MOLEX INC, DEF 14A, 1995-09-18

MOLEX INC
DEF 14A, 1995-09-18
ELECTRONIC CONNECTORS

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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 /X/

Filed by a party other than the registrant / /

Check the appropriate box:

/ / Preliminary proxy statement / / Confidential, for Use of the

Commission Only (as permitted by
Rule 14a-6(e)(2))

/X/ Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MOLEX INCORPORATED
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(Name of Registrant as Specified in Its Charter)
MOLEX INCORPORATED
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $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:

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

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/X/ Fee paid previously with preliminary materials.

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/ / 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:

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

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(3) Filing party:

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(4) Date filed:

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<PAGE> 2

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OCTOBER 20, 1995

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 20, 1995 at 10:00 a.m. Central Daylight Savings Time for the following
purposes:

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

2. To consider a proposal to approve an amendment to the Certificate of
Incorporation increasing the number of authorized shares of Common Stock
and Class A Common Stock.

3. To consider a proposal to approve an amendment and restatement of The
1990 Molex Incorporated Executive Stock Bonus Plan.

4. 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 25, 1995
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 18, 1995

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 20, 1995

September 18, 1995

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 20, 1995, 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 18,
1995.

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 25,
1995 (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

40,167,202 shares of Common Stock
40,513,362 shares of Class A Common Stock
94,255 shares of Class B Common Stock

On August 2, 1995, the Board of Directors declared a 25% stock dividend
paid on September 15, 1995 to stockholders of record as of August 25, 1995. All
stock figures (and shares prices) appearing hereinafter have been adjusted to
reflect that stock dividend. The unadjusted outstanding share figures of the
Common Stock and the Class A Common Stock set forth above are the actual numbers
that will be entitled to vote at the Annual Meeting

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of Stockholders. Giving effect to the stock dividend, the number of shares that
would have been outstanding as of the Record Date if the stock dividend had been
distributed on that date were

50,230,119 shares of Common Stock
50,639,983 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 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.

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<PAGE> 5

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

<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>
F. A. Krehbiel(c) 43,622 Direct Common
2222 Wellington Ct. 20,590,978 Indirect(d) Common
Lisle, IL 996,282 Trustee(e)(f) Common
10,593 Option(a) Common
1,918 Spouse(f) Common 2.1%
41,949.5 Direct Class B Common
5,103 Trustee(e)(f) Class B Common 49.9%
580,028 Direct Class A Common
1,001,392 Trustee(e)(f) Class A Common
1,870 Spouse(f) Class A Common 3.1% 2.2%
J. H. Krehbiel, Jr.(c) 44,947 Direct Common
2222 Wellington Ct. 20,590,978 Indirect(d) Common
Lisle, IL 1,993 Option(a) Common
684,778 Trustee(f)(g) Common
499,118 Trustee(e)(f) Common
148,987 Custodian(f)(h) Common
1,885 Spouse(f) Common 2.8%
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%
3,494,775 Direct Class A Common
680,666 Trustee(f)(g) Class A Common
501,678 Trustee(e)(f) Class A Common
147,855 Custodian(f)(h) Class A Common
1,837 Spouse(f) Class A Common 9.5% 2.8%
F. L. Krehbiel(c) 233 Direct Common
228,047 Trust(f)(g) Common
166,161 Trust(e)(f) Common
1,365 Option(a) Common *
851 Trust(f)(g) Class B Common
850 Trust(e)(f) Class B Common *
226,888 Trust(f)(g) Class A Common
167,226 Trust(e)(f) Class A Common * *
Krehbiel Limited 20,590,978 Direct(d) Common 41.0% 40.9%
Partnership(c)(d)
2222 Wellington Ct.
Lisle, IL
G. Tokuyama 44,474 Direct Common
20,749 Option(a) Common
38 Spouse(f) Common *
32,601 Direct Class A Common
38 Spouse(f) Class A Common * *
W. W. Fichtner 7,336 Direct Common
7,470 Option(a) Common *
7,323 Direct Class A Common * *
J. J. King 41,237 Direct Common
288 Joint Tenancy Common
88 Spouse(f) Common
27,486 Option(a) Common *
36,416 Direct Class A Common
288 Joint Tenancy Class A Common
40 Spouse(f) Class A Common * *
Lewis E. Platt 30,663 Direct Common
18,256 Option(a) Common *
7,238 Direct Class A Common * *
</TABLE>

3
<PAGE> 6

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

(a) Shares of 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 23,026,699 shares of Common Stock
(45.8% of the number outstanding); 94,105 shares of Class B Common Stock
(99.8% of the number outstanding); and 23,120,804 shares of all the voting
securities (45.9% of the number outstanding). In addition, the Krehbiel
Family beneficially owns 6,410,101 shares of Class A Common Stock
representing 12.7% 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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<PAGE> 7

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 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 one meeting and
agreed to two Unanimous Written Consents 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 with an exercise price equal to the
fair market value of the Common Stock on the date of grant. Each option
generally has a five year term and becomes exercisable in four equal annual
installments. 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 ended immediately 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 1991 Plan's financial goals were 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 500 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

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<PAGE> 8

in effect at the beginning of each calendar quarter, or (2) credited as stock
"units" whereby each unit is equal to one 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 nine 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 54. 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 58. 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 54. 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 62. 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.

EDGAR D. JANNOTTA--Investment banker and Partner of William Blair & Company
(securities and investment banking).
Director since 1986 and member of the Audit Committee. Age 64. In 1959, Mr.
Jannotta joined William Blair & Company, serving as Managing Partner from 1977
to 1994. He serves on the Board of Directors of AAR Corp., Bandag,
Incorporated, Oil-Dri Corporation of America, Safety-Kleen Corp., Aon
Corporation and Commonwealth Edison Co.

