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>
                                                            Dollar Amounts
                                                              In Thousands
<S>                                                        <C>
ASSETS
Cash and balances due from depos-
  itory institutions:
  Noninterest-bearing balances and
    currency and coin.............                          $   4,133,121
  Interest-bearing balances.......                              4,153,905
Securities:
  Held-to-maturity securities.....                                908,946
  Available-for-sale securities...                              4,889,160
Federal funds sold and Securities
  purchased under agreements to
  resell..........................                              4,471,741
Loans and lease financing
  receivables:
  Loans and leases, net of unearned
    income..............38,423,509
  LESS: Allowance for loan and
    lease losses...........590,846
  LESS: Allocated transfer risk
    reserve.................12,596
  Loans and leases, net of unearned
    income, allowance, and reserve                             37,820,067
Trading Assets.....................                            11,028,326
Premises and fixed assets
  (including capitalized leases)...                               722,622
Other real estate owned............                                 6,351
Investments in unconsolidated
  subsidiaries and associated
  companies........................                               166,189
Customers' liability to this
  bank on acceptances
  outstanding......................                             1,154,448
Intangible assets.................                              1,338,942
Other assets......................                              3,392,303
                                                             -------------
Total assets......................                            $74,186,121
                                                             =============
LIABILITIES
Deposits
   In domestic offices.............                           $28,759,739
   Noninterest-bearing.. 12,991,192
   Interest-bearing..... 15,768,547
   In foreign offices, Edge
   and Agreement subsidiaries,
   and IBFs........................                            26,421,204
   Noninterest-bearing......550,232
   Interest-bearing......25,870,972
Federal funds purchased and
   Securities sold under
   agreements to repurchase....                                 1,619,310
Demand notes issued to the U.S.
   Treasury....................                                   100,000
Trading liabilities............                                 2,337,972
Other borrowed money:
  With remaining maturity of
    one year or less............                                1,754,237
  With remaining maturity of
    more than one year through
    three years.................                                        0
  With remaining maturity of
    more than three years.......                                   31,080
Bank's liability on acceptances
    executed and outstanding....                                1,155,970
Subordinated notes and
    debentures..................                                1,652,000
Other liabilities............                                   4,169,081
                                                             -------------
Total liabilities............                                  68,000,593
                                                             -------------

EQUITY CAPITAL
Common stock....................                                1,135,284
Surplus.........................                                  956,428
Undivided profits and capital
   reserves.....................                                4,156,469
Net unrealized holding gains
   (losses) on available-for-sale
   securities...................                            (      33,142)
Accumulated net gains (losses) on
  cash flow hedges..............                                        0
Cumulative foreign currency
  translation adjustments.......                            (      29,511)
                                                            -------------
Total equity capital............                                6,185,528
                                                            -------------
Total liabilities and equity
  capital.......................                              $74,186,121
                                                            =============

</TABLE>
     I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.

                                                              Thomas J. Mastro

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

     Thomas A. Renyi   -
     Gerald L. Hassell -   Directors
     Alan R. Griffith  -
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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