MOLEX INC, DEF 14A, 1996-09-17

MOLEX INC
DEF 14A, 1996-09-17
ELECTRONIC CONNECTORS

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<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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

Filed by the registrant /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
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MOLEX INCORPORATED
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

/X/ $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:

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

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

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

(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):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

/ / Fee paid previously with preliminary materials.

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

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

(1) Amount previously paid:

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

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

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

(3) Filing party:

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

(4) Date filed:

- --------------------------------------------------------------------------------
<PAGE> 2

MOLEX INCORPORATED
2222 WELLINGTON COURT
LISLE, ILLINOIS 60532
630/969-4550

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OCTOBER 25, 1996

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 Corporate Headquarters
located at 2222 Wellington Court, Lisle, Illinois, on Friday, October 25, 1996
at 10:00 a.m. Central Daylight Savings Time for the following purposes:

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

2. To 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 30, 1996
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, 1996

By Order of the Board Directors
MOLEX INCORPORATED

Louis A. Hecht

Louis A. Hecht, Secretary
<PAGE> 3

MOLEX INCORPORATED
2222 Wellington Court
Lisle, Illinois 60532

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

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

ANNUAL MEETING OF STOCKHOLDERS
To be Held October 25, 1996

September 18, 1996

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 25, 1996, 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,
1996.

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 30,
1996 (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

50,090,034 shares of Common Stock
50,749,436 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

1
<PAGE> 4

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

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

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

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

SECURITY OWNERSHIP OF MANAGEMENT AND OF CERTAIN BENEFICIAL OWNERS

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

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

2
<PAGE> 5

<TABLE>
<CAPTION>
PERCENT OF
NAME AND ADDRESS NUMBER OF NATURE OF CLASS OF PERCENT OF ALL VOTING
OF BENEFICIAL OWNER SHARES OWNERSHIP STOCK CLASS(A) SECURITIES(A)(B)
- ----------------------------- ------------ --------------- -------------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
J. H. Krehbiel, Jr.(c) 48,618 Direct Common
2222 Wellington Ct. 20,567,728 Indirect(d) Common
Lisle, IL 7,336 Option(a) Common
686,548 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%
3,485,131 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% 2.9%
F. L. Krehbiel(c) 2,341 Direct Common
228,849 Trust(f)(g) Common
166,161 Trust(e)(f) Common
1,731 Option(a) Common *
851 Trust(f)(g) Class B Common
850 Trust(e)(f) Class B Common *
30 Direct Class A Common
226,888 Trust(f)(g) Class A Common
167,226 Trust(e)(f) Class A Common * *
Krehbiel Limited 20,567,728 Direct(d) Common 41.1% 41.0%
Partnership(c)(d)
2222 Wellington Ct.
Lisle, IL
G. Tokuyama 70,439 Direct Common
7,035 Option(a) Common
38 Spouse(f) Common *
32,601 Direct Class A Common
38 Spouse(f) Class A Common * *
W. W. Fichtner 13,234 Direct Common
0 Option(a) Common *
5,761 Direct Class A Common * *
J. J. King 52,889 Direct Common
288 Joint Tenancy Common
88 Spouse(f) Common
26,523 Option(a) Common *
35,761 Direct Class A Common
288 Joint Tenancy Class A Common
40 Spouse(f) Class A Common * *
Robert J. Potter 25,200 Direct Common
14,538 Option(a) Common *
12,041 Direct Class A Common * *
Edgar D. Jannotta(i) 29,781 Direct Common
7,901 Option(a) Common *
23,922 Direct Class A Common
9,765 Retiremt Acct Class A Common * *
Donald G. Lubin 195 Direct Common
125 Option(a) Common
1,366 Retiremt Acct Common *
2,695 Direct Class A Common
1,952 Retiremt Acct Class A Common * *
Masahisa Naitoh 250 Direct Common
125 Option(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 23,032,307 shares of Common Stock
(46.0% of the number outstanding); 94,105 shares of Class B Common Stock
(99.8% of the number outstanding); and 23,126,412 shares of all the voting
securities (46.1% of the number outstanding). In addition, the Krehbiel
Family beneficially owns 6,376,487 shares of Class A Common Stock
representing 12.6% 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.

