MOLEX INC, DEF 14A, 1994-09-19

MOLEX INC
DEF 14A, 1994-09-19
ELECTRONIC CONNECTORS

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant / /

Filed by a party other than the registrant / /

Check the appropriate box:

/ / Preliminary proxy statement

/ / Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MOLEX INCORPORATED
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

MOLEX INCORPORATED
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transactions applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1

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

(4) Proposed maximum aggregate value of transaction:

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

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

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

(2) Form, schedule or registration statement no.:

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

(3) Filing party:

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

(4) Date filed:

- - --------------------------------------------------------------------------------
- - -------------------------
1Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE> 2

MOLEX INCORPORATED
2222 WELLINGTON COURT
LISLE, ILLINOIS 60532
708/969-4550

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OCTOBER 21, 1994

To the Stockholders of
MOLEX INCORPORATED

Notice is hereby given that the annual meeting of the stockholders of Molex
Incorporated, a Delaware corporation, will be held at the Corporation
Headquarters located at 2222 Wellington Court, Lisle, Illinois, on Friday,
October 21, 1994 at 10:00 a.m. Central Daylight Savings Time for the following
purposes:

1. To elect the board of eight directors for the ensuing year.

2. To consider a proposal to approve an amendment and restatement of The
1991 Molex Incorporated Incentive Stock Option Plan.

3. To transact such other business as may properly come before the meeting,
or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on August 26, 1994
as the record date for determination of the stockholders entitled to notice of
and to vote at the meeting, and only stockholders of record at the close of
business on said date will be entitled to notice of and to vote at the meeting.
A list of all stockholders entitled to vote is on file at the principal
executive offices of the Company, 2222 Wellington Court, Lisle, Illinois 60532.

A proxy, proxy statement and the Annual Report of Molex Incorporated are
enclosed with this notice. The Annual Report is not part of the proxy soliciting
materials.

Regardless of whether or not you plan to attend the meeting, it is
important that your shares are represented and voted. Accordingly, you are
requested to complete and sign the enclosed proxy and return it in the enclosed
envelope.

September 19, 1994

By Order of the Board Directors
MOLEX INCORPORATED

(SIG)

Louis A. Hecht, Secretary
<PAGE> 3

MOLEX INCORPORATED
2222 Wellington Court
Lisle, Illinois 60532

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

PROXY STATEMENT
---------------------------------

ANNUAL MEETING OF STOCKHOLDERS
To be Held October 21, 1994

September 19, 1994

SOLICITATION AND REVOCATION OF PROXIES

The proxy that accompanies this proxy statement is being solicited by and
on behalf of the Board of Directors of MOLEX INCORPORATED ("Molex") for use at
the Annual Meeting of Stockholders to be held on Friday, October 21, 1994, at
the time and place and for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders and at any adjournment or adjournments thereof.
Any stockholder giving a proxy has the power to revoke it at any time prior to
its exercise by executing a subsequent proxy, by notifying the Corporate
Secretary of Molex of such revocation in a written notice received by him at the
above address prior to the Annual Meeting of Stockholders or by attending the
Annual Meeting of Stockholders and voting in person. This Proxy Statement and
form of proxy are first being mailed to stockholders on or about September 19,
1994.

In addition to solicitation of proxies by mail, certain officers, directors
and regular employees of Molex, none of whom will receive additional
compensation therefor, may solicit proxies by telephone, telegram, telecopier or
by personal contacts. All expenses in connection with the solicitation,
including postage, printing, handling and the actual expenses incurred by
brokerage houses, custodians, nominees and fiduciaries in forwarding proxy
material to beneficial owners, will be paid by Molex.

VOTING RIGHTS AND SECURITIES OUTSTANDING

Molex has three classes of common stock. They are Common Stock, par value
$.05 per share ("Common Stock"), Class A Common Stock, par value $.05 per share
("Class A Common Stock"), and Class B Common Stock, par value $.05 per share
("Class B Common Stock"). The holders of Common Stock and Class B Common Stock
are entitled to one vote per share upon each matter submitted to the vote of the
stockholders and, subject to conditions set forth in greater detail below, vote
separately as a class as to all matters except the election of the Board of
Directors. With respect to the election of directors, the holders of Common
Stock and Class B Common Stock vote together as a class. The holders of Class A
Common Stock have no voting rights except as otherwise required by law or under
circumstances set forth in greater detail below.

Only voting stockholders of record at the close of business on August 26,
1994 (the "Record Date") are entitled to notice of and to vote at the Annual
Meeting of Stockholders or any adjournment thereof. As of the close of business
on the Record Date, there were outstanding

31,907,332 shares of Common Stock
31,639,575 shares of Class A Common Stock
94,255 shares of Class B Common Stock

A majority of the outstanding shares of Common Stock and Class B Common
Stock will constitute a quorum at the meeting. Abstentions and broker non-votes
are counted for purposes of determining the presence or absence of a quorum for
the transaction of business. Abstentions are counted as votes against a proposal
in tabulations of the

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votes cast on proposals presented to stockholders, whereas broker non-votes are
not counted for purposes for determining whether a proposal has been approved.

When electing directors, the holders of the shares of Common Stock and the
holders of the shares of Class B Common Stock have non-cumulative voting rights.
This means that the holders of a majority of shares of the Common Stock and
Class B Common Stock taken together, represented and entitled to vote at a
meeting where a quorum is present can elect all of the directors if they choose
to do so. In such an event, the holders of the remaining shares will not be able
to elect any person or persons to the Board of Directors.

Subject to certain conditions, all matters, other than the election of
directors, submitted to a vote of all the stockholders must be approved
separately by both the holders of a majority of the shares of the Common Stock
entitled to vote and present in person or by proxy, voting as a class, and by
the holders of a majority of the shares of the Class B Common Stock entitled to
vote and present in person or by proxy, voting as a class. The right of the
Class B Common stockholders to vote separately as a class is subject to
applicable law and for so long as at least 50% of the authorized shares of the
Class B Common Stock are outstanding. As of the Record Date, 64.5% of the
authorized shares of Class B Common Stock were outstanding.

Under certain circumstances, Class A Common Stock would have voting rights.
Under Delaware General Corporation Law, any amendments to Molex's Certificate of
Incorporation changing the number of authorized shares of any class, changing
the par value of the shares of any class, or altering or changing the powers,
preferences, or special rights of the shares of any class so as to adversely
affect them, including the Class A Common Stock, would require the separate
approval of the class so affected, as well as the approval of all classes
entitled to vote thereon, voting together. Class A Common Stock would
automatically convert into Common Stock on a share-for-share basis any time upon
the good faith determination by Molex's Board of Directors that either of the
following events has occurred: (i) the aggregate number of outstanding shares of
Common Stock and Class B Common Stock together is less than 10% of the aggregate
number of outstanding shares of Common Stock, Class B Common Stock and Class A
Common Stock together; or (ii) any person or group, other than one or more
members of the Krehbiel Family (as defined in Molex's Certificate of
Incorporation), becomes or is the beneficial owner of a majority of the
outstanding shares of Common Stock.

SECURITY OWNERSHIP OF MANAGEMENT AND OF CERTAIN BENEFICIAL OWNERS

The following table sets forth any outstanding equity securities of Molex
beneficially owned as of the Record Date by each director, nominee for director,
the named executive officers listed in the Summary Compensation Table, all
directors, nominees and executive officers as a group and all other persons who
are known to Molex to be the beneficial owner of more than five percent of any
class of voting securities. The persons named hold sole voting and investment
power with respect to the shares of equity securities listed below, unless
otherwise indicated.

The amounts set forth in the following table reflect all of the stock
dividends declared and issued to stockholders to date.

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<TABLE>
<CAPTION>
PERCENT OF
NAME AND ADDRESS NUMBER OF NATURE OF CLASS OF PERCENT OF ALL VOTING
OF BENEFICIAL OWNER SHARES OWNERSHIP STOCK CLASS(A) SECURITIES(A)(B)
- - ------------------------------ ---------- --------------- -------------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
J. H. Krehbiel, Jr.(c) 2,472 Direct Common
2222 Wellington Ct. 13,163,347 Indirect(d) Common
Lisle, IL 9,349 Option(a) Common
435,880 Trustee(f)(g) Common
318,521 Trustee(e)(f) Common
95,098 Custodian(f)(h) Common
1,207 Spouse(f) Common 2.7%
41,949.5 Direct Class B Common
2,551 Trustee(e)(f) Class B Common
2,552 Trustee(f)(g) Class B Common 49.9%
2,370,000 Direct Class A Common
435,628 Trustee(f)(g) Class A Common
321,075 Trustee(e)(f) Class A Common
94,628 Custodian(f)(h) Class A Common
1,176 Spouse(f) Class A Common 10.2% 2.8%
F. L. Krehbiel(c) 90 Direct Common
145,293 Trust(f)(g) Common
106,174 Trust(e)(f) Common
143 Option(a) Common *
851 Trust(f)(g) Class B Common
850 Trust(e)(f) Class B Common *
145,209 Trust(f)(g) Class A Common
107,025 Trust(e)(f) Class A Common * *
Krehbiel Limited 13,163,347 Direct(d) Common 41.2% 41.1%
Partnership(c)(d)
2222 Wellington Ct.
Lisle, IL
G. Tokuyama 27,229 Direct Common
8,187 Option(a) Common
25 Spouse(f) Common *
23,025 Direct Class A Common
25 Spouse(f) Class A Common * *
W. W. Fichtner 7,269 Direct Common
3,187 Option(a) Common *
6,938 Direct Class A Common * *
J. J. King 28,928 Direct Common
185 Joint Tenancy Common
57 Spouse(f) Common
12,749 Option(a) Common *
23,857 Direct Class A Common
185 Joint Tenancy Class A Common
26 Spouse(f) Class A Common
666 Child Class A Common * *
Lewis E. Platt 16,375 Direct Common
11,399 Option(a) Common *
3,768 Direct Class A Common
3,250 Option(a) Class A Common * *
Robert J. Potter 9,922 Direct Common
11,399 Option(a) Common *
5,875 Direct Class A Common
3,250 Option(a) Class A Common * *
Robert H. Hayes 5,718 Direct Common
10,062 Option(a) Common *
6,805 Direct Class A Common
2,813 Option(a) Class A Common * *
Edgar D. Jannotta(i) 15,311 Direct Common
4,474 Option(a) Common *
15,311 Direct Class A Common
6,250 Retiremt Acct Class A Common * *
</TABLE>

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<PAGE> 6

All Directors and Executive 14,874,809 (f) Common
Officers as a group, 133,952 Option(a) Common 46.8%
comprising 18 persons, 94,105 (f) Class B Common 99.8%
including those listed 4,722,924 (f) Class A Common
above 9,314 Option(a) Class A Common 15.0% 47.0%
</TABLE>

- - ----------------------------
* Denotes less than 1% of the outstanding shares.