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 30. 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.

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<PAGE> 9

DONALD G. LUBIN--Partner and Chairman of Sonnenschein Nath & Rosenthal (private
law practice).
Director since 1994. Age 61. Mr. Lubin joined Sonnenschein Nath & Rosenthal in
1957. He has been a partner since 1964 and Chairman since 1991. 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.

MASAHISA NAITOH--Senior Advisor for The Institute of Energy Economics, Japan
(private think tank) and Advisor for The Sanwa Bank Limited (Tokyo) (global
financial institution)
Director since June of 1995 and member of the Compensation Committee since
July 1995. Age 57. During the last 5 years, Mr. Naitoh has been associated
with various Japanese government agencies and companies and other academic and
associations around the world. Currently, Mr. Naitoh serves as: Senior
Associate, Center for Strategic and International Studies (Washington, D.C.);
Professional Fellow, Columbia University Business School (NY); and Senior
Associate, Cambridge Energy Research Associates (Boston).

MICHAEL J. BIRCK--President and Chief Executive Officer of Tellabs, Inc.
(telecommunications equipment)
Director since August 1995. Age 57. Mr. Birck is a founder of Tellabs, Inc.
and has been its President and Chief Executive Officer since its inception in
1975. He serves on the Board of Directors of Tellabs, Inc., Duplex Products,
Inc. and USF&G Corporation.
----------------------------

<TABLE>
<C> <S>
(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.
(c) Includes period served as a director of Molex's predecessor.
</TABLE>

ITEM 2:

PROPOSAL TO APPROVE AN AMENDMENT TO THE
CERTIFICATE OF INCORPORATION

The Board of Directors has recommended the adoption of an amendment to the
Certificate of Incorporation of Molex which will increase the authorized Common
Stock and the authorized Class A Common Stock from 60,000,000 shares for each
class to 100,000,000 for each class. As of August 25, 1995, 50,230,119 shares of
Molex Common Stock and 50,639,983 shares of Molex Class A Common Stock would
have been outstanding had the August 25, 1995 stock dividend been distributed on
that date.

Since March of 1983, Molex has declared seven stock dividends which have
resulted in the issuance of over 37,500,000 additional shares of Common Stock
and over 50,000,000 additional shares of Class A Common Stock. This has proven
beneficial to stockholders and the investment community by increasing the number
of shares available for trading at a reduced price and thereby providing a base
for increased distribution in a broadened market. Other shares have been issued
in connection with employee stock benefit plans and acquisitions.

The Board of Directors believes that the proposed increase in the
authorized shares of Common Stock and Class A Common Stock is desirable to
enhance Molex's flexibility in connection with possible future actions such as
stock dividends or splits, acquisitions, adoption of stock option or similar
employee benefit plans, the funding of capital and operating expenditures or
other corporate purposes. The future issuance of any newly authorized stock, if
any, would be authorized by resolution of the Board of Directors without further
approval of the stockholders. At this time, no specific use for the increased
shares is contemplated.

The additional Common Stock and Class A Common Stock would be authorized
subject to the same voting rights which now apply and which are discussed above
under the caption "VOTING RIGHTS AND

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<PAGE> 10

SECURITIES OUTSTANDING." As provided for in the Board of Directors resolution,
the first paragraph of the FOURTH Section of the Certificate of Incorporation of
Molex will be amended to read as follows:

"(1) COMMON STOCK: The total number of shares of common stock which the
corporation shall have authority to issue is two hundred million one
hundred forty-six thousand seventy-eight (200,146,078) shares, consisting
of: (i) one hundred million (100,000,000) shares of Common Stock, par value
$.05 per share (the "Common Stock"), subject to paragraph E of this Article
FOURTH, (ii) one hundred million (100,000,000) shares of Class A Common
Stock, par value $.05 per share (the "Class A Common Stock"), subject to
paragraph E of this Article FOURTH, and (iii) one hundred forty-six
thousand seventy-eight (146,078) shares of Class B Common Stock, par value
$.05 per share (the "Class B Common Stock")."

Adoption of the foregoing amendment requires the affirmative vote of the
holders of a majority of the Common Stock voting as a class and of the Class B
Common Stock voting as a class. If adopted, the proposed amendment will become
effective upon the filing of a Certificate of Amendment as required by the
Delaware General Corporation Law.

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.

ITEM 3:

PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE
1990 MOLEX INCORPORATED EXECUTIVE STOCK BONUS PLAN

On October 26, 1990, the stockholders approved The Molex Incorporated 1990
Executive Stock Bonus Plan (the "Plan") which provides for the awarding of a
bonus in the form of shares of Common Stock (the "Stock") and a cash tax offset
bonus to executive officers of Molex for a fiscal year in which certain
financial performance goals specified in the Plan (the "Performance Goals") are
achieved. 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 July 29, 1995, subject to
the approval of the Restatement by stockholders at the next regularly scheduled
annual meeting.