4
<PAGE> 7

BOARD OF DIRECTORS

During the last fiscal year, there were five 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, all 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

5
<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 eight directors will take place at the
Annual Meeting of Stockholders. Each director will serve for the ensuing year
until the next annual meeting of stockholders, or until his successor shall be
elected and shall qualify.

L. E. Platt has decided not to stand for re-election. Mr. Platt has been a
director since 1981 and has served Molex with distinction and dedication. The
Board and management of Molex wish to express their appreciation to him for his
valuable advice and guidance over the last fifteen years. The Board has no
immediate plans to fill Mr. Platt's vacancy and will, pursuant to Molex's
By-Laws, provide that the size of the Board of Directors be set at eight
effective with the end of Mr. Platt's tenure on the day of the Annual
Stockholders' Meeting. Pursuant to the By-Laws, the Board has the authority to
determine the numbers of directors within a range of six to ten.

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 55. 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., and Nalco Chemical Company.

J. H. KREHBIEL, JR.(a)--President and Chief Operating Officer of Molex(b).
Director since 1966(c) and member of the Executive Committee. Age 59. Elected
President in 1975.

ROBERT J. POTTER--President, R. J. Potter Company (business consulting).
Director since 1981 and member of the Compensation Committee. Age 63. 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 Senior Director of William Blair &
Company, LLC (securities and investment banking).
Director since 1986 and member of the Audit Committee. Age 65. In 1959, Mr.
Jannotta joined William Blair & Company, serving as Managing Partner from 1977
to 1994, Senior Partner from 1995 to 1996 and Senior Director in 1996 when the
firm converted from a partnership. 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 Company. During last fiscal
year, Mr. Jannotta attended fewer than 75% of the aggregate total number of
meetings of the board of directors and committees on which he served.

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<PAGE> 9

F. L. KREHBIEL(a)--Engineering Manager, Automotive Business Unit -- U.S.
Operations of Molex.
Director since 1993. Age 31. Mr. Krehbiel has worked as a design engineer in
the Engineering Department of the Automotive Business Unit since 1988 and was
promoted to Engineering Manager in 1993.

DONALD G. LUBIN--Partner and Chairman of Sonnenschein Nath & Rosenthal (private
law practice).
Director since 1994 and member of the Audit Committee. Age 62. 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 1995 and member of the Compensation Committee. Age 58. 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). During last fiscal year, Mr. Naitoh
attended fewer than 75% of the aggregate total number of meetings of the board
of directors and committees on which he served.

MICHAEL J. BIRCK--President and Chief Executive Officer of Tellabs, Inc.
(telecommunications equipment)
Director since 1995 and member of the Compensation Committee. Age 58. 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., USF&G Corporation and Illinois Tool Works Inc.
- ----------------------------