(a) Shares of Common Stock and Class A Common Stock subject to stock options
which may be exercised within 60 days of the Record Date. For the purpose of
computing the percent of class owned by officers and directors individually
and as a group, the shares that could be acquired within said 60 day period
have been deemed to be outstanding as to that individual or group regardless
of whether they are actually outstanding.

(b) In the election of directors, each holder of Common Stock or Class B Common
Stock is entitled to one vote for each share registered in his or her name
without distinction as to class of stock. Class A Common Stock is generally
nonvoting. See "Voting Rights and Securities Outstanding."

(c) J. H. Krehbiel, Jr. and F. A. Krehbiel are brothers. F. L. Krehbiel is the
son of J. H. Krehbiel, Jr. who with his father and uncle collectively
comprise the "Krehbiel Family". As of the Record Date, the Krehbiel Family
exercises voting power with respect to 14,678,970 shares of Common Stock
(46.0% of the number outstanding); 94,105 shares of Class B Common Stock
(99.8% of the number outstanding); and 14,773,075 shares of all the voting
securities (46.1% of the number outstanding). In addition, the Krehbiel
Family beneficially owns 4,569,332 shares of Class A Common Stock
representing 14.4% of the outstanding shares of this class of stock.

(d) J. H. Krehbiel, Jr., F. A. Krehbiel and a trust for which they are the
trustees are each general partners and limited partners of the Krehbiel
Limited Partnership (the "Partnership") and share the power to vote and
dispose of shares held by the Partnership. Pursuant to the Partnership
agreement, all voting of the Partnership shares must be done with the
unanimous consent of the partners. For purposes of computing the percent of
a class or the percent of all voting securities owned by individual members
of the Krehbiel Family, the shares of the Partnership have not been
included.

(e) F. A. Krehbiel and J. H. Krehbiel, Jr. own these shares of Common Stock,
Class A Common Stock and Class B Common Stock as trustee under various
trusts for the benefit of their respective children including F. L.
Krehbiel. They exercise voting and investment power as to the shares held in
these trusts.

(f) Certain shares have been reported, which are included in the table above, as
owned by members of a household or as held in the capacity of trustee or
custodian. As to these shares, the persons above expressly disclaim
beneficial ownership and/or personal beneficial interest therein. For
purposes of computing the percent of class or the percent of all voting
securities, the shares held by a trustee or custodian have not been included
as being owned by an individual beneficiary, but have been included as being
owned by the trustee or custodian who exercises voting power.

(g) These shares are held in voting trusts for the benefit of the children of J.
H. Krehbiel, Jr. including F. L. Krehbiel. J. H. Krehbiel, Jr. exercises
voting and investment power as to these shares.

(h) These shares are held for the benefit of the children of F. A. Krehbiel. J.
H. Krehbiel, Jr. exercises voting and investment power as to these shares.

(i) William Blair & Company has served as Molex's investment banking advisor and
has been a market maker for the Common Stock for a number of years. The
shares of the Common Stock and Class A Common Stock shown above as owned by
Mr. Jannotta do not include shares held by William Blair & Company in its
trading account, in its capacity as a market maker, or over which William
Blair & Company has voting or investment power in its capacity as a
fiduciary.

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BOARD OF DIRECTORS

During the last fiscal year, there were four meetings of the full Board of
Directors.

COMMITTEES OF THE BOARD OF DIRECTORS

Molex has three committees of the Board of Directors. They are the
Compensation Committee, the Audit Committee and the Executive Committee. Molex
does not have a standing Nominating Committee.

The Compensation Committee consists of three of the outside directors who
have the authority to approve the compensation of the executive officers of
Molex. Compensation includes base salary, cash bonus, and any awards and grants
under stock bonus or option plans. The Compensation Committee had two meetings
and agreed to one Unanimous Written Consent during the fiscal year just ended.

The Audit Committee is comprised of three directors, two of whom are not
employees of Molex. The Audit Committee oversees the creation and implementation
of internal policy and controls and is responsible for the hiring of the outside
independent auditors and the review of their findings. During the last fiscal
year, there was one meeting of the Audit Committee.

The Executive Committee presently is comprised of two directors and was
formed in order to act between meetings of the full Board of Directors. The
Executive Committee operates according to a set of By-Laws which have been
adopted by the full Board of Directors and which limit the authorized actions of
the Executive Committee. The Executive Committee customarily acts by Unanimous
Written Consents and had no regularly scheduled or special meetings during the
last fiscal year.

DIRECTORS' COMPENSATION

Each director who is not a salaried officer of Molex receives compensation
at the rate of $29,000 per year for serving as a director, $1,500 for attending
a regular or special board meeting plus all expenses associated with attending
such meeting. In addition, each outside director receives an automatic
non-discretionary stock option grant under The 1991 Molex Incorporated Incentive
Stock Option Plan (the "1991 Plan") as of the date of the Annual Stockholders'
Meeting during the term of the 1991 Plan. The number of shares subject to the
option granted to each outside director is 200 multiplied by the number of years
of service or fraction thereof. The amount of shares increases to 500 multiplied
by the number of years of service or fraction thereof, if the following two
financial conditions are met for the fiscal year immediately ended prior to the
grant:

(1) Molex's net profits (after taxes) are at least ten percent (10%) of
the net sales revenue; and

(2) Molex's net sales revenue increased at least one and one-half (1.5)
times the "Worldwide Growth" of the general connector market as
compared to the previous year's net sales revenue. For purposes of
determining the Worldwide Growth, one or more outside independent
connector consultants are chosen by the disinterested directors.

Notwithstanding the foregoing, the number of shares subject to the option
granted to each outside director under the 1991 Plan cannot exceed 3,000 shares
or an amount whose fair market value on the date of grant is $100,000. Because
the first of the 1991 Plan's financial goals were not achieved for the fiscal
year just ended, the number of shares subject to the option that will be granted
to the outside directors with respect to such year will be determined by
multiplying 200 by the number of years of service or fraction thereof.

Each director is eligible to participate in The Molex Incorporated Deferred
Compensation Plan under which he may elect to defer all or a portion of the
following year's compensation. A participant may elect to have the amount
deferred (1) accrue interest during each calendar quarter at a rate equal to the
average six month Treasury Bill rate in effect at the beginning of each calendar
quarter, or (2) credited as stock "units" whereby each unit is equal to one

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<PAGE> 8

share of Common Stock. Upon termination of service as a director, the
accumulated amount is distributed in a lump sum. At the time of distribution,
any stock units are converted into cash by multiplying the number of units by
the fair market value of the stock as of the payment date.

ITEM 1:

ELECTION OF DIRECTORS

The annual election of the Board of eight directors will take place at the
Annual Meeting of Stockholders. Each director will serve for the ensuing year
until the next annual meeting of stockholders, or until his successor shall be
elected and shall qualify.

The voting persons named in the enclosed proxy intend to nominate and vote
in favor of the election of the persons named below unless authorization is
withheld. If any of the nominees becomes unavailable for election, votes will be
cast for the election of such other person or persons as the proxy holders, in
their judgment, may designate. No circumstances are presently known which would
render any of the nominees named herein unavailable.

The following information is provided with respect to the nominees for
election to the Board of Directors:

F. A. KREHBIEL(a)--Chairman and Chief Executive Officer of Molex(b).
Director since 1972(c) and member of the Executive Committee. Age 53. Elected
Vice Chairman and Chief Executive Officer in 1988 and Chairman of the Board of
Directors in 1993. Mr. Krehbiel serves on the Board of Directors of Tellabs,
Inc., Northern Trust Corp., A. M. Castle & Co and Nalco Chemical Company.

J. H. KREHBIEL, JR.(a)--President of Molex(b).
Director since 1966(c) and member of the Executive Committee. Age 57. Elected
President in 1975.

LEWIS E. PLATT--Chairman, President and Chief Executive Officer of
Hewlett-Packard Company (computers and electronics).
Director since 1981 and member of the Audit Committee. Age 53. Mr. Platt has
been associated with Hewlett-Packard Company since 1966. In 1985, he became
Executive Vice President, in 1992, he was elected President and Chief
Executive Officer, and, in 1993, he became Chairman of the Board of Directors.
Mr. Platt serves on the Board of Directors of Hewlett-Packard Company and
Pacific Telesis Group.

ROBERT J. POTTER--President, R. J. Potter Company (business consulting).
Director since 1981 and member of the Compensation Committee. Age 61. Prior to
founding R. J. Potter Company in 1989, Dr. Potter was President and CEO of
Datapoint Corporation (local area networks, video teleconferencing and
computer systems) from 1987-1989.

ROBERT H. HAYES--Senior Associate Dean for Faculty Planning and the Philip
Caldwell Professor of Business Administration at Harvard University.
Director since 1983 and member of the Compensation Committee. Age 58. Dr.
Hayes has been a Professor at Harvard University since 1966. He serves on the
Board of Directors of Perkin-Elmer Corporation.

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EDGAR D. JANNOTTA--Investment banker and Managing Partner of William Blair &
Company (securities and investment banking firm).
Director since 1986 and member of the Audit Committee. Age 62. In 1959, Mr.
Jannotta joined William Blair & Company, becoming Managing Partner in 1977. He
serves on the Board of Directors of AAR Corp., Bandag, Incorporated, Oil-Dri
Corporation of America and Safety-Kleen Corp.

F. L. KREHBIEL(a)--Engineering Manager, Automotive Business Unit, Commercial
Products Division -- U.S. Operations of Molex.
Director since November 1993 and member of the Audit Committee. Age 29. Mr.
Krehbiel has worked as a design engineer in the Engineering Department of the
Automotive Business Unit since 1988 and was promoted to Engineering Manager in
1993.

DONALD G. LUBIN--Partner and Chairman of Sonnenschein Nath & Rosenthal (private
law firm).
Newly nominated candidate. Age 60. Mr. Lubin joined Sonnenschein Nath &
Rosenthal in 1957. He has been a partner since 1964 and Chairman since 1991.
The firm of Sonnenschein Nath & Rosenthal is one of Molex's principal outside
law firms and has performed services on behalf of Molex for more than five
years. Mr. Lubin serves on the Board of Directors of McDonald's Corporation.

- - ----------------------------
(a) F. A. Krehbiel and J. H. Krehbiel, Jr. are brothers and F. L. Krehbiel
is the son of J. H. Krehbiel, Jr. (collectively the "Krehbiel Family").
The members of the Krehbiel Family may be considered "control persons" of
Molex. Other than the Krehbiel Family, no director or executive officer
has any family relationship with any other director or executive officer.

(b) These nominees hold positions as directors and/or officers of one or more
of the subsidiaries of Molex. Only the principal positions are set forth.

