<PAGE>

                                                                    EXHIBIT 4.10

Private and Confidential

                               Dated [13 Nov]1998

                               PREMIER FARNELL PLC

                                      -and-

                               JOHN RAYMOND HIRST

                               SERVICE AGREEMENT

<PAGE>

                                     INDEX

<TABLE>
<CAPTION>
CLAUSE
------
<S>                         <C>
  1                         INTERPRETATION

  2                         APPOINTMENT AND TERM OF EMPLOYMENT

  3                         DUTIES OF THE EXECUTIVE

  4                         HOURS OF WORK

  5                         SALARY, BONUS, BENEFITS, ETC

  6                         PLACE OF WORK

  7                         TERMINATION OF (AND SUSPENSION FROM) EMPLOYMENT

  8                         RECONSTRUCTION

  9                         RESIGNATION ON TERMINATION

  10                        CONFIDENTIAL INFORMATION

  11                        OTHER BUSINESS INTERESTS

  12                        POST-TERMINATION COVENANTS

  13                        MISREPRESENTATION

  14                        DISCIPLINE AND GRIEVANCE PROCEDURE

  15                        INVENTIONS AND COPYRIGHT

  16                        PREVIOUS AGREEMENTS

  17                        GENERAL

  18                        NOTICES

  19                        LAW AND JURISDICTION
</TABLE>

<PAGE>

DATED AND DELIVERED: [ ]199[ ]

PARTIES:

(1)   PREMIER FARNELL plc (No.876412) whose registered office is at Farnell
      House, Forge Lane, Leeds, West Yorkshire LS12 2NE ("the Company"); and

(2)   Mr John Raymond Hirst of 53B Windsor Road, Maidenhead, Berkshire SL6 2DN
      ("the Executive").

THE PARTIES AGREE as follows:-

1.    INTERPRETATION

1.1   Where reference in this Agreement and the Schedule is made to a statutory
      provision this includes all prior and subsequent enactments, amendments
      and modifications relating to that provision and any regulations made
      under it.

1.2   References in this Agreement to "Clauses", "sub-clauses" and "Schedule"
      are to Clauses, Sub-Clauses and Schedule to this Agreement unless
      otherwise specified.

1.3   Unless otherwise required words denoting the singular include the plural
      and vice versa.

1.4   Clause headings are included in this Agreement for convenience only and do
      not affect its construction.

1.5   In this Agreement and the Schedule these words shall have the following
      meanings:-

Word                                              Meaning

"Associated Company"        (i) a company (wheresoever incorporated) having
                            an issued share capital of which 25% is beneficially
                            owned by the Company or any Group Company (as herein
                            before defined) such ownership being held directly
                            or through another company or companies; or

                            (ii) a company (wheresoever incorporated) to which
                            the Company or any Group Company renders any
                            managerial, administrative or technical services.

"the Board"                 the board of Directors of the Company from time to
                            time and any committee of the Board appointed by it;

"Copyright"                 copyright, design right and all other rights of a
                            like nature;

"Copyright Work"            any works including but not limited to literary,
                            dramatic, musical or artistic works, sound
                            recordings, films,

<PAGE>
                              broadcasts or programmes, typographical
                              arrangements and design which are created during
                              the course of this Agreement by the Executive
                              alone or jointly together with others who are in
                              the employment of the Company relating directly or
                              indirectly to any aspect of the business of the
                              Company and where Copyright subsists in or in
                              respect of such works;

   "Group Company"            the Company and any subsidiary or holding company
                              (as these expressions are respectively defined in
                              Section 736 of the Companies Act 1985 as amended
                              by the Companies Act 1989) of the Company from
                              time to time or any subsidiary (as so defined) of
                              any such holding company from time to time and any
                              Associated Company as above defined;

   "the Group"                the group of companies comprising every Group
                              Company;

   "Invention"                any invention, discovery or improvement which
                              relates, or which may relate, to any product,
                              service, process, equipment, system or activity of
                              the Company and of any Group Company;

   "Original Copyright Work"  the first and original Copyright Work in whatever
                              form;

   "recognised investment     shall bear the meaning attributed to it under
   exchange"                  Section 207 of the Financial Services Act, 1986.

2.    APPOINTMENT AND TERM OF EMPLOYMENT

      2.1   This Agreement contains the entire and only agreement and will
      govern the relationship between the Company and the Executive from the
      date of the Agreement in substitution for all previous agreements and
      arrangements whether written, oral or implied between the Company or any
      Group Company and the Executive relating to the services of the Executive
      all of which will be deemed to have terminated by consent with effect from
      the date of the Agreement. The Executive and the Company acknowledge that
      in entering into this Agreement neither has relied on any representation
      or undertaking by the other whether oral or in writing except as expressly
      incorporated in this Agreement.

2.2   The Executive shall be employed by the Company in the capacity of GROUP
      CHIEF EXECUTIVE and in any other roles indicated in Part B of the Schedule
      attached (subject to this Agreement) with effect from 2nd July 1998 and
      thereafter until and unless this employment is terminated by the Company
      giving to the Executive the notice specified in Section 1 of Part E of the
      Schedule attached or the Executive giving to the Company the notice
      specified in Section 2 of Part E of the Schedule attached or otherwise
      provided for in this Agreement but subject always to the provisions for
      prior or immediate determination herein contained.

<PAGE>

2.3   The Executive agrees that at its absolute discretion the Company may
      terminate the Executive's employment under this Agreement with immediate
      effect by paying to the Executive in full and final settlement of all
      claims which he has or may have against the Company or any director,
      employee or agent of the Company or any Group Company under or arising out
      of his employment with the Company or any such Group Company, the
      termination of his employment or otherwise salary (less PAYE deductions)
      in lieu of the balance of the notice period or remainder of the notice
      period if at the Company's request the Executive has worked during part of
      the notice period.

2.4   Without prejudice to Clause 3 after notice of termination has been given
      by either party pursuant to Clause 2.2 or if the Executive seeks to or
      indicates an intention to resign as a director of the Company or any Group
      Company or terminate his employment, provided that the Executive continues
      to be paid and enjoys his full contractual benefits until his employment
      terminates in accordance with the terms of this Agreement, the Board may
      in its absolute discretion without breaking the terms of this Agreement or
      giving rise to any claim against the Company or any Group Company for all
      or part of the notice period:-

      (i)   exclude the Executive from the premises of the Company and/or any
            Group Company;

      (ii)  require him to carry out specified duties (consistent with the
            Executive's status, role and experience) for the Company other than
            those referred to in Clause 3 or to carry out no duties;

      (iii) announce to employees, officers, suppliers, customers and The London
            and New York Stock Exchanges that he has been given notice of
            termination or has resigned (as the case may be);

      (iv)  instruct the Executive not to communicate orally or in writing with
            suppliers, customers, employees, agents or representatives of the
            Company or any Group Company until his employment hereunder has
            terminated.

3.    DUTIES OF AN EXECUTIVE

3.1   In his capacity as GROUP CHIEF EXECUTIVE of the Company the Executive
      shall be responsible to the Board for the duties described and shown in
      Part B of the Schedule attached or in such other capacity as the Company
      and any Group Company may require consistent with his appointment
      hereunder subject to the terms of this Agreement.