SUMMARY OF AND REASONS FOR 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 includes the following changes:

1. Modifies the provisions regarding the setting and achievement of the
Performance Goals which trigger the potential awarding of stock and tax
offset bonuses under the Plan;

2. Provides an absolute dollar limit to the value of the bonus that can be
awarded to any recipient for any given fiscal year; and

3. Contains certain other clarifications or immaterial modifications of
Plan provisions.

The principal reason for the Restatement is to ensure that the value of any
award under the Plan to any one person in any fiscal year satisfies the
requirements for an exemption from Section 162(m) of the Internal Revenue Code.
Pursuant to Section 162(m) the allowable federal income tax deduction that a
company may take for compensation paid or accrued with respect to certain
executive officers is limited to $1,000,000 per year (the "162(m) Limit").
Certain types of compensation are exempted from the 162(m) Limit, including
"performance-based compensation."

8
<PAGE> 11

Among the requirements that must be satisfied in order for compensation
under a plan to qualify as "performance-based compensation" exempt from the
162(m) Limit are:

(i) The compensation must be paid solely on account of the attainment of
one or more preestablished, objective performance goals.

(ii) The performance goals must by established by a committee of
"outside" directors not later than 90 days after commencement of the
services for which the compensation is paid, provided that the
outcome is substantially uncertain.

(iii) The material terms of the performance goal must be approved by the
stockholders.

(iv) The plan must include either the maximum amount of compensation to
be paid or the formula used to calculate such amount.

(v) The performance goals and the maximum value of an award for a fiscal
year must be subject to calculation by a third party having knowledge
of the relevant facts.

(vi) The maximum value of the total compensation that can be awarded
within a taxable year must be set in absolute terms.

The Plan, as currently in effect, does not expressly include the maximum
absolute dollar value that can be awarded to a participant in a given year. In
addition, certain of the Performance Goals are modified so that an independent
third party can more easily determine whether the Performance Goals for a fiscal
year have been satisfied.

SUMMARY OF THE MATERIAL FEATURES OF THE RESTATEMENT

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

PURPOSE OF THE PLAN

The purpose of the Plan is to advance the interest of Molex by encouraging
and enabling the acquisition of a larger personal financial interest in Molex by
those executive officers upon whose judgment and efforts Molex is largely
dependent for the successful conduct of its operations. In particular, it is
Molex's object to reward executive officers in years in which the Performance
Goals have been achieved. It is also a purpose of the Plan to assist Molex in
retaining its executive officers.

SCOPE OF THE PLAN

Awards under the Plan include both shares of Stock and a cash tax offset
bonus. Any award is contingent upon the achievement of the Performance Goals
discussed in greater detail hereinafter.

SHARES UNDER THE PLAN

The aggregate number of shares of Stock reserved and authorized for
issuance under the Plan is 976,562.5. If any distribution of Stock is forfeited
or canceled for any reason, the forfeited or canceled shares of Stock shall be
available for future awards under the Plan. In addition, the Board of Directors
may increase the amount of shares at any time during the term of the Plan
without stockholder approval to an amount not to exceed 1,953,125 shares of
Stock.

The aggregate number of shares reserved for issuance under the Plan 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. In

9
<PAGE> 12

accordance with the Plan, the foregoing authorized shares of Stock reserved for
issuance under the Plan have been adjusted from the number of shares approved by
the stockholders in 1990 to reflect three 25% Stock dividends paid to
stockholders of record as of November 9, 1992, November 7, 1994 and August 25,
1995.

ELIGIBLE PARTICIPANTS IN THE PLAN

Only executive officers employed by Molex during the entire fiscal year are
eligible to receive an award under the Plan. As of August 31, 1995, there were
twelve (12) executive officers who are eligible to participate in the Plan.

ADMINISTRATION OF THE PLAN

The Plan is administered by a Committee (the "Committee") of at least three
members who qualify as "outside directors" for purposes of Section 162(m) and
who are "disinterested persons" for purposes of Rule 16b-3 under the Securities
Act of 1934. The members of the Committee are appointed by the Board of
Directors of Molex. The Plan presently is administered by the Compensation
Committee made up of "outside directors" within the meaning of Section 162(m)
and "disinterested persons" under Rule 16b-3. Subject to the terms of the Plan,
the Committee has 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.

Subject to the terms of the Plan, the Committee, in its sole discretion,
determines within 90 days of the beginning of each fiscal year (while the
outcome of the Performance Goals is substantially uncertain) the executive
officers to whom an award shall be granted and the amount of such award if the
Performance Goals are achieved for that fiscal year. In making such
determinations, the Committee may take into account the nature of the services
rendered by the executive officer, his present and potential contribution to
Molex's success and such other factors as it deems relevant.

FINANCIAL PERFORMANCE GOALS

Net Profit Goal. No award may be given under the Plan for a fiscal year if
the effect of such an award would be to lower Molex's net profit (after taxes)
as a percent of net sales revenue below ten percent (10%).

Sales Growth Goal. In addition, Molex's net sales revenue growth must have
exceeded fifteen percent (15%) as compared to the previous year or two times the
worldwide connector market growth. Under the changes included in the
Restatement, the independent source of the data to determine the worldwide
connector market growth must be set by the Committee within the first 90 days of
a fiscal year while achievement of the Performance Goals is substantially
uncertain.

For the fiscal year just ended, Molex achieved a net sales revenue growth
of 24.2% and a net profit margin (after taxes) of 10.4%, after taking into
consideration the awarding of a bonus under this Plan. Accordingly, both
Performance Goals were achieved and, therefore, the executive officers of Molex
received awards under the Plan.

AWARD OF SHARES

Subject to the limitations below, the Committee during the first 90 days of
a fiscal year (while the outcome of the Performance Goals is substantially
uncertain) shall determine the maximum amount which an executive officer may
receive in Stock should the Performance Goals be achieved for that fiscal year.
Even if the Performance Goals are achieved, there is no compulsion that the
actual awards be made. That is, the Committee has the authority and discretion
to lower the amount that may be awarded to a particular individual (including no
shares) if the Performance Goals are achieved.