ITEM 2:

PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT OF
THE 1991 MOLEX INCORPORATED INCENTIVE STOCK OPTION PLAN

On October 25, 1991, the stockholders approved The Molex Incorporated 1991
Incentive Stock Option Plan (the "Plan") which provides for the granting of
incentive stock options ("ISOs") within the meaning of Section 422(a) of the
Internal Revenue Code of 1986, as amended ("Internal Revenue Code"), to key
employees of Molex and its subsidiaries and nonqualified stock options to key
employees of Molex and its subsidiaries and nonemployee directors. Upon the
recommendation of the Compensation Committee (the "Committee"), the Board of
Directors unanimously approved an amendment and restatement of the Plan (the
"Restatement") effective April 15, 1994, subject to the approval of the
Restatement by stockholders at the next regularly scheduled annual meeting.

SUMMARY OF CHANGES

The following is a brief summary of the principal differences between the
Plan as currently in effect and the proposed Restatement. In particular, the
Restatement (i) modifies provisions governing the vesting and termination of
options granted under the Plan, (ii) limits eligible participants in the Plan to
officers and directors of Molex, (iii) includes provisions required to be in the
Plan by recent changes to the Internal Revenue Code in order for Molex to
receive the tax deduction for compensation paid under the Plan in certain
circumstances and (iv) contains certain other clarifications or immaterial
modifications of Plan provisions.

The principal reason for the Restatement is to permit the Committee to
grant nonqualified stock options to officers with a longer option term and
vesting schedule than is permitted under the Plan as currently in effect. The
option term and vesting schedule of ISOs and option grants to directors
(including directors who are officers) would not be affected by the Restatement.
The Plan presently provides that all options vest in quarterly installments over
four years beginning on the first anniversary of the grant date (subject to
acceleration upon death, total disablement

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<PAGE> 10
or retirement if certain conditions are satisfied) and that no option can be
exercised more than five years after its grant date. The Restatement provides
that the Committee, in its discretion, may specify the vesting schedule of
nonqualified stock options granted to officers (and may later change such
vesting schedule to one which is more favorable to the optionee), provided that
(a) no such option may vest in amounts greater than, or at times prior to, the
amounts and times such option would have vested if it were granted to a director
or were an ISO, (b) such an option must become fully vested within ten years of
its grant date and (c) such an option must be exercised within one year from the
date it becomes fully vested.

The Restatement also adds an additional condition which must be satisfied
in order for the vesting of nonqualified stock options held by officers to be
accelerated upon the retirement of the optionee. Under the Plan as currently in
effect, all options immediately vest and become exercisable upon the retirement
of the optionee if certain conditions are satisfied. Under the Restatement, such
acceleration is applicable to a nonqualified stock option granted to a
participant who is not a director only if and to the extent that the Committee,
in its discretion, allows such acceleration.

The Restatement also modifies the classes of persons who are eligible to
participate in the Plan. Under the Plan as currently in effect, any director or
officer of Molex, Molex International, Inc. and Molex US Inc., and any other
full-time, salaried employee of Molex or any of its subsidiaries who is deemed
to be a key management employee by the Committee is eligible to receive an
option grant. Under the Restatement, only directors or officers of Molex are
eligible to receive grants under the Plan.

The Restatement includes a limitation on the number of shares awarded to a
person in any calendar year in order to satisfy a requirement for an exemption
from a recently enacted provision of the Internal Revenue Code. Under Section
162(m) of the Internal Revenue Code, the allowable federal income tax deduction
for compensation paid or accrued with respect to certain executive officers is
limited to $1 million per year (the "162(m) Limit"). Certain types of
compensation are exempted from the 162(m) Limit, including "performance-based
compensation" with respect to which objective goals have been established by a
committee of "outside" directors before commencement of the services for which
the compensation is paid. One requirement that must be satisfied in order for
compensation under the Plan to qualify as "performance-based compensation" is
that the material terms of the performance goal approved by stockholders must
include either the maximum amount of compensation to be paid or the formula used
to calculate such amount. The Plan as currently in effect does not expressly
limit the number of shares which may be awarded to an optionee during a calendar
year. Under the Restatement, the number of shares for which options may be
granted to any person in any calendar year cannot exceed the lesser of 3% of the
number of shares reserved under the Plan (subject to anti-dilution adjustments)
or 50,000 shares (subject to anti-dilution adjustments).

SUMMARY OF THE RESTATEMENT

The material features of the Restatement are summarized below. Such summary
is qualified in its entirety by reference to the full text of the Restatement, a
copy of which is attached hereto as Appendix A.

PURPOSE OF THE PLAN

The purpose of the Plan is to induce selected employees and the directors
of Molex to remain employed by Molex, and to encourage such employees and
directors to secure or increase on reasonable terms their ownership of Molex
stock. Molex believes that the Plan will promote continuity of management and
increase incentive and personal interest in the welfare of Molex by those who
are primarily responsible for shaping and carrying out the long-range plans of
Molex and securing its continued growth and financial success. It is also a
purpose of the Plan (except as otherwise noted in the Plan) to be qualified
under Section 422(a) of the Internal Revenue Code.

8
<PAGE> 11

SCOPE OF THE PLAN

Stock options granted under the Plan may be either ISOs or nonqualified
stock options. Except for nondiscretionary grants to nonemployee directors
(which must be nonqualified options) and to employee directors (which must be
ISOs), all options granted under the Plan shall be ISOs unless the written
agreement evidencing the option specifies otherwise.

The aggregate number of shares of Molex Common Stock ("Stock") reserved for
issuance upon the exercise of options granted under the Plan is 1,250,000
shares. If any option expires, is forfeited or canceled for any reason without
having been exercised in full, the unexercised shares of Stock associated with
such option shall be available for future option grants under the Plan.

The aggregate number of shares reserved for issuance under the Plan, as
well as the exercise price of and number of shares subject to outstanding
options, are subject to adjustment to reflect certain subsequent stock changes,
including a stock dividend, stock split, reorganization, recapitalization,
combination of shares, merger or consolidation. The Committee is authorized to
make equitable adjustments to such amounts in the event that there is any change
in the number or kind of outstanding shares of stock of Molex (or of any stock
or other securities into which such stock shall have been changed or for which
it shall have been exchanged) not expressly specified in the Plan. In accordance
with the Plan, the 1,000,000 shares of Stock reserved for issuance under the
Plan when initially approved by stockholders was adjusted to reflect a 25% stock
dividend paid to stockholders of record as of November 9, 1992.

ELIGIBLE PARTICIPANTS IN THE PLAN

Any director or officer of Molex is eligible to receive an option grant
under the Plan. As of August 31, 1994, 8 directors (5 of whom are not employees
and 2 of whom are officers) and 10 officers who are not directors were eligible
to participate in the Plan.

ADMINISTRATION OF THE PLAN

The Committee. The Plan is administered by a committee ("the Committee") of
three or more members of the Board of Directors. The Plan presently is
administered by the Compensation Committee, although the Board of Directors is
authorized to appoint other directors to serve on the Committee. Subject to the
terms of the Plan, the Committee has the complete authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to it and
to make all other determinations necessary or advisable for the administration
of the Plan.

Awards to Employees Who Are Not Directors. Subject to the terms of the
Plan, the Committee, in its sole discretion, may determine the employees to
whom, and the time or times at which, an option shall be granted, whether such
option shall be an ISO or a nonqualified stock option, the option period, the
vesting schedule, the number of shares subject to each option, and such other
terms and provisions as the Committee deems advisable to include in the written
option agreements evidencing options (which need not be identical). In making
such determinations, the Committee may take into account the nature of the
services rendered by the employee, his present and potential contribution to
Molex's success and such other factors as it deems relevant.

Awards to Directors. Option grants to directors are non-discretionary and
are made pursuant to the formula specified in the Plan. The Committee has no
power to make discretionary option grants to directors or to determine the terms
and conditions thereof.

TERMS OF OPTIONS GRANTED UNDER THE PLAN

Option Price. The option price of any option granted under the Plan shall
be the fair market value (i.e., the closing price) of the Stock on the grant
date of the option. At the close of trading on August 31, 1994, the fair market
value of the Stock was $42.75 per share. Notwithstanding the foregoing, if an
optionee owns more than 10%

9
<PAGE> 12
of the total voting power of Molex, then the option price is 110% of the fair
market value of the Stock on the grant date of the option. Because F. A.
Krehbiel and J. H. Krehbiel, Jr. own more than ten percent (10%) of the total
voting power of Molex, their option price is 110% of the fair market value of
the Stock on the grant date.

Transferability. In general, any option granted under the Plan is not
transferable and can be exercised only by the optionee during his lifetime.
However, upon the death of an optionee while totally disabled, retired or still
employed by Molex or a parent or subsidiary, his option, to the extent
exercisable on the date of his death, may be exercised by the personal
representative of his estate in certain circumstances.

VESTING SCHEDULE.

Options granted under the Plan may not become exercisable until at least
one year after its grant date, except that under certain circumstances relating
to the death, total disablement or retirement of the optionee (see paragraph
6.4, in Appendix A), all outstanding options of a particular optionee will
immediately vest and become exercisable for a period of one year. Subject to
this initial waiting period, the vesting schedule of an option depends upon
whether the optionee is a director and whether the option is an ISO.

In the case of an ISO or nonqualified option grant to a director, the
optionee may exercise up to 25% of the number of shares granted each year
commencing one year after the date of grant.

In the case of an option not covered by the preceding paragraph, the shares
subject to such option shall vest in amounts at times the Committee, in its sole
discretion, shall determine, and the Committee is authorized to change the
vesting schedule of such options to a schedule which is more favorable to the
optionee, provided that no such option may vest in amounts greater than, or at
times prior to, the amounts and times such options would have vested if such
options vested in accordance with the provisions described in the preceding
paragraph. However, all options granted under the Plan must fully vest within
ten years from its grant date.

Exercise. Subject to the terms of the Plan, an option may be exercised by
delivering written notice of exercise, along with the aggregate option purchase
price, to Molex. The option purchase price may be paid either in cash or Molex
stock (valued at its closing price on the date of exercise).

Termination of Options. An option granted under the Plan expires at the
earliest of: (a) the expiration date specified when the option was granted, (b)
one year after the death, total disablement or retirement of the optionee upon
the satisfaction of certain conditions or (c) upon termination from employment
or service as a director for any reason other than those specified in clause
(b); provided, however, that no option may be exercised more than one year after
the date it becomes fully vested.

LIMITATIONS OF SHARES GRANTED.

The number of shares for which options may be granted to any person in any
calendar year cannot exceed the following:

Overall Limitation. With respect to any option (whether an ISO or
nonqualified stock option), the lesser of 3% of the number of shares
reserved under the Plan (subject to anti-dilution adjustments) or 50,000
shares (subject to anti-dilution adjustments).