3.2   The Executive may be required to perform services not only for the Company
      but also for any Group Company and any Associated Company and without
      further remuneration (except as may otherwise be agreed) to accept such
      offices with them as the Board may require and to forthwith relinquish
      such offices on request (by written resignation if required by the Board)
      without compensation. During the course of his employment the Executive
      shall use his best endeavours to promote the interests of the Company and
      any Group Company, giving at all times the full benefit of his knowledge,
      expertise and skill. He shall perform the duties and exercise the powers
      consistent with such office and those which may from time to time be
      assigned to or vested in him by the Board and shall give to the Board all
      such information regarding the affairs of the Company as

<PAGE>

      it shall require and shall at all times conform to the reasonable
      instructions or directions of the Board and implement and apply the policy
      of the Company as determined by the Board from time to time.

4.    HOURS OF WORK

      The Executive shall, unless prevented by ill-health and except during
      holidays (to be taken in accordance with the provisions set out in the
      Schedule attached), devote the whole of his working time skill and
      attention to the service of the Company. The normal business hours of the
      Company are as stated in Part C of the Schedule hereto but the Executive
      shall work such further hours as may be reasonably necessary for the
      proper discharge of his duties and he shall not be entitled to receive any
      additional remuneration for work outside normal business hours (except as
      may otherwise be agreed).

5.    SALARY, BONUS, BENEFITS, ETC

      During the continuance of his employment the Executive shall be paid in
      accordance with the provisions set out in Parts A, B, C and D of the
      Schedule attached hereto and which forms a part of this Agreement.

6.    PLACE OF WORK

      The Executive's duties shall relate primarily to the United Kingdom and
      the United States and shall include travel abroad if required by the
      Company. The Executive's principal place of work shall be at one of the
      locations specified in Part C of the Schedule. At the date of this
      Agreement it is acknowledged that the Executive's normal place of
      residence is in Maidenhead, Berkshire (UK) and accordingly it is agreed
      that in the event the Board and Executive agree that the Executive's
      principal place of work should be Wetherby and not London then the
      Executive shall relocate to a place nearer to Wetherby and the Company
      shall give such financial assistance in relation to the expenses incurred
      by the Executive in relocating from Maidenhead, Berkshire (UK) to a place
      nearer to Wetherby as the Company shall deem fair and reasonable and as
      laid down in guidelines presently approved by the Board (but which the
      Board reserves the right on behalf of the Company to amend from time to
      time).

      In addition the Company reserves the right to change the Executive's
      principal place of work from that specified in Part C of the Schedule to
      any other location within the United Kingdom. In the event that the
      Company requires the Executive to work principally at a different location
      which in the opinion of the Board is situated at a substantially greater
      distance from his normal place of residence than is his principal place of
      work as at the date hereof, the Company may elect that the Executive shall
      for the better performance of his duties relocate himself and change his
      normal place of residence to a place nearer to his new principal place of
      work in which case the Executive shall be given such financial assistance
      in relation to the expenses incurred by the Executive in effecting such
      change as the Company shall deem fair and reasonable and as laid down in
      guidelines presently approved by the Board (but which the Board reserves
      the right on behalf of the Company to amend from time to time).

<PAGE>

      In the event that the Executive shall decline to relocate himself and
      change his normal place of residence the Company shall be entitled to
      terminate this Agreement by the notice specified in Section 3 of Part E of
      the Schedule. During his employment the Executive shall travel at the
      Company's expense (subject to Clause 3 of Part A of the Schedule) to such
      places and in such manner as the Board may reasonably require.

7.    TERMINATION OF AND SUSPENSION FROM EMPLOYMENT

7.1   Notwithstanding any other provision of this Agreement, the Executive's
      employment shall terminate automatically and without prior notice if the
      Executive shall reach the retirement age applicable to the Executive as
      specified in Part C of the Schedule attached hereto.

7.2   Notwithstanding any other provision of this Agreement, if the Executive
      shall:-

      7.2.1 fail or neglect efficiently and diligently to carry out his duties
            or be guilty of any material or persistent breach or non-observance
            of any of the provisions of this Agreement;

      7.2.2 be guilty of gross misconduct, or serious incompetence or does or
            omits to do anything else which is seriously prejudicial to the
            interests of the Company or any Group Company or acts in a manner
            which adversely prejudices or because of his behaviour is likely to
            prejudice adversely the interests or reputation of the Executive,
            the Company or any Group Company.

      7.2.3 is charged with/convicted of any criminal offence (excluding (1) an
            offence under road traffic legislation in the United Kingdom and
            elsewhere for which he is not sentenced to any term of imprisonment
            whether immediate or suspended and (2) any offence which in the
            opinion of the Board is a technical infringement of UK or foreign
            laws committed without intention by the Executive during the bona
            fide performance of his duties for the Company); or

      7.2.4 be made the subject of a bankruptcy order or have a receiving order
            or an administration order made against him or make any composition
            with his creditors or otherwise take advantage of any statute from
            time to time in force offering relief for insolvent debtors;

      7.2.5 becomes prohibited by law from being a director

      the Company may in any such case by written notice to the Executive
      forthwith terminate the Executive's employment (notwithstanding that the
      Company may have allowed any time to elapse or on a former occasion may
      have waived its rights under this clause) without any obligation to pay
      any farther sums to the Executive other than in respect of unpaid salary,
      bonus, benefits and expenses whether by way of compensation, damages or
      otherwise in respect of any notice period or any unexpired period of this
      Agreement, provided that any such termination shall be without prejudice
      to any other rights of the Company.

<PAGE>

7.3   It shall be a fundamental term of this Agreement that the Executive
      complies at all times with every rule of law, every regulation of the
      London and New York Stock Exchanges and any instructions on share dealings
      in the shares of the Group's ultimate parent company, which are issued to
      the Executive by the Group Company Secretary. Breach of such instructions
      by the Executive shall constitute "gross misconduct" for the purpose of
      clause 7.2 above.

7.4   If the Executive shall become unable properly to perform his duties by
      reason of ill-health, (which for the avoidance of doubt shall include
      mental illness), accident or otherwise for a period or periods aggregating
      at least 140 working days in any period of 12 consecutive calendar months
      then the Company may, by not less than 3 months' prior written notice to
      the Executive, terminate the Executive's employment provided that no such
      notice shall be given after the expiration of six months from the end of
      any such period or, if more than one, the last of such periods aggregating
      at least 140 working days.

7.5   In order to investigate a complaint of misconduct made against the
      Executive the Company shall be entitled to suspend the Executive from his
      duties on full pay and with full entitlement to all other benefits under
      this Agreement for such period as the Board shall consider reasonably
      necessary in order to facilitate a proper investigation of such complaint
      and to require the Executive to stay away from any premises, employees,
      officers, customers and clients of the Company or of any Group Company or
      of any Associated Company. The Company shall nevertheless make available
      to the Executive, on request, such documentation reasonably requested by
      the Executive for the purposes of defending the complaint of misconduct.

7.6   Forthwith upon being requested by the Company and in any event upon
      determination of the Executive's employment for whatever reason the
      Executive shall deliver to the Company all books, documents, software,
      papers (including copies), materials, keys and other property of, or
      relating to, the business of the Company or of any Group Company or of any
      Associated Company then in his possession or which are or were last under
      his power or control (and which in the latter case cannot be demonstrated
      to be in the Company's possession) including, without limitation, any car,
      credit card or charge card provided in connection with his employment.

