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                            REGISTRATION RIGHTS AGREEMENT


    REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of September 15, 1994
("Agreement"), by and between Marshall Industries ("Marshall") and Sonepar
Electronique International ("SEI").

                                       RECITALS

    Pursuant to that certain Nonqualified Stock Option Grant dated July 29,
1994 (the "Option Agreement") Marshall granted SEI an option to purchase shares
of Marshall Industries common stock (the "Shares"), the exact number to be
determined by formula in accordance with the Option Agreement.  All capitalized
terms used but not defined herein shall have the meaning ascribed to them in the
Option Agreement.

                                      AGREEMENTS

    In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.  DEFINITIONS.  As used in this Agreement:

    "Person" shall mean an individual, a corporation, a partnership, a trust,
an unincorporated organization or a governmental organization or any agency or
political subdivision thereof.

    "Prospectus" shall mean any prospectus which is a part of a Registration
Statement, together with all amendments or supplements thereto.

    "Registrable Stock" shall mean the Shares owned by SEI which are acquired
by SEI upon exercise of the Option; provided, however, that Registrable Stock
shall not be deemed to include any Shares after such Shares have been registered
under the Securities Act and sold pursuant to such registration or any Shares
sold, or eligible for sale, without registration under the Securities Act in
compliance with Rule 144, or pursuant to any other exemption from registration
under the Securities Act to a Person who is free to resell such shares without
registration or restriction under the Securities Act.

    "Registration Statement" shall mean any registration statement filed with
the Securities and Exchange Commission in accordance with the Securities Act,
together with all amendments or supplements thereto.


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    "Securities Act" shall mean the Securities Act of 1933, as amended, or any
federal statute or statutes which shall be enacted to take the place of such
Act, together with all rules and regulations promulgated thereunder.

    "Securities and Exchange Commission" shall mean the United States
Securities and Exchange Commission or any successor to the functions of such
agency.

    "Securities Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any federal statute or statutes which shall be enacted to take
the place of such Act, together with all rules and regulations promulgated
thereunder.

2.  REQUIRED REGISTRATION.

    a.   Subject to Section 2.b. below, upon the written request of SEI (made
at any time after the Option becomes exercisable) to register the Shares which
are acquired upon exercise of the Option, Marshall will use its best efforts to
effect the registration of Registrable Stock under the Securities Act and the
registration or qualification thereof under all applicable state securities or
blue sky laws, but only to the extent provided for in the following provisions
of this Agreement.  A request pursuant to this Section 2.a. shall state the
intended method of disposition of the Registrable Stock sought to be registered.

    b.   The foregoing registration rights of SEI shall be deemed satisfied by
Marshall when one Registration Statement respecting the Registrable Stock shall
have been filed by Marshall with and made effective by the Securities and
Exchange Commission under the Securities Act pursuant to a request made pursuant
to Section 2.a. and the offerings pursuant to each such Registration Statement
shall have been completed.

3.  REGISTRATION PROCEDURES.

    Whenever Marshall is required by this Agreement to use its best efforts to
effect the registration of any Registrable Stock under the Securities Act,
Marshall will:

    a.   As expeditiously as possible and in any event not more than ninety
(90) days after the written request for registration is given by SEI to
Marshall, prepare and file with the Securities and Exchange Commission a
Registration Statement with respect to such Registrable Stock and use its best
efforts to cause such Registration Statement to become and remain effective for
a period of not more than nine months, provided that before filing a
Registration Statement or Prospectus or any amendments or supplements thereto,
Marshall will furnish to counsel for SEI copies of all such documents proposed
to be filed, which documents will be subject to the review of such counsel;


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    b.   As expeditiously as possible, prepare and file with the Securities and
Exchange Commission such amendments and supplements to such Registration
Statement and the Prospectus used in connection therewith as may be necessary to
keep such Registration Statement effective for a period of not more than nine
(9) months and to comply with the provisions of the Securities Act with respect
to the sale or other disposition of all Registrable Securities covered by such
Registration Statement during such period in accordance with the intended method
or methods of disposition by SEI as set forth in such Registration Statement;

    c.   Furnish to SEI such number of copies of such Registration Statement,
each amendment and supplement thereto, the Prospectus included in the
Registration Statement (including each preliminary Prospectus), and such other
documents, as SEI may reasonably request in order to facilitate the public sale
or other disposition of the Registrable Securities owned by SEI;