The number of shares that can be awarded is dependent upon the amount of
the award established by the Committee and the price of the Stock at the end of
the fiscal year to which the bonus relates. The number of shares

10
<PAGE> 13

is determined by dividing that dollar value by the closing price of the Stock as
of the close of trading on the last day of the fiscal year.

Because any Stock awarded under the Plan is a bonus, no payment is required
from the recipient. At the close of trading on August 31, 1995, the fair market
value of the Stock was $34.40 per share.

LIMITATION OF THE NUMBER OF SHARES OF STOCK AWARDED

If the Performance Goals are met, no one person can receive an amount of
Stock whose fair market value at the end of the fiscal year to which the bonus
relates is greater than

- fifty percent (50%) of his or her base salary should the net sales
revenue growth equal twenty percent (20%) or greater; or

- twenty five percent (25%) of his or her base salary should the net sales
revenue growth exceed either fifteen percent (15%) but not reach twenty
percent (20%) or two times the worldwide connector market growth.

TAX OFFSET BONUS

In order to encourage an executive officer to maintain the ownership of the
Stock awarded under the Plan, the Committee at the time it determines the
maximum amount of a Stock bonus award may also, in its sole discretion, award a
cash tax offset bonus in order to defray all or a portion of the tax
consequences of the award. The amount of the tax offset bonus cannot exceed 100%
of the aggregate fair market value of the Stock awarded to an executive officer
valued as of the end of the fiscal year to which the bonus relates. The
Committee has the authority and discretion to lower the amount of the tax offset
bonus awarded (including to $0) if the Performance Goals are achieved.

DISTRIBUTION OF BONUS

Awards granted under the Plan (both shares of Stock and cash) are
distributable in four equal annual installments commencing with the first July
following the fiscal year for which the award was granted. In order to be
eligible to receive a bonus installment, the executive officer must be employed
by Molex or any of its subsidiaries on the June 30 just preceding the
distribution. If the executive officer is not employed then that installment and
all subsequent installments shall be forfeited. Notwithstanding the foregoing,
an executive officer shall be entitled to receive distribution of all remaining
bonus installments 30 days after death, disablement, retirement after age 65, or
termination of employment due to a change in control of the company. See Section
6.3 of Appendix A for the definition of "change in control of the company".

OVERALL DOLLAR LIMITATION

Notwithstanding anything else in the Plan, the Restatement now provides
that no recipient can receive for any given fiscal year an award under the Plan
(value of Stock as of the end of such fiscal year plus cash tax offset bonus)
that exceeds $1,000,000.

AMENDMENTS

The Board of Directors may amend or modify any part of the Plan without
stockholder approval except for increasing the number of shares authorized for
issuance under the Plan beyond 1,953,125 shares of Stock (subject to adjustment
as described in the Plan), the Performance Goals and the individual maximum
award limitations.

IMPACT TO MOLEX FINANCIAL STATEMENTS

Molex will recognize compensation expense in the fiscal year to which the
bonus relates even though the distribution may occur in later fiscal years. The
amount of expense is equal to the aggregate fair market value of all

11
<PAGE> 14

the Stock awarded as measured at the end of the fiscal year to which the bonus
relates plus the total cash tax offset bonus, if any. The awards which were made
this year are reflected in the Summary Compensation Table found in this Proxy
Statement under the heading entitled "Bonus".

FEDERAL INCOME TAX IMPLICATIONS OF THE PLAN

The following is a brief summary of the principal U.S. federal 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.

Under present federal income tax law and regulations, the awarding of a
Stock bonus and tax offset bonus will not be a taxable event for the recipient.
The recipient will recognize ordinary income only when the Stock and cash is
actually distributed. The amount of ordinary income equals the fair market value
of the Stock on the date of distribution plus any cash received. The amount of
income that is taxable to a recipient upon the distribution of an award will be
subject to applicable withholding of federal, state, and local income taxes and
social security taxes. Molex will be entitled to an equal tax deduction in the
fiscal year of distribution.

The federal income tax basis in any shares acquired by a recipient through
an award of a Stock bonus will be the fair market value of such shares on the
date of distribution. Upon subsequent disposition the difference between the
sales price and the fair market value of shares on the date of distribution is
taxable as long or short-term capital gain or loss depending upon the length of
time the shares are held after the date of distribution.

SECURITIES REGISTRATION

There is no present intention to register the shares covered by the Plan
under the Securities Act of 1933 (the "1933 Act"). Without registration, all
sales of Stock acquired under the Plan will require compliance with an exemption
under the 1933 Act. Certain recipients could comply with Rule 144 for such an
exemption, which provides, among other things, for a two-year holding period
from the date of receipt of the Stock bonus.

PLAN BENEFITS

IN GENERAL

The size of future bonus awards, if any, to executive officers under the
Plan is not determinable as of the date of this Proxy Statement because of the
discretionary nature of such grants and the requirement that the Performance
Goals be achieved.

AWARDS MADE UNDER THE PLAN FOR THE FISCAL YEAR JUST ENDED

On July 3, 1995, the Committee granted its first awards under the Plan.
Included in this amount were awards to the following named executive officers as
set forth below:

<TABLE>
<CAPTION>
VALUE OF STOCK ON
NO. OF SHARES* JUNE 30, 1995 TAX OFFSET BONUS
-------------- ----------------- -----------------
<S> <C> <C> <C>
F. A. Krehbiel....................................... 6,534 $ 202,546.25 $ 150,323.00
J. H. Krehbiel, Jr. ................................. 5,646 $ 175,033.75 $ 129,902.00
G. Tokuyama.......................................... 7,724 $ 239,436.25 $ 177,699.00
W. W. Fichtner....................................... 0 $ 0.00 $ 0.00
J. J. King........................................... 4,451 $ 137,988.75 $ 102,409.00
All Executive Officers as a group (12 persons)....... 47,259 $1,465,021.25 $1,153,426.00
</TABLE>

-------------------------
* Adjusted to reflect a 25% stock dividend paid September 15, 1995 to
stockholders of record as of August 25, 1995.

12
<PAGE> 15

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 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 46% of the
outstanding Stock entitled to vote, intend to vote for this proposal. If the
majority of Common Stockholders entitled to vote fail to approve the
Restatement, the Plan will continue in accordance with its current terms which
would mean awards could still be made under the Plan but may not be fully
deductible by Molex in its federal income tax return.

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 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 fiscal years ended June 30,
1993, 1994 and 1995 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....................... 1995 $403,006 $562,013 * 3,438 $ 186,657
Chairman and 1994 $377,668 $90,000 * 4,531 $ 113,584
Chief Executive Officer 1993 $350,444 $50,000 * 5,273 $ 67,571

J. H. Krehbiel, Jr................... 1995 $346,970 $487,770 * 3,438 $ 122,660
President 1994 $322,100 $70,000 $43,670 4,531 $ 63,100
1993 $303,850 $70,000 $46,249 5,273 $ 62,273

G. Tokuyama.......................... 1995 $478,869 $534,905 * 7,813 $ 125,125
Vice President; President, 1994 $410,232 $56,202 * 6,250 $ 98,246
Molex Far East-North Operations; 1993 $347,050 $52,060 * 7,813 $ 76,348
President, Molex-Japan Co., Ltd.

W. W. Fichtner....................... 1995 $380,916 $436,417 * 0 $ 18,445
Vice President and President, 1994 $316,711 $52,258 * 0 $ 16,925
Molex Europe Operations 1993 $332,591 $19,953 $84,664 0 $ 15,580

J. J. King........................... 1995 $273,330 $386,579 * 4,688 $ 33,535
Vice President -- 1994 $242,804 $72,104 * 46,875(g) $ 25,568
International Operations 1993 $226,282 $27,989 * 7,813 $ 26,516
</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, the fair market value of the shares awarded under
the 1990 Molex Incorporated Executive Stock Bonus Plan and the tax offset
bonus awarded under the Stock Bonus Plan.

(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 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 Years 1995, 1994 and
1993, respectively:
(i) Amounts accrued pursuant to matters discussed in Section entitled
"INDIVIDUAL ARRANGEMENTS INVOLVING FUTURE COMPENSATION": F. A. Krehbiel
-- $36,875, $35,416 and $33,975; J. H. Krehbiel, Jr. -- $42,991, $41,167
and $39,387; G. Tokuyama -- $27,322, $26,526 and $24,561.
(ii) Amounts contributed by Molex or any of its subsidiaries pursuant to
defined contribution retirement plans: F. A. Krehbiel -- $0, $21,933
and $22,886; J. H. Krehbiel, Jr. -- $0, $21,933 and $22,886; G.
Tokuyama -- $75,000, $67,362 and $48,875; W. W. Fichtner -- $14,265,
$13,050 and $12,115; J. J. King -- $0, $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 -- $3,150, $56,235 and
$10,710; G. Tokuyama -- $3,442, $4,358 and $3,912; W. W. Fichtner --
$4,180, $3,875 and $3,465; J. J. King -- $4,145, $3,635 and $3,630.
(iv) Matching contributions paid by the Company pursuant to The Molex
Incorporated 401(k) Savings Plan (for Fiscal Year 1995 only): F. A.
Krehbiel -- $1,500; J. H. Krehbiel, Jr. -- $1,500; J. J. King --
$2,469.
(v) Company contributions to The Molex Incorporated Supplemental Executive
Retirement Plan (for Fiscal Year 1995 only): F. A. Krehbiel -- $95,132;
J. H. Krehbiel, Jr. -- $78,169; J. J. King -- $26,921.

(g) Includes a grant of a long-term stock option to acquire 39,063 shares of
Common Stock.

14
<PAGE> 17

AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1995 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. The
amounts in the table have been adjusted to reflect the 25% stock dividend paid
on September 15, 1995 to stockholders of record as of August 25, 1995.

<TABLE>
<CAPTION>
AT JUNE 30, 1995
------------------------------------------------------------
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.............. 10,156 $ 151,938 18,366 11,086 $ 319,255 $ 82,864
J. H. Krehbiel, Jr.......... 9,765 $ 195,363 8,601 11,086 $ 103,564 $ 75,505
G. Tokuyama................. 0 $ 0 15,281 18,850 $ 241,826 $ 189,438
W. W. Fichtner.............. 0 $ 0 7,470 0 $ 157,004 $ 0
J. J. King.................. 0 $ 0 22,409 55,715(d) $ 391,906 $ 568,956(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, 1995 (based on a value on that
date of $31.00/share for Common Stock and $29.20/share for Class A Common
Stock) less the aggregate option exercise price for such shares.

(d) Includes long-term stock option to acquire 39,063 shares of Common Stock.

OPTION GRANTS IN FISCAL YEAR 1995

The following table sets forth information for the Executives concerning
option grants for the fiscal year just ended. The amounts in the table have been
adjusted to reflect the 25% stock dividend paid on September 15, 1995 to
stockholders of record as of August 25, 1995.

<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 1995(B) ($/SH) DATE 5% 10%
--------------------------- --------------- -------------- -------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
F. A. Krehbiel............. 3,438 0.40% $30.62 10-21-99 $16,870 $ 48,856
J. H. Krehbiel, Jr......... 3,438 0.40% $30.62 10-21-99 $16,870 $ 48,856
G. Tokuyama................ 7,813 0.91% $25.88 07-16-99 $55,861 $123,437
W. W. Fichtner............. 0 -- -- -- -- --
J. J. King................. 4,688 0.55% $25.88 07-16-99 $33,516 $ 74,062
</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 of cash or stock of Molex. The options expire
after 5 years.

(b) Total options granted to employees (854,200 shares) includes options granted
to all employees under all of the stock option plans for the stated period.

(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). The
amount in the column represents the difference between the aggregate
increased value and the aggregate option exercise price.

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 $139,460. 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 $180,000) 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 DM2,072,222 (the "Principal"). Molex has loaned
Fichtner the Principal at 5% interest per annum. Principal and interest are due
June 30, 1996. 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.

16
<PAGE> 19

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

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
8.0% to $437,504 effective September 1, 1995. 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, 1995 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 more than 85% of the net sales goal or more than 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 12% 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 progress toward
non-financial goals in key functions including engineering, marketing, quality
and manufacturing operations. Both the net sales goal and the profitability goal
were achieved. Mr. Krehbiel was awarded a merit bonus of $200,000 which was
49.4% 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

17
<PAGE> 20

Bonus Plan (the "1990 Plan"). These two stock plans provide long-term incentives
to Executive Officers and encourage long-term growth of the Company.

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 3,438 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 net sales revenue did not either equal at least 15% or exceed two times
the worldwide connector market growth or (b) 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 24.2% sales growth and a
10.4% net profit as a percent of sales. Accordingly, the Committee awarded any
stock bonuses for the fiscal year just ended. The awards under the 1990 Plan are
set forth in "ITEM 3: PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE
1990 MOLEX INCORPORATED EXECUTIVE STOCK BONUS PLAN."

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
Masahisa Naitoh

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

18
<PAGE> 21

interest charged during the period from July 1, 1994 to August 31, 1995 was
6.06%-7.90%. The largest aggregate amount of such advances outstanding at any
time during such period was $575,468. As of August 31, 1995, the aggregate
advance to F. A. Krehbiel was $575,468.

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, 1995, 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, 1994 to
August 31, 1995 was $120,000. As of August 31, 1995, $90,000 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, 1994 to August
31, 1995, was $94,121.10. As of August 31, 1995, $0 was outstanding.

W. W. Fichtner, Vice President, had a loan balance of $341,893 at 8%
interest per annum in order to exercise various stock options. The largest
aggregate amount of loans outstanding at any time from July 1, 1994 to August
31, 1995 was $341,893. As of August 31, 1995, $284,128 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, 1994 to August 31, 1995 was 6.06%-7.90%. The largest aggregate amount of
such advances outstanding (including unpaid interest charges) at any time during
such period was $67,369. As of August 31, 1995, the aggregate advance to K. M.
Regas was $67,369.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee are Robert H. Hayes, Robert J.
Potter and Masahisa Naitoh. 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,
1995.

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>
1990 100 100 100
1991 120 111 113
1992 135 115 134
1993 165 163 164
1994 209 213 164
1995 263 407 201
</TABLE>

-------------------------
(a) Assumes $100 invested on June 30, 1990 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, 1990 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.

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<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 1996 Annual Stockholders'
Meeting must be submitted to the Corporate Secretary, Molex Incorporated, 2222
Wellington Court, Lisle, Illinois 60532 on or before May 21, 1996. 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 18, 1995

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<PAGE> 24

APPENDIX A

THE 1990 MOLEX INCORPORATED EXECUTIVE STOCK BONUS PLAN
(As amended April 15, 1994 and July 29, 1995)

ARTICLE I--GENERAL INFORMATION REGARDING THE PLAN

1.1 TITLE--The title of the stock bonus plan which is described herein is
"The 1990 Molex Incorporated Executive Stock Bonus Plan" (the "PLAN").

1.2 ISSUER--The issuer of the stock which is the subject of the Plan is
Molex Incorporated, a Delaware corporation, having its principal place of
business at 2222 Wellington Court, Lisle, Illinois 60532 (the "COMPANY"). The
Company's phone number is (708) 969-4550.

1.3 GENERAL PURPOSES OF THE PLAN--The Company desires to establish the Plan
to provide executive officers with an opportunity to acquire Molex Incorporated
Common Stock with a view toward rewarding those executive officers for past
services and providing an incentive to remain in the employ of the Company. In
particular, the Company recognizes that the salaries paid to its executive
officers may not be commensurate with their abilities, efforts and services
performed for the Company, especially in years wherein the Company's financial
performance is exemplary. Accordingly, it is the judgment of the Company that
additional compensation may be due these eligible employees for a particular
fiscal year ending June 30 wherein certain growth and profit objectives have
been achieved.

1.4 DURATION--The Plan shall commence with the Company's fiscal year ending
June 30, 1991 and extend to and include the fiscal year ending June 30, 2000.

1.5 ELIGIBLE EMPLOYEES--A person shall be eligible to receive a stock bonus
award for a given fiscal year if he or she:

a. was a full-time salaried employee of the Company or any of its
subsidiaries during the entire fiscal year; and

b. is an executive officer of the Company.

1.6 SECURITIES TO BE OFFERED--The shares reserved for award under the Plan
shall initially consist of NINE HUNDRED SEVENTY SIX THOUSAND FIVE HUNDRED SIXTY
TWO AND ONE-HALF (976,562.5) shares of Molex Incorporated Common Stock, $.05 par
value (the "STOCK") and may be increased, by action of the Board of Directors,
to any amount not to exceed ONE MILLION NINE HUNDRED FIFTY THREE THOUSAND ONE
HUNDRED TWENTY FIVE (1,953,125) shares at any time during the term of the Plan.
The Stock shall be issued from either authorized but unissued shares or Treasury
Stock as the Board of Directors, in its judgment, deems advisable. Upon the
receipt of a stock certificate under the Plan, an employee shall have all the
rights normally associated with stock ownership including the right to vote and
receive dividends.

1.7 SECURITIES REGULATION AND RESTRICTIONS ON RESALE--The Company shall not
be obligated to issue any shares under any bonus granted hereunder unless and
until the bonus shares are effectively registered or exempt from registration
under the Securities Act of 1933 and from any other federal or state law
governing the distribution and issuance of such shares or any securities
exchange regulation to which the Company might be subject. In the event the
Stock is not effectively registered, but can be issued by virtue of an
exemption, the Company may issue shares of Stock to an employee if the employee
represents that he is acquiring such shares received under the Plan as an
investment and not with the view to, or for sale in connection with, the
distribution of any such shares. Certificates for shares of Stock thus issued
may bear an appropriate legend reciting such representation.

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<PAGE> 25

ARTICLE II--ADMINISTRATION OF THE PLAN

2.1 THE COMMITTEE--The Plan shall be administered by a Committee appointed
by the Board of Directors of the Company. The Committee shall be comprised of at
least a number of persons necessary to satisfy the requirements of Section
162(m) of the Internal Revenue Code and Rule 16b-3 of the Securities Exchange
Act of 1934 as in effect from time to time. Each member of the Committee shall
qualify as an outside director for purposes of Section 162(m) and a
disinterested person for purposes of Rule 16b-3. No compensation shall be paid
the Committee members under the Plan. However, the Board of Directors shall have
the power and authority to provide for compensation if any person appointed to
the Committee is not an employee of the Company.

2.2 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 decisions or determination reduced to writing and
signed by a majority of the members shall be fully as effective as if it had
been made by a majority vote at a meeting.

2.3 POWERS OF THE COMMITTEE--In addition to the awarding of bonuses as set
forth in PARAGRAPHS 3.1 and 4.1 hereof, the Committee, subject to the express
provisions of the Plan, shall have 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.

ARTICLE III--STOCK BONUS AWARD

3.1 AWARDING THE STOCK BONUS--Subject to the limitations of ARTICLE V
hereof, the Committee has the complete authority, in its sole discretion, within
ninety (90) days of the beginning of each fiscal year and while the outcome of
the goals of paragraphs 5.1 and 5.2 (the "Performance Goals") is substantially
uncertain, to determine the eligible employees to whom a stock bonus shall be
awarded should the Performance Goals be achieved and the number of shares
comprising each such bonus. The Committee may, in its sole discretion, eliminate
or reduce the number of shares of Stock to be awarded to any given eligible
employee after the Performance Goals were satisfied. 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 facts as the Committee in its discretion,
shall deem relevant. Prior to making a Stock award for a given fiscal year, the
Committee shall certify that the Performance Goals were satisfied.

3.2 CONSIDERATION--Inasmuch as Stock awarded pursuant to this Plan is a
bonus, no monetary consideration shall pass from an employee to the Company.

3.3 ADJUSTMENT OF THE NUMBER OF SHARES--The number of shares of Stock
subject to any bonus award under the Plan but not yet distributed and the number
of shares reserved for issuance pursuant to the Plan, but, not yet covered by a
bonus, shall be adjusted to reflect any stock dividend, stock split or any other
capital stock change. Any other adjustments shall be equitably made by the
Committee in its sole discretion. No adjustment shall require the Company to
award a fractional share.

ARTICLE IV--TAX OFFSET BONUS

4.1 AWARDING THE TAX OFFSET CASH BONUS--Subject to the limitations of
ARTICLE V and PARAGRAPH 4.2 hereof, the Committee has the complete authority, in
its sole discretion, within ninety (90) days of the beginning of each fiscal
year and while the outcome of the Performance Goals is substantially uncertain,
to set the amount of a tax offset cash bonus to a recipient of a stock bonus
award. The Committee may, in its sole discretion, eliminate or reduce the amount
of the cash bonus to be awarded to any given eligible employee after the
Performance Goals have been satisfied. It is the intention of this cash bonus to
encourage the recipient to hold any stock awarded hereunder and not sell or
liquidate the stock for the purpose of paying taxes. In determining the amount
of said cash bonus, the

23
<PAGE> 26

Committee may take into account the recipient's tax and financial situation,
applicable tax rates and such other factors as the Committee deems relevant.

4.2 LIMITATIONS ON THE AMOUNT OF THE CASH BONUS--The cash bonus shall be an
amount fixed by the Committee at the time specified in paragraph 4.1 and cannot
exceed an amount equal to one hundred percent (100%) of the aggregate fair
market value of the Stock as of the date of award.

