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                          CHANGE IN CONTROL AGREEMENT


    AGREEMENT by and between MARSHALL INDUSTRIES, a California corporation, 
(the "Company") and HENRY W. CHIN (the "Executive"), dated as of this 26th 
day of August, 1997.

    WHEREAS, the Executive currently serves as Vice President, Finance and 
Chief Financial Officer of the Company;

    WHEREAS, the Board of Directors of the Company (the "Board") has 
determined that it is in the best interests of the Company and its 
shareholders to assure that the Company will have the continued dedication of 
the Executive, notwithstanding the possibility of a change in control of the 
Company;

    WHEREAS, the Board wishes to diminish the distraction of the Executive by 
virtue of any pending or threatened change in control and to encourage the 
Executive's full attention and dedication to the Company currently and in the 
event of any threatened or pending change in control; and

    WHEREAS, the Board wishes to provide the Executive with compensation 
arrangements upon a change in control which satisfy the expectations of the 
Executive and which are competitive with those of other corporations.


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    NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

    1.   TERM OF AGREEMENT.

         (a)  The term of this Agreement shall commence on the date of its
              execution and shall terminate on September 30, 1998.  Subject 
              to Subsection (b), on  October 1, 1998, and on each October 1 
              thereafter, the term of this Agreement shall automatically be 
              extended for one additional year, unless not later than the 
              preceding April 1 both parties shall have agreed in writing 
              not to extend the term of this Agreement.

         (b)  If a Change in Control occurs during the original term of this
              Agreement or any extension thereof under Subsection (a), the 
              term of this Agreement shall be automatically extended for a 
              24-month period commencing with the Change in Control Date.  
              At the end of such 24-month period, this Agreement shall 
              terminate.

         (c)  Notwithstanding anything to the contrary in this Section 1, this
              Agreement shall terminate --

              (1)  on the date of the termination of the Executive's employment
                   with the Company for any reason before the Change in Control
                   Date, or


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              (2)  on the Executive's Date of Termination on or after the Change
                   in Control Date if the Executive's employment with the
                   Company is terminated (A) by the Company for Cause or by
                   reason of Disability, (B) by reason of the Executive's death,
                   or (C) by the Executive without Good Reason.

    2.   CERTAIN DEFINITIONS.  The following words and phrases, when used in
         this Agreement, shall have the following meanings, unless otherwise
         clearly required by the context.

         (a)  "AGREEMENT" shall mean this Change in Control Agreement.

         (b)  "BOARD" shall mean the Board of Directors of the Company.

         (c)  "CAUSE" shall mean:

              (1)  the willful and continued failure of the Executive to perform
                   substantially the Executive's duties with the Company or 
                   its affiliates (for reasons other than the Executive's 
                   Disability), after written notification is delivered to 
                   the Executive specifying the manner in which the Chief 
                   Executive Officer or the Board believes that the 
                   Executive has not substantially performed the Executive's 
                   duties, if 


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                   the Executive does not cure such failure within 90 days of
                   receiving such written notification; or

              (2)  the willful engaging by the Executive in criminal conduct or
                   gross misconduct which is materially and demonstrably
                   injurious to the Company.

              For purposes of this Subsection (c), no act or failure to act, 
              on the part of the Executive, shall be considered "willful" 
              unless it is done, or not done, by the Executive in bad faith 
              or without reasonable belief that the Executive's action or 
              failure to act was in the best interests of the Company.  Any 
              act, or failure to act, pursuant to a resolution duly adopted 
              by the Board or upon the instructions of the Chairman of the 
              Board or the Chief Executive Officer or based upon the advice 
              of counsel for the Company shall be conclusively presumed to 
              be done, or not to be done, by the Executive in good faith and 
              in the best interests of the Company.  The termination of 
              employment of the Executive shall not be deemed to be for 
              Cause unless and until there shall have been delivered to the 
              Executive a copy of a resolution, duly adopted by the 
              affirmative vote of not less than three-fourths of the group 
              consisting of the outside directors of the Company and the 
              Chairman of the Board, at a meeting of the Board called and 
              held for such purpose (after reasonable notice is provided to 
              the Executive and the Executive is given an opportunity, 
              together with his counsel, to be heard before the Board), 


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              finding that, in the good faith opinion of the Board, the
              Executive is guilty of the conduct or misconduct described in
              Paragraph (1) or (2), and specifying the particulars thereof in
              detail.