8     RECONSTRUCTION

      If the Executive's employment is terminated by reason of the liquidation,
      reorganisation or other reconstruction of the Company or any other Group
      Company or any Associated Company or as part of any other rearrangement of
      the affairs of the Company or any such Group or Associated Company (not
      involving liquidation of the Company or any such Group or Associated
      Company) and the Executive is offered employment with a reconstructed
      company or with another Group or Associated Company, or any person, firm,
      company or organisation which acquires the Company or any Group or
      Associated Company, or which acquires the whole or a substantial part of
      the undertaking or business of the Company as a result of such sale or of
      such amalgamation or reconstruction on terms no less favourable than the
      terms of this Agreement, the Executive shall have no claim against the
      Company or any such other Group Company or Associated Company in respect
      of the termination of his employment and shall be obliged to accept such
      offer. After acceptance of such offer (but not otherwise) the Executive's
      period of statutory continuity of employment shall be treated

<PAGE>

      as unbroken by the events contemplated by this Clause.

9     RESIGNATION ON TERMINATION

      9.1   Upon the termination of this Agreement the Executive shall at the
            request of the Board and without claim for compensation forthwith
            resign from all offices held by him in any Group Company and any
            Associated Company and the Company is irrevocably authorised to
            appoint a nominee to act on his behalf to execute all documents and
            to do all things necessary to give effect to this provision.

      9.2   Except with the prior written agreement of the Board the Executive
            will not during his employment under this Agreement resign his
            office as a Director of the Company or any Group Company.

10    CONFIDENTIAL INFORMATION

10.1  The Executive acknowledges that in the ordinary course of his employment
      he will be exposed to information about the Company's business and the
      business of other Group Companies and that of the Company's and the Group
      Companies' suppliers and customers which amounts to a trade secret, is
      confidential or is commercially sensitive and which may not be readily
      available to others engaged in a similar business to that of the Company
      or any of the Group Companies or to the general public and which if
      disclosed will be liable to cause significant harm to the Company or such
      Group Companies. The Executive has therefore agreed to accept the
      restrictions in this Clause 10. The Executive shall not, either during the
      continuance of his employment under this Agreement (except so far as may
      be necessary in the performance of his duties) or afterwards, without the
      prior consent in writing of the Board or except as required by law,
      divulge to any person or use or exploit except for the benefit of the
      Company or any Group Company and any Associated Company and shall use all
      reasonable endeavours to prevent the publication or disclosure of, any
      confidential information.

10.2  For the purposes of this clause "confidential information" shall comprise
      all information which is identified or treated by the Company as
      confidential or which by reason of its character or the circumstances or
      manner of its disclosure is evidently of such a nature, concerning the
      business, finances, transactions or affairs of the Company and any other
      Group Company or any Associated Company or those of its or their customers
      or agents which has or may come to his knowledge during the course of his
      employment under this Agreement or during his previous employment with any
      Group Company or Associated Company.

10.3  The restrictions contained in this clause shall cease to apply to
      information which may (otherwise than through the default of the
      Executive) become available to the public generally.

10.4  The provisions of this Clause 10 are without prejudice to the duties and
      obligations of the Executive to be implied into this Agreement at common
      law.

<PAGE>

11    OTHER BUSINESS INTERESTS

      The Executive shall not during the continuance of his employment without
      the prior consent in writing of the Board accept any directorships (other
      than directorships of any Group Company) or be concerned or interested
      directly or indirectly in any other business whatsoever. Nothing in this
      clause shall prevent the Executive from holding or being beneficially
      interested in shares or securities quoted on any recognised investment
      exchange provided that he neither holds nor is beneficially interested in
      more than five per cent of any single class of any such shares of
      securities.

12    POST-TERMINATION COVENANTS

      The Executive shall be bound by the post termination covenants applicable
      to him and set out in Part F of the Schedule hereto.

13    MISREPRESENTATION

      The Executive shall not at any time knowingly make any untrue statement in
      relation to the Company or any other Group Company and in particular shall
      not after the termination of his employment wrongfully represent himself
      as being employed by, or connected with, the Company or any other Group
      Company.

14    DISCIPLINE AND GRIEVANCE PROCEDURE

      The disciplinary rules applicable to the Executive's employment shall be
      those set out in the Appendix but do not form part of this Agreement and
      therefore do not form part of the Executive's contract of employment.

      If the Executive is dissatisfied with any disciplinary decision or seeks
      redress in respect of any grievance relating to his employment he should
      raise the matter in writing with the Chairman of the Company.

15    INVENTION AND COPYRIGHT

15.1  It shall be part of the duties of the Executive at all times to consider
      in what manner the products, services, processes, equipment, systems or
      activities of the Company or of any other Group Company or any Associated
      Company with which he is concerned or for which he is responsible might be
      unproved and/or increased.

15.2  If at any time during the course of his employment the Executive alone or
      with others makes or discovers any Invention he shall forthwith disclose
      full particulars of the same, including drawings and models to the
      Company.

15.3  The Executive agrees and acknowledges that, because of the nature of his
      duties and the particular responsibilities arising from them, he has at
      all times a special obligation to further the interests of the Company,
      and all Inventions and all rights in them made in the course of the duties
      of the Executive shall accordingly belong to the Company.

<PAGE>

15.4  The Executive shall promptly disclose to the Company all Copyright Work
      and shall until such rights be fully and absolutely vested in the Company
      hold such interest as he may have in trust for the Company.

15.5  In consideration of the payment of L1.00 by the Company to the Executive
      (the receipt and sufficiency of which is now acknowledged by the
      Executive) the Executive HEREBY ASSIGNS to the Company such rights, title
      and interest as he may have in and to any Copyright which may subsist in
      or in respect of any Copyright Work.

15.6  Unless otherwise agreed between the Executive and the Company the
      Executive now waives any and all moral rights (as created by Chapter IV of
      the Copyright, Design and Patents Act 1988).

15.7  The Executive shall at the request and expense of the Company:-

      15.7.1 execute on demand all such instruments and do all such things as
             the Company may, in its absolute discretion, consider to be
             reasonably necessary or desirable to enable it or its nominee to
             acquire the full benefit of and title to any Invention or Copyright
             Work (and any and all rights in respect thereof) to which the
             Company is entitled and to secure any registration or like
             protection for such Invention or Copyright in any part of the world
             (including but not limited to, patents, utility models and
             registered designs); and

      15.7.2 for a period not exceeding five years from the date of termination
             of this Agreement (howsoever arising) give to the Company or any
             successor in title therefrom such assistance (the reasonable and
             necessary expenses of the Executive to be discharged by the Company
             in relation thereto) (provided the same are evidenced by
             satisfactory receipts) as it may require in connection with any
             dispute or threatened dispute directly or indirectly relating to
             any Invention or Copyright Work or any associated right or
             registration or other protection in respect thereof (including but
             not limited to the execution of documents, the swearing of any
             declarations or oaths, the providing of information and the
             participation in any proceedings before any Court or tribunal).