ISOs. With respect to ISOs, the number of shares which are subject to
options that are first exercisable in any given succeeding calendar year
shall not have a fair market value (determined at the time of grant) that
exceeds (a) $100,000 less (b) the aggregate fair market value (determined
at the respective time of their grants) of those shares of all prior ISOs
that are first exercisable in said succeeding calendar year.

Such limitations are merely ceilings as to the amount of the total awards
or an award to an individual. When making discretionary option grants under the
Plan, the Committee may grant an amount less than the maximum amount or grant no
shares at all.

10
<PAGE> 13

AUTOMATIC GRANT OF OPTIONS TO DIRECTORS

In order to comply with certain provisions of the federal securities laws,
option grants to directors who serve on the Committee (or who may serve on the
Committee in the future) must be made in an objective and nondiscretionary
manner. Accordingly, the Plan provides that each director shall receive an
automatic nondiscretionary stock option grant as of the date of the Annual
Stockholders Meeting every year during the term of the Plan. Option grants to
directors generally are subject to the provisions described above, but such
grants are not subject to the provisions described above under the caption
"Limitations of Shares Granted." The amount of shares subject to options that
will be automatically granted to each director each year shall be:

For directors who are full-time salaried employees of Molex. The
amount of shares equal to the largest multiple of 100 whose fair market
value on the date of grant does not exceed $100,000.

For outside directors. The amount of shares equal to 200 multiplied by
the number of years of service or fraction thereof, but shall not exceed
3,000 shares or have a fair market value on the date of grant which exceeds
$100,000. The amount of shares shall increase to 500 multiplied by the
number of years of service or fraction thereof, but shall not exceed 3,000
shares or have a fair market value on the date of grant which exceeds
$100,000, if all of the following financial conditions are met for the
fiscal year ended immediately prior to the grant:

(1) Molex's net profits (after taxes) are at least 10% of the net
sales revenue as reported in the audited financial statements;
and

(2) Molex's net sales revenue increase as compared to the prior
year's net sales revenue as reported in the audited financial
statements exceeds one and one-half (1.5) times the "Worldwide
Growth" of the general connector market as determined by at
least one outside independent contractor consultant. If more
than one consultant is used, the average growth shall be the
Worldwide Growth. The disinterested directors shall have the
authority to choose the consultant or consultants.

DURATION, MODIFICATION OR TERMINATION OF THE PLAN

The Plan is scheduled to terminate on June 30, 2000, although the Board of
Directors can terminate it effective as of an earlier date. Termination of the
Plan would not affect options granted prior to such a termination. The Board of
Directors may amend the Plan at any time, subject to stockholder approval if
required by Securities and Exchange Commission rules or the listing requirements
of any national securities exchanges or trading systems on which are listed any
of Molex's equity securities.

FEDERAL INCOME TAX IMPLICATIONS OF THE PLAN

The following is a brief summary of the principal federal income tax
implications of awards under the Plan. This summary is not intended to be
exhaustive and does not describe state, local or foreign tax laws.

NON-QUALIFIED STOCK OPTIONS.

General Rule. Generally, an individual receiving a non-qualified stock
option does not realize any taxable income for federal income tax purposes at
the time of grant. Upon exercise of an option, the excess of the fair market
value on the date of exercise over the option exercise price will be taxable to
the optionee as ordinary income. The optionee will have a capital gain (or loss)
upon the subsequent sale of the stock in an amount equal to the sale price
reduced by the fair market value of the stock on the date the option was
exercised. The holding period for purposes of determining whether the capital
gain (or loss) is a long or short-term capital gain (or loss) will commence on
the date the option is exercised.

11
<PAGE> 14

The Company. Molex is entitled to a tax deduction in the same amount and in
the same year in which the optionee recognizes ordinary income resulting from
the exercise of an option.

Tax Withholding. The amount of income that is taxable to an optionee upon
the exercise of a non-qualified stock option will be treated as compensation.
Such amount will be subject to applicable withholding of federal, state and
local income taxes and Social Security taxes (in the case of an optionee who is
an employee) or federal self-employment tax and applicable federal, state and
local estimated tax payments (in the case of an optionee who is a non-employee
director).

If the Optionee Uses Molex Stock to Pay the Option Exercise Price. If the
optionee pays the option exercise price by tendering stock of Molex and receives
back a larger number of shares, the optionee will realize taxable income in an
amount equal to the fair market value of the additional shares received on the
date of exercise, less any cash paid in addition to the shares tendered. Upon a
subsequent sale of the stock, the number of shares equal to the number delivered
as payment of the option exercise price will have a tax basis equal to that of
the shares originally tendered. The additional newly-acquired shares obtained
upon exercise of the option will have a tax basis equal to the fair market value
of such shares on the date of exercise.

INCENTIVE STOCK OPTIONS.

General Rule. Generally, an optionee will not realize any taxable income
for federal income tax purposes at the time an ISO is granted. Upon exercise of
the ISO, the optionee will incur no income tax liability (other than pursuant to
the alternative minimum tax, if applicable). If the optionee transfers shares
received upon the exercise of an ISO within a period of two years from the date
of grant of such ISO or one year from the date of receipt of the shares of Stock
(the "Holding Period"), then, in general, the optionee will have taxable
ordinary income in the year in which the transfer occurs in an amount equal to
the excess of the fair market value on the date of option exercise over the
option exercise price, and will have long-term or short-term capital gain (or
loss) in an amount equal to the difference between the sale price of the shares
and the fair market value of the shares on the date of exercise. However, if the
sale price is less than the fair market value of the shares on the date of
option exercise, the ordinary income will be not more than the difference
between the sale price and the option exercise price. If the optionee transfers
the shares after the expiration of the Holding Period, he or she will recognize
income taxable at the capital gains tax rates at the difference between the sale
price and the option exercise price.

The Company. Molex is not entitled to a tax deduction upon grant, exercise
or subsequent transfer of shares of common stock acquired upon exercise of an
ISO, provided that the optionee holds the shares received upon the exercise of
such option for the Holding Period. If the optionee transfers the stock acquired
upon the exercise of an ISO prior to the end of the Holding Period, Molex is
entitled to a deduction at the time the optionee recognizes ordinary income in
an amount equal to the amount of ordinary income recognized by such optionee as
a result of such transfer.

Tax Withholding. If the optionee transfers the Stock acquired upon exercise
of an ISO prior to the end of the Holding Period (a "disqualifying
disposition"), the optionee must remit to Molex an amount sufficient to satisfy
all federal, state and local income taxes and Social Security taxes.

If the Optionee Uses Molex Stock to Pay the Option Exercise Price. If an
optionee pays the option exercise price by tendering stock of Molex, such
optionee will generally incur no income tax liability (other than pursuant to
the alternative minimum tax, if applicable), provided the Holding Period
requirement is met. If the tendered stock were subject to the Holding Period
requirement when tendered, payment of the option exercise price with such stock
constitutes a disqualifying disposition. If the optionee pays the option
exercise price by tendering Molex stock and the optionee receives back a larger
number of shares, under proposed Treasury Regulations, the optionee's basis in
the number of shares of newly acquired stock equal to the number of shares
delivered as payment of the option exercise price will be equal to that of the
shares originally tendered. The additional newly acquired shares obtained

12
<PAGE> 15

upon exercise of the option will have a tax basis of zero. All stock acquired
upon exercise will be subject to the Holding Period requirement, including the
number of shares equal to the number tendered to pay the exercise price.

SECURITIES REGISTRATION

There is no present intention to register the shares covered by the Plan
under the Securities Act of 1933 (the "1933 Act"). Thus, without registration,
as a practical matter, all sales of stock acquired under the Plan will require
compliance with an exemption under the 1933 Act. Certain participants could
comply with Rule 144 for such an exemption, which provides, among other things,
for a two-year holding period from the date of exercise of an option. A two-year
holding period would effectively preclude most disqualifying dispositions.

PLAN BENEFITS

IN GENERAL

The size of future option grants to officers under the Plan is not
determinable as of the date of this proxy statement because of the discretionary
nature of such grants. The size of future option grants to directors is also not
determinable as of the date of this proxy statement because the amounts of such
grants depend upon the fair market value of the Stock on the grant date (in the
case of grants to directors who are employees) or the achievement of certain
objective performance goals (in the case of grants to non-employee directors).

LONG-TERM OPTIONS

On April 15, 1994, the Committee granted long-term nonqualified stock
options ("Long-Term Options") to 5 executive officers of Molex. All of the
Long-Term Options provide for an identical ten year waiting period whereupon the
options become 100% vested and subject to exercise during the following year.
Directors are ineligible to receive these type of discretionary options.

The aggregate amount of the Long-Term Options granted to the executive
officers as a group were options to acquire 125,000 shares of Stock subject to
stockholder approval of the Restatement. Included in this amount is a Long-Term
Option to acquire 25,000 shares of Stock granted to J. J. King, Vice
President-International Operations of Molex. If the Restatement is not approved
by the stockholders, all such Long-Term Options shall be deemed not to have been
granted, and the shares of Stock subject to such options will be available for
future grants under the Plan.

VOTE NECESSARY TO ADOPT RESTATEMENT

Adoption of the Restatement will require the affirmative vote of the
holders of a majority of the outstanding shares of the Common Stock entitled to
vote and present in person or by proxy, voting as a class, and of the Class B
Common Stock entitled to vote and present in person or by proxy, voting as a
class. Directors and officers of Molex, who control approximately 47% of the
outstanding stock entitled to vote, intend to vote for this proposal. However,
the Board of Directors has determined that the affirmative vote of a majority of
the stockholders entitled to vote and present in person or by proxy excluding
all directors and officers will be necessary, though not legally required, to
approve the Restatement. If a majority of the stockholders entitled to vote
(other than the directors and officers) fail to approve the Restatement, the
Plan will continue in accordance with its current terms.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. The enclosed
Proxy will be voted for the proposal unless a contrary specification is made.

13
<PAGE> 16

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table sets forth the information on
compensation awarded to, earned by, or paid to F. A. Krehbiel, Chief Executive
Officer of Molex, and the four other most highly compensated executive officers
of Molex (collectively, the "Executives") for the last three fiscal years ended
June 30, 1992, 1993 and 1994 for services in all capacities to Molex and its
subsidiaries.