         (d)  "CHANGE IN CONTROL" shall mean:

              (1)  the acquisition by any individual, entity, or group (within
                   the meaning of Section 13(d) or 14(d)(2) of the Securities
                   Exchange Act of 1934, as amended (the "Exchange Act")) (a
                   "Person") of beneficial ownership (within the meaning of
                   Rule 13d-3 promulgated under the Exchange Act) of 30 percent
                   or more of either:

                   (A)  the then outstanding shares of common stock of the
                        Company (the "Outstanding Company Common Stock"), or

                   (B)  the combined voting power of the then outstanding voting
                        securities of the Company entitled to vote generally in
                        the election of directors (the "Outstanding Company
                        Voting Securities");

                   provided, however, that any of the preceding events shall not
                   constitute a Change in Control unless the conditions of
                   Paragraph (2) shall also be satisfied within six months of
                   any of the preceding 


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                   events; and provided, further, that for purposes of this
                   Paragraph (1), the following acquisitions shall not
                   constitute a Change in Control:

                   (C)  any acquisition directly from the Company (including,
                        without limitation, a secondary offering of securities
                        by the Company);

                   (D)  any acquisition by the Company (including, without
                        limitation, a repurchase or redemption of Company
                        securities by the Company);

                   (E)  any acquisition by any employee benefit plan (or related
                        trust) sponsored or maintained by the Company or any
                        corporation controlled by the Company; or

                   (F)  any acquisition by any corporation pursuant to a
                        transaction which complies with Subparagraphs (A),
                        (B), and (C) of Paragraph (3) of this Subsection (d);

              (2)  the failure of individuals who, as of the date hereof,
                   constitute the Board (the "Incumbent Board") for any reason  
                   to constitute at least a majority of the Board; provided, 
                   however, that any individual becoming a member of the Board 
                   subsequent to the date hereof whose election, or nomination 
                   for election by the Company's shareholders, 


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                   has been approved by a vote of at least a majority of the 
                   members then comprising the Incumbent Board shall be 
                   considered as though such individual were a member of the 
                   Incumbent Board, but excluding, for this purpose, any such 
                   individual whose initial assumption of office occurs as a 
                   result of an actual or threatened election contest with 
                   respect to the election or removal of members or other actual
                   or threatened solicitation of proxies or consents by or on 
                   behalf of a Person other than the Board;

              (3)  approval by the shareholders of the Company of a
                   reorganization, merger, consolidation, or sale or other 
                   disposition of all or substantially all of the assets of the 
                   Company (a "Business Combination"), in each case, unless, 
                   following such Business Combination --

                   (A)  all or substantially all of the individuals and entities
                        who were the beneficial owners, respectively, of the 
                        Outstanding Company Common Stock and Outstanding Company
                        Voting Securities immediately prior to such Business 
                        Combination beneficially own, directly or indirectly, 
                        more than 70 percent of, respectively, the then 
                        outstanding shares of common stock and the combined 
                        voting power of the then outstanding voting securities 
                        entitled to vote generally in the election of directors,
                        as 


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                        the case may be, of the corporation resulting from 
                        such Business Combination (including, without 
                        limitation, a corporation which as a result of such 
                        transaction owns the Company or all or substantially 
                        all of the Company's assets either directly or 
                        through one or more subsidiaries) in substantially 
                        the same proportions as their ownership, immediately 
                        prior to such Business Combination, of the 
                        Outstanding Company Common Stock and Outstanding 
                        Company Voting Securities, as the case may be;

                   (B)  no Person (excluding any employee benefit plan (or
                        related trust) of the Company or such corporation 
                        resulting from such Business Combination) 
                        beneficially owns, directly or indirectly, 30 percent 
                        or more of, respectively, the then outstanding shares 
                        of common stock of the corporation resulting from such 
                        Business Combination or the combined voting power of 
                        the then outstanding voting securities of such 
                        corporation except to the extent that such ownership 
                        existed prior to the Business Combination; and

                   (C)  at least a majority of the members of the board of 
                        directors of the corporation resulting from such 
                        Business Combination were members of the Incumbent 
                        Board at the time of the execution of 


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                        the initial agreement, or of the action of the Board, 
                        providing for such Business Combination; or

              (4)  approval by the shareholders of the Company of a complete 
                   liquidation or dissolution of the Company.