15.8  The Executive irrevocably appoints the Company to be his attorney in his
      name and on his behalf to execute all such documents and to do all such
      acts as may be necessary to give effect to the provisions of this clause.

15.9  Nothing in this clause shall be taken as limiting or as being an exception
      to the obligations of the Executive pursuant to clause 10 above.

16    PREVIOUS AGREEMENTS

      All previous agreements or arrangements between the Executive and any
      Group Company relating to the employment of the Executive shall be deemed
      to be cancelled.

<PAGE>

17    GENERAL

17.1  The Executive acknowledges that in accepting the Company's offer of
      employment he will not thereby breach any other contract of employment or
      otherwise and he hereby agrees to indemnify the Company against all costs,
      claims or demands suffered by it as a result of any alleged breach of
      contract by the Executive arising out of the acceptance of such offer by
      him.

17.2  No amendment to this Agreement shall be effective unless made in writing
      and signed by or on behalf of each of the parties.

17.3  The complete or partial invalidity or unenforceability of any provision of
      this Agreement for any purpose shall in no way affect the validity or
      enforceability of such provision for any other purpose or the remaining
      provisions of this Agreement.

17.4  The information in this Agreement and the Schedule attached constitutes a
      written statement of the terms of employment of the Executive in
      accordance with the provisions of the Employment Rights Act 1996 (as
      amended).

17.5  No waiver by the Company of any breach by the Executive of the terms of
      this Agreement, whether by conduct or otherwise, nor any failure or
      forbearance or delay by the Company in exercising any of its right or
      remedies shall be deemed a waiver of any such breach nor shall it prevent
      the Company from subsequently taking any action or making any claim in
      respect of such breach.

18    NOTICES

      Any notice to be given by either party to the other may be served by first
      class recorded delivery post addressed to the other party, in the case of
      the Company at its registered office or in the case of the Executive at
      his last known residential address. Any notice so given shall be deemed to
      have been served at the expiration of 48 hours from the time of posting.

<PAGE>

19    LAW AND JURISDICTION

19.1  This Agreement shall be governed by English Law.

19.2  The English Courts shall have exclusive jurisdiction over any dispute or
      claim arising in connection with this Agreement.

EXECUTED AS A DEED by the parties on the date which first appears in this
deed

EXECUTED (but not delivered                             )
until the date hereof) as a deed                        )
by affixing the Common Seal of                          )
PREMIER FARNELL PLC                             )
in the presence of:- K.J. MULLEN                        )
                     A.C. FISHER

/s/ A.C. Fisher
----------------------------
       Director

/s/ K.J. Mullen
----------------------------
        Secretary

SIGNED (but not delivered                                 )
until the date hereof) as a deed                          )
by /s/ John Raymond Hirst                       )
   -------------------------
       John Raymond Hirst

in the presence of:-                                      )

Witness:                    CAROLINE HIGGINS

Signature:                  /s/ CAROLINE HIGGINS

Address:                    18 Talbot View, Leeds LS4 2RQ

Occupation:                 Assistant Company Secretary

                                                   [SEAL OF PREMIER FARNELL PLC]

<PAGE>

                                               Date of Issue: (13 November 1998)

                                                          To: John Raymond Hirst

                            [                       ]

                                  THE SCHEDULE

This schedule consists of six parts:-

PART A    -      Salary and other benefits

PART B    -      Job roles and responsibilities amended as alterations are made

PART C    -      Terms

PART D    -      Financial data - updated annually

PART E    -      Notice provisions

PART F    -      Post termination covenants applicable to the Executive

<PAGE>

                                     PART A

                               SALARY AND BENEFITS

1.    SALARY

      Salary is payable for the Company's year ending January and will be
      continued at the same monthly rate until the salary review is completed
      for that year end. Unless the Company otherwise directs, any increase
      resulting from such review will be effective from the beginning of the
      Company's then financial year. Salary is paid I monthly in arrears on the
      last Friday of each month. Details are shown in Parts C and D of this
      Schedule.

      The Executive hereby consents to the deduction from his salary (which for
      this purpose includes salary, pay in lieu of notice, bonus, holiday pay
      and sick pay) of any sums owing by him to the Company at any time and he
      also agrees to make any payment to the Company of any sums owed by him to
      the Company upon demand by the Company at any time. This sub-clause is
      without prejudice to the right of the Company to recover any sums or
      balance of sums owing by the Executive to the Company by legal
      proceedings.

2.    BONUS

      The Executive is entitled to a bonus each year on the formula set out in
      Part D of this Schedule in respect of each financial year of the Company,
      subject to periodic reviews. Any bonus entitlement for any financial year
      will be paid within three months of the end of the financial year in
      question. There will be appropriate adjustments to reflect any change in
      the Company's financial year end. Bonus will accrue on a pro/rata basis to
      the nearest whole month where the Executive has not been employed under
      this Agreement for the entire financial year to which the bonus relates.
      The Executive shall not however be entitled to a proportion of such bonus
      in respect of the financial year in which the employment is terminated,
      save for where the employment is terminated wrongfully and in breach of
      contract by the Company and in all other cases at the discretion of the
      Board whose decision as to payment and amount shall be final.

3.    EXPENSES

      Upon presentation of such receipts and vouchers as are reasonably required
      by the Company or its auditors for the time being the Company (or another
      company comprised within the Group) shall pay to the Executive the amount
      of all hotel, travelling, entertainment and other out of pocket expenses
      reasonably and properly incurred by him carrying out his duties. Any
      credit card or charge card supplied to the Executive by the Company shall
      be used solely for expenses incurred by him in carrying out his duties
      under the attached Agreement.

<PAGE>

4.    COMPANY CARS

      A car or an increase in salary in lieu of a car will be provided to the
      Executive. The car, if provided, will belong to the Company and will be
      returned to the Company on the date the Executive leaves the Company with
      its keys and all documents relating to it. Details as appropriate are
      shown on Schedule D.

      The Executive will take good care of the motor car and procure that the
      provisions and conditions of any policy of insurance relating to it are
      observed in all respects and will at all times conform with all
      regulations which may from time to time be imposed by the Company in
      regard to motor cars provided by the Company for use by its officers or
      employees.

5.    HOLIDAY

      The Company's holiday year runs from 1 January to 31 December. The
      Executive is entitled to holidays as detailed on Schedule C. Any
      entitlement to holiday remaining at the end of any holiday year of the
      Executive's employment shall lapse without entitlement to payment in lieu
      of untaken holiday except on termination of employment, other than
      dismissal in accordance with Clause 7.2 (as supplemented by Clause 7.3) of
      the Agreement or where due notice in accordance with the attached
      Agreement is not given.

      The Executive's entitlement to holiday shall accrue pro rata to the
      nearest whole day throughout each holiday year of the Executive's
      employment.

      Upon termination of his employment for whatever reason the Executive shall
      be entitled to holiday pay in lieu of holiday entitlement outstanding,
      except where either the Executive has been dismissed in accordance with
      Clause 7.2 (as supplemented by Clause 7.3) of the Agreement or has failed
      to give due notice in accordance with the attached Agreement, and shall be
      required to repay to the Company any salary received for holiday pay taken
      in excess of his actual entitlement.

6     PENSION

i)    The Executive shall be eligible to join the Farnell Group of Companies
      1978 Retirement and Death Benefit Scheme ("the Scheme") as an Executive
      Employee up to the Inland Revenue capped level of earnings
      (currently L87,600 per annum). The Rules of the Scheme (incorporating
      any changes from time to time made therein) are available for inspection
      at the office of the Group Secretary, Premier Farnell plc at any time upon
      reasonable notice. The Executive's contribution to the Scheme is 5% of
      basic salary (excluding any bonus payment) deducted monthly from pay, but
      excluding that part of gross earnings in excess of the figure which the
      Inland Revenue permits to be taken into account for the purposes of member
      contributions as a condition of tax approval of the Scheme.

<PAGE>

ii)   During the Executive's employment, the Company shall, in accordance with
      and subject to the provisions of the Trust Deed and Rules governing the
      Scheme pay or procure payment to that Scheme of such employer's
      contributions in respect of the Executive as shall be stipulated by such
      Trust Deed or Rules and acting on the advice of the Scheme's actuary.

iii)  In addition to the contributions payable under the terms of Clause 6(ii),
      the Company shall pay or procure the payment each year into a Funded
      Unapproved Retirement Benefit Scheme (FURBS), established for the
      Executive, further defined contributions, as determined by the actuary to
      the Scheme, which in aggregate with the sums paid into the Scheme by the
      Company and Executive, are designed to provide a benefit, inclusive of
      retained benefits from the Executive's previous employment of two thirds
      of final salary at normal retirement age as set out in Part C of the
      Schedule. The FURBS will provide benefits on a money purchase basis.

iv)   A contracting-out certificate within the meaning of the Social Security
      Pensions Act 1975 is in force in respect of the Executive's employment.

7.    SICK PAY SCHEME

      In addition to the contributions payable under the terms of Clause 6(i)
      above the Executive is covered under the standard Group Scheme for 28
      weeks at full salary. Payments under the Group Scheme are inclusive of
      entitlement to statutory sick pay (whether or not recovered) under the
      then current Social Security Acts. The Company also reserves the right to
      deduct from any such payment entitlement to any other benefit from any
      applicable authority, whether or not such benefit is actually received.
      The Company reserves the right to vary and/or terminate this Scheme from
      time to time by giving SIX months' prior written notice of any termination
      or material variation.

      If the Executive shall at any time be incapacitated by illness or accident
      from performing his duties then he shall as soon as possible and, if
      practicable, by 10.00 am on the first working day of incapacity inform a
      Director or the Group Secretary of such illness or accident and of the
      expected date of his return to work.

      Immediately following the Executive's return to work after a period of
      absence of seven days or less which, or any part of which, has not
      previously been authorised by the Company the Executive shall be required
      on request by the Company to complete a self-certification form in the
      terms of the form which shall be provided stating the date of, and the
      reason for, the Executive's absence, including details of sickness on
      non-working days, as this information is required by the Company for
      calculating statutory sick pay entitlement Self-certification forms will
      be retained in the Company's records.

      The Executive shall, if so required by the Company, produce a doctor's
      certificate verifying that any absence from work is due to accident or ill
      health and in default such absence shall be deemed to be unjustified.

      For the purposes of calculation of Statutory Sick Pay the days on which
      the Executive could qualify for payments are: Monday, Tuesday, Wednesday,
      Thursday and Friday.

<PAGE>

      The Executive may be required during the course of his employment to
      attend a doctor or clinic nominated by the Company for the purpose of a
      comprehensive medical examination to determine his fitness for continued
      employment. The Executive hereby authorises the Board to have
      unconditional access to any report or reports (including copies) produced
      as a result of any such examination.

      If the Executive is absent from work because of any injury or condition
      (physical or mental and whether or not sustained in the course of his
      duties) caused wholly or partly by any act or omission of any person,
      firm, company or organisation (other than the Company or any Group
      Company) from whom the Executive may be or become entitled to recover
      damages or compensation, any sum paid by the Company to the Executive in
      respect of the said absence will be an interest free loan (subject to any
      limit imposed under the Companies Act 1985 or other relevant legislation)
      to the Executive repayable immediately by the Executive to the Company on
      recovery by him of any such damages or compensation.

      If the Executive has been absent from work because of any injury or
      condition caused wholly or partly by the Company or any Group Company or
      any person for whom the Company or any Group Company is vicariously liable
      and for which the Executive may be or become entitled to recover damages
      or compensation, any such damages or compensation payable will be reduced
      by the amount of any sick pay (statutory or otherwise) paid to him and by
      the pension received or receivable by him in the period in respect of
      which such damages or compensation are calculated.

8.    PRIVATE MEDICAL INSURANCE SCHEME

      The Executive and his family are covered under the Group Scheme at Company
      cost (except as a benefit for tax purposes). The cover is described in the
      leaflet issued by the insurers and is applicable as described in Schedule
      C. The Company reserves the right from time to time to amend this cover
      provided that the benefits under such amended cover are not materially
      different from those then applying under the then existing cover.

9     LEGAL PROTECTION

      A Directors and Officers Liability Insurance Policy has been taken out by
      the Company. The Company reserves the right to vary or terminate the cover
      at any time subject, in the case of termination, to giving at least six
      months' prior written notice. Cover is provided for the period of the
      Executive's appointment on a day to day basis.

10    TRAVEL INSURANCE

      The Executive, his spouse and dependent children (when accompanying the
      Executive) are covered for medical and/or emergency travel expenses whilst
      travelling on Company business or holiday outside the United Kingdom or on
      flights in the United Kingdom.

<PAGE>

                                      PART B

                         JOB ROLES AND RESPONSIBILITIES

ROLE: GROUP CHIEF EXECUTIVE OFFICER OF THE PREMIER FARNELL GROUP OF COMPANIES

The duties of the Group Chief Executive shall be determined by the Chairman of
the Premier Farnell Group of Companies. These duties shall include, but shall
not be limited to:

1.    Development of a Group strategy.

2.    Responsibility for implementation of the Group strategy and day to day
      operation of the Group.

3.    Achievement of key tasks as agreed with the Chairman.

4.    Ensuring the Group operates within the law and is a "good Citizen".

<PAGE>

                                      PART C

                                      TERMS

                                                       Date of issue: [13-11-98]

NAME OF EXECUTIVE:          John Raymond Hirst

PLACE OF WORK:              Wetherby, West Yorkshire or London

DATE OF BIRTH:              9 August 1952

DATE JOINED COMPANY:        1 July 1998

NORMAL RETIREMENT DATE:     9 August 2012

APPOINTMENT DATE:           1 July 1998

REMUNERATION TERMS:

BASIC SALARY   Reviewed by the Remuneration Committee of the Board annually (or
               intermediate review)

               -     No correction for inflation.

BONUS          -     See Part D

CAR ALLOWANCE  -     See Part D

PRIVATE MEDICAL INSURANCE SCHEME

Family cover

NORMAL WORKING HOURS

37.5 hours per week.

<PAGE>

                           PART C (CONTINUED)

HOLIDAY ENTITLEMENT

Twenty five (25) working days per leave year starting from 1st January each year
with entitlement accruing pro-rata in the first or last years of service, plus
public holidays as published on the Company Notice Board.

The Company reserves the right at its entire discretion to stipulate that a
proportion of the Executive's holiday entitlement shall be taken at a time or
times fixed from time to time by the Company.

<PAGE>

                                     PART D

                         SCHEDULE - PER TERMS AT PART C

                       (Financial data - updated annually)
                                                                          L
                                                                         1998/99
                                                                     (PER ANNUM)

1.    BASIC SALARY

      Basic salary will be reviewed in February each year and           250,000
      increments determined by the Managing Director of the Company.

2.    CAR

      The Executive shall be entitled to a car with a value not
      exceeding L50,500 in line with the Group Policy.

      As an alternative the Executive may however elect to be paid an
      increase in salary in lieu of the Company car as set out herein.
      The increase in salary shall be determined by the Company and
      shall be based on the Executive's Car Allowance as set out in
      the Group Policy.

3.    FURBS

      A contribution to the FURBS as determined in accordance with a
      formula agreed with the Scheme actuary.

4.    BONUS

      A total non-pensionable bonus of up to 50% of Basic Salary
      (which for these purposes only shall include any increase in
      salary paid in lieu of the Company car) shall be paid to the
      Executive in cash. The bonus shall comprise up to 35% of Basic
      Salary based on the increase in Total Shareholder Value
      (measured by reference to the increase in the Company's share
      price (averaged over one month immediately preceding the last
      day of each financial year and assuming the re-investment of
      gross ordinary dividends on the "ex-div" date), accruing at the
      rate of 1.67% of salary for each 1% increase in Total
      Shareholder Value over the prior financial year, and 15% of
      Basic Salary based on the achievement of personal performance
      targets set annually by agreement with the Chairman and the
      Remuneration Committee of the Board.

<PAGE>

                                PARTE E

                           NOTICE PROVISIONS

                               SECTION 1

               Notice from the Company to the Executive

(a)   TWENTY FOUR months during the period commencing 2 July 1998 and ending 2
      July 1999 inclusive.

(b)   TWELVE months during the period commencing 3 July 1999 and thereafter for
      so long as the Executive remains employed by the Company

                                    SECTION 2

             Notice from the Executive to the Company

                                 TWELVE months

                                    SECTION 3

           Notice from the Company to the Executive in a case falling
            under Clause 6 (refusal to relocate at Company's request)

                                   SIX months

<PAGE>

                                     PART F

             POST TERMINATION COVENANTS APPLICABLE TO THE EXECUTIVE

1.    For the purposes of this clause:-

1.1   all references to "the Company" shall be construed to mean the Company
      and/or any Group Company with which the Executive has been actively
      concerned during the course of his employment under this Agreement;

1.2   the "Restricted Period" shall mean the period of the Executive's
      employment under this agreement and the period of twelve (12) months from
      the termination of the Executive's employment under this Agreement;

1.3   a "Restricted Employee" shall mean any person employed in a managerial or
      technical capacity or as a sales representative or in a skilled or
      supervisory position;

1.4   the "Restricted Business" shall mean a business involving the supply of
      goods or services which are the same as, or substantially similar to, any
      goods or services supplied by the Company, being goods or services with
      which the Executive has been actively concerned at any time during the
      period of 12 months preceding the termination of his employment under this
      agreement;

1.5   the "Restricted Area" shall mean United Kingdom.

2.    Except with the prior written consent of the Board, the Executive shall
      not during the Restricted Period be engaged or interested in or concerned
      in a technical, sales or managerial capacity (and whether on his own
      account or in conjunction with any other party) with any person, firm or
      company carrying on the Restricted Business in the Restricted Area.
      Notwithstanding this restriction the Executive shall be entitled to hold
      or be beneficially interested in shares or securities quoted on any
      recognised investment exchange provided that he neither holds nor is
      beneficially interested in more than five per cent of any single class of
      any such shares or securities.

3.    Except with the prior written consent of the Board, the Executive shall
      not, in competition with the Group, during the Restricted Period (in any
      capacity whatsoever and whether on his own account or in connection with
      any other party) canvass or solicit or accept orders or facilitate the
      canvassing or soliciting or acceptance of orders in respect of the
      Restricted Business from any person, firm or company who or which at the
      date of the termination of the Executive's employment under this Agreement
      is or at any time during the previous period of 12 months was directly or
      indirectly a supplier or a customer of the Company or is or during any
      such period was a person, firm or company with whom the Company has or had
      dealings, such person, firm or company being or having been a supplier or
      a customer of whom the Executive has knowledge or with whom he has dealt
      at any time during the period of 12 months prior to the termination of his
      employment under this Agreement.

4.    Except with the prior written consent of the Board, the Executive shall
      not during the Restricted Period (in any capacity whatsoever and whether
      on his own account or in conjunction with any other party) employ or
      endeavour to entice away from the Company any person who is at the date of
      termination of the Executive's employment under this Agreement a
      Restricted Employee employed by the Company and the

<PAGE>

      Executive shall not discourage any such Restricted Employee from
      continuing to be so employed.

5.    The Executive acknowledges and agrees that the covenants contained in this
      clause are separate, severable and enforceable and that the restrictions
      contained in such covenants are fair and reasonable in the context of this
      Agreement. The parties acknowledge, however, that such restrictions are
      subject to reasonableness and accordingly:-

5.1   if any one or more of the restrictions contained in this clause shall be
      adjudged to go beyond that which is reasonable in all the circumstances
      for the protection of the legitimate interests of the Company but would be
      adjudged reasonable if any particular restriction was deleted or limited
      in a manner (including any reduction in duration or geographical area)
      such restrictions shall apply with such deletions or limitations; or

5.2   if at any other time the Company shall consider it to be in its best
      interests it shall be entitled by notice in writing to the Executive to
      delete or limit any of the restrictions contained in this clause.

Attached to the agreement dated 13 November 1998 between Premier Farnell plc and
the Executive

Initials /s/ John Raymond Hirst

Executive /s/ A. C. Fisher

Company /s/ K. J. Mullen

Date 13-11-98

<PAGE>

                               APPENDIX

                        DISCIPLINARY PROCEDURE

INTRODUCTION

1.    It is recognised by the Company that discipline is necessary for the
      efficient operation of the business and for the health and safety at work
      of all employees. In order to provide a fair and effective procedure for
      dealing with disciplinary matters, the following procedure will be applied
      in all instances where disciplinary action is regarded by the Board as
      warranted, other than where an informal reprimand is given for some
      relatively minor act of misconduct. The procedure applies to incompetence,
      incapability or other poor performance of work.

2.    The procedure applies to Executives who are employees of one of the
      Companies forming the Premier Farnell Group of Companies.

3.    The procedure does not apply to:-

      (a)   termination during or at the end of a probationary period of
            service, whether or not extended beyond its originally specified
            duration;

      (b)   termination of employment by reason of redundancy;

      (c)   resignation by the employee, or other termination by mutual consent;

4.    The time limits referred to in the following procedure may be varied by
      agreement.

INVESTIGATION

5.    Where a matter arises which is suspected or believed to contravene a
      disciplinary rule or may otherwise be a disciplinary matter, the Board*
      will investigate it promptly and adequately. When the investigation is
      concluded, the employee and his representative (if any) will be informed.

6.    If the matter to be investigated is thought likely to involve misconduct
      on the part of the employee, the employee may be immediately suspended
      from work on full pay while the investigation proceeds. Any decision to
      suspend will be confirmed in writing (with reasons) as soon as reasonably
      practicable.

7.    As part of the investigation, the employee will normally be interviewed.
      If this is done as a preliminary interview, the employee will be told at
      the outset that it is a preliminary interview. If the Board* decide that a
      preliminary interview will not be held, the procedure in PARAGRAPHS 9-13
      will apply.

<PAGE>

THE PROCEDURE

8.    If on completion of the investigation, and after a preliminary interview
      the Board* believes on reasonable grounds that the employee has committed
      the alleged act of misconduct, but in view of the nature of the misconduct
      and of the employee's previous record an oral warning would be sufficient,
      it may administer an oral warning without proceeding further. A note of
      that warning will be made and may be referred to if the employee commits a
      further act of misconduct within the following six months.

9.    (a)   If on completion of the investigation, the Board* considers that, on
            the balance of probabilities, a complaint of misconduct has, prima
            facie, occured, and may require more than an oral warning, a
            disciplinary hearing before the Board* will be arranged.

      (b)   The employee will be given a minimum of three working days' advance
            notice of the hearing; told the purpose of it, with the nature of
            the alleged misconduct being outlined; and invited to attend
            together with a representative and/or a fellow employee of his or
            his choice.

      (c)   If during the course of the investigation statements have been
            obtained from witnesses who will not be attending the hearing, the
            employee or his or his representative will be given those statements
            or a summary of their contents not less than three days in advance
            of the hearing.

10.   (a)   If, for good cause, the employee is unable to attend the hearing, it
            will be adjourned to a date on which the employee and his or her
            representative (if any) can attend and the employee will be informed
            without delay.

      (b)   If the employee is unable to attend the re-arranged hearing, it will
            normally proceed in his or her absence, but with his or her
            representative being provided with an opportunity to present the
            employee's case on his or her behalf. Any submission by the employee
            in writing, or by his or her representative, will be considered.

THE DISCIPLINARY HEARING

11.   The hearing will normally be conducted by a disciplinary panel consisting
      of two Board members. The employee will be entitled to give any
      explanation he or she wishes, and may be questioned by the members of the
      panel.

12.   The hearing may be adjourned at any stage if this appears necessary or
      desirable. If adjourning for the purpose of enabling further information
      to be obtained, the nature of that information will be specified. Any
      adjournment will normally be for a stated period.

13.   On completion of the proceedings, the decision of the panel will be
      announced and the disciplinary action, if any, to be taken. The panel will
      also give an explanation in writing for that action and will explain the
      employee's right of appeal under this procedure.

<PAGE>

DISCIPLINARY ACTION

14.   In cases, other than those involving gross misconduct, where a reasonable
      belief in the employee's guilt of the misconduct alleged is established on
      the balance of probabilities, the following disciplinary action may be
      taken:

      (a)   For a minor offence or offences, a formal oral warning making it
            clear that further misconduct will render the employee liable to
            further disciplinary action involving more severe consequences.
            The employee should be informed of the duration of the warning (e.g.
            whether it will be disregarded after a specified period of
            satisfactory conduct).

      (b)   For a more serious offence, or the commission of a lesser offence
            after a formal oral warning has previously been given and remains
            extant, a first written warning setting out the nature of the
            offence and informing the employee that further misconduct is liable
            to result in further disciplinary action under this procedure. Where
            appropriate, this warning will specify the period for which it will
            apply. There may be provision for it to be reviewed, or
            automatically revoked or reviewed on completion of that period of
            satisfactory conduct.

      (c)   For an offence after a first written warning has been given and is
            extant, a final (or combined first and final) written warning
            setting out the nature of the offence and informing the employee
            that further misconduct would render him or her liable to further
            action under this procedure and could result in dismissal. A final
            written warning may state that it will be reviewed after a specified
            period of satisfactory conduct.

      (d)   For an act or acts of further misconduct, other than gross
            misconduct, by an employee who is under a final warning given in
            accordance with (c) above, the employee will be liable to dismissal
            with notice or with pay in lieu of notice.

      (e)   In cases where gross misconduct is alleged and is established on the
            balance of probabilities, the employee will be liable to summary
            dismissal.

15.   Disciplinary suspension, demotion, stoppage of pay, or other penalty short
      of dismissal may be imposed in conjunction with a warning issued under 14
      (c) above, as an alternative to dismissal, by agreement with the employee.
      Where it is an alternative to dismissal, it will be accompanied by a final
      warning, or with confirmation of a previous final warning, as appropriate.

APPEAL

16.   An appeal against an oral warning given in accordance with PARAGRAPH 8 of
      this procedure can be made to the Board* within five working days of the
      receipt of the warning by the employee, who must give a written notice of
      the ground for appeal. The Board* will arrange an appeal hearing at which
      it will consider the representations made by the employee or his or her
      representative. The Board* will then decide whether to uphold the warning
      or allow the appeal. If allowing the appeal, the record of the warning
      will be removed from the employee's record.

<PAGE>

17.   Where a formal disciplinary hearing takes place before the panel and a
      disciplinary decision is taken under PARAGRAPHS 14 and/or 15, within five
      working days of receipt of the decision, the employee may appeal against
      it by notifying the Board* in writing of the grounds of appeal. The
      written notice of appeal must make clear whether the employee is appealing
      against the finding that he or she had committed the alleged act or acts
      of misconduct, and/or the form of disciplinary action decided upon.

18.   An appeal will normally be heard by the Board* within 14 days of receipt
      of the employee's written notice of appeal. At the appeal the Board* will
      explain why the panel members reached their decision. The employee or his
      or her representative will be entitled to ask any questions and to make a
      submission on the employee's behalf.

19.   At the completion of the appeal, the Board* will announce its decision. No
      further right of appeal will be available to the employee within the
      organisation.

20.   (a)   Where the appeal is about dismissal employees should note that the
            lodging of an appeal does not of itself affect the original
            dismissal date. Thus, the date of termination of the employee's
            employment will be the date of the summary dismissal (if dismissal
            was without notice) or the date of the expiry of the employee's
            notice (if the dismissal was with notice).

      (b)   If an employee's appeal is dismissed, there will be no effect on the
            above position and the date of termination of the employee's
            employment will remain the date of summary dismissal or the date of
            expiry of the notice of dismissal as the case may be.

            (c)   If however, the employee's appeal is successful, the employee
            will be reinstated. In that event

            (i)   if the appeal is upheld whilst the employee is under notice,
                  the dismissal will simply be rescinded;

            (ii)  if the appeal is upheld either after notice has expired or
                  after a summary dismissal the Company will deem the employee's
                  employment to have been continuous between the date of
                  termination and the date of reinstatement in which case the
                  Executive shall be entitled to his full remuneration bonuses
                  and benefits under his Agreement as though he had not been
                  summarily dismissed.

MISCELLANEOUS

21.   (a)   GROSS MISCONDUCT is regarded as misconduct of such a nature that it
            fundamentally breaches the contractual relationship between the
            employee and the employer and justifies management in no longer
            accepting the continued presence of the employee at the place of
            work.