<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>

7
<PAGE> 10

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,
1994, 1995 and 1996 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....................... 1996 $434,803 $359,225 $ 135,640 2,857 $ 108,883
Chairman and 1995 $403,006 $562,013 * 3,438 $186,657
Chief Executive Officer 1994 $377,668 $ 90,000 * 4,531 $113,584
J. H. Krehbiel, Jr................... 1996 $373,402 $324,002 $ 55,768 2,857 $ 94,267
President and 1995 $346,970 $487,770 * 3,438 $122,660
Chief Operating Officer 1994 $322,100 $ 70,000 $ 43,670 4,531 $ 63,100
G. Tokuyama.......................... 1996 $405,130 $257,403 $ 68,679 6,250 $ 100,542
Vice President; Regional President, 1995 $478,869 $534,905 * 7,813 $125,125
Far East-North; 1994 $410,232 $ 56,202 * 6,250 $ 98,246
President, Molex-Japan Co., Ltd.
W. W. Fichtner....................... 1996 $372,782 $187,983 * 0 $ 17,633
Vice President and Regional 1995 $380,916 $436,417 * 0 $ 18,445
President, 1994 $316,711 $ 52,258 * 0 $ 16,925
Europe
J. J. King........................... 1996 $292,079 $255,898 * 6,875(g) $ 46,077
Group Vice President, International 1995 $273,330 $386,579 * 4,688 $ 33,535
1994 $242,804 $ 72,104 * 46,875 $ 25,568
</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 1996:
F.A. Krehbiel........................Thirty year service award -- $75,667
G. Tokuyama...............Value of personal use of company car -- $46,051
......Value of below market interest on loan -- $21,835
For Fiscal Year 1994:
J. H. Krehbiel, Jr........Value of personal use of company car -- $17,579

(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 1996, 1995 and
1994, respectively:
(i) Amounts accrued pursuant to matters discussed in Section entitled
"INDIVIDUAL ARRANGEMENTS INVOLVING FUTURE COMPENSATION": F. A. Krehbiel
-- $38,346, $36,875 and $35,416; J. H. Krehbiel, Jr. -- $42,991, $42,991
and $41,167; G. Tokuyama -- $26,350, $27,322 and $26,526.
(ii) Amounts contributed by Molex or any of its subsidiaries pursuant to
defined contribution retirement plans: F. A. Krehbiel -- $13,800, $0
and $21,933; J. H. Krehbiel, Jr. -- $13,800, $0 and $21,933; G.
Tokuyama -- $69,819, $75,000 and $67,362; W. W. Fichtner -- $13,158,
$14,265 and $13,050; J. J. King -- $13,800, $0 and $21,933.
(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 -- $10,710, $53,150 and
$56,235; G. Tokuyama -- $4,373, $3,442 and $4,358; W. W. Fichtner --
$4,475, $4,180 and $3,875; J. J. King -- $4,790, $4,145 and $3,635.
(iv) Matching contributions paid by the Company pursuant to The Molex
Incorporated 401(k) Savings Plan (for Fiscal Years 1996 and 1995 only):
F. A. Krehbiel -- $1,500 and $1,500; J. H. Krehbiel, Jr. -- $950 and
$1,500; J. J. King -- $1,600 and $2,469.
(v) Company contributions to The Molex Incorporated Supplemental Executive
Retirement Plan (for Fiscal Years 1996 and 1995 only): F. A. Krehbiel --
$44,527 and $95,132; J. H. Krehbiel, Jr. -- $36,526 and $78,169; J. J.
King -- $25,887 and $26,921.

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

8
<PAGE> 11

AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1996 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 all stock dividends.

<TABLE>
<CAPTION>
AT JUNE 30, 1996
------------------------------------------------------------
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.............. 9,765 $ 231,665 13,524 9,021 $ 175,749 $ 37,776
J. H. Krehbiel, Jr.......... 10,212 $ 153,404 3,312 9,021 $ 24,772 $ 35,346
G. Tokuyama................. 23,189 $ 391,606 2 14,455 $ 25 $ 86,849
W. W. Fichtner.............. 7,470 $ 177,532 0 0 $ 0 $ 0
J. J. King.................. 9,960 $ 239,199 19,726 55,313(d) $ 288,793 $ 513,854(d)
</TABLE>

- ----------------------------
(a) Shares of 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, 1996 (based on a value on that
date of $31.75/share for Common Stock) less the aggregate option exercise
price for such shares. Any options whose exercise would result in a loss
(i.e., the option price is greater than the value on June 30, 1996) are
excluded.
(d) Includes long-term stock option to acquire 39,063 shares of Common Stock.

OPTION GRANTS IN FISCAL YEAR 1996

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 all stock dividends.