         (e)  "CHANGE IN CONTROL DATE" shall mean the first date on which a
              Change in Control occurs.  Notwithstanding any provision in 
              this Agreement to the contrary, if a Change in Control occurs 
              and if the Executive's employment with the Company terminates 
              prior to the date on which the Change in Control actually 
              occurs, and if it is reasonably demonstrated by the Executive 
              that such termination --

              (1)  was at the request of a third party who has taken steps 
                   reasonably calculated to effect a Change in Control, or

              (2)  otherwise arose in connection with or anticipation of a
                   Change in Control,

              for all purposes of this Agreement the Change in Control Date
              shall mean the date immediately before the date of such
              termination of employment.


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         (f)  "CHANGE IN CONTROL PERIOD" shall mean the 24-month period
              beginning on the Change in Control Date.

         (g)  "CODE" shall mean the Internal Revenue Code of 1986, as amended,
              and all regulatory guidance promulgated thereunder.

         (h)  "COMPANY" shall mean Marshall Industries.

         (i)  "DATE OF TERMINATION" shall mean:

              (1)  if the Executive's employment is terminated by the Company
                   for Cause, or by the Executive for Good Reason, the date 
                   of receipt of a written notice of termination, or any 
                   later date specified therein;

              (2)  if the Executive's employment is terminated by the Company 
                   other than for Cause or by reason of Disability, the date 
                   on which the Company notifies the Executive of such 
                   termination; or

              (3)  if the Executive's employment is terminated by reason of 
                   death or Disability, the date of death or 15 days after 
                   the date of determination by the Company (under 
                   Subsection (j)) of Disability.


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         (j)  "DISABILITY" shall mean an incapacity, due to physical injury or
              illness or mental illness, rendering the Executive unable to 
              perform his duties with the Company on a full-time basis for a 
              period of at least six consecutive calendar months.  In the 
              case of a dispute between the Executive and the Company, the 
              determination of Disability shall be made by a doctor 
              acceptable to both the Executive and the Company.  Nothing in 
              this Agreement shall prevent or limit the Executive from any 
              benefits to which the Executive is, or may become, entitled 
              under any short- or long-term disability program sponsored by 
              the Company or any of its affiliates.

         (k)  "EXECUTIVE" shall mean Henry W. Chin.

         (l)  "GOOD REASON" shall mean:

              (1)  the assignment to the Executive of any duties inconsistent
                   in any respect with the Executive's position (including 
                   status, offices, titles, and reporting requirements), 
                   authority, duties, or responsibilities as of the date of 
                   this Agreement, or any other action by the Company which 
                   results in a diminution in such position, authority, 
                   duties, or responsibilities, excluding for this purpose 
                   an isolated, insubstantial, or inadvertent action not 
                   taken in bad faith and which is remedied by the Company 
                   promptly after receipt of notice thereof given by the 
                   Executive;


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              (2)  the Company's requiring the Executive to be based at any
                   office or location more than 30 miles from the Company's 
                   corporate headquarters as of the day before the Change in 
                   Control Date or the Company's requiring the Executive to 
                   travel on Company business to a substantially greater 
                   extent than required immediately prior to the Change in 
                   Control Date;

              (3)  any material reduction in the Executive's total annual cash
                   compensation from the Company and its affiliates 
                   (including, without limitation, base salary, bonus, and 
                   incentive plan payments) without the consent of the 
                   Executive;

              (4)  any material shift in the composition of the Executive's
                   total annual compensation from the Company and its 
                   affiliates, from base salary to bonus or incentive plan 
                   payments or from cash to non-cash compensation, without 
                   the consent of the Executive;

              (5)  any purported termination by the Company of the Executive's
                   employment other than as expressly permitted by this
                   Agreement; or

              (6)  any failure by the Company to comply with and satisfy
                   Section 12(c) of this Agreement.