ARTICLE V--PERFORMANCE GOALS AND LIMITATIONS

5.1 GROWTH--No shares under this Plan may be awarded for any given fiscal
year if the Company's consolidated net sales revenue for such fiscal year did
not exceed either

--the previous fiscal year's net sales revenue by FIFTEEN PERCENT
(15%) as reported by the Company in its audited financial statements; or

--TWO (2) times the worldwide growth of the general connector market
as reported by an independent source selected by the Committee within
ninety (90) days after the beginning of such fiscal year.

5.2 PROFITABILITY--The value of the aggregate number of shares (determined
based on the closing price of said Stock on the last trading day of the fiscal
year for which the award is made as reported by the Wall Street Journal) and tax
offset bonuses awarded under the Plan in any given fiscal year cannot exceed an
amount that would result in the Company's net profits (after taxes) falling
below TEN PERCENT (10%) of the net sales revenue for that particular fiscal year
as reported by the Company in its audited financial statements.

5.3 INDIVIDUAL SHARE LIMIT--No single employee may be awarded for any given
fiscal year a number of shares of Stock wherein the aggregate value based on the
closing price of said stock on June 30 of such fiscal year (or the last trading
day of the fiscal year) as reported by the Wall Street Journal is greater than

a. FIFTY PERCENT (50%) of the individual employee's base salary for
that particular fiscal year if the sales growth was TWENTY PERCENT (20%) or
greater, or

b. TWENTY FIVE PERCENT (25%) of the individual employee's base salary
for that particular fiscal year if the sales growth was at least FIFTEEN
PERCENT (15%) or TWO (2) times the worldwide growth of the general
connector market but less than TWENTY PERCENT (20%).

5.4 INDIVIDUAL DOLLAR LIMIT--Notwithstanding PARAGRAPHS 4.2 and 5.3, no
single employee shall be awarded for any given fiscal year a number of shares of
Stock whose aggregate value based on the closing price of the Stock on the last
trading day of the fiscal year as reported by the Wall Street Journal plus the
cash bonus exceeds ONE MILLION DOLLARS ($1,000,000).

ARTICLE VI--DISTRIBUTION OF THE BONUS

6.1 WHEN PAYABLE--Any bonus award (stock and cash, if any) under the Plan
for a given fiscal year shall be distributed to the employee in four equal
annual installments. The first 25% shall be payable on the June 30 ending the
fiscal year for which the bonus has been awarded or as soon thereafter as
practicable. The remaining three installments shall be payable within thirty
(30) days of the next three succeeding June 30ths.

6.2 ELIGIBILITY FOR DISTRIBUTION--In order to be eligible to receive a
bonus installment, the employee must be employed by the Company or any of its
subsidiaries on the June 30 on which the installment is payable. If the employee
is not so employed on the June 30 on which the installment is payable, that
installment shall be forfeited.

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<PAGE> 27

6.3 ACCELERATED DISTRIBUTIONS--Notwithstanding PARAGRAPH 6.2, an employee
shall be entitled to receive distribution of all of the remaining bonus
installments within thirty (30) days after death, disablement, retirement after
age 65, or termination of employment due to a Change in Control of the Company
(as defined below).

A "Change in Control of the Company" shall be deemed to have occurred
if:

(a) any individual, entity or group other than the Company, any
member of the Krehbiel Family (as such term is defined in the Company's
Certificate of Incorporation), any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a company
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the
Company, is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 30% or more of the combined
voting power of the Company's then outstanding securities; or

(b) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to
represent at least 80% of the voting securities of the surviving entity
immediately after such merger or consolidation; or

(c) the stockholders of the Company approve a plan of complete
liquidation of the Company or the Company disposes of or agrees to sell
or dispose of all or substantially all the Company's assets.

ARTICLE VII--ADOPTION AND MODIFICATION

7.1 ADOPTION--After the Board of Directors approves the Plan or any
amendment thereto which requires stockholder approval in accordance with
paragraph 7.2, the Plan (or amendment) shall be approved by a majority of the
stockholders entitled to vote at the next regular Annual Stockholders' Meeting.

7.2 MODIFICATIONS--The Board of Directors of the Company may amend or
modify any part of the Plan without stockholder approval except for the amount
of shares reserved for the Plan set forth in PARAGRAPH 1.6 and the performance
goals and award limitations set forth in ARTICLE V and PARAGRAPH 4.2.

25
<PAGE> 28
<TABLE>
<S><C>
MOLEX PROXY
INCORPORATED 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 25, 1995 at the annual meeting of stock-
holders to be held on October 20, 1995 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
Proposals 2 and 3.

(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)

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

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
[ ]
1. Election of Directors For All
Frederick A. Krehbiel, For Withheld Except nominees written below
John H. Krehbiel, Jr. / / / / / / ____________________________
Fred L. Krehbiel,
Lewis E. Platt,
Robert J. Potter,
Edgar D. Jannotta,
Donald G. Lubin,
Masahisa Naitoh,
Michael J. Birck.

2. Proposal to approve an For Withheld Abstain 3. Proposal to approve an
Amendment to the Certificate of / / / / / / Amendment and Restatement For Against Abstain
Incorporation increasing the of the 1990 Molex Incorpor- / / / / / /
number of authorized shares of ated Executive Stock Bonus
Common Stock and Class A Common Stock. Plan.

4. In their discretion, the Proxies
are authorized to vote upon such
other business as may properly
come before the meeting.

Dated _____________________________, 1995
_________________________________________
_________________________________________
Signature of Stockholder(s)
Please sign name exactly as imprinted (do
no print).
Please indicate 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
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY. partnership, please sign in partnership
name by authorized person.
</TABLE>