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION(D)
ANNUAL COMPENSATION AWARDS
-------------------------------------- ---------------
FISCAL OTHER ANNUAL OPTIONS(E) ALL OTHER
NAME AND PRINCIPAL POSITION(A) YEAR SALARY BONUS(B) COMPENSATION(C) (NO. SHARES) COMPENSATION(F)
- - ------------------------------------- ------ -------- -------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
F. A. Krehbiel....................... 1994 $377,668 $90,000 * 2,900 $113,584
Chairman and 1993 $350,444 $50,000 * 3,375 $ 67,571
Chief Executive Officer 1992 $309,722 $50,000 $113,607 4,125 $ 25,181

J. H. Krehbiel, Jr................... 1994 $322,100 $70,000 $ 43,670 2,900 $ 63,100
President 1993 $303,850 $70,000 $ 46,249 3,375 $ 62,273
1992 $287,960 $90,000 * 4,125 $ 26,457

G. Tokuyama.......................... 1994 $410,232 $56,202 * 4,000 $ 98,246
Vice President; President, 1993 $347,050 $52,060 * 5,000 $ 76,348
Molex Far East-North Operations; 1992 $313,636 $17,923 * 6,250 $ 39,794
President, Molex-Japan Co., Ltd.

W. W. Fichtner....................... 1994 $316,711 $52,258 * 0 $ 16,925
Vice President and President, 1993 $332,591 $19,953 $ 84,664 0 $ 15,580
Molex Europe Operations 1992 $316,670 $15,896 * 0 $ 12,343

J. J. King........................... 1994 $242,804 $72,104 * 30,000(g) $ 25,568
Vice President -- 1993 $226,282 $27,989 * 5,000 $ 26,516
International Operations 1992 $199,896 $25,314 * 5,625 $ 19,395
</TABLE>

- - ----------------------------
(a) The positions set forth in this Table are the principal positions held in
Molex or its subsidiaries for which compensation has been paid.

(b) Includes cash merit bonus.

(c) This column includes the dollar amount of the following three categories:
perquisites and other personal benefits, securities or property but only to
the extent that the aggregate sum for an Executive is at least a threshold
amount equal to the lesser of $50,000 or 10 percent of the total of annual
salary and bonus. An "*" appears in the column if the amount for an
Executive in a given fiscal year is less than the threshold. For each
Executive meeting the threshold for a fiscal year, those specific items that
exceed 25 percent of the total reported amount in this column are set forth
below.

For Fiscal Year 1994:
J. H. Krehbiel, Jr......Value of personal use of a company car -- $17,579
For Fiscal Year 1993:
J. H. Krehbiel, Jr. ......Value of personal use of company car -- $17,579
W. W. Fichtner............Value of personal use of company car -- $22,250

(d) Molex does not have any restricted stock awards or long-term incentive plan
payouts. The only type of long-term compensation is in the form of stock
options granted pursuant to The 1991 Molex Incorporated Incentive Stock
Option Plan.

(e) The number of shares granted are under The 1991 Molex Incorporated Incentive
Stock Option Plan. All figures have been adjusted to reflect any stock
dividends.

(f) Includes the following amounts with respect to Fiscal Year 1994 and Fiscal
Year 1993, respectively:
(i) Amounts accrued pursuant to matters discussed in Section entitled
"INDIVIDUAL ARRANGEMENTS INVOLVING FUTURE COMPENSATION": F. A. Krehbiel
-- $35,416 and $33,975; J. H. Krehbiel, Jr. -- $41,167 and $39,387; G.
Tokuyama -- $26,526 and $24,561.
(ii) Amounts contributed by Molex or any of its subsidiaries pursuant to
defined contribution retirement plans: F. A. Krehbiel -- $21,933 and
$22,886; J. H. Krehbiel, Jr. -- $21,933 and $22,886; G. Tokuyama --
$67,362 and $48,875; W. W. Fichtner -- $13,050 and $12,115; J. J. King
-- $21,933 and $22,886.
(iii) The value of any insurance premiums paid by Molex or any of its
subsidiaries with respect to any term life insurance (or the residual
cash value for which coverage is paid) and, if the Executive will
receive an interest in the cash surrender value, the value of the
remainder of the premiums paid: F. A. Krehbiel -- $56,235 and $10,710;
G. Tokuyama -- $4,358 and $3,912; W. W. Fichtner -- $3,875 and $3,465;
J. J. King -- $3,635 and $3,630.

(g) Includes a grant of a long-term stock option to acquire 25,000 shares of
Common Stock subject to stockholder approval. See the PROPOSAL TO APPROVE
AMENDMENT AND RESTATEMENT OF THE 1991 MOLEX INCORPORATED INCENTIVE STOCK
OPTION PLAN.

14
<PAGE> 17
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1994 AND YEAR-END OPTION VALUES

The following table sets forth certain information for the Executives
concerning the stock options exercised during the fiscal year ended and the
unexercised stock options as of the end of the fiscal year just ended.

<TABLE>
<CAPTION>
AT JUNE 30, 1994
------------------------------------------------------------
NUMBER OF NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES ACQUIRED OPTIONS(A) IN-THE-MONEY OPTIONS(C)
UPON VALUE ---------------------------- ----------------------------
NAME EXERCISE(A) REALIZED(B) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---------------------------- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
F. A. Krehbiel.............. 6,500 $ 103,480 14,092 9,058 $ 275,481 $ 87,249
J. H. Krehbiel, Jr.......... 4,874 $ 97,175 7,593 9,058 $ 124,945 $ 72,479
G. Tokuyama................. 7,907 $ 193,726 4,374 12,470 $ 59,111 $ 156,344
W. W. Fichtner.............. 9,374 $ 204,041 3,187 1,594 $ 71,394 $ 35,706
J. J. King.................. 22,500 $ 480,000 11,343 36,657(d) $ 187,119 $ 259,181(d)
</TABLE>

- - ----------------------------
(a) Includes both shares of Common Stock and Class A Common Stock.
(b) The difference between the aggregate fair market value of the shares
acquired on the date of exercise and the aggregate option exercise price for
such shares.
(c) The difference between the aggregate fair market value of the shares for
which options were unexercised as of June 30, 1994 (based on a value on that
date of $38.00/share for Common Stock and $36.75/share for Class A Common
Stock) less the aggregate option exercise price for such shares.
(d) Includes 25,000 share long-term option which is contingent upon stockholder
approval as set forth in the PROPOSAL TO APPROVE AMENDMENT AND RESTATEMENT
OF THE 1991 MOLEX INCORPORATED INCENTIVE STOCK OPTION PLAN.

OPTION GRANTS IN FISCAL YEAR 1994

The following table sets forth information for the Executives concerning
option grants for the fiscal year just ended.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE
----------------------------------------------------------- AT ASSUMED ANNUAL
PERCENTAGE OF RATES OF STOCK
TOTAL OPTIONS PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM(C)
GRANTED EMPLOYEES IN PRICE EXPIRATION ------------------------
NAME (NO. SHARES)(A) FISCAL 1994(B) ($/SH) DATE 5% 10%
- - ------------------------ --------------- -------------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
F. A. Krehbiel.......... 2,900 0.71% $ 37.675 10-22-98 $ 17,509 $ 50,706
J. H. Krehbiel, Jr...... 2,900 0.71% $ 37.675 10-22-98 $ 17,509 $ 50,706
G. Tokuyama............. 4,000 0.98% $ 30.625 07-16-98 $ 33,844 $ 74,787
W. W. Fichtner.......... 0 0.00% $ -- -- $ -- $ --
J. J. King.............. 5,000 1.23% $ 30.625 07-16-98 $ 42,306 $ 93,484
J. J. King.............. 25,000(d) 6.13% $ 33.00 04-15-05 $586,030(d) $1,528,821(d)
</TABLE>

- - ----------------------------
(a) All options were granted pursuant to The 1991 Molex Incorporated Incentive
Stock Option Plan and relate to the right to acquire Common Stock for an
exercise price equal to the fair market value of the Common Stock on the
grant date. Because F. A. Krehbiel and J. H. Krehbiel, Jr. each owned at
least 10% of the voting power of the Common Stock, their exercise price is
equal to 110% of the fair market value of the Common Stock on the grant
date. Options generally may not be exercised for one year after the grant
date. Each year after the grant 25% of the shares subject to option become
exercisable either by delivery cash or stock of Molex. The options expire
after 5 years.
(b) Total options granted to employees (424,500 shares) includes options granted
to all employees under all of the stock option plans (qualified and
non-qualified) for the stated period. Also includes long-term options
covering 125,000 shares which are contingent upon stockholder approval as is
set forth in the PROPOSAL TO APPROVE AMENDMENT AND RESTATEMENT OF THE 1991
MOLEX INCORPORATED INCENTIVE STOCK OPTION PLAN.
(c) Based on a compounded annual increase of the stated percentage of the market
price on the date of grant over the term of the option (five years except as
described in (d) below). The amount in the column represents the difference
between the aggregate increased value and the aggregate option exercise
price.
(d) Long-term option which is contingent upon stockholder approval as set forth
in the PROPOSAL TO APPROVE AMENDMENT AND RESTATEMENT OF THE 1991 MOLEX
INCORPORATED INCENTIVE STOCK OPTION PLAN. The compounded annual increase of
the stated percentage of the market price on the date of grant is calculated
over a term of eleven years.
15
<PAGE> 18
INDIVIDUAL ARRANGEMENTS INVOLVING FUTURE COMPENSATION

J. H. Krehbiel, Jr., President of Molex, and F. A. Krehbiel, Chairman and
Chief Executive Officer of Molex, each has an agreement with Molex pursuant to
which Molex has agreed that if he dies while employed by Molex, it will pay his
wife, if she survives him, a given amount per year for the remainder of her
life. The annual amount will be automatically adjusted every January 1 to
reflect an increase (or decrease) in the Consumer Price Index for the preceding
calendar year at the rate of said increase or decrease. As of January 1 of this
year, the annual amount is $137,785. Each agreement terminates in the event that
employment with Molex terminates for any reason other than death.

G. Tokuyama, a Vice President of Molex, has an agreement with Molex-Japan
Co., Ltd. ("Molex-Japan"), a subsidiary of Molex International, Inc., pursuant
to which it is agreed that if he dies while employed by Molex-Japan, it will pay
his wife, if she survives him, 17,500,000 Yen (approximately $178,000) per year
for the remainder of her life not to exceed five years. The agreement terminates
in the event that employment terminates for any reason other than death.

W. W. Fichtner, Vice President of Molex, has entered into an agreement with
Molex dated December 11, 1991 (the "Agreement") whereby he has acquired a 10%
share (the "Share") of the quotas (or equity) in Molex GmbH, a German subsidiary
of Molex, in consideration of DM1,750,000 (the "Principal"). Molex has loaned
Fichtner the Principal at 5% interest per annum. Principal and interest are due
June 30, 1995. The loan is secured by the Share.

Molex has the right to purchase Fichtner's Share at any time upon any one
of the following events: termination of Fichtner's employment with Molex;
Fichtner's death, disablement or retirement; or foreclosure of the Share as
security for any loan. The price at which Molex may purchase Fichtner's Share is
calculated as set forth below.