    d.   Use reasonable efforts to register or qualify the Registrable
Securities covered by such Registration Statement under such other securities or
blue sky laws of such jurisdictions as SEI shall reasonably request, and do any
and all other acts and things which may be necessary under such securities or
blue sky laws to enable SEI to consummate the public sale or other disposition
in such jurisdiction of the Registrable Securities owned by SEI covered by such
Registration Statement; provided, however, that Marshall shall not be required
to (i) qualify to do business as a foreign corporation in any jurisdiction
wherein it would not otherwise be required to qualify but for this subparagraph,
(ii) subject itself to taxation in any such jurisdiction, or (iii) consent to
general service of process in any such jurisdiction;

    e.   Notify SEI at any time when a Prospectus relating to the Registrable
Securities of SEI covered by such Registration Statement is required to be
delivered under the Securities Act, of the happening of any event as a result of
which the Prospectus included in such Registration Statement contains an untrue
statement of a material fact or omits any fact necessary to make the statements
therein not misleading, and at the request of SEI, prepare a supplement or
amendment to such Prospectus so that, as thereafter delivered to the purchasers
of the Registrable Securities covered by such Registration Statement,
such Prospectus will not contain an untrue statement, of a material fact or
omit to state any fact necessary to make the statements therein not misleading;

    f.   Otherwise use its best efforts to comply with all applicable rules and
regulations of the Securities and Exchange Commission, and furnish to SEI at
least five (5) business days prior to the filing thereof a copy of such
Registration Statement or any Prospectus and any amendment or supplement to such
Registration Statement or Prospectus, and not file any thereof to


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which SEI shall have reasonably objected on the grounds that such document does
not comply in all material respects with the requirements of the Securities Act
or of the rules or regulations thereunder; and

    g.   Cause all such Registrable Securities covered by such Registration
Statement to be listed on the principal securities exchange on which Marshall's
common stock is then listed.

4.  EXPENSES.

    To the fullest extent allowable under applicable state securities and blue
sky laws, the following expenses incurred in effecting the registrations
provided for in Section 2(a) shall be borne and paid by Marshall: all
registration and filing fees, printing expenses, fees and disbursements of
counsel for Marshall, expenses of any audits incident to or required by any such
registration and expenses of complying with the securities or blue sky laws of
any jurisdictions pursuant to Subsection (d).

5.  PREPARATION; REASONABLE INVESTIGATION.

    In connection with the preparation and filing of the Registration Statement
under the Securities Act pursuant to this Agreement, Marshall will give SEI,
their underwriters, if any, and their respective counsel and accountants, the
opportunity to participate in the preparation of such Registration Statement,
each Prospectus included therein or filed with the Securities and Exchange
Commission, and each amendment thereof or supplement thereto, and will give each
of them such access to its books and records and such opportunities to discuss
the business of Marshall with its officers and the independent public
accountants who have certified its financial statements as shall be reasonably
necessary, in the opinion of SEI's and such underwriters' respective counsel, to
conduct a reasonable investigation within the meaning of the Securities Act.

6.  INDEMNIFICATION.

    a.   In the event of any registration of any of its Securities under the
Securities Act pursuant to this Agreement, Marshall, to the extent permitted by
law, shall indemnify and hold harmless SEI, each underwriter (as defined in the
Securities Act), each other Person who participates in the offering of such
Securities, and each other Person, if any, who controls (within the meaning of
the Securities Act) SEI, such underwriter or participating Person, against any
losses, claims, damages or liabilities, joint or several, to which SEI, such
underwriter, participating Person or controlling Person may become subject under
the Securities Act or any other statute or at common law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon (1) any alleged untrue statement of any material


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fact contained, on the effective date thereof, in any Registration Statement 
under which such Securities were registered under the Securities Act, any 
preliminary Prospectus or final Prospectus contained therein, or any summary 
Prospectus issued in connection with any Securities being registered, or any 
amendment or supplement thereto, or (2) any alleged omission to state in any 
such document a material fact required to be stated therein or necessary to 
make the statements therein not misleading, and shall reimburse SEI, or any 
such underwriter, participating Person or controlling Person for any legal or 
other expenses reasonably incurred by SEI, such underwriter, participating 
Person or controlling Person in connection with investigating or defending 
any such loss, damage, liability or action; provided, however, that Marshall 
shall not be liable to SEI, or any such underwriter, participating Person, or 
controlling Person in any such case to the extent that any such loss, claim, 
damage or liability arises out of or is based upon any alleged untrue 
statement or alleged omission made in such Registration Statement, 
preliminary Prospectus, summary Prospectus, Prospectus, or amendment or 
supplement thereto in reliance upon and in conformity with written 
information furnished to Marshall by SEI specifically for use therein.

    b.   SEI indemnifies and holds harmless Marshall, its directors and
officers, each underwriter (as defined in the Securities Act), and each other
Person, if any, who controls (within the meaning of the Securities Act),
Marshall or any underwriter against any losses, claims, damages, or liabilities,
joint or several, to which Marshall, any such director or officer, any such
underwriter, or any such Person may become subject under the Securities Act or
any other statute or at common law, in so far as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (1)
any alleged untrue statement of any material fact contained, on the effective
date thereof, in any Registration Statement under which Registrable Stock is
registered under the Securities Act at the request of SEI, any preliminary
Prospectus or final Prospectus contained therein, or any summary Prospectus
issued in connection with any such Securities being registered, or any amendment
or supplement thereto, or (2) any alleged omission to state in any such document
a material fact required to be stated therein or necessary to make the
statements therein not misleading, in either case to the extent, and only to the
extent, that such alleged untrue statement or alleged omission was made in such
Registration Statement, preliminary Prospectus, summary Prospectus, Prospectus,
amendment or supplement in reliance upon and in conformity with written
information furnished to Marshall by SEI specifically for use therein.

    c.   Any Person which proposes to assert the right to be indemnified under
subsections a. or b. of this Section 6 shall, promptly after receipt of notice
of commencement of any action, suit or proceeding against such Person in respect
of which a claim


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is to be made against an indemnifying Person under such subsections a. or b.,
notify each such indemnifying Person of the commencement of such action, suit or
proceeding, enclosing a copy of all papers served. The indemnifying Person shall
have the right to investigate and defend any such loss, claim, damage, liability
or action and to employ separate counsel in any such action and to control the
defense thereof. The Person claiming indemnification shall have the right to
employ separate counsel in any such action and to control the defense thereof,
but the fees and expenses of such counsel shall not be at the expense of the
Person against whom indemnification is sought.

    d.   The indemnification provided for under this Section 6 will remain in
full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such
indemnified party and will survive the transfer of Registrable Securities.

7.  MARKET STAND-OFF.

    SEI agrees not to make a demand for registration under Section 2. of this
Agreement during the one hundred and eighty (180) day period following the
effective date of a registration statement of Marshall filed under the
Securities Act in connection with a public offering of Marshall's Common Stock,
if so requested by Marshall. Marshall will be required to make said request to
SEI within thirty (30) days after the filing of the Registration Statement in
connection with the public offering of Marshall's Common Stock, failing which
SEI will not be subject to the foregoing restrictions with respect to that
public offering. Marshall may impose stop-transfer restrictions with respect to
such Securities, subject to the foregoing restrictions to the end of such
period.

8.  ASSIGNABILITY OF REGISTRATION RIGHTS.

    The registration rights set forth in this Agreement shall not be
assignable.
 
9.  SEVERABILITY.

    Whenever possible, each provision of this Agreement will be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under
applicable law, such provision will be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of the Agreement.


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10. COUNTERPARTS.

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

11. ENTIRE AGREEMENT.

    This Agreement constitutes the entire agreement by and among the parties
hereto with respect to SEI's registration rights with respect to the Shares
acquired upon exercise of the Option.

12. AMENDMENTS AND GOVERNING LAW.

    This Agreement may be amended, modified or supplemented only by a written
instrument executed by Marshall and SEI. This Agreement shall be governed by and
construed in accordance with the laws of the State of California applicable to
contracts made and to be performed in that state.

    IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the day and year first written above.

                                       MARSHALL INDUSTRIES


                                       By: /s/ Robert Rodin
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                                           Robert Rodin, President

                                       SONEPAR ELECTRONIQUE INTERNATIONAL


                                       By: /s/ Jose Menendez
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                                          Its: Jose Menendez Pdt Directoire
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