<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 1996(b) ($/SH) DATE 5% 10%
- --------------------------- --------------- -------------- -------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
F. A. Krehbiel............. 2,857 0.83% $38.50 10-20-00 $17,627 $ 51,048
J. H. Krehbiel, Jr......... 2,857 0.83% $38.50 10-20-00 $17,627 $ 51,048
G. Tokuyama................ 6,250 1.82% $34.00 07-31-00 $58,710 $129,733
W. W. Fichtner............. 0 -- -- -- -- --
J. J. King................. 6,875 2.00% $34.00 07-31-00 $64,581 $142,707
</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 (343,111 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.

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

9
<PAGE> 12

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
$143,253. 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 $160,300) 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, 1997. The loan is secured by the Share. As of August 31, 1996, the
outstanding loan balance (including accrued interest) was DM 1,995,708
(approximately $1,314,773).

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, 1997, 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, 1997 to June 30, 2002 the amount which Fichtner may receive
as the purchase price for the Share is based on the increase in book value of
Molex GmbH. Specifically, Fichtner is entitled to receive a percent (the
"Multiplier") times the increase in book value, plus the Principal, plus any
interest paid for the loan. The Multiplier starts at 0% and increases to 100% as
the time the Share is held by Fichtner increases. After June 30, 2002, the price
per quota is equal to eight times the average net after-tax profit of Molex GmbH
for the three previous full fiscal years, divided by the number of shares or
quotas of Molex GmbH.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

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

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

- Reward performance that exceeds industry norms.

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

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

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

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

10
<PAGE> 13

ANNUAL BASE SALARY

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

For the next fiscal year, F. A. Krehbiel's annual base salary was increased
6.0% to $463,754 effective September 1, 1996. 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, 1996 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 $163,788 which was
37.4% 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 Bonus Plan (the "1990
Plan"). These two stock plans provide long-term incentives to Executive Officers
and encourage long-term growth of the Company.

11
<PAGE> 14

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 whose
fair market value on the date of grant does not exceed $100,000. During last
fiscal year, F. A. Krehbiel and J. H. Krehbiel, Jr. each received automatic
grants of options to acquire 2,857 shares of Common Stock under the 1991 Plan at
an exercise price of $38.50 per share (110% of fair market value on the date of
grant).

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 15.4% sales growth and a
10.5% net profit as a percent of sales. Accordingly, the Committee awarded stock
bonuses for the fiscal year just ended. In view of the foregoing, the Executive
Officers received stock bonuses equal to 25% of their respective base salaries
and a cash tax offset bonus equal to 78.31% of the value of the stock. Pursuant
to this award F. A. Krehbiel received an award of 3,444 shares of Common Stock
and a cash tax offset bonus of $86,090 distributable over the next four years.

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 J. Potter, Chairman
Masahisa Naitoh
Michael J. Birck

INDEBTEDNESS OF MANAGEMENT

F. A. Krehbiel, Chairman, Chief Executive Officer and Director, received
compensation advances from time to time during the last fiscal year with
interest payable at the floating six month federal interest rate. The range of
interest charged during the period from July 1, 1995 to August 31, 1996 was
6.6%-8.2%. The largest aggregate

12
<PAGE> 15

amount of such advances outstanding at any time during such period was $650,710.
As of August 31, 1996, the aggregate advance to F. A. Krehbiel was $0.

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 residence is sold. Mr. Wieser sold the residence and paid off the
$350,000 loan entirely. In order to purchase a new residence, Mr. Wieser
received a $175,000 interest free loan that is payable when the new residence is
sold. The largest aggregate amount of loans outstanding at any time from July 1,
1995 to August 31, 1996 was $350,000. As of August 31, 1996 $175,000 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 prior residence was sold, a
portion of the loan was paid. The balance of the loan is forgiven in equal
annual $30,000 installments every June 30 until 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, 1995 to August 31, 1996 was
$90,000. As of August 31, 1996, $60,000 was outstanding.