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    3.   OBLIGATIONS OF THE COMPANY UPON TERMINATION.

         (a)  OTHER THAN FOR CAUSE OR DISABILITY.  If, during the Change in
              Control Period, the Company terminates the Executive's 
              employment other than for Cause or Disability, the Company 
              shall be obligated to pay the Executive the salary substitute 
              and the bonus equivalent amounts under Subsections (a) and (b) 
              of Section 4 and to provide the benefits described in Section 5.

         (b)  GOOD REASON.  If, during the Change in Control Period, the
              Executive terminates employment with the Company for Good 
              Reason, the Company shall be obligated to pay the Executive 
              the salary substitute and the bonus equivalent amounts under 
              Subsections (a) and (b) of Section 4 and to provide the 
              benefits described in Section 5.

         (c)  DEATH.  If, during the Change in Control Period, the Executive's
              employment is terminated by reason of the Executive's death, 
              this Agreement shall terminate without further obligation to 
              the Executive's legal representatives under this Agreement.

         (d)  BY THE COMPANY FOR CAUSE OR BECAUSE OF DISABILITY, OR BY THE
              EXECUTIVE WITHOUT GOOD REASON.  If, during the Change in Control
              Period, the 


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              Company terminates the Executive's employment for Cause or 
              because of Disability, or if, during the Change in Control 
              Period, the Executive terminates employment without Good 
              Reason, this Agreement shall terminate without further 
              obligation to the Executive.

    4.   COMPENSATION EQUIVALENCIES.  The following amounts shall be paid by
         the Company to the Executive to the extent required under, and in
         accordance with, the provisions of Sections 3, 7, 8, and 9.

         (a)  SALARY SUBSTITUTE.  The Executive shall receive a cash payment
              equal to the product of 24 times the highest monthly base 
              salary paid or payable (including without limitation any base 
              salary which has been earned but deferred under any deferred 
              compensation or retirement plan or arrangement) to the 
              Executive by the Company and its affiliates during the 
              12-month period immediately preceding the month in which the 
              Executive's employment with the Company terminates.

         (b)  BONUS EQUIVALENT.  The Executive shall receive a cash payment
              equal to the product of two times the average of the 
              Executive's annual bonus under the Company's Annual Incentive 
              Plan, and any and all comparable bonuses under any predecessor 
              or successor plans, for each of the last two full fiscal years 
              ending immediately before or on the Change in Control Date.


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         (c)  TIMING OF PAYMENTS.  The amounts determined above shall be payable
              as soon as practicable after the Executive's Date of Termination,
              in a single lump-sum cash payment.

    5.   BENEFITS.  The following benefits shall be provided by the Company for
         the Executive and (to the extent applicable) his immediate family, to
         the extent required, and in accordance with, the provisions of
         Sections 3, 7, 8, and 9.

         (a)  For two years after the Executive's Date of Termination, or such
              longer period as may be provided under the terms of the 
              appropriate plan, program, practice, or policy, the Company 
              shall continue benefits to the Executive and/or the 
              Executive's immediate family at a level at least equal to that 
              which would have been provided for him and/or them in 
              accordance with the plans, programs, practices, and policies 
              described in Subsection (b) if the Executive's employment had 
              not terminated or, if more favorable to the Executive, as in 
              effect generally at any time thereafter with respect to other 
              peer executives of the Company and its affiliates and their 
              families.  Notwithstanding the foregoing, if the Executive 
              becomes reemployed with another employer and is eligible to 
              receive medical or other welfare benefits under another 
              employer-provided plan, or if the Executive breaches any of 
              the covenants listed in Section 8, the benefits provided under 
              this Subsection (a) shall be immediately terminated.


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         (b)  The benefits described herein shall be all benefits under any
              welfare benefit plans provided by the Company and its 
              affiliates (including, without limitation, medical, 
              prescription drugs, dental, disability, employee life, group 
              life, accidental death, and travel accident insurance plans 
              and programs) to the extent applicable generally to other peer 
              executives of the Company and its affiliates, other than 
              severance benefits, to the extent not triggered by the 
              Executive's termination of employment with the Company.

    6.   ACCELERATION OF STOCK OPTION VESTING.  Upon a Change in Control, the
         Company shall cause the vesting of any stock options with regard to
         stock of the Company or its affiliates held by the Executive to be
         accelerated to the Change in Control Date.  The Executive shall be
         entitled to give notice of exercise of all such options for 30 days
         after the Change in Control Date or such longer period permitted under
         the original documents granting such options.

    7.   CONTINGENT LIMITATION ON AMOUNTS.

         (a)  Notwithstanding any other provisions of this Agreement or any
              other agreement, plan, or arrangement (except as provided in 
              the following paragraph of this Subsection (a)), if any 
              payment or benefit received or to be received by the Executive 
              (under the terms of this Agreement, or any other plan, 
              arrangement, or agreement with the Company, or any other plan, 
              arrangement, or agreement with any person whose actions result 
              in a 


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              Change in Control or any person affiliated with the Company or 
              any such person) (all such payments and benefits being 
              hereinafter called "Total Payments") would be subject (in 
              whole or in part) to taxes imposed by Code Section 4999, the 
              portion of the Total Payments payable under this Agreement 
              shall be reduced as herein provided.

              The Total Payments payable under this Agreement shall be reduced
              to the extent necessary so that no portion of the Total 
              Payments shall be subject to the parachute excise tax (the 
              "Excise Tax") imposed by Code Section 4999 (after taking into 
              account any reduction in the Total Payments provided by reason 
              of Code Section 280G in any other plan, arrangement, or 
              agreement) but only if the amount determined under Paragraph 
              (1) is greater than the amount determined under Paragraph (2).

              (1)  The amount determined hereunder shall be the net amount of
                   such Total Payments, as so reduced (and after deduction 
                   of the net amount of Federal, state, and local income 
                   taxes on such reduced Total Payments computed at the 
                   Executive's highest marginal tax rate).

              (2)  The amount determined hereunder shall be the excess of --

                   (A)  the net amount of such Total Payments, without
                        reduction (but after deduction of the net amount of 
                        Federal, state, and local 


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                        income taxes on such Total Payments computed at the 
                        Executive's highest marginal tax rate), over

                   (B)  the amount of Excise Tax to which the Executive would
                        be subject in respect of such Total Payments.

              Any reduction of the Total Payments shall be made under one of
              the two alternative methods described in Subsection (b).  For 
              purposes of this Section 7 and the calculations hereunder, 
              Total Payments shall not include any amounts considered a 
              "parachute payment" under Code Section 280G in the opinion of 
              Arthur Andersen LLP (or suitable experts selected by the 
              Board).

         (b)  If the Total Payments all become payable at approximately the same
              time,

              (1)  the payments under Section 4(b) shall first be reduced (if
                   necessary, to zero);

              (2)  the payments under Section 4(a) shall next be reduced (if
                   necessary, to zero);

              (3)  the other portions of the Total Payments shall next be
                   reduced (if necessary, to zero); and


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              (4)  the acceleration of vesting of awards under stock options
                   shall be reduced as necessary.

              If the Total Payments do not become due and payable at
              approximately the same time, the respective Total Payments 
              shall be paid in full in the order in which they become 
              payable until any portion thereof would not be deductible, and 
              such portion (and any subsequent portions) of the Total 
              Payments shall be reduced to zero.  In such case, the Company 
              shall make every reasonable effort to make such payments in 
              the order that results in the most favorable tax treatment and 
              financial results for the Executive.