Until June 30, 1996, the amount which Fichtner may receive for his Share is
the amount paid by Fichtner for the Share plus any interest actually paid. For
the period July 1, 1996 to June 30, 2002 the amount which Fichtner may receive
as the purchase price for the Share is based on the increase in book value of
Molex GmbH. Specifically, Fichtner is entitled to receive a percent (the
"Multiplier") times the increase in book value, plus the Principal, plus any
interest paid for the loan. The Multiplier starts at 0% and increases to 100% as
the time the Share is held by Fichtner increases. After June 30, 2002, the price
per quota is equal to eight times the average net after-tax profit of Molex GmbH
for the three previous full fiscal years, divided by the number of shares or
quotas of Molex GmbH.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

Molex's Compensation Committee of the Board of Directors (the "Committee")
approves compensation for the executive officers (the "Executive Officers") of
Molex, including the Chief Executive Officer ("CEO"). The guiding principles
governing the philosophies behind the compensation of Executive Officers are as
follows:

- Provide compensation that is competitive for an individual's
performance and level of responsibility.

- Reward performance that exceeds industry norms.

- Retain the management talent needed to achieve Molex's business
objectives, particularly to improve its position within the
connector industry.

- Align management actions with shareholder interests in order to
focus on the long-term success of Molex.

There are three general components of executive compensation which are used
to achieve the principles set forth above. They are base salary, merit bonus and
stock plans. Molex seeks to have the overall executive compensation be
approximately that of the industry average. When compared to industry norms,
Executive Officers' base salaries are higher than average while their merit
bonuses and grants under the stock plans described herein are below average.

F. A. Krehbiel, Molex's CEO, is evaluated and his compensation administered
in the same general fashion as the other Executive Officers.

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<PAGE> 19

ANNUAL BASE SALARY

The performance of all Executive Officers is reviewed annually and any
salary increases are based upon the competitive base salary range described
below and the individual's performance during the previous year. While there is
no specific weight given to a particular factor in determining salary increases,
individual performance is the principal factor. Generally, the Committee
recommends base salaries in the second highest quartile paid by
manufacturing/electronics companies of comparable size. This data is based on a
survey conducted by outside consultants for positions similar to those held by
the Executive Officers. The companies surveyed for compensation purposes are not
the same as those in the Peer Group in the section entitled "Stockholder Return
Performance Presentation" included in this proxy statement, as Molex's most
direct competitors for executive talent are not necessarily all of the companies
that would be included in a peer group established to compare stockholder
returns.

For the next fiscal year, F. A. Krehbiel's annual base salary was increased
6.6% to $405,100 effective September 1, 1994. With respect to setting F. A.
Krehbiel's base salary, the Committee took into account his leadership and
direct contributions, which resulted in the Company's strong financial
performance for the fiscal year ended June 30, 1994 compared to the industry.

MERIT BONUS

The merit bonus is a short-term incentive calculated as a percentage of
base salary according to a plan that covers all Executive Officers, including
the CEO. The merit bonus percentage for each Executive Officer is based on two
financial components and one discretionary non-financial component. The goals on
which these components are based are established by the Executive Committee and
approved by the Board of Directors at the beginning of each fiscal year.

The financial performance components of the merit bonus are a net sales
goal and a profitability goal expressed as a percent of net sales. Each of the
two financial components can be further divided with respect to a particular
officer. For example, in addition to worldwide Company financial performance, an
individual may also have one or more additional goals for specific business
regions or divisions for which the individual is responsible.

If at least 95% of the net sales goal or at least 90% of the profit goal is
achieved, then the individual is entitled to a merit bonus. The merit bonus
percentage for each financial component increases to a maximum amount when 120%
of each financial goal is achieved. The maximum bonus percentage that can be
paid to any Executive Officer is in a range from 20% to 60% of base salary
depending upon the position and responsibilities of the individual.

In addition to net sales and profitability goals, each Executive Officer
has certain non-financial goals. The achievement of or progress toward achieving
these non-financial goals can increase an individual's merit bonus up to an
additional 10% of base salary. The non-financial goals vary from individual to
individual depending upon the particular area of responsibility.

F. A. Krehbiel's bonus was determined by comparing Molex's financial
results to the financial goals described above and by measured progress toward
non-financial goals in key functions including engineering, marketing, quality
and manufacturing operations. The net sales goal was reached but the
profitability goal was not. Mr. Krehbiel was awarded a merit bonus of $90,000
which was 23.7% of his base salary for the fiscal year just ended.

STOCK PLANS

Molex has two stock-based equity plans in which an Executive Officer may
participate, The 1991 Molex Incorporated Incentive Stock Option Plan (the "1991
Plan") and The 1990 Molex Incorporated Executive Stock Bonus Plan (the "1990
Plan"). These two stock plans provide long-term incentives to Executive Officers
and encourage long-term growth of the Company.

17
<PAGE> 20

THE 1991 MOLEX INCORPORATED INCENTIVE STOCK OPTION PLAN

Each Executive Officer who is also a Director automatically receives an
annual grant of options to acquire the number of shares of Common Stock equal to
the largest multiple of 100 whose fair market value on the date of grant does
not exceed $100,000. During last fiscal year, F. A. Krehbiel and J. H. Krehbiel,
Jr. each received automatic grants of options to acquire 2,900 shares of Common
Stock under the 1991 Plan.

The number of options granted to an Executive Officer who is not a member
of the Board of Directors is at the discretion of the Committee based on the
same criteria used to determine the merit bonuses, except that a longer time
frame (i.e., more than three years) is used. Using these long-term performance
criteria provides a strong link between management interests and those of the
Company's shareholders. The Committee considers previous grants when determining
stock option grants for a given year.

THE 1990 MOLEX INCORPORATED EXECUTIVE STOCK BONUS PLAN

The 1990 Plan provides for the award of a stock bonus at the end of a
fiscal year during which Molex's financial performance has been exemplary. The
Committee, which also administers the 1990 Plan, may, in its sole discretion,
award a stock bonus to eligible persons subject to the financial goal
limitations set forth below.

No shares can be awarded for a given fiscal year if (a) the increase in
Molex's sales did not either equal at least 15% or exceed two times the
worldwide connector market growth or (b) if the effect of an award would be to
lower Molex's net profit (after taxes) as a percent of sales below 10%. In a
given year, an eligible person can receive a maximum amount of stock whose fair
market value on June 30 is equal to: 25% of the person's base salary if the
increase in Molex's sales exceeded either 15% or two times the worldwide
connector market growth but was less than 20%; or 50% of the person's base
salary if Molex's sales increased 20% or more.

The Committee may award a cash bonus to offset taxes, thereby encouraging
the recipient to hold the stock awarded. The stock and tax offset bonuses are
distributed in four equal annual installments commencing on the June 30 ending
the fiscal year for which the bonus has been awarded or as soon thereafter as
practicable. If an individual who is awarded a bonus has not yet received his
completed distribution and voluntarily leaves Molex before retirement, the
balance due him is subject to forfeiture.

For the fiscal year just ended, Molex achieved a 12.2% sales growth and a
net profit as a percent of sales less than 10%. Accordingly, the Committee did
not award any stock bonuses for the fiscal year just ended.

EFFECT OF SECTION 162(M)

Molex will continue to analyze its executive compensation practices and
plans on an ongoing basis with respect to Section 162(m) of the Internal Revenue
Code. Where it deems advisable, Molex will take appropriate action to maintain
the tax deductibility of its executive compensation.

Robert H. Hayes, Chairman
Robert J. Potter
Hachiro Koyama

INDEBTEDNESS OF MANAGEMENT

F. A. Krehbiel, Chairman, Chief Executive Officer and Director, received
compensation advances from time to time during the last fiscal year with
interest payable at the floating six month federal interest rate. The range of
interest charged during the period from July 1, 1993 to August 31, 1994 was
4.98%-7.11%. The largest aggregate amount of such advances outstanding at any
time during such period was $485,414. As of August 31, 1994, the aggregate
advance to F. A. Krehbiel was $485,414.

18
<PAGE> 21

R. C. Wieser, Vice President, received a $350,000 interest free relocation
loan as an inducement to take his present position. The loan is payable when Mr.
Wieser's current residence is sold. As of August 31, 1994, the entire amount of
the loan was outstanding.

M. P. Slark, Vice President, obtained a credit arrangement from Molex
whereby he can receive up to a $400,000 interest free relocation loan as an
inducement to accept a new position. When his present residence is sold, a
portion of the loan will become payable. The balance of the loan will be
forgiven in equal installments over the next five years ending June 30, 1998
should he remain in the employment of Molex. The largest aggregate amount
outstanding under this credit arrangement during the period from July 1, 1993 to
August 31, 1994 was $400,000. As of August 31, 1994, $120,000 was outstanding.

G. Tokuyama, Vice President, received an interest free demand loan in the
aggregate amount of $94,121.10 in order to exercise stock options. The largest
aggregate amount of loans outstanding at any time from July 1, 1993 to August
31, 1994, was $94,121.10. As of August 31, 1994, $94,121.40 was outstanding.

W. W. Fichtner, Vice President, received various loans totaling $400,000 at
8% interest per annum in order to exercise various stock options. During the
last fiscal year, $136,232 of the loans were repaid and an additional $78,125
was advanced. The largest aggregate amount of loans outstanding at any time from
July 1, 1993 to August 31, 1994 was $400,000. As of August 31, 1994, $341,893
was outstanding.

K. M. Regas, Vice President, obtained compensation advances totaling an
aggregate principal amount of $60,000 with interest payable at the six month
federal interest rate. The loan principal and any accrued interest is due on or
before February 29, 1996. The range of interest charged during the period from
July 1, 1993 to August 31, 1994 was 4.98%-7.11%. The largest aggregate amount of
such advances outstanding (including unpaid interest charges) at any time during
such period was $63,145. As of August 31, 1994, the aggregate advance to K. M.
Regas was $63,145.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee are Robert H. Hayes, Robert J.
Potter and Hachiro Koyama. All of the Committee members are outside directors
having no other relationships, business or otherwise, with Molex.

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<PAGE> 22

STOCKHOLDER RETURN PERFORMANCE PRESENTATION

The graph set forth below provides comparisons of the yearly percentage
change in the cumulative total shareholder return on Molex's Common (and Class A
Common) Stock with the cumulative total return of Standard & Poor's MidCap 400
Stock Index and a Peer Group Index for the five fiscal years ended June 30,
1994.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN (A)
(MOLEX INCORPORATED, PEER GROUP AND S&P MIDCAP 400 INDEX)

<TABLE>
<CAPTION>
MEASUREMENT PERIOD MOLEX INCOR- PEER GROUP S&P MIDCAP
(FISCAL YEAR COVERED) PORATED (B) (C) 400 (D)
<S> <C> <C> <C>
1989 100 100 100
1990 139 123 115
1991 172 133 130
1992 194 140 154
1993 237 196 189
1994 301 253 189
</TABLE>

- - -------------------------
(a) Assumes $100 invested on June 30, 1989 in Molex Common Stock, the S&P MidCap
400 Index and the Peer Group Index defined below in footnote (c) and
reinvestment of all dividends.
(b) On June 30, 1989 the only publicly-traded equity security of Molex was
Common Stock. Effective July 25, 1990, a 100% stock dividend of Class A
Common Stock was paid to holders of Common Stock. For periods in which both
Common Stock and Class A Common Stock were outstanding, performance data is
based on a weighted average of the return of each class.
(c) The Peer Group is comprised of all the companies in the S&P MidCap 400
classified in the following Industry Groups: "Electronic Components & Other
Equipment" and "Electronic Components & Accessories" (13 companies
excluding Molex) and all the "electronic connector" companies which are
independently traded on the New York Stock Exchange or listed by NASDAQ (6
companies excluding Molex). The S&P MidCap 400 companies are: Altera
Corporation; Analog Devices, Inc.; Anthem Electronics, Inc.; Avnet, Inc.;
Cirrus Logic, Inc.; Cypress Semiconductor Corporation; Linear Technology
Corporation; LSI Logic Corporation; Magnetek, Inc.; Micron Technology,
Inc.; Teradyne, Inc.; Varian Associates, Inc; and Xilinx, Inc. The
connector companies are: Amphenol Corporation; AMP Incorporated; Augat
Inc.; Methode Electronics Inc.; Robinson Nugent Inc.; and Thomas & Betts
Corporation.
(d) Cumulative returns calculated from the S&P MidCap Total Return Index,
maintained by Standard & Poor's Corporation. Molex is one of the companies
comprising the S&P MidCap 400.

20
<PAGE> 23

STOCKHOLDER PROPOSALS

In order to be considered for inclusion in next year's proxy material, any
stockholder proposal to be presented at Molex's 1995 Annual Stockholders'
Meeting must be submitted to the Corporate Secretary, Molex Incorporated, 2222
Wellington Court, Lisle, Illinois 60532 on or before May 22, 1995. Molex's
by-laws provide that stockholder nominations for persons for election to Molex's
board of directors and proposals for business to be considered at an annual
stockholders meeting must satisfy certain conditions including generally
submitting notice to Molex not more than 90 days or less than 60 days prior to
the anniversary of the preceding year's annual meeting of stockholders.

RELATIONSHIP WITH INDEPENDENT AUDITORS

Molex has selected Deloitte & Touche LLP as its principal independent
auditors for the current fiscal year. Deloitte & Touche LLP has served in that
capacity since December, 1986.

A representative of Deloitte & Touche LLP is expected to be present at the
upcoming Annual Meeting of Stockholders and will be offered the opportunity to
make a statement if desired and will be available to respond to appropriate
questions. Molex has been advised by Deloitte & Touche LLP that no member of the
firm has any financial interest, either direct or indirect, in Molex or any of
its subsidiaries, during the time period that it has served in the capacity as
independent auditor of Molex, and that it has no connection with Molex or any of
its subsidiaries in any capacity other than as public accountants.

OTHER INFORMATION

No business other than that herein specifically mentioned is intended to be
presented by management at the Annual Meeting of Stockholders. Management knows
of no other business which may be properly presented by others. If, however, any
other business properly comes up for action at the meeting, the proxy holders
will vote with respect thereto in their discretion.

By Order of the Board of Directors of
MOLEX INCORPORATED

[SIG]

Frederick A. Krehbiel

Dated at Lisle, Illinois
September 19, 1994

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<PAGE> 24

APPENDIX A

THE 1991 MOLEX INCORPORATED INCENTIVE STOCK OPTION PLAN
(As amended April 15, 1994)

ARTICLE I -- GENERAL

1.1 NAME OF PLAN -- The name of the plan described in detail herein shall
be The 1991 Molex Incorporated Incentive Stock Option Plan (the "Plan").

1.2 PURPOSE -- The purpose of the Plan is to induce certain designated
employees and the directors to remain in the employ of Molex Incorporated, a
Delaware corporation (the "Company"), and any of its subsidiaries, and to
encourage such employees and directors to secure or increase on reasonable terms
their stock ownership in the Company. The Company believes the Plan will promote
continuity of management and increase incentive and personal interest in the
welfare of the Company by those who are primarily responsible for shaping,
carrying out the long-range plans of the Company and securing its continued
growth and financial success.

It is also the purpose of the Plan (except where otherwise noted) to be
qualified under sec.422(a) of the Internal Revenue Code, as amended. Thus, all
provisions of the Plan shall be interpreted and construed with this goal in
mind.

1.3 ELIGIBILITY -- The following persons shall be eligible to receive a
grant under the Plan: any director or officer of Molex Incorporated.

ARTICLE II -- TERM OF PLAN

2.1 EFFECTIVE DATE -- The Plan shall become effective upon adoption by the
Board of Directors of the Company subject to the subsequent approval by the
stockholders of the Company within one (1) year of adoption by the Board of
Directors. If the stockholders do not approve the Plan within one (1) year of
adoption, then this Plan shall cease to exist and all options granted hereunder
shall become void.

2.2 EXPIRATION -- This Plan shall expire June 30, 2000 and no option shall
be granted on or after such expiration date. However, expiration of the Plan
shall not affect outstanding unexpired options previously granted.

ARTICLE III -- STOCK SUBJECT TO PLAN

3.1 CLASS OF STOCK -- The stock that shall be subject to option under the
Plan shall be Molex Incorporated Common Stock, par value 5c per share (the
"Stock").

3.2 NUMBER OF SHARES -- One million two hundred fifty thousand (1,250,000)
shares of the Stock shall be reserved for issue upon the exercise of options
granted under the Plan.

3.3 EXPIRED, FORFEITED OR CANCELED OPTIONS -- If any such options granted
under the Plan shall expire, be forfeited or canceled for any reason without
having been exercised in full, the unexercised shares subject thereto shall
again be available for the purpose of the Plan.

ARTICLE IV -- ADMINISTRATION

4.1 COMMITTEE -- The Plan shall be administered by a committee (the
"Committee") under the terms and conditions and powers set forth herein.

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<PAGE> 25

4.2 MAKEUP OF THE COMMITTEE -- The Committee shall consist of three or more
members of the Board of Directors of the Company. The Committee shall be the
Compensation Committee of the Board of Directors or any other Board members
appointed by the Board of Directors.

4.3 ACTION BY THE COMMITTEE -- A majority of the members of the Committee
shall constitute a quorum. All determinations of the Committee shall be made by
a majority of its members. Any decision or determination reduced to writing and
signed by a majority of the members of the Committee shall be fully as effective
as if it had been made by a majority vote at a meeting duly called and held.

4.4 POWER TO GRANT OPTIONS -- Subject to the express provisions of the
Plan, the Committee shall have complete authority, in its sole discretion, to
determine the employees to whom, and the time or times at which, options shall
be granted, the option periods, the vesting schedule and the number of shares to
be subject to each option, and such other terms and provisions of the option
agreements (which need not be identical). In making such determinations, the
Committee may take into account the nature of the services rendered by the
respective employee, his present and potential contribution to the Company's
success, and such other factors as the Committee in its discretion shall deem
relevant. The Committee shall have no power to grant options to directors or to
set the terms and conditions thereof.

4.5 GRANTS OF INCENTIVE STOCK OPTION AND NONQUALIFIED STOCK OPTIONS -- The
Committee shall have complete authority, in its sole discretion, to determine at
the time an option is granted whether such option shall be an incentive stock
option qualified under sec.422 of the Internal Revenue Code, as amended, ("ISO")
or whether such option shall be a nonqualified stock option. Unless the option
agreement says otherwise, all options granted shall be ISOs. The number of
shares for which options may be granted to any one person in any calendar year
shall be limited and cannot exceed the following:

a. OVERALL LIMITATION -- With respect to any option (whether ISOs or
nonqualified), three percent (3%) of the number of shares reserved for the
Plan as set forth in Paragraph 3.2 (adjusted as set forth in Article IX) or
fifty thousand (50,000) shares (adjusted as set forth in Article IX),
whichever is less.

b. INCENTIVE STOCK OPTION -- In addition, with respect to ISOs, the
number of shares which are subject to options that are first exercisable in
any given succeeding calendar year shall not have a fair market value (as
determined on the date of grant) that exceeds:

-- One Hundred Thousand Dollars ($100,000)

LESS

-- the aggregate fair market value (as determined at the respective
times of their grants) of those shares of all prior ISOs that are first
exercisable in said succeeding calendar year.

4.6 AUTOMATIC GRANT OF OPTIONS TO DIRECTORS -- Notwithstanding paragraphs
4.4 and 4.5, each director shall receive only an automatic nondiscretionary
stock option grant on the date of the Annual Stockholders Meeting every year
during the term of the Plan. Any option granted to a director who is an employee
of the Company shall be an incentive stock option and any option granted to a
director who is not an employee of the Company shall be a nonqualified stock
option. The amount of shares subject to the options that will be automatically
granted to each director each year shall be:

a. FOR DIRECTORS WHO ARE FULL-TIME SALARIED EMPLOYEES OF THE COMPANY
-- The amount of shares equal to the largest multiple of 100 whose fair
market value on the date of grant does not exceed $100,000.00.

b. FOR OUTSIDE DIRECTORS -- The amount of shares equal to 200
multiplied by the number of years of service or fraction thereof that does
not exceed 3,000 shares and whose fair market value on the date of grant
does not exceed $100,000.00. The amount of shares shall increase to 500
multiplied by the number of years of service or fraction thereof that does
not exceed 3,000 shares and whose fair market value on the date of grant

A-2
<PAGE> 26

does not exceed $100,000.00 if all of the following financial conditions
are met for the fiscal year immediately ended prior to the grant:

(1) The Company's net profits (after taxes) are at least ten
percent (10%) of the net sales revenue as reported in the audited
financial statements; and

(2) The Company's net sales revenue increase as compared to the
prior year's net sales revenue as reported in the audited financial
statements exceeds one and one-half (1.5) times the "Worldwide Growth"
of the general connectormarket as determined by at least one outside
independent connector consultant. If more than one consultant is used,
the average growth shall be the Worldwide Growth. The disinterested
directors shall have the authority to choose the consultant or
consultants.

4.7 OTHER POWERS -- Subject to the express provisions of the Plan, the
Committee shall also have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective option agreements (which need not be
identical), and to make all other determinations necessary or advisable for the
administration of the Plan.