G. Tokuyama, Vice President, received two interest free loans due October
25, 1997 in the aggregate amount of $382,326 in order to exercise stock options.
The largest aggregate amount of loans outstanding at any time from July 1, 1995
to August 31, 1996, was $382,326. As of August 31, 1996, $382,326 was
outstanding.

W. W. Fichtner, Vice President, received various loans at 8% interest per
annum in order to exercise stock options. The loan is due on or before November
30, 1998. The largest aggregate amount of loans outstanding at any time from
July 1, 1995 to August 31, 1996 was $368,501. As of August 31, 1996, $233,131
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, 1997. The range of interest charged during the period from
July 1, 1995 to August 31, 1996 was 6.6%-8.2%. The largest aggregate amount of
such advances outstanding (including unpaid interest charges) at any time during
such period was $72,117. As of August 31, 1996, the aggregate advance to K. M.
Regas was $72,117.

R. B. Mahoney, Vice President, Treasurer and Chief Financial Officer, was
hired in October 1995. He was given a $100,000 interest free bridge loan in
order to purchase a new residence pending the sale of his old residence. The
loan has been repaid in full leaving no outstanding balance as of August 31,
1996.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee are Robert J. Potter, Masahisa
Naitoh and Michael J. Birck. All of the Committee members are outside directors.
Mr. Birck is the President and Chief Executive Officer of Tellabs, Inc. F. A.
Krehbiel, Chairman and Chief Executive Officer of Molex, serves as a director of
Tellabs, Inc.

13
<PAGE> 16

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,
1996.

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

<TABLE>
<CAPTION>
MEASUREMENT PERIOD MOLEX COMMON MOLEX CLASS A S & P MIDCAP
(FISCAL YEAR COVERED) STOCK COMMON STOCK PEER GROUP 4 00
<S> <C> <C> <C> <C>
1991 100 100 100 100
1992 115 111 104 119
1993 142 134 147 145
1994 175 175 193 145
1995 223 218 368 178
1996 229 220 283 216
</TABLE>

- -------------------------
(a) Assumes $100 invested on June 30, 1991 in Molex Common Stock, the S&P MidCap
400 Index and the Peer Group Index defined below in footnote (b) and
reinvestment of all dividends.
(b) 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.
(c) 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.

14
<PAGE> 17

STOCKHOLDER PROPOSALS

In order to be considered for inclusion in next year's proxy material, any
stockholder proposal to be presented at Molex's 1997 Annual Stockholders'
Meeting must be submitted to the Corporate Secretary, Molex Incorporated, 2222
Wellington Court, Lisle, Illinois 60532 on or before May 20, 1997. 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

/s/ Frederick A. Krehbiel

Frederick A. Krehbiel

Dated at Lisle, Illinois
September 18, 1996

15
<PAGE> 18
MOLEX
INCORPORATED

PROXY
2222 WELLINGTON CT., LISLE, ILLINOIS 60532
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.

The undersigned hereby appoints John H. Krehbiel, Jr. and Frederick A.
Krehbiel as Proxies, each with the power to appoint his 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
30, 1996 at the annual meeting of stockholders to be held on October 25, 1996
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.

(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)

<PAGE> 19
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 DIRECTORS.

<TABLE>
<S> <C>
1. Election of Directors
Frederick A. Krehbiel, John H. For All
Krehbiel, Jr., Fred L. Krehbiel, For Withheld Except nominees written below
Robert J. Potter, Edgar D. Jannotta, [ ] [ ] [ ]
Donald G. Lubin, Masahisa Naitoh, -------------------------
Michael J. Birck.

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

</TABLE>

Dated __________________________, 1996

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

----------------------------------------
Signature of Stockholder(s)

Please sign name exactly as imprinted
(do not 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
partnership, please sign in partnership
name by authorized person.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY.