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                                 MARSHALL INDUSTRIES
                           NONQUALIFIED STOCK OPTION GRANT

1.  IDENTIFICATION

This Nonqualified Stock Option Grant (this "Option Grant") is made by and 
between Marshall Industries, a California corporation ("Marshall"), and SEI 
Investments BV, a Dutch limited liability company ("SEI"), as of ________, 
1997.

2.  GRANT OF OPTION

Subject to the terms and conditions of this Option Grant, Marshall hereby 
grants to SEI an option (the "Option") to purchase 874,545 shares of 
Marshall's authorized and unissued Common Stock.  The number of shares 
covered by the Option shall not exceed five percent (5%) of the issued and 
outstanding common stock of Marshall giving effect to the exercise of the 
Option.  If the number of shares covered by the Option at any time exceeds 
five percent (5%), the total number of shares shall be reduced accordingly.  
The Option is a nonqualified stock option.

3.  TERM; EXERCISE

3.1.  TERM

Subject to the terms and conditions of this Option Grant, the Option is 
immediately exercisable.  Unless previously exercised pursuant to this 
Article 3, the Option shall terminate at 5:00 p.m. Pacific time on, and shall 
not be exercisable after __________, 1999. (1)

3.2.  NOTICE OF EXERCISE

SEI shall exercise the Option by (i) notifying in writing the Secretary of 
Marshall of SEI's election to exercise the Option and stating the number of 
shares to be purchased and (ii) paying in full the purchase price as provided 
in Section 3.3.

3.3.  PAYMENT OF PURCHASE PRICE

The purchase price for any shares of Common Stock with respect to which SEI 
exercises this Option shall be $34.5685 per share and shall be paid in full 
promptly after SEI gives notice of exercise as provided in Section 3.2.  The 
purchase price shall be paid in cash or by wire transfer in United States 
Dollars to an account designated by Marshall.


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(1)  date to be two (2) years after the Grant Date.


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4.  ISSUANCE OF SHARES

Promptly after Marshall's receipt of notification of exercise provided for in 
Section 3.2 and SEI's payment in full of the purchase price, Marshall shall 
deliver, or cause to be delivered, to SEI a certificate for the whole number 
of shares with respect to which the Option is being exercised by SEI.  Shares 
issued upon exercise of the Option shall be registered in the name of SEI.  
If any law or regulation of the Securities and Exchange Commission or of any 
other federal or state governmental body having jurisdiction shall require 
Marshall or SEI to take any action prior to the issuance to SEI of the shares 
of Common Stock of Marshall specified in the written notice of election to 
exercise the Option, the date for the delivery of such shares shall be 
postponed until the completion of such action.

5.  ASSIGNMENT OR TRANSFER

This Option is not assignable or transferable.

6.  NO RIGHTS AS SHAREHOLDER

SEI shall have no rights as a shareholder with respect to shares of the 
Common Stock covered by this Option until the date of the issuance of a stock 
certificate or stock certificates evidencing issuance of such shares upon 
SEI's exercise of the Option.  No adjustment shall be made for dividends 
(ordinary or extraordinary, whether in cash, securities or other property) or 
distributions or other rights for which the record date is prior to the date 
such stock certificate or stock certificates are issued, except as provided 
in Article 7.

7.  MODIFICATION AND TERMINATION

7.1.  If the number of issued and outstanding shares of Common Stock changes 
as a result of a stock split, reverse stock split, stock dividend 
recapitalization, or any other change in the capital structure of Marshall, 
the number of shares subject to the Option and the price per share of the 
Option (but not the total price thereof) shall be adjusted so that upon 
exercise of the Option, SEI will receive the same number of shares it would 
have received had it been the holder of all shares subject to its outstanding 
Option immediately before the effective date of the change in the number of 
issued shares of Common Stock.  The adjustment shall not result in the 
issuance of fractional shares.

7.2.  If Marshall liquidates, merges, reorganizes, or consolidates with any 
other corporation in which Marshall is not the surviving corporation or 
Marshall becomes a wholly-owned subsidiary of another corporation, any part 
of the Option that has not yet been exercised shall be deemed cancelled 
unless the surviving corporation in any such merger, reorganization or 
consolidation elects to assume the Option or to issue substitute options in 
place thereof.  If the Option is to be cancelled in accordance with the 
foregoing, SEI shall have the right, exercisable during the thirty (30)-day 
period ending 


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on the thirtieth (30th) day prior to such liquidation, merger or 
consolidation, to exercise SEI's Option, in whole or in part.

7.3.  The grant of the Option shall not affect in any way the right or power 
of Marshall to make adjustments, reclassifications, reorganizations, or 
changes in its capital structure, to merge, consolidate or dissolve; to 
change its business structure; or to liquidate, sell or transfer all or any 
part of the business or assets.

8.  COMPLIANCE WITH SECURITIES LAWS

SEI acknowledges that the shares to be delivered upon exercise of the Option 
have not been registered under the Securities Act of 1933, as amended (the 
"Act") nor does Marshall have any obligation to so register such shares. 
Therefore, such shares are what is known as "lettered" or "restricted" 
securities under the Act, and as a consequence, the shares cannot be 
transferred in any manner without full compliance with all provisions of the 
Act.  At the time this Option is exercised, Marshall may require SEI to 
execute any documents or take any action which may be then necessary to 
comply with the Act and the rules and regulations adopted thereunder, or any 
other applicable federal or state laws, including the request for, and 
enforcement of, letters of investment intent and/or legal opinions from SEI's 
United States counsel that such transfer complies with the Act, such 
requirements to be determined by Marshall in its judgment as necessary to 
assure compliance with such laws.  Marshall shall not be obligated to issue 
any shares upon the exercise of this Option unless the issuance, in the 
judgment of Marshall's Board of Directors, is in full compliance with all 
applicable laws, governmental rules and regulations, any undertaking of 
Marshall made under the Act, any state securities laws, and stock exchange 
agreements of Marshall.

9.  GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws 
of the State of California.

10. INTEGRATION

This Option Grant constitutes the entire agreement between the parties 
pertaining to the subject matter hereof and supersedes all prior agreements 
and understandings of the parties in connection therewith, except for that 
certain Registration Rights Agreement dated as of September 15, 1994 by and 
between Marshall and Sonepar Electronique International ("Sonepar") which is 
being transferred from Sonepar to SEI concurrently with the execution of this 
Option Grant.

11.  AMENDMENTS; WAIVERS

This Option Grant may be amended only by agreement in writing of the parties 
hereto.  No waiver of any provision nor consent to any exception to the terms 
of this Stock 


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Option shall be effective unless in writing and signed by the party to be 
bound and then only to the specific purpose, extent and instance so provided.

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IN WITNESS WHEREOF, this Nonqualified Stock Option Grant is executed by the 
parties on the date below.

Executed on ________, 1997



Marshall Industries               SEI Investments BV

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


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