      (b)   Examples of gross misconduct may include stealing from members of
            the staff or public, other offences of dishonesty, gross negligence,
            sexual misconduct at work, fighting, physical assault, falsification
            of a qualification which is a stated requirement of the.employment
            or which results in financial gain,

<PAGE>

            deliberate damage to or misuse of the employer's property,
            drunkenness or being under the influence of drugs at work,
            falsification of records or claims for personal gain. This list is
            neither exclusive nor exhaustive. Other acts of misconduct may come
            within the general definition of gross misconduct.

Nothing in this procedure is intended to remove the right of the Board* to give
an employee an informal reprimand or warning when the employee is believed to
have committed a minor infringement of the established standards of conduct,
whether or not the Board* makes a note of that informal reprimand or warning for
future reference should the employee's conduct on a later occasion justify
action under this procedure. Any grievance about an informal reprimand or
warning should be exercised, if the employee so wishes, through the grievance
procedure.

PROCEDURE IN THE CASE OF CAPABILITY AND/OR PERFORMANCE

Where an employee's performance and/or capability are called into question the
following procedures will apply;

(a)   If the employee's conduct or performance is unsatisfactory but the
      complaint is not a major one, the employee may be given a formal oral
      warning which will be recorded and which will indicate the nature of the
      complaint, standards to be met and what improvement is required in a
      stated time in accordance with the circumstances of the case.

(b)   If the employee's capability or performance warrants more serious action,
      or if the employee has already been given a formal oral warning and there
      is no improvement in standards in the time stated within that formal oral
      warning, a written warning will be given. This will again specify the
      standards to be met and the time in which those standards are to be
      achieved. The warning will also state the consequences of failure to
      adhere to the standards required and/or of a further complaint of poor
      capability or performance.

(c)   If the employee's capability or performance is still unsatisfactory, a
      final written warning will be given making it clear that further
      deterioration in performance and/or failure to meet the standard specified
      in the warning within a stated period will result in dismissal.

(d)   If there is no satisfactory improvement or if a further deterioration in
      performance occurs, the employee will be dismissed.

(e)   The Company reserves the right summarily to dismiss the employee in case
      of serious neglect or failure efficiently and/or diligently to carry out
      his duties.

(f)   The employee is entitled to appeal against any warning given under this
      procedure. The format, adapted accordingly will be, in the case of an oral
      warning, the procedure in paragraph 16 hereof and in the case of any other
      warning or dismissal, the procedure in paragraph 17 hereof. The provisions
      of paragraphs 18-20 shall also apply.

REVISION OR TERMINATION OF THIS PROCEDURE

The operation of this procedure will be periodically reviewed. Any amendment to
it will be

<PAGE>

advised to the employees identified in PARAGRAPH 2, who will also be informed of
the date when the amendment will come into effect. The procedure as a whole may
be terminated by the Board* upon giving not less than three months' notice to
each employee to whom it relates. If terminated, a new procedure in
substantially the same form will be introduced.

* as defined in the Service Agreement for the Executive

<PAGE>

THIS DEED OF VARIATION is made: 4 September 2001

BETWEEN:

(1)   PREMIER FARNELL PLC (No. 876412) whose registered office is at Farnell
      House, Forge Lane, Leeds, LS12 2NE; and

(2)   JOHN RAYMOND HIRST of Thicket Brow, Bath Road, Littlewick Green,
      Maidenhead, Berkshire SL6 3QR ("the Executive").

IT IS AGREED as follows:

1.    SERVICE AGREEMENT AND DEFINITIONS

      1.1   The terms of the service agreement between the Company and the
            Executive dated 13 November 1998 (the "Service Agreement") are
            hereby varied as set out in this Deed of Variation ("Deed").

      1.2   Save as varied by this Deed, the terms of the Service Agreement
            shall remain in full force and effect.

      1.3   Words and expressions defined in the Service Agreement shall have
            the same meaning when used in this Deed unless otherwise stated.

2.    VARIATION OF SERVICE AGREEMENT

      2.1   Paragraph 4 of Part D of the Schedule attached to the Service
            Agreement shall be deleted and replaced by:

            "4    BONUS

            A total non-pensionable bonus of up to 50% of Basic Salary (which
            for these purposes only shall include any increase in salary paid in
            lieu of the

<PAGE>

            Company car) shall be paid to the Executive in cash. The bonus in
            respect of any financial year of the Company shall be calculated in
            accordance with the performance targets for the Executive
            established by the Company's Remuneration Committee in respect of
            that year and notified to the Executive."

EXECUTED AND DELIVERED as a     )

Deed by PREMIER FARNELL PLC     )

acting by:                      )

                                                  Director /s/ Malcolm Bates
                                                           ---------------------
                                                  Secretary /s/ Steven Webb

EXECUTED AND DELIVERED as a     )

Deed by JOHN RAYMOND HIRST      )                 /s/ John Raymond Hirst

in the presence of: STEVEN WEBB )

Witness signature: /s/ Steven Webb

Address: 150 ARMLEY ROAD, LEEDS LS12 2QQ

Occupation. Company Secretary

<PAGE>

THIS DEED OF VARIATION is made: 6 May, 2004

BETWEEN:

(1)   PREMIER FARNELL PLC (No. 876412) whose registered office is at Farnell
      House, Forge Lane, Leeds, LS12 2NE ("the Company"); and

(2)   JOHN RAYMOND HIRST of 5 Thicket Brow, Bath Road, Littlewick Green,
      Maidenhead, Berkshire SL6 3QR ("the Executive").

IT IS AGREED as follows:

1.    SERVICE AGREEMENT AND DEFINITIONS

      1.1   The terms of the service agreement between the Company and the
            Executive dated 13 November 1998, as varied by a deed of variation
            dated 4 September 2001 (the "Service Agreement") are hereby varied
            as set out in this Deed of Variation ("Deed").

      1.2   Save as varied by this Deed, the terms of the Service Agreement
            shall remain in full force and effect.

      1.3   Words and expressions defined in the Service Agreement shall have
            the same meaning when used in this Deed unless otherwise stated.

2.    VARIATION OF SERVICE AGREEMENT

      2.1   The text of Paragraph 6 (iv) of Part A of the Schedule attached to
            the Service Agreement shall be deleted and replaced with: "There is
            no contracting out certificate in forte in respect of the
            Executive's employment under the provisions of the Pensions Schemes
            Act 1993".

      2.2   The text of paragraph 9 of Part A of the Schedule attached to the
            Service Agreement shall be deleted and replaced with: "The Executive
            will be

<PAGE>

            indemnified by the Company in accordance with any provisions of the
            Company's articles of association (as amended or replaced from time
            to time) providing for the indemnification of directors out of the
            assets of the Company. In addition, the Company has directors' and
            officers' liability insurance and it is the Company's current
            intention to maintain such insurance."

EXECUTED AND DELIVERED as a Deed    )

by PREMIER FARNELL PLC acting by:   )

                                             Director /s/ Authorized Signatory
                                                      --------------------------
                                             Secretary Steven Webb

EXECUTED AND DELIVERED as a Deed    )
by JOHN RAYMOND HIRST               )   /s/ John Raymond Hirst
in the presence of:                 )


Witness signature : /s/ Steven Webb

Address: 150 ARMLEY ROAD, LEEDS

Occupation: SOLICITOR