         (c)  For purposes of determining whether and the extent to which the
              Total Payments would be subject to the Excise Tax,

              (1)  no portion of the Total Payments the receipt or enjoyment of
                   which the Executive shall have effectively waived in 
                   writing prior to the date of termination shall be taken 
                   into account;

              (2)  no portion of the Total Payments shall be taken into account
                   which in the opinion of Arthur Andersen LLP (or suitable 
                   experts selected by the Board) does not constitute a 
                   "parachute payment" within the 


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                   meaning of Code Section 280G(b)(2), including by reason of
                   Code Section 280G(b)(4)(A);

              (3)  in calculating the Excise Tax, the payments shall be reduced
                   only to the extent necessary so that the Total Payments 
                   in their entirety constitute reasonable compensation for 
                   services actually rendered within the meaning of Code 
                   Section 280G(b)(4) or are otherwise not subject to 
                   disallowance as deductions because of Code Section 280G, 
                   in the opinion of Arthur Andersen LLP (or suitable 
                   experts selected by the Board); and

              (4)  the value of any non-cash benefit or any deferred payment
                   or benefit included in the Total Payments shall be 
                   determined by Arthur Andersen LLP (or suitable experts 
                   selected by the Board) in accordance with the principles 
                   of Code Section 280G(d)(3) and (4).

         The Company shall provide the Executive with the calculation of the
         foregoing amounts and any supporting materials as are reasonably 
         necessary for the Executive to evaluate the calculations.  All 
         calculations hereunder shall be performed by Arthur Andersen LLP 
         (or suitable experts selected by the Board).


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    8.   RESTRICTIVE COVENANTS.

         (a)  The Executive shall devote his full time, attention, and energies
              to the business of the Company.  The Executive shall not, 
              during the term of this Agreement, be engaged in any other 
              activity which interferes with the performance of his duties.

         (b)  During the term of this Agreement and the two-year period
              beginning on the Executive's Date of Termination, the 
              Executive shall not engage directly or indirectly, either as 
              an owner, principal, shareholder, agent, proprietor, director, 
              officer, employee, or adviser of (inclusive of the direct or 
              indirect holdings of his spouse, child, or parent), or 
              participate in the ownership, management, operation, or 
              control of, or have any other significant financial interest 
              in, any of the following businesses, their affiliates, or any 
              part thereof, or any successors or assigns (in whole or in 
              part) thereto:

              (1)  Arrow Electronics, Inc.;

              (2)  Avnet, Inc.;

              (3)  Bell Industries, Inc.;

              (4)  Wyle Electronics; or

              (5)  Pioneer-Standard Electronics, Inc.


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         (c)  As part of the consideration for this Agreement, the Executive
              shall not, at any time during the term of this Agreement or 
              thereafter, divulge to another person trade secrets or 
              confidential information of the Company and its affiliates 
              including, but not limited to, the Company's unique business 
              methods, processes, operating techniques, and "know-how" (all 
              of which have been developed by the Company or its affiliates 
              through substantial effort and investment), profit and loss 
              results, market and supplier strategies, customer identity and 
              needs, information pertaining to employee effectiveness and 
              compensation, inventory strategy, product costs, gross 
              margins, or any other information relating to the affairs of 
              the Company and its affiliates that he may acquire during his 
              employment with the Company.

         (d)  The Executive shall not, at any time during the term of this 
              Agreement or the two-year period beginning on the Executive's 
              Date of Termination,  solicit or induce any of the employees 
              of the Company or its affiliates to terminate their employment 
              with their employer.

    9.   REMEDIES.

         (a)  The Executive agrees that the provisions of  Section 8 are 
              necessary for the protection of the Company and that any 
              breach thereof will cause the Company irreparable damage for 
              which there is no adequate remedy at 


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              law.  The Executive consents to the issuance of an injunction in
              favor of the Company as a matter of right, enjoining the 
              breach of any of the aforesaid covenants by any court of 
              competent jurisdiction.

         (b)  Upon a breach by the Executive of any of the covenants listed in
              Section 8, the Company's obligation to make any payments or 
              provide any benefits under Section 3 which have not yet been 
              paid or provided, or to allow the Executive to exercise any 
              options the vesting of which were accelerated under Section 6 
              but which remain unexercised, shall cease and this Agreement 
              shall cease without further obligations to the Executive.

         (c)  Upon a breach by the Executive of any of the covenants listed in
              Section 8, to the extent the Company shall have paid any of 
              the compensation equivalencies described in Section 4, the 
              Executive shall pay to the Company, within 15 days of receipt 
              of written demand by the Company, the difference between the 
              amounts determined under Paragraphs (1) and (2).

              (1)  The amount determined under this Paragraph shall be
                   100 percent of the amount the Executive received as a cash
                   payment under Sections 3 and 4.


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              (2)  The amount determined under this Paragraph shall be the
                   product of 100 percent of the amount the Executive 
                   received as a cash payment under Sections 3 and 4, and a 
                   fraction.  The numerator of this fraction shall be 730 
                   less the number of days that have elapsed from the 
                   Executive's Date of Termination through the first date of 
                   the breach by the Executive of one or more of the 
                   covenants listed in Section 8. The denominator of the 
                   fraction shall be 730.

         (d)  This Section 9 shall survive the termination of this Agreement.  
              The remedies described herein, including the Company's right 
              to an injunction, shall be cumulative and in addition to 
              whatever other remedies the Company may have under this 
              Agreement or otherwise.

    10.  RIGHTS NOT EXCLUSIVE.  Nothing in this Agreement shall prevent or
         limit the Executive's continuing or future participation in any plan,
         program, policy, or practice provided by the Company or any of its
         affiliates for which the Executive may otherwise qualify.  Subject to
         Section 14(f), nothing herein shall limit or otherwise affect such
         rights as the Executive may have under any contract or agreement with
         the Company or any of its affiliates.  Amounts which are vested
         benefits or which the Executive is otherwise entitled to receive under
         any plan, policy, practice, or program of, or any contract or
         agreement with, the Company or any of its affiliates at or subsequent
         to the Date of Termination shall be payable 


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         in accordance with such plan, policy, practice, program, contract, or
         agreement except as explicitly modified by this Agreement.

    11.  FULL SETTLEMENT; LEGAL FEES.  The Company's obligation to make any
         payments required under this Agreement and otherwise to perform its
         obligations hereunder shall not be affected by any set-off,
         counterclaim, recoupment, defense, or other claim, right, or action
         which the Company may have against the Executive or others.  In no
         event shall the Executive be obligated to seek other employment or
         take any other action by way of mitigation of the amounts payable or
         benefits provided to the Executive under any of the provisions of this
         Agreement; and, except as specifically provided in Sections 5, 7,  8,
         and 9, such amounts or benefits shall not be reduced whether or not
         the Executive obtains other employment.

    12.  SUCCESSORS.

         (a)  This Agreement is personal to the Executive and, without the prior
              written consent of the Company, shall not be assignable by the 
              Executive, other than by will or the laws of descent and 
              distribution. This Agreement shall inure to the benefit of and 
              be enforceable by the Executive's legal representatives.  
              Notwithstanding the foregoing, the rights transferable, 
              assignable, or enforceable pursuant to this Subsection shall 
              only relate to benefits accrued and actually payable to the 
              Executive before his death.  The 


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              provisions of this Subsection shall not be deemed to create any 
              additional rights or benefits.

         (b)  This Agreement shall inure to the benefit of and be binding upon 
              the Company and its successors and assigns.

         (c)  The Company shall require any successor (whether direct or 
              indirect, by purchase, merger, consolidation, or otherwise) to 
              all or substantially all of the business and/or assets of the 
              Company to assume expressly and agree to perform this 
              Agreement in the same manner and to the same extent that the 
              Company would be required to perform it if no such succession 
              had taken place.  As used in this Agreement, "Company" shall 
              mean the Company as hereinbefore defined and any successor to 
              its business and/or assets as aforesaid which assumes and 
              agrees to perform this Agreement by operation of law, or 
              otherwise.