ARTICLE V -- GRANT OF OPTION

5.1 OPTION PRICE -- The option price shall be the fair market value of the
Stock on the date of granting the option. Notwithstanding, the foregoing, if an
optionee owns more than ten percent (10%) of the voting power of all classes of
the Company's Stock, then the option price shall be one hundred-ten percent
(110%) of the fair market value of the Stock on the date of granting the option.

5.2 FAIR MARKET VALUE -- For the purposes of this Plan, fair market value
shall be the closing price of the Stock on the date of granting the option as
reported by the Wall Street Journal.

5.3 EVIDENCE OF OPTION -- Options granted shall be evidenced by agreements,
warrants, and/or other instruments in such form as the Committee shall deem
advisable and shall contain such terms, provisions and conditions not
inconsistent herewith as may be determined by the Committee.

ARTICLE VI -- EXERCISE OF OPTION

6.1 INITIAL WAITING PERIOD -- No option shall be exercisable until at least
one (1) year after the date of grant unless one of the events set forth in
paragraph 6.4 occurs.

6.2 VESTING PERIODS -- After the initial waiting period, an optionee may
exercise his option to the extent that shares covered by said option become
vested. The vesting schedule is as follows:

a. If an option grant is an ISO, or if an option is granted to a
director, the shares covered by such an option shall vest to the maximum
extent of 25% of the total number of shares covered thereby during each of
the succeeding four (4) years, each commencing with the anniversary of the
grant.

b. In all other options not falling within the scope of subparagraph
6.2a, the shares covered by an option shall vest in amounts and at times
the Committee, in its sole discretion, shall determine, and the Committee
shall specifically have the power to change the vesting schedule of such
options to a schedule which is more favorable to the option holder;
provided, however, that no such options shall vest in amounts greater than,
or at times prior to, the amounts and times such options would have vested
if such options were within the scope of subparagraph 6.2a.

c. Notwithstanding the foregoing, all options must vest one hundred
percent (100%) within ten (10) years from the date of grant.

A-3
<PAGE> 27

6.3 CUMULATIVE RIGHTS -- The right to exercise any option as set forth in
paragraph 6.2 shall be cumulative. That is, an optionee may exercise in any
given year those unexpired shares he could have exercised in a previous year but
did not.

6.4 ACCELERATED VESTING -- Notwithstanding the foregoing, all options shall
immediately vest and become immediately exercisable for a period of one (1) year
after one of the following events:

a. Death; or

b. Total disablement; or

c. Retirement, if all of the following conditions are met at the time
of termination of employment:

(1) The optionee has reached age 59 1/2; and

(2) The optionee was employed at least fifteen (15) consecutive
years with the Company and/or any of its subsidiaries; and

(3) The Committee has determined that the reason for termination is
due to retirement; and

(4) The option was intended to be an ISO or was granted to an
outside director pursuant to paragraph 4.6b. Notwithstanding the
foregoing, if the option was not intended to be an ISO and was not
granted to an outside director pursuant to paragraph 4.6b, the
Committee, in its sole discretion, may allow accelerated vesting to any
extent it desires.

6.5 EXPIRATION -- No option may be exercised after one (1) year from the
date the option becomes one hundred percent (100%) vested.

6.6 FORM OF EXERCISE -- The option may only be exercised according to the
terms and conditions established by the Committee, consistent with the limits
set forth herein, at the time the option is granted. Subject to the foregoing
terms and conditions, an option may be exercised by a written notice delivered
to the Company's principal office of intent to exercise the option with respect
to a specified number of shares of Stock and payment to the Company of the
amount of the option purchase price for the number of shares of Stock with
respect to which the option is then exercised. The payment may be either in cash
or in stock of the Company. If stock is used for payment, such stock shall be
valued at the closing price as reported by the Wall Street Journal on the date
of exercise.

6.7 RIGHTS AS A SHAREHOLDER -- An optionee shall have no rights as a
stockholder with respect to shares covered by his option until the day of
issuance of stock certificate to him and until after such shares are fully paid.

ARTICLE VII -- TERMINATION OF OPTION

7.1 Every option granted to each optionee under this Plan shall terminate
and expire at the earliest of:

a. the date of expiration set when such option was granted; or

b. one (1) year after one of the events set forth in paragraph 6.4; or

c. immediately upon termination of employment of the optionee with the
Company (or termination of position as an outside director) or any of its
subsidiaries for any reason except if his employment is terminated by
reason of one of the events set forth in paragraph 6.4.

A-4
<PAGE> 28

ARTICLE VIII -- TRANSFERABILITY

8.1 NON-TRANSFERABLE -- Any option granted under the Plan is not
transferable and can be exercised only by the optionee during his life subject
to paragraph 8.2 of this Article.

8.2 DEATH -- In the event of the death of an optionee while totally
disabled, retired, or still employed by the Company or a parent or a subsidiary,
his option, to the extent he could have exercised it on the date of his death,
may be exercised by the personal representative of the estate of the optionee
within one (1) year after the date of his death in accordance with the terms
established by the Committee at the time the option was granted, but (as set
forth in Article VII) not later than the expiration date set forth in paragraph
6.5.

ARTICLE IX -- ADJUSTMENT OF NUMBER OF SHARES

9.1 STOCK DIVIDENDS -- In the event that a dividend shall be declared upon
the Stock payable in shares of stock of the Company, the number of shares of
stock then subject to any such option and the number of shares reserved for
issuance pursuant to the Plan, but not yet covered by an option, shall be
adjusted by adding to each such share the number of shares which would be
distributable thereon (or any equivalent value of Stock as determined by the
Committee in its sole discretion) if such share had been outstanding on the date
fixed for determining the stock holders entitled to receive such stock dividend.

9.2 REORGANIZATION -- In the event that the outstanding shares of Stock
shall be changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company, or of another corporation, whether
through reorganization, recapitalization, stock split up, combination of shares,
merger or consolidation, then, there shall be substituted for each share of
Stock subject to any such option and for each share of Stock reserved for
issuance pursuant to the Plan, but not yet covered by an option, the number and
kind of shares of stock or other securities into which each outstanding share of
Stock shall be so changed or for which each such share of Stock shall be
exchanged.

9.3 OTHER CHANGES -- In the event there shall be any change, other than as
specified above in this Article, in the number or kind of outstanding shares of
stock of the Company or of any stock or other securities into which such stock
shall have been changed or for which it shall have been exchanged, then, if the
Committee shall, in its sole discretion, determine that such change equitably
requires an adjustment in the number or kind of shares theretofore reserved for
issuance pursuant to the Plan, but not yet covered by an option and of the
shares then subject to an option or options, such adjustments shall be made by
the Committee and shall be effective and binding for all purposes of the Plan
and of each stock option agreement. Notwithstanding the foregoing, with respect
to options granted to directors, the Committee shall make those adjustments
under this Article IX only to the extent necessary to preserve the economic
benefit of an unexercised option.

9.4 ADJUSTED OPTION PRICE -- In the case of any substitution or adjustment
as provided for in this Article, the option price in each stock option agreement
for each share covered thereby prior to such substitution or adjustment will be
the option price for all shares of Stock or other securities which shall have
been substituted for such share or to which such share shall have been adjusted
pursuant to this Article.

9.5 FRACTIONAL SHARES -- No adjustment or substitutions provided for in
this Article shall require the Company to sell a fractional share, and the total
substitution or adjustment with respect to each stock option agreement shall be
limited accordingly.

ARTICLE X -- SECURITIES REGULATION

10.1 REGISTERED STOCK -- The Company shall not be obligated to sell or
issue any shares under any option granted hereunder unless and until the shares
with respect to which the option is being exercised are effectively

A-5
<PAGE> 29

registered or exempt from registration under the Securities Act of 1933 and from
any other federal or state law governing the sale and issuance of such shares or
any securities exchange regulation to which the Company might be subject.

10.2 UNREGISTERED STOCK -- In the event the shares are not effectively
registered, but can be issued by virtue of an exemption, the Company may issue
option shares to an optionee if the optionee represents that he is acquiring
such shares as an investment and not with a view to, or for sale in connection
with, the distribution of any such shares. Certificates for shares of Stock thus
issued shall bear an appropriate legend reciting such representation.

ARTICLE XI -- MISCELLANEOUS

11.1 NO CONTRACT OF EMPLOYMENT -- A grant or participation under the Plan
shall not be construed as giving an optionee a future right of employment with
the Company. Employment remains at the will of the Company.

11.2 GOVERNING LAW -- This Plan and all matters relating to the Plan shall
be interpreted and construed under the laws of the State of Illinois.

11.3 AMENDMENT OF PLAN -- The Board of Directors, at its discretion, may
amend the Plan at any time, subject to stockholder approval if required by SEC
rules or the listing requirements of any national securities exchanges or
trading systems on which are listed any of the Company's equity securities.

11.4 TERMINATION OF PLAN -- The Board of Directors, at its discretion, may
terminate the Plan at any time for any reason. Termination of the Plan shall not
affect unexpired outstanding options previously granted.

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<PAGE> 30
[LOGO] PROXY

2222 Wellington Ct., Lisle, Illinois 60532
This Proxy is Solicited on Behalf of the Board of Directors of the Company.

The undersigned hereby appoints John H. Krehbiel, Jr. and Frederick A.
Krehbiel as Proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote as designated below all the
shares of voting stock of Molex Incorporated held of record by the undersigned
on August 26, 1994 at the annual meeting of stockholders to be held on October
21, 1994 or any adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder(s). If no direction is made, this proxy
will be voted FOR the individuals listed as nominees in Proposal 1 and in favor
of Proposal 2.

(Please mark this proxy and sign and date it on the reverse side hereof and
return it in the enclosed envelope.)

(Continued on the reverse side)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.

<TABLE>
<CAPTION>
<S> <C>
1. Election of Directors 2. Proposal to approve an Amendment and
Frederick A. Krehbiel, John H. Krehbiel, Restatement of the 1991 Molex
Jr., Fred L. Krehbiel, Lewis E. Platt, Incorporated Incentive Stock For Against Abstain
Robert J. Potter, Robert H. Hayes, Option Plan. / / / / / /
Edgar D. Jannotta, Donald G. Lubin.
(To withhold authority to vote for any FOR ALL 3. In their discretion, the Proxies are
individual nominee, write that (Except authorized to vote upon such other
nominees name on the line provided FOR WITHHOLD Nominee(s) business as may properly come before
below.) written the meeting.
below)
____________________________________ / / / / / /
Dated _____________, 1994
________________________________________________

________________________________________________
Signature of Stockholder(s)

Please sign name exactly as imprinted (do not print).
Please include any change in address.

When shares are held by joint tenants, both should sign. When
signing as an attorney, as executor, administrator, trustee or
guardian, please give full title as such. If a corporation,
please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY. partnership name by authorized person.

</TABLE>