    13.  ARBITRATION.  Except for the Company's right to seek equitable relief
         as provided herein, any controversy arising out of or relating to this
         Agreement, or any written modification or extension thereof, including
         any claim for damages, whether based on contract, tort, or any theory
         of law, shall be settled by arbitration.  Such arbitration shall take
         place in Los Angeles, California, in accordance with the commercial
         rules then applicable of the American Arbitration Association.  The
         arbitrator or arbitrators sitting in any such controversy shall 


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<PAGE>

         have no power to alter or modify any express provisions of
         this Agreement or any written instrument modifying or
         extending this Agreement, or to render any award which by
         its terms effects any such alteration or modification.  The
         parties consent to the jurisdiction of the Superior Court
         of the State of California and of the U.S. District Court for
         the Central District of California for all purposes in connection
         with arbitration, including the entry of judgment on any
         award.  The parties consent that any process or notice of
         motion or other application to any of said courts, and any
         paper in connection with arbitration, may be served by
         certified mail return receipt requested or by personal
         service or in such other manner as may be permissible under
         the rules of the applicable court or arbitration tribunal,
         provided a reasonable time for appearance is allowed.  The parties
         further agree that arbitration proceedings shall be instituted
         within one year after the claimed breach shall have occurred, and
         that any failure to institute arbitration proceedings within such
         period shall constitute an absolute bar to the institution of any
         administrative, court, or arbitration proceedings and a waiver of all
         claims.  The Company shall pay all of the Executive's reasonable legal
         expenses and other reasonable costs in presenting the matter and all
         reasonable costs of the arbitrator.

    14.  MISCELLANEOUS.

         (a)  This Agreement shall be governed by and construed in accordance 
              with the laws of the State of California, without reference to 
              principles of conflict of 


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<PAGE>

              laws.  The captions of this Agreement are not part of the
              provisions hereof and shall have no force or effect.  This 
              Agreement may not be amended or modified other than by a 
              written agreement executed by the parties hereto or their 
              respective successors and legal representatives.

         (b)  All notices and other communications hereunder shall be in writing
              and shall be given by hand delivery to the other party or by
              registered or certified mail, return receipt requested, postage
              prepaid, addressed as follows:



              If to the Executive:    Henry W. Chin
                                      Vice President and Chief Financial Officer
                                      Marshall Industries
                                      9320 Telstar Avenue
                                      El Monte, CA  91731

              If to the Company:      Robert Rodin
                                      President and Chief Executive Officer
                                      Marshall Industries
                                      9320 Telstar Avenue
                                      El Monte, CA  91731

              or to such other address as either party shall have furnished to
              the other in writing in accordance herewith.  Notices and
              communications shall be effective when actually received by the
              addressee.


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<PAGE>

         (a)  The invalidity or unenforceability of any provision of this 
              Agreement shall not affect the validity or enforceability of 
              any other provision of this Agreement.

         (b)  The Company may withhold from any amounts payable under this 
              Agreement such Federal, state, local, and foreign taxes as 
              shall be required to be withheld pursuant to any applicable 
              law or regulation.

         (c)  The Executive's or the Company's failure to insist upon compliance
              with any provision of this Agreement or the failure to assert 
              any right that the Executive or the Company may have 
              hereunder, including without limitation the right of the 
              Executive to terminate employment for Good Reason and the 
              right of the Company to any remedy under Section 9, shall not 
              be deemed to be a waiver of such provision or right or any 
              other provision or right of this Agreement.

         (d)  The Executive and the Company acknowledge that, except as may 
              otherwise be provided under any other written agreement 
              between the Executive and the Company, the employment of the 
              Executive by the Company is "at will."  Prior to the Change in 
              Control Date, the Executive's employment may be terminated by 
              either the Executive or the Company at any time, in which case 
              the Executive shall have no further rights under this 
              Agreement.  From and after the Change in Control Date, this 
              Agreement 


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<PAGE>

              shall supersede any other agreement between the parties with 
              respect to the subject matter hereof.

         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
         and, pursuant to the authorization from the Board, the Company has
         caused this Agreement to be executed in its name on its behalf, all as
         of the day and year first above written.



                                        /s/ HENRY W. CHIN
                                        ----------------------------------------
                                        HENRY W. CHIN



                                        MARSHALL INDUSTRIES



                                        By /s/ ROBERT RODIN
                                           -------------------------------------
                                           ROBERT RODIN
                                           President and Chief Executive